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HomeMy WebLinkAboutA016 - Letter from Dorsey & Whitney dated October 21, 1994DES M01VES RESIDENI'A77ORNEYS ROBERT 11. HELMICK DAVID L. CLAYPOOL ROBERT E. JOSTEN EDWIN N. McINTOSII NORENE D.JACOBS STEVEN J. DICKINSON JEFFREY M. HTYRLBURT DAVID D. GBOSSKLAUS Ms. Marianne Bohne First Tennessee Bank 845 Crossover Lane Suite 150 Memphis, TN 38117 DoRSEY & WHITNEY A PA­.­p T.C­­ P ..... - C­­­� 801 GRAND, SUITE 3900 DES MOINES, IOWA 50309 - 2790 (515) 283-1000 FAX (515) 283-1060 MINNEAPOLIS, MINNESOTA NEW YORE, NEW YORK WASH INOTON, D. C. DENYER, COLORADO FARGO, NORTH DAKOTA ROCHESTER, MINNESOTA BILLINGS, MONTANA CHEAT FALLS, MONTANA MISSOULA, MONTANA OR.&NOE COUNTY, CA LONDON, ENGLAND BRUSSELS", BELGIUM Re: Ames, Iowa $2,015,000 General Obligation Corporate Purpose Bonds, Series 1994B Our File No. 419370-14 Dear Ms. Bohne: We have prepared and enclose our final approving opinion covering the captioned Bonds, scheduled for closing on October 25th. Also enclosed is the City's Final Delivery/Non-arbitrage Certificate, dated as of closing, for your records. We have today forwarded the executed Bonds to The Depository Trust Company to be held in escrow pending the City's receipt of the settlement funds and our release on October 25th. We understand that you will wire transfer the net settlement funds to the City in the total amount of $1,985,758.67 on October 25th, as outlined in the September 29th letter of Evensen Dodge. On the day of closing, please telephone our office to confirm with us that the closing is taking place as scheduled and so that we may authorize the release of our opinion and the Bonds. If for any reason the closing will not take place on October 25th, please notify our office as soon as possible. When you telephone, you may speak to jeane Harrison or me. DoRsEY & WHITNEY Page 2 In the meantime, if you should have any questions or if there is anything we can do to be of assistance, please do not hesitate to let us know. 7 Sinc Robert H. RHH:cdm Arnes/419370-14 /Closing Ltr Enclosures CC. Steven Schainker Alice Carroll John Klaus Sandra L. Ryan Barbara R. Gilles Deborah Nistler rieniucr% DFS MGIKFS RESIDENT ATTORNEYS R013EIlT R. HELMICK DAVID L. CLAYPOOL R013ERT E. JOSTEN EDWIN N. McINTOSH NORENE D,JACODS STEVEN J. DICKINSON JEFFREY M. HITREBURT DAVID D. GROSSILLAUS Doi?SEY & WHITNEY A N--. Po—o— C.—HAY ... 601 GRAND, SUITE 3900 DES MOINES, IOWA 50309 - 2790 (515) 283-1000 FAX (515) 283-1060 October 25, 1994 MINNEAPOLIS, MINNESOTA .NEW YORK, NEW YORK WAS H INGTON, D - C. DENVER, COLORADO FARGO,NORTH DAKOTA ROCHESTER, MINNESOTA BILLINGS, MONTANA GREAT FALLS, MONTANA MISSOULA, MONTANA ORANGE COUNTY, CA LONDON,ENGLAND BRUSSELS, BELGIUM We hereby certify that we have examined a certified copy of the proceedings of the City Council of the City of Ames, in the County of Story, State of Iowa (the "Issuer"), passed preliminary to the issue by the Issuer of its General Obligation Corporate Purpose Bonds, Series 1994B (the "Bonds") in the amount of $2,015,000, dated October 1, 1994, in the denomination of $5,000 each, or any integral multiple thereof, maturing on June 1 in each of the respective years and in the principal amounts and bearing interest payable semiannually, commencing June 1, 1995, at the respective rates, as follows: Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 1995 $170,000 4% 2001 $170,000 5.10% 1996 $170,000 4.25% 2002 $165,000 5.20% 1997 $170,000 4.50% 2003 $165,000 5.30% 1998 $170,000 4.75% 2004 $165,000 5.40% 1999 $170,000 4.85% 2005 $165,000 5.40% 2000 $170,000 5% 2006 $165,000 5.50% but the Bonds maturing in each of the years 2004 to 2006, inclusive, are subject to redemption prior to maturity at the times and on the terms specified in the Bonds. Based upon our examination, we are of the opinion, as of the date hereof, that: 1. The aforementioned proceedings show lawful authority for such issue under the laws of the State of Iowa. 2. The Bonds are valid and binding general obligations of the Issuer. a Page 2 3. All taxable property within the corporate boundaries of the Issuer is subject to the levy of taxes to pay the principal of and interest on the Bonds without constitutional or statutory limitation as to rate or amount. 4. The interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings. The opinions set forth in the preceding sentence are subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986 (the "Code") that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The Issuer has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. 5. The Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the Code), a deduction is allowed for 80 per cent of that portion of such financial institutions' interest expense allocable to interest on the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. The rights of the owners of the Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. DORSEY & WHITNEY Letter of Rep resentations t lTo be Complete by Issuer and Agent) City of Ames, Iowa (Name of Issuer] City Treasurer, Ames, Iowa (Name of Agent) October 25, 1994 t Date) Attention: General Counsel's Office The Depository Trust Company 55 Water Street; 49di Floor New York, NY 10041-0099 Re: City of Ames, Iowa $2,015.000 General ObliRation Corporate Purpose Bonds Dated October 1, 1994 dwit, Description) Ladies and Gentlemen: This letter sets forth our understanding with respect to certain matters relating to the above -referenced issue (the "Bonds"). Agent \\ill act as trustee, pa,\ing agent, fiscal agent, or other agent of Issuer \\ith respect to the Bonds. The Bonds \\ill be issued pursuant to a trust indenture, bond resolution, or other such document authorizing the issuance of the Bonds dated October I 1994 (the "Document") First Tennessee Bank, National Association ("Undt-m-titer", overland Park, Kansas I is distributing the Bonds through The DepositonTrust Company ("DTC"). To induce DTC to accept the Bonds as eligible for deposit at DTC, and to act in accordance with its Rules with respect to the Bonds, Issuer and Agent, if any, make the following representations to DTC: 1. Prior to closing on the Bonds on October 25_, 1994 , there shall be deposited with DTC one Bond certificate registered in the name of DTCs nominee, Cede & Co., for each stated maturity of the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal amount of such Bonds. If, however, the aggregate principal amount of any maturity exceeds $150 million, one certificate \\V be issued with respect to each $150 million of principal amount and an additional certificate will be issued \vith respect to any remaining principal amount. Each $150 million Bond certificate shall bear the folloming legend: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC'"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered o\x,ner hereof, Cede & Co., has an interest herein. 2. In the event of anv solicitation of consents from or voting by holders of the Bonds, Issuer or Agent shall establish a record date for such purposes (with no provision for revocation of consents or votes by subsequent holders) and shall, to the extent possible, send notice of such record date to DTC not less than 15 calenda-r days in advance of such record date. 3. In the event of a full or partial redemption or an advance refunding of part of the outstanding Bonds, Issuer or Agent shall send a notice to DTC specif'ving: (a) the amount of the redemption or refunding; (b) in the case of a refunding, the maturity date(s) established under the refunding: and (c) the date such notice is to be mailed to beneficial owners or published (the "Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible telec-opy, registered or certified mail, overnight delivery) in a finie'k, manner designed to assure that such notice is in DTC,s possession no later than the close of business on the business day before the Publication Date. Issuer or Agent shall fonx,ard such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers (if applicable) which includes a manifest or list of each CUSIP submitted in that transmission. (The pai-h- sending such notice shall have a inethod to verify subsequently the use of such means and the timeliness of such notice.) The Publication Date shall , be not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date that the proceeds are deposited in escrow. 4. In the event of an imitation to tender the Bonds, notice by Issuer or Agent to Bondholders specifying the tenns of the tender and the Publication Date of such notice shall be sent to DTC by a secure inearis in the manner set forth in the preceding Paragraph. 5. All notices and payment ad\ices sent to DTC shall contain the CUSIP number of the Bonds. 6. Notices to DTC pursuant to Paragraph 2 by telecopy shall be sent to DTCs Reorganization Department at (212) 709-6896 or (212) 706-6S97, an(] receipt of such notices shall be confinned by telephoning (212) 709-6870. Notices to DTC pursuant to Paragraph 2 by mail or by any other means shall be sent to: Supervisor; Proxv Reorganization Department The Depository Trust Company 7 Hanover Square; 23rd Floor Ne\vYork, NY 10004-269.5 IN 7. Notices to DTC pursuant to Paragraph 3 by teleeopy shall be sent to DTCs Call Notification Department at (516) 9974164 or (516) 9974196. If the part\, sending the notice does not receive a telecopy receipt from DTC confinning that the notice has been received, such party- shall telephone (516) 9274070. Notices to DTC pursuant to Paragraph 3 by mail or by any other means shall be sent to: Call Notification Department The Depositon, Trust Company 711 Stewart Avenue Carden City, NY 11530-4719 S. Notices to DTC pursuant to Paragraph 4 and notices of other actions (including mandaton, tenders, exchanges, and capital changes) by telecopy shall be sent to DTCs Reorganization Department at (212) 709-1093 or (212) 709-1094, and receipt of such notices shall be confinned by telephoning (212) 709-6884. Notices to DTC pursuant to the above by mail or by anv other means shall be sent to: Manager; Reorganization Department Reorganization Window The Depository Trust Company 7 Hanover Square, 2,3rd Floor New York, NY 10004-2695 9. Transactions in the Bonds shall be eligible for next -day funds settlement in DTCs Next -Day Funds Settlement ("NDFS") systern. A. Interest pa\inents shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next -day funds on each payment date (or the equivalent in accordance \Nith existing arrangements bet-ween Issuer or Agent and DTC). Such payments shall be made payable to the order of Cede & Co. Absent anv other existing arrangements such pa\-inents shall be addressed as follows: Manager; Cash Receipts Dividend Department The Depository Trust Company 7 Hanover Square; 24th Floor New York, NY 10004-2695 B. Principal pa�iiients shall be received 1) ' v Cede & Co.. as nominee of DTC, or its registered assigns in next -day funds on each payment date (or the equivalent in accordance with existing arrangements between Issuer or Agent and DTC). Such a\inents shall be made p . payable to the order of Cede & Co., and shall be addressed as follows: NDFS Redemption Department The Depository Trust Company 55 Water Street, 50th Floor New York, NY 10041-0099 10. DTC may direct Issuer or Agent to use an- other telephone number or address as the number or address to which notices or payments of interest or principal may be sent. 11. In the event of a redemption. acceleration, or an- other similar transaction (e.g., tender made and accepted in response to Issuers or Agents imitation) necessitating a reduction in the aggregate principal amount of Bonds outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue and authenticate a new Bond certificate, or (b) may make an appropriate notation on the Bond certificate indicatinc, the date an(] amount of such reduction in principal except in the case of final maturity, in which case the certificate will be presented to Issuer or Agent prior to pa�\-rnerrt if required. -.3- 12. In the event that Issuer determines that beneficial owners of Bonds shall be able to obtain certificated Bonds, Issuer or Agent shall notify DTC of the availability of Bond certificates. In such event, Issuer or Agent shall issue, transfer, and exchange Bond certificates in appropriate amounts, as required by DTC and others. 13. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to Issuer or Agent (at which time DTC will confine with Issuer or Agent the aggregate principal amount of Bonds outstanding). Under such circumstances, at DTCs request Issuer and Agent shall cooperate fully with DTC by taking appropriate action to make available one or more separate certificates evidencing Bonds to any DTC Participant having Bonds credited to its DTC accounts. 14. Nothing herein shall be deemed to require Agent to advance funds on behalf of Issuer. Notes: A. If there is an Agent (as defined in this Letter of Representations), Agent as well as Issuer must sign this 1--tter. If there is no Agent, in signing this Letter Issuer itself undertakes to perionn all of the obligations set forth herein, B. Under Rules Of Ole Municipal Securities Ruleni"— g Board relating to "good delivers", a municipal securities defiler must be able to &-tennine d)e date diat a notice of a partial call or of an ad\-anoe refimdinyf a part of an issue is published (tie "plibbuition date"). ie establishment of .such a publication date is addressed bi Paragral)b 3 of the Letter. C. Schedule B contains statements that DTC believes acxurateh- describe DTC, the med)(A of vffe(bn book- entn' transfers of securities distributed throughDTJ and certain related matters. Received and Accepted: THE DEPOSITORY TRUST COMPANY Br -(Aiftbonzed Officer) �j Cc: Underwriter Undem-niter's Counsel Very truly yours, CITY OF , IOWA BN, 151 SCHEDULE A (Describe Issue) CITY OF AMES, IOWA $2,015,000 General Obligation Corporate Purpose. Bonds,Series 1994B 01-Jun PRINCIPAL INTEREST CUSIP YEAR ------- AMOUNT ------------------- RATE ------------------------------- NUMBERS 1995 $170,000 4.00 030807 RW3 1996 $170,000 4.25 030807 RX1 1997 $170,000 4.50 030807 RY9 1998 $170,000 4.75 030807 RZ6 1999 $170,000 4.85 030807 SAO 2000 $170,000 5.00 030807 S68 2001 $170,000 5.10 030807 SC6 2002 $165,000 5.20 030807 SD4 2003 $165,000 5.30 030807 SE2 2004 $165,000 5.40 030807 SF9 2005 $165,000 5.40 030807 SG7 2006 $165,000 5.50 030807 SH5 0 $0 0.00 0 $0 0.00 0 $0 0.00 0 $0 0.00 0 $0 0.00 0 $0 0.00 0 $0 0.00 0 $0 0.00 -------------- $2,015,000 SCHEDULEB SAMPLE OFFICIAL STATEMENT LANGUAGE DESCRIBING BOOK -ENTRY -ONLY ISSUANCE (Prepared by DTC--bracketed material may be applicable only to certain issues) 1, The Depository True ("[T[C^ New York, NY, will act as aeouhdeo depository for the securities (the "Securities"). The Securities will be issued oafully- registered securities registered in the name cdCede &Co. (DTCs partnership nominee). One fully -registered Security certificate will be issued for [each issue o1]the Bemunitiea, kaaohU in the aggregate principal amount ofsuch iosue, and will bedeposited with DTC. [M, however, the aggregate principal amount of [any] issue exceeds $150 million, one certificate will be issued with respect toeach $15Omillion ofprincipal amount and an additional certificate will be issued with respect to any remaining principal amount of such issue.) 2. DTC is a Umbed-purposetrust company organized under the New York Banking bsw. a "banking organization" withinthemeanin8of1heNewYbrkBankingLew(ememberoftheFedena|ReaemeSyatem.a^oleeringoorporation^ within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17Acdthe Securities Exchange Act of 1934. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants ofsecurities transactions, such aetransfers and p|edgeo, in deposited securities through electronic computerized book -entry changes in Participants' acoounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, bonka, trust companies, clearing :orponations, and certain other organizations. OTC is owned by number ofits Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc, Access \othe DTC system in also available 1oothers such as securities brokers and dea|ero, banka, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. 3. Purchases of Securities under the DTC system must be made by or through Direct podioipanta, which will receive acredit for the Securities on DTC's records, The ownership interest of each actual purchaser of each Security (^Bensfioia|Dwner^)iointurn 1oberecorded onthe Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details cdthe transaction, as well as periodic statements of their ho|dinga, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction, Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Becuhtiee, except in the event that use of the book -entry system for the Securities is discontinued. 4.Tofacilitate subsequent transfers, all Securities deposited by Patcipants with DTC are registered in the name of DTC'spartnership nominee, Cede & Co. The deposit of Securities with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership, OTC has no knowledge of the eotuo| Beneficial Owners of the Securities; DTCs records reflect only the identity ofthe Direct Participants to whose accounts such Securities are onadited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account oftheir holdings onbehalf cdtheir customers. G. Conveyance of notices and other communications by DTC 1oDirect Participants, by Direct Participants to Indirect Portioipanta, 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 effectfrom time totime. [G. Redemption notices ahe|| be sent to Cede & Co. Mless than all of the Securities within an issue are being redeemed. [7FCb practice in to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.] 7. Neither DTC nor Cede & Co. will consent or vote with respect to Securities, Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date, The Omnibus Proxy assigns Cede & Co.b consenting or voting rights tothose Direct Participants to whose accounts the Securities are credited on the record date (identified inalisting attached tothe Omnibus Proxy) . � Cr �| 8.Principal and interest payments onthe Securities will be made to DTC. DTCs practice iotocredit Direct Participants' accounts on payable date in accordance with their respective holdings shown on DTCs records unless [7RCheo reason bobelieve that it will not receive payment on payable date. 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 ofcustomers inbearer form orregistered in"street name.^and will bethe responsibility ofsuch Participant and not ofDTC.the Agent, orthe Issuer, subject toany statutory orregulatory requirements eamay beineffect from time 10time. Payment ofprincipal and interest toDTCisthe responsibility ofthe Issuer orthe Agent, disbursement of such payments to Direct Participants shall bathe responsibility cdDTC. and disbursement of such payments tmthe Beneficial Owners shall be the responsibility of Direct and Indirect Participants. [9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, tothe [Tender/Remarketing]Agen(. and shall effect delivery ofsuch Securities bycausing the Direct Participant to transfer the Participant's interest in the Securities, on DTCs records, to the [Tender/Remarketing]Agerd. The requirement for physical delivery cdSecurities in connection with a demand for purchase oromandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on [7FCbmcorda] 10. [77Cmay d�ooninueproviding its services as securities depository with respect to the Securities at any time by giving reasonable notice tothe Issuer orthe Agent. Under such cinrumotanoea, in the event that a successor securities depository is not obtained, Security certificates are required to be printed and delivered. 11. The Issuer may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). |nthat event, Security certificates will be printed and delivered. 12. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof.