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NEW ISSUE - FULL BOOK-ENTRY RATINGS: Moody's: Aaa (A2 underlying) Standard & Poor's: AAA (A underlying) Fitch: AAA (A underlying) (See "BOND INSURANCE" and "RATINGS") In the opinion of Nixon Peabody LLP, Bond Counsel, under existing law and assuming compliance with the tax covenants described herein and the accuracy of certain representations and certifications made by the Agency and described herein, interest on the Series 2005A Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). Bond Counsel is.further of the opinion that interest on the Series 2005A Bonds is not treated as a preference item in calculating the alternative minimum tax imposed under the Code with respect to individuals and corporations, but such interest is included in the adjusted current earnings of certain corporations for purposes of computing the alternative minimum tax imposed on such corporations. NO ATTEMPT HAS BEEN MADE OR WILL BE MADE TO COMPIX WITH CERTAIN REQUIREMENTS RELATING TO THE EXCLUSION FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES OF INTEREST ON THE SERIES 2005B TAXABLE REFUNDING BONDS, AND INTEREST ON SAID BONDS WILL BE SUBJECT TO ALL APPLICABLE FEDERAL TAXATION. Bond Counsel is further of the opinion that under existing law interest on the Series 2005A Bonds and on the Series 2005B Bonds is exempt from California personal income taxes. See "TAX MATTERS" regarding certain other tax considerations. Redevelopment Agency of the City of San Jose Merged Area Redevelopment Project Housing Set-Aside Tax Allocation Bonds $10,445,000 $119,275,000 Tax-Exempt Refunding Tax Allocation Bonds Taxable Refunding Tax Allocation Bonds Series 2005A Series 2005B Dated: Date of Delivery Due: August 1, as shown on inside cover This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this issue. Potential investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. Capitalized terms used on this cover page not otherwise defined shall have the meanings set forth herein. The Redevelopment Agency of the City of San Jose (the "Agency") is issuing its Merged Area Redevelopment Project Housing Set-Aside Tax-Exempt Refunding Tax Allocation Bonds, Series 2005A (the "Series 2005A Bonds") and its Merged Area Redevelopment Project Housing Set-Aside Taxable Refunding Tax Allocation Bonds, Series 2005B (the "Series 2005B Bonds", and together with the Series 2005A Bonds, the "Bonds"), for the purpose of refinancing certain outstanding obligations of the Agency (the "Refunded Bonds") and repaying certain amounts outstanding under a line of credit (the "Line of Credit") maintained by the Agency with The Bank of New York. See "PLAN OF FINANCING". Interest on the Bonds is payable on February 1, 2006, and semi-annually thereafter on each February 1 and August 1. The Bonds will be issued in denominations of $5,000 or integral multiples thereof. The Bonds, when delivered, will be issued in fully registered form without coupons in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. DTC will act as securities depository for the Bonds as described in APPENDIX G - "DTC AND BooK-ENTRY ONLY SYSTEM"; no physical distribution of the Bonds will be made to the public under this arrangement. The Bonds are special obligations of the Agency and are payable solely from and secured by a pledge of Housing Set-Aside Amounts, which consist of Tax Increment Revenues required to be deposited into the Low and Moderate Income Housing Fund pursuant to the Redevelopment Law, as further discussed herein. The Agency has previously issued seven series of Merged Area Redevelopment Project Housing Set-Aside Tax Allocation Bonds. Upon the issuance of the Bonds and the refunding of the Refunded Bonds, five series of Senior Bonds (as defined herein and which include the Bonds) in the aggregate principal amount of $212,525,000 will be outstanding. The outstanding Senior Bonds are equally and ratably secured by the pledge and lien of Housing Set-Aside Amounts under the Fiscal Agent Agreement, dated as of February 1, 1993, between the Agency and Wells Fargo Bank, National Association, as successor fiscal agent, as supplemented and amended ( as further described herein, the "Agreement"). Simultaneously with the issuance of the Bonds, the Agency intends to issue two series of Merged Area Redevelopment Project Subordinate Housing Set-Aside Tax Allocation Variable Rate Demand Bonds in the combined approximate aggregate principal amount of $66,150,000, which will be secured by the Housing Set-Aside Amounts on a basis subordinate to the payment of debt service on the Senior Bonds. The Bonds are subject to optional and mandatory sinking fund redemption prior to maturity, in whole or in part, as described herein. See "THE BONDS - Redemption Provisions". The scheduled payment of principal of and interest on the Series 2005A Bonds and the Series 2005B Bonds, respectively, when due will be guaranteed by two separate municipal bond insurance policies to be issued concurrently with the delivery of the Bonds by Financial Guaranty Insurance Company. Financial Guaranty F6Ic Insurance Company THE BONDS ARE SPECIAL OBLIGATIONS OF THE AGENCY SECURED BY AN IRREVOCABLE PLEDGE OF, AND PAYABLE AS TO PRINCIPAL, PREMIUM, IF ANY, AND INTEREST SOLELY FROM HOUSING SET-ASIDE AMOUNTS DESCRIBED HEREIN AND OTHER FUNDS HELD UNDER THE AGREEMENT. ALL OF THE BONDS ARE EQUALLY SECURED BY A PLEDGE OF AND CHARGE AND LIEN UPON, ALL OF THE HOUSING SET-ASIDE AMOUNTS, AND THE HOUSING SET-ASIDE AMOUNTS CONSTITUTE A TRUST FUND FOR THE SECURITY AND PAYMENT OF THE INTEREST ON, THE PRINCIPAL OF AND PREMIUM, IF ANY, OF THE BONDS AND ANY OTHER PARITY OBLIGATIONS (AS DEFINED HEREIN) ISSUED BY THE AGENCY IN ACCORDANCE WITH THE AGREEMENT. THE PRINCIPAL AMOUNT OF THE BONDS, THE INTEREST THEREON AND ANY PREMIUMS PAYABLE UPON THE REDEMPTION OR PURCHASE THEREOF, IS NOT A DEBT OF THE CITY OF SAN JOSE (THE "CITY"), THE STATE OF CALIFORNIA (THE "STATE") OR ANY OF ITS POLITICAL SUBDIVISIONS OTHER THAN THE AGENCY, AND NEITHER THE CITY, THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS OTHER THAN THE AGENCY IS LIABLE THEREON, NOR IN ANY EVENT SHALL THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THE HOUSING SET-ASIDE AMOUNTS OF THE AGENCY AS SET FORTH IN THE AGREEMENT. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. NEITHER THE MEMBERS OF THE AGENCY NOR ANY PERSONS EXECUTING THE BONDS ARE LIABLE PERSONALLY ON THE BONDS BY REASON OF THEIR ISSUANCE. MATURITY SCHEDULE ON INSIDE FRONT COVER The Bonds are delivered when, as and if issued, subject to the approval ofvalidity by Nixon Peabody LLP, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Agency by its General Counsel and by Nixon Peabody LLP, as Disclosure Counsel, for the City by the City Attorney, and for the Underwriters by their counsel, Hawkins Delafield & Wood LLP It is anticipated that the Bonds will be available for delivery through DTC on or about June 30, 2005. Citigroup BANC OF AMERICA SECURITIES LLC STONE & YOUNGBERG LLC E. J. DE LA ROSA & CO., INC. UBS FINANCIAL SERVICES INC. Dated: June 14, 2005 Redevelopment Agency of the City of San Jose Merged Area Redevelopment Project Housing Set-Aside Tax Allocation Bonds Maturity Schedule $10,445,000 Tax-Exempt Refunding Tax Allocation Bonds Series 2005A $10,445,000 Series 2005A Serial Bonds Maturity Principal Interest (August 1) Amount Rate Yield CU SIP 2018 $ 970,000 3.750% 3.990% 798147YZ1 2019 980,000 4.000 4.060 798147ZA5 2020 990,000 4.000 4.120 798147ZB3 2021 1,010,000 4.125 4.180 798147ZC1 2022* 2,060,000 5.000 4.120 798147ZD9 2023* 2,165,000 5.000 4.160 798147ZE7 2024* 2,270,000 5.000 4.200 798147ZF4 Priced to call on August 1, 2015. $119,275,000 Taxable Refunding Tax Allocation Bonds Series 2005B $22,680,000 Series 2005B Serial Bonds Maturity Principal Interest (August 1) Amount Rate Yield CU SIP 2006 $ 950,000 3.890% 3.890% 798147ZG2 2007 1,560,000 4.070 4.070 798147ZHO 2008 1,620,000 4.230 4.230 798147ZJ6 2009 1,685,000 4.370 4.370 798147ZK3 2010 1,765,000 4.410 4.410 798147ZL1 2011 1,840,000 4.490 4.490 798147ZM9 2012 3,105,000 4.540 4.540 798147ZN7 2013 3,235,000 4.630 4.630 798147ZP2 2014 3,385,000 4.720 4.720 798147ZQO 2015 3,535,000 4.770 4.770 798147ZR8 $17,505,000 5.100% Term Bond due August 1, 2020 Priced@ 100% CUSIP 798147ZS6 $21,335,000 5.270% Term Bond due August 1, 2025 Priced@ 100% CUSIP 798147ZT4 $57,755,000 5.460% Term Bond due August 1, 2035 Priced@ 100% CUSIP 798147ZU1 REDEVELOPMENT AGENCY OF THE CITY OF SAN JOSE REDEVELOPMENT AGENCY BOARD AND CITY COUNCIL Ron Gonzales, Chair and Mayor Linda J. LeZotte, Member, District 1 Forrest Williams, Member, District 2 Cindy Chavez, Member, District 3, and Vice Mayor Chuck Reed, Member, District 4 Nora Campos, Member, District 5 Ken Yeager, Member, District 6 (District 7 position currently vacant) David D. Cortese, Member, District 8 Judy Chirco, Member, District 9 Nancy Py le, Member, District 10 AGENCY STAFF Harry S. Mavrogenes, Executive Director Richard Doyle, General Counsel Sharon L. Landers, Assistant Executive Director David C.