OFFICIAL STATEMENT AUGUST 17, 2010 NEW ISSUE - Book-Entry-Only RATING: Moody s: Aaa PSF: GUARANTEED (See OTHER INFORMATION Rating and THE PERMANENT SCHOOL FUND GUARANTEE PROGRAM herein) In the opinion of Bond Counsel, assuming continuing compliance by the District after the date of initial delivery of the bonds described below (the Bonds ) with certain covenants contained in the Order authorizing the Bonds and subject to the matters set forth under TAX MATTERS herein, interest on the Bonds for federal income tax purposes under existing statutes, regulations, published rulings, and court decisions (1) will be excludable from the gross income of the owners thereof pursuant to section 103 of the Internal Revenue Code of 1986, as amended to the date of initial delivery of the Bonds, and (2) will not be included in computing the alternative minimum taxable income of individuals or, except as described herein, corporations. See TAX MATTERS herein. THE DISTRICT WILL DESIGNATE THE BONDS AS QUALIFIED TAX-EXEMPT OBLIGATIONS. $18,200,000 TAFT INDEPENDENT SCHOOL DISTRICT (San Patricio County, Texas) UNLIMITED TAX SCHOOL BUILDING BONDS, SERIES 2010 Dated: August 15, 2010 Due: August 15, as shown on inside cover PAYMENT TERMS... The $18,200,000 Taft Independent School District Unlimited Tax School Building Bonds, Series 2010 (the Bonds ) will be issued in denominations of $5,000 or any integral multiple thereof. Interest on the Bonds will accrue from August 15, 2010 (the Dated Date ) and will be payable on February 15, 2011 and each February 15 and August 15 thereafter until maturity, and will be calculated on the basis of a 360-day year of twelve 30-day months. The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company, New York, New York ( DTC ), pursuant to the Book-Entry-Only System described herein. DTC will act as securities depository. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to the owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. (See "THE BONDS - Book-Entry-Only System" herein). The initial Paying Agent/Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas. (See "THE BONDS - Paying Agent/Registrar"). AUTHORITY FOR ISSUANCE... The Bonds are issued pursuant to the Constitution and general laws of the State of Texas, including Sections 45.001 and 45.003(b)(1), Texas Education Code, as amended, an election held in the District on May 8, 2010, and an order adopted by the Board of Trustees (the Board ) authorizing the issuance of the Bonds (the Order ). The Bonds are direct obligations of the Taft Independent School District (the "District"), payable from an annual ad valorem tax levied, without legal limitation as to rate or amount, on all taxable property located within the District, as provided in the Order (see "THE BONDS - Authority for Issuance"). The District has submitted an application to the Texas Education Agency and has received approval for the payment of the principal of and interest on the Bonds to be guaranteed by the Permanent School Fund Guarantee (see "THE PERMANENT SCHOOL FUND GUARANTEE PROGRAM"). PURPOSE... Proceeds from the sale of the Bonds will be used for (i) construction and equipment of school buildings in the District and the purchase of necessary sites and (ii) paying the costs of issuance of the Bonds. (see PLAN OF FINANCE - Purpose ). See following page for Maturity Schedule, Interest Rates, Yields, and CUSIP Numbers LEGALITY... The Bonds are offered for delivery when, as and if issued and received by the initial purchaser (the Underwriters ) and subject to the approving opinion of the Attorney General of Texas and the approval of certain legal matters by Escamilla, Poneck & Cruz, LLP, San Antonio, Texas, Bond Counsel (see APPENDIX C-Form of Bond Counsel s Opinion ). Certain legal matters will be passed for the Underwriters by McCall, Parkhurst & Horton, L.L.P., San Antonio, Texas. DELIVERY... It is expected that the Bonds will be available for initial delivery through the services of DTC, on or about September 16, 2010. SOUTHWEST SECURITIES COASTAL SECURITIES, INC.
MATURITY SCHEDULE, INTEREST RATES, YIELDS, AND CUSIP NUMBERS CUSIP (1) Prefix: 873737 Maturity Principal Interest Initial CUSIP (1) Maturity Principal Interest Initial CUSIP (1) (August 15) Amount Rate Yield Suffix (August 15) Amount Rate Yield Suffix 2013 $ 290,000 2.000% 0.750% ER7 2023 2014 295,000 2.500% 0.950% ES5 2024 2015 305,000 2.500% 1.370% ET3 2025 2016 310,000 3.000% 1.670% EU0 2026 2017 320,000 4.000% 1.940% EV8 2027 2018 335,000 4.000% 2.130% EW6 2028 2019 345,000 4.000% 2.340% EX4 2029 2020 360,000 4.000% 2.550% EY2 2030 2021 (3) 375,000 4.000% 2.720% (2) EZ9 2031 2022 (3) 390,000 4.000% 2.860% (2) FA3 2032 (Accrued Interest from August 15, 2010 to be added) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) $ 405,000 4.000% 2.990% (2) FB1 420,000 4.000% 3.100% (2) FC9 440,000 4.000% 3.210% (2) FD7 455,000 4.000% 3.330% (2) FE5 475,000 4.000% 3.450% (2) FF2 495,000 4.000% 3.550% (2) FG0 510,000 4.000% 3.680% (2) FH8 535,000 4.000% 3.760% (2) FJ4 555,000 4.000% 3.860% (2) FK1 575,000 4.000% 3.960% (2) FL9 $10,010,000 Term Bonds (4) $1,875,000 4.000% Term Bond Due August 15, 2035 (4) Priced to Yield 4.040% CUSIP Suffix FP0 $3,655,000 4.125% Term Bond Due August 15, 2040 (4) Priced to Yield 4.210% CUSIP Suffix FU9 $4,480,000 4.125% Term Bond Due August 15, 2045 (4) Priced to Yield 4.360% CUSIP Suffix FZ8 (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor s Financial Services LLC on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. Neither the Underwriters, the District nor the Financial Advisor is responsible for the selection or correctness of the CUSIP numbers set forth herein. (2) Yield calculated based upon the assumption that the Bonds designated and sold at a premium will be redeemed on August 15, 2020, the first optional redemption date for the Bonds, at a redemption price of par plus accrued interest to the redemption date. (3) The District reserves the right, at its option, to redeem the Bonds having stated maturities on and after August 15, 2021 in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on August 15, 2020, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption( see THE BONDS-Optional Redemption ). (4) The Bonds maturing on August 15 in the years 2035, 2040, and 2045 are also subject to mandatory sinking fund redemption (see THE BONDS- Mandatory Redemption of the Term Bonds ). [The remainder of this page intentionally left blank.] ii
No dealer, broker, salesperson or other person has been authorized to give information or to make any representation other than those contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon. The information set forth herein has been obtained from the District and other sources believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as the promise or guarantee of the Financial Advisor or the Underwriters. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation is made as to the correctness of such estimates and opinions, or that they will be realized. The Underwriters have provided the following sentence for inclusion in the Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. 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 District or other matters described. THE BONDS ARE EXEMPT FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION AND CONSEQUENTLY HAVE NOT BEEN REGISTERED THEREWITH. THE REGISTRATION, QUALIFICATION, OR EXEMPTION OF THE BONDS IN ACCORDANCE WITH APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTIONS IN WHICH THESE BONDS HAVE BEEN REGISTERED, QUALIFIED, OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE THE MARKET PRICE OF THE ISSUE AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. Neither the District, the Underwriters, nor the Financial Advisor make any representation or warranty with respect to the information contained in this Official Statement regarding the Depository Trust Company or its Book-Entry-Only System or the affairs of the Texas Education Agency described under THE PERMANENT SCHOOL FUND GUARANTEE PROGRAM. The agreements of the District and others related to the Bonds are contained solely in the contracts described herein. Neither this Official Statement nor any other statement made in connection with the offer or sale of the Bonds is to be construed or constituting an agreement with the purchasers of the Bonds. INVESTORS SHOULD READ THIS ENTIRE OFFICIAL STATEMENT, INCLUDING ALL APPENDICES ATTACHED HERETO, TO OBTAIN INFORMATION ESSENTIAL TO MAKING AN INFORMED INVESTMENT DECISION. [The remainder of this page intentionally left blank.] iii
TABLE OF CONTENTS OFFICIAL STATEMENT Description of the Bonds... i SELECTED FINANCIAL INFORMATION... v GENERAL FUND CONSOLIDATED STATEMENT SUMMARY... v DISTRICT ADMINISTRATION Elected Officials... vi Selected Administrative Staff... vi Consultants and Advisors... vi INTRODUCTION... 1 PLAN OF FINANCE... 1 THE BONDS... 1 THE PERMANENT SCHOOL FUND GUARANTEE PROGRAM... 7 STATE AND LOCAL FUNDING OF SCHOOL DISTRICTS IN TEXAS... 15 CURRENT PUBLIC SCHOOL FINANCE SYSTEM. 16 OTHER INFORMATION Rating... 35 Litigation... 35 Registration and Qualification of Bonds for Sale... 35 Legal Investments and Eligibility to Secure Public Funds in Texas... 35 Legal Matters... 35 Authenticity of Financial Data and Other Information 36 Continuing Disclosure of Information... 36 Financial Advisor... 37 Underwriting... 37 Forward Looking Statements... 37 Miscellaneous... 38 APPENDICES General Information Regarding the District... A Taft Independent School District Annual Financial and Compliance Report... B Form of Bond Counsel's Opinion... C The cover page hereof, this page, the appendices included herein and any addenda, supplement or amendment hereto, are part of the Official Statement. TAX INFORMATION... 20 AD VALOREM TAXATION Table 1 - Valuation, Exemptions & Tax Supported Debt... 24 Table 2 - Taxable Assessed Valuations by Category... 25 Table 3 - Valuation and Tax Supported Debt History. 26 Table 4 - Tax Rate, Levy and Collection History... 26 Table 5 - Ten Largest Taxpayers... 27 Table 6 - Estimated Overlapping Debt... 27 DEBT INFORMATION Table 7 - Tax Supported Debt Service Requirements.. 28 Table 8 - Estimated Interest and Sinking Fund Budget Projection... 29 Table 9 - Authorized But Unissued Unlimited Tax Bonds... 29 Table 10 - Other Obligations... 29 FINANCIAL INFORMATION Table 11 - General Fund Revenues and Expenditures. 30 Financial Policies... 31 Investments... 31 Table 12 - Current Investments... 32 TAX MATTERS... 33 iv
SELECTED FINANCIAL INFORMATION Ratio Fiscal Per Capita Debt to Year Estimated Taxable Taxable Per Capita Taxable % of Ended District Assessed Assessed Tax Tax Assessed Total Tax 8/31 Population (1) Valuation Valuation Debt Debt Valuation Collections 2006 5,486 $ 259,436,608 $ 47,291 $ 2,378,000 $ 433 0.92% 96.57% 2007 5,303 261,499,741 49,312 5,469,999 1,031 2.09% 97.66% 2008 5,190 246,881,388 47,569 5,109,374 984 2.07% 98.78% 2009 4,962 281,968,664 56,826 5,129,998 1,034 1.82% 100.28% 2010 5,330 223,255,364 41,887 23,444,999 (3) 4,399 10.50% (2) (1) Population calculated by multiplying the District s average daily attendance by District s population factor. (2) In process of collection. (3) Includes the Bonds; GENERAL FUND CONSOLIDATED STATEMENT SUMMARY For Fiscal Year Ended August 31 2009 (1) 2008 (1) 2007 2006 2005 Beginning Balance $ (200,115) $ 718,772 $ 1,012,549 $ 1,902,014 $ 1,665,844 Total Revenues 10,872,022 10,201,858 10,879,437 10,815,284 10,531,044 Total Expenditures (10,301,262) (11,149,656) (11,121,249) (11,247,212) 9,986,550 Net Transfers/Other Resources Changes in Fund Balances 512,807 (918,887) (293,777) (889,465) 236,170 Ending Balance $ 312,692 $ (200,115) $ 718,772 $ 1,012,549 $ 1,902,014 Source: the District s audited annual financial statements. (1) The recent downward trend of the District fund balance was caused by a substantial reduction of the student population that caused overstaffing in the 2006-2007 and the 2007-2008 school years. Since 2007-2008, the District has eliminated 51 educational positions to accommodate the reduction of the student population. For the fiscal year ending 2009, the District improved its fund balance to $312,692. The District currently projects a general fund balance for August 31, 2010 of approximately $375,000. For additional information regarding the District, please contact: Dr. Chad Kelley Robert A. Tijerina Superintendent or Estrada Hinojosa & Company, Inc. Noel Snedeker 100 W. Houston Street Director of Finance Suite 1400 400 College Street San Antonio, Texas 78205 Taft, Texas 78390 (210) 223-4888 - Telephone (361) 528-2636 -Telephone (210) 223-4849 - Fax (361) 528-2223 - Fax [The remainder of this page intentionally left blank.] v
DISTRICT ADMINISTRATION ELECTED OFFICIALS Board of Trustees Term Expires Occupation Pete Rodriguez May 2013 Mobile Equipment Operator President Yolanda Valle Vice President Mary Garrett Secretary Sylvia Montemayor Member John Carvajal Member Johnny Carver Member May 2011 May 2013 May 2011 May 2012 May 2012 Retired Educator / Church Volunteer Retired Business Owner Area Supervisor Oil & Gas Refiner Mgr. for TX Dept. of Criminal Justice Pete Lopez Member May 2012 Business Owner / Consultant SELECTED ADMINISTRATIVE STAFF Name Position Length of Service With the District Dr. Chad Kelley Superintendent of Schools 3 Years Mr. Noel Snedeker Assistant Superintendent for Business 10 Years CONSULTANTS AND ADVISORS Auditors... Ernest R. Garza & Company P.C. Certified Public Accountants Corpus Christi, Texas Financial Advisor... Estrada Hinojosa & Company, Inc. Dallas and San Antonio, Texas Bond Counsel... Escamilla, Poneck & Cruz, LLP. San Antonio, Texas [The remainder of this page intentionally left blank.] vi
OFFICIAL STATEMENT RELATING TO $18,200,000 TAFT INDEPENDENT SCHOOL DISTRICT UNLIMITED TAX SCHOOL BUILDING BONDS, SERIES 2010 INTRODUCTION This Official Statement, which includes the Appendices hereto, provides certain information regarding the issuance of $18,200,000 Taft Independent School District Unlimited Tax School Building Bonds, Series 2010 (the Bonds ). Capitalized terms used in this Official Statement not otherwise defined herein have the same meanings assigned to such terms in the order to be adopted by the Board on the date of sale of the Bonds which will authorize the issuance of the Bonds (the Order ), except as otherwise indicated herein. All financial and other information presented in this Official Statement has been provided by the Taft Independent School District (the District ) from its records, except for information expressly attributed to other sources. The presentation of information, including tables of receipts from taxes and other sources, is intended to show recent historic information, and is not intended to indicate future or continuing trends in financial position or other affairs of the District. No representation is made that past experience, as is shown by financial and other information, will necessarily continue or be repeated in the future. There follows in this Official Statement descriptions of the Bonds and certain information regarding the District and its finances. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each such document. Copies of such documents may be obtained from the District's Financial Advisor, Estrada Hinojosa & Company, Inc., San Antonio and Dallas, Texas, upon payment of reasonable copying, handling and delivery charges. This Official Statement speaks only as to its date, and the information contained herein is subject to change. Copies of the Official Statement will be deposited with the Municipal Securities Rulemaking Board, through its Electronic Municipal Market Access (EMMA) system. See OTHER INFORMATION - Continuing Disclosure of Information for a description of the District s undertaking to provide certain information on a continuing basis. DESCRIPTION OF THE DISTRICT... The Taft Independent School District (the District ) is a political subdivision located in San Patricio County, Texas. The District is governed by the seven-member Board who serve staggered three-year terms with elections being held in May of each year. Policy-making and supervisory functions are the responsibility of, and are vested in, the Board. The Board delegates administrative responsibilities to the Superintendent of Schools, who is the chief administrative officer of the District. Support services are supplied by consultants and advisors. The District is approximately 96.25 square miles in area in San Patricio County, Texas and encompasses the City of Taft. (see Appendix A General Information Regarding the District ). PLAN OF FINANCE PURPOSE... Proceeds from the sale of the Bonds will be used for (i) construction and equipment of school buildings in the District and the purchase of necessary sites and (ii) paying the costs of issuance of the bonds. THE BONDS DESCRIPTION OF THE BONDS... The Bonds will be issued in denominations of $5,000 or any integral multiple thereof. Interest on the Bonds will accrue from August 15, 2010 and will be payable on February 15 and August 15 of each year commencing February 15, 2011, and will be calculated on the basis of a 360-day year of twelve 30-day months. The definitive Bonds will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company New York, New York, ( DTC ), pursuant to the Book-Entry-Only System described herein. No physical delivery of the Bonds will be made to the owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See "THE BONDS - Book-Entry-Only System" herein. AUTHORITY FOR ISSUANCE... The Bonds are issued and the tax is levied for their payment pursuant to authority conferred by the Texas Constitution, the laws of the State of Texas, including sections 45.001 and 45.003(b)(1), Texas Education Code, as amended; an election held in the District on May 8, 2010, and the Order. 1
SECURITY AND SOURCE OF PAYMENT... All taxable property within the District is subject to a continuing direct annual ad valorem tax levied by the District, without legal limit as to rate or amount, sufficient to provide for the payment of principal of and interest on all Bonds. Additionally, the District has made an application and has received approval for the payment of the principal of and interest on the Bonds to be guaranteed by the Permanent School Fund of Texas. PERFECTION OF SECURITY INTEREST... Chapter 1208, Texas Government Code, as amended, applies to the issuance of the Bonds and the ad valorem tax pledge thereto and such pledge is, therefore, valid, effective, and perfected. Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being that the pledge of ad valorem taxes are to be subject to the filing requirements of Chapter 9, Texas Business and Commerce Code, in order to preserve to the registered owners of the Bonds a security interest in such pledge, the District agrees to take such measures as it determines are reasonable and necessary to enable a filing of a security interest in said pledge to occur. PERMANENT SCHOOL FUND GUARANTEE... In connection with the sale of the Bonds, the District has submitted an application to the Texas Education Agency and has received conditional approval from the Commissioner of Education for guarantee of the Bonds under the Permanent School Fund Guarantee Program (Chapter 45, Subchapter C, of the Texas Education Code). Subject to meeting certain conditions discussed under the heading "THE PERMANENT SCHOOL FUND GUARANTEE PROGRAM" herein, the Bonds will be absolutely and unconditionally guaranteed by the corpus of the Permanent School Fund. In the event of default, registered owners will receive all payments due from the corpus of the Permanent School Fund. TAX RATE LIMITATION... There is no legal limitation on the tax rate to pay the Bonds; provided, however, with respect to new debt, the District must demonstrate to the Attorney General of Texas that it has the ability to pay all "new debt" with a debt service tax not to exceed $0.50 per $100 assessed valuation. The Bonds are "new debt" and are subject to this limitation. (see TAX INFORMATION Tax Rate Limitations herein). OPTIONAL REDEMPTION... The District reserves the right to redeem the Bonds maturing August 15, 2021 in whole or in part, in principal amount of $5,000 or any integral multiple thereof on August 15, 2020, or any date thereafter, at a price equal to the principal amount thereof, plus accrued interest to the date of redemption and without premium. If less than all of the Bonds of a maturity, subject to redemption are to be redeemed, the District will determine the amounts of each maturity or maturities to be redeemed and direct the Paying Agent/Registrar (or DTC while the Bonds are in Book-Entry-Only from) to select at random and by lot the Bonds, or portions thereof, within such maturity or maturities to be redeemed; provided; however, that during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds will be selected in accordance with the arrangements between the District and the securities depository. MANDATORY REDEMPTION OF THE TERM BONDS... The Bonds maturing on August 15 in the years 2035, 2040, and 2045 (the Term Bonds ), are subject to mandatory redemption in part prior to maturity on August 15, in the years shown below at 100% of the principal amount thereof plus accrued interest to the date of redemption from payments into the Interest and Sinking Fund which are required to be made in amounts sufficient to redeem on August 15 of each year the principal amount of such Term Bonds as follows: Term Bonds Term Bonds Term Bonds Stated to Mature on August 15, 2035 Stated to Mature on August 15, 2040 Stated to Mature on August 15, 2045 Principal Principal Principal Year Amount Year Amount Year Amount 2033 $ 600,000 2036 $ 675,000 2041 $ 825,000 2034 625,000 2037 700,000 2042 860,000 2035 (Maturity) 650,000 2038 730,000 2043 895,000 2039 760,000 2044 930,000 2040 (Maturity) 790,000 2045 (Maturity) 970,000 The principal amount of the Term Bonds required to be redeemed pursuant to the operation of such mandatory redemption requirements may be reduced, at the option of the District, by the principal amount of such Term Bonds which, prior to the date of the mailing of notice of such mandatory redemption, (1) shall have been acquired by the District and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased an canceled by the Paying Agent/Registrar at the request of the District, or (3) shall have been redeemed pursuant to the optional redemption provisions described in the preceding paragraph and not therefore credited against a mandatory redemption requirement. NOTICE OF REDEMPTION... Not less than 30 days prior to the date fixed for any redemption of any Bonds or portions thereof prior to stated maturity, the District shall cause notice of such redemption to be sent by United States mail, first-class postage prepaid, to the registered owner of each Bond or a portion thereof to be redeemed at its address as it appears on the registration books of the Paying Agent/Registrar on the day such notice of redemption is mailed. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof which are to be so redeemed. If such notice of redemption is given and if due provision for such payment is made, all as provided above, the Bonds or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. 2
Bonds of a denomination larger than $5,000 may be redeemed in part ($5,000 or any integral multiple thereof). Any Bonds to be partially redeemed must be surrendered in exchange for one or more new Bonds of the same stated maturity and interest rate for the unredeemed portion of the principal. The Paying Agent/Registrar and the District, so long as a Book-Entry-Only System is used for the Bonds, will send any notice of redemption, notice of proposed amendment to the Order or other notices with respect to the Bonds only to DTC. Any failure by DTC to advise any DTC participant, or of any DTC participant or indirect participant to notify the beneficial owner, will not affect the validity of the redemption of the Bonds called for redemption or any other action premised on any such notice. Redemption of portions of the Bonds by the District will reduce the outstanding principal amount of such Bonds held by DTC. In such event, DTC may implement, through its Book-Entry-Only System, a redemption of such Bonds held for the account of DTC participants in accordance with its rules or other agreements with DTC participants and then DTC participants and indirect participants may implement a redemption of such Bonds from the beneficial owners. Any such selection of Bonds to be redeemed will not be governed by the Order and will not be conducted by the District or the Paying Agent/Registrar. Neither the District nor the Paying Agent/Registrar will have any responsibility to DTC participants, indirect participants or the persons for whom DTC participants act as nominees, with respect to the payments on the Bonds or the providing of notice to DTC participants, indirect participants, or beneficial owners of the selection of portions of the Bonds for redemption. (see THE BONDS Book-Entry-Only System herein). BOOK-ENTRY-ONLY SYSTEM... This section describes how ownership of the Bonds is to be transferred and how the principal of, premium, if any, and interest on the Bonds are to be paid to and credited by The Depository Trust Company, New York, New York ("DTC"), while the Bonds are registered in its nominee name. The information in this section concerning DTC and the Book-Entry-Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The District, the Financial Advisor, and the Underwriters believe the source of such information to be reliable, but take no responsibility for the accuracy or completeness thereof. The District cannot and does not give any assurance that (1) DTC will distribute payments of debt service on the Bonds, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Bonds), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the United States Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC. 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. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC s 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 ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. 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 Participants are on file with the United States Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of 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 ("Beneficial Owner") is in turn to be recorded on the Direct 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 interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. 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. 3
Conveyance of notices and other communications 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. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Obligation documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 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 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption, principal, and interest payments on the Bonds 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 District or the Paying Agent/Registrar, on payable date in accordance with their respective holdings shown on DTC s records. Payments by 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 Participant and not of DTC nor its nominee, the Paying Agent/Registrar, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, principal, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Paying Agent/Registrar, 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 and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to Issuer or Paying Agent/Registrar. Under such circumstances, in the event that a successor depository is not obtained, security certificates for each maturity of the Bonds are required to be printed and delivered. The Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, security certificates for each maturity of the Bonds will be printed and delivered and the Bonds will be subject the transfer, exchange and registration provisions as set forth in the Order and summarized under Transfer, Exchange and Registration below. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the District, the Financial Advisor, and the Underwriters believe to be reliable, but neither of the District, the Financial Advisor, nor the Underwriters take responsibility for the accuracy thereof. Use of Certain Terms in Other Sections of this Official Statement In reading this Official Statement it should be understood that while the Bonds are in the Book-Entry-Only System, references in other sections of this Official Statement to registered owners should be read to include the person for which the Participant acquires an interest in the Bonds, but (I) all rights of ownership must be exercised through DTC and the Book-Entry-Only System, and (ii) except as described above, payment or notices that are to be given to registered owners under the Order will be given only to DTC. PAYING AGENT/REGISTRAR... The initial Paying Agent/Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas. In the Order, the District retains the right to replace the Paying Agent/Registrar. The District covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds are duly paid and any successor Paying Agent/Registrar shall be a commercial bank or trust company organized under the laws of the State of Texas or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent/Registrar for the Bonds. Upon any change in the Paying Agent/Registrar for the Bonds, the District agrees to promptly cause a written notice thereof to be sent to each registered owner of the Bonds by United States mail, first class, postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. SUCCESSOR PAYING AGENT/REGISTRAR... The District reserves the right to replace the Paying Agent/Registrar. If the Paying Agent/Registrar is replaced by the District, the new Paying Agent/Registrar must accept the previous Paying Agent/Registrar's records and act in the same capacity as the previous Paying Agent/Registrar. Any successor paying Agent/Registrar selected by the District shall be a bank, a trust company, financial institution, or other entity duly qualified and legally authorized to serve and perform the duties of Paying Agent/Registrar for the Bonds. TRANSFER, EXCHANGE AND REGISTRATION... In the event the Book-Entry-Only System should be discontinued, the Bonds may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon presentation and surrender to the Paying Agent/Registrar and such transfer or exchange will be without expense or service charge to the registered owner, except for any tax or other governmental charges required to be paid with respect to such registration, exchange and transfer. Bonds may be assigned by the execution of an assignment form on the respective Bonds or by other instrument of transfer and assignment acceptable to the Paying Agent/Registrar. New Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bonds being transferred or exchanged, at the designated office of the Paying Agent/Registrar, or sent by United States 4
mail, first class, postage prepaid, to the new registered owner or his designee. To the extent possible, new Bonds issued in an exchange or transfer of Bonds will be delivered to the registered owner or assignee of the registered owner in not more than three business days after the receipt of the Bonds to be canceled, and the written instrument of transfer or request for exchange duly executed by the registered owner or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. New Bonds registered and delivered in an exchange or transfer will be in any integral multiple of $5,000 for any one maturity and for a like aggregate principal amount as the Bonds surrendered for exchange or transfer. See "Book-Entry-Only System" herein for a description of the system to be utilized initially in regard to ownership and transferability of the Bonds. Neither the District nor the Paying Agent/Registrar will be required to transfer or exchange any Bond called for redemption, in whole or in part, within 45 days of the date fixed for redemption; provided, however, such limitation of transfer will not be applicable to an exchange by the registered owner of the uncalled balance of a Bond. RECORD DATE FOR INTEREST PAYMENT... The record date ("Record Date") for determining the person to whom the interest is payable on the Bonds on any interest payment date means the close of business on the last business day of the preceding month. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the District. Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", which must be 15 days after the Special Record Date) will be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each holder of a Bond appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. MUTILATED, DESTROYED, LOST, OR STOLEN BONDS... The District has agreed to replace mutilated, destroyed, lost, or stolen Bonds upon surrender of the mutilated Bonds to the Paying Agent, or receipt of satisfactory evidence of such destruction, loss, or theft, and receipt by the District and Paying Agent of security or indemnity as may be required by either of them to hold them harmless. The District may require payment of taxes, governmental charges, and other expenses in connection with any such replacement. DEFEASANCE OF BONDS....The Order provides for the defeasance of the Bonds when the payment of the principal of the Bonds, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, redemption, or otherwise), is provided by irrevocably depositing with a trust company or commercial bank not a depository of the District (1) cash sufficient to make such payment or (2) Governmental Obligations (hereinafter defined) certified by an independent public accounting firm of national reputation to be of such maturities and interest payment dates and to bear interest at such rates as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom (likewise to be held in trust and committed, except as hereinafter provided), be sufficient to make such payment or (3) a combination of money and Governmental Obligations together so certified to be sufficient, provided that all the expenses pertaining to the Bonds with respect to which such deposit is made will have been paid, or the payment thereof provided for, to the satisfaction of the aforementioned depository. The Order provides that Governmental Obligations means (a) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (b) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (c) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. The District has additionally reserved the right, subject to satisfying the requirements of (1) and (2) above, to substitute other Governmental Obligations for the Governmental Obligations originally deposited, to reinvest the uninvested moneys on deposit for such defeasance and to withdraw for the benefit of the District moneys in excess of the amount required for such defeasance. The defeasance of the Bonds will cancel the Permanent School Fund guarantee. (see THE PERMANENT SCHOOL FUND GUARANTEE PROGRAM herein). Upon such deposit as described above, such Bonds will no longer be regarded to be outstanding or unpaid. Provided, however, the District has reserved the option, to be exercised at the time of the defeasance of the Bonds, to call for redemption at an earlier date those Bonds which have been defeased to their maturity date, if the District (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Bonds for redemption, (ii) gives notice of the reservation of that right to the owners of the Bonds immediately following the making of the firm banking and financial arrangements, and (iii) directs that notice of the reservation be included in any redemption notices that it authorizes. AMENDMENTS... The District may amend the Order without the consent of or notice to any registered owners in any manner not detrimental to the interests of the registered owners, including the curing of any ambiguity, inconsistency, or formal defect or omission therein. In addition, the District may, with the written consent of the holders of a majority in aggregate principal amount of the Bonds then outstanding affected thereby, amend, add to, or rescind any of the provisions of the Order; except that, without the consent of the registered owners of all of the Bonds affected, no such amendment, addition, or rescission may (1) change the date specified as the date on which the principal of or any installment of interest on any Bond is due and payable, reduce the principal amount thereof, or the rate of interest thereon, change the place or places at or the coin or currency in which any Bond or interest thereon is payable, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any amendment, addition, or waiver. BONDHOLDERS REMEDIES... The Order does not specify events of default with respect to the Bonds. If the District defaults in the payment of principal, interest, or redemption price on the Bonds when due or the State fails to honor the Permanent School Fund Guarantee as hereinafter discussed, or the District defaults in the observation or performance of any other covenants, conditions, or obligations set forth in the Order, the registered owners may seek a writ of mandamus to compel the District or District officials to carry out the legally imposed duties with respect to 5
the Bonds if there is no other available remedy at law to compel performance of the Bonds or the Order and the District's obligations are not uncertain or disputed, as well as to enforce the rights of payment under the Permanent School Fund Guarantee. The issuance of a writ of mandamus is controlled by equitable principles, so rests with the discretion of the court, but may not be arbitrarily refused. There is no acceleration of maturity of the Bonds in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. The Order does not provide for the appointment of a trustee to represent the interest of the Bondholders upon any failure of the District to perform in accordance with the terms of the Order, or upon any other condition and accordingly all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the registered owners. On June 30, 2006, the Texas Supreme Court ruled in Tooke v. City of Mexia 197 S.W. 3d 325 (Tex. 2006) that a waiver of sovereign immunity in a contractual dispute must be provided for by statute in clear and unambiguous language. Because it is unclear whether the Texas legislature has effectively waived the District s sovereign immunity from a suit for money damages, Bondholders may not be able to bring such a suit against the District for breach of the Bonds or Order covenants. Even if a judgment against the District could be obtained, it could not be enforced by direct levy and execution against the District's property. Further, the registered owners cannot themselves foreclose on property within the District or sell property within the District to enforce the tax lien on taxable property to pay the principal of and interest on the Bonds. Furthermore, the District is eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code ("Chapter 9"). Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source of revenues, the pledge of ad valorem taxes in support of a general obligation of a bankrupt entity is not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or Bondholders of an entity which has sought protection under Chapter 9. Therefore, should the District avail itself of Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state court); and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinion of Bond Counsel will note that all opinions relative to the enforceability of the Bonds are qualified with respect to the customary rights of debtors relative to their creditors. USE OF BOND PROCEEDS... Proceeds from the sale of the Bonds are expected to be expended as follows: Sources: Par Amount of the Bonds $ 18,200,000.00 Accrued Interest 62,023.14 Net Premium 267,712.15 Total Sources of Funds $ 18,529,735.29 Uses: Project Fund $ 18,200,000.00 Deposit to Interest and Sinking Fund 62,023.14 Costs of Issuance 140,858.15 Underwriters' Discount 126,854.00 Total Uses of Funds $ 18,529,735.29 [The remainder of this page intentionally left blank] 6