Tompkins County Industrial Development Agency
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EXISTING ISSUE REOFFERED – BOOK-ENTRY-ONLY EXPECTED RATINGS Moody’s: Aa1/VMIG 1; S&P: AA/A-1+ (see “RATINGS” herein.) On the date of original issuance and delivery of the Series 2002 Bonds, Bond Counsel delivered its opinions (collectively, the “Approving Opinions”) that: (i) under then-existing statutes, regulations and court decisions, and assuming compliance with certain tax covenants, interest on the Series 2002 Bonds is not included in gross income for federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended; (ii) interest on the Bonds is not an “item of tax preference” for purposes of the federal alternative minimum tax imposed on individuals and corporations; and (iii) interest on the Bonds is included in the computation of “adjusted current earnings” for purposes of calculating the federal alternative minimum tax imposed on certain corporations. Bond Counsel also delivered its opinions that interest on the Series 2002 Bonds is exempt from personal income taxes imposed by the State of New York and any political subdivision thereof (including The City of New York). The Approving Opinions have not been updated or reissued in connection with the remarketing of the Series 2002 Bonds. See “TAX MATTERS” herein for a discussion of certain federal and state income tax matters. $57,330,000 TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY VARIABLE RATE DEMAND CIVIC FACILITY REVENUE BONDS (CORNELL UNIVERSITY PROJECT) $41,940,000 SERIES 2002A (CUSIP Number 890099BT0) $15,390,000 SERIES 2002B (CUSIP Number 890099BU7) DATE OF ORIGINAL ISSUANCE: February 14, 2002 PRICE: 100% DUE: Series 2002A Bonds: July 1, 2030 DATE OF REOFFERING: June 1, 2012 Series 2002B Bonds: July 1, 2015 The outstanding Tompkins County Industrial Development Agency Variable Rate Demand Civic Facility Revenue Bonds (Cornell University Project), Series 2002A Bonds (the “Series 2002A Bonds”) and Series 2002B Bonds (the “Series 2002B Bonds” and together with the Series 2002A Bonds, the “Series 2002 Bonds”) will be reoffered as fully registered bonds in the denomination of $100,000 or any integral multiple of $5,000 in excess of $100,000, and were originally issued in the original aggregate principal amount of $58,945,000 (comprised of $43,555,000 Series 2002A Bonds and $15,390,000 Series 2002B Bonds) pursuant to an Indenture of Trust (the “Indenture”), dated as of February 1, 2002, between Manufacturers and Traders Trust Company, Buffalo, New York, as trustee (the “Trustee”) and the Tompkins County Industrial Development Agency (the “Issuer”). The Series 2002 Bonds will bear interest at the Weekly Interest Rate until converted to the Fixed Interest Rate. The Weekly Interest Rate is a variable rate of interest that will be determined by the Remarketing Agent (as defined herein) on the Business Day immediately preceding each Thursday. The Series 2002 Bonds are subject to optional and mandatory tender for purchase, optional and mandatory redemption prior to maturity as more fully described herein. See “THE SERIES 2002 BONDS.” Interest on the Series 2002 Bonds is payable on the first Business Day of each month, commencing July 2, 2012. The Series 2002 Bonds are being reoffered only as fully registered bonds without coupons, and when reoffered, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository for the Series 2002 Bonds. Purchases of beneficial interests in the Series 2002 Bonds will be made in the book‑entry‑only form. So long as Cede & Co., as nominee of DTC, is the registered owner of the Series 2002 Bonds, references herein to the Holders, Bondowners or owners of the Series 2002 Bonds shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the Series 2002 Bonds. In addition, so long as DTC or Cede & Co., as its nominee, is the registered owner of the Series 2002 Bonds, payments of the principal of, redemption price, if applicable, and interest on the Series 2002 Bonds will be made directly to DTC by the Trustee. Disbursements of such payments to DTC Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners of the Series 2002 Bonds is the responsibility of DTC Direct Participants and Indirect Participants as more fully described herein. See “BOOK‑ENTRY‑ONLY SYSTEM” herein. After June 1, 2012 the purchase price of each Series of the Series 2002 Bonds tendered but not remarketed is to be payable pursuant to a separate standby bond purchase agreement each among Cornell University, the Trustee and The Northern Trust Company (the “Bank”). The Bank’s obligation to purchase Series 2002 Bonds is subject to certain conditions contained in the standby bond purchase agreements and each standby bond purchase agreement can be terminated without notice. The expiration date of the standby bond purchase agreement relating to the Series 2002A Bonds is June 1, 2017. The expiration date of the standby bond purchase agreement relating to the Series 2002B Bonds is July 1, 2015. This Reoffering Circular in general describes the Series 2002 Bonds only while the Series 2002 Bonds bear interest at a Weekly Interest Rate. The Series 2002 Bonds are payable solely out of the revenues or other receipts, funds or moneys of the Issuer pledged therefor or otherwise available to the Trustee for the payment thereof, including those derived under an Installment Sale Agreement between the Issuer and CORNELL UNIVERSITY (the “University”). Under the Installment Sale Agreement, the University has covenanted, as a general obligation of the University, to make installment sales payments to the Issuer which will be sufficient to pay, in addition to the fees and expenses of the Issuer and the Trustee, all Debt Service Payments, redemption price of and Sinking Fund Payments, if any, on the Series 2002 Bonds. The Series 2002 Bonds are special limited obligations of the Issuer payable solely from payments made by the University under the Installment Sale Agreement and moneys and securities held by the Trustee under the Indenture. The Series 2002 Bonds are further secured by a guarantee of the University. NEITHER THE STATE OF NEW YORK NOR TOMPKINS COUNTY, NEW YORK IS OR SHALL BE OBLIGATED TO PAY THE PRINCIPAL OR REDEMPTION PRICE, IF APPLICABLE, OF, OR INTEREST ON THE SERIES 2002 BONDS, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF NEW YORK OR TOMPKINS COUNTY, NEW YORK IS PLEDGED TO SUCH PAYMENT. THE SERIES 2002 BONDS ARE NOT A DEBT OF THE STATE OF NEW YORK OR OF TOMPKINS COUNTY, NEW YORK AND NEITHER THE STATE OF NEW YORK NOR TOMPKINS COUNTY, NEW YORK SHALL BE LIABLE THEREON. THE ISSUER HAS NO TAXING POWER. This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of the Series 2002 Bonds. Investors are advised to read the entire Reoffering Circular, including the appendices, to obtain information essential to the making of an informed decision. Citigroup as Remarketing Agent May 22, 2012 No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this Reoffering Circular and, if given or made, such other information or representations must not be relied upon as having been authorized by the Tompkins County Industrial Development Agency (the “Issuer”), Cornell University (the “University”), The Northern Trust Company (the “Bank”) or the Remarketing Agent. The information contained in this Reoffering Circular is subject to change without notice and neither the delivery of this Reoffering Circular nor any reoffering hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Issuer, the University or the Bank since the date hereof. This Reoffering Circular does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Series 2002 Bonds in any jurisdiction in which such offer, solicitation or sale is not qualified under applicable law or to any person to whom it is unlawful to make such offer, solicitation or sale. The Remarketing Agent has provided the following sentence for inclusion in this Reoffering Circular. The Remarketing Agent has reviewed the information in this Reoffering Circular in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Remarketing Agent does not guarantee the accuracy or completeness of such information. The Issuer assumes no responsibility as to the accuracy or completeness of the information contained in this Reoffering Circular, other than that appearing under the caption “THE ISSUER,” all of which other information has been furnished by others. The information set forth herein under the captions “THE UNIVERSITY,” Appendix A and Appendix B has been furnished by the University and from other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness by, nor is it to be construed as a representation or warranty by, the Issuer or the Remarketing Agent. The Series 2002 Bonds will not be registered under the Securities Act of 1933, as amended, and neither the Tompkins County Industrial Development Agency nor the Remarketing Agent intend to list the Series 2002 Bonds on any stock or other securities exchange. The Securities and Exchange Commission has not passed upon the accuracy or adequacy of this Reoffering Circular. With respect to the various states in which the Series 2002 Bonds may be offered, no attorney general, state official, state agency or bureau, or other state or local governmental entity has passed upon the accuracy or adequacy of this Reoffering Circular or passed upon or endorsed the merits of this reoffering or the Series 2002 Bonds.