Lehman Brothers Bear, Stearns & Co
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NEW ISSUE RATINGS: Moody's: Aaa Standard & Poor's: AAA Insured by: FGIC OFFICIAL STATEMENT DATED MAY 12, 2004 In the opinion of Bond Counsel, interest on the 2004 Bonds is includible in gross income for federal and State of Arizona income tax purposes and therefore is not exempt from present federal income taxation and State of Arizona income taxation. See ""TAX MATTERS,'' herein. $260,000,000 CITY OF PHOENIX CIVIC IMPROVEMENT CORPORATION RENTAL CAR FACILITY CHARGE REVENUE BONDS, TAXABLE SERIES 2004 Dated: Date of Delivery Due: July 1, as shown on inside front cover Principal of, and premium, if any, on the Rental Car Facility Charge Revenue Bonds, Taxable Series 2004 (the ""2004 Bonds'') are payable at the designated corporate trust oÇce of U.S. Bank National Association, Minneapolis, Minnesota, as trustee (the ""Trustee,'' also referred to herein as the ""Registrar,'' ""Paying Agent'' and ""Authenticating Agent''). The 2004 Bonds will be issued as fully registered bonds in the denominations of $5,000 each or any integral multiple thereof. Interest on the 2004 Bonds is payable semiannually on January 1 and July 1 of each year, commencing January 1, 2005, by check of the Trustee, mailed to the person shown on the bond register of the City of Phoenix Civic Improvement Corporation (the ""Corporation'') maintained by the Trustee as being the registered owner of such 2004 Bond as of the Ñfteenth day of the month immediately preceding such interest payment date, at the address appearing on said bond register or at such other address as is furnished to the Trustee in writing by such registered owner before the Ñfteenth day of the month prior to such interest payment date. The 2004 Bonds are subject to redemption prior to maturity as described herein. The 2004 Bonds are special revenue obligations of the Corporation and are payable solely from certain payments required to be paid by the City of Phoenix, Arizona (the ""City'') to the Corporation pursuant to a City Purchase Agreement dated as of June 1, 2004 (the ""City Purchase Agreement''). The obligation of the City to make certain payments under the City Purchase Agreement is secured by a Ñrst priority pledge of Pledged Revenues (as deÑned herein) to be derived primarily from daily usage fees (the ""Customer Facility Charges'') to be paid by rental car customers arriving at Phoenix Sky Harbor International Airport (the ""Airport'') and to be charged, collected and remitted by rental car companies (the ""Companies'') obtaining customers at the Airport and the funds and accounts established under the Bond Indenture dated as of June 1, 2004 between the Corporation and the Trustee, including a 2004 Debt Service Reserve Fund, a Debt Service Coverage Fund and an Improvement Reserve/Surplus Fund. The obligation of the City to make payments under the City Purchase Agreement is absolute and unconditional, but does not constitute a pledge of the full faith and credit, or the ad valorem taxing power of the City or of other revenues generated by the Airport System (as deÑned herein), except as expressly provided herein. Payment of principal of and interest on the 2004 Bonds is not guaranteed by any of the Companies and no revenues, proÑts or property of the Companies are pledged as security for the 2004 Bonds. See ""SECURITY AND SOURCE OF PAYMENT'' herein. The scheduled payment of principal of and interest on the 2004 Bonds when due will be guaranteed by a municipal bond insurance policy to be issued simultaneously with the delivery of the 2004 Bonds by Financial Guaranty Insurance Company. Proceeds of the 2004 Bonds, together with previously collected Customer Facility Charges, will be used to pay the cost of designing, acquiring, constructing and equipping a consolidated rental car facility at the Airport (the ""Project''). See ""THE PROJECT'' herein. This cover page contains only a brief description of the 2004 Bonds and the security therefor, and is designed for quick reference only. The cover page is not a summary of all material information with respect to the 2004 Bonds or of investment risks involved with the purchase of the 2004 Bonds, and investors are advised to read the entire OÇcial Statement, giving particular attention to the matters discussed under ""BONDHOLDERS' RISKS,'' in order to obtain information essential to making an informed investment decision. The 2004 Bonds are oÅered when, as and if issued and received by the Underwriters, and subject to the legal opinion of Greenberg Traurig, LLP, Bond Counsel, as to validity. Certain legal matters will be passed upon for the Underwriters by Squire Sanders & Dempsey L.L.P., Counsel to the Underwriters. It is expected that the 2004 Bonds will be available for delivery in deÑnitive form in New York, New York on or about June 2, 2004. Lehman Brothers Bear, Stearns & Co. Inc. Piper JaÅray RBC Dain Rauscher Inc. Siebert Brandford Shank & Co., LLC Stone & Youngberg LLC Banc of America Securities LLC Samuel A. Ramirez & Co., Inc. Hutchinson, Shockey, Erley & Co. Peacock, Hislop, Staley & Given, Inc. Zions First National Bank MATURITY SCHEDULE $260,000,000 Rental Car Facility Charge Revenue Bonds, Taxable Series 2004 Maturity Principal Interest Maturity Principal Interest July 1 Amount Rate Price July 1 Amount Rate Price 2007 $ 5,960,000 3.69% 100.00% 2012 $7,435,000 5.47% 100.00% 2008 6,180,000 4.21 100.00 2013 7,845,000 5.60 100.00 2009 6,440,000 4.60 100.00 2014 8,285,000 5.62 100.00 2010 6,735,000 4.94 100.00 2015 8,750,000 5.77 100.00 2011 7,065,000 5.25 100.00 $19,050,000 5.87% Term Bonds due July 1, 2017, Price 100.00% $21,360,000 5.97% Term Bonds due July 1, 2019, Price 100.00% $65,880,000 6.17% Term Bonds due July 1, 2024, Price 100.00% $89,015,000 6.25% Term Bonds due July 1, 2029, Price 100.00% CITY OF PHOENIX, ARIZONA CITY OF PHOENIX CIVIC IMPROVEMENT CORPORATION Wallace Estfan President and Director Harvey Saari James H. Lundy Vice President and Director Secretary-Treasurer and Director Barbara Barone Michael R. Davis Director Director CITY OF PHOENIX, ARIZONA CITY COUNCIL Phil Gordon Mayor Peggy Bilsten, Vice Mayor Peggy Neely, Member District 3 District 2 Michael Johnson, Member Dave Siebert, Member District 8 District 1 Doug Lingner, Member Tom Simplot, Member District 7 District 4 Claude Mattox, Member Greg Stanton, Member District 5 District 6 ADMINISTRATIVE OFFICIALS Frank A. Fairbanks City Manager Sheryl L. Sculley Alton Washington Assistant City Manager Special Assistant City Manager Marsha Wallace Deputy City Manager Kevin Keogh David Cavazos Chief Financial OÇcer Acting Aviation Director Peter Van Haren Vicky Miel City Attorney City Clerk SPECIAL SERVICES GREENBERG TRAURIG, LLP LANDRUM & BROWN, INC. Phoenix, Arizona Chicago, Illinois Bond Counsel Financial Feasibility Consultants KPMG LLP U.S. BANK NATIONAL ASSOCIATION Phoenix, Arizona Minneapolis, Minnesota CertiÑed Public Accountants Trustee, Registrar, Paying Agent This OÇcial Statement does not constitute an oÅering of any security other than the original oÅering of the 2004 Bonds of the Corporation identiÑed on the cover page hereof. No person has been authorized by the Corporation, the City or the Underwriters to give any information or to make any representation other than as contained in this OÇcial Statement, and if given or made, such other information or representation not so authorized should not be relied upon as having been given or authorized by the Corporation, the City or the Underwriters. This OÇcial Statement does not constitute an oÅer to sell or the solicitation of any oÅer to buy, and there shall not be any sale of the 2004 Bonds by any person, in any jurisdiction in which it is unlawful to make such oÅer, solicitation or sale. The information set forth herein has been obtained from the City and 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. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this OÇcial Statement nor any sale made hereunder shall, under any circum- stances, give rise to any implication that there has been no change in the aÅairs of the Corporation or the City since the date hereof. There is no obligation on the part of the City or the Corporation to provide any continuing secondary market disclosure other than as described herein under the heading ""CONTINUING DISCLOSURE.'' Upon issuance, the 2004 Bonds will not be registered by the Corporation, the City or the Underwriters under the Securities Act of 1933, as amended, or any state securities law, and will not be listed on any stock or other securities exchange. Neither the Securities and Exchange Commission nor any other federal, state or other governmental entity or agency will have passed upon the accuracy or adequacy of this OÇcial Statement or approved the 2004 Bonds for sale. IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2004 BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCON- TINUED AT ANY TIME. i TABLE OF CONTENTS Page Introduction ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1 The Airport and the Airport SystemÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1 The Project ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2 General Description