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GILIVlORE & nELl., P.C. DRAFT 2- OCTOBER 14, 2003 £OR-DIS C_U$ $10/~LI[LIR I[OSE S_OrN L ¥ PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER __, 2003 NEW ISSUE BOOK-ENTRY ONLY S&P RATING" " Insured by See "RATING" herein In the opinion of Gibnore & Bell. P.C. St. Louis. Missouri. Special Tax Counsel, under existing law and ass,ming continued coalpliance with cet~tain requirements of the btternal Revenue Code of 1986. as antended, the Interest Component of the Base Rentals paid by the City under the Lease (as described herein) and distributed to the Owners of the Certificates (inchtding any original issue discount properly allocable to an owno' thereo. D is exbludr~d from gross income for federal and Missouri inconle tax purposes and is not an ilent of tax preference for purposes of the federal ahet~tative minimum lax bnposed on individuals and corporations, except that Special Tax Cotalsel will not express wly opinion for federal or Missouri lax purposes as to any money received in pa)~1ent of or with respect to the Certificates subsequent to termination of the City's obligations under the Lease by reason of aa Event of Nonappropriation or an Event of Default. The Certificates are "qualified tax-exempt obligations" for putposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amolded. See "TAX MA TTERS" herein. $6,240,000~ CE RTl FICATES OF PARTICi PATION (City of University City, Missouri, Lessee), Series 2003 Evidenclng Undivided, Proportlonate Interests of the Owners Thereof in Base Rentals Payable, Subject to Annual Appropriation, by the CITY OF UNIVERSITY CITY, MISSOURI Pursuant to a Lease/Purchase Agreement Dated: November I, 2003 Due: February 1, as shown below The Certificates, representing undivided, proportionate interests in base rentals (the "Base Rentals") to be paid by the City of University City, Missouri (the "City"), are being delivered pursuant to a Trust Indenture dated as of November 1, 2003 (the "Indenture") executed by BNY Trust Company of Missouri, as trustee (the "Trustee"). The Base Rentals are payable by the City under an annually renewable Lease/Purchase Agreement dated as of November 1,2003 (the "Lease") between the City and the Trustee. The City intends to satisfy its obligations to make Base Rentals from a one-quarter cent local park sales tax collected within the City and from other available funds ofthe City. The City has not, however, pledged such sales tax or any other funds to the payment of the Certificates. The Certificates will be delivered in fully registered form without coupons in the denomination of $5,000 or any integral multiple thereof, and will be registered in the name of Cede & Co., as nominee of The Depository lrust Company, New York, New York ("DIG"). Individual purchases of interests in the Certificates will be made in book-entry form only. Purchasers of such interests (the "Beneficial Owners") will not receive certificates representing their interests in the Certificates. So long as Cede & Co., as nominee of DTC, is the Owner of the Certificates, references herein to the Owners or Registered Owners mean Cede & Co., as aforesaid, and do not mean the Beneficial Owners of the Certificates. Principal and interest distributable with respect to the Certificates are payable by the Trustee. So long as DTC or its nominee, Cede & Co., is the Owner, such payments will be made directly to such Owner. Upon receipt of payments of principal and interest, DTC will in turn remit such principal and interest to DTC's participants for subsequent disbursement to the Beneficial Owners of the Certificates. Principal will be payable annually on February 1, beginning February 1, 2005. Interest will be payable semiannually on February I and August 1, beginning February I, 2004, by check or draft mailed (or by wire transfer in certain circumstances as described herein) to the persons who are the registered owners of the Certificates as of the close of business on the 15th day of the month preceding the applicable interest payment date. The Certificates will be payable solely from the Base Rentals under the Lease and certain money held by the Irustee under the Indenture. See "SECURITY FOR THE CERTIFICATES" herein. The City has agreed to pay the total Base Rentals due under the Lease for each fiscal year, but only if the City Council of tbe City annually appropriates sufficient money specifically designated to pay the Base Rentals coming due during each succeeding fiscal year. The obligation to make payments will not create a general obligation or other indebtedness of the City within the meaning of any constitutional, statutory or charter debt limitation or restriction. The delivery of the Certificates will not obligate the City to levy any form of taxation therefor or to make any appropriation for their payment in any year subsequent to a year in which the Lease is in effect. Payment of the principal of and interest on the Certificates when due will be insured by a municipal bond new issue insurance policy to be issued by [**Insurer**] simultaneously with the delivery of the Certificates. IBOND INSURER LOGOI MATURITY SCHEDULE Payment Date Principal Interest Yield Payment Date Principal Interest Yield (February 1) Amount Rate or Price (February 1 } Amount Rate or Price $ % 2005 $ % 2013 2006 2014 2007 2015 2008 2016 2009 2017 2010 2018 2011 2019 2012 (Plus accrued interest from November 1,2003.) The Certificates are subject to optional and extraordinary optional prepaymen, prior to their stated payment dates under certain conditions. See "THE CERTIFICATES -- Prepayment Provisions" herein. The Certificates are subject to certain risks. Prospective purchasers of the Certificates should be able to evaluate the risks and merits of an investment in the Certificates before considering a purchase of the Certificates. See "RISK FACTORS AND INVESTMENT CONSIDERATIONS" herein. lite Certificates are offered when, as and if executed a/rd delivered by the Trastee. subject to the approval of legality by Gilmore & Bell, P.C.. St. Louis. Missouri. Special Tax Counsel. and certain other conditioas. Certain legal matters relating to this Official Statemott aill also be passed upon by Gihuore & Bell. P.C., St. Louis. Missouri. Certain legal matters will be passed upon for the City by John F. Mulligan. Jr.. Attorney-at-Lmm; Clayton. Missouri. It is expected that the Certificates will be available for delivery through lite Depository Trust Company itt New York. New York. on or about November __~ 2003. Bids received until 11:00 a.m. Central Time on __ ,2003, at the office of the Director of Finance, City of University City, Missouri 6801 Delmar Boulevard University City, Missouri 63130 The date of this Official Statement is ,2003. I reliminary; subject to change.