Preliminary Official Statement Dated April 1, 2010 any sale NEW ISSUE RATING: STANDARD & POOR’S: BBB BOOK-ENTRY ONLY See “RATING” herein BANK QUALIFIED In the opinion of Kutak Rock LLP, Kansas City, Missouri, Bond Counsel, under existing law, regulations, rulings, and judicial decisions and assuming the accuracy of certain representations and continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”), the interest on the Bonds is excluded from gross income for federal income tax purposes, is not a specific item of tax preference and is not included in adjusted current earnings for purposes of the federal alternative minimum tax. The interest on the Bonds is excluded from the computation of Kansas adjusted gross income. The City has designated the Bonds as “qualified tax-exempt obligations” within the meaning of Section 265(b) of the Code. See “TAX MATTERS” herein. $16,800,000* sold nor may offers to buy be accepted prior CITY OF OVERLAND PARK, KANSAS TRANSPORTATION DEVELOPMENT DISTRICT SALES TAX REVENUE BONDS SERIES 2010 securities laws of any such jurisdiction. (OAK PARK MALL PROJECT) Dated: Date of Delivery Due: As shown below The Bonds are issuable only as fully registered Bonds, without coupons, and, when issued, will be registered in the name of Cede & Co., as registered These securities mayThesesecurities not be owner and nominee for The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Bonds. Purchases of the Bonds will be made in book-entry form in the denomination of $25,000 or any integral multiple of $5,000 in excess thereof. Purchasers will not receive physical certificates representing their interests in Bonds purchased. So long as Cede & Co. is the registered owner of the 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 Bonds. Principal of nstitute an offer to sell or the solicitation of an offer to buy, nor may there be to buy, to sell or the solicitation of an offer nstitute an offer and semiannual interest on the 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 Bonds will be payable semiannually on each without notice. April 1 and October 1, beginning October 1, 2010. The Bonds are being issued by the City of Overland Park, Kansas (the “City”) pursuant to a Trust Indenture dated as of May 1, 2010 (the “Indenture”), by and between the City and UMB Bank, N.A., Kansas City, Missouri, as trustee (the “Trustee”). The Bonds are special, limited obligations of the City payable solely from and secured by a pledge of, and lien upon, the revenues derived, received and collected from the TDD Sales Tax (as described herein), of one-half of one percent (0.5%) within the Oak Park Mall Transportation Development District and other moneys held by the Trustee pursuant to the Indenture. See “SECURITY FOR THE BONDS – TDD SALES TAX – Security for the Bonds” herein. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY AND NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE CITY, THE STATE OF KANSAS (THE “STATE”), OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY, THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY completion or amendment completion or CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. The Bonds involve a high degree of risk, and prospective purchasers should read the Section herein captioned “BONDOWNERS’ RISKS.” change, The Bonds may not be suitable investments for all persons, and prospective purchasers should carefully evaluate the risks and merits of an investment in the 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 Bonds before considering a purchase of the Bonds. The Bonds are subject to redemption prior to maturity in certain circumstances, as described herein. See “THE BONDS—Redemption Provisions” herein. Maturity Schedule Maturity Date Principal Amount Interest Rate Yield Price CUSIP April 1, 2020* April 1, 2032* The Bonds are offered when, as and if issued by the City and received by Oppenheimer & Co. Inc. (the “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 City by Robert J. Watson, City Attorney, and for the Underwriter by its counsel, Bryan Cave LLP, Kansas City, Missouri. It is expected the Bonds will be available for delivery to the Underwriter on or about May ___, 2010. 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. any jurisdiction in which such offer, solicitation or sales would be unlawful prior to registration or qualification under the any jurisdiction in which such offer, solicitation or sales Oppenheimer & Co. Inc. ficial Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement co Statement is delivered in final form. Under no circumstances shall this Preliminary Official ficial Statement * Preliminary, subject to change. This Preliminary Official Statement and the information herein are subject to This Preliminary Official Statement and the information herein are subject the time Of of thesesecurities in CITY OF OVERLAND PARK, KANSAS 8500 Santa Fe Drive Overland Park, Kansas 66212 MAYOR Carl Gerlach CITY COUNCIL Fred Spears, Council President Ward IV David White Ward III Terry Happer Scheier Ward I Terry Goodman Ward IV Dave Janson Ward I Jim Hix Ward V Paul Lyons Ward II John Skubal Ward V Curt Skoog Ward II George Kandt Ward VI Donna Owens Ward III Dan Stock Ward VI CITY MANAGER John Nachbar DEPUTY CITY MANAGER Kristy Cannon Stallings OWNER/DEVELOPER Oak Park Mall, LLC BOND COUNSEL Kutak Rock LLP Kansas City, Missouri DISCLOSURE COUNSEL Kutak Rock LLP Kansas City, Missouri UNDERWRITER Oppenheimer & Co. Inc. Kansas City, Missouri UNDERWRITER’S COUNSEL Bryan Cave LLP Kansas City, Missouri TRUSTEE UMB Bank, N.A. Kansas City, Missouri 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 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 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 Bonds other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon. The information set forth or incorporated by reference herein has been obtained from sources believed to be reliable, but the accuracy or completeness of that information is not guaranteed by, and should not be construed as a representation by Oppenheimer & Co. Inc., the Underwriter for the Bonds. 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 the information herein is correct as of any time subsequent to the date hereof or that there has been no change in the affairs of the City since the date hereof (or since the date of any other information dated other than the date hereof). This Official Statement should be considered in its entirety and no one factor considered less important than any other by reason of its position in this Official Statement. Where statutes, resolutions, ordinances, reports or other documents are referred to herein, reference should be made to such statutes, resolutions, ordinances, reports or other documents for more complete information regarding the rights and obligations of parties thereto, facts and opinions contained therein and the subject matter thereof. Upon issuance, the Bonds will not be registered under the Securities Act of 1933, as amended, nor will the Indenture be qualified under the Trust Indenture Act of 1939, as amended, in reliance upon exemptions contained in such Acts, and the Bonds will not be listed on any stock or other securities exchange. Neither the Securities and Exchange Commission nor any other federal, state, municipal or other governmental entity shall have passed upon the accuracy or adequacy of any portion of this Official Statement. Any representation to the contrary is a criminal offense. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED OR RECOMMENCED AT ANY TIME. THE PRICES AND OTHER TERMS RESPECTING THE OFFERING AND SALE OF THE BONDS MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER AFTER SUCH TIME AS THE BONDS ARE RELEASED FOR SALE, AND THE BONDS MAY BE OFFERED AND SOLD AT PRICES OTHER THAN THE INITIAL OFFERING PRICE.