OFFICIAL STATEMENT
<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 />INTRODUCTION
<br />The purpose of this Official Statement, which includes the cover page and the appendices, is to set forth
<br />information concerning the issuance and sale by the South Bend Redevelopment Authority (the "Authority") of
<br />$17,950,000 aggregate principal amount of its South Bend Redevelopment Authority Variable Rate Demand Lease
<br />Rental Revenue Bonds of 1994 (College Football Hall of Fame Project) (the "Bonds"). This Official Statement is
<br />intended for use only in connection with Bonds that are in the Weekly Mode or Adjustable Long Mode (both defined
<br />herein) and secured by a Credit Facility (defined herein).
<br />The Authority is a body corporate and politic, separate from the City of South Bend, Indiana (the "City"),
<br />and is an instrumentality of the City organized and existing under Indiana Code 36-7-14.5, as amended (the "Act"),
<br />with the power to own local public improvements and lease them to the South Bend Redevelopment Commission
<br />(the "Commission"). The Commission is the governing body of the Redevelopment District of the City (the
<br />"Redevelopment District"), organized and existing under Indiana Code 36-7-14, as amended (the "Redevelopment
<br />Act"), with the power to enter into leases of local public improvements from the Authority. See "THE
<br />REDEVELOPMENT DISTRICT".
<br />. The Bonds are being issued under the Act, and pursuant to a Indenture, dated as of June 1, 1994 (the
<br />"Indenture") between the Authority and Norwest Bank Indiana, N.A., as trustee (the "Trustee"): When issued, the
<br />Bonds will be registered in the name of and held by Cede & Co., as nominee for The Depository Trust Company,
<br />New York, New York ("DTC"). Purchases of beneficial interests in the Bonds will be made in book-entry-only
<br />form. Purchasers of beneficial interests in the Bonds (the "Beneficial Owners") will not receive physical delivery
<br />of certificates representing their interests in the Bonds. For so long as the Bonds are held in book-entry-only form,.
<br />payments of principal of and redemption premium, if any, and interest on the Bonds and the payment of the
<br />purchase price of Bonds will be paid by the Trustee only to DTC or its nominee. Neither the Authority nor the
<br />Trustee will have any responsibility for a Beneficial Owner's receipt from DTC or its nominee, or from any DTC
<br />Participant (as hereinafter defined) or Indirect Participant (as hereinafter defined), of any payments of principal of
<br />or redemption premium, if any, or interest on any Bonds or the purchase price of any Bonds. See "BOOK-ENTRY-
<br />ONLY SYSTEM. "
<br />Interest on the Bonds is subject to a maximum rate of 12% per annum. Subject to the conditions set forth
<br />in the Indenture, each Bond may operate at any time in one of three Modes: a Weekly Mode, an Adjustable Long
<br />Mode, or a Fixed Mode. Bonds in any Mode may, from time to time, in accordance with the Indenture, be
<br />converted to one or more of the other Modes; however, Bonds in a Fixed Mode shall remain in such Mode.
<br />Generally, as described herein, the Modes have different operating features. While any single Bond may be in only
<br />one Mode at any time, other Bonds may operate in different Modes at the same time. Information regarding the
<br />Modes, interest rates, and Adjustment Dates can be obtained from First Chicago Capital Markets, Ina (the
<br />"Remarketing Agent") upon request as described herein. The Bonds will be issued initially in the Weekly Mode.
<br />See "THE BONDS--Modes of Operation of Bonds". The Bonds are issuable only in fully registered form in
<br />denominations of $100,000 and any integral multiple thereof (except for one Bond issuable in any amount greater
<br />than $100,000) for any Bond operating in a Weekly Mode or an Adjustable Long Mode, and in denominations of
<br />$5,000 and any integral multiple thereof for any Bond operating in a Fixed Mode.
<br />The Bonds in the Weekly Mode and Adjustable Long Mode will be supported initially by a transferable
<br />irrevocable direct pay letter of credit (the "Initial Credit Facility") issued in favor of the Trustee by The Fuji Bank,
<br />Limited, New York Branch (the "Initial Credit Facility Issuer"). The Trustee is authorized to draw upon the Initial
<br />Credit Facility an amount sufficient to pay principal of, and up to 57 days' interest on (calculated at a rate of 129b
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