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Stone & Youngberg New Issue - Full Book Entry Ratings: Standard & Poor's "AAA" (Ambac-Insured) Standard & Poor's: "A-" (Underlying) (See "OTHER MATTERS - Ratings") In the opinion of Richards, Watson & Gershon, A Professional Corporation, Los Angeles, California, Bond Counsel, based on existing law and assuming the accuracy of certain representations and compliance with certain covenants and requirements, interest on the 2005 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"), and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the 2005 Bonds is not a specific item of tax preference for purposes of the Code's alternative minimum tax provisions, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of. or the accrual or receipt of interest on the 2005 Bonds. See "OTHER MATTERS- Tax Matters." $17,315,000 CULVER CITY REDEVELOPMENT AGENCY Tax Allocation Refnnding Bonds, 2005 Series A (Cnlver City Redevelopment Project) Dated: Date of Delivery Due: November 1, as shown on inside cover Authority for Issuance. The Culver City Redevelopment Agency (the "Agency") is issuing the bonds captioned above (the "2005 Bonds") pursuant to an Indenture dated as of October 1, 1999, as amended by a First Supplemental Indenture dated as of April 1, 2002, a Second Supplemental Indenture dated as of April 1, 2004 and a Third Supplemental Indenture dated as of November 1, 2005 (collectively, the "Indenture") between the Agency and U.S. Bank National Association (the "Trustee"). See "THE 2005 BONDS - Authority for Issuance." Financing Purpose. Proceeds of the 2005 Bonds will be used to (i) refund and defease the Agency's outstanding Subordinate Tax Allocation Refunding Bonds, 1999 Series B (Culver City Redevelopment Project), (ii) provide for a debt service reserve for the 2005 Bonds, and (iii) pay the costs of issuing the 2005 Bonds. See "FINANCING PLAN." Book-Entry System. The 2005 Bonds will be delivered as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC"), and will be available to ultimate purchasers ("Beneficial Owners"), under the book-entry system maintained by DTC. Beneficial Owners will not be entitled to receive delivery of certificates representing their ownership interest in the Bonds. The principal of, premium if any, and semiannual interest on the 2005 Bonds will be payable by the Trustee to DTC for subsequent disbursement to DTC Participants, so long as DTC or its nominee remains the registered owner of the Bonds. See "APPENDIX F - Book Entry-Only System." Bond Terms. Interest on the 2005 Bonds is due May 1 and November 1 of each year, commencing May 1, 2006. The 2005 Bonds will be issued in denominations of$5,000 or any integral multiple of$5,000. See "THE BONDS -Description." Redemption. The Bonds are subject to optional and mandatory redemption. See "THE BONDS - Redemption." Security for the 2005 Bonds. The 2005 Bonds are secured by and payable from "Tax Revenues". Tax Revenues generally consist of tax increment revenues to be derived from the Agency's Culver City Redevelopment Project (the "Project Area"), less amounts needed to make loan payments on certain outstanding senior loans of the Agency, primarily loan payments securing the Culver City Redevelopment Financing Authority's (the "Authority") outstanding 1993 Tax Allocation Refunding Revenue Bonds, and less unsubordinated pass-through obligations, and from amounts on deposit in certain funds and accounts established pursuant to the Indenture. See "SECURITY FOR THE BONDS." The receipt of Tax Revenues is subject to certain risks and limitations. See "RISK FACTORS" and "LIMITATIONS ON TAX REVENUES AND POSSIBLE SPENDING LIMITATIONS." Outstanding Debt. The Agency's pledge of Tax Revenues to the 2005 Bonds is on a parity with its pledge of Tax Revenues to three outstanding series of bonds. See "SECURITY FOR THE BONDS -Outstanding Debt of the Agency." Bond Insurance. Payment of the principal of and interest on the 2005 Bonds when due will be insured by a financial guaranty insurance policy to be issued by Ambac Assurance Corporation simultaneously with the delivery of the 2005 Bonds. Ambac THE 2005 BONDS ARE NOT A DEBT OF THE CITY OF CULVER CITY (THE "CITY"), THE STATE OF CALIFORNIA, OR ANY OF THEIR POLITICAL SUBDIVISIONS OTHER THAN THE AGENCY, AND NEITHER THE CITY, THE STATE NOR ANY OF THEIR POLITICAL SUBDIVISIONS, OTHER THAN THE AGENCY, IS LIABLE THEREFOR. THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE 2005 BONDS ARE PAYABLE SOLELY FROM TAX REVENUES ALLOCATED TO THE AGENCY FROM THE PROJECT AREA AND AMOUNTS IN CERTAIN FUNDS AND ACCOUNTS HELD UNDER THE INDENTURE. NEITHER THE OFFICERS OF THE AGENCY OR THE CITY, NOR ANY PERSONS EXECUTING THE 2005 BONDS, ARE LIABLE PERSONALLY ON THE 2005 BONDS BY REASON OF THEIR ISSUANCE. This cover page contains certain information for quick reference only. It is not intended to be a summary of all factors relating to an investment in the 2005 Bonds. Investors should review the entire Official Statement before making any investment decision. MATURITY SCHEDULE (See inside front cover) Ihe 2005 Bonds are offered when, as and if issued and accepted by the Underwriter, subject to approval as to legality by Richards, Watson & Gershon, A Professional Corporation, Los Angeles, California, Bond Counsel, and subject to certain other conditions. Certain legal matters will be passed on for the Agency by Kane Ballmer & Berkman, Los Angeles, California. Certain legal matters will be passed on/or the Underwriter by Jones Hall, A Professional Law Corporation, San Francisco, California. It is anticipated that the 2005 Bonds, in book-entry fonn, will be available for delivery to DTC in New York, New York on or about November 22, 2005. STONE & YOUNGBERG LLC The date of this Official Statement is: November 10, 2005 MATURITY SCHEDULE $3,555,000 Serial Bonds (Base CUSIP:t 230337) Maturity Principal Interest Maturity Principal Interest Date Amount Rate Yield CUSIPt Date Amount Rate Yield CUSIPt -- -- 2006 $220,000 3.500% 2.900% KS5 2014 $220,000 4.000% 3.970% LA3 2007 170,000 3.500 3.050 KT3 2015 225,000 4.500 4.050* LBJ 2008 175,000 3.500 3.150 KUO 2016 235,000 4.000 4.150 LC9 2009 180,000 3.500 3.280 KV8 2017 245,000 4.100 4.220 LD7 2010 185,000 4.000 3.430 KW6 2018 255,000 4.125 4.310 LE5 2011 195,000 3.500 3.570 KX4 2019 270,000 4.250 4.400 LF2 2012 200,000 4.000 3.700 KY2 2020 280,000 4.250 4.450 LGO 2013 210,000 4.000 3.850 KZ9 2021 290,000 4.250 4.500 LH8 $5,535,000 5.000% Term Bond due November I, 2023, Price: 103.050* CUSIP:t LKI $8,225,000 5.000% Term Bond due November I, 2025, Price: 102.754* CUSIP:t LM7 *Priced to November I, 2014 par call date. t Copyright 2005, American Bankers Association. CUSIP data herein are provided by Standard & Poor's CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc., and are provided for convenience of reference only. Neither the Agency nor the Undeiwriter assumes any responsibility for the accuracy of these CUSIP data. CULVER CITY REDEVELOPMENT AGENCY CITY COUNCIL /AGENCY MEMBERS Alan Corlin, Council Member, Agency Chair Steven J. Rose, Council Member, Agency Vice Chair Carol Gross, Council Member, Agency Member Gary Silbiger, Vice-Mayor, Agency Member Albert Vera, Mayor, Agency Member OTHER ELECTED OFFICIALS Crystal Alexander, City/Agency Treasurer Christopher Armenta, City Clerk ADMINISTRATIVE OFFICIALS Jerry Fulwood, Executive Director Susan Evans, Assistant Executive Director Todd Tipton, Redevelopment Administrator Marlee Chang, City/Agency Controller SPECIAL SERVICES Bond Counsel Richards, Watson & Gershon, A Professional Corporation Los Angeles, California Agency Counsel Kane Ballmer & Berkman Los Angeles, California Fiscal Consultant Keyser Marston Associates, Inc. Los Angeles, California Financial Advisor Fieldman, Rolapp & Associates Irvine, California Verification Agent Grant Thornton LLP Minneapolis, Minnesota Trustee/Escrow Agent U.S. Bank National Association Los Angeles, California GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT No Offering May Be Made Except by this Official Statement. No dealer, broker, salesperson or other person has been authorized by the Agency to give any information or to make any representations other than as contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been given or authorized by the Agency or the Underwriter. Use of Official Statement. This Official Statement is submitted in connection with the sale of the 2005 Bonds described herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement does not constitute a contract between any Bond owner and the Agency or the Underwriter. Preparation of this Official Statement. The information contained in this Official Statement has been obtained from sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure made by the Agency, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "forecast," "expect," "intend" and similar expressions identify "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.
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