Municipal Department — July 2004
Complying with Municipal Securities
Continuing Disclosure
The following information is provided as a reminder to review your ongoing disclosure covenants
in bond resolutions, ordinances, indentures, or continuing disclosure agreements.
Municipalities that have issued bonds or notes since
July 3, 1995 may be subject to Rule 15c2-12 of the
U.S. Securities and Exchange Commission (the “Rule”).
The Rule provides that, where applicable, municipalities
must submit annual financial information to certain
securities information repositories and provide notice
of certain events material to their bonds or notes.
Municipalities should regularly review their continuing
disclosure responsibilities under the Rule, which are
usually set forth in bond resolutions, ordinances,
indentures, or continuing disclosure agreements.
The following are general guidelines regarding the Rule.
ISSUES THAT ARE TYPICALLY EXEMPT FROM THE RULE:
• Bond or note issues of $1 million or less.
• Most bonds or notes issued in denominations greater
than $100,000.
ISSUES THAT MUST COMPLY WITH ONLY CERTAIN PORTIONS
OF THE RULE:
• Issues maturing within 18 months are subject only
to the eleven material events notice requirements
discussed in Section 2 below.
• Municipalities with not more than $10 million in
outstanding securities are subject to the material
events notice requirements, but need to provide
financial information and operating data only upon
request.
FOR ISSUES SUBJECT TO THE RULE, MUNICIPALITIES MUST:
1. Annually update selected financial information and
operating data and file this information within the time
specified in the written undertaking. Audited financial
statements must be filed when received if they are not
available and filed within the specified time. If the
issuer has completed a new official statement, simply
filing the official statement may suffice.
2. Provide timely notice of the following events, if
material to the bonds or notes:
• Principal and interest payment delinquencies
• Nonpayment related defaults
• Unscheduled draws on debt service reserves
reflecting financial difficulties
• Unscheduled draws on credit enhancements
reflecting financial difficulties
• Substitution of credit or liquidity providers or
their failure to perform
• Adverse tax opinions or events affecting the
tax-exempt status of the security
• Modifications to the rights of security holders
• Bond calls
• Defeasances
• Release, substitution or sale of property securing
repayment of the securities
• Rating changes
3. Provide notice of failure to provide annual information
within the time specified in the written undertaking.
For further information about continuing disclosure
responsibilities under U.S. Securities and Exchange
Commission Rule 15c2-12, please consult any of the
attorneys in our municipal finance practice:
Seattle Office (206) 623-7580
Stacey Crawshaw-Lewis
Deanna L. Gregory
Andrew R. Kintzinger
Tina Kyle Livingston
Nancy M. Neraas
Faith Li Pettis
Jay A. Reich
David O. Thompson
Cynthia M. Weed
Spokane Office (509) 624-2100
Michael C. Ormsby
Portland Office (503) 228-3200
Carol J. McCoog
Ann L. Sherman
Edward A. (Mac) McCullough Gulgun Ugur
Harvey W. Rogers
Municipal Practice Group
Complying with Municipal Securities Continuing Disclosure (cont.)
WHERE TO SEND THE INFORMATION:
Annual financial information and
operating data must be sent to
each current Nationally Recognized
Municipal Securities Information
Repository (NRMSIR).
Notices of material events and notices
of failure to provide information must
be sent to each NRMSIR or to the
Municipal Securities Rulemaking
Board (MSRB). Submitters are
encouraged to use the Municipal
Secondary Market Disclosure
Information Cover Sheet available
online at www.bondmarkets.com/
regulatory/generic_cover_sheet_and_
instructions.pdf. Preston Gates & Ellis
LLP can also provide this cover sheet
upon request.
925 Fourth Avenue
Suite 2900
Seattle, WA 98104-1158
Tel: (206) 623-7580
Fax: (206) 623-7022
www.prestongates.com
THE U.S. SECURITIES AND
EXCHANGE COMMISSION’S WEB SITE (www.sec.
gov/info/municipal/nrmsir.htm)
LISTS THE FOLLOWING CURRENT NRMSIRS:
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
Internet: www.bloomberg.com/
markets/rates/municontacts.html
E-mail: Munis@Bloomberg.com
DPC Data Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
Internet: www.dpcdata.com
E-mail: nrmsir@dpcdata.com
FT Interactive Data
Attn: NRMSIR
100 William Street, 15th Floor
New York, NY 10038
Phone: (212) 771-6999
Fax: (212) 771-7390 (Secondary
Market Information)
(212) 771-7391 (Primary Market
Information)
Internet: www.ftid.com
E-mail: NRMSIR@FTID.com
MSRB (Material Events Notices Only):
Municipal Securities Rulemaking Board
CDINet
1900 Duke St., Suite 600
Alexandria, VA 22314
Phone: (703) 797-6600
Fax: (703) 683-1930
Internet: www1.msrb.org/msrb1
SUGGESTED DISCLAIMER WHEN FILING:
The following notice is being
provided by [name of municipality]
in connection with our undertaking
entered into in accordance with
Rule 15c2-12 promulgated by
the U.S. Securities and Exchange
Commission. The information
provided in this notice speaks only
as of its date and is subject to
change without notice. The delivery
of this notice may not, under any
circumstances, create an implication
that there has been no other change
to the information provided in the
final official statement. We have
not agreed to notify the secondary
market of subsequent changes to the
information in this notice.
Standard & Poor’s
Securities Evaluations, Inc.
55 Water Street
45th Floor
New York, NY 10041
Phone: (212) 438-4595
Fax: (212) 438-3975
Internet: www.jjkenny.com/jjkenny/
pser_descrip_data_rep.html
E-mail: nrmsir_repository@sandp.com
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