OFFICIAL STATEMENT DATED MAY 31, 2006 NEW ISSUE RATINGS: FITCH: AAA/F1+ MOODY’S: Aaa/VMIG1 S&P: AAA/A-1+ BOOK-ENTRY ONLY In the opinion of Bond Counsel, assuming continuous compliance with certain covenants described herein, and subject to the conditions stated herein under “Tax Exemptions,” under existing law, (a) the interest on the Notes is excludable from gross income for Federal income tax purposes, and (b) the interest on the Notes is not an enumerated preference or adjustment for purposes of the Federal alternative minimum tax imposed on individuals and corporations; however, such interest will be taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on corporations, and may be subject to the branch profits tax imposed on foreign corporations engaged in a trade or business in the United States. As described herein under “Tax Exemptions,” other Federal income tax consequences may arise from ownership of the Notes. It is also the opinion of Bond Counsel that, under existing law of the State of Maryland, the interest on the Notes and profit realized from the sale or exchange of the Notes is exempt from income taxation by the State of Maryland or by any of its political subdivisions; however, the law of the State of Maryland does not expressly refer to, and no opinion is expressed concerning, estate or inheritance taxes or any other taxes not levied directly on the Notes or the interest thereon. $50,000,000 MONTGOMERY COUNTY, MARYLAND CONSOLIDATED PUBLIC IMPROVEMENT BOND ANTICIPATION NOTES, 2006 SERIES A Dated: Date of Issuance Due: June 1, 2026 Price: 100% CUSIP No. 613340 E7 9 The Notes will be issued by Montgomery County, Maryland (the “County”) to provide funds to finance and refinance the acquisition, construction and equipping of certain public facilities of the County. The Notes are general obligations of the County to the payment of which the County’s full faith and credit and unlimited taxing power is pledged. The County and Dexia Credit Local acting through its New York Branch (the “Bank”), will enter into a Standby Note Purchase Agreement with respect to the Notes. Under the Standby Note Purchase Agreement, the Bank is obligated, subject to certain terms and conditions as described herein, to purchase Notes, or portions thereof in Authorized Denominations, tendered, or deemed tendered, by the Owners thereof to the Registrar and Paying Agent for purchase and not remarketed, as described herein. The Standby Note Purchase Agreement will expire on June 7, 2011, or earlier, as described herein, and may be replaced by an Alternate Liquidity Facility, without the consent of the Owners of the Notes, as described herein. The Notes shall initially bear interest at a Daily Rate established by Lehman Brothers Inc. as Remarketing Agent, as described herein, payable on the first Business Day of each month, on each Mode Change Date, and on the maturity date of the Notes. The Notes, or portions thereof in Authorized Denominations, will be subject to optional tender and purchase on the demand of the Owners thereof on any Business Day, upon the terms and as described herein. The Notes will be subject to mandatory tender and purchase on each Mode Change Date and upon the expiration of the Standby Note Purchase Agreement or substitution of an Alternate Credit Facility. The Notes will be subject to mandatory sinking fund redemption and optional redemption prior to maturity as more fully described herein. The Notes will be issuable in the denomination of $100,000 and any integral multiple of $5,000 in excess thereof. The Notes will be issuable only as registered Notes. When issued, the Notes will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). Purchasers of ownership interests in the Notes (“Beneficial Owners”) will not receive physical delivery of Note certificates. Ownership by Beneficial Owners of ownership interests in the Notes will be evidenced by book-entry only. As long as Cede & Co., as nominee for DTC, is the registered owner of the Notes, payments of principal and purchase price of and interest on the Notes will be made directly to DTC, through Cede & Co. as its nominee, which will in turn remit such payments to the DTC Participants, as herein described, for subsequent disbursement to the Beneficial Owners. See “The Notes - Book-Entry System” herein. The Notes are offered, subject to prior sale, when, as and if issued, subject to the approval of Venable LLP, Baltimore, Maryland, Bond Counsel, and approval of certain matters by McGuireWoods LLP, Baltimore, Maryland, counsel to the Underwriter and the Remarketing Agent, by Chapman and Cutler LLP, Chicago, Illinois, special U. S. counsel to the Bank,and by JEANTETAssociés, special French counsel to the Bank, and certain other conditions. It is expected that the Notes will be available for delivery in New York, New York through the facilities of DTC on or about June 7, 2006. LEHMAN BROTHERS 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. $50,000,000 MONTGOMERY COUNTY, MARYLAND CONSOLIDATED PUBLIC IMPROVEMENT BOND ANTICIPATION NOTES, 2006 SERIES A No broker, dealer, salesman or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement in connection with the offering made hereby and, if given or made, such information or representations must not be relied upon as having been authorized by the County, the Bank, the Underwriter or the Remarketing Agent (each as defined or described in this Official Statement). The information contained in this Official Statement has been obtained from the County, the Bank and other sources believed by the Underwriter to be reliable, but it is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Underwriter, or, as to information from sources other than the County, by the County, or as to information from sources other than the Bank, by the Bank. 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 Notes by any person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as an agreement or contract between the County and the purchasers or owners of any of the Notes. All quotations from and summaries and explanations of provisions of law and documents herein do not purport to be complete and reference is made to such laws and documents for full and complete statements of their provisions. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or opinions and not as representations of fact. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the Notes shall under any circumstances create any implication that there has been no change in the affairs of the County or the Bank since the date hereof. i MONTGOMERY COUNTY, MARYLAND OFFICIAL ROSTER OF COUNTY OFFICIALS COUNTY EXECUTIVE Douglas M. Duncan COUNTY COUNCIL George Leventhal President Marilyn J. Praisner Vice President Phil Andrews Howard A. Denis Nancy Floreen Michael Knapp Thomas Perez Steven Silverman Michael L. Subin The terms of the County Executive and all County Council members expire in December 2006. APPOINTED OFFICIALS Bruce Romer Chief Administrative Officer Timothy L. Firestine Director, Department of Finance Beverley Swaim-Staley Director, Office of Management and Budget Charles W. Thompson, Jr. County Attorney Linda M. Lauer Clerk of the Council BOND COUNSEL Venable LLP Baltimore, Maryland FINANCIAL ADVISOR Public Financial Management, Inc. Philadelphia, Pennsylvania REMARKETING AGENT Lehman Brothers Inc. New York, New York REGISTRAR AND PAYING AGENT U.S. Bank Trust National Association New York, New York INDEPENDENT PUBLIC ACCOUNTANTS KPMG, LLP Washington, DC DEBT MANAGEMENT AND DISCLOSURE INFORMATION Montgomery County Department of Finance 101 Monroe Street Rockville, MD 20850 240/777-8860 240/777-8857 (Fax) http://bonds.montgomerycountymd.gov ii TABLE OF CONTENTS Page INTRODUCTORY STATEMENT......................................................................................................1 THE COUNTY ....................................................................................................................................3 USE OF PROCEEDS.........................................................................................................................11 THE NOTES ......................................................................................................................................11 SECURITY AND SOURCES OF PAYMENT FOR THE NOTES ..................................................22 TAX EXEMPTIONS .........................................................................................................................27 LEGAL MATTERS ...........................................................................................................................28 LITIGATION.....................................................................................................................................28