NEW ISSUE – BOOK-ENTRY ONLY RATING: Standard & Poor’s: AAA AMBAC ASSURANCE CORPORATION In the opinion of Bond Counsel, interest on the 2005 A-2 Bonds is not excluded from gross income for federal income tax purposes. The 2005 A-2 Bonds are exempt from Pennsylvania personal property taxes; and the interest on the 2005 A-2 Bonds is exempt from Pennsylvania Corporate Net Income Tax and from personal income taxation by the Commonwealth of Pennsylvania, or by any of its political subdivisions, under present statutory and case law. (See “Tax Matters” herein.) $9,000,000 REDEVELOPMENT AUTHORITY OF THE CITY OF HARRISBURG Federally Taxable Guaranteed Revenue Bonds (Stadium Project), Series A-2 of 2005 Dated Date: February 1, 2005 Interest Payable: May 15 and November 15 Due: May 15, as shown on inside cover First Interest Payment: November 15, 2005 The Redevelopment Authority of the City of Harrisburg (the “Authority”) will issue a series of bonds, designated Federally Taxable Guaranteed Revenue Bonds (Stadium Project), Series A-2 of 2005 (the “2005 A-2 Bonds”) in the aggregate principal amount shown above. The 2005 A-2 Bonds will be issued as fully registered bonds, without coupons, in denominations of $5,000 and integral multiples thereof and, when issued initially, will be registered in the name of and held by Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the 2005 A-2 Bonds. Purchases of the 2005 A-2 Bonds will be made in book-entry form, and purchasers will not receive certifi cates representing their interests in the 2005 A-2 Bonds. The 2005 A-2 Bonds will be limited obligations of the Authority, and will be issued and secured under the provisions of a Trust Indenture, dated as of January 1, 2005, as amended and supplemented by a First Supplemental Trust Indenture, dated as of February 1, 2005 (collectively, the “Indenture”), between the Authority and Commerce Bank/Pennsylvania, National Association, Philadelphia, Pennsylvania, as trustee (the “Trustee”). The 2005 A-2 Bonds are limited obligations of the Authority payable from: (i) Revenues as defi ned in the Indenture, certain funds or accounts established under the Indenture, subject to certain terms thereof, and all other property from time to time pledged under the Indenture; (ii) money which may be made available pursuant to a Stadium Guaranty Agreement, dated as of January 1, 2005 (the “Guaranty Agreement”), among the City of Harrisburg, Dauphin County, Pennsylvania (the “City”), as guarantor, the Authority and the Trustee; and (iii) a fi nancial guaranty insurance policy to be issued by Ambac Assurance Corporation. Under the Guaranty Agreement, the City has unconditionally guaranteed, for the benefi t of the registered owners of the 2005 A-2 Bonds, the full and prompt payment of principal of and interest on the 2005 A-2 Bonds when due according to the terms of the Guaranty Agreement, for which obligation the City has pledged its full faith, credit and taxing power. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2005 A-2 BONDS - Guaranty Agreement” herein. Interest on the 2005 A-2 Bonds will be payable by the Trustee, as registrar and paying agent. So long as DTC or its nominee, Cede & Co., is the registered owner of the 2005 A-2 Bonds, payment of the principal of, redemption premium, if any, and interest on the 2005 A-2 Bonds will be made by the Trustee directly to Cede & Co. Disbursement of such payments to the DTC participants is the responsibility of DTC and disbursement of such payments to the benefi cial owners is the responsibility of the DTC Participants and the Indirect Participants. See “Book-Entry-Only System” under the caption “THE 2005 A-2 BONDS” herein. THE 2005 A-2 BONDS SHALL BE SUBJECT TO MANDATORY SINKING FUND REDEMPTION PRIOR TO MATURITY. THE 2005 A-2 BONDS ARE NOT SUBJECT TO OPTIONAL REDEMPTION. (SEE “THE 2005 A-2 BONDS - REDEMPTION” HEREIN.) Payment of the principal of and interest on the 2005 A-2 Bonds when due will be insured by a fi nancial guaranty insurance policy to be issued by Ambac Assurance Corporation simultaneously with the delivery of the 2005 A-2 Bonds. THE 2005 A-2 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY AND NOT A DEBT OF THE COMMONWEALTH OF PENNSYLVANIA (THE “COMMONWEALTH”), OR ANY POLITICAL SUBDIVISION THEREOF EXCEPT THE CITY AS PROVIDED IN THE GUARANTY AGREEMENT. NEITHER THE GENERAL CREDIT OF THE AUTHORITY NOR THE TAXING POWER OR THE GENERAL CREDIT OF THE COMMONWEALTH OR ANY POLITICAL SUBDIVISION, AGENCY OR INSTRUMENTALITY THEREOF EXCEPT THE CITY AS PROVIDED IN THE GUARANTY AGREEMENT IS PLEDGED FOR PAYMENT OF PRINCIPAL OF OR INTEREST ON THE 2005 A-2 BONDS. THE AUTHORITY HAS NO TAXING POWER. The 2005 A-2 Bonds will be offered when, as and if issued by the Authority and accepted by the Underwriters, subject to prior sale, to withdrawal or modifi cation of the offer without notice and to the approval of the legality of the 2005 A-2 Bonds by Obermayer Rebmann Maxwell & Hippel LLP, Harrisburg and Philadelphia, Pennsylvania and James H. Rowland, Jr., Esquire, Harrisburg, Pennsylvania. Certain legal matters will be passed upon for the Authority by its counsel, Smigel, Anderson & Sacks, LLP, Harrisburg, Pennsylvania, for the City by Steven R. Dade, City Solicitor, for the Underwriters by their counsel, Eckert Seamans Cherin & Mellott, LLC, Harrisburg, Pennsylvania and for Harrisburg Civic Baseball Club, Inc. by its counsel, Obermayer Rebmann Maxwell & Hippel LLP, Harrisburg and Philadelphia, Pennsylvania. It is expected that the 2005 A-2 Bonds will be available for delivery in New York, New York on or about February 10, 2005. Mesirow Financial, Inc. RBC Dain Rauscher The Williams Capital Group, L.P. Dated: January 31, 2005 $9,000,000 Redevelopment Authority of the City of Harrisburg Federally Taxable Guaranteed Revenue Bonds (Stadium Project), Series A-2 of 2005 Interest Price or Interest Price or Year (May 15) Principal Rate Yield Year (May 15) Principal Rate Yield 2007 $210,000 3.90% 100.000% 2014 $280,000 4.76% 100.000% 2008 220,000 4.07% 100.000% 2015 295,000 4.83% 100.000% 2009 225,000 4.25% 100.000% 2016 310,000 4.89% 100.000% 2010 235,000 4.40% 100.000% 2017 325,000 4.95% 100.000% 2011 245,000 4.51% 100.000% 2018 340,000 5.00% 100.000% 2012 260,000 4.60% 100.000% 2019 360,000 5.04% 100.000% 2013 270,000 4.69% 100.000% 2020 375,000 5.08% 100.000% $2,200,000 5.20% Term Bonds due May 15, 2025 - Price: 100.000% to Yield 5.20% $2,850,000 5.29% Term Bonds due May 15, 2030 - Price: 100.000% to Yield 5.29% MEMBERS OF THE REDEVELOPMENT AUTHORITY OF THE CITY OF HARRISBURG Theresa A. Martini Chair Charles R. Peguese Vice Chair Harold E. Dunbar Secretary/Treasurer Mark S. Stewart Assistant Secretary Andrew J. Giorgione Member ACTING EXECUTIVE DIRECTOR Theresa A. Martini CITY OF HARRISBURG MAYOR Stephen R. Reed MEMBERS OF CITY COUNCIL Richard K. House, Sr. President Linda D. Thompson Vice President Otto V. Banks Member Gloria Martin Payne Member Eric L. Waters Member Vera Jean White Member Susan Brown Wilson Member CITY SOLICITOR Steven R. Dade, Esquire COUNSEL TO THE AUTHORITY Smigel, Anderson & Sacks, LLP Harrisburg, Pennsylvania FINANCIAL ADVISOR Milt Lopus Associates Harrisburg, Pennsylvania BOND COUNSEL Obermayer Rebmann Maxwell & Hippel LLP Harrisburg & Philadelphia, Pennsylvania James H. Rowland, Jr., Esq. Harrisburg, Pennsylvania UNDERWRITERS Mesirow Financial, Inc. RBC Dain Rauscher Inc. The Williams Capital Group, L.P. COUNSEL TO UNDERWRITERS Eckert Seamans Cherin & Mellott, LLC Harrisburg, Pennsylvania TRUSTEE, REGISTRAR AND PAYING AGENT Commerce Bank/Pennsylvania, National Association Philadelphia, Pennsylvania COUNSEL TO HARRISBURG CIVIC BASEBALL CLUB, INC. Obermayer Rebmann Maxwell & Hippel LLP Harrisburg and Philadelphia, Pennsylvania In connection with this offering, Mesirow Financial, Inc., RBC Dain Rauscher Inc. and The Williams Capital Group, L.P. (collectively, the "Underwriters") may overallot or effect transactions which stabilize or maintain the market price of the 2005 A-2 Bonds at a level above that which might otherwise prevail in the open market. Such stabilization, if commenced, may be discontinued at any time. This Official Statement, including the cover page hereof and the Appendices attached hereto, does not constitute an offering of any security other than the 2005 A-2 Bonds specifically offered hereby. No dealer, broker, salesman or other person has been authorized by the Authority or the Underwriters to give any information or to make any representations, 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 any of the foregoing. The information set forth herein has been obtained from the Authority, the City, Harrisburg Civic Baseball Club, Inc. ("HCBC") and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation or warranty of, the Authority, the City, HCBC or the Underwriters. 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 2005 A-2 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall create any implication, under the circumstances, that there has been no change in the affairs of the Authority, the City or HCBC since the date hereof.