CCR1992055The City Clerk read the following resolution:
Resolution No. 55-92
A RESOLUTION AUTHORIZING THE CITY OF MUSKEGO
GENERAL OBLIGATION PROMISSORY NOTES PURSUANT TO
TO BORROW THE SUM OF $5,325,000 BY ISSUING
SECTION 67.12(12) OF THE WISCONSIN STATUTES
AND AUTHORIZING THE SALE OF THE NOTES
WHEREAS the City of Muskego, Waukesha County, Wisconsin
(sometimes hereinafter called the "City") is presently in need of
the sum of FIVE MILLION THREE HUNDRED TWENTY-FIVE THOUSAND
DOLLARS ($5,325,000) for public purposes, including paying part
of the costs of the improvement and expansion of the City's water
system, and the acquisition of land for and construction and
equipping of a fire engine house, and refunding obligations of
the City, including interest on them; and
WHEREAS the Common Council deems it necessary and in the
best interest of the City that the monies needed for such
purposes be borrowed by issuing general obligation promissory
notes pursuant to the provisions of Section 67.12(12), Wis.
Stats., upon the terms and conditions hereinafter provided; and
WHEREAS the City has duly received sealed bids for its
proposed issue of $5,325,000 General Obligation Promissory Notes
(the "Notes" ) ; and
WHEREAS it has been determined that the best bid received
was that submitted by Robert W. Baird & Co. Incorporated and
associates;
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the
City of Muskego, Waukesha County, Wisconsin, that:
Section 1. Award. The bid of Robert W. Baird & Co.
Incorporated, and associates, for the purchase price of
City Clerk are authorized and directed to execute an acceptance
$5,280,230.00, be and it hereby is accepted and the Mayor and
of the offer of said successful bidder on behalf of the City.
The good faith deposit of the successful bidder shall be retained
by the City Treasurer until the closing of the note issue and
deposits of the unsuccessful bidders shall be promptly returned.
Section 2. The Notes. The Mayor and City Clerk shall make,
execute and deliver the Notes to said purchaser, for and on
behalf of the City, The Notes shall be negotiable, general
obligation promissory notes of the City, registered as to both
principal and interest, in the denomination of Five Thousand
Dollars ($5,000) each, or whole multiples thereof, numbered from
R-1 upward and dated March 1, 1992. The Notes shall mature on
September 1 of each of the years and shall bear interest at the
rates per annum as follows:
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Year
1993
1994
1995
1996
1997
1998
1999
2000
- Amount
$ 425,000
1,725,000
1,200,000
200,000
300,000
600,000
450,000
425,000
Interest Rate
4.00%
4.10
4.50
4.90
5.10
5.30
5.50
5.60
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year, commencing September 1, 1992. Interest will be computed on
Said interest shall be payable on March 1 and September 1 of each
rounded pursuant to the rules of the Municipal Securities
the basis of a 360-day year of twelve 30-day months and will be
Rulemaking Board.
subject to call and prior payment at the option of the City in
Notes maturing in the years 1998 through 2000 shall be
whole or from time to time in part in inverse order of maturity
(but within any maturity by lot) on September 1, 1997 or any
interest payment date thereafter at the price of par plus accrued
interest to the date of redemption.
Section 3. Form of Notes. The Notes shall be in 0 substantially the form set forth on Exhibit A.
Section 4. Tax Provisions.
of paying the principal of and interest on each of said Notes as
[A) Direct, Annual Irrepealable Tax. For the purpose
the same respectively falls due, the full faith, credit and
taxing powers of the City are hereby irrevocably pledged and
there be and there hereby is levied on all of the taxable
property in the City a direct, annual irrepealable tax in an
amount and at the times sufficient for said purpose, such tax to
be for the following years and in the following minimum amounts:
For the year 1992
For the year 1993
For the year 1994
For the year 1995
For the year 1996
For the year 1997
For the year 1998
For the year 1999
$ 794,862.50
1,954,575.00
1,358,850.00
304,850.00
695,050.00
364,450.00
498,550.00
448,800.00
JB) Tax Collection. The City shall be and continue
without power to repeal such levy or obstruct the collection of
After the issuance of the Notes, said tax shall be, from year to
said tax until all such payments have been made or provided for.
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year, carried into the tax rolls of the City and collected as
other taxes are collected, provided that the amount of tax
carried into said tax rolls may be reduced in any year by the
amount of any surplus money in the Debt Service Account created
in Section 5(A) hereof.
[C) Additional Funds. If at any time there shall be on
hand insufficient funds from the aforesaid tax levy to meet
principal and/or interest payments on said Notes when due, the
requisite amounts shall be paid from other funds of the City then
available, which sums shall be replaced upon the collection of
the taxes herein levied.
appropriated from funds of the City on hand a sum sufficient to
AD) Appropriation. There be and there hereby is
be-deposited in the Debt Service Account to meet payments with
respect to debt service due on September 1, 1992, which sum may
be returned to the general fund upon collection of the taxes
herein levied for the year 1992.
Section 5. Debt Service Fund and Account.
is established in the treasury of the City, if one has not
already been created, a debt service fund, separate and distinct
with generally accepted accounting principles. Sinking funds
from every other fund, which shall be maintained in accordance
considered as separate and distinct accounts within the debt
service fund.
[A) Creation and Deposits. There be and there hereby
0 established for obligations previously issued by the City may be
Within the debt service fund, there be and there hereby is
established a separate and distinct account designated as the
Promissory Notes' dated March 1, 1992," (the "Debt Service
"Debt Service Account for $5,325,000 'General Obligation
Account") and such account shall be maintained until the
extinguished. The City Treasurer shall deposit in such Debt
indebtedness evidenced by the Notes is fully paid or otherwise
Service Account (i) all accrued interest received by the City at
the time of delivery of and payment for the Notes; (ii) the taxes
herein levied for the specific purpose of meeting principal of
and interest on the Notes when due; (iii) such other sums as may
Notes when due; (iv) any premium which may be received by the
be necessary at any time to pay principal of and interest on the
City above the par value of the Notes and accrued interest
thereon; (v) surplus monies in the Borrowed Money Fund as
may be required by Sec. 67.11, Wis. Stats.
specified in Section 6 hereof; and (vi) such further deposits as
from the Debt Service Account and appropriated for any purpose
/B) Use and Investment. No money shall be withdrawn
other than the payment of principal-of and interest on the-Notes
canceled; provided (i) the funds to provide for each payment of
until all such principal and interest has been paid in full and
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0 principal of and interest on the Notes prior to the scheduled
receipt of taxes from the next succeeding tax collection may be
invested in direct obligations of the United States of America
maturing in time to make such payments when they are due or in
other investments permitted by law; and (ii) any funds over and
above the amount of such principal and interest payments on the
Notes may be used to reduce the next succeeding tax levy, or may,
at the option of the City, be invested by purchasing the Notes as
permitted by and subject to Section 67.11(2)(a), Wis. Stats., in
interest-bearing obligations of the United States of America, in
other obligations of the City or in other investments permitted
by law, which investments shall continue to be a part of the Debt
Service Account.
paid in full and canceled, and all permitted investments disposed
IC) Remaininq Monies. When all of the Notes have been
of, any money remaining in the Debt- Service Account shall be'
deposited in the general fund of the City, unless the Common
Council directs otherwise.
the City upon the delivery of the Notes to the purchaser thereof,
Section 6. Proceeds of the Notes. All monies received by
deposited by the City Treasurer into a special fund (the
except ior-accrued interest and premium, if any; shall be
"Borrowed Money Fund") which shall be maintained separate and
distinct from all other funds of the City and shall be used for
no purpose other than the purposes for which the Notes are
mvested as provided in Section 66.04(2), Wis. Stats. Any
monies, including any income from permitted investments,
remaining in the Borrowed Money Fund after the purposes for which
the Notes have been issued have been accomplished, and, at any
time, any monies as are not needed and which obviously thereafter
cannot be needed for such purposes shall be deposited in the Debt
Service Account.
issued. Monies in the Borrowed Money Fund may be temporarily
Section 7. No Arbitrage. All investments permitted by this
resolution shall be legal investments, but no such investment
shall be made in such a manner as would cause the Notes to be
Internal Revenue Code of 1986, as amended (the "Code"), or the
"arbitrage bonds" within the meaning of Section 148 of the
Regulations of the Commissioner of Internal Revenue thereunder
(the "Regulations"); and an officer of the City, charged with the
responsibility for issuing the Notes, shall certify as to facts,
estimates, circumstances and reasonable expectations in existence
on the date of closing which will permit the conclusion that the
Notes are not "arbitrage bonds," within the meaning of the Code
or Regulations.
The Citv Clerk shall keep books for the reqistration and for the
Section 8. Persons Treated as Owners; Transfer of Notes.
transfe; of the Notes. ?he person in whose name any Note shall
be registered shall be deemed and regarded as the absolute owner 0 thereof for all purposes and payment of either principal or
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interest on any Note shall be made only to the registered owner
thereof. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Note to the extent
of the sum or sums so paid.
by surrender of the Note at the office of the City Clerk, duly
endorsed for the transfer or accompanied by an assignment duly
executed by the registered owner or his attorney duly authorized
in writing. Upon such transfer, the Mayor and City Clerk shall
execute and deliver in the name of the transferee or transferees
a new Note or Notes of a like aggregate principal amount, series
and maturity, and the City Clerk shall record the name of each
transferee in the registration book. No registration shall be
made to bearer. The City Clerk shall cancel any Note surrendered
for transfer.
Any Note may be transferred by the registered owner thereof
The City shall cooperate in any such transfer, and the Mayor
and City Clerk are authorized to execute any new Note or Notes
necessary to effect any such transfer.
interest payment date shall be the record dates for the Notes.
Payment of interest on the Notes on any interest payment date
appear on the registration book of the City at the close of
shall be made to the registered owners of the Notes as they
business on the corresponding record date.
The fifteenth day of each calendar month next preceding each
Section 9. Compliance with Federal Tax Laws; Declaration of
Intent Regarding Reimbursement. (a) The City represents and
Refunded Obligations defined in Section 12 and their ownership,
covenants that the projects financed by the Notes and the
management and use will not cause the Notes or the Refunded
Obligations to be "private activity bonds" within the meaning of
Section 141 of the Code, and that the City shall comply with the
provisions of the Code to the extent necessary to maintain the
tax-exempt status of the interest on the Notes including, if
Code. The City Clerk or other officer of the City charged with
applicable, the rebate requirements of Section 148(f) of the
appropriate certificate of the City certifying that the City can
the responsibility of issuing the Notes shall provide an
and covenanting that it will comply with the provisions of the
Code and Regulations.
(b) The City also covenants to use its best efforts to meet
the requirements and restrictions of any different or additional
provided that in meeting such requirements the City will do so
federal legislation which may be made applicable to the Notes
only to the extent consistent with the proceedings authorizing
the Notes and the laws of Wisconsin and to the extent that there
is a reasonable period of time in which to comply.
(c) Pursuant to 26 CFR Section 1.103-18, the City declares
its expectation to reimburse itself from the proceeds of the
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Notes for any expenditures relating to the projects described in
the preamble to this resolution which it pays from other funds of
the City prior to receipt of the proceeds of the Notes.
Obligations. The Notes are hereby designated as "qualified tax-
Section 10. Designation as Qualified Tax-Exempt
exempt obligations" for purposes of Section 265 of -the Internal
Revenue Code of 1986, as amended, relating to the ability of
financial institutions to deduct from income for federal income
tax purposes, interest expense that is allocable to carrying and
acquiring tax-exempt obligations.
Section 11. Utilization of The Depository Trust Company
Book-Entry-Only System. In order to make the Notes eligible for
New York ("DTC"), the City agrees to the applicable provisions
the services provided by The Depository Trust Company, New York,
Exhibit B. The appropriate officers of the City are authorized
set forth in the Letter of Representations attached hereto as
and directed to execute such Letter of Representations, in
substantially the form attached hereto as Exhibit B, and deliver
it to DTC on behalf of the City.
Section 12. Redemption of Refunded Obligations. (a) The
City has outstanding an issue of General Obligation Promissory
Notes dated June 1, 1985 (the "1985 Notes"]. The 1985 Notes
maturing in the years 1994 and 1995 are cailed for prior payment
on June 1, 1992 at the price of 100% of par plus accrued interest
shall be given no later than April 30, 1992 by mailing a notice,
to the date of redemption. Notice of call of the 1985 Notes
in substantially the form set forth on Exhibit C-1 attached
hereto, by registered or certified mail to the registered owner
of each 1985 Note to be redeemed.
Corporate Purpose Bonds, dated November 19, 1987 (the "1987
Bonds"). The 1987 Bonds maturing in the years 1992 through 1997
are called for prior payment on June 1, 1992 at the price of 100%
of par plus accrued interest to the date of redemption. Notice
April 30, 1992 by mailing a notice, in substantially the form set
of the call of the 1987 Bonds shall be given no later than
the registered owner of each 1987 Bond to be redeemed.
forth on Exhibit C-2 hereto, by registered or certified mail to
(Collectively, the 1985 Notes and 1987 Bonds shall be referred to
as the "Refunded Obligations. " )
(b) The City has outstanding an issue of General Obligation
At least 45 days prior to June 1, 1992, the City Clerk shall
direct the fiscal agent for the Refunded Obligations, First Bank
(N.A.), to give notice of the call of the Refunded Obligations in
accordance with the Fiscal Agency Agreements for the Refunded
Obligations.
In addition to the official notices of redemption provided
for in the paragraphs above, further notice of the redemption of m the Refunded Obligations shall be given on behalf of the City to
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all registered securities depositories in the business of holding
substantial amounts of obligations of types such as the Refunded
Obligations (such depositories being Depository Trust Company of
New York, New York, Midwest Securities Trust Company of Chicago,
Philadelphia, Pennsylvania) and to one or more national
Illinois and Philadelphia Depository Trust Company of
obligations such as the Refunded Obligations. Each further
information services that disseminate notices of redemption of
notice of redemption given hereunder shall be sent at least 35
days before the redemption date by registered or certified mail
or overnight delivery service and shall contain the information
set forth in the official notices of redemption provided on
Exhibits C-1 and C-2.
authorizes the purchaser to forward the amount of Note Proceeds
Section 13. Payment of Issuance Expenses. The City
allocable to the payment of issuance expenses to Resource Bank &
Trust Company, Minneapolis, Minnesota on the closing date for
further distribution as directed by the City's financial advisor,
Ehlers and Associates, Inc.
approves the Official Statement with respect to the Notes
including addenda submitted at this meeting and deems the
Official Statement and addenda as 'final' for purposes of SEC
Rule 15c2-12. All actions taken by officers of the City in
connection with the preparation of such Official Statement and
addenda are hereby ratified and approved. In connection with the
certify the Official Statement and addenda. The City Clerk shall
cause copies of the Official Statement and addenda to be
distributed to the purchaser of the Notes.
Section 14. Official Statement. The Common Council hereby
0 closing for the Notes, the appropriate City official shall
a separate record book and shall record a full and correct
Section 15. Records. The City Clerk shall provide and keep
~ ~~~ ~ ~ ~
statement of every step or proceeding had or taken in the course
of authorizing and issuing these Notes.
Section 16. Closing. The Mayor and City Clerk of the City
are hereby authorized and directed to execute and deliver the
Notes to the purchaser thereof upon receipt of the borrowed
funds, accrued interest to date of delivery and premium, if any.
The Mayor and City Clerk may execute the Notes by manual or
facsimile signature, but at least one of said officers shall sign
the Notes manually.
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The officers of the City are hereby directed and authorized
to take all steps necessary or convenient to close this issue as
soon as practicable hereafter, in accordance with the terms of
directed to execute and deliver such documents, certificates and
sale thereof; and said officers are hereby authorized and
acknowledgments as may be necessary or convenient in accordance
therewith.
Adopted, approved and recorded February 25, 1992.
Attest:
City Clerk
Aldermen moved that Resolution No. be
adopted. Motion seconded by Aldermen
the following vote:
and carried by
Ayes:
Nos :
The Mayor declared the resolution adopted and approved and
the Mayor and City Clerk signed same in the appropriate manner in
open meeting.
(Here occurred business not pertinent to the note issue.)
There being no further business to come before the meeting,
the meeting adjourned.
City Clerk
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EXHIBIT A
UNITED STATES OF AMERICA
COUNTY OF WAUKESHA
STATE OF WISCONSIN
CITY OF MUSKEGO
GENERAL OBLIGATION PROMISSORY NOTE
Number Rate Maturity Date Oriqinal Issue Amount CUSIP
Date of
R- % March 1, 1992 $
FOR VALUE RECEIVED, the City of Muskego, Waukesha County, - ~ Wisconsin, promises to pay to , or registered
assigns, the principal amount of
DOLLARS ($ ) on the maturity date specified above, ______
recent payment date to which interest has been paid, unless the
together with interest thereon from March 1, 1992 or the most
date of registration of this Note is after the 15th day of the
calendar month immediately preceding an interest payment date, in
which case interest will be paid from such interest payment date,
at the rate per annum specified above, such interest being
payable on March 1 and September 1 of each year, with the first
interest on this issue being payable on September 1, 1992.
Notes of this issue maturing in the years 1998 through 2000
City in whole or from time to time in part in inverse order of
shall be subject to call and prior payment at the option of the
maturity (but within any maturity by lot) on September 1, 1997 or
any interest payment date thereafter at the price of par plus
accrued interest to the date of redemption. Notice of such call
shall be given by mailing a notice thereof by registered or
certified mail at least thirty (30) days prior to the date fixed
for redemption to the registered owner of each Note to be
redeemed at the address shown on the registration books.
payable to the registered owner in lawful money of the United
States of America, and for the prompt payment of this Note with
taxes sufficient for that purpose, the full faith, credit and
interest thereon as aforesaid, and the levying and collection of
resources of the City of Muskego, Wisconsin, are hereby
irrevocably pledged. The principal of this Note shall be payable
only upon presentation and surrender of this Note at the office
of the City Treasurer. Interest hereon shall be payable by check
mailed from the office of the City Treasurer to the person in
or draft dated as of the applicable interest payment date and
whose name this Note is registered at the close of business on
the fifteenth day of the calendar month next preceding each
interest payment date.
Both principal hereof and interest hereon are hereby made
.
This Note is transferable only upon the books of the City
registered owner in person or his duly authorized attorney, upon
kept for that purpose at the office of the City Clerk, by the
surrender of this Note together with a written instrument of
Clerk duly executed by the registered owner or his duly
transfer (which may be endorsed hereon) satisfactory to the City
authorized attorney. Thereupon a new Note or Notes of the same
aggregate principal amount, series and maturity shall be issued
to the transferee in exchange therefor. The City may deem and
treat the person in whose name this Note is registered as the
absolute owner hereof for the purpose of receiving payment of or
on account of the principal or interest hereof and for all other
purposes. The Notes are issuable solely as negotiable, fully-
registered Notes without coupons in authorized denominations of
$5,000 or any whole multiple thereof.
This Note is issued pursuant to the provisions of Section
paying part of the costs of the improvement and expansion of the 67.12(12), Wisconsin Statutes, for public purposes, including
City's water system, and the acquisition of land for and
construction and equipping of a fire engine house, and refunding
obligations of the City, including interest on them, and is
authorized by a resolution of the Common Council of the City,
duly adopted by said Common Council at its meeting duly convened
on February 25, 1992, which resolution is recorded in the
official book of its minutes for said date and is referred to as
Resolution No. in said minutes.
tax-exempt obligation" for purposes of Section 265 of the
Internal Revenue Code of 1986, as amended.
This Note has been designated by the City as a "qualified
things and acts required by law to exist or to be done prior to
It is hereby certified and recited that all conditions,
and in connection with the issuance of this Note have been done,
have existed and have been performed in due form and time; that
the aggregate indebtedness of the City, including this Note and
others authorized simultaneously herewith, does not exceed any
Wisconsin; and that the City has levied a direct, annual
limitation imposed by law or the Constitution of the State of
irrepealable tax sufficient to pay this Note, together with
interest thereon when and as payable.
No delay or omission on the part of the owner hereof to
exercise any right hereunder shall impair such right or be
considered as a waiver thereof or as a waiver of or acquiescence
in any default hereunder.
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IN WITNESS WHEREOF, the Common Council of the City of
Muskego, Waukesha County, Wisconsin, has caused this Note to be
signed on behalf of said City by its duly qualified and acting
Mayor and City Clerk, and its corporate seal to be impressed
hereon, all as of the date of original issue specified above.
CITY OF MUSKEGO,
WAUKESHA COUNTY, WISCONSIN
BY City Clerk BY Mayor
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0
(Form of Assignment)
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
-
(Please print or typewrite name and address, including zip code,
of Assignee)
Please insert Social Security or other
identifying number of Assignee
the within Note, and all rights thereunder, hereby irrevocably
constituting and appointing
Attorney to transfer said Note on the books kept for the
registration thereof with full power of substitution in the
premises.
Dated:
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
particular, without alteration
face of the within Note in every
or enlargement or any change
whatever.
Signature(s) guaranteed by:
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EXHIBIT B
Letter of Representations
WA
[~.mw~#l.4geul~
2-25-92
.Attention: General Comsel's Office
The Depository Trust Company
i.5 iVi1tt.r Street: 49th Floor
Sew Ynrk. SY 10041-00!4!3
u.irr
R,.: $5,325,000 General Obligation Promissory Notes,
dated March 1, 1992
This letter sets forth our understanding with respect to certain matters relatins to the
.~l)~)~.e-r~~~rr~~~~l isslle (the "Bonds").) .. -. w
mv The Bonds will be issued punuirnt to ;I-
I~ond resolution, or other such document authorizing the issuance of the Bonds diltrtl
is tlistnbutinq the Bonds through The DepositonTrurt Company ("DTCL
To induce DTC to mept the Bonds a eligble for deposit at DTC. ;md to act in ncmrtlmcr
with its Rules with respect to the Bonds. Issuer- :c make the following
representations to DTC:
e
a
CITY OF MUSKEG0
l.,lW,l
SCHEDULE A
Pnnclpal Amount
$ 425,000
1,725,000
1,200,000
200,000
600,000
300,000
450,000
425,000
9/1/93
9/1/94
9/1/95
9/1/96
9/1/97
9/1/98
9/1/99
9/1/00
Interesf Pxe
4.00%
4.10
4.50
4.90
5.10
5.30
5.50
5.60
SCHEDULE B
0 SAMPLE OFFICIAL STATEMENT LANGUAGE
(Prepared by DTG-bracketed materlal may be applicable only to certain Issues)
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
1 The Deposltoly Trust Company I"DTC"). New York. NY. will act as secunties depOsitory for the SecuritleS ithe
"Securities"). The Securities w~ll be isshed as fully-reglstered securities registered in the name Of Cede 8 co. ,GTC.~
partnership nominee). One fully-registered Security cenlficate wit be issued for [each issue of] the Secuntles, [each] In
the aggregate Principal amount of such Issue. and will be deposited wlth DTC. [If. however. the aggregate prlnCloal
amount of [any] Issue exceeds $150 mlllion. one cenificate w~ll be issued wlth respect to each $150 million of prlncIpal
amOunt and an additional cenlficate will be issued wlth respect to any remaining principal amount of such lssiie,]
2. DTC is a limited-purpose t~st company organized under the New Yoh Banking Law, a "banking organlzatlcn"
within the meaning of the New Yoh Bankjng Law. a member of the Federal Reserve System. a "clearing ~o~po~~;~~~"
within the meaning of the Nw York Uniform Commercial Code, and a "clearing agency" registered pursuant 10
provislons Of Section 17A of the Securities Exchange Act of 1934. DTC holds SecUrjtieS that 11s participants
rparticipants") deposit with DTC. DTC also facllitates the Setllement among Participants of sexrittes transcrlons,
such as transfers and pledges, ~n deposited securltles through electronic computerized book-entry changes ,n
Participants' aCCOuntS. thereby eliminating the need for physlcal movement of securities certificates. Direct
Part~ClPantS Include Secunties brokers and dealers. banks. t~St companles. cleasing corpcratlons, and cenaln Other
OrganlZatOnS. DTC is owned by a number of its Direct Participants and by the New York Stwk Exchange. Inc., the
American Stock Exchange. Inc.. and the Natlonal Asmiatlon of Secuntles Dealers. Inc. Access to the DTC system 1s
alSo available to Others such as secuntles brokers and dealers. banks, and trust companies that clear thrcugh or
maintain a custodial rdatlcnship with a Direct Participant. ether directty or mdirmty ('Indirect Participants"). The Rules
applicable to DTC and its Particlpants are on file wlth the Secunties and Exchange Commission. 0 3. Purchases of Secunties under the DTC system must be made by or through Direct Participants. whtch
recewe a credlt for the Secunt~es on DTC's records. The ownership interest of each actual purchaser of each Securiri
Weneficlal Own&') is in turn lo be recorded on the Direct and Indirect Participants' records. Beneficial Cwners w~ll
not recelve wntten confirmation horn DTC of their purchase. but Beneficd Owners are expected to receive 'wrirten
confirmations providing detaik of the transaction. as w6il as penodic Statements of their holdings. from the Direct or
lndlrect Participant through whch the Benebal Owner entered into the tmsaction. Transfers of ownership Interests
In the Securities are to be accomplished by entries made on the books of Participants acting on behalf of Beneficla]
Owners. Beneficial Owners .&ill not receive cmificates representing their ownership interests n Securities. except in
the event that use of the hk-entTy system for the Securities is discontinued.
4. To facllitate subsequent transfers, all Securities deposted by Participants with DTC are registered in the name of
DTC's pmnership nomlnw. Cede 8 Co. The depxit of Secunties wrth DTC and their registration in the name of C?de
8 Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of rt.a
Securities: DTC's records reflect onb the identty of the D!rect Participants to who= accounts such Securltles arp
credited, which may or may not be the Beneficla1 Owners. The Particlpants will remam responsible for keeplng
account of Their holdings on behalf of thew customers.
5. Conveyante of notices and other communlcations by DTC to Direct Partripants. by Direct Paniclpants :3
Indirect Parttlpants. and by Direct Panicipants and Indirect Participants to Beneficial Owners w~ll be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect horn tlme to me.
[6. Redemption notices shall be sent to Cede 8 Co. If less than dl of the Secunties wlthln an Issue are tWg
redeemed. DTC's practlce is to determine by lo1 the amount of the Interest of each Dlrect PantClpant in such ISSLe iJ
be redeemed.] m 7 Neither DTC nor Cede 8 Co. w~ll consent or vote ,wth respect to Secuntles. Under Its usual vocedures 3-.3
mails an Omnlbus Proxy to the Issuer as swn as posskle atfer the record date. The Omnibus Proxy asslsns CXP i
Co.'s consenting or voting rights to those Direct Panlclpants to whose accounts the Securltles are credted cr "2
record dale [idenltfied in a listlng attached to the Omnibus Proxy).
8. Principal and Interest payments on the Securities WIII be made to DTC. DTCk practlce is to Credit Direct
Panlclpants' accounts on payable date In accordance 'fiith their respective holdings shown on DTC's records unless
DTC has reason to belteve that It VIIII not recelve Payment on Payable date. Payments by Panlclpants !o 8enefic;ai
G*,,/ners .,v,Il be gcverned by standlng lnStrUCtlOnS and CuStOmaV praCtlCeS. as 6 the case ,wth securltles held for ::e
xc%nts of customers in bearer form or regstered In "street name." and 'mill be the responslbllity of such Panlclparr
and ntt SI 3TC -cr the Issuer. subject to any statutory or rqulatory wuirements as may be In effect frcm
!IPS to tlme Payment of principal and Interest to DTC IS the responslbility of the Issuerew!. disbwsemert of
such palmepts :o Girect Panlclpants shall be ;he resconslbilq of DTC. and disbursement of such payments :o ire
Beneficial Owners skall be the respcnslbllity of Direct and Indirect Paniclpants.
19 A Eeneflclal Owner shall glve notice to elect to have Its Securities purchased or tendered. tP.rcugh Its
Paniclpant, to tke VenderiRernarketlng] Agent. and shall effect dellvery of such Securlties by causmg [he D1re-r
Panlapant to transfer the Participant's interest in the Secuntles. on DTC's records. to the Vender/Remarketin$l Agenr
The requlrement for physlcal dellvery of Securltles in connection with a demand for purchase or a mandator;
purchase will be deemed satisfied when the ownershlp rlghts in the Setunties are transfened by Dlrect PartlClpantS cn
DTC's records.]
10. DTC may discontlnue providing its sewices as secunties depository with respect to the Securltles at any lime
by giving reasonable notlce to the Issuer-. Under such circumstances. in the event that a successor
secunties deposltoty is not obtained Security cenlficates are required to be pnnted and delivered.
11 The Issuer may detide to discontlnue use of the system of bmk-entty transfers through DTC (or a successor
securities dBpositoty). In that event. Secunty cmlficates will be printed and dekrvered.
12. The mformation in this 58c11on concernlng DTC and DTCk bwk-entry system has been obtained horn sources
that the Issuer Mieves to be rehable. but the Issuer takes no responsibility for the accuracy thereof.
- I1 -
EXHIBIT C-1
of Registered Owner)
(Name and Address
RE: City of Muskego, Wisconsin
General Obligation Promissory Notes
Date of Original Issue - June 1, 1985
Notice is hereby given that the Notes of the above-described
issue which mature on June 1 in each of the years and bear
payment on June 1, 1992.
interest and CUSIP Numbers as follows, have been called for prior
Year Rate CUSIP
1994 8.10%
1995
627636EQ2
8.30 627636ERO
Center of the Fiscal Agent as follows:
The Notes should be presented for payment at the Servicing
Regular Mail Overniqht Mail
First Trust N.A. First Trust (N.A.) Corporate Trust Dept. Corporate Trust Dept.
P.O. Box 64111 First Trust Center, 3rd Floor
St. Paul MN 55164-0111 180 East 5th Street
St. Paul MN 55101
Bondholder Inquiries: (612) 223-7900
paid the principal amount of such Notes and accrued interest to
Upon presentation and surrender of said Notes, you will be
the date of redemption. Owners of called Notes should also
provide a fully-executed W-9 Taxpayer Identification Number
Certificate.
Such Notes will cease to bear interest on June 1, 1992.
Very truly yours,
FIRST BANK (N.A.)
Fiscal Agent
EXHIBIT C-2
of Registered Owner)
(Name and Address
RE: City of Muskego, Wisconsin
General Obligation Corporate Purpose Bonds
Date of Original Issue - November 19, 1987
Notice is hereby given that the Bonds of the above-described
issue which mature on December 1 in each of the years and bear
payment on June 1, 1992.
interest and CUSIP Numbers as follows, have been called for prior
Year Rate CUSIP
1992
1993
1994
6.40% 627636FR9
6.50 627636FS7
6.70 627636FT5
1995 6.80 627636FU2
1996 6.90 627636FV0
1997 7.00 627636FW8
Center of the Fiscal Agent as follows:
The Bonds should be presented for payment at the Servicing
Reqular Mail Overniqht Mail
First Trust N.A. First Trust (N.A.) Corporate Trust Dept. Corporate Trust Dept.
P.O. Box 64111 First Trust Center, 3rd Floor
St. Paul MN 55164-0111 180 East 5th Street
St. Paul MN 55101
Bondholder Inquiries: (612) 223-7900
paid the principal amount of such Bonds and accrued interest to
Upon presentation and surrender of said Bonds, you will be
the date of redemption. Owners of called Bonds should also
provide a fully-executed W-9 Taxpayer Identification Number
Certificate.
Such Bonds will cease to bear interest on June 1, 1992.
Very truly yours,
FIRST BANK (N.A.)
Fiscal Agent