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BOOK-ENTRY ONLY SYSTEM

In document KEYBANC CAPITAL MARKETS, INC. (Page 161-168)

Respectfully submitted,

BOOK-ENTRY ONLY SYSTEM

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The Depository Trust Company (“DTC”). New York, New York, will act as securities depository for the Series 2014B WPCLF Refunding Bonds. The Series 2014B WPCLF Refunding Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered bond certificate for each maturity of the Series 2014B WPCLF Refunding Bonds, in the aggregate principal amount of such maturity, will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for over 2.2 million issues of the U.S. and non-U.S.

equity issues, corporate and municipal debt issues and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposit securities through electronic, computerized book-entry transfers and pledges between Direct Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly owned subsidiary of the Depository Trust & Clearing Corporation (“DTCC”). DTCC is owned by a number of Direct Participants of DTC and Members of the Fixed Income Clearing Corporation and Emerging Markets Clearing Corporation (NSCC, FICC, and EMCC, also subsidiaries of DTCC) and by The New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others, such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtc.org or www.dtcc.com.

Purchases of the Series 2014B WPCLF Refunding Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2014B WPCLF Refunding Bonds on DTC’s records. The ownership interest of each actual purchaser of each of the Series 2014B WPCLF Refunding Bonds (the

“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchases, but Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners entered into the transaction. Transfers of ownership interests in the Series 2014B WPCLF Refunding Bonds 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 Series 2014B WPCLF Refunding Bonds, except in the event that use of the Book-Entry Only System for the Series 2014B WPCLF Refunding Bonds is discontinued.

To facilitate subsequent transfers, all Series 2014B WPCLF Refunding Bonds deposited by Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by DTC. The deposit of the Series 2014B WPCLF Refunding Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2014B WPCLF Refunding Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2014B WPCLF Refunding Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, 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 effect from time to time.

Beneficial Owners of the Series 2014B WPCLF Refunding Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Series 2014B WPCLF Refunding Bonds, such as redemptions, tenders, defaults, and proposed amendments to security documents. For example, Beneficial Owners of the Series 2014B WPCLF Refunding Bonds may wish to ascertain that the nominee holding the Series

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2014B WPCLF Refunding Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners, in the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them.

Redemption notices will be sent to DTC. If less than all of the Series 2014B WPCLF Refunding Bonds are being redeemed, DTC’s practice is to determine by lot the amount of interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Series 2014B WPCLF Refunding Bonds unless authorized by a Direct Participant in accordance with DTC’s Procedures.

Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date.

The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 2014B WPCLF Refunding Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on the Series 2014B WPCLF Refunding Bonds will be made to Cede &

Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from the Authority on the payable date in accordance with their respective holdings shown on DTC’s records. 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 of customers in bearer form or registered in “street name, and will be the responsibility of such Participant and not of DTC or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as Securities Depository with respect to the Series 2014B WPCLF Refunding Bonds, at any time by giving reasonable notice to the Authority or the Trustee. Also, the Authority may determine that continuation of a securities depository/book-entry relationship is not in the best interests of the Holders of the Series 2014B WPCLF Refunding Bonds. Under such circumstances, in the event that a successor Securities Depository is not obtained, bond certificates are required to be and will be printed and delivered. See “Revision of Book-Entry System; Replacement Series 2014B WPCLF Refunding Bonds” below.

Disclaimer by State, Authority, Director, Trustee, Financial Advisor and Underwriters

Neither the State, the Authority, the Director nor the Trustee has any responsibility or liability for any aspect of the records relating to, or payments made on account of book-entry interest ownership, or for maintaining, supervising or reviewing any records relating to that ownership.

The State, the Authority, the Director, the Trustee, the Authority’s Financial Advisor and the Underwriters cannot and do not give any assurances that DTC, DTC Participants or others will distribute to the Beneficial Owners (i) payments of Bond Service Charges on the Series 2014B WPCLF Refunding Bonds paid or (ii) notices sent to DTC as the Holder or that they will do so on a timely basis, or that DTC or DTC Participants will serve and act in the manner described in this Official Statement. The Authority has been advised by DTC that the current “Rules”

applicable to DTC and its Participants are on file with the Securities and Exchange Commission and that the current

“Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.

Revision of Book-Entry Only Transfer System; Replacement of Series 2014B WPCLF Refunding Bonds The Trust Agreement authorizing the issuance of the Series 2014B WPCLF Refunding Bonds will provide for issuance of fully registered replacement Series 2014B WPCLF Refunding Bonds (“Replacement Bonds”) directly to persons other than DTC or its nominee only in the event that DTC (or a successor Depository) determines not to continue to act as securities depository for the Series 2014B WPCLF Refunding Bonds or the Authority

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determines that continuation of the book-entry only system with DTC is not in the best interests of the Authority or the best interests of the Beneficial Owners.

Upon a discontinuance of the book-entry only system with DTC, the Authority may in its discretion attempt to have established a securities depository/book-entry only relationship with another qualified securities depository.

If the Authority is unable to do so, or desires not to do so, and after the Trustee has made provisions for notification of the Beneficial Owners of the Series 2014B WPCLF Refunding Bonds by appropriate notice to DTC, the Authority and the Trustee shall authenticate and deliver Replacement Bonds, in the denomination of $5,000 or any integral multiple of $5,000 to or at the direction of, and, if the event is not the result of Authority action or inaction.

Principal of, premium, if any, and interest on Replacement Bonds will be payable when due without deduction for the services of the Paying Agent. Principal of any Replacement Bonds will be payable to the registered owner thereof upon presentation and surrender thereof at the principal corporate trust office of the Trustee. Interest thereon will be payable by the Trustee by check, draft or wire transfer, mailed to the registered owner of record on the registration books maintained by the Trustee (the “Register”) as of the 15th day of the calendar month preceding the Interest Payment Date.

Replacement Bonds will be exchangeable for Replacement Bonds of authorized denominations, and transferable, at the designated office of the Registrar, without charge (except taxes or other governmental fees).

Exchange or transfer of then redeemable Replacement Bonds is not required to be made (i) between the 15th day preceding the mailing of notice of Replacement Bonds to be redeemed and the date of that mailing, (ii) during the period from the day following the Regular Record Date through the day preceding the ensuing Interest Payment Date, or (iii) of a particular Replacement Bond selected for redemption (in whole or in part) until redemption.

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In document KEYBANC CAPITAL MARKETS, INC. (Page 161-168)

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