Officialstatementnov12011 191
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OFFICIAL STATEMENT DATED NOVEMBER 1, 2011 NEW ISSUE – Book-Entry Only Fitch Ratings: AAA Moody's Investors Service: Aaa Standard & Poor's Ratings Services:AAA See “Ratings” In the opinion of Bond Counsel, (i) under existing law and assuming continuing compliance by the Commission with certain covenants described more fully under “Tax Exemption” herein, , interest on the Bonds is excludable from gross income for purposes of federal income taxation, and (ii) the Bonds are exempt under existing statutes from taxation by the State of Maryland and the counties and municipalities in the State of Maryland, but no opinion is expressed as to estate or inheritance taxes, or any other taxes not levied or assessed directly on the Bonds or the interest thereon. As described under “Tax Exemption” herein, interest income from the Bonds is not includable in corporate or individual alternative minimum taxable income as a separate enumerated item of tax preference or other specific adjustment, but may be included as part of a tax preference item subject to the federal corporate alternative minimum tax. $300,000,000 WASHINGTON SUBURBAN SANITARY DISTRICT, MARYLAND (MONTGOMERY AND PRINCE GEORGE’S COUNTIES,MARYLAND) CONSOLIDATED PUBLIC IMPROVEMENT BONDS OF 2011 Dated: Date of Delivery Due: June 1, as shown herein The Bonds are payable from unlimited ad valorem taxes upon all the assessable property within the District. Principal is payable annually, on June 1, beginning as set forth on the inside front cover hereof to the registered owner upon presentation and surrender to The Bank of New York Mellon Trust Company, N. A., as Bond Registrar and Paying Agent, at its corporate trust office in Pittsburgh, Pennsylvania. Interest is payable from the date of delivery semiannually, on June 1 and December 1, first interest payable on June 1, 2012 by check or draft mailed to the registered owner. The Bonds shall be fully registered bonds, in the denomination of $5,000 or any integral multiple thereof. The Bonds initially will be issued in book-entry only form and registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York. Payments of principal and interest shall be made as the same shall respectively become due and payable in the manner and as otherwise stated herein. The Bonds maturing on or after June 1, 2022 are subject to redemption prior to their respective maturities, as more fully described herein. FOR MATURITY SCHEDULE SEE INSIDE FRONT COVER The Bonds are offered when, as and if issued and subject to the unqualified approving opinions of Venable LLP, Baltimore, Maryland and McKenzie & Associates, Washington, DC, Co-Bond Counsel. It is expected that the Bonds will be available for delivery through the facilities of The Depository Trust Company, New York, New York, on or about November 16, 2011. MATURITY SCHEDULE $300,000,000 CONSOLIDATED PUBLIC IMPROVEMENT BONDS OF 2011 Maturity Principal Interest Price or CUSIP Maturity Principal Interest Price or CUSIP June 1 Amount Rate* Yield* Number** June 1 Amount Rate* Yield* Number** 2012 $15,000,000 5.00% 0.20% 940157 TA8 2022 $15,000,000 3.00% 2.63%† 940157 TL4 2013 15,000,000 5.00 0.34 940157 TB6 2023 15,000,000 3.00 2.87† 940157 TM2 2014 15,000,000 5.00 0.56 940157 TC4 2024 15,000,000 3.00 3.01 940157 TN0 2015 15,000,000 5.00 0.85 940157 TD2 2025 15,000,000 4.00 3.18† 940157 TP5 2016 15,000,000 4.00 1.19 940157 TE0 2026 15,000,000 4.00 3.29† 940157 TQ3 2017 15,000,000 5.00 1.37 940157 TF7 2027 15,000,000 4.00 3.40† 940157 TR1 2018 15,000,000 5.00 1.62 940157 TG5 2028 15,000,000 4.00 3.50† 940157 TS9 2019 15,000,000 5.00 1.88 940157 TH3 2029 15,000,000 4.00 3.70† 940157 TT7 2020 15,000,000 5.00 2.13 940157 TJ9 2030 15,000,000 4.00 3.77† 940157 TU4 2021 15,000,000 3.00 2.39 940157 TK6 2031 15,000,000 4.00 3.84† 940157 TV2 * The rates shown above are the rates payable by the District resulting from the successful bid for the Bonds on November 1, 2011 by a group of banks and investment banking firms. The successful bidder has furnished to the Commission the initial public offering prices or yields shown above. Other information concerning the terms of the reoffering of the Bonds, if any, should be obtained from the successful bidders and not from the Commission. ** CUSIP numbers are copyrighted by the American Bankers Association. CUSIP data is provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw Hill Companies Inc. The CUSIP data listed above is being provided solely for the convenience of Bondholders only at the time of issuance of the Bonds and the Commission makes no representation with respect to such CUSIP data nor undertakes any responsibility for its accuracy now or at any time in the future. The CUSIP number is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Bonds. The data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service Bureau. † Priced to first call date of June 1, 2021. WASHINGTON SUBURBAN SANITARY COMMISSION 14501 Sweitzer Lane, Laurel, Maryland 20707 301-206-7069 www.wsscwater.com COMMISSIONERS Dr. Roscoe M. Moore, Jr., Chair Chris Lawson, Vice Chair Gene W. Counihan Melanie Hartwig-Davis Hon. Adrienne A. Mandel Antonio L. Jones SENIOR STAFF Jerry N. Johnson General Manager/CEO Charlett Bundy, Corporate Secretary Thomas C. Traber, Chief Financial Officer and Treasurer Jerome K. Blask, General Counsel Sheila S. Cohen, Budget Director BOND COUNSEL Venable LLP McKenzie & Associates FINANCIAL ADVISOR Public Advisory Consultants, Inc. Additional copies of this Official Statement for the Consolidated Public Improvement Bonds of 2011 can be obtained from J.D. Noell, Disbursements Group Leader, Washington Suburban Sanitary Commission, 14501 Sweitzer Lane, Laurel, Maryland 20707 (301-206-7069), or from Public Advisory Consultants, Inc., 25 Crossroads Drive, Suite 402, Owings Mills, Maryland 21117 (410-581-4820). Copies of the latest Official Statements of Montgomery County and Prince George’s County are available at the offices of the respective counties. 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 by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been provided by the Washington Suburban Sanitary Commission and Montgomery County and Prince George’s County, Maryland. No dealer, broker, sales agent, financial consultant or any other person has been authorized by the Washington Suburban Sanitary Commission, Montgomery County, or Prince George’s County to give any information or to make any representations, 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 any of the foregoing. The Washington Suburban Sanitary Commission believes that the information contained in this Official Statement is correct and complete and has no knowledge of any inaccuracy or incompleteness as to any of the information herein contained. 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 Washington Suburban Sanitary Commission or Montgomery County or Prince George’s County, Maryland, from the date hereof. All references in this Official Statement to the Commission’s internet home page are provided for convenience only. The information on the Commission’s Internet home page is NOT incorporated herein, by reference or otherwise. TABLE OF CONTENTS Page Introductory Statement...................................................................................................................................... 1 Security ............................................................................................................................................................. 1 Levy of Taxes to Pay Bonds and Notes................................................................................................... 1 Bonds and Notes are Substantially Paid from Revenues Other Than Taxes ........................................... 1 The Bonds................................................................................................................................................ 2 Use of Proceeds of the Bonds ........................................................................................................................... 2 Description of the Bonds................................................................................................................................... 2 Redemption Provisions............................................................................................................................ 3 Book-Entry System ................................................................................................................................ 3 Washington Suburban Sanitary District............................................................................................................ 5 Establishment, Powers and Service Area ...............................................................................................