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NEW ISSUE — BOOK -ENTRY ONLY RATINGS: Moody's: ""
<br />S &P: I'll
<br />(See "CONCLUDING INFORMATION — Ratings" herein.)
<br />In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, based upon
<br />existing laws, regulations, rulings, court decisions, and assuming (among other things) compliance with certain covenants,
<br />interest on the Bonds is exempt from State of California personal income taxes, although interest on the Bonds is not
<br />excluded from gross income for federal income tax purposes. Bond Counsel expresses no opinion regarding any other tax
<br />consequences caused by the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. For a more
<br />complete description, see "CONCLUDING INFORMATION – Tax Matters."
<br />CITY OF SAN LEANDRO
<br />2012 TAXABLE PENSION OBLIGATION BONDS
<br />Dated: Date of Delivery
<br />Due: June 1; see inside cover
<br />The Bonds. The Bonds will be issued as fully registered bonds in book -entry form only, initially registered in the name
<br />of Cede & Co., New York, New York, as nominee of The Depository Trust Company ( "DTC "), New York, New York.
<br />Individual purchases of the Bonds will be in principal amounts of $5,000 or in any integral multiples of $5,000. Interest on
<br />the Bonds will be payable on [June 1 and December 1] of each year, commencing [June 1, 2012], and principal payable on
<br />the Bonds will be paid on [June 1] in the years set forth on the maturity schedule on the inside cover of this Official
<br />Statement. Payments of principal of and interest on the Bonds will be paid by U.S. Bank National Association, as trustee
<br />(the "Trustee "), to DTC for subsequent disbursement to DTC Participants who will remit such payments to the Beneficial
<br />Owners of the Bonds. See "THE BONDS ".
<br />Purpose. The Bonds are being issued pursuant to (i) the provisions of an Indenture of Trust, dated as of
<br />1, 2012 (the "Indenture "), between the City and U.S. Bank National Association, as trustee (the "Trustee ") and (ii) a
<br />resolution of the City Council of the City of San Leandro (the "City "), adopted on September 19, 2011. The Bonds are
<br />being issued to (i) refund the "side fund" obligations of the City to the California Public Employees' Retirement System
<br />( "PERS ") with respect solely to the City's Public Safety Plan and (ii) pay costs of issuing the Bonds. See "PLAN OF
<br />FINANCING ".
<br />Redemption. The Bonds are subject to optional redemption prior to maturity. [The Bonds maturing on June 1, 20_
<br />are subject to mandatory sinking fund redemption prior to maturity.] See "THE BONDS – Redemption of Bonds."
<br />Security. Payment of the principal of and interest on the Bonds is not limited to any special source of funds and is
<br />payable from any legally available moneys or funds of the City. The City is not empowered or obligated to levy or pledge
<br />taxes to make payments on the Bonds. See "SECURITY FOR THE BONDS" and "RISK FACTORS." The City is not
<br />funding a debt service reserve fund for the Bonds.
<br />MATURITY SCHEDULE
<br />(See inside cover)
<br />THE BONDS DO NOT CONSTITUTE AN OBLIGATION OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO
<br />LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF
<br />TAXATION. NEITHER THE BONDS NOR THE OBLIGATION OF THE CITY TO MAKE PAYMENTS ON THE BONDS
<br />CONSTITUTES AN INDEBTEDNESS OF THE CITY, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL
<br />SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR
<br />RESTRICTION.
<br />THIS COVER PAGE CONTAINS INFORMATION FOR GENERAL REFERENCE ONLY. IT IS NOT A SUMMARY OF
<br />THE SECURITY OR TERMS OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT,
<br />INCLUDING THE SECTION ENTITLED "RISK FACTORS ", FOR A DISCUSSION OF SPECIAL FACTORS WHICH
<br />SHOULD BE CONSIDERED, IN ADDITION TO THE OTHER MATTERS SET FORTH IN THIS OFFICIAL STATEMENT, IN
<br />CONSIDERING THE INVESTMENT QUALITY OF THE BONDS. CAPITALIZED TERMS USED ON THIS COVER PAGE
<br />AND NOT OTHERWISE DEFINED SHALL HAVE THE MEANINGS SET FORTH IN THIS OFFICIAL STATEMENT.
<br />The Bonds are offered when, as and if sold and issued, subject to the approval as to their legality by Jones Hall, A
<br />Professional Law Corporation, San Francisco, California, Bond Counsel. Jones Hall is also serving as Disclosure Counsel
<br />to the City. Certain legal matters will be passed upon for the City by the City Attorney and for the Underwriters by Lofton &
<br />Jennings, San Francisco, California, Underwriters' Counsel. It is anticipated that the Bonds in book -entry form, will be
<br />available for delivery through the facilities of DTC in New York, New York, on or about , 2012.
<br />MORGAN KEEGAN & COMPANY, INC. WEDBUSH SECURITIES, INC.
<br />Dated: 1, 2012
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