NEW ISSUE Rating: Standard & Poor’s Corporation “__” Book-Entry-Only This Preliminary Official Statement is deemed “nearly final” and is dated November 28, 2012 In the opinion of Krieg DeVault LLP, Indianapolis, Indiana, under existing laws, regulations, judicial decisions and rulings, interest on the Bonds (hereinafter defined) is excludable from gross income under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), for federal income tax purposes, is not an item of tax preference for purposes of federal alternative minimum tax imposed on individuals and shall there be any sale of these corporations, but is taken into account in determining adjusted current earnings for the purposes of computing the federal alternative minimum tax imposed on certain corporations. Such exclusion is conditioned on continuing compliance with the Tax Covenants (hereinafter defined). In the opinion of Krieg DeVault LLP, Indianapolis, Indiana, under existing laws, regulations, judicial decisions and rulings, interest on the Bonds is exempt from income taxation in the State of Indiana. See “TAX MATTERS” herein. The Authority has designated the Bonds as qualified tax- exempt obligations to qualify the Bonds for the $10,000,000 exception from the provisions of Section 265(b)(3) of the Internal Revenue Code of 1986 relating to the disallowance of 80% of the deduction for interest expense allocable to tax exempt obligations. may not be sold nor may offers to buy be accepted may nor not be sold may $3,400,000* ZIONSVILLE REDEVELOPMENT AUTHORITY Zionsville, Indiana ECONOMIC DEVELOPMENT LEASE RENTAL REVENUE BONDS, SERIES 2012 the solicitation of an offer to buy nor Original Date: Date of Delivery (Anticipated to be December 18, 2012) Due: February 1 and August 1, as shown on the inside cover The Zionsville Redevelopment Authority (the “Authority”) is issuing $3,400,000* of Economic Development Lease Rental Revenue Bonds, Series 2012 (the “Bonds”) for the purpose of financing (i) all or a portion of the acquisition, construction, installation and equipping of certain road and related public improvements (the “Project”), (ii) any real estate to be acquired in connection with the Project, (iii) reimbursement of the Authority of any amounts heretofore advanced for the costs of the Project, (iv) capitalized interest, (v) a debt service reserve and (vi) bond issuance expenses. The Project will serve and benefit the Zionsville Economic Development Area (the “Area”) and will be leased to the Zionsville Redevelopment Commission (the “Commission”). The Bonds are secured and payable from fixed, semiannual lease rental payments (the “Lease Rentals”) to be paid by the Commission to The ithout any notice. The securities described herein notice. ithout any Bank of New York Mellon Trust Company, N.A. (the “Trustee”), under a Trust Indenture between the Authority and the Trustee dated as of atement constitute an offer to sell or December 1, 2012 (the “Trust Indenture”) and a Lease (herein defined) between the Authority and the Commission (the “Lease”) dated September 24, 2012 and an Addendum to Lease between the Authority and the Commission dated December __, 2012. Such Lease Rentals are on under the applicable securities laws of any such jurisdiction. on under payable from Tax Increment (hereinafter defined) revenues received by the Commission from increases in assessed valuation of the real property improvements located in the Area as a result of the completion of the Project and also as needed from increases in the assessed valuation of real property improvements located in the Area generally (the “TIF Revenues”). The pledge of TIF Revenues will be on parity with the pledge of TIF Revenues to the $5,040,000 of currently outstanding Economic Development Lease Rental Bonds of 2008 (the “2008 Bonds”) and the $1,148,000 of currently outstanding Sewage Works Revenue Bonds of 2010 (the “2010 Bonds” and together with the 2008 Bonds, the “Outstanding Obligations”). To the extent TIF Revenues are insufficient, the Commission and the Authority have entered into a Developer Agreement dated as of August 27, 2012 (the “Developer Agreement”) whereby Scannell Properties #152, LLC (the “Developer”) has agreed to be liable and obligated for shortfall in TIF Revenues related to the Project if and to the extent that the assessed value of the Project does not result in TIF Revenues equal to or greater than the per annum amounts of TIF Revenues due by the Commission to the Authority for debt service payments on the Bonds (the “Service Payments”). Service Payments made by the Developer to the Commission shall be paid to the Authority to make up any deficiency in the Lease Rentals due under the Lease. To the extent the TIF Revenues and Service Payments are insufficient to pay stances shall this Preliminary Official St Lease Rentals, the Commission shall levy a special benefits tax (the “Special Benefits Tax”) on all taxable property in the Zionsville awful prior to registration or qualificati Redevelopment District (the “District”) in an amount sufficient with the Tax Increment and Service Payments, to pay the Lease Rentals provided for in the Lease. THE BONDS DO NO CONSTITUTE A CORPORATE OLBIGATION OR INDEBTEDNESS OF THE TOWN OR COMMISSION, BUT SHALL CONSTITUTE AN OBLIGATION OF THE AUTHORITY PAYABLE IN ACCORDANCE WITH THE TERMS OF THE TRUST INDENTURE AND SECURED BY THE PLEDGE AND ASSIGNMENT TO THE TRUSTEE OF THE FUNDS AND ACCOUNTS DEFINED AND DESCRIBED THEREIN, INCLUDING THE LEASE RENTALS AND OTHER INCOME AS DEFINED IN THE TRUST INDENTURE. The Bonds will be issued only as fully registered bonds, and when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). Purchases of beneficial interests in the Bonds will be made in book-entry-only form in the denomination of $5,000 or any integral multiples thereof. Purchasers of beneficial interests in the Bonds (the “Beneficial Owners”) will not receive physical delivery of certificates representing their interests in the Bonds. Interest on the Bonds will be payable semiannually on February 1 and August 1 of each year, beginning August 1, 2013. Principal and interest will be disbursed on behalf of the Authority by The Bank of New York Mellon information contained herein are subject to completion, amendment or other change w change other or amendment subject to completion, are herein contained information offer, solicitation or sale would be unl Trust Company, N.A. (the “Registrar” and “Paying Agent”). Interest on the Bonds will be paid by check, mailed one business day prior to the delivered in final form. Under no circum in form. delivered final interest payment date or by wire transfer to depositories. The principal of and premium, if any, on the Bonds shall be payable in lawful money of the United States of America at the principal corporate trust office of the Paying Agent. Interest on, together with the principal of, the Bonds will be paid directly to DTC by the Paying Agent so long as DTC or its nominee is the registered owner of the Bonds. The final disbursement of such payments to the Beneficial Owners of the Bonds will be the responsibility of the DTC Participants and the Indirect Participants. See “BOOK- ENTRY-ONLY SYSTEM”. The Bonds will be subject to optional redemption prior to maturity, as more fully described herein. The Bonds may be issued as “Term Bonds” at the Underwriter’s (hereinafter defined) discretion and subject to mandatory sinking fund redemption as more fully described herein. * Subject to change. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official prior to the time the Official Statement is securities in any jurisdiction which such This Preliminary Official Statement and the Statement to obtain information essential to the making of an informed investment decision. MATURITY SCHEDULE (Base CUSIP* _________) Interest Interest Maturity Principal** Rate Yield CUSIP Maturity Principal** Rate Yield CUSIP August 1, 2014 $30,000 February 1, 2020 $165,000 February 1, 2015 30,000 August 1, 2020 165,000 August 1, 2015 150,000 February 1, 2021 170,000 February 1, 2016 155,000 August 1, 2021 165,000 August 1, 2016 155,000 February 1, 2022 175,000 February 1, 2017 155,000 August 1, 2022 175,000 August 1, 2017 155,000 February 1, 2023 180,000 February 1, 2018 160,000 August 1, 2023 180,000 August 1, 2018 160,000 February 1, 2024 180,000 February 1, 2019 160,000 August 1, 2024 185,000 August 1, 2019 160,000 February 1, 2025 190,000 *Copyright 2012, American Bankers Association. CUSIP data herein provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. **Subject to change. INFORMATION FOR BIDDING Date and Time of Sale: Upon 24 hours’ notice. Anticipated to take place on December 6, 2012 at 11:30 a.m. (EST) Place of Sale: Umbaugh, 8365 Keystone Crossing, Suite 300, Indianapolis, Indiana 46240 Maximum Interest Rate: 5.0% Maximum Discount: 1.0% Multiples: 1/8 or 1/20 of 1%, non-descending Anticipated Closing Date: December 18, 2012 Good Faith Deposit: $34,000* certified or cashier’s check or wire transfer submitted by the winning bidder no later than 3:30 p.m. (EST) on the business day following the award Method of Bidding: Electronic bidding by PARITY® or traditional bidding Basis of Award: Net Interest Cost (NIC) For a complete description of terms and conditions for bidding, please refer to the next section of this Official Statement (Appendix i) for the Notice of Intent to Sell Bonds. The Bonds are being offered for delivery when, as and if issued and received by the Underwriter (hereinafter defined) and subject to the approval of legality by Krieg DeVault LLP, Indianapolis, Indiana, Bond Counsel.