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NEW ISSUE -BOOK-ENTRY-ONLY -~
<br />RATINGS:
<br />Standard & Poor's:
<br />See "RATINGS" herein
<br />In tha opinion of llaker~'nie]s, South Bend, Indian's, bond counsel, under existing laws, regulations, published rulings, and judicial decisions, interest on the Bands is excludable from gross income under
<br />'on 103 of the Internal Revenue Code of 1986, as amended and in effect on fha date of delivery of the Bonds (the "Code"), for federal income tax purposes. Such exclusion is conditioned on the oontinuiog
<br />pliance with ceAain tax covenants made by the South Bend Redevelopmwt Authority and descn'bed further herein. In the opinion of Baker 8c IYsniels, under existing law, regulations, published rulings,
<br />'udicial decisions, interest oa the Banda is exempt from taxition in the Slats of Indiana for all purposes except the Indiam fmaacial institutions tax and the Indiana inheritance tax. See "TAX MATTERS'
<br />in. The Bonds will not be designated as qualified tax-exempt obligations according to the provisions of Section 265(6)(3) of the Code.
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<br />$17,950,000
<br />South Bend Redevelopment Authority
<br />Variable Rate Demand Lease Rental Revenue Bonds of 1994
<br />(College Football Hall of Fame Project)
<br />Dated Date: Date of Issuance Due: February 1, 2019
<br />Price: 100°h
<br />The South Bend Redevelopment Authority Variable Rate Demand Lease Rental Revenue Bonds of 1994 (College Football Hall of Fame Project) (the
<br />"Bonds") to be issued by the South Bend Redevelopment Authority (the "Authority") will be issued under a Tntst Indenture, dated as of June 1, 1994 (the "Indenture"),
<br />between the Authority and Norwest Bank Indiana, N.A., as trustee (the "Trustee"), and pursuant to Indiana Code 36-7-14.5, as amended. The Bonds are issuable
<br />only as fully registered bonds in denominations of $100,000 or any integral multiple thereof (except for one Bond issuable in any amount greater than $100,000) for
<br />the Bonds bearing interest at a Weekly or Adjustable Long Rate, and in denominations of $$,000 or any integral multiple thereof for Bonds bearing interest at a Fixed
<br />Rate. When issued, the Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC").
<br />Purchases of beneficial interests in the Bonds will be made in book-entry-only form. Purchasers of beneficial interests in the Bonds (the "Beneficial Owners") will
<br />not receive physical delivery of certificates representing their interests in the Bonds. Interest together with the principal of and redemption premium, if any, on the
<br />Bonds and the purchase price of Tendered Bonds wilt be paid directly to DTC, so long as the Bonds are held in book-entry-only form. Payment of the final
<br />disbursements of interest on the Bonds, together with. the principal of and redemption premium, if any, on the Bonds to the Beneficial Owners will be the responsibility
<br />of DTC, the DTC Participants and the Indirect Participants, all as defined and more fully described herein. See "BOOK ENTRY-ONLY SYSTEM."
<br />Interest on the Bonds is subject to a maximum rate of 12% per annum. Subject to the conditions set forth in the Indenture, each Bond may operate a[ any
<br />time in one of three Modes: a Weekly Mode, an Adjustable Long Mode, or a Fixed Mode. Bonds in any Mode may, from time to time, in accordance with the
<br />Indenture, be converted to one or more of the other Modes; however, Bonds in a Fixed Mode shall remain in such Mode. Generally, as described herein, the Modes
<br />have different operating features. While any single Bond may be in only one Mode at any time, other Bonds may operate in different Modes at the same time.
<br />Information regarding the Modes, interest rates, and Adjustment Dates can be obtained from First Chicago Capital Markets, Inc., the "Remarketing Agent", upon
<br />request as described herein. The Bonds will be issued initially in the Weekly Mode. See "THE BONDS-Modes of Operation of Bonds".
<br />The Bonds in the Weekly Mode and Adjustable Long Mode will be supported initially by a transferable irrevocable direct pay letter of credit (the "Initial
<br />edit Facility") issued in favor of the Trustee by
<br />--- THE FUJI BANK, LIlVIITED, NEW YORK BRANCH
<br />The Trustee is authorized to draw upon the Initial Credit Facility an amount sufficient to pay principal of, and up to 57 days' interest on, and the purchase
<br />price for Bonds when due upon redez: ption, acceleration, purchase or otherwise. The Initial Credit Facility shall expire on , 1999 (subject to earlier
<br />termination) but may be extended or replaced as set forth herein. See "LETTER OF CREDIT" and "RENEWAL CREDIT FACILITIES; ALTERNATE CREDIT
<br />FACILITIES". Bonds in a Fixed Mode shall not be supported by any Credit Facility.
<br />The Bonds are being issued to finance O the construction of a college football hall of fame in South Bend, Indiana and refunding certain bond anticipation
<br />notes issued in connection with such project, (ii) the Reserve Amount (as hereinafter defined) to be deposited into the Reserve Fund (as hereinafter defined), (ii)
<br />capitalized interest on the Bonds in the amount of $ ,and (v) the costs of issuance of the Bonds. See "THE PROJECT" and "SOURCES AND
<br />USES OF BOND PROCEEDS".
<br />The Bonds are special obligations of the Authority and are payable solely from and secured exclusively by a lien upon the Pledged Funds, as defined
<br />herein to include fiends drawn tinder the Credit Facility then in effect, ptirsttant to the Indenture, and the Authority is not under any obligation to pay the
<br />Bonds except from the Pledged Funds. The Bonds and interest on the Bonds are not a debt or a general obligafion of the Authority or the City of South Bend,
<br />Indiana (the "City"), nor a charge, a lien or an encumbrance, legal or equitable, upon property of the Authority or the City or upon income, receipts or
<br />revenues of the Authority or the City, other than. those revenues that have been specifically pledged to the payment of the Bonds. The Authority has no taxing
<br />power. See "RISK FACTORS" and "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS".
<br />The Bonds are subject to optional redemption, extraordinary optional redemption and mandatory sinking fund redemption prior to maturity as described
<br />herein. In addition, Bonds in the Weekly Mode are subject to optional purchase, and Bonds in the Weekly Mode or an Adjustable Long Mode are subject to mandatory
<br />purchase, at the times and on the conditions described herein. See "THE BONDS". The Bonds are subject to acceleration of maturity upon the occurrence of certain
<br />events, including events of default under a Reimbursement Agreement related to the Initial Credit Facility.
<br />This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement
<br />to obtain information essential to making an informed investment decision.
<br />The Bonds are o,~ered when, as and if issued by the Authority and received by the Underwriters, subject to prior sale, to withdrawal or mod~eation of the
<br />r without notice, and to the approval of legality by Baker & Daniels, South Bend, Indiana, bond counsel. Certain legal matters will be passed on for the Authority
<br />the Commission by the corporation counsel for the City of South Bend, Indiana, and for the Underwriters by their counsel, Barnes & Thornburg, South Bend,
<br />inns. It is anticipated that the Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about June 29, 1994.
<br />FIRST CHICAGO CAPITAL MA1tKF.TS, INC.
<br />NORWFST INVESTMENT SERVICES, INC.
<br />1994
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