NEW ISSUE - BOOK ENTRY ONLY $69,475,000 $5,000,000 California State University, Fresno Association, Inc. California State University, Fresno Association, Inc. Auxiliary Organization Event Center Revenue Bonds, Auxiliary Organization Event Center Subordinate Revenue Bonds, Senior Series 2002 Subordinate Series 2002 Dated: January 15, 2002 Due: July 1, as shown on inside front cover The CaliforniaState University, Fresno Association, Inc. Auxiliary Organization Event Center Revenue Bonds, Senior Series 2002 and the California State University, Fresno Association, Inc. Auxiliary Organization Event Center Subordinate Revenue Bonds, Subordinate Series 2002 will be issued pursuant to an Indenture dated as of January 15, 2002 by and between the California State University, Fresno Association, Inc., a California nonprofit public benefit corporation, and U.S. Bank, N.A., as trustee. The Series 2002 Bonds will mature on the dates and in the amounts listed on the inside front cover page. The Series 2002 Bonds will bear interest at the rates listed on the inside front cover page, payable on July 1, 2002 and on each January 1 and July 1 thereafter. Proceeds of the Series 2002 Bonds will be used to (i) finance the construction of a multi-purpose event center on the campus of the California State University, Fresno, to be known as "Save Mart Center," (ii) fund capitalized interest on the Series 2002 Bonds, (iii) fund reserve accounts and (iv) pay the costs of issuing the Series 2002 Bonds. The Series 2002 Bonds are limited obligations of the Corporation secured by the Event Center Project Revenues, and the Corporation's interest in a Ground Lease, the Bulldog Foundation MOU, the Student Seating Purchase Agreement and certain Project Documents, as described herein. The Series 2002 Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York. DTC will act as securities depository of the Series 2002 Bonds. Individual purchases will be made in book-entry form only in the principal amount of $5,000 and integral multiples thereof in the case of Senior Series 2002 Bonds, and $100,000 and integral multiples of $5,000 in excess thereof in the case of Subordinate Series 2002 Bonds. Purchasers will not receive certificates representing their interest in the Series 2002 Bonds purchased. The principal of and interest on the Series 2002 Bonds are payable by the Trustee to DTC, which will in tum be responsible to remit such principal and interest to its Participants, which will in tum be responsible to remit such principal and interest to the Beneficial Owners of the Series 2002 Bonds as described herein. The Series 2002 Bonds are subject to optional, mandatory and special redemption prior to maturity as described herein. THE SERIES 2002 BONDS DO NOT CREATE A LIEN, CHARGE OR LIABILITY AGAINST THE STATE OF CALIFORNIA OR AGAINST THE TRUSTEES OF THE CALIFORNIA STATE UNIVERSITY OR AGAINST THE PROPERTY OR FUNDS OF EITHER. NO REGISTERED OWNER OF ANY SERIES 2002 BOND SHALL EVER HA VE THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE STATE OF CALIFORNIA TO PAY ANY SERIES 2002 BOND. THE TRUSTEES OF THE CALIFORNIA STATE UNIVERSITY HAVE NO TAXING POWER. THE PAYMENT OF THE PRINCIPAL OF AND ANY REDEMP­ TION PREMIUM AND INTEREST ON THE SERIES 2002 BONDS DOES NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE STATE OF CALIFORNIA, THE TRUSTEES OF THE CALIFORNIA STATE UNIVERSITY OR THE INDIVIDUAL CALIFORNIA STATE UNIVERSITY CAMPUSES. AN INVESTMENT IN THE SERIES 2002 BONDS INVOLVES SIGNIFICANT RISKS. SEE THE CAPTION "RISK FACTORS" HEREIN FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE SERIES 2002 BONDS. In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2002 Bonds is excluded from gross income for federal income tax purposes and is exempt from all taxation in the State of California other than estate and generation skipping transfer taxes. In the further opinion of Bond Counsel, interest on the Series 2002 Bonds is not a specifi"c preference item for purposes of the federal individual and corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings in calculating federal corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax consequences relating to the ownership or disposition of or the accrual or receipt of interest on, the Series 2002 Bonds. See the caption ''TAX MATTERS" herein. MATURITY SCHEDULE (See Inside Front Cover) This cover page contains certain information forquick reference only. It is not a summary of this financing. Prospective investors must read the entire Official Statement and other documents referred to herein to obtain information essential to making an informed investment decision. The Series 2002 Bonds are offered when, as and if issued by the Corporationand received by the Underwriters, subject to prior sale, withdrawalor modifi"cation of the offer without notice, and subject to the delivery of the legal opinion of Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Bond Counsel. Certain legal matters will be passed upon for the Corporation by its counsel, John M. Melikian, Esquire, for the Construction Contractor by its assistant general counsel and for the Underwriters by their counsel, Stradling Yocca Carlson & Rauth, a Professional Corporation. It is expected that delivery of the Series 2002 Bonds will be made throughDTC in New York, New York on or about February 14, 2002. Salomon Smith Barney RBC Dain Rauscher Inc. January 31, 2002 MATURITY SCHEDULE $69,475,000SE NI OR SE RIES 2002BONDS $17,310,000Serial Bands Maturity Principal Interest Maturity Principal Interest ili!!y_J)_ Armunt Rate Yield ili!!y_J)_ Armunt Rate Yield 2004 $ 1, 860, 000 5.Q0>,.,6 3.25% 2009 $ 945,000 4.75% 4.9(J>,.,6 2005 1, 125, 000 5.00 3.75 2010 950,000 5.00 5.00 2006 1, 310, 000 5.00 4.15 2011 1, 185, 000 5.00 5.03 2007 995,000 4.75 4.50 2012 3,860,000 5.00 5. 13 2008 975,000 4.50 4.75 2013 4,105,000 5.25 5.23 $19,445,0006.Q0>,.,6 Term Bonds due July 1, 2022, Price 100.0(J>,.,6 $16,275,0006.Q0>,.,6 Term Bonds due July 1, 2026, Price 99.Q0>,.,6 $16,445,0006.Q0>,.,6 Term Bonds due July 1, 2031, Price 98.25% (Pl us accrued interest fromJan uary 15, 2002) $5,000,000SUB OR DINA TE SER IE S 2002BONDS $2,345,0006.75% Term Bonds due July 1, 2022, Yield 7.15% $2,655,0007.Q0>,.,6 Term Bonds due July 1, 2031, Yield 7.25% (Pl us accrued interest fromJan uary 15, 2002) CALI FORNI A STATE UNIVERSITY, FRESNO ASSOCIATION, I NC. Board of Directors Benjamin F. Quillian, Chairrmnof the Board J amesA I dredge William Fasse RyanJ acobsen MaxineMcDonald Jamie Mello R. Gary Renner Judy Sakaki SPECIAL SERVICES Bond Counsel Orrick Herrington & Sutcliffe LLP San Francisco, California Trustee U.S. Bank, N.A. Los Angel es, California Feasibility Consultant Economics Research Associates Los Angel es, California No dealer, broker, salesperson or other personhas been authorized bytthe Corporation or the Underwriters to give any information or to makeany representations in connection with the offer or sale of the Series 2002 Bonds other than those contained herein and, if given or made, such other information or representations must not be relied upon as having beenauthorized byt the Corporation or the U nderwri ters. This OfficialS tatell"Entdoes not constitute an offer to selI or the sol i citation of an offer to buy nor shal I there beany sale of the Series 2002 B onds byt a person in anyj uri sdi cti on in which it is unlawful for such personto makesuch an offer, solicitation or sale. This Official Statell"Entis not to beconstrued as a contract with the purchasers or CMtners of the Series 2002 Bonds. State!l"Ents contained in this Official Statell"Ent which involve estimates, forecasts or matters of opinion, whether or not expressly so descri bed herei n, are i ntended solely as such and are not to be construed as representations of fact. This Official Statell"Ent, including any supplell"Entor a!l"End!l"Enthereto, is intended to bedeposited with a nationally recognized municipal securities depository. The Underwriters have provided the follCMting sentence for inclusion in this Official S tatell"Ent: The U nderwri ters have reviewed the information in this Official S tatell"Entin accordance with, and as a part of, thei r responsibi I i ti es to investorsunder the federal securitiesI aws as applied to the facts and ci rcumstances of this transaction, but the U nderwri ters do not guarantee the accuracyof completeness of such information. The information set forth herei n has been obtained from sources which are believed to be reliable. The informationand expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statell"Ent nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Corporation or any other parties described herein since the date hereof. All summaries of the Indenture, Ground and Facilities Lease, the Project Docu!l"Entsor other docu!l"Entsare madesubject to the provisions of such docu!l"Ents respectively and do not purport to be complete state!l"Ents of any or alI of such provisions.