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The bonds are part of an issue of $7,029,000 bonds of the Board, authorized by a resolution adopted by the Board on February 24, 1964, consisting of the Series A bonds, $305,000 Series B bonds maturing November 1 in the years 1964 to 1970, inclusive, the Series C bonds, the Series D bonds, the Series E bonds and $2,544,000 Series F bonds maturing November 1 in the years 1967 to 2003, inclusive, issued for the combined purpose of refunding the University of North Carolina Dormitory Revenue Bonds - Series 1956 (herein called the "1956 bonds"), outstanding in the amount of $1,647,000, and the University of North Carolina Dormitory Revenue Bonds of I960, Series A, B and C (herein called the "1960 bonds"), outstanding in the amount of $2,838,000, and, with other available funds, paying the cost of a new dormitory, with necessary appurtenant facilities, to house approximately 925 men students at the University of North Carolina at Chapel Hill (herein called the "Project").

The bonds of said issue of $7,029,000 will be special obligations of the Board of Trustees of The University of North Carolina, secured by a first lien on and pledge of the net revenues of The University of North Carolina at Chapel Hill Dormitory System, comprising the following, exclusive of any snack bars, coin operated machines, recreational facilities, dining halls or cafeterias therein: (i) the dormitories known as Avery Hall, Parker Hall and Teague Hall and the addition to the existing dormitory known as Spencer Hall financed by the issuance of the 1956 bonds, (ii) the dormitories known as Craige Hall and Ehringhaus Hall and the addition to the existing dormitory known as the Nurses' Dormitory financed by the issuance of the 1960 bonds, (iii) certain dormitories heretofore constructed at the University of North Carolina at Chapel Hill and referred to in the resolution of February 24, 1964 authorizing the bonds of said issue as "Existing Dormitories", (iv) the Project, and (v) any additions or improvements to the dormitory System financed by the issuance of bonds under the provisions of said resolution or any part of the revenues of which shall be pledged to the payment of bonds issued under the provisions of said resolution.

Said resolution of February 24, 1964 authorizing the bonds of said issue of $7,029,000 provides for the issuance from time to time of bonds additional to said issue of $7,029,000, under the conditions, limitations and restrictions set forth in said resolution, for the purpose of paying all or any part of the cost of acquiring or constructing additions or improvements to the Dormitory System at The University of North Carolina at Chapel Hill.

Bids will be received and considered for all or any part of said $1,647,000 Series A bonds, said $533,000 Series C bonds, said $1,000,000 Series D bonds and said $1,000,000 Series E bonds, and bids will be accorded preference on the basis of the largest consecutive number of bonds bid for. No bid shall include, as to any calendar year, less than all of the bonds of a Series maturing in such calendar year. Any premium offered will be considered only if two or more bidders offer to purchase the same number of bonds. For the purpose of determining the lowest bidder as between two or more bidders offering to purchase the same number of bonds calculations of net interest cost will exclude the bid of the Housing and Home Finance Agency.

The United States of America, through the Housing and Home Finance Administrator, has entered into a loan agreement with the Board of Trustees of The University of North Carolina, acting for and on behalf of The University of North Carolina at Chapel Hill, pursuant to which the United States of America has agreed to buy, at par and accrued interest, all or any part of said $1,647,000 Series A bonds bearing interest at 2 3/4% per annum, all or any part of said $533,000 Series C bonds bearing interest at 3 1/2% per annum, all or any part of said $1,000,000 Series D bonds bearing interest at 3% per annum, and all or any part of said $1,000,000 Series E bonds bearing interest at 2 7/8% per annum, providing no other equally favorable bid or bids are submitted.

The successful bidder will be furnished, without cost, the approving legal
opinion of Mitchell, Pershing, Shetterly & Mitchell, of New York City.

A copy of the Official Notice of Sale and Statement of Essential Facts for
this issue may be obtained from the undersigned, A. H. Shepard, Business
Officer and Treasurer, Board of Trustees of The University of North
Carolina, Consolidated Office, Chapel Hill, North Carolina.

BOARD OF TRUSTEES OF THE UNIVERSITY OF NORTH CAROLINA
By: A. H. SHEPARD, JR.
Business Officer & Treasurer

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