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Mellon Financial Markets Llc Rbc Capital Markets Natcity Investments, Inc NEW ISSUE—BOOK ENTRY ONLY RATINGS: Moody’s: “Aa3” S&P: “AA-” Fitch: “AA-” (See “RATINGS” herein) In the opinion of Co-Bond Counsel under existing laws, regulations and judicial decisions, interest on the 2008A Bonds is excluded from gross income for federal income tax purposes. Furthermore, in the opinion of Co-Bond Counsel, interest on the 2008A Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, with respect to corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on such corporations. Furthermore, in the opinion of Co-Bond Counsel, under the laws of the Commonwealth of Pennsylvania, as presently enacted and construed, the 2008A Bonds are exempt from personal property taxes in Pennsylvania and interest on the 2008A Bonds is exempt from Pennsylvania personal income tax and from Pennsylvania corporate net income tax. Co-Bond Counsel’s opinion is subject to continuing compliance with tax covenants contained in the Bond Indenture and the Agreement to satisfy certain provisions of the Internal Revenue Code of 1986, as amended (See “TAX EXEMPTION AND OTHER TAX MATTERS”). $490,825,000 ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY UNIVERSITY OF PITTSBURGH MEDICAL CENTER REVENUE BONDS SERIES 2008A DATED: Date of Delivery MATURITY: As shown herein The 2008A Bonds will be issued as fully registered bonds, and shall initially be registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York that will act as securities depository for the 2008A Bonds. Purchasers will not receive certificates representing their ownership interest in the 2008A Bonds. So long as Cede & Co. is the registered owner, as nominee of DTC, references herein to “Owners”, “registered owners” or “Bondholders” shall mean Cede & Co., as aforesaid, and shall not mean the beneficial owners of the 2008A Bonds. Beneficial ownership of the 2008A Bonds may be acquired in denominations of $5,000 or any integral multiple thereof. Principal of and interest on the 2008A Bonds will be paid by The Bank of New York Trust Company, N.A., Pittsburgh, Pennsylvania, as trustee (the “Bond Trustee”). So long as DTC or its nominee, Cede & Co., is the registered owner, such payments will be made directly to Cede & Co. Disbursements of such payments to the DTC Participants is the responsibility of DTC and disbursements of such payments to the beneficial owners is the responsibility of the DTC Participants and the Indirect Participants, as more fully described herein. Interest will be payable on September 1, 2008 and semiannually on each March 1 and September 1 thereafter by check mailed to the registered Bondholders as of the close of business on the applicable record date preceding each Interest Payment Date. The 2008A Bonds are subject to extraordinary optional redemption prior to maturity as set forth herein. The 2008A Bonds will be issued pursuant to a Trust Indenture dated as of March 1, 2008 (the “Bond Indenture”) between the Bond Trustee and the Allegheny County Hospital Development Authority (the “Authority”). The principal of, premium, if any, and interest on the 2008A Bonds will be payable solely from, and secured by, the Authority’s pledge and assignment to the Bond Trustee of the Trust Estate, which includes payments to be made under a Loan Agreement dated as of March 1, 2008 (the “Agreement”) between the Authority and UPMC (the “Corporation”), a Pennsylvania nonprofit corporation. The payment obligation of the Corporation under the Agreement will be evidenced through the issuance by the Corporation of a promissory note (the “2007 MTI Note”) to the Authority and assigned to the Bond Trustee, pursuant to the terms of a Master Indenture dated as of May 1, 2007, as previously supplemented (the “2007 Master Indenture”), between the Corporation and The Bank of New York Trust Company, N.A., as master trustee. The Corporation, UPMC Presbyterian Shadyside, Magee Womens Hospital of University of Pittsburgh Medical Center, UPMC Passavant and UPMC St. Margaret are members of the obligated group under the 2007 Master Indenture (the “2007 Obligated Group”). The 2007 MTI Note will be an obligation issued under the 2007 Master Indenture secured by a gross revenue pledge of the 2007 Obligated Group. THE 2008A BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM THE TRUST ESTATE. NEITHER THE PRINCIPAL OF THE 2008A BONDS, NOR THE INTEREST ACCRUING THEREON, SHALL EVER CONSTITUTE A GENERAL INDEBTEDNESS OF THE AUTHORITY OR AN INDEBTEDNESS OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION OR INSTRUMENTALITY THEREOF, INCLUDING THE COUNTY OF ALLEGHENY, WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION WHATSOEVER OR SHALL EVER CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION OR INSTRUMENTALITY THEREOF, INCLUDING THE COUNTY OF ALLEGHENY, NOR WILL THE 2008A BONDS BE, OR BE DEEMED TO BE, AN OBLIGATION OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION OR INSTRUMENTALITY THEREOF, INCLUDING THE COUNTY OF ALLEGHENY. THE AUTHORITY HAS NO TAXING POWER. The 2008A Bonds are offered when, as and if issued by the Authority and accepted by the Underwriters, subject to prior sale, withdrawal of or modification of the offer without notice, and subject to the approving legal opinion of Eckert Seamans Cherin & Mellott, LLC, and Houston Harbaugh, P.C, both of Pittsburgh, Pennsylvania, Co-Bond Counsel, to be furnished upon delivery of the 2008A Bonds. Certain legal matters will be passed upon for the Authority by its counsel, Thorp Reed & Armstrong, LLP, Pittsburgh, Pennsylvania, for the Corporation by its counsel, William G. Shaffner, Esquire, and for the Underwriters by Buchanan Ingersoll & Rooney PC, Pittsburgh, Pennsylvania. It is expected that the 2008A Bonds will be available for delivery on or about March 27, 2008. This cover page is for quick reference only and does not summarize the issue. Investors must read the entire Official Statement to obtain information essential to an informed investment decision. Unless indicated, capitalized terms have the meanings given in the Official Statement. MELLON FINANCIAL MARKETS LLC RBC CAPITAL MARKETS NATCITY INVESTMENTS, INC. The date of this Official Statement is March 17, 2008. $490,825,000 ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY UNIVERSITY OF PITTSBURGH MEDICAL CENTER REVENUE BONDS SERIES 2008A MATURITIES, INTEREST RATES, PRICES AND CUSIPS Principal Interest Due Amount Rate Price CUSIP 09/01/2008 14,875,000 4.00% 100.743% 01728A L79 03/01/2009 3,000,000 4.00% 101.652% 01728A L87 09/01/2009 15,425,000 5.00% 102.645% 01728A L95 03/01/2010 3,000,000 4.00% 101.295% 01728A M29 09/01/2010 18,200,000 5.00% 103.861% 01728A M37 09/01/2011 115,000,000 5.00% 104.638% 01728A M45 09/01/2011 10,000,000 4.00% 101.438% 01728A N44 09/01/2012 16,475,000 5.00% 104.928% 01728A M52 09/01/2013 10,275,000 5.00% 105.081% 01728A M60 09/01/2014 179,550,000 5.00% 104.979% 01728A M78 09/01/2015 13,950,000 5.00% 104.796% 01728A M86 09/01/2016 25,500,000 5.00% 104.398% 01728A M94 09/01/2017 32,300,000 5.00% 103.648% 01728A N28 09/01/2018 33,275,000 5.00% 103.029% 01728A N36 REGARDING USE OF THIS OFFICIAL STATEMENT The information set forth herein under the caption “THE AUTHORITY” has been provided by the Authority. The information set forth herein under the caption “BOOK ENTRY ONLY SYSTEM” has been furnished by The Depository Trust Company. All other information set forth herein has been provided by the Corporation or obtained from other sources identified herein that are believed to be reliable. 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 under any circumstances create any implication that there has been no change in the affairs of the Authority, The Depository Trust Company, or the Corporation since the date hereof. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representation other than those contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by the Authority, the Underwriters, the Corporation or any other person. 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 2008A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. THE 2008A BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAVE THE BOND INDENTURE OR THE MASTER INDENTURES BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE 2008A BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF SECURITIES LAWS OF THE STATES IN WHICH THE 2008A BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES NOR THE SECURITIES AND EXCHANGE COMMISSION HAS PASSED UPON THE MERITS OF THE 2008A BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT.
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