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Overland Park STAR Bonds Series 2012

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Overland Park STAR Bonds Series 2012 KUTAK ROCK LLP Preliminary Official Statement Dated November __, 2012 DRAFT 11/15/12 t NEW ISSUE NOT RATED BOOK-ENTRY ONLY In the opinion of Kutak Rock LLP, Bond Counsel, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended, the interest on the Series 2012 STAR Bonds (including any original issue discount properly y jurisdiction in allocable to an owner thereof) is excluded from gross income for federal income tax purposes, except as described herein and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. The interest on the Series 2012 STAR Bonds is excluded from the computation of Kansas adjusted gross income. See “TAX MATTERS” herein. $[Principal Amount]* e securities in an e securities CITY OF OVERLAND PARK, KANSAS SALES TAX SPECIAL OBLIGATION REVENUE BONDS SERIES 2012 (PRAIRIEFIRE AT LIONSGATE PROJECT) accepted prior to the time the Official the Statemen to the time accepted prior Dated: Date of Delivery Due: As shown on inside cover page The Series 2012 STAR Bonds (defined herein) are issuable only as fully registered Bonds, without coupons, and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Series 2012 STAR Bonds. Purchases of the Series 2012 STAR Bonds will be made in book-entry form in the original denomination of $100,000 or any integral multiple of $5,000 in excess thereof, subject to certain transfer rights as described herein. See “THE SERIES 2012 BONDS – Registration, shall there be any sale of thes there be any sale shall Transfer and Exchange.” Purchasers will not receive physical certificates representing their interests in Series 2012 STAR Bonds purchased. So long as Cede & Co. is the registered owner of the Series 2012 STAR Bonds, as nominee of DTC, references herein to the Bondowners or Registered Owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners (herein defined) of the Series 2012 STAR Bonds. Principal of and semiannual interest on the Series 2012 STAR Bonds will be paid from moneys available therefor under the terms of the Indenture (herein defined). So long as DTC or its nominee, Cede & Co., is the Bondowner, such payments will be made directly to such Bondowner. DTC is expected, in turn, to remit such principal and interest to the DTC Participants (herein defined) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2012 STAR Bonds will be payable semiannually on each June 1 and December 1, beginning June 1, 2013. The Series 2012 STAR Bonds are being issued by the City of Overland Park, Kansas (the “Issuer”) pursuant to a Trust Indenture dated as of December 1, 2012 (the “Indenture”), by and between the Issuer and UMB Bank, n.a., Kansas City, Missouri, as trustee (the “Trustee”) to (i) fund a portion of the costs of the STAR ies may not be sold nor may offers to buy be buy offers to nor may be sold not ies may Bond Improvements described herein as a part of the herein-described Project, (ii) fund capitalized interest, (iii) fund a debt service reserve fund and (iv) pay solicitation of an offer to buy nor of an offer to buy solicitation certain costs of issuance. The Series 2012 STAR Bonds are special, limited obligations of the Issuer payable solely from and secured by a pledge of, and lien y such jurisdiction. y such jurisdiction. upon, certain State and local sales and compensating use taxes generated from retail sales in the herein defined Redevelopment Project Area (the “Revenues”) and other moneys held by the Trustee pursuant to the Indenture. See “SECURITY FOR THE STAR BONDS” herein. The Series 2012 STAR Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See “THE SERIES 2012 STAR BONDS—Redemption Provisions” herein. MATURITY SCHEDULE—SEE INSIDE COVER PAGE THE SERIES 2012 STAR BONDS ARE NOT GENERAL OBLIGATIONS OF THE ISSUER AND NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE ISSUER, THE STATE OF KANSAS (THE “STATE”), OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE SERIES 2012 STAR BONDS. THE SERIES 2012 STAR BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE completion or amendment. These securit completion MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. Statement constitute an offer to sell or a Statement an constitute EACH PURCHASER OF THE SERIES 2012 STAR BONDS IS REQUIRED TO BE AN “APPROVED INVESTOR,” AS DEFINED HEREIN, WITH qualification under the securities laws of an SUFFICIENT KNOWLEDGE AND EXPERIENCE TO BE ABLE TO FULLY EVALUATE THE MERITS AND RISKS OF SUCH AN INVESTMENT, AND AGREES BY ITS PURCHASE OF SERIES 2012 STAR BONDS TO CERTAIN MATTERS, INCLUDING THAT ITS PURCHASE IS FOR ITS OWN ACCOUNT, OR AS A FIDUCIARY FOR OTHERS, AND FOR THE PURPOSE OF INVESTMENT AND NOT WITH A PRESENT VIEW TO RESALE. EACH PURCHASER OF THE SERIES 2012 THAT IS AN INDIVIDUAL ACCREDITED INVESTOR IS REQUIRED TO PROVIDE AN INVESTMENT LETTER UPON PURCHASE OF SUCH BONDS UNTIL SUCH TIME AS CERTAIN PROJECT MILESTONES HAVE BEEN SATISFIED. SEE “NOTICE TO INVESTORS” AND “THE SERIES 2012 STAR BONDS - Bondowner Restrictions.” The Series 2012 STAR Bonds involve a high degree of risk, and prospective purchasers should read the Section herein captioned “BONDOWNERS’ RISKS.” The Series 2012 STAR Bonds may not be suitable investments for all persons, and prospective purchasers should carefully evaluate the risks and merits of an investment in the Series 2012 STAR Bonds, should confer with their own legal and financial advisors and should be able to bear the risk of loss of their investment in the Series 2012 STAR Bonds before considering a purchase of the Series 2012 STAR Bonds. information contained herein are subject to are herein contained information umstances shall this Preliminary Official The Series 2012 STAR Bonds are offered when, as and if issued by the Issuer and received by Stifel Nicolaus & Company, Incorporated (the ould be unlawful prior to registration or “Underwriter”), subject to approval of their validity by Kutak Rock LLP, Kansas City, Missouri, Bond Counsel, and subject to certain other conditions. Certain other legal matters will be passed upon for the Issuer by the City Attorney, for the Developer, MC Prairiefire I, LLC and MC Prairiefire II, LLC, by Polsinelli Shughart, P.C., Overland Park, Kansas and for the Underwriter by its counsel, Gilmore & Bell, PC, Kansas City, Missouri. It is expected the Series 2012 STAR Bonds will be available for delivery to the Underwriter on or about December __, 2012. This cover page contains certain information for quick 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. * Preliminary, subject to change. This Preliminary Official Statement and the is delivered in final form. Under no circ which such offer, solicitation or sale w 4848-0467-6625.6 Official Statement dated December __, 2012 4848-0467-6625.6 MATURITY SCHEDULE $[PRINCIPAL AMOUNT]* SERIES 2012 BONDS TERM BONDS $_________ ____% Term Bonds Due December 15, 20__ Priced at ______% to Yield: ___% CUSIP(1): ______ $_________ ____% Term Bonds Due December 15, 20__ Priced at ______% to Yield: ___% CUSIP(1): ______ $_________ ____% Term Bonds Due December 15, 2032 Priced at ______% to Yield: ___% CUSIP(1): ______ (1)The Issuer shall not be responsible for the use of the CUSIP numbers, nor is any representation made as to their correctness. They are included solely for the convenience of readers of this Official Statement. *Preliminary; subject to change. 4848-0467-6625.6 CITY OF OVERLAND PARK, KANSAS 8500 Santa Fe Drive Overland Park, Kansas 66212 MAYOR Carl R. Gerlach CITY COUNCIL Dave Janson Ward I Fred Spears Ward IV Terry Happer Scheier Ward I Terry Goodman Ward IV Paul Lyons Ward II Jim Hix Ward V Curt Skoog Ward II John Skubal Ward V Donna Owens Ward III Richard Collins Ward VI David W. White Ward III Dan Stock, Council President Ward VI CITY MANAGER William Ebel DEPUTY CITY MANAGER Kristy Stallings DEVELOPER MC Prairiefire I, LLC MC Prairiefire II, LLC Overland Park, Kansas BOND COUNSEL Kutak Rock LLP Kansas City, Missouri DISCLOSURE COUNSEL Kutak Rock LLP Kansas City, Missouri FINANCIAL ADVISOR Public Financial Management Minneapolis, Minnesota UNDERWRITER Stifel Nicolaus & Company, Incorporated St. Louis, Missouri UNDERWRITER’S COUNSEL Gilmore & Bell, P.C. Kansas City, Missouri SALES TAX FEASIBILITY CONSULTANT Development Strategies St. Louis, Missouri TRUSTEE AND DISSEMINATION AGENT UMB Bank, n.a. Kansas City, Missouri 4848-0467-6625.6 REGARDING USE OF THIS OFFICIAL STATEMENT The use of 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 2012 STAR Bonds by any person, in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Interested investors are being provided the opportunity to ask such questions and examine such documents and records as they may desire, and are advised to contact the Underwriter to secure further information concerning the Series 2012 STAR Bonds. No dealer, broker, salesman or other person has been authorized to give any information or to make any representations in connection with the offering of the Series 2012 STAR Bonds other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon.
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