22900000* Montgomery County, Maryland
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h PRELIMINARY OFFICIAL STATEMENT DATED MARCH 31, 2010 NEW ISSUE – BOOK-ENTRY ONLY Fitch Ratings: AA+ Moody’s Investors Service: Standard and Poor’s: AA+ (See “Ratings”) In the opinion of Special Counsel, assuming compliance with certain covenants, the interest portion of the Purchase Installments to be made by the County as Purchaser under the Conditional Purchase Agreement and to be received by the Holders of the Certificates is excludable from gross income for Federal income tax purposes under existing statutes, regulations and decision, and under existing law the interest portion of such Purchase Installments is exempt from income taxation by the State of Maryland. No opinion is expressed as to estate or inheritance taxes, or any other Maryland taxes not levied or assessed directly on the interest on the Certificates. See “TAX MATTERS” herein. The interest portion of the Purchase Installments, for federal income tax purposes, is not includable in the alternative minimum taxable income of individuals, o buy be accepted prior to the time the Official corporations or other taxpayers as an enumerated item of tax preference or other specific adjustment and is not taken into account in determining “adjusted current earnings” for purposes of computing the alternative minimum tax on corporations; however, interest on the Purchase Installments will be subject to the branch profits tax imposed on foreign corporations engaged in a trade or business in the United States of America. e any sale of these securities in any jurisdiction in which suc $22,900,000* MONTGOMERY COUNTY, MARYLAND CERTIFICATES OF PARTICIPATION (Public Transportation Equipment Acquisition) Series 2010 Evidencing Proportionate Interests in a Conditional Purchase Agreement Dated: Date of Initial Delivery Due: As shown on inside front cover The Certificates are being issued to finance the acquisition of certain equipment (the “Equipment”) to be used in the public transportation program of Montgomery County, Maryland (the “County”). The Certificates represent proportionate interests in a Conditional Purchase Agreement (the “Conditional Purchase Agreement”) between the County, as purchaser (the “Purchaser”), and U.S. Bank National y the County. These securities may not be sold nor may offers t Association as seller (the “Seller”), and are payable solely from and secured by (i) Purchase Installments payable by the County as Purchaser under the Purchase Agreement and (ii) amounts realized pursuant to the exercise of certain remedies under the Conditional sell or the solicitation of any offer to buy, nor shall there b Purchase Agreement upon the occurrence of certain defaults by the Purchaser thereunder. h jurisdiction. The Certificates are issued pursuant to a Certificates of Participation Trust Agreement (the “Trust Agreement”) between the County and U.S. Bank National Association, as trustee (the “Trustee”), pursuant to which the County and the Seller have agreed to assign to the Trustee for the benefit of the Certificate Holders all of the Purchaser’s and Seller’s rights under the Conditional Purchase Agreement, including the Purchase Installments made by the Purchaser and all amounts on deposit in certain funds and accounts established under the laws of any suc Trust Agreement. ion or amendment and approval b Interest on the Certificates is payable on May 1 and November 1, commencing November 1, 2010. The Certificates will be issued in registered form in denominations of $5,000 or any integral multiple thereof. The principal and redemption price of the Certificates are the securities payable at the principal corporate trust office of the Trustee. Interest is payable by check mailed to the registered owners in whose names the Certificates are registered at the close of business on the fifteenth calendar day of the month preceding each Interest Payment Date; Holders of $100,000 or more in aggregate principal amount of Certificates may arrange for interest to be paid by wire. See “THE CERTIFICATES -- General Provisions” herein. The Certificates are not subject to optional redemption prior to their respective maturities. The Certificates are subject to mandatory redemption. See “THE CERTIFICATES -- Redemption Provision” herein. ed herein are subject to complet __________________ all this Preliminary Official Statement constitute an offer to istration or qualification under FOR MATURITY SCHEDULE SEE INSIDE COVER THE PRINCIPAL OR REDEMPTION PRICE OF AND THE INTEREST ON THE CERTIFICATES SHALL BE PAYABLE SOLELY FROM THE PURCHASE INSTALLMENTS AND OTHER FUNDS PLEDGED FOR THE PAYMENT THEREOF UNDER THE TRUST AGREEMENT. ALL AMOUNTS PAYABLE BY THE COUNTY, AS PURCHASER UNDER THE CONDITIONAL PURCHASE AGREEMENT, INCLUDING THE PURCHASE INSTALLMENTS, ARE SUBJECT IN EACH YEAR TO APPROPRIATION BY THE MONTGOMERY COUNTY COUNCIL. THE MONTGOMERY COUNTY COUNCIL IS UNDER NO OBLIGATION TO MAKE ANY APPROPRIATION WITH RESPECT TO THE CONDITIONAL PURCHASE AGREEMENT. THE CONDITIONAL PURCHASE form. Under no circumstances sh ld be unlawful prior to the reg AGREEMENT IS NOT A GENERAL OBLIGATION OF THE COUNTY AND SHALL NEVER CONSTITUTE AN INDEBTEDNESS OF THE COUNTY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OR A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE COUNTY. The Certificates are offered when, as and if issued pursuant to the Trust Agreement and subject to the approval of legality by McKennon Shelton & Henn LLP, Special Counsel, and to certain other conditions. It is expected that Certificates in definitive form will be available for delivery through the facilities of The Depository Trust Company in New York, New York, on or about April 22, 2010. ____________ This Preliminary Official Statement and the information contain Statement is delivered in final offer, solicitation, or sale wou *Preliminary, subject to change. $22,900,000* MONTGOMERY COUNTY, MARYLAND CERTIFICATES OF PARTICIPATION (Public Transportation Equipment Acquisition) Series 2010 AMOUNTS, MATURITIES, INTEREST RATES AND YIELDS Maturing Principal Interest May 1 Amount Rate** Yield** CUSIP*** 2011 $3,180,000 2012 3,180,000 2013 3,210,000 2014 3,250,000 2015 3,295,000 2016 3,355,000 2017 3,430,000 * Preliminary, subject to change. **The rates shown above are the interest rates payable by the County resulting from the successful bid for the Certificates by a group of banks and investment banking firms at public sale on April 7, 2010. The yields or prices shown above were furnished by the successful bidders. Any additional information concerning the reoffering of the Certificates should be obtained from the successful bidders and not from the County. *** CUSIP numbers on the inside cover page of this Official Statement are provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc., and the County does not take any responsibility for the accuracy thereof. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service Bureau information. ____________ *Preliminary, subject to change. OFFICIAL STATEMENT DATED APRIL ___, 2010 $22,900,000* MONTGOMERY COUNTY, MARYLAND CERTIFICATES OF PARTICIPATION (Public Transportation Equipment Acquisition) Series 2010 Evidencing Proportionate Interests in a Conditional Purchase Agreement No dealer, broker, salesperson or other person has been authorized by the County to give any information or to make any representations concerning the County or its obligations, other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by the County. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Certificates described herein by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. TABLE OF CONTENTS INTRODUCTION ..................................................... 1 Appendix A - Information About the County ESTIMATED SOURCES AND USES OF FUNDS . 2 as of January 15, 2010 (includes Basic SECURITY AND SOURCES OF Financial Statements for the Year Ended PAYMENT FOR THE CERTIFICATES .............. 2 June 30, 2009) THE EQUIPMENT ................................................... 4 Appendix B - Definitions of Certain Terms and THE CERTIFICATES ............................................... 4 Summary of Legal Documents DEBT SERVICE REQUIREMENTS Appendix C - Form of Approving Opinion of OF THE CERTIFICATES .................................... 7 Special Counsel THE COUNTY .......................................................... 7 Appendix D - Form of Continuing Disclosure TAX MATTERS ....................................................... 7 Agreement LEGAL MATTERS ................................................ 10 Appendix E - Notice of Sale CONTINUING DISCLOSURE UNDERTAKING ................................................ 10 LEGALITY OF THE CERTIFICATES .................. 11 LITIGATION .......................................................... 11 RATINGS ................................................................ 11 INDEPENDENT PUBLIC ACCOUNTANTS ....... 11 CERTIFICATE OF COUNTY OFFICIALS ........... 11 INFORMATION IN OFFICIAL STATEMENT .... 12 SELECTED DEBT AND FINANCIAL INFORMATION ................................................. 12 -i- MONTGOMERY COUNTY, MARYLAND OFFICIAL ROSTER OF COUNTY OFFICIALS COUNTY EXECUTIVE Isiah Leggett COUNTY COUNCIL