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Teodoro Moscoso Bridge) New Issue - Book Entry Only Ratings Standard & Poor’s: BBB+ Moody’s: Baa2 $153,222,270.45 Puerto Rico Highways and Transportation Authority Special Facility Revenue Refunding Bonds, 2003 Series A (Teodoro Moscoso Bridge) The Authority will issue the Bonds and lend the proceeds to Autopistas de Puerto Rico y Compañía, S.E. Autopistas de Puerto Rico operates the Teodoro Moscoso toll bridge pursuant to a concession agreement with Puerto Rico Highways and Transportation Authority. The bridge is owned by the Authority. The Bonds are payable primarily from net toll revenues from the bridge collected by Autopistas de Puerto Rico (after payment of bridge operating and maintenance expenses). In the event that such net toll revenues, together with available reserves, are insufficient to pay the Bonds, or that the concession agreement is otherwise terminated, the Authority will assume Autopistas de Puerto Rico’s obligation to pay the Bonds, the concession will be acquired by the Authority, and the Authority will be required to exchange the Bonds for new senior or subordinated bonds (at the option of the Authority) having the same terms as the Bonds but issued under its 1998 bond resolution, provided the Authority meets the requirements for the issuance of such new bonds. If the Authority cannot issue such new bonds in exchange for the Bonds, the Bonds would continue to be payable from available net toll revenues from the bridge and from any other revenues available to the Authority, after payment of debt service on the bonds issued under the 1998 bond resolution. • The Bonds will be issued as Serial Bonds, Term Bonds, and Capital Appreciation Bonds, in denominations of $1,000 principal amount and multiples thereof in the case of the Serial Bonds, $5,000 principal amount and multiples thereof in the case of the Term Bonds, and $5,000 maturity amounts and multiples thereof in the case of the Capital Appreciation Bonds. • Interest on the Serial Bonds and the Term Bonds will be payable monthly on the first day of each month, beginning on December 1, 2003. Interest on the Capital Appreciation Bonds will compound every six months, on each January 1 and July 1, beginning on January 1, 2004, and will be payable at maturity or prior payment in full of the Bonds. Interest will accrue from the date of issuance of the Bonds. • Interest on the Bonds is exempt from Puerto Rico taxes and, under certain circumstances, United States taxes to residents of Puerto Rico. See “Taxation” beginning on page 68 of this Official Statement. • The Authority is issuing the Bonds to refund the Authority’s Special Facility Revenue Bonds, 1992 Series A, B and C (San José Lagoon Bridge Project), which were issued to fund the construction of the bridge. • The Bonds will be registered under The Depository Trust Company’s (“DTC”) book-entry only system. Purchasers of the Bonds will not receive definitive Bonds. • The Bonds are subject to mandatory and optional redemption as described in this Official Statement. • The inside cover sets forth detailed information on the maturities, prices, interest rates and yields of the Bonds. • The Bonds are expected to be delivered to DTC on or about October 30, 2003. The Bonds are not a debt of the Commonwealth of Puerto Rico or any of its political subdivisions, other than the Authority, and neither the Commonwealth of Puerto Rico nor any of its subdivisions, other than the Authority, is required to pay the Bonds. UBS Financial Services Incorporated of Puerto Rico Citigroup Santander Securities BBVA Capital Markets Doral Securities Morgan Stanley DW Inc. Oriental Financial Services Popular Securities R-G Investments Corporation Wachovia Securities, LLC October 22 , 2003 $153,222,270.45 Puerto Rico Highways and Transportation Authority Special Facility Revenue Refunding Bonds, 2003 Series A (Teodoro Moscoso Bridge) $11,890,000.00 Serial Bonds - Price: 100% Maturity Date Principal Amount Interest Rate July 1, 2008 $525,000.00 3.75% 2009 740,000.00 4.00 2010 990,000.00 4.25 2011 1,870,000.00 4.50 2012 3,185,000.00 4.75 2013 4,580,000.00 5.00 $15,662,270.45 Capital Appreciation Bonds Maturity Date Initial Principal Amount Yield July 1, 2021 $3,692,047.95 5.90% 2022 2,852,976.50 5.95 2023 2,299,173.00 6.00 2024 2,352,721.80 6.05 2025 2,228,712.20 6.10 2026 2,236,639.00 6.15 $35,240,000.00 5.55% Term Bonds Due July 1, 2018 - Price - 100% $23,580,000.00 5.65% Term Bonds Due July 1, 2020 - Yield - 5.65% (NRO) $40,930,000.00 5.85% Term Bonds Due July 1, 2025 - Price - 100% $25,920,000.00 5.85% Term Bonds Due March 1, 2027 - Yield - 5.899% (NRO) No dealer, broker, salesman or any other person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Official Statement in connection with the offer made by this Official Statement and, if given or made, such information or representations must not be relied upon as having been authorized by the Authority, Autopistas de Puerto Rico, or any Underwriter. 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 Bonds offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation, or sale. The information contained herein has been obtained from Autopistas de Puerto Rico and the Authority and from other sources which are believed to be reliable but is not guaranteed as to accuracy or completeness, and is not to be construed as a representation, by the Underwriters or, as to information from such other sources, by Autopistas de Puerto Rico and the Authority. 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 implies that there has not been any change in the affairs of the Authority and Autopistas de Puerto Rico at any time subsequent to the date hereof. This Official Statement is delivered in connection with the offer and sale of the Bonds described herein and may not be reproduced or used, in whole or in part, for any other purpose. The Underwriters have provided the following sentence and the next paragraph for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. TABLE OF CONTENTS Page Page Summary ..................................5 Underwriting ........................... 71 Introduction ................................9 Legal Matters........................... 72 Forward-Looking Statements ..................11 Miscellaneous........................... 73 Bondholders’ Risks .........................11 The Bonds ................................15 Appendix I Glossary of Terms Security and Sources of Payment ...............21 Appendix II Financial Statements of Use of Proceeds ............................25 Autopistas de Puerto Rico for The Teodoro Moscoso Toll Bridge .............26 Years ended December 31, 2002 Autopistas de Puerto Rico ....................27 and 2001 The Authority..............................37 Appendix III Form of Opinion of Co-Bond Summary of the Concession Agreement .........55 Counsel Summary of the Loan Agreement ..............57 Appendix IV Summary of Resolution No. 98- Summary of the Trust Agreement ..............61 06 Government Development Bank ...............68 Appendix V Table of Accreted Values for Taxation..................................68 Capital Appreciation Bonds Ratings...................................69 Appendix VI Letter of Traffic Engineers Continuing Disclosure .......................70 Legal Investment ...........................71 Verification of Mathematical Accuracy..........71 3 [intentionally left blank] SUMMARY This summary highlights information contained elsewhere in this Official Statement. You should read the entire Official Statement, including the “Bondholders’ Risks” section beginning on page 11. Certain capitalized terms used in this Official Statement are defined in the Glossary of Terms included as Appendix I. The Authority Puerto Rico Highways and Transportation Authority is a public corporation and governmental instrumentality of the Commonwealth of Puerto Rico. The Authority will issue the Bonds and lend the proceeds from the sale of the Bonds to Autopistas de Puerto Rico. The Bonds are not a debt of the Commonwealth of Puerto Rico or any of its political subdivisions, other than the Authority, and neither the Commonwealth of Puerto Rico nor any of its political subdivision, other than the Authority, is required to pay the Bonds. Autopistas de Puerto Rico Autopistas de Puerto Rico y Compañía, S.E. (“Autopistas de Puerto Rico”) is a Puerto Rico partnership. The partners of Autopistas de Puerto Rico are Abertis Infraestructuras, S.A. (“Abertis”), a company organized under the laws of Spain, which has a 75% interest in Autopistas de Puerto Rico, Supra and Company, S.E., a Puerto Rico special partnership, which has a 25% interest in Autopistas de Puerto Rico, and Autopistas Corporation, a Puerto Rico corporation wholly-owned by Abertis and Supra, which acts as Autopistas de Puerto Rico’s managing partner and has a nominal interest in the partnership. The principal stockholders of Abertis are La Caixa group, one of the largest financial institutions in Spain, and Grupo Dragados, S.A., one of the largest construction companies in Europe. Autopistas de Puerto Rico has elected to be treated as a special partnership under Puerto Rico law, and accordingly the liability of each partner for obligations of Autopistas de Puerto Rico is limited to its share of the partnership’s paid-in capital.
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