1499ORDINANCE NO. ( q
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR THE
PURPOSE OF PROVIDING PERMANENT FINANCING FOR
INDUSTRIAL FACILITIES; AUTHORIZING A TRUST
INDENTURE SECURING THE BONDS; AUTHORIZING A
LEASE AND AGREEMENT BETWEEN THE CITY OF WEST
MEMPHIS, ARKANSAS AND LANGSTON COMPANIES,
INC.; AUTHORIZING THE SALE OF THE BONDS AND
THE EXECUTION OF A BOND PURCHASE AGREEMENT IN
CONNECTION THEREWITH; AUTHORIZING AND
PRESCRIBING OTHER MATTERS PERTAINING THERETO;
AND DECLARING AN EMERGENCY.
WHEREAS, the City of West Memphis, Arkansas (the "City"),
is authorized and empowered under the provisions of Title 14,
Chapter 164, Subchapter 2 of the Arkansas Code of 1987 Annotated
(the "Act"), to issue revenue bonds and to expend the proceeds
thereof to finance the acquisition, construction and equipment of
land, buildings or facilities which can be used in securing or
developing industry; and
WHEREAS, it is proposed that the City issue its revenue
bonds under the Act, for the purpose of financing the cost of
acquiring, constructing and equipping certain industrial facilities
located within the boundaries of the City (the "Project"), and that
the City lease the Project to Langston Companies, Inc., a Tennessee
corporation (the "Company"); and
WHEREAS, pursuant to and in accordance with applicable
provisions of Arkansas law and Section 147(f) of the Internal
Revenue Code of 1986, as amended (the "Code"), a public hearing was
held prior to the passage and approval of this Ordinance before the
City Council on the question of the issuance of such revenue bonds
under the Act; and
WHEREAS, after due consideration, the City is now
prepared to proceed with financing the Project and, at the request
of the Company, to issue and sell $1,600,000 in principal amount of
its Industrial Development Revenue Bonds - Langston Companies, Inc.
Project, Series 1991 (the "Bonds"), to provide such financing; and
WHEREAS, to support the payment of the Bonds, an
irrevocable letter of credit will be issued by National Bank of
Commerce, Memphis, Tennessee, in favor of the Trustee for the
benefit of the owners of the Bonds; and
WHEREAS, copies of the hereinafter described Bond
Purchase Agreement, Trust Indenture and Lease and Agreement have
been presented to and are before this meeting;
NOW, THEREFORE, BE IT ORDAINED by the City Council of the
City of West Memphis, Arkansas:
Section 1. The City hereby finds that the acquiring,
constructing and equipping of the Project, and the issuance of the
Bonds to finance the same, will insure the continuation of
substantial employment and payrolls, will provide additional
employment opportunities, and will thereby secure and develop
industry at the City and surrounding area.
Section 2. That the issuance of the Bonds in the
principal amount of $1,600,000 is hereby authorized. The Bonds
shall be issued in the forms and denominations, shall be dated,
shall be numbered, and shall be subject to redemption prior to
maturity all upon the terms and conditions recommended by the
Company and set forth in the Trust Indenture (hereinafter
authorized) securing the Bonds. The Bonds shall bear interest at
the rates per annum, and shall mature on December 1 in each of the
years, as set forth in the following table:
Interest
Year Amount Rate (~)
1992 $ 70,000 5.25
1993 75,000 5.40
1994 75,000 5.60
1995 80,000 5.80
1996 85,000 6.00
1997 90,000 6.20
1998 95,000 ~ 6.35
1999 100,000 6.50
2000 110,000 6.70
2001 115,000 6.75
2006* 705,000 7.00
*Subject to mandatory sinking fund redemption in the
years 2002, 2003, 2004 and 2005.
~ Section 3. That the Bonds be sold to T.J. Raney & Sons,
Division of Morgan Keegan & Company, Inc. (the "Purchaser"), for
the purchase price of 98~ of par, plus accrued interest, if any,
from the date of the Bonds to the date of delivery, which price is
recommended by the Company, and upon the terms and conditions set
forth in a Bond Purchase Agreement to be entered into among the
City, the Company and the Purchaser (the "Bond Purchase
Agreement"). The Bond Purchase Agreement is hereby approved in
substantially the form submitted to this meeting, and the Mayor is
hereby authorized to confer with the Company, the Purchaser and
others in order to complete the Bond Purchase Agreement and to
execute and deliver the same on behalf of the City in substantially
the form presented to this meeting with such changes as shall be
approved by him, his execution to constitute conclusive evidence of
such approval.
Section 4. That to prescribe the terms and conditions
upon which the Bonds are to be executed, authenticated, issued,
accepted, held and secured, the Mayor is hereby authorized and
directed to execute and acknowledge a Trust Indenture by and
between the City and First National Bank of Lawrence County, Walnut
Ridge, Arkansas, which will act as Trustee thereunder (the
"Indenture"), and the City Clerk is hereby authorized and directed
to execute and acknowledge the Indenture and to affix the seal of
the City thereto, and the Mayor and City Clerk are hereby
authorized and directed to cause the Indenture to be accepted,
executed and acknowledged by the Trustee. The Indenture is hereby
approved in substantially the form submitted to this meeting, and
the Mayor is hereby authorized to confer with the Trustee and
others in order to complete the Indenture in substantially the form
submitted to this meeting with such changes as shall be approved by
such persons executing the document, their execution to constitute
conclusive evidence of such approval.
Section 5. That there be, and there is hereby, au-
thorized the execution and delivery of a Lease and Agreement by and
between the City and the Company (the "Lease Agreement"), and the
Mayor and City Clerk be, and they are hereby, authorized to
execute, acknowledge and deliver the Lease Agreement for and on
behalf of the City. The Lease Agreement is hereby approved in
substantially the form submitted to this meeting, and the Mayor is
hereby authorized to confer with the Company and. others in order to
complete the Lease Agreement in substantially the form submitted to
this meeting with such changes as shall be approved by such persons
executing the document, their execution to constitute conclusive
evidence of such approval.
Section 6. That there is hereby authorized the
preparation and distribution to various prospective and actual
purchasers of the Bonds of an Official Statement (and Preliminary
Official Statement) describing the Bonds and their security, and
setting forth such other information as may be determined to be
necessary or desirable. The Mayor is hereby authorized to execute
such Official Statement (and Preliminary Official Statement) on
behalf of the City.
Section 7. That the City is hereby involved with the
acquiring, constructing and equipping of industrial facilities, and
pursuant to applicable laws of the State of Arkansas, including
particularly the Act, competitive bidding is waived.
Section 8. That the City hereby elects to have the
provisions of Section 144(a)(4)(A) of the Internal Revenue Code of
1986, as amended, apply to the Bonds.
Section 9. That the Mayor and City Clerk, for and on
behalf of the City, be, and they are hereby, authorized and
directed to do any and all things necessary to effect the execution
and delivery of the Bond Purchase Agreement and the performance of
all obligations of the City thereunder, the execution and delivery
of the Indenture and the performance of all obligations of the City
thereunder, the execution and delivery of the Lease Agreement and
the performance of all obligations of the City thereunder, the
issuance, execution, sale and delivery of the Bonds, and the
performance of all acts of whatever nature necessary to effect and
carry out the authority conferred by this Ordinance. That the
Mayor and City Clerk be, and they are hereby, further authorized
and directed, for and on behalf of the City, to execute all papers,
documents, certificates and other instruments that may be required
for the carrying out of such authority or to evidence the exercise
thereof.
Section 10. That the City Clerk is hereby authorized and
directed to file in the office of the City Clerk, as a part of the
minutes of the meeting at which this Ordinance is adopted, for
inspection by any interested person copies of the Bond Purchase
Agreement, the Indenture and the Lease Agreement, and such
documents shall be on file for inspection by any interested person.
Section il. That the law firm of Friday, Eldredge &
Clark be appointed to act as Bond Counsel in connection with the
issuance and sale of the Bonds.
Section 12. That the provisions of this Ordinance are
hereby declared to be separable, and if any section, phrase or
provision shall for any reason. be declared to be invalid, such
declaration shall not affect the validity of the remainder of the
sections, phrases and provisions.
Section 13. That all ordinances, resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict.
Section 14. That there is hereby found and declared to
be an immediate need for the securing and developing of industry in
order to provide substantial employment and payrolls, thereby
alleviating unemployment and otherwise benefiting the public
health, safety and welfare of the City and the inhabitants thereof,
and the issuance of the Bonds authorized hereby and the taking of
the other action authorized hereby are immediately necessary for
the accomplishing of these public benefits and purposes. It is,
therefore, declared that an emergency exists and this Ordinance
being necessary for the immediate preservation of the public peace,
health and safety shall be in force and effect immediately upon and
after its passage.
PASSED: November 21, '""'
ATTEST : ~ '~~
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(SEAL)
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