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$352,095,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT Sales Tax Revenue Bonds, Refunding Series 2005 a MORGAN STANLEY CITIG

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$352,095,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT Sales Tax Revenue Bonds, Refunding Series 2005 a MORGAN STANLEY CITIG NEW ISSUE-BOOK-ENTRY ONLY RATINGS, UNINSURED BONDS" - S&P, AA­ Moody's: Aa3 Fitch: AA INSURED BONDS - S&P, AAA Moody's: Aaa Fitch: AAA (See "Ratings" herein.) In the opinion of Orrick, Herrinfiton g' Sutcliffe LLP and Lofton g' Jen.ninfis, Co-Bond Counsel, based upon an analysis of existinfi laws, refiulations, rulinfis and court decisions and assuminfi, amonfi other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2005 Ji. Bonds is excluded from fiross income for federal income tax purposes under Section 103 of the InteTnal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the opinion of Co-Bond Counsel, interest on the Series 2005 Ji. Bonds is Mt a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, althoufih Co-Bond Counsel observe that such interest is included in adjusted current eaTninfis in calculatinfi corporate alternative minimum taxable income. Co-Bond Counsel express no opinion refiardinfi any other tax conseque.nces related to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2005 Ji. Bonds. See "TJJ.X MJJ.TTEES" herein $352,095,000 SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT Sales Tax Revenue Bonds, Refunding Series 2005 A Dated: Date of Delivery Due: July 1, as shown below The San Francisco Bay Jl.rea Rapid Transit District Sales Tax Revenue Bonds, Eefundinfi Series 2005 Ji. (the "Series 2005 Ji. Bonds") are beinfi issued to refund certain outstandinfi sales tax revenue bonds previously issued by the San Francisco Bay Jl.rea Rapid Transit District (the "District") See "PL!l.N OF FINJJ.NCE" herein. The Series 2005 Ji. Bonds are delivercib"le in fully re[!istered form and, when issued, will be re[!istered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC") Individual purchases of Series 2005 Ji. Bonds will be made in principal amounts of $5,000 and inteffral multip"les thereof and will be in book-entry form only. Purchasers of Series 2005 Ji. Bonds will not receive bonds representinfi their beneficial ownership in the Series 2005 Ji. Bonds but will receive a credit balance on the books of their respective DTC Participants or DTC Indirect Participants. The Series 2005 Ji. Bonds will not be transfercib"le or exchanfieable except for transfer to another nominee of DTC or as otheTWise descriOed herein Interest on the Series 2005 Ji. Bonds, which is pavcib"le on January 1 and July 1 of each year, commencinfi January 1, 2006, and principal on the Series 2005 Ji. Bonds is payable by U.S. Bank National Jl.ssociation, as trustee, to Cede g' Co., and such interest and principal payments are to be disbursed to the beneficial owners of the Series 2005 Ji. Bonds throufih their respective DTC Participants or DTC Indirect Participants The Series 2005 Ji. Bonds are subject to optional and mandatory redemption prior to maturity as descriOed herein The Series 2005 Ji. Bonds are special obli[!ations of the District, payable from and secured by a p"ledfie of Sales Tax Revenues derived from a transaction and use tax "levied by the District in Jl.lameda and Contra Costa Counties and the City and County of San Francisco, as more fully described herein. The Series 2005 Ji. Bonds are issued on a parity with certain other bonds issued by the District and currently outstandinfi. See "SECURITY FOE THE SERIES 2005 Ji. BONDS" herein Payment of principal of and interest on the Series 2005 Ji. Bonds maturinfi on or after July 1, 2008 (the "Insured Series 2005 Ji. Bonds") when due will be insured by a financial fiuaranty insurance policy to be issued by MBIJJ. Insurance Corporation simultaneously with the delivery of the Insured Series 2005 Ji. Bonds See "BOND INSUEJJ.NCE" herein MBIA This cover page contains certain information for reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. M.!lTURITY SCHEDULE $26,?,625,000 SERI.!lL BONDS Maturity Maturity Date Principal Interest Price or Date Principal Interest Price or July I Amonnt Ra<e Yield CUSIPt July I Amonnt Ra<e Yield CUSIPt 2006'' $12,655,000 3.000% 2.680% 797669LUO 2016 $3,670,000 3.875% 3.940% 797669MM7 2007'' ~195,000 3.000 2.860 797669LV8 2016 12,250,000 5.000 39to' 797669MN5 2007'' ,455,000 5.000 2.860 797669LW6 2017 5,200,000 4 000 3 9 0' 797669MPO 2008 :yoso,ooo 3.000 2.980 797669LX,? 2017 lf820,000 5.000 3. 990' 797669MQ8 2008 ,265,000 5.000 2.980 797669LY2 2018 1 ,455,000 5.000 4.040' 797669MR6 2009 9,115,000 4 000 3.160 797669LZ9 2019 9,215,000 5.000 4.080' 797669MS4 2009 5,850,000 5.000 3.160 797669M.!1_3 2020 'i'.635,000 4 250 100 797669MT2 2010 6,840,000 3.250 3.290 797669MB1 2020 ,040,000 5.000 4.120• 797669MU9 2011 8,225,000 5.000 3440 797669MC9 2021 4,650,000 5.000 4.140' 797669MV7 2012 6,595,000 3.500 3.600 797669MD7 2022 4,875,000 5.000 4.160' 797669MW5 2012 2,t15,000 5.000 3.600 797669ME5 2023 5,120,000 5.000 4.190' 797669MX3 2013 2, 45,000 3.625 3.690 797669MF2 2024 18,510,000 5.000 4.210• 797669MY1 2013 9,685,000 5.000 3.690 797669MGO 2025 17,300,000 4 250 4.480 797669NJJ.2 2014 2,175,000 3750 3770 797669MH8 2025 2,130,000 4 375 4.480 797669MZ8 2014 11,270,000 5.000 3770 797669MJ4 2026 20,260,000 5.000 4.250' 797669NBO 2015 4,880,000 4 000 3.860 797669MK1 2030 1,650,000 4 500 4 550 797669NC8 2015 10,250,000 5.000 3.860 797669ML9 $55,685,000 5.00% Term Bonds due July 1, 2030; Yield4.30%\ CUSIPf: 797669ND6 $31,785,000 5.00% Term Bonds due July 1, 2034, Yield4.33%\ CUSIPf: 797669NE4 The Series 2005 JI. Bonds are offered when, as and if issued and received by the UnderwrUers, subject to the approval of validi;ty by Orrick, Herrimjton g' Sutcliffe LLP and Lofton g' Jennin!js, San Francisco, California, Co-Bond Counsel. Certai;n le!jal matters will be passed upon for the Underwriters by Nixon Peabody LLP, San Francisco, California and for the District by its General Counsel, Sherwood G Wakeman, Esq The Series 2005 JI. Bonds are expected to be delivered throu!jh DTC on or about September 7, 2005 MORGAN STANLEY CITIGROUP Bear, Stearns & Co. Inc. Goldman, Sachs & Co. Merrill Lynch & Co. Backstrom Mc Carley Berry & Co., LLC Jackson Securities Loop Capital Markets, LLC Siebert Brandford Shank & Co., LLC The date of this Official Statement is Jl.u!just 10, 2005 Priced to the par call date of July 1, 2015 Copyri!jht 2005, Jl.merican Bankers Jl.ssociation CU SIP data provided by Standard g' Poor's CU SIP Service Bureau, a division of The McGraw-Hill Companies, Inc. CU SIP Numbers are provided for convenience of reference only Neither the District nor the Underwriters take any responsibility for the accuracy of such numbers North onco I ~~ -~~i.-'" artin.ez ... ·· · ·· · · An,tioch kspur nco fl ,, Cla . nt Hill DanviUe itAr Station) n Ramon . Ill Ill 1ss1on .. .. 1ss1on To n~ Tracy/ Dublin "' Stockton Livermore Pleasanton Weekdays Only Peak Period 6 am-9aml 4pm-7pm . .. .. .. .•• . ••••. ....................... •••• •••••••••••·······F· . (approx. times) . .. .. .. rie·· m·· ont BART Richmond- . Daly C · FO/Millbrae BART Fremont-Daly City arm r1n• BART Pittsbu · ay Point­ SFOJMillbrae BART DublinlPleasanton­ Daly City San Joaquin (Amtrak) ACE (Alta.mont Commuter Express) an Caltrain BART Pa Jose Regional Rail Transfer Point To Gilroy SAN FRANCISCO BAY AREA RAPID TRANSIT DISTRICT 300 Lakeside Drive, 23rd Floor Oakland, California 94612 (510) 464-6000 BOARD OF DIRECTORS Joel Keller Carole Ward Allen President Vice President Thomas M. Blalock Gail Murray James Fang Tom Radulovich Bob Franklin Lynette Sweet ZoydLuce OFFICERS Thomas E. Margro - General Manager Scott L. Schroeder - Controller/Treasurer Kenneth A. Duron - District Secretary GENERAL COUNSEL Sherwood G. Wakeman, Esq. TRUSTEE U.S. Bank National Association San Francisco, California CO-BOND COUNSEL Orrick, Herrington & Sutcliffe LLP San Francisco, California Lofton & Jennings San Francisco, California CO-FINANCIAL ADVISORS Public Financial Management, Inc. San Francisco, California Eagle Asset Management San Francisco, California VERIFICATION AGENT Causey, Demgen & Moore, Inc. Denver, Colorado IN CONNECTION WITH THE OFFERING OF THE SERIES 2005 A BONDS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2005 A BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITERS MAY OFFER AND SELL THE SERIES 2005 A BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE COVER PAGE HEREOF, AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS. This Official Statement does not constitute an offer to sell the Series 2005 A Bonds in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. No dealer, broker, salesman or other person has been authorized by the San Francisco Bay Area Rapid Transit District (the "District") or the llllderwriters identified on the cover page of this Official Statement (the "Underwriters") to give any information or to make any representation other than that contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized.
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