RATINGS: Insured: S&P: AAA

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1 NEW ISSUE Book-Entry Only RATINGS: Insured: S&P: AAA Direct Deposit Program: S&P: AA+ Underlying: S&P: A See BOND RATINGS herein In the opinion of Gilmore & Bell, P.C., St. Louis, Missouri, Bond Counsel, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended, the interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal and Missouri income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. The Bonds have not been designated qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. See the section herein captioned TAX MATTERS and the form of Opinion of Bond Counsel attached hereto as Appendix C. Dated: Date of Delivery $9,653, SCHOOL DISTRICT OF RIVERVIEW GARDENS ST. LOUIS COUNTY, MISSOURI General Obligation Refunding Bonds (Missouri Direct Deposit Program) Series 2004 Due: April 1, as shown on the inside cover The General Obligation Refunding Bonds (Missouri Direct Deposit Program), Series 2004 (the Bonds ) will be issued by the School District of Riverview Gardens, St. Louis County, Missouri (the District ) for the purposes of providing funds to (i) refund certain of the District s outstanding general obligation bonds, as described herein, and (ii) pay certain costs of issuance related to the Bonds. See the section herein captioned PLAN OF FINANCING Refunding of the Refunded Bonds. The Bonds will be issued as fully registered bonds without coupons, and, when issued, will be registered in the name of Cede & Co., as bondowner and nominee for The Depository Trust Company ( DTC ), New York, New York. DTC will act as securities depository for the Bonds. Purchases of the Bonds will be made in book-entry form, in the denomination of $5,000 or integral multiples thereof. Purchasers of the Bonds ( Beneficial Owners ) will not receive certificates representing their interest in the Bonds. So long as Cede & Co. is the owner of the Bonds, as nominee of DTC, references herein to the owners of the Bonds or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the Bonds. See the section herein captioned THE BONDS Book-Entry Only System. The Bonds consist of Current Interest Bonds and Capital Appreciation Bonds. Principal on the Current Interest Bonds will be payable annually on April 1, commencing on April 1, Interest on the Current Interest Bonds is payable semiannually on each April 1 and October 1, commencing April 1, Interest on the Capital Appreciation Bonds will compound semiannually on April 1 and October 1 of each year beginning on April 1, 2005 until maturity and will be payable only at maturity of the Capital Appreciation Bonds. So long as DTC or its nominee, Cede & Co., is the bondowner, such payments will be made by UMB Bank, N.A., Kansas City, Missouri, as paying agent and bond registrar (the Paying Agent ) directly to such bondowner. Disbursement of such payments to the DTC Participants is the responsibility of DTC. Distribution of such payments to Beneficial Owners is the responsibility of the DTC Participants and Indirect Participants, as more fully described herein. See the section herein captioned THE BONDS Book-Entry Only System. The scheduled payment of principal of and interest on the Bonds (or, in the case of Capital Appreciation Bonds, the accreted value) when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Bonds by Financial Security Assurance Inc. (the Bond Insurer ). The Current Interest Bonds are subject to optional redemption prior to maturity. The Capital Appreciation Bonds are not subject to redemption prior to maturity. See the section herein captioned THE BONDS Redemption Provisions. THE BONDS AND INTEREST THEREON WILL CONSTITUTE GENERAL OBLIGATIONS OF THE DISTRICT, PAYABLE FROM AD VALOREM TAXES WHICH MAY BE LEVIED WITHOUT LIMITATION AS TO RATE OR AMOUNT UPON ALL OF THE TAXABLE TANGIBLE PROPERTY, REAL AND PERSONAL, WITHIN THE TERRITORIAL LIMITS OF THE DISTRICT. See inside cover for maturities, principal amounts, interest rates, prices and CUSIP numbers. This cover page contains information for quick reference only. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Bonds are offered when, as and if issued by the District and accepted by the Underwriter, subject to the approval of their validity by Gilmore & Bell, P.C., St. Louis, Missouri, Bond Counsel, and subject to certain other conditions. Certain legal matters will be passed upon for the Underwriter by Thompson Coburn LLP, St. Louis, Missouri. It is expected that the Bonds will be available for delivery through the facilities of DTC in New York, New York on or about September 28, The date of this Official Statement is September 14, 2004.

2 SCHOOL DISTRICT OF RIVERVIEW GARDENS, ST. LOUIS COUNTY, MISSOURI General Obligation Refunding Bonds (Missouri Direct Deposit Program) Series 2004 MATURITY SCHEDULE Base CUSIP $6,835,000 Principal Amount of Current Interest Bonds Year Amount Rate Price CUSIP * 2005 $ 355, % % KV , KW , KX ,090, KY ,130, KZ ,170, LA ,205, LB ,170, P LC 0 Original Principal Amount $2,818, Original Principal Amount of Capital Appreciation Bonds Original Principal Amount per $5,000 Maturity Amount Initial Offering Price To Public Per $5,000 Maturity Amount Approx. Initial Offering Yield at Maturity Approx. Accretion Rate of Interest CUSIP * Maturity Due Amount 2008 $802, $ 1,095,000 $ 3, $ 4, % 9.05% LD , ,090,000 3, , LE , ,090,000 3, , LF , ,095,000 2, , LG 1 P Priced to the par call on 04/01/2014. * CUSIP numbers shown above have been assigned by an organization not affiliated with the District. The District was not responsible for the selection of CUSIP numbers nor does it make any representation as to the correctness of such numbers on the Bonds or as indicated herein.

3 SCHOOL DISTRICT OF RIVERVIEW GARDENS ST. LOUIS COUNTY, MISSOURI 1370 Northumberland Drive St. Louis, Missouri (314) BOARD OF EDUCATION Tommie Pierson, President Deborah Wallace, Vice President Richard Hunt, Secretary Mary Oswald, Treasurer Michael Person, Director Bobby Small, Director Marlene Terry, Director ADMINISTRATION Dr. Henry P. Williams, Superintendent Mr. Louis Deavens, Chief Financial Officer Dr. Betty Porter Walls, Chief Academic Officer Dr. Matt Spencer, Assistant Superintendent, Personnel Mr. Bobby Gines, Assistant Superintendent, Instructional Support Dr. Natalie Thomas, Assistant Superintendent, Instructional Support Ms. Bridgett Willis, Public Information Officer/Assistant to the Superintendent Dr. Chris Baldwin, Director, Technology, Research and Information Systems BOND COUNSEL Gilmore & Bell, P.C. St. Louis, Missouri UNDERWRITER A.G. Edwards & Sons, Inc. St. Louis, Missouri UNDERWRITER S COUNSEL Thompson Coburn LLP St. Louis, Missouri PAYING AGENT/ESCROW AGENT UMB Bank, N.A. Kansas City, Missouri

4 REGARDING USE OF THIS OFFICIAL STATEMENT THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTION CONTAINED IN SECTION 3(a)(2) OF SUCH ACT. The information set forth herein has been obtained from the District and other sources which are deemed to be reliable, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the District. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. No dealer, broker, salesperson or any other person has been authorized by the District to give any information or make any representations, other than those contained in this Official Statement, in connection with the offering of the Bonds, and if given or made, such other information or representations must not be relied upon as having been authorized by the foregoing. 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 Bonds by any person in any state in which it is unlawful for such person to make such offer, solicitation or sale. The information herein is subject to change without notice, and neither the delivery of this Official Statement nor the sale of any of the Bonds hereunder shall under any circumstances create any implication that there has been no change in the affairs of the District or the other matters described herein since the date hereof. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. Other than information with respect to Financial Security Assurance Inc. (the Bond Insurer ) contained under the caption BOND INSURANCE and in Appendix D FORM OF BOND INSURANCE POLICY herein, none of the information in this Official Statement has been supplied or verified by the Bond Insurer and the Bond Insurer 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.

5 CAUTIONARY STATEMENTS REGARDING FORWARD- LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included in or incorporated by reference in this Official Statement that are not purely historical are forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended (the Exchange Act ), and Section 27A of the United States Securities Act of 1933, as amended (the Securities Act ) and reflect the District s current expectations, hopes, intentions, or strategies regarding the future. Such statements may be identifiable by the terminology used such as plan, expect, estimate, budget, intend or other similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. INCLUDED IN SUCH RISKS AND UNCERTAINTIES ARE (i) THOSE RELATING TO THE POSSIBLE INVALIDITY OF THE UNDERLYING ASSUMPTIONS AND ESTIMATES, (ii) POSSIBLE CHANGES OR DEVELOPMENTS IN SOCIAL, ECONOMIC, BUSINESS, INDUSTRY, MARKET, LEGAL AND REGULATORY CIRCUMSTANCES, AND (iii) CONDITIONS AND ACTIONS TAKEN OR OMITTED TO BE TAKEN BY THIRD PARTIES, INCLUDING CUSTOMERS, SUPPLIERS, BUSINESS PARTNERS AND COMPETITORS, AND LEGISLATIVE, JUDICIAL AND OTHER GOVERNMENTAL AUTHORITIES AND OFFICIALS. ASSUMPTIONS RELATED TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE, AND MARKET CONDITIONS AND FUTURE BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY. FOR THESE REASONS, THERE CAN BE NO ASSURANCE THAT THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENTS WILL PROVE TO BE ACCURATE. UNDUE RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENT ARE BASED ON INFORMATION AVAILABLE TO THE DISTRICT ON THE DATE HEREOF, AND THE DISTRICT ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR OR FAIL TO OCCUR, OTHER THAN AS INDICATED UNDER THE CAPTION CONTINUING DISCLOSURE UNDERTAKING.

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7 TABLE OF CONTENTS INTRODUCTION...1 General...1 Purpose of the Bonds...1 Security for the Bonds...1 Continuing Disclosure...2 Descriptions; Inspection of Documents...2 THE BONDS...2 General...2 Redemption Provisions...3 Selection of Current Interest Bonds to be Redeemed...4 Notice and Effect of Call for Redemption...4 Book-Entry Only System...5 Registration, Transfer and Exchange of Bonds Upon Discontinuance of Book-Entry Only System...7 SECURITY FOR THE BONDS...8 General...8 Bond Insurance...8 Direct Deposit of State Aid Payments...8 PLAN OF FINANCING...9 Refunding of the Refunded Bonds...9 Sources and Uses of Funds...10 BOND INSURANCE...10 The Bond Insurance Policy...10 The Bond Insurer...10 THE DISTRICT...11 LEGAL MATTERS...11 BOND RATINGS...12 VERIFICATION OF MATHEMATICAL COMPUTATIONS...12 TAX MATTERS...13 Opinion of Bond Counsel...13 Other Tax Consequences...14 CONTINUING DISCLOSURE UNDERTAKING...14 ABSENCE OF LITIGATION...15 UNDERWRITING...15 CERTAIN RELATIONSHIPS...16 MISCELLANEOUS...17 Appendix A - Information Concerning the District Appendix B - Financial Statements and Independent Auditors Reports and Supplementary Information of the District for the Fiscal Year Ended June 30, 2003 Appendix C - Form of Opinion of Bond Counsel Appendix D - Form of Bond Insurance Policy Appendix E - Table of Compound Amounts of Capital Appreciation Bonds Page - i -

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9 OFFICIAL STATEMENT $9,653, SCHOOL DISTRICT OF RIVERVIEW GARDENS ST. LOUIS COUNTY, MISSOURI General Obligation Refunding Bonds (Missouri Direct Deposit Program) Series 2004 INTRODUCTION The following introductory information is subject in all respects to more complete information contained elsewhere in this Official Statement. The order and placement of materials in this Official Statement, including the Appendices hereto, are not to be deemed to be a determination of relevance, materiality or relative importance, and this Official Statement, including the cover page and Appendices should be considered in its entirety. The offering of the Bonds to potential investors is made only by means of the entire Official Statement. General This Official Statement, including the cover pages and appendices hereto, is furnished to prospective purchasers in connection with the offering and sale of $9,653, aggregate principal amount of General Obligation Refunding Bonds (Missouri Direct Deposit Program), Series 2004 (the Bonds ) by the School District of Riverview Gardens, St. Louis County, Missouri (the District ). The issuance and sale of the Bonds is authorized by a resolution to be adopted by the Board of Education of the District on September 14, 2004 (the Resolution ). All capitalized terms not otherwise defined herein have the meanings assigned to those terms in the Resolution. Purpose of the Bonds The Bonds are being issued for the purpose of providing funds to (i) advance refund a portion of the District s outstanding General Obligation Bonds (Missouri Direct Deposit Program), Series 1996, being those bonds maturing on April 1, 2007 and thereafter, outstanding in the aggregate principal amount of $3,180,000 (the Series 1996 Refunded Bonds ); (ii) advance refund a portion of the District s outstanding General Obligation Bonds (Missouri Direct Deposit Program), Series 1997, being those bonds maturing on April 1, 2008 and thereafter, outstanding in the aggregate principal amount of $6,475,000 (the Series 1997 Refunded Bonds and collectively with the Series 1996 Refunded Bonds, the Refunded Bonds ); and (iii) pay certain costs of issuance related to the Bonds. See the section herein captioned PLAN OF FINANCING Refunding of the Refunded Bonds. Security for the Bonds General. The Bonds will constitute general obligations of the District and will be payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the District. See the section herein captioned SECURITY FOR THE BONDS General. Bond Insurance. Concurrently with the delivery of the Bonds, Financial Security Assurance Inc. (the Bond Insurer ) will issue its Municipal Bond Insurance Policy (the Bond Insurance Policy ). The Bond Insurance Policy guarantees the scheduled payment of principal of (or, in the case of Capital

10 Appreciation Bonds, the accreted value) and interest on the Bonds when due as set forth in the form of the Bond Insurance Policy included as Appendix D to this Official Statement. See the sections herein captioned BOND INSURANCE and SECURITY FOR THE BONDS Bond Insurance. Direct Deposit Agreement. Pursuant to a Direct Deposit Agreement among the Office of the Treasurer of the State of Missouri, the Department of Elementary and Secondary Education of the State of Missouri, the Health and Educational Facilities Authority of the State of Missouri, Commerce Bank, National Association and the District dated as of the date of issuance of the Bonds, the District will agree that a portion of its state aid payments will be transferred to Commerce Bank, National Association, as Direct Deposit Trustee, in order to pay debt service on the Bonds. See the section herein captioned SECURITY FOR THE BONDS Direct Deposit of State Aid Payments. Continuing Disclosure The District has agreed in a Continuing Disclosure Agreement (the Continuing Disclosure Agreement ) to provide certain financial information and operating data relating to the District and to provide notices of the occurrence of certain enumerated events relating to the Bonds, if deemed by the District to be material. The financial information, operating data and notice of events will be filed by the District in compliance with Rule 15c2-12 (the Rule ) promulgated by the Securities and Exchange Commission. The District has made a similar undertaking with respect to its outstanding general obligation bonds issued since 1996 to file an Annual Report for each fiscal year of the District. The District covenanted to include in its Annual Report the District s audited financial statements for the previous year in addition to updated information relating to the District and its operations. The District has filed its audited financial statements but has previously failed to submit the information relating to the District and its operations. The District instituted procedures in June 2003 to insure that future filings are correctly made. In connection with the issuance of the Bonds, the District will enter into the Continuing Disclosure Agreement in an effort to further insure that it meets its continuing disclosure obligations under the Rule. See the section herein captioned CONTINUING DISCLOSURE UNDERTAKING. Descriptions; Inspection of Documents Brief descriptions of the Bonds, the security for the Bonds (including the Bond Insurance Policy) and certain other matters are included in this Official Statement. Such information, summaries and descriptions do not purport to be comprehensive or definitive. All references herein to the Bonds, the Resolution and the Bond Insurance Policy are qualified in their entirety by reference to such documents. General THE BONDS The Bonds are being issued in the aggregate principal amount of $9,653,926.45, consisting of $6,835, original principal amount of Current Interest Bonds and $2,818, original principal amount of Capital Appreciation Bonds. The Current Interest Bonds will be dated as of the date of original delivery of and payment for such Bonds and the principal is payable on April 1 in the years and in the principal amounts set forth on the inside cover page hereof. Interest on the Current Interest Bonds is calculated at the rates per annum (computed on the basis of a 360-day year of twelve 30-day months) set forth on the inside cover page. The Current Interest Bonds shall consist of fully registered bonds without coupons, in denominations of $5,000 or any integral multiple thereof and shall be numbered from - 2 -

11 1 consecutively upward, with the number on each Current Interest Bond preceded by the letter R. Interest on the Current Interest Bonds is payable from the date thereof or the most recent date to which said interest has been paid and is payable semiannually on April 1 and October 1 in each year (each an Interest Payment Date ), beginning April 1, Payment of the interest on the Current Interest Bonds will be made to the person in whose name such Bond is registered (the Registered Owner ) on the registration books (the Bond Register ), at the close of business on the 15 th day (whether or not a business day) of the calendar month next preceding an Interest Payment Date (the Record Date ), such interest to be paid to such Registered Owner by check or draft mailed by UMB Bank, N.A., Kansas City, Missouri (the Paying Agent ), to such Registered Owner at the address shown on the Bond Register or at such other address as is furnished to the Paying Agent in writing by such Registered Owner or in the case of an interest payment to any Registered Owner of $500,000 or more in aggregate principal amount of Current Interest Bonds, by electronic transfer to such Registered Owner upon written notice signed by such Registered Owner and given to the Paying Agent not less than 15 days prior to the Record Date for such interest payment, containing the electronic transfer instructions including the name and address of the bank (which shall be in the continental United States), its ABA routing number and the account number to which such Registered Owner wishes to have such transfer directed. Principal on the Current Interest Bonds will be paid by check or draft to the Registered Owner of such Current Interest Bonds at the maturity of such Current Interest Bonds, upon presentation and surrender of such Current Interest Bonds at such payment office as designated by the Paying Agent. The Capital Appreciation Bonds are dated as of the date of original delivery of and payment for such Capital Appreciation Bonds and will become due on the Stated Maturity, in the Maturity Amounts set forth on the inside cover page hereof. The Capital Appreciation Bonds will be issued in denominations of $5,000 Maturity Amount or any integral multiple thereof and shall be numbered from 1 consecutively upward, with the number on each Capital Appreciation Bond preceded by the letters CR. The Capital Appreciation Bonds do not pay current interest. Interest on the Capital Appreciation Bonds will compound semiannually on April 1 and October 1 in each year, beginning April 1, The Maturity Amount of the Capital Appreciation Bonds is payable upon their maturity at the principal payment office of the Paying Agent in Kansas City, Missouri. The Maturity Amount represents the original principal amount of the Capital Appreciation Bonds plus accrued and compounded interest thereon from the date thereof until maturity at an interest rate per annum (computed on the basis of a 360- day year of twelve 30-day months). Set forth in Appendix E is a table showing the Compound Amounts of Capital Appreciation Bonds as of each April 1 and October 1, calculated as if the original principal amounts were equal to the initial offering prices set forth on the inside cover hereof and the actual interest rates were equal to the initial offering yields as set forth on the inside cover hereof. Redemption Provisions Optional Redemption of Current Interest Bonds. At the option of the District, the Current Interest Bonds or portions thereof maturing on April 1, 2015 and thereafter may be called for redemption and payment prior to their Stated Maturity on April 1, 2014 and thereafter as a whole or in part on any date at the Redemption Price of 100% of the principal amount thereof plus accrued interest thereon to the Redemption Date. No Redemption of Capital Appreciation Bonds. The Capital Appreciation Bonds are not subject to redemption and payment prior to their Stated Maturity

12 Selection of Current Interest Bonds to be Redeemed The Paying Agent shall call Current Interest Bonds for redemption and payment and shall give notice of such redemption as provided in the Resolution upon receipt by the Paying Agent at least 45 days prior to the Redemption Date of the District s written instructions specifying the principal amount, Stated Maturities, Redemption Date and Redemption Prices of the Current Interest Bonds to be called for redemption. If the Current Interest Bonds are refunded more than 90 days in advance of such Redemption Date, any escrow agreement entered into by the District in connection with such refunding shall provide that such written instructions to the Paying Agent shall be given by or on the District s behalf not less than 45 days prior to the Redemption Date. The Paying Agent may in its discretion waive such notice period so long as the notice requirements set forth in the Resolution are met. Current Interest Bonds shall be redeemed only in the principal amount of $5,000 or any integral multiple thereof. When less than all of the Outstanding Current Interest Bonds are to be redeemed, such Current Interest Bonds shall be redeemed in such order of their Stated Maturities as shall be determined by the District, and Current Interest Bonds of less than a full Stated Maturity shall be selected by the Paying Agent in $5,000 units of principal amount in such equitable manner as the Paying Agent may determine. In the case of a partial redemption of Current Interest Bonds, when Current Interest Bonds of denominations greater than $5,000 are then Outstanding, then for all purposes in connection with such redemption each $5,000 of face value shall be treated as though it were a separate Bond of the denomination of $5,000. If it is determined that one or more, but not all, of the $5,000 units of face value represented by any Bond are selected for redemption, then upon notice of intention to redeem such $5,000 unit or units, the Registered Owner of such Bond or the Registered Owner s duly authorized agent shall present and surrender such Bond to the Paying Agent (i) for payment of the Redemption Price and interest to the Redemption Date of such $5,000 unit or units of face value called for redemption, and (ii) for exchange, without charge to the Registered Owner thereof, for a new Current Interest Bond or Bonds of the aggregate principal amount of the unredeemed portion of the principal amount of such Bond. If the Registered Owner of any such Bond fails to present such Bond to the Paying Agent for payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the redemption date to the extent of the $5,000 unit or units of face value called for redemption (and to that extent only). Notice and Effect of Call for Redemption Unless waived by any Registered Owner of Current Interest Bonds to be redeemed, official notice of any redemption shall be given by the Paying Agent on the District s behalf by mailing a copy of an official redemption notice by first class mail at least 30 days but not more than 60 days prior to the Redemption Date to the State Auditor of Missouri, the Purchaser and each Registered Owner of the Bond or Current Interest Bonds to be redeemed at the address shown on the Bond Register. All official notices of redemption shall be dated and shall contain the following information: (i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all Outstanding Current Interest Bonds are to be redeemed, the identification number, Stated Maturity and, in the case of partial redemption of any Current Interest Bonds, the respective principal amounts of the Current Interest Bonds to be redeemed; (iv) a statement that on the Redemption Date the Redemption Price will become due and payable upon each such Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after the Redemption Date; and (v) the place where such Current Interest Bonds are to be surrendered for payment of the Redemption Price, which shall be the principal payment office of the Paying Agent

13 Prior to any Redemption Date, the District shall deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price of all the Current Interest Bonds or portions of Current Interest Bonds that are to be redeemed on such Redemption Date. Official notice of redemption having been given as aforesaid, the Current Interest Bonds or portions of Current Interest Bonds to be redeemed shall become due and payable on the Redemption Date, at the Redemption Price therein specified, and from and after the Redemption Date (unless the District defaults in the payment of the Redemption Price) such Current Interest Bonds or portion of Current Interest Bonds shall cease to bear interest. Upon surrender of such Current Interest Bonds for redemption in accordance with such notice, the Redemption Price of such Current Interest Bonds shall be paid by the Paying Agent. Installments of interest due on or prior to the Redemption Date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, the Paying Agent shall prepare for the Registered Owner a new Current Interest Bond or Bonds of the same Stated Maturity in the amount of the unpaid principal as provided in the Resolution. All Current Interest Bonds that have been surrendered for redemption shall be canceled and destroyed by the Paying Agent as provided in the Resolution and shall not be reissued. The failure of any Registered Owner to receive the foregoing notice or any defect therein shall not invalidate the effectiveness of the call for redemption. Book-Entry Only System The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the District and the Underwriter believe to be reliable, but the District and the Underwriter take no responsibility for the accuracy thereof, and neither the Direct Participants, the Indirect Participants nor the Beneficial Owners should rely on the such information with respect to such matters but should instead confirm the same with Direct Participants or Indirect Participants, as the case may be. General. Ownership interests in the Bonds will be available to purchasers only through a bookentry only system (the Book-Entry Only System ) maintained by The Depository Trust Company, New York, New York ( DTC ), which will act as securities depository for the Bonds. Initially, the Bonds will be issued as one fully-registered Bond for each maturity specified on the inside cover hereof, registered in the Bond Register of the District kept by the Paying Agent in the name of Cede & Co. (DTC s partnership nominee). The following discussion will not apply to any Bonds issued in certificate form due to the discontinuance of the DTC Book-Entry Only System, as described below. DTC and its Participants. DTC, the world s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that its participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation - 5 -

14 ( DTCC ). DTCC, in turn is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). DTC has Standard & Poor s highest rating: AAA. The DTC rules applicable to its Direct Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchase of Ownership Interests. Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC s records. The ownership interest of each actual purchaser of each Bond (the Beneficial Owner ) is in turn to be recorded on the Direct Participants and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. Transfers. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Notices. Conveyance of notices and other communication by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices, if any, shall be sent to DTC. If less than all of the Bonds are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Voting. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments of Principal and Interest. Principal and interest payments on the Bonds and redemption proceeds, if any, will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from the Paying Agent on the payment date - 6 -

15 in accordance with their respective holdings shown on DTC s records. Payments by Direct Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Direct Participant and not of DTC, the Paying Agent or the District, subject to any statutory and regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest and redemption proceeds, if any, to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct Participants and Indirect Participants. Discontinuation of Book-Entry System. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the District or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Bonds are required to be printed and delivered. The District may determine, subject to the requirements of the Operational Agreements of DTC, to discontinue the system of book-entry transfers through DTC (or a successor securities depository). In such event, the Bonds are to be printed and delivered. None of the District, the Underwriter or the Paying Agent will have any responsibility or obligations to any Direct Participants or Indirect Participants or the persons for whom they act with respect to (i) the accuracy of any records maintained by DTC or any such Direct Participant or Indirect Participant; (ii) the payment by any Direct Participant or Indirect Participant of any amount due to any Beneficial Owner in respect of the principal of, premium, if any, or interest on the Bonds; (iii) the delivery by any such Direct Participant or Indirect Participant of any notice to any Beneficial Owner that is required or permitted under the terms of the Resolution to be given to owners of the Bonds; or (iv) any consent given or other action taken by DTC as the owner of the Bonds. Registration, Transfer and Exchange of Bonds Upon Discontinuance of Book-Entry Only System The Paying Agent will keep or cause to be kept at its principal payment office the Bond Register. Upon surrender of any Bond at the principal payment office of the Paying Agent, the Paying Agent shall transfer or exchange Bonds as provided in the Resolution. Any Bond may be transferred upon the Bond Register by the person in whose name it is registered and shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in a form and with guarantee of signature satisfactory to the Paying Agent, duly executed by the Registered Owner thereof or by the Registered Owner s duly authorized agent. The Registered Owner requesting such transfer or exchange will be required to pay any additional costs or fees that might be incurred in the secondary market with respect to such exchange. In the event any Registered Owner fails to provide a correct taxpayer identification number to the Paying Agent, the Paying Agent may make a charge against such Registered Owner sufficient to pay any governmental charge required to be paid as a result of such failure. No transfer or exchange of any Bond shall be required of the District and the Paying Agent after such Bond has been called for redemption after notice of such redemption has been mailed in accordance with the Resolution and during the period of 15 days next preceding the date of mailing of such notice of redemption

16 SECURITY FOR THE BONDS General Pledge of Full Faith and Credit. The Bonds will constitute general obligations of the District and will be payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the District. Levy and Collection of Annual Tax. Under the Resolution, there is levied upon all of the taxable tangible property within the District a direct annual tax sufficient to produce the amounts necessary for the payment of the Maturity Amount, principal or Redemption Price of and interest on the Bonds as the same become due and payable in each year. Such taxes shall be extended upon the tax rolls in each year, and shall be levied and collected at the same time and in the same manner as the other ad valorem taxes of the District are levied and collected. The proceeds derived from said taxes shall be deposited in the Debt Service Fund, shall be kept separate and apart from all other funds of the District and shall be used solely for the payment of the Maturity Amount, principal or Redemption Price of and interest on the Bonds as and when the same become due and the fees and expenses of the Paying Agent. Bond Insurance Concurrently with the delivery of the Bonds, the Bond Insurer will issue the Bond Insurance Policy for the Bonds. The Bond Insurance Policy guarantees the scheduled payment of principal of and interest on the Bonds when due as set forth in the form of the Bond Insurance Policy included as Appendix D to this Official Statement. See the section herein captioned BOND INSURANCE. Direct Deposit of State Aid Payments Pursuant to Section et seq. of the Revised Statutes of Missouri and related statutes (the Deposit Law ), the State of Missouri (the State ) and the District may agree to transfer to a Missouri bank, as direct deposit trustee (the Deposit Trustee ), a portion of the District s state aid payments and distributions normally used for operational purposes ( State Aid ) in order to provide for payment of debt service on the Bonds. On the date of issuance of the Bonds, the District will enter into a Direct Deposit Agreement (the Deposit Agreement ) with the Office of the Treasurer of the State of Missouri ( Treasurer s Office ), the Department of Elementary and Secondary Education of the State of Missouri ( DESE ), the Health and Educational Facilities Authority of the State of Missouri (the Authority ) and the Deposit Trustee. Under the Deposit Agreement, the District will pledge its State Aid, except for State Aid for Gifted and Exceptional Pupils and Remedial Reading, to the payment of the Bonds. The Deposit Agreement will provide for payment of one-third (1/3 rd ) of the annual debt service to be paid on April 1, 2005 in each of the months of November 2004 through January 2005, and one-tenth (1/10 th ) of the annual debt service in the next bond year to be paid in each of the next ten (10) months (i.e., payments in April 2005 through January 2006) and each succeeding ten (10) similar months (i.e., April through January) for each bond year after the Bonds are issued as long as the Bonds are outstanding. Amounts of State Aid to the District in excess of the one-tenth (1/10 th ) monthly deposit will not be deposited with the Deposit Trustee but will be transferred directly to the District as has historically been the case with all State Aid. Each month, pursuant to the terms of the Deposit Agreement, DESE will advise the Treasurer s Office of the amount of the District s State Aid to be deposited with the Deposit Trustee for the purpose - 8 -

17 of paying the Bonds, as specified in the Deposit Agreement. If there is a shortfall in a monthly payment, it is to be made up in the succeeding monthly payment of State Aid. Following receipt of the deposits, the Deposit Trustee will invest the amounts for the benefit of the District. The Deposit Trustee will transfer to the Paying Agent the amount necessary for payment of debt service on the Bonds not later than the day prior to each payment date with respect to the Bonds. The District remains obligated to provide funds to the Paying Agent for debt service on the Bonds if the amounts of State Aid transferred are not sufficient to pay the Bonds when due. Nothing in the Deposit Law or the Deposit Agreement relieves the District of its obligation to make payments of principal and interest on the Bonds, or to impose any debt service levy or capital projects levy sufficient to retire the Bonds. Moneys of the District which would otherwise be used to pay the Bonds on each payment date may be transferred to the District s operational funds to replace State Aid funds used to pay the Bonds. The State has not committed pursuant to the Deposit Law, the Deposit Agreement or otherwise to maintain any particular level of State Aid on behalf of the District, and the State is not obligated in any manner, contractually or morally, to make payments of debt service on the Bonds, other than its obligation to make transfers to the Deposit Trustee as described above. No assurance can be made that the amount of annual State Aid to the District will not in the future drop below that of the annual debt service requirements on the Bonds. Refunding of the Refunded Bonds PLAN OF FINANCING The proceeds of the Bonds (excluding the proceeds of the Bonds used to pay costs of issuance) will be used for the purpose of providing funds to (i) advance refund the Series 1996 Refunded Bonds and (ii) advance refund the Series 1997 Refunded Bonds. In order to do so, the District will enter into the Escrow Trust Agreement dated as of September 1, 2004 (the Escrow Agreement ) with UMB Bank, N.A., Kansas City, Missouri, as Escrow Agent (the Escrow Agent ). Pursuant to the Escrow Agreement, the District will deposit with the Escrow Agent a portion of the proceeds of the Bonds as indicated below under the caption Sources and Uses of Funds. Pursuant to the Escrow Agreement, the Escrow Agent will apply the moneys so deposited to purchase direct non-callable obligations of the United States of America (the Escrowed Securities ) maturing in such amounts and at such times as shall be sufficient, together with the interest to accrue thereon, to redeem and pay the principal of and interest on (i) the Series 1996 Refunded Bonds as the same become due and payable prior to and on April 1, 2006, and to redeem and pay the Series 1996 Refunded Bonds remaining outstanding on April 1, 2006, at a redemption price of 101% of the principal amount thereof, plus accrued interest thereon to the date of redemption and (ii) the Series 1997 Refunded Bonds as the same become due and payable prior to and on April 1, 2007, and to redeem and pay the Series 1997 Refunded Bonds remaining outstanding on April 1, 2007 at a redemption price of 100% of the principal amount thereof, plus accrued interest thereon to the date of redemption. Grant Thornton, LLP, Certified Public Accountants, Minneapolis, Minnesota, will provide a report to the effect that the principal of and interest income on the Escrowed Securities will provide sufficient moneys, together with the moneys held uninvested by the Escrow Agent, to make the required payments in accordance with the District s refunding plan as set forth herein. See the section herein captioned VERIFICATION OF MATHEMATICAL COMPUTATIONS

18 After the issuance of the Bonds and the deposit of the proceeds thereof with the Escrow Agent pursuant to the Escrow Agreement, the Refunded Bonds will be payable from the maturing principal of the Escrowed Securities, together with earnings thereon and other money held for such purpose by the Escrow Agent. The Escrow Agreement provides that the Escrowed Securities and the moneys held uninvested by the Escrow Agent in the Escrow Fund are irrevocably pledged to the payment of the Refunded Bonds and the interest thereon and may be applied only to such payment. Sources and Uses of Funds The anticipated sources and uses of the proceeds of the Bonds are as follows: Sources of Funds: Par amount of Bonds $ 9,653, Plus original issue premium 931, Less original issue discount (23,067.80) Total $ 10,562, Uses of Funds: Deposit to Escrow Fund $ 10,404, Costs of issuance (including Underwriter s discount and premium for Bond Insurance Policy) 158, Total $ 10,562, The Bond Insurance Policy BOND INSURANCE Concurrently with the issuance of the Bonds, the Bond Insurer will issue the Bond Insurance Policy for the Bonds. The Bond Insurance Policy guarantees the scheduled payment of principal of and interest on (or, in the case of Capital Appreciation Bonds, the accreted value) the Bonds when due as set forth in the form of the Bond Insurance Policy included as an exhibit to this Official Statement. The Bond Insurance Policy is not covered by any insurance security or guaranty fund established under New York, California, Connecticut or Florida insurance law. The Bond Insurer The Bond Insurer is a New York domiciled financial guaranty insurance company and a wholly owned subsidiary of Financial Security Assurance Holdings Ltd. ( Holdings ). Holdings is an indirect subsidiary of Dexia, S.A., a publicly held Belgian corporation, and of Dexia Credit Local, a direct whollyowned subsidiary of Dexia, S.A. Dexia, S.A., through its bank subsidiaries, is primarily engaged in the business of public finance, banking and asset management in France, Belgium and other European countries. No shareholder of Holdings or the Bond Insurer is liable for the obligations of the Bond Insurer. At June 30, 2004, the Bond Insurer s total policyholders surplus and contingency reserves were approximately $2,212,545,000 and its total unearned premium reserve was approximately $1,501,280,000 in accordance with statutory accounting practices. At June 30, 2004, the Bond Insurer s total