Preliminary Official Statement Dated November 27, 2012
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PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 27, 2012 NEW ISSUE RATING: Moody's: "Aa3" BANK QUALIFIED See "BOND RATING" herein. Official Official Statement. In the opinion of Bond Counsel, based upon laws, regulations, rulings and decisions, and assuming continuing compliance with certain covenants made by the City, interest on the Bonds is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax, upon the conditions and subject to the limitations set forth herein under the caption "TAX EXEMPTION." Receipt of interest on the Bonds may result in other federal income tax consequences to certain holders of the Bonds. In the opinion of Bond Counsel, interest on the Bonds is also exempt from income tax by the Commonwealth of Kentucky, and the Bonds are exempt from ad valorem taxation by the Commonwealth of Kentucky and any of its political subdivisions. $4,675,000* CITY OF GLASGOW, KENTUCKY WATER AND SEWER e be any sales of these Bonds in any jurisdiction in which REFUNDING REVENUE BONDS SERIES 2012 Dated: Date of Initial Delivery Due: May 15, as shown below Interest on the Bonds is payable each May 15 and November 15, beginning May 15, 2013. The Bonds shall be registered initially in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Bonds. Investors will not receive certificates representing their interest in the Bonds purchased and such individual purchases will be made in book-entry form 12(b)(1), 12(b)(1), but is subject to revision, amendment and completion in a final only, in the denomination of $5,000 or any integral multiple thereof. Principal of and premium, if any, on the Bonds - ation ation of an offer to buy, nor shall ther will be payable at the designated corporate trust office of Branch Banking and Trust Company, Wilson, North Carolina, Paying Agent, Transfer Agent and Registrar. The Bonds are not subject to optional redemption prior to maturity. SEC Rule 15c2 The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Bonds by ASSURED GUARANTY MUNICIPAL CORP. by the City for purposes of of purposes for City the by ation or qualification under the laws of anysuchjurisdiction. lawsof underthe qualification or ation The Bonds and the interest thereon are payable from the income and revenues to be derived from the " operation of the City's combined and consolidated water and sewer system (the "System"). The Bonds are limited obligations of the City and do not constitute an indebtedness or a pledge of the full faith and credit or the taxing Statement constitute an Statement constitute offer to sell or the solicit power of the City within the meaning of any constitutional or statutory provision or limitation. The Bonds will deemed final mature in their respective years as set forth on the inside front cover. " FOR MATURITIES, INTEREST RATES AND PRICES OR YIELDS, SEE THE INSIDE COVER The Bonds are offered when, as and if issued and accepted by the Underwriters, subject to the approval of legality and tax exemption by Rubin & Hays, Bond Counsel, Louisville, Kentucky. Electronic or sealed bids to be opened December 4, 2012 at 1:00 P.M. (E.T.) in the City Clerk's office at the Glasgow City Hall, Glasgow, Kentucky. Delivery of the Bonds is expected on or about December 20, 2012. J.J.B. HILLIARD, W.L. LYONS, LLC Financial Advisor ________________________________ *Preliminary, subject to adjustment This Preliminary This Official Preliminary Statement is in a form Under no shall circumstances this Official Preliminary registr to wouldunlawfulprior be sale or solicitation suchoffer, MATURITY SCHEDULE $4,675,000* CITY OF GLASGOW, KENTUCKY WATER AND SEWER REFUNDING REVENUE BONDS SERIES 2012 Year of Maturity Amount* Interest Rate Price or Yield CUSIP # 2013 $ 15,000 % 2014 70,000 2015 485,000 2016 485,000 2017 495,000 2018 500,000 2019 505,000 2020 515,000 2021 525,000 2022 535,000 2023 545,000 ________________________________ *Preliminary, subject to adjustment REGARDING USE OF THIS OFFICIAL STATEMENT This Official Statement does not constitute an offering of any security other than the original offering of the Bonds of the City identified on the cover page hereof. No person has been authorized by the City to give any information or to make any representation other than that contained in the 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 City or J.J.B. Hilliard, W.L. Lyons, LLC, the Financial Advisor. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be any sale of the City of Glasgow, Kentucky Water and Sewer Refunding Revenue Bonds, Series 2012 by any person in any jurisdiction in which it is unlawful to make such offer, solicitation or sale. 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 City since the date hereof. Neither the Securities and Exchange Commission nor any other federal, state or other governmental entity or agency, except the City, will pass upon the accuracy or adequacy of this Official Statement or approve the Bonds for sale. Other than with respect to information concerning Assured Guaranty Municipal Corp. ("Assured Guaranty") contained under the caption "Bond Insurance" and Exhibit G specimen "Municipal Bond Insurance Policy" herein, none of the information in this Official Statement has been supplied or verified by Assured Guaranty and Assured Guaranty makes no representation or warranty, express or implied, as to (i) the accuracy or completeness of such information; (ii) the validity of the Bonds; or (iii) the tax exempt status of the interest on the Bonds. Assured Guaranty Municipal Corp. ("AGM") makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AGM supplied by AGM and presented under the heading "BOND INSURANCE" and "Appendix G - Specimen Municipal Bond Insurance Policy". This Official Statement includes the front cover page immediately preceding this page and all Appendices hereto. CITY OF GLASGOW, KENTUCKY Mayor Rhonda Trautman City Council Harold Armstrong James Neal Brad Groce Freddie Norris Stacy Hammer Eldon Smith Wendell Honeycutt William Webb Doug Isenberg Linda Wells Jim Marion Marlin Witcher City Clerk/Administrator Tommie Birge City Treasurer Stephanie Gossett City Attorney Ben Rogers GLASGOW WATER COMPANY/ GLASGOW WATER AND SEWER COMMISSION Board of Commissioners Jerry Botts, Chairman Buddy Underwood, Vice Chairman Woodford L. Gardner, Jr., Secretary/Treasurer Jim Marion, Council Representative Rhonda Trautman, Mayor-Member Manager Scott Young BOND COUNSEL Rubin & Hays Louisville, Kentucky FINANCIAL ADVISOR J.J.B. Hilliard, W.L. Lyons, LLC Louisville, Kentucky BOND REGISTRAR AND PAYING AGENT Branch Banking and Trust Company Wilson, North Carolina TABLE OF CONTENTS Page INTRODUCTORY STATEMENT.................................................................................................1 THE BONDS...................................................................................................................................2 BOND INSURANCE......................................................................................................................7 SECURITY FOR THE BONDS .....................................................................................................7 REFUNDING PROGRAM ...........................................................................................................15 SOURCES AND USES OF FUNDS ............................................................................................16 THE CITY.....................................................................................................................................16 GLASGOW WATER COMPANY/ GLASGOW WATER AND SEWER COMMISSION.......16 THE WATER AND SEWER SYSTEM .......................................................................................17 LITIGATION ................................................................................................................................18 TAX EXEMPTION.......................................................................................................................18 BANK QUALIFICATION............................................................................................................19 DISCLOSURE COMPLIANCE ...................................................................................................19 APPROVAL OF LEGALITY .......................................................................................................20 ENVIRONMENTAL MATTERS.................................................................................................20 AUTHENTICITY OF INFORMATION ......................................................................................20