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NEW ISSUE: FULL BOOK-ENTRY RATINGS:
<br /> Standard & Poor's: "AAA"
<br /> Moody's: "Asa"
<br /> MBIA Insured
<br /> (See "RATINGS" herein)
<br /> - In the opinion of Jones Hall Hill& White, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however, to certain
<br /> qualifications described herein,under existing law,the Interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is
<br /> not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of
<br /> computing the alternative minimum tax imposed on certain corporations,such interest is taken into account in determining certain income and earnings.In the
<br /> further opinion of Bond Counsel,such interest is exempt from California personal income taxes.See "TAX MATTERS"herein.
<br /> $27,725,000
<br /> COUNTYWIDE PUBLIC FINANCING AUTHORITY
<br /> 1996 Revenue Bonds
<br /> Dated as of: Date of Delivery Due: August 1, as shown below
<br /> The above-captioned bonds(the"Bonds") are being issued by the Countywide Public Financing Authority(the"Authority"),a joint exercise of powers
<br /> authority established by the Cities of Brea, Buena Park, Fullerton, Garden Grove, Orange,Santa Ana, Seal Beach, Stanton and Tustin (collectively, the
<br /> "Members"),in accordance with the provisions of Article l through 4(commencing with Section 6500)of Chapter 5 of Division 7 of Title 1 of the California
<br /> Government Code (the"Act").The Bonds will be delivered as fully registered bonds without coupons,and when delivered,will be registered in the name of
<br /> Cede&Co.,as nominee of the Depository Trust Company,New York,New York ("DTC").See"THE BONDS—Book-Entry Only System"herein.
<br /> Payment of the principal of and interest and premium,if any,on the Bonds will be made by U.S. Trust Company of California, N.A.,Los Angeles,
<br /> California,as trustee (the"Trustee") to DTC,which will in turn remit such principal and interest (and premium,if any) to its participants for subsequent
<br /> dispersal to beneficial owners of the Bonds,as described herein.Interest on the Bonds is payable semiannually on each February 1 and August I,commencing
<br /> February 1,1997.Principal of any Bond and any premium upon redemption will be paid by check of the Trustee upon presentation and surrender thereof at the
<br /> corporate trust office of the Trustee in Los Angeles,California.
<br /> The Bonds are subject to mandatory redemption as described herein under the captions "THE BONDS—Mandatory Redemption from Optional
<br /> Prepayment of Lease Payments"and"—Special Mandatory Redemption."
<br /> The Bonds are being issued and delivered pursuant to an Indenture of Trust,dated as of July 1,1996(the"Indenture"),by and between the Authority and
<br /> the Trustee,and in accordance with the provisions of Article 4 of the Act (the"Bond Law").The proceeds from the sale of the Bonds will be used by the
<br /> Authority (i) to provide financing for the portions of a County-wide communications system within Orange County allocable to the Members and to finance
<br /> other capital projects for certain Members within their respective geographical boundaries (collectively,the"Project"), (ii) to fund a Reserve Account,and
<br /> (ill)to pay the costs of issuance of the Bonds,In order to provide for the repayment of the Bonds,each Member has agreed to lease certain real property and
<br /> improvements (collectively,the"Leased Premises") to the Authority pursuant to separate Site and Facility Leases,each dated as of July 1, 1996 between the
<br /> Authority,as lessee,and each Member,as lessor(the"Site Leases") and to lease back said Leased Premises from the Authority pursuant to separate Lease
<br /> Agreements,each dated as of July 1,1996 between the Authority,as lessor,and each Member,as lessee (the"Lease Agreements").Pursuant to the Lease
<br /> Agreements,each Member has agreed to pay installments of rent for the Leased Premises to the Authority(the"Lease Payments")which have been calculated
<br /> to be sufficient,in the aggregate,to enable the Authority to pay the principal of and interest and premium,if any,on the Bonds when due and payable.See
<br /> "DEBT SERVICE FOR THE BONDS"and"APPENDIX A—Summary of Principal Legal Documents—The Lease Agreements"herein.
<br /> Payment of the principal of and interest on the Bonds when due will be guaranteed by a municipal bond insurance policy to be issued by MBIA Insurance
<br /> Corporation (the"Insurer') concurrently with the delivery of the Bonds.See"MUNICIPAL BOND INSURANCE POLICY"herein.
<br /> AABIA
<br /> The Bonds are special obligations of the Authority payable solely from the revenues pledged under the Indenture as described herein,consisting primarily of
<br /> the Lease Payments.The Lease Payments are subject to abatement under certain circumstances as described herein.See"SECURITY FOR THE BONDS—
<br /> Lease Payments"and"RISK FACTORS—Abatement"herein.
<br /> Each Member has covenanted under its respective Lease Agreement that it will take such action as may be necessary to include its Lease Payments in its
<br /> budgets during the term of its Lease Agreement and to make the necessary annual appropriations therefor.Neither the Bonds nor the obligation of each Member
<br /> to make Lease Payments constitutes an obligation of such Member for which such Member is obligated to levy or pledge any form of taxation or for which such
<br /> Member has levied or pledged any form of taxation.The Authority has no taxing power.Neither the Bonds nor the obligation of each Member to make Lease
<br /> Payments under its Lease Agreement constitutes a debt of such Member,Orange County,the State of California or any of its political subdivisions within the
<br /> meaning of any constitutional or statutory debt limitations or restrictions.
<br /> MATURITY SCHEDULE
<br /> Due Principal Interest Price Due Principal Interest Price
<br /> (August 1) Amount Rate or Yield (August 1) Amount Rate or Yield
<br /> 1997 $2,025,000 4.10% 3.80% 2005 $2,905,000 5.25% 5.30%
<br /> 1998 2,115,000 4.10 100.00 2006 3,060,000 5.30 5.40
<br /> 1999 2,200,000 4.30 4.35 2007 500,000 5.40 5.50
<br /> 2000 2,300,000 4.60 100.00 2008 530,000 5.50 5.60
<br /> 2001 2,405,000 4.75 4.80 2009 560,000 5.60 5.70
<br /> 2002 2,515,000 4.90 4.95
<br /> 2003 2,640,000 5.00 5.10 2010 585,000 5.70 5.75
<br /> 2004 2,765,000 5.10 5.20 2011 620,000 5.75 5.80
<br /> THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY.IT IS NOT A SUMMARY OF THIS ISSUE.
<br /> INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN
<br /> INFORMED INVESTMENT DECISION.
<br /> The Bonds will be offered when,as and if delivered to and received by the Underwriter,subject to the approval of their validity and the legality of the Lease
<br /> Agreements by Jones Hall Hill&White,A Professional Law Corporation,San Francisco,California,Bond Counsel,and certain other conditions.Certain matters
<br /> will be passed upon for the Underwriter by Cox,Castle&Nicholson,LLP,Los Angeles,California,for the Authority by Jones Hall Hill&White,A Professional
<br /> Law Corporation,San Francisco, California, and for each Member by its City Attorney. D is anticipated that the Bonds will be available for delivery to The
<br /> Depository Trust Company in New York New York on or about July 31, 1996.
<br /> Stone & Youngberg Inc
<br /> Dated: July 16, 1996
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