NEW ISSUE - BOOK ENTRY ONLY In the opinion of Co-Bond Counsel, under existing law, the interest on the 1993 Bonds is exempt from personal income taxes of the State of Californiaand, assuming compliance with the tax covenant described herein, is excluded from gross income for federal income tax purposes and is not a specificpreference item for purposes of the federal alternativeminimum tax. See, however, "Federal and State Income Taxes" herein for a description of other taxes on corporations. $25,000,000 CITY OF PASADENA 1993 WATER REVENUE BONDS Dated: June 1, 1993 Due: July 1, as shown below The 1993 Bonds will be issued only as fully registered bonds and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Purchases of the 1993 Bonds will be made in book-entry form, in the denomination of $5,000 or any integral multiple thereof. Purchasers of the 1993 Bonds will not receive certificates representing their interest in the 1993 Bonds. See "Book­ Entry Only System." The 1993 Bonds are being issued to provide moneys to finance certain costs of acquisition and construction of additions to, and extensions and improvements of, the Water System of the City; to advance refund the Refunded Bonds; to fund the 1993 Reserve Fund; and to pay costs of issuance of the 1993 Bonds. Interest is payable semi-annually on January l and July 1 in each year, commencing January 1, 1994, Principal of, interest and any premium on the 1993 Bonds are to be paid to purchasers by DTC through the DTC Participants ( as defined herein). The 1993 Bonds are subject to redemption prior to maturity as set forth herein. The 1993 Bonds are solely an obligation payable from the Water Fund of the City's Water and Power Department (the "Department") and are not an indebtedness of the City. Subject to the limitation that the payment of the expenses for the operation and maintenance of the Water System shall be made prior to the payment of principal and interest on the 1993 Bonds, the 1993 Bonds are payable frommoneys on deposit in the Water Fund. The 1993 Bonds will be payable on a parity with other obligations of the Water System payable from the Water Fund and issued from time to time, including $3, 100,000 aggregate principal amount of prior 1991 Water Revenue Bonds to remain outstanding upon the issuance of the 1993 Bonds. The City may issue additional parity obligations in the future. 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 1993 Bonds. Investors should review the entire Official Statement before making any investment decision. MATURITY SCHEDULE Maturity Principal Interest Maturity Principal Interest (July 1) Amount Rate Yield (July 1) Amount Rate Yield 1994 .......... $ 200,000 4.500% 2. 650% 2001........... $ 305,000 4.500% 4.600% 1995.......... 215,000 4.500 3. 100 2002........... 825,000 7.500 4.900 1996.......... 235,000 4.500 3. 500 2003... ........ 885,000 6. 875 5. 000 1997.......... 250,000 4.500 3.900 2004 ........... 94 0,000 4.800 4.900 1998.......... 260,000 4.500 4.050 2005........... 985,000 4.900 5.000 1999.......... 270,000 4.500 4.250 2006........... 1,035,000 5. 000 5. 100 2000 .......... 290,000 4.500 4.4 00 2007 ........... 1,095,000 5. 100 5. 200 $8,090,000 6.00% Term Bond due July 1, 2013 Price 105.220% $9-,120,000 5.00%- Term Bond due July I, 2018 Price 93.255% (Plus Accrued Interest) The 1993 Bonds are offered when, as and if issued and received by the underwriter, subject to the approval of legality by Mudge Rose Guthrie Alexander & Ferdon, Los Angeles, California and Marilyn L. Garcia, Esq., Los Angeles, California, Co-Bond Counsel. O'Brien Partners Inc. and L.P. Charles & Goings, Inc. serve as Co­ Financial Advisors to the City in connection with the issuance of the 1993 Bonds. It is anticipated that the 1993 Bonds will be available for delivery through the facilities of the DTC book-entry system on or about July 30, 1993. July 15, 1993 CITY OF PASADENA CITY COUNCIL Rick Cole, Mayor Kathryn T. Nack, Vice Mayor Bill Crowfoot, Councilmember Chris Holden, Councilmember William M. Paparian, Councilmember Isaac Richard, Councilmember William E. Thomson, Jr., Councilmember CITY STAFF Philip A. Hawkey, City Manager Victor J. Kaleta, City Attorney FINANCE STAFF Mary J. Bradley, Director of Finance Pamela J. Wilson, Acting Municipal Services Administrator UTILITY STAFF David C. Plumb, General Manager Willard 0. Bangham, Assistant General Manager - Water Systems M - Kabirr M.O. Faal, Assistant General Manager- Finance and Administration George F. Morrow, Assistant General Manager - Utility Resource Planning CO-FINANCIAL ADVISORS O'Brien Partners Inc. Los Angeles, California L.P. Charles & Goings, Inc. Los Angeles, California CO-BOND COUNSEL Mudge Rose Guthrie Alexander & Ferdon Los Angeles, California Marilyn L. Garcia, Esq. Los Angeles, California PAYING/ESCROW AGENT Bank of America National Trust & Savings Association Los Angeles, California No dealer, broker, salesman or other person has been authorized by the City of Pasadena or the Department of Water and Power 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 representations must not be relied upon as having been authorized by the City of Pasadena or the Department of Water and Power. 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 1993 Bonds by any person in any jurisdiction in which it is unlawful for such persons to make such offer, solicitation or sale. The information set forth herein has been furnished by the- C1ty of Pasadena and the Department of Water and Power and includes information obtained from other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness. The information and expressions of opinion contained 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 of Pasadena or the Department of Water and Power since the date hereof. IN CONNECTION WITH THE OFFERING OF THE 1993 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 1993 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. TABLE OF CONTENTS Page Page INTRODUCTION ...........................................................................1 CITY WATER SUPPLY ........................ ..........................16 Purpose of the 1993 Bonds ...................................................... 1 Raymond Basin Management Board ............ ...........................17 Security and Rate Covenant ..................................................... 1 Water Allotment and Conservation Programs ..........................17 ESTIMATED SOURCES AND USES OF FUNDS ........................ 2 Water Management Strategies ................................................18 THE CAPITAL IMPROVEMENT PROGRAM ................................ 2 Devil's Gate Multi-Use Project .................................................19 THE PLAN OF REFUNDING ......................................................... 2 Water Quality .. ........................................................................19 DESCRIPTION OF THE BONDS .................................................. 3 lnsurance ................................................................................ 20 General. ....................................................................................3 METROPOL!TANWATER DISTRICT OF Optional Redemption ............................................................... .4 SOUTHERN CALIFORNIA .................................................... 21 Mandatory Redemption............................................................ .4 MWD Water Supply................................................................ 21 Selection for Redemption ......................................................... 5 Reliability of MWD Water ....................................................... Notice of Redemption ............................................................... 5 Supply to Meet City Requirements ..................................... 22 BOOK-ENTRY ONLY SYSTEM ..................................................... 5 MWD Scheduling and Operations .......................................... 23 SECURITY FOR AND SOURCES OF PAYMENT MWD Rates ............................................................................ 23 FOR THE 1993 BONDS .......................................................... ? OPERATIONS OF THE WATER DIVISION .......... .................... 24 Funds ........................... .........................................................8 Basis of Financial Reporting .. ................................................ 24 The Water Fund ....................................... ............................... 8 Revenues ................................................................................ 24 The Construction Fund ............................................................. 9 Rate Structure....................... .................................................. 25 The 1993 Bond