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Oakland Redevelopment Subordinated

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Oakland Redevelopment Subordinated NEW ISSUE - BOOK-ENTRY ONLY RATINGS: (Ambac Insured) (Underlying) Moody’s: Aaa Moody’s: A2 S&P: AAA S&P: A Fitch: AAA Fitch: A (See “RATINGS” herein) In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the Series 2006A Bonds is excluded from gross income for federal income tax purposes, except during any period while a Series 2006A Bond is held by a “substantial user” of the facilities financed by the Series 2006A Bonds or by a “related person” within the meaning of Section 147(a) of the Internal Revenue Code of 1986. It should be noted, however, that such interest is an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel, interest on the Series 2006 Bonds is exempt from California personal income taxes. Interest on the Series 2006A-T Bonds is subject to all appropriate federal income taxation. See “TAX MATTERS.” $2,195,000 $82,645,000 REDEVELOPMENT AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF OAKLAND CITY OF OAKLAND SUBORDINATED HOUSING SET ASIDE SUBORDINATED HOUSING SET ASIDE REVENUE REFUNDING BONDS, SERIES 2006A REVENUE BONDS, SERIES 2006A-T (Federally Taxable) Dated: Date of Delivery Due: September 1, as shown on inside cover page This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2006A Bonds are issued for the purpose of providing funds, together with other lawfully available moneys to establish an irrevocable escrow to refund and defease certain of the Redevelopment Agency’s Subordinated Housing Set Aside Revenue Bonds, Series 2000T (Federally Taxable) (the “Prior Bonds”). The Series 2006A-T Bonds are issued for the primary purpose of providing funds, together with other lawfully available moneys to: (i) establish an irrevocable escrow to refund and defease certain of the Prior Bonds, (ii) finance low and moderate income housing activities in the Redevelopment Agency’s Project Areas, and (iii) pay the costs of issuance of the Series 2006 Bonds, including bond insurance and reserve account surety bond premiums. The Series 2006A Bonds and the Series 2006A-T Bonds (collectively, the “Series 2006 Bonds”) are issued pursuant to an Indenture of Trust dated as of May 1, 2000, by and between the Agency and The Bank of New York Trust Company, N.A. (the “Trustee”), as successor to BNY Western Trust Company, as supplemented by the First Supplemental Indenture dated as of April 1, 2006 (collectively, the “Indenture”), by and between the Agency and the Trustee. The Series 2006 Bonds will be issued in book-entry form, initially registered in the name of Cede & Co. as nominee of the Depository Trust Company, New York, New York (“DTC”), who will act as securities depository for the Series 2006 Bonds. Individual purchases of the Series 2006 Bonds will be in book-entry form only, and in principal amounts of $5,000 or any integral multiple thereof. Purchasers will not receive physical certificates representing their interests in the Series 2006 Bonds. Principal of, interest on and redemption premium, if any, on the Series 2006 Bonds will be paid by the Trustee directly to DTC, which in turn is obligated to remit such principal, interest and redemption premium, if any, to DTC Participants for subsequent disbursement to the Beneficial Owners of the Series 2006 Bonds. See APPENDIX G–“DTC AND THE BOOK–ENTRY ONLY SYSTEM.” Interest on the Series 2006 Bonds will be payable on each March 1 and September 1 of each year, commencing September 1, 2006 at the respective rates set forth below. Principal of the Series 2006 Bonds is payable on the dates and in the respective principal amounts set forth below. The Series 2006 Bonds are subject to optional and mandatory sinking account redemption as described herein. See “THE SERIES 2006 BONDS–REDEMPTION PROVISIONS.” For a discussion of some of the risks associated with the purchase of the Series 2006 Bonds, see “CERTAIN RISKS TO BONDHOLDERS.” The Series 2006A Bonds are not subject to acceleration or redemption, and the rate of interest on the Bonds is not subject to adjustment, by reason of the interest on the Series 2006A Bonds being included in gross income for purposes of federal income taxation. The Series 2006 Bonds are payable from and secured by Subordinated Housing Set Aside Revenues (as defined herein), consisting primarily of the portion of tax increment required to be set aside for low and moderate income housing purposes, which tax increment is derived from property in the Agency’s Project Areas and allocated to the Agency pursuant to the Redevelopment Law and following application thereof to payment of certain outstanding bonds of the Agency. No funds or properties of the Agency, other than the Subordinated Housing Set Aside Revenues, are pledged to secure the Series 2006 Bonds. The pledge of Subordinated Housing Set Aside Revenues to secure the Series 2006 Bonds is subordinate to a pledge of Tax Revenues (as defined herein) to secure the Agency’s Central District Redevelopment Project, Senior Tax Allocation Bonds, Series 1992 and the Agency’s Acorn Redevelopment Project 1988, Tax Allocation Refunding Bonds, and such pledge is on a parity with a pledge thereof to secure the Agency’s Subordinated Housing Set Aside Revenue Bonds, Series 2000T (Federally Taxable). See “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2006 BONDS.” The scheduled payment of principal and interest on the Series 2006 Bonds when due will be guaranteed under a financial guaranty insurance policy to be issued concurrently with the delivery of the Series 2006 Bonds by Ambac Assurance Corporation. THE SERIES 2006 BONDS ARE NOT A DEBT OF THE CITY OF OAKLAND, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS OTHER THAN THE AGENCY TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE, AND NEITHER THE CITY, THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS OTHER THAN THE AGENCY IS LIABLE THEREFOR. THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2006 BONDS ARE PAYABLE SOLELY FROM SUBORDINATED HOUSING SET ASIDE REVENUES ALLOCATED TO THE AGENCY AND CERTAIN OTHER FUNDS PLEDGED THEREFOR UNDER THE INDENTURE. THE SERIES 2006 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. NONE OF THE MEMBERS OF THE AGENCY,THE CITY COUNCIL, OR ANY PERSONS EXECUTING THE SERIES 2006 BONDS, ARE LIABLE PERSONALLY ON THE SERIES 2006 BONDS BY REASON OF THEIR ISSUANCE. THE AGENCY HAS NO TAXING POWER. The Series 2006 Bonds are offered when, as and if issued, subject to the approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will be passed upon for the Agency by the City Attorney of the City of Oakland in his capacity as Agency Counsel, Oakland, California and for the Agency and the Underwriters by Lofton & Jennings, San Francisco, California. It is anticipated that the Series 2006 Bonds in book-entry form will be available for delivery through the facilities of DTC in New York, New York on or about April 4, 2006. E. J. DE LA ROSA & CO., INC. STONE & YOUNGBERG LLC Dated: March 22, 2006 MATURITY SCHEDULE $2,195,000 Series 2006A Bonds Maturity Date Principal Interest CUSIP (September 1) Amount Rate Price No.† 2018 $2,195,000 5.000% 105.648%†† 67232PAF0 $82,645,000 Series 2006A-T Bonds Maturity Date Principal Interest CUSIP (September 1) Amount Rate Price No.† 2006 $1,120,000 5.030% 100% 67232PAG8 2007 460,000 5.153 100 67232PAH6 2008 475,000 5.182 100 67232PAJ2 2009 500,000 5.219 100 67232PAK9 2010 530,000 5.248 100 67232PAL7 2011 2,860,000 5.268 100 67232PAM5 2012 3,010,000 5.308 100 67232PAN3 2013 3,170,000 5.344 100 67232PAP8 $10,565,000 5.383% Term Bonds due September 1, 2016 –Price: 100% – 67232PAQ6 $19,635,000 5.653% Term Bonds due September 1, 2021 –Price: 100% – 67232PAR4 $12,525,000 5.827% Term Bonds due September 1, 2026 –Price: 100% – 67232PAS2 $27,795,000 5.927% Term Bonds due September 1, 2036 –Price: 100% – 67232PAT0 ____________ † Copyright 2006, American Bankers Association. CUSIP numbers herein are provided by Standard & Poor's CUSIP Service Bureau, a Division of the McGraw-Hill Companies, Inc., and are set forth herein for the convenience of reference only. The Agency, Bond Counsel, Disclosure Counsel and the Underwriters do not assume responsibility for the accuracy of such numbers. †† Priced to call at 100% on September 1, 2016. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations in connection with the offer or sale of the Series 2006 Bonds by the Agency or the Underwriters, 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 Agency 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 Series 2006 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. The information set forth herein has been furnished by the Agency and includes information which has been obtained from other sources which are believed to be reliable and the Agency and the underwriters have a reasonable basis for believing that the information set forth herein is accurate, but such information is not guaranteed by the Agency or the Underwriters as to accuracy or completeness and is not to be construed as a representation by the Underwriters.
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