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THE COUNTY OF DEKALB_ ILLINOIS

VIEWS: 79 PAGES: 16

									                                                                                                      Official Statement Prepared by:
                                                                             R. V. NORENE & Associates - A Crowe Chizek Company
                                         NEW ISSUE                                                                                                              Investment Rating:
                                         Date of Sale: Tuesday, October 15, 2002                                                                                Moody's Investors Service, Inc. . . . A3
                                                       11:00 A.M., C.D.T.                                        PRELIMINARY                                    (Outstanding Bonds, Review Requested)
                                                                                                     OFFICIAL STATEMENT
                                                                                                            $2,200,000
                                                                                                         CITY OF GENOA
                                                                                                            DeKalb County, Illinois
                                                                         GENERAL OBLIGATION BONDS, SERIES 2002
                                                                              ($1,950,000 Series 2002A and $250,000 Series 2002B)
                                                                                                (Bank Qualified)

                                                                                                                       BOND DETAILS
                                               Fully Registered Bonds issued under the Global Book Entry System (the Depository Trust Company will act as securities depository - -
                                         see page 11) . . . Initially Dated November 1, 2002 (bonds issued thereafter upon each exchange or transfer will be dated so that no gain or loss
                                         of interest will result from such transfer or exchange) . . . Due Serially December 1, 2003-2012 . . . Denomination multiples of $5,000 . . . The
                                         record date shall be the 15th day of the calendar month next preceding an interest payment date . . . Principal payable at American National Bank
                                         and Trust Company of Chicago, Chicago, Illinois which is Bond Registrar and Paying Agent. Interest due June 1, 2003 and semiannually
                                         thereafter payable by check or draft mailed by the Bond Registrar to the registered owners . . . Bonds due December 1, 2003-2009, inclusive,
                                         are not callable in advance of maturity. Bonds due December 1, 2010-2012 are callable in whole or in part and, if in part, in such order of maturity
                                         as determined by the City and within a maturity by lot beginning December 1, 2009 and any date thereafter at par plus accrued interest to the
                                         date of redemption. Notice of such redemption shall be given once not less than 30 days prior to the date of redemption by mail to the registered
                                         holders thereof.

                                                                                                               MATURITIES - December 1

                                                                         Series 2002                                                                             Series 2002
                                                                                                  Coupon        Reoffering                                                             Coupon    Reoffering
                                         Year            A             B            Total          Rate           Yield               Year             A         B       Total           Rate      Yield
MUNICIPAL / PUBLIC FINANCE CONSULTANTS




                                         2003   ..   $ 210,000      $ 40,000      $ 250,000           %                %              2008    ..   $ 270,000 $ 30,000 $ 300,000              %          %




                                                                                                                                                                                                              MUNICIPAL / PUBLIC FINANCE CONSULTANTS
                                         2004   ..     205,000        45,000        250,000           %                %              2009    ..      265,000   35,000    300,000            %          %
                                         2005   ..     205,000        45,000        250,000           %                %              2010    ..      100,000     - 0 -   100,000            %          %
                                         2006   ..     250,000        25,000        275,000           %                %              2011    ..      100,000     - 0 -   100,000            %          %
                                         2007   ..     245,000        30,000        275,000           %                %              2012    ..      100,000    - 0 -    100,000            %          %
                                                                                                                                                   $1,950,000 $250,000 $2,200,000

                                                                                                       PURPOSE, SECURITY AND LEGALITY

                                                The proceeds of the Series 2002A Bonds will be used: (1) to call and redeem at par plus accrued interest on December 1, 2002 the
                                         $1,200,000 Series 1993 Bonds due December 1, 2003-2009; and (2) for water and sewer system improvements including improvements to the
                                         water and sewer system which are necessary to meet the City's growth needs. Additional information regarding the improvement s can be found
                                         in "This Issue" on page 6. Proceeds of the Series 2002B Bonds will be used to call and redeem $160,000 of 6% installment debt and provide
                                         $90,000 for capital improvements.
                                               These Bonds, in the opinion of bond counsel, Katten Muchin Zavis Rosenman, Chicago, Illinois, will constitute valid and legally binding
                                         general obligations of the City of Genoa, Illinois, payable both as to principal and interest from ad valorem taxes levied against all taxable property
                                         therein, without limitation as to rate or amount. The Series 2002A Bonds have been authorized as "Alternate Bonds" under provisions of Section
                                         15 of the Local Government Debt Reform Act (30 Illinois Compiled Statutes 350) and, pursuant thereto, the City has additionally pledged the
                                         revenues derived from the Waterworks and Sewerage System of the City. The Series 2002B Bonds have also been authorized as "Alternate
                                         Bonds" and pursuant thereto, the City has pledged its Utility Taxes. The City covenants to collect and apply such additional revenues to the
                                         payment of the Series 2002A and 2002B Bonds and the provision of not less than an additional .25 times the annual debt service on the Bonds.
                                         The City covenants that, prior to the abatement of any taxes on the Series 2002A or 2000B Bonds, it will have the necessary offsetting cash
                                         on hand. The City will furnish the written approving opinion of said bond attorneys evidencing legality of each Series of the Bonds. See the
                                         Official Notice of Sale on page 16 for a summary of bond counsel's opinion as it relates to tax exemption.

                                               Interest on the Bonds is not exempt from Illinois income taxes. For additional disclosure regarding: (1) the Tax Reform Act of 1986; and
                                         (2) the City's decision to designate this issue as a "Qualified Tax-Exempt Obligation", see page 2.
                                                                                                           STATEMENT OF INDEBTEDNESS
                                                                                                                (Including This Issue)
                                                                                                                                                               As Per Cent of               Per Capita
                                                                                                                                   Amount Applicable      Assessed      Estimated         (2000 Census
                                                                                                                                   as of Oct. 15, 2002     Value        True Value         Pop. = 4,169)
                                          Assessed Valuation of Taxable Real Property, 2001 . .                                       $ 52,514,765        100.00%         33.33%            $ 12,596.49
                                          Estimated True Value of Taxable Real Property, 2001 .                                        157,544,295        300.00%        100.00%              37,789.47
                                          Direct General Obligation Bonded Debt(1):
                                             Payable From Property Taxes . . . . . . . . . . . . . . . . . . . .                      $        - 0 -         0.00%             0.00%       $      - 0 -
                                             Self-Supporting Debt(2) . . . . . . . . . . . . . . . . . . . . . . . . .                   _2,350,000          4.47%             1.49%             563.68
                                              Total Direct Bonded Debt . . . . . . . . . . . . . . . . . . . . . . .                  $ 2,350,000            4.47%             1.49%       $     563.68
                                          Overlapping Bonded Debt Payable from Property Taxes(3):
                                             Schools . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $ 7,796,161           14.85%             4.95%        $ 1,870.03
                                             Other than Schools . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   567,582          1.08%             0.36%          _ 136.14
                                              Total Overlapping Bonded Debt . . . . . . . . . . . . . . . . . .                       $ 8,363,743           15.93%             5.31%        $ 2,006.17
                                          Total Direct and Overlapping Bonded Debt . . . . . . . . . . . .                             $ 10,713,743         20.40%             6.80%        $ 2,569.85
                                          Total Direct and Overlapping Exclud. Self-Supporting                                         $ 8,363,743          15.93%             5.31%        $ 2,006.17

                                          Notes: 1. As a non-home rule unit under the 1970 Illinois Constitution, the City has a debt limit of 8.625% of its taxable valuation or
                                                    $4,529,398. At October 15, 2002, none of the City's debt limit is encumbered.
                                                 2. The City has chosen in the past to fund certain projects with general obligation bonds and abate the taxes thereon from other
                                                    revenues. For additional detail on the City's self-supporting general obligation debt, see table on page 7.
                                                 3. See "Detailed Overlapping Bonded Indebtedness Payable From Property Taxes at October 15, 2002" on page 7.


                                                                                                                     AUTHORIZATION

                                               This Preliminary Official Statement has been prepared under the authority of the City Council of the City of Genoa, DeKalb County,
                                         Illinois by R.V. Norene & Associates, Municipal/Public Finance Consultants, and is authorized for distribution to prospective underwriters
                                         and purchasers of these Bonds. The information herein has been compiled from sources believed to be reliable, but is not guaranteed.
                                         As far as any statements herein involve matters of opinion, whether or not so stated, they are intended as opinion and not representations
                                         of fact. This Preliminary Official Statement is dated October 3, 2002.

                                                            Lake & Waukegan Office Center, Suite 215 • 1701 Lake Avenue • Glenview, IL 60025
                                                                     847-998-9848 • FAX 847-998-5503 • www.rvnorene-assoc.com
                                                     TAX EXEMPTION
        In 1986, the United States Congress enacted legislation (the "Tax Reform Act of 1986") adopting the Internal
Revenue Code of 1986 (the "Code"). The Code sets forth certain requirements that must be satisfied on a continuing
basis in order to preserve the exemption from Federal income taxes of interest on the Bonds. Among these requirements
(all of which the City in the Bond Ordinance covenants to comply with) are the following:
       A. Limitations on Private Use . The Code includes limitations on the amount of Bond proceeds that may be used in
the trade or business of, or used to make or finance loans to, persons other than governmental units.
      B. Investment Restrictions . Except during certain "temporary periods", proceeds of the Bonds and investment
earnings thereon (other than amounts held in a reasonably required reserve or replacement fund, if any, or as part of a
"minor portion") may not be invested in taxable investments having a yield that is "materially higher" (1/8 of one percent)
than the yield on the Bonds.
       C. Rebate of Arbitrage Profit . Unless the City qualifies for one of several exceptions, earnings from the investment
of the "gross proceeds" of the Bonds in excess of the earnings that would have been realized if such investments had
been made at a yield equal to the yield on the Bonds are required to be paid to the United States of America at periodic
intervals. For this purpose, the term "gross proceeds" includes the original proceeds of the Bonds, amounts received as a
result of investing such proceeds and amounts to be used to pay debt service on the Bonds.
      In the event that the City fails to comply with the requirements of the Code, interest on the Bonds may become
subject to Federal income taxation retroactively to the date of issue. In such event, the Bond Ordinance does not contain
any specific provision for acceleration of the Bonds nor provide that any additional interest or penalties will be paid to the
owners of the Bonds.
      Under certain limited circumstances and upon payment of a statutory penalty, the loss of tax exemption for failure to
make timely payment of the rebate owed to the United States of America may be waived by the Internal Revenue Service
("IRS"). Such waiver is entirely at the discretion of the IRS.


Bonds Purchased at a Premium or at a Discount

      The difference (if any) between the initial price at which a substantial amount of each maturity of the Bonds is sold
to the public (the “Offering Price”) and the principal amount payable at maturity of such Bonds is given special treatment
for Federal income tax purposes. If the Offering Price is higher than the maturity value of a Bond, the difference between
the two is known as “bond premium”; if the Offering Price is lower than the maturity value of a Bond, the difference
between the two is known as “original issue discount”.
       Bond premium and original issue discount are amortized over the term of a Bond on the basis of the owner’s yield
from the date of purchase to the date of maturity, compounded at the end of each accrual period of one year or less with
straight line interpolation between compounding dates, as provided more specifically in the Income Tax Regulations. The
amount of bond premium accruing during each period is subtracted from the owner’s tax basis in the Bond. The amount
of original issue discount accruing during each period is treated as interest that is excludable from the gross income of the
owner of such Bond for Federal income tax purposes, to the same extent and with the same limitations as current interest,
and is added to the owner’s tax basis in the Bond. A Bond’s adjusted tax basis is used to determine whether, and to what
extent, the owner realizes taxable gain or loss upon the disposition of the Bond (whether by reason of sale, acceleration,
redemption prior to maturity or payment at maturity of the Bond).
       Owners who purchase Bonds at a price other than the Offering Price, after the termination of the initial public
offering or at a market discount should consult their tax advisors with respect to the tax consequences of their ownership
of the Bonds. In addition, owners of Bonds should consult their tax advisors with respect to the state and local
consequences of owning the Bonds; under the applicable provisions of state or local income tax law, bond premium and
original issue discount may give rise to taxable income at different times and in different amounts than they do for Federal
income tax purposes.



                      QUALIFIED TAX-EXEMPT OBLIGATIONS--DESIGNATION OF THIS ISSUE
      Section 265 of the Code provides that certain issues designated as "qualified tax-exempt obligations" and
purchased by financial institutions (either from the City or in a secondary market transaction) may be disregarded in
computing the proportional disallowance of interest expense provided in such Section. In the Bond Ordinance, the City
has designated the Series 2002A and Series 2002B Bonds as "qualified tax-exempt obligations". In addition, as required
by Section 265 of the Code, the City has represented that the reasonably anticipated amount of "tax-exempt obligations"
that will be issued by the City and all subordinate entities of the City during 2002 will not exceed $10,000,000 and has
covenanted that it will not designate and issue more than $10,000,000 aggregate principal amount of "tax-exempt
obligations" during 2002. For purposes of the foregoing sentence, the term "tax-exempt obligations" includes "qualified
501(c)(3) bonds" (as defined in Section 145(a) of the Code) but does not include other "private activity bonds" (as defined
in Section 141(a) of the Code).

      Katten Muchin Zavis Rosenman's legal opinion will also state: "Pursuant to the Bond Ordinance, the City has
designated the Bonds as 'qualified tax-exempt obligations' as described in Section 265(b)(3)(B) of the Code."




                                                              2
                                                     CITY OF GENOA
                                                   DeKalb County, Illinois

                                                   ELECTED OFFICIALS

                                                          Todd A. Walker
                                                              Mayor


                                                           ALDERMEN

                Glennis Carroll                                                                       William Lee
                Laurie B. Curley                                                                      Craig Pulley
                 Claude Doty                                                                         JoAnn Watson
                  Earl Jursich                                                                        Pam Wesner

                                                          Wendy Shaneen
                                                            City Clerk


                                                 APPOINTED OFFICIALS
                David C. Jepson                                                                     William P. Brady
                 Budget Officer                                                                      City Attorney


                                                  GENERAL INFORMATION

          The City of Genoa is located in the northeastern part of DeKalb County 60 miles west of downtown Chicago and
20 miles southeast of Rockford, the State’s second largest city. The State’s second largest public university, Northern
Illinois University, is located in the City of DeKalb, which is twelve miles south of Genoa. The county seat of DeKalb
County, the City of Sycamore, is approximately seven miles south of Genoa.

         Genoa’s Main Street runs on the line of the historic Galena-Chicago trail. One of Genoa’s first buildings was the
old stagecoach building known as the Pacific House, which still stands on Main Street. The City was settled in 1835 by
Thomas Madison, a Revolutionary War soldier from Ashtabuhla County, Ohio. He named Genoa after a town of the same
name in New York State. Genoa was incorporated as a village in 1876 and as a city on September 9, 1911. During its
early history, Genoa flourished primarily as a service center for the surrounding agricultural community.

        The population of Genoa was 1,690 at the 1950 Census, increasing to 2,318 in 1960 and to 3,003 in 1970.
Population was stable in the 1970’s and 1980’s, increasing to 3,083 at the 1990 Census. The population increased to
4,169 at the 2000 Census (up 35.2%), as the City participated in the growth affecting DeKalb County (the County’s
population increased 14.2% between 1990 and 2000). The City’s location and proximity to an expanding Chicago
Metropolitan area will likely fuel future growth of the City. According to projections by the U.S. Census Bureau and the
DeKalb County Economic Development Corporation, the population of Genoa will increase to 5,003 by 2010 and to 6,004
by 2020.

         The City of Genoa has access to an excellent transporation network. I-88, the East-West Tollway which connects
Chicago and the Quad Cities, is 15 miles south of the City. I-90, the Northwest Tollway which connects Chicago to
Rockford, has two interchanges north of the City within 12 miles of Genoa. State routes 72 and 23 intersect within the
City limits. O’Hare International Airport is approximately an hour’s driving time to the east and general aviation services
are available at DeKalb Taylor Municipal Airport (12 miles south) and Rockford Airport (20 miles northwest of the City).
Two railroad lines provide freight service to the City.


                                                 ECONOMIC INFORMATION

         The City of Genoa is an established residential community, with 78.0% of the City’s tax base classified residential
and 21.7% commercial/industrial. The City’s population increased 35.2% in the 1990’s, from 3,083 at the 1990 Census to
4,169 at the 2000 Census. This growth is evident in the following table of building permit information. In the last 11 years,
436 new residential units were constructed, including 386 single-family and 50 multi-family. The average value of new
single family homes (excludes the value of land and builders’ profit) has increased each year since 1992, to $150,714 in
2002.

                                                 BUILDING PERMIT ACTIVITY

                                                                   New Residential
                                            Single Family(2)                           Multiple Family
           Calendar                  No.                       Average     No.                       Average      Total
            Years                   Units      Value             Value    Units        Value          Value      Value
            1992(1) ............     10      $ 980,000         $ 98,000     6        $ 400,000     $ 66,667    $1,380,000
            1993(1) ............      4         400,000         100,000     0            - 0 -         - 0 -      400,000
            1994(2) ............     24       2,640,000         110,000     6           440,000       73,333    3,080,000
            1995(2) ............     72       8,300,000         115,278     6           460,000       76,667    8,760,000
            1996(2) ............     58       6,860,000         118,276    28         1,950,000       69,643    8,810,000
            1997(2) ............     47       5,835,000         124,149     0            - 0 -         - 0 -    5,835,000
            1998(2) ............     33       4,220,000         127,879     4           325,000       81,250    4,545,000
            1999(2) ............     38       5,110,000         134,474     0            - 0 -         - 0 -    5,110,000
            2000(2) ............     48       6,680,000         139,167     0            - 0 -         - 0 -    6,680,000
            2001(2) ............     38       5,490,000         144,474     0            - 0 -         - 0 -    5,490,000
            2002(3)(4) ..........    14       2,110,000         150,714     0            - 0 -         - 0 -    2,110,000



                                                                   3
   Notes: 1.   DeKalb Economic Development Corporation.
          2.   City of Genoa.
          3.   Through June 30, 2002.
          4.   In June 2002, the City of Genoa annexed the proposed River Bend subdivision which will include a total of 496 units: 269 single
               family, 103 senior housing, 54 townhouses, and 70 apartment units (build-out expected over a 10-year period). This development
               petitioned for annexation to obtain the City’s excellent complement of services.



         Although primarily residential in nature, the City also has an established industrial and commercial base. Among
the City’s largest employers are AG Communication Systems Corporation, a manufacturer of telecommunications
equipment which employs approximately 700; Greenlee Textron, a manufacturer of electrical contractor tools which
employs 175; Sycamore Precision Machine, Inc., which is involved in metal fabrication and powder coating and has 73
employees; and Polar Tech, which makes insulated shipping containers and employs 46. Other large employers in the
City include the unit school district, a long-term care facility, the City, the Park District, and two banks. Following is a list
of the City’s largest employers, based on information from the DeKalb County Economic Development Corporation.


                                                   TEN LARGEST EMPLOYERS(Note 1)
                                                                                                                                No. of
    Rank                                   Employer                                       Business/Service                    Employees
      1..........       AG Communication Systems Corp..........          Telecommunications Equipment ...............            700
      2..........       Genoa-Kingston C.U.S.D. No. 424 .........        Unit School District (K-12) ....................        215(2)
      3..........       Greenlee Textron .....................           Electrical Contractor Tools ...................         175
      4..........       Genesis Enterprises, Inc. ................       Long-Term Care Facility .....................           100
      5..........       Sycamore Precision Machine, Inc. .........       Metal Fabrication; Powder Coating .............          73
      6..........       City of Genoa ........................           Municipal Government ......................              47(3)
      7..........       Polar Tech ..........................            Insulated Shipping Containers.................           46
      8..........       Genoa Park District ....................         Parks and Recreation .......................             40(3)
      9..........       Citizens First National Bank of Genoa.......     Bank ...................................                 20
     10..........       Resource Bank .......................            Bank ...................................                 15

   Notes: 1. From a DeKalb County Economic Development Corporation canvass of employers in June 2002 and subsequent telephone updates.
          2. Includes certified and classified employees.
          3. Includes part-time employees.



         Residents of Genoa also benefit from growing employment opportunities in surrounding areas, including the City
of Rockford, the Fox Valley communities along the I-90 corridor, and the nearby cities of DeKalb and Sycamore (the mean
travel time to work for Genoa residents was 27.0 minutes at the 2000 Census). The largest employer in DeKalb County is
Northern Illinois University, the State’s second largest public university with an enrollment of over 24,000. The largest
employers in the County, many of which are in the DeKalb/Sycamore area approximately 10 miles south of Genoa, are
listed below.


                                          LARGEST EMPLOYERS IN DEKALB COUNTY(Note)
                                                                                                                                No. of
    Rank                              Employer/Location                                    Business/Service                   Employees
      1..........       Northern Illinois University (DeKalb) ........   Four-Year Public University...................         4,139
      2..........       AG Communication Systems Corp. (Genoa) ..        Telecommunication Equipment ................             700
      3..........       Kishwaukee Hospital (DeKalb) ............        Hospital .................................               630
      4..........       Ideal Industries (Sycamore/DeKalb) ........      Electrical Tools and Supplies .................          547
      5..........       DeKalb Community Unit School District No. 428
                         (DeKalb) ...........................            Unit School District .........................            510
      6..........       DeKalb County (Sycamore) ..............          County Government ........................                475
      7..........       Alloyd Co., Inc. (DeKalb) ................       Plastic Packaging and Machinery ..............            400
      8..........       Monsanto Global Seed Group (DeKalb) .....        Seed, Livestock Research and Production ........          400
      9..........       MWC-EMD (Sycamore) .................             Wire Harnesses ...........................                272
     10..........       3M (DeKalb) .........................            Midwest Distribution Center ..................            250
     11..........       AGCO Caterpillar Agriculture Products (DeKalb)   Tractor Manufacturing and Assembly............            250
     12..........       CTS Frequency Control (Sandwich) ........        Frequency Control Devices ...................             250
     13..........       Nestle Co. (DeKalb)...................           Distribution Facility .........................           230
     14..........       West Irving Die Casting (Sandwich) .......       Aluminum Die Casting ......................               213
     15..........       Auto Meter (Sycamore) ................           Tachometers, Speedometers, Auto Gauges .......            210

    Note: From a DeKalb County Economic Development Corporation canvass of employers in June 2002.



        The City of Genoa benefits particularly from two strengths of DeKalb County: Northern Illinois University and a
strong agricultural economy.

Northern Illinois University - Founded as a teachers college in 1895, Northern received university status in 1957. Its
enrollment of roughly 6,000 grew quickly thereafter to a level of approximately 22,000 (22,817 in 1970, 20,249 in 1980,
and 23,783 in 2001). NIU’s fall 2002 enrollment will exceed 24,000. In addition to its well-established programs in
education, business, professional studies, liberal arts and sciences, and visual and performing arts, Northern established
a law school in 1978 and an engineering program in 1985. The DeKalb campus includes 58 major buildings on 756
acres. The university has established satellite campuses in Hoffman Estates, Rockford, Naperville, and Oregon, Illinois.
The insurance replacement value of the University’s buildings is $828.6 Million.

        The University confers 21 types of degrees with 51 undergraduate majors, 70 graduate majors, and one
professional degree (juris doctor). Forty-one academic departments are housed within seven different colleges:
Business, Education, Engineering and Engineering Technology, Law, Liberal Arts and Sciences, Health and Human
Services, and Visual and Performing Arts. Other academic units include the Center for Biochemical and Biophysical
Studies, the Center for Burma Studies, the Center for Governmental Studies, the Center for Plant Molecular Biology, the
Center for Southeast Asian Studies, the University Outreach Services, the Graduate School, International and Special
Programs, the Social Science Research Institute, and the University Libraries. NIU’s research library contains nearly 2



                                                                         4
million volumes and subscriptions to over 15,000 periodicals. The University reports that it employs 4,139 faculty and
staff.

Agriculture - DeKalb County’s topography, soils and climate have made it possible for local farmers to grow a variety of
crops and livestock. According to the 1997 Census of Agriculture, the market value of agricultural products sold in DeKalb
County was approximately $183.4 Million; of this amount, 61.7% was attributable to cash crops and 38.3% to
livestock/poultry.

         According to the United States Department of Agriculture (USDA), the term “prime farmland” describes the land
which is best suited for agricultural production (based upon physical criteria). According to the USDA, 98% of the existing
cropland in the County is considered prime farmland. The high quality of the agricultural land in the County has
contributed to the wealth of the agricultural community in the County. The table below summarizes DeKalb County
agricultural statistics from the past five Agricultural Censuses.


                                           DEKALB COUNTY AGRICULTURAL STATISTICS

                                                                                 Agricultural Censuses
                                                1978                  1982                1987                 1992                  1997
      Number of Farms ..............            1,216                1,150                1,063                 942                   828
      Land Area (Acres) in Farms (%) ...   390,685(94%)          395,767(95%)        384,277(93%)         377,512(91%)          368,076(88%)
      Average Size Farm ............        321 acres             344 acres           362 acres            401 acres             445 acres
      Value: Land & Buildings Per Farm .    $931,234              $845,837            $612,973             $912,437            $1,439,884
             Land & Buildings Per Acre .    $ 2,738               $ 2,535             $ 1,700              $ 2,204             $    3,369

          The very high value of agricultural assets in DeKalb County is apparent in the following table, which compares the
value of land and buildings in DeKalb County to that of surrounding Midwestern states and the United States. Of note,
Illinois’ $773,141 average farm value was the highest of the surrounding states, which was 36.5% greater than that of
Iowa, the second ranking state and DeKalb County’s $1,439,884 was 86.2% greater than that reported for the State of
Illinois.
                               VALUE OF LAND & BUILDINGS - 1997 CENSUS OF AGRICULTURE

                                                                Average per Farm                  Average per Acre
                                                                        DeKalb County                    DeKalb County
                                                           Amount        as Percent of        Amount      as Percent of
                 DeKalb County ...............            $1,439,884        100.0%            $3,369          100.0%
                 State of Illinois ................          773,141        186.2%             2,126          158.5%
                 State of Iowa .................             566,587        254.1%             1,697          198.5%
                 State of Indiana ...............            532,663        270.3%             2,064          163.2%
                 State of Missouri ..............            430,533        334.4%             1,069          315.1%
                 State of Ohio .................             414,773        347.1%             2,039          165.2%
                 State of Michigan ..............            358,166        402.0%             1,671          201.6%
                 State of Wisconsin .............            282,135        510.3%             1,244          270.8%
                 United States.................            $449,748         320.1%             $ 933              361.1%



Other Economic Information

         At the 2000 Census, the City of Genoa’s median household income was $48,125, which was higher than the
State’s $46,590. The City’s median family income was $53,523, compared to $55,545 for State. The unemployment rate
at the 2000 Census was 3.5% for the City and 3.9% for the State of Illinois. The percent of families below the poverty
level at the 2000 Census was 2.1% for the City, which was significantly less than the 7.8% reported for the State as a
whole.

        The table below compares the 2000 Census home values of the City of Genoa, DeKalb County, the nine-county
Chicago Primary Metropolitan Statistical Area (“PMSA”), the balance of the State, and the State itself. The City of
Genoa’s median home value was reported at $120,700. Although considered part of the Chicago PMSA, DeKalb County
does not share the high housing costs of certain parts of the metropolitan area because of its location at the western edge
of the PMSA. When the very high housing values applicable to the Chicago PMSA are separated from the balance of the
State, Genoa’s home values, with 82.7% valued above $100,000, compare favorably to the “Downstate Counties” where
only 31.4% were valued above $100,000.

                                           2000 CENSUS--MEDIAN HOME VALUE
                                 (Owner Occupied Condominium and Non-Condominium Units)
                                                                                                  State of Illinois

                                                                                     93 Counties  9 County
                                                       City of         DeKalb          Outside     Chicago               State
                                                       Genoa           County       Chicago PMSA   PMSA*                 Total
            Median Home Value ............            $120,700        $135,900         $ N.A.    $ 166,200            $ 130,800
            Number Single Family Homes .....               966          16,148          956,823   1,513,515            2,470,338
            Percent of Homes Valued:
              Under $50,000 ..............             - 0 -             .5%              21.9%            1.3%              9.3%
              $50,000-$99,999 .............            17.3%           17.2%              46.7%           13.5%             26.4%
              $100,000-$149,999 ...........            68.1%           45.5%              19.5%           26.2%             23.6%
              Above $150,000 .............             14.6%           36.8%              11.9%           59.0%             40.7%
                 Total ...................            100.0%          100.0%             100.0%          100.0%            100.0%

                     *Includes Cook, DuPage, Lake, Kane, McHenry, Will, Kendall, DeKalb and Grundy Counties.




                                                                      5
                                MUNICIPAL AND OTHER GOVERNMENTAL SERVICES

        The City of Genoa was incorporated as a city in 1911 and operates under a Mayor/Aldermanic form of
government. The Mayor functions as Chief Executive Officer overseeing the daily operations of the municipality. Eight
aldermen are elected to overlapping four-year terms. The City provides the following services: police services, street and
alley maintenance, water supply and sewer treatment, refuse pick-up and disposal, building inspection and zoning, public
improvements and community development, and general administrative services. This City’s Comprehensive Plan, which
was adopted on December 3, 1996, is currently being updated.

         The City has 20 full-time and 27 part-time employees. General administrative staff are housed at City Hall,
located in the downtown area, which was remodeled in 1992. The Police Department, also located in the City Hall
building, has 10 full-time sworn personnel, including the chief, two sergeants, and seven patrol officers. The City’s
Enhanced 911 system, which is part of DeKalb County’s system, became operational in 1991. Fire protection and
emergency medical services are provided by a separate fire protection district. The Public Works Department is housed
in a separate public works facility. None of the City’s employees are in collective bargaining units.

          The City of Genoa owns and operates a water supply and distribution system and a sewage collection and
treatment system. The City’s current water system consists of 3 wells, 2.4 miles of water mains, and 2 water storage
facilities with total storage capacity of 0.55 million gallons (MG). The water system has 1,620 customers and a service
area of 2.3 square miles, including the City and certain surrounding subdivisions. The water plant’s capacity is 0.8 MGD,
which exceeds the current demand of 0.4 MGD. The City’s sewage collection system consists of 17.1 miles of lines. The
City’s wastewater treatment plant, constructed in 1975, has a treatment capacity of 0.78 MG versus a current demand of
0.48 MG.


This Issue

       Proceeds of the Series 2002A Bonds will be used: (1) to call and redeem at par plus accrued interest on
December 1, 2002 the $1,200,000 Series 1993 Bonds due December 1, 2003-2009; and (2) to make certain water and
sewer system improvements, including water main and sanitary sewer improvements, water meter replacement, and
improvements to the wastewater treatment plant. Proceeds of the Series 2002B Bonds will be used to call and redeem
$160,000 of 6% installment notes and provide $90,000 for capital projects, including sidewalk and downtown streetscape
improvements.

           The Series 2002A and Series 2002B Bonds have been authorized as “Alternate Bonds.” The City has pledged
the revenues of its Waterworks and Sewerage System as the alternate revenue source for the Series 2002A Bonds and
its utility tax revenues as the alternate revenue source for the Series 2002B Bonds. The City covenants to collect and
apply such additional revenues to the payment of the Series 2002A and 2002B Bonds and the provision of not less than
an additional .25 times the annual debt service on the Bonds. The City covenants that, prior to the abatement of any
taxes on the Series 2002A or Series 2002B Bonds, it will have the necessary offsetting cash on hand. The City reports no
material litigation which would affect its ability to issue or pay the Series 2002A or 2002B Bonds.


Pension Fund Obligations

         The City is required by State law to annually provide funds sufficient to accumulate the actuarial requirements of
its pension fund obligations. All full-time employees are covered by the Illinois Municipal Retirement Fund (IMRF). As of
December 31, 2002, the actuarial value of assets exceeded the actuarial accrued liability in the City’s IMRF account by
$305,156 (123.39% funded). The IMRF annually determines the contribution rate necessary to provide full funding of the
unfunded prior service costs, including interest, over the remaining amortization period.


Schools and Other Governmental Services

         The City is served by Genoa-Kingston Community Unit School District No. 424, a unit school district which
currently operates two elementary schools, one middle school, and one high school. Of the District’s schools, all but one
elementary school is located in the City of Genoa. District 424, which serves a 67 square mile area, was created in 1947
when the school districts associated with the City of Genoa and the Village of Kingston (3 miles west of Genoa) combined
to form the current district. The District has a total enrollment of 1,700 students and employs 215 certified and classified
staff. On April 4, 2001, voters approved the sale of $14.6 million in general obligation bonds to construct a new high
school building. These bonds were subsequently sold and, together with a $7.6 million grant from the State of Illinois, are
being used to construct a 170,000 square foot high school building. When the new high school opens in fall 2003, the
District will operate three elementary schools with grade centers pre-K to 1, grades 2-3, and grades 4-5, respectively; the
current high school will be the middle school (grades 6-8); and the new high school will have grades 9-12.

         Kishwaukee Community College, located approximately 18 miles southwest of Genoa, is a fully accredited,
comprehensive two-year undergraduate institution which was founded in 1968. With a current enrollment in excess of
5,000 students, it offers Associate of Arts or Science degrees for students planning to transfer to four-year institutions, as
well as certificate programs, adult education, and continuing education programs.

         The Genoa Township Park District owns and operates park and recreational facilities in and around the City. The
Park District serves an area of 40 square miles and owns 66 acres of land. The District maintains 3 parks including one
site which has the District’s administrative building and outdoor swimming pool facility. The District conducts a year-round
program of recreation, sports and activities for residents of all ages. Additional open space is provided by the DeKalb
County Forest Preserve District, which operates two nearby nature preserves, the Russell Preserves and the Knute
Oleson Forest Preserve.




                                                              6
          Library services are provided by the Genoa Public Library District. The Genoa Library was founded in 1922 by a
local women’s organization, which operated it for 38 years with volunteer librarians. In 1962 it became a tax-supported
city library and is now a public library district (separate taxing district). The Library has a collection of more than 25,000
books and other items, and offers computer access and special programs for residents. The District is part of the
Northern Illinois Library System, which enables local library users to utilize the collections and facilities of 147 public,
special, school, and academic libraries.

        The Genoa-Kingston Fire Protection District, manned by 30 paid-on-call firefighters, provides fire protection and
emergency medical services to a 65 mile area including the City of Genoa. The fire district operates two fire stations and
one emergency medical facility. Emergency medical services are provided on a contractual basis by four full-time and 15
paid-on-call emergency medical personnel. Regional hospital facilities are located in Sycamore, DeKalb, Belvidere, and
Rockford.


                                                        FINANCIAL INFORMATION

                  RETIREMENT SCHEDULE OF OUTSTANDING CITY GENERAL OBLIGATION BONDS (Note 1)

                                                   Principal Maturities as of November 1, 2002
                                                             Self-Supporting                                 Cumu-
                                                  Series         Series          Series                       lative
                            December 1            1993(2)       2002A(3)        2002B(4)       Total         Percent
                           2002 ........         $150,000      $ - 0 -          $ - 0 -     $ 150,000           6.4%
                           2003 ........           - 0 -          210,000         40,000        250,000       17.0%
                           2004 ........                          205,000         45,000        250,000       27.7%
                           2005 ........                          205,000         45,000        250,000       38.3%
                           2006 ........                          250,000         25,000        275,000       50.0%

                           2007    ........                       245,000        30,000          275,000       61.7%
                           2008    ........                       270,000        30,000          300,000       74.5%
                           2009    ........                       265,000        35,000          300,000       87.2%
                           2010    ........                       100,000         - 0 -          100,000       91.5%
                           2011    ........                       100,000                        100,000       95.7%

                           2012 ........                         100,000                         100,000      100.0%
                                                 $150,000     $1,950,000      $250,000        $2,350,000

                          Notes:    1. The City has no revenue bonds or installment debt outstanding.
                                    2. The Series 1993 bonds are being paid from water and sewer revenues and utility
                                       taxes. The callable maturities (due 2003-2009) will be redeemed from proceeds
                                       of these Series 2002A Bonds.
                                    3. The proceeds of the Series 2002A Bonds will be used to call and redeem on
                                       December 1, 2002 the $1,200,000 Series 1993 due December 1, 2003-2009 and
                                       to provide approximately $750,000 for water and sewer improvements. The
                                       Series 2002A Bonds are alternate bonds payable from revenues of the City’s
                                       Waterworks and Sewerage System.
                                    4. The proceeds of the Series 2002B Bonds will be used to call and redeem
                                       $160,000 of 6% installment debt and provide approximately $90,000 for capital
                                       improvements. The Series 2002B Bonds are alternate bonds payable from
                                       pledged utility tax revenues.


                              DETAILED OVERLAPPING BONDED INDEBTEDNESS PAYABLE FROM
                                         PROPERTY TAXES AT OCTOBER 15, 2002
                                                                                                                  City's Applicable
                                                         Percent of                                                Share (Note 1)
                                                        City's 2001                                           of Gross Debt to be Paid
                                                       Real Property             Gross                       From Real Property Taxes
                                                      in Taxing Body          Bonded Debt                  Percent                 Amount
SCHOOL DISTRICTS:
Unit School District:
  Genoa-Kingston Comm. Unit S.D. No. 424 ..              100.0%               $17,175,000                  40.867%            $ 7,018,904

Community College:
  Kishwaukee Comm. College No. 523 ......          100.0%            20,700,000           3.755%                                  777,257
     Total School Districts ........................................................................                          $ 7,796,161

OTHER THAN SCHOOL DISTRICTS:
  DeKalb County, Incl. Forest Preserve District  100.0%           $10,475,000(2)        3.999%                                $   418,895
  Genoa Township Park District ...........        98.7%               230,000(3)       64.646%                                    148,687
     Total Other Than Schools ....................................................................                            $   567,582

Notes: 1. City's share based upon 2001 Real Property valuations.
       2. Includes $10,475,000 outstanding in the name of the DeKalb County Public Building Commission, which bonds are payable from
          lease payments made by the County to the Commission. Excludes $1,290,000 alternate bonds issued by the County which are
          payable from pledged non-property tax sources. The Forest Preserve District has no debt outstanding.
       3. Excludes $1,010,000 alternate bonds which are payable from pledged non-property tax sources.


                                    EQUALIZED ASSESSED VALUATION FOR TAXING PURPOSES

                                                               Real Property as of January 1 of Levy Year
     Tax                                                                                           Net For Taxing Purposes
     Levy                                                             Less                                         Percent Increase
     Year                                 Gross                  Exemptions(1)                Amount               Over Prior Year
     1997 ...............            $       N.A.               $     N.A.                  $40,719,027                +10.3%
     1998 ...............                    N.A.                     N.A.                   43,526,423                 +6.9%
     1999* ..............                    N.A.                     N.A.                   45,253,927                 +4.0%
     2000 ...............                53,789,193                4,620,395                 49,168,258                 +8.6%
     2001 ...............                57,309,361                4,794,596                 52,514,765(2)              +6.8%

    * Quadrennial Reassessment Year.



                                                                        7
  Notes: 1. Includes 2001 exemptions for the Senior Citizens' Homestead ($402,000), Senior Citizens Tax Freeze ($667,752), General
            Homestead ($3,481,459), Homestead Improvement ($200,220), Veterans and Veteran’s Lodge Freeze ($41,587), and Small
            Parcels ($1,578). The Senior Citizens' Homestead Exemption, effective for tax years 1984 and following, is a reduction of
            $2,000 ($1,500 in levy years 1972-1983) in the equalized assessed valuation of real property owned and occupied by a
            person 65 years of age or older. The Senior Citizen Tax Freeze Homestead Exemption, first effective in levy year 1994,
            provides that persons 65 or older with a household income of less than $40,000 (up from $35,000 in levy year 1998 and prior)
            may receive an exemption in the amount of the difference between the current equalized assessed value of their principal
            residence and the lowest previous assessment in a qualifying year, even if the senior was not eligible for some intervening
            year. The General Homestead Exemption is available to owner-occupied residential property; the amount of the exemption is
            the increase in the current year's equalized assessed valuation above the 1977 tax year equalized assessed valuation, with a
            maximum of $1,500 in 1978, $3,000 between 1979 and 1982 and $3,500 thereafter. The Homestead Improvement
            Exemption allows homeowners to make up to $30,000 in improvements without increasing the assessed valuation of their
            property for at least four years. Under the Small Parcels Exemption, properties with assessed values of $150 or less are
            exempt from property taxes.
         2. The City of Genoa is in Genoa Township (98.7% of the City’s 2001 equalized assessed valuation) and Kingston Township
            (1.3%).


                                                   TEN LARGEST TAXPAYERS(Note 1)

                                                                                                                  Equalized
                                                                                                                  Assessed      Percent of
       Rank      Taxpayer                                      Business/Properties                               Valuation(2)    City(3)
        1 ...    AG Communications Systems Corp. ........ Telecommunications Equipment ......                     $1,408,041       2.7%
        2 ...    Individual Taxpayer .................... Apartments .....................                           904,488       1.7%
        3 ...    Farmers State Bank and Trust Co., Tr. 145 ... Apartments .....................                      738,319       1.4%
        4 ...    American Mobile Home Communities ....... Industrial .......................                         552,982       1.1%
        5 ...    Individual Taxpayer .................... Apartments .....................                           500,548       1.0%
        6 ...    Greenlee Textron Tool Company ........... Electrical Contractor Tools ..........                    390,805       0.7%
        7 ...    Resource Bank........................ Bank..........................                                387,295       0.7%
        8 ...    Individual Taxpayer .................... Downtown Retail Buildings ..........                       360,484       0.7%
        9 ...    Individual Taxpayer .................... Industrial/Commercial .............                        308,983       0.6%
       10 ...    Individual Taxpayer .................... Office Complex ..................                          292,161       0.6%
                     Total Ten Largest Taxpayers ...........................................                      $5,844,106     11.1%

       Notes: 1. Source: DeKalb County Supervisor of Assessments Office.
              2. Valuations as of January 1, 2001 for 2002 taxing purposes.
              3. Total City 2001 Equalized Assessed Valuation of $52,514,765.



                           1996 AND 2001 TAX BASE DISTRIBUTION BY PROPERTY CLASSIFICATION

                                                                                City of Genoa
                                                           Taxable Valuation                                 Percent of Total
                                                                                  Percentage
       Property Classification:             1996                   2001            Increase              1996                2001
       Residential ............          $27,916,857            $40,953,866         +46.7%               75.6%               78.0%
       Commercial............              6,165,908              8,647,093         +40.2%               16.7%               16.5%
       Industrial ..............           2,676,227              2,732,108          +2.1%                7.2%                5.2%
       Farm.................                 136,812                130,314          -4.7%                 .4%                 .2%
       Railroad ..............                30,798                 51,384         +66.8%                 .1%                 .1%
           Total ..............          $36,926,602            $52,514,765         +42.2%              100.0%              100.0%



                                     TAX RATES PER $100 EQUALIZED ASSESSED VALUATION
                                                         (Levy Years)
                                                                                                                            2001
                                                                                                                            Rate        Unused
City of Genoa:                                         1997          1998         1999          2000         Rate(1)      Limit(2)      Margin
  Corporate .........................                $0.24070      $0.24590     $0.25000      $0.25000      $0.25000      $0.2500        0.0%
  Bonds and Interest ..................               0.00000       0.00000      0.00000       0.00000       0.00000        None          N.A.
  IMRF/Social Security .................              0.23340       0.22290      0.12160       0.11200       0.17672        None          N.A.
  Police Protection....................               0.02460       0.06440      0.07500       0.07500       0.07500       0.0750        0.0%
  Audit .............................                 0.00000       0.00000      0.00000       0.01330       0.01238       0.0500        75.2%
  Tort/Liability .......................              0.14000       0.14480      0.24310       0.22890       0.14282        None          N.A.
  School Crossing Guards ..............               0.00000       0.01150      0.01660       0.01510       0.01429       0.0200        28.6%
  Workers Compensation...............                 0.00000       0.00000      0.00000       0.00000       0.02381        None          N.A.
  Forestry Program ...................                0.04920       0.04600      0.04980       0.05000       0.05000       0.0500         0.0%
      Total City of Genoa ...............            $0.68790      $0.73550     $0.75610      $0.74430      $0.74502
DeKalb County, Inc. Forest
  Preserve District .....................            $0.86300      $0.86170     $0.87690      $0.88050      $0.89493
Genoa-Kingston C.U.S.D. No. 424 ..........            4.68820       4.73540      4.90940       4.79780       4.88826
Kishwaukee Comm. College Dist. No. 523 ....           0.56420       0.56980      0.56110       0.52720       0.53405
Genoa Township Park District .............            0.35150       0.42090      0.57630       0.54620       0.53832
Genoa-Kingston Fire Protection District ......        0.33210       0.33080      0.44280       0.43760       0.43295
Genoa Public Library District ..............          0.23320       0.23440      0.27820       0.26920       0.26464
Township and All Other ..................             0.45840       0.45070      0.45550       0.43220       0.40812
      Total(3).........................              $8.17850      $8.33920     $8.85630      $8.63500      $8.70629

City as a Percent of Total ...............             8.4%           8.8%         8.5%          8.6%          8.6%

Notes: 1. The City is subject to the provisions of the Property Tax Extension Limitation Act (the "Tax Limitation Act"). The Tax Limitation Act
          limits the annual growth in the amount of taxes to be extended by individual taxing bodies in DeKalb County, including the City of
          Genoa, beginning in 2001 (taxes levied in 2000) to the "Extension Limitation" (similar tax cap legislation applicable to non-home rule
          taxing districts in the Cook County “collar counties” was effective October 1, 1991). The Extension Limitation under the Act is (i) the
          lesser of 5% or the percentage increase in the Consumer Price Index during the calendar year preceding the levy year or (ii) the rate of
          increase approved by the voters at a referendum election held pursuant to the Tax Limitation Act. The maximum allowable extension
          for levy year 2001, as calculated by the County Clerk’s Office, was $394,008, an increase of 7.7% over the levy year 2000 extension
          for “capped” funds (the addition of $2,079,385 in equalized assessed valuation from “new construction” in the City caused the
          extension limitation to be in excess of the 3.4% allowed under the law in levy year 2001). The City’s actual extension for capped funds
          in 2001 was $391,245. Property taxes extended for bonded indebtedness issued prior to the effective date of the Tax Limitation Act
          (including bonds issued to refund those bonds) together with alternate bonds and limited tax bonds issued subsequent to the effective
          date of the Act are not included in the extension limitation.
       2. As a non-home rule unit under the 1970 Illinois Constitution, the City has statutory tax rate limitations.
       3. Rates applicable to the largest tax code which represented 98.7% of the City’s 2001 tax base.




                                                                         8
                                                 TAX EXTENSIONS AND COLLECTIONS(Note 1)
                                                           (City Purposes Only)

       Levy                                              Collection                        Taxes                             Taxes Collected(3)
       Year                                                Year                           Extended                 Amount(2)                   Percent
       1996 ...........................                    1997                           $274,129                  $274,129                   100.00%
       1997 ...........................                    1998                            279,973                   279,973                   100.00%
       1998 ...........................                    1999                            319,813                   319,813                   100.00%
       1999 ...........................                    2000                            339,460                   339,325                     99.96%
       2000 ...........................                    2001                            365,564                   365,564                   100.00%
       2001 ...........................                    2002                            391,245                       - - - - - In Process - - - - -

      Notes:   1. Summarized from County Treasurer reports. Extensions are after deductions of court-ordered abatements and addition of
                  omitted tax. Excludes road and bridge tax.
               2. Taxes paid under protest are included in current collections but are not included as back taxes collected when released to
                  the City after the applicable court action.
               3. In DeKalb County, taxes are payable in two equal installments; in 2002, taxes were due on June 3 and September 3.




                                                                     GENERAL FUND
                            Summary Statement of Revenues, Expenditures and Changes in Fund Balance
                                                  (Fiscal Years Ending April 30)

                                                                                     Audited (Note 1)
                                                                                                                          2002                    2003
                                               1998            1999                2000             2001          Budget 2)        Actual       Budget(2)
Revenues(3):
   Property Taxes ..............             $ 56,150        $ 223,239        $ 257,569          $ 231,597    $ 253,700        $ 254,329       $ 304,500
   Sales Tax ..................                284,604          294,534          301,081            347,287      320,000          294,713        312,500
   Income Tax.................                 179,373          248,499          289,941            299,272      315,000          292,814        305,000
   Licenses and Permits .........               71,927           67,894           94,739             73,003       63,975           70,667         61,550
   Franchise Fees ..............                12,083           34,090           44,610             56,389       50,750           41,259         21,500
   Fines and Fees ..............                23,254           26,541           36,650             34,036       32,893           37,000         37,500
   Interest ....................                41,349           52,635           56,066             77,771       75,300           46,206         60,300
   Utility Taxes(3) ..............              89,367           85,897           99,796            110,372      105,000           96,375        172,500
   Water Service Charges ........               55,000           52,500           60,000             65,000       65,000           35,000         37,500
   All Other Revenue ............              108,052          116,645          126,516            116,201      127,682          126,313        148,100
        Total Revenues ...........           $ 921,169       $1,202,474       $1,366,968         $1,410,928   $1,409,300       $1,294,676     $1,460,950

Expenditures:
   General Government ..........             $ 255,735       $ 271,176        $ 291,468          $ 273,171    $ 306,640        $ 307,328      $ 334,865
   Highways and Street ..........              138,481          213,175          208,511            241,322      274,500          251,660        276,975
   Public Safety................               524,324          636,625          665,526            664,335      826,995          784,833        845,685
      Total Expenditures ........            $ 918,540       $1,120,976       $1,165,505         $1,178,828   $1,408,135       $1,343,821     $1,457,525

Revenues Over (Under) Expenditures:          $ 2,629         $ 81,498     $ 201,463          $ 232,100        $     1,165      $   (49,145) $       3,425 (4)
Adjustment to Fund Balance .......           $ - 0 -         $ 34,946     $ 12,544           $ - 0 -                           $     - 0 -
Fund Balance at April 30 ..........          $ 429,868       $ 546,312    $ 760,319          $ 992,419                         $   943,274

                                                                      Balance Sheet


                                               1998           1999              2000               2001           2002
Assets:
   Cash and Investments .........        $ 592,426       $ 853,088        $1,097,627         $1,434,163       $1,548,645
   Property Taxes Rec. (Net) ......         97,030          257,111          232,152            253,413          303,739
   Due From Other Governments ...           50,593           56,644           86,091             68,214          101,910
   Due From Other Funds ........             3,290           90,041           74,014             48,512            7,072
   All Other Assets .............           14,643           20,244           46,507             17,451           27,016
       Total Assets .............        $ 757,982       $1,277,128       $1,536,391         $1,821,753       $1,988,382

Liabilities and Fund Equity:
   Accounts Payable/Accrued Exp.... $ 30,302             $  34,448        $  33,160          $  43,603        $   48,685
   Due to Other Funds...........         144,897           368,431          451,928            470,000           587,330
   Due to Other Governments .....          1,127               271            - 0 -              - 0 -             1,426
   Deferred Revenue ............         101,590           267,671          238,592            257,818           334,284
   Compensated Absences .......           50,198            59,995           52,392             57,913            73,383
         Total Liabilities ........... $ 328,114         $ 730,816        $ 776,072          $ 829,334        $1,045,108

   Fund Equity:
     Fund Balance - Reserved.....        $   - 0 -       $   48,804       $   90,885         $   90,275       $   85,900
     Fund Balance - Unreserved ...         429,868          497,508          669,434            857,374          902,144
        Total Fund Equity .......        $ 429,868       $ 546,312        $ 760,319          $ 992,419        $ 943,274
      Total Liabilities & Fund Equity    $ 757,982       $1,277,128       $1,536,391         $1,821,753       $1,988,382

Notes: 1. For basis of accounting, see Note 1 to the table “Combined Statement-All Funds” below. The General Fund is the City’s primary operating
          fund. It accounts for all financial resources of the City except those required to be accounted for in another fund.
       2. The City has adopted certain sections of the Illinois Compiled Statutes which provide for an annual budget in lieu of the passage of an
          annual appropriation ordinance. Department heads prepare their operating budgets, and in meetings with the Mayor and Budget Officer
          they are reviewed and finalized after which the preliminary budget is prepared and formally sent to the City Council for their review and
          adoption. The budget is adopted on a basis consistent with generally accepted accounting principles.
       3. Utility taxes are deposited in either the General Fund or the Utility Tax Special Revenue Fund. Total utility taxes received over the past
          five fiscal years were: 1998 = $298,061; 1999 = $286,324; 2000 = $332,654; 2001 = $367,907; and 2002 = $321,253. The Utility tax rate
          is 5%, which is the maximum statutory rate. Of note, over the past five years the Utility Tax Special Revenue Fund has expended
          $466,194 for capital improvements (primarily street and sidewalks) and those funds could have been transferred to the General Fund, if
          needed.
       4. As of the date of this Official Statement, the City projects that revenues and expenditures will be as budgeted.




                                                                               9
                                                          COMBINED STATEMENT -- ALL FUNDS

                      Fund Balances 1998-2001 and Summary 2002 Revenues, Excess Revenues and Fund Balance
                                                   (Fiscal Years Ended April 30)

                                                                                                               Fiscal Year Ended April 30, 2002(Audited)
                                                                                                          Revenues Incl. Transfers Revenues
                                                                  Audited (Note 1)                        Property                Over (Under)      Fund
                                               1998             1999        2000         2001               Tax           Total   Expenditure      Balance
Governmental Fund Types:
  General Fund .................           $ 429,868        $ 546,312 $ 760,319        $ 992,419      $ 254,329       $1,294,676       $ (49,145)   $ 943,274
  Special Revenue Funds:
    Liability Insurance ............       $   30,220       $   48,778 $ 70,940        $ 150,232      $ 112,934       $ 114,302        $ (11,339)   $ 138,893
    Utility Tax ..................            109,386          202,788    181,235         235,837         - 0 -          226,446         (16,631)      219,206
    Garbage Disposal ............              24,225           22,314     15,777           4,253         - 0 -          202,402          (1,776)        2,477
    Road and Bridge .............              19,527           38,029     40,010          49,815        20,897           21,226          (9,410)       40,405
    Motor Fuel Tax ..............             158,452          114,349    213,683         232,571         - 0 -          122,967        117,687        350,258
    CDAP Loan Fund (2) ..........            442,654          459,888     475,379         492,624         - 0 -           15,182          15,182       507,806
    Police Dare.................                1,595           1,359       1,435             882         - 0 -            - 0 -            (882)        - 0 -
    IMRF (3) ...................               13,329            - 0 -      - 0 -           - 0 -         - 0 -            - 0 -           - 0 -         - 0 -
    Forestry (3).................               3,427            - 0 -      - 0 -           - 0 -         - 0 -            - 0 -           - 0 -         - 0 -
    School Closing Guards (3) ......           10,416            - 0 -      - 0 -           - 0 -         - 0 -            - 0 -           - 0 -         - 0 -
    Police Protection (3) ..........            7,229            - 0 -      - 0 -           - 0 -         - 0 -            - 0 -           - 0 -         - 0 -
       Total Special Revenue.......        $ 821,005        $ 887,505 $ 998,459        $1,166,214     $ 133,831       $ 702,525        $ 92,831     $1,259,045
  Debt Service..................               20,061           54,941     33,174          21,516         - 0 -          105,145          (2,640)       18,876
  Capital Projects ...............              1,260            - 0 -      - 0 -           - 0 -         - 0 -            - 0 -           - 0 -         - 0 -
       Total Governmental .........        $1,272,194       $1,488,758 $1,791,952      $2,180,149     $ 388,160       $2,102,346       $ 41,046     $2,221,195

Proprietary and Fiduciary Fund
Types:
  Enterprise Fund(4):
     Waterworks and Sewerage .....         $6,930,222       $7,008,651 $6,315,890      $6,386,665     $      - 0 -    $ 742,963        $132,065     $6,518,730
  Fiduciary Fund
     Working Cash ...............              45,642           45,642     45,642          45,642            - 0 -        - 0 -           - 0 -         45,642
       Total Proprietary & Fiduciary ..    $6,975,864       $7,054,293 $6,361,532      $6,432,307     $      - 0 -    $ 742,963        $132,065     $6,564,372

Total All Funds (Memo Only) ........       $8,248,058       $8,503,051 $8,153,484      $8,612,456     $ 388,160       $2,845,309       $173,111     $8,785,567


Cash and Investments at April 30:              1998            1999      2000            2001          2002
  General Fund .................           $ 592,426        $ 853,088 $ 1,097,627      $1,434,163    $ 1,548,645
  Special Revenue Funds .........             504,692          179,810    261,409         400,010        536,621
  Debt Service Funds ............              20,061            - 0 -     - 0 -            1,516          3,876
  Capital Projects Funds ..........            49,213            - 0 -     - 0 -            - 0 -         - 0 -
  Enterprise Funds ..............           1,073,322        1,169,131  1,280,825       1,265,973      1,134,161
  Working Cash.................                45,642           24,349     - 0 -              642         45,642
  Escrow Deposit - Agency ........            280,417           13,336      7,887          11,667         16,088
       Total ....................          $2,565,773       $2,239,714 $2,647,748      $3,113,971     $3,285,033

   Notes: 1.     These condensed financial statements for the years ending April 30, 1998-2002 have been prepared from the full Comprehensive Annual
                 Financial Reports (“CAFR”) of the City of Genoa and do not purport to be complete audits. The full financial statements, together with the
                 report of the City’s independent accountants, are available upon request. The accounting policies of the City are in accordance with
                 generally accepted accounting principles as established by the Governmental Accounting Standards Board (GASB). The accounts of the
                 City are organized on the basis of funds or account groups, each of which is considered a separate accounting entity. The modified
                 accrual basis of accounting is followed by the governmental funds (General Fund, Special Revenue Funds, Debt Service Funds, and
                 Capital Projects Fund) and fiduciary fund. Governmental funds use a current financial resources measurement focus and report current
                 assets and liabilities payable from current assets with the difference reported as fund balance. The accrual basis of accounting with the
                 flow of economic resources measurement focus is used by the Proprietary Funds and non-expendable Trust Funds. The City’s CAFR for
                 the year ended April 30, 2002 included an unqualified “Independent Auditor’s Report”. Similar opinions were included in the City’s CAFR’s
                 for the years ending April 30, 1998-2001, except for a qualification that the City did not report fixed assets. The “Report of Independent
                 Auditors” included in the April 30, 2002 CAFR states, in part: “In our opinion, the general purpose financial statements referred to above
                 present fairly, in all material respects, the financial position of the City of Genoa, Illinois, as of April 30, 2002, and the results of its
                 operations and the cash flows of its proprietary fund types and similar trust funds for the year then ended in conformity with accounting
                 principles generally accepted in the United States of America.”
           2.    The CDAP Loan Fund, which was established in the fiscal year ended April 30, 1988, is used to account for economic development grant
                 funds, which are to be loaned to new or expanding local business ventures which enhance economic development of the City. The fund
                 was established at $300,000 from the proceeds of a $300,000 Community Development Block Grant and proceeds received from
                 economic development loans made by the City are used to capitalize a revolving economic loan fund. As of April 30, 2002, the total
                 amount of funds that have been loaned is $680,000 and the outstanding balance of the seven loans is $331,903.
           3.    Equity in these funds was transferred to the General Fund in the fiscal year ending April 30, 1999.
           4.    Fund balances shown for the Enterprise Funds are total fund equity including contributed capital and reserved and unreserved retained
                 earnings and the column “Revenues Over (Under) Expenditures” represents the change in that amount from the prior year. The “Total
                 Revenues” column represents operating revenues.

                                                                         FIXED ASSETS
                                                                         (April 30, 2002)
                                                                                                       Enterprise Fund Fixed Assets(2)
                                                          General                                              Waterworks and
                                                      Fixed Assets(1)                                          Sewerage Fund
       Land and Buildings ..............                $ 573,239             Gross Value ..............          $ 9,499,517
       Machinery and Equipment .........                   218,734            Less Accum. Depreciation ....        (3,240,011)
       Automotive ....................                     428,600            Net Assets................          $ 6,259,506
           Total General Fixed Assets ....              $1,220,573

        Notes:     1. Fixed assets used in governmental fund type operations (general fixed assets) are accounted for in the General Fixed
                      Assets Account Group, rather than in governmental funds. Public domain general fixed assets consisting of certain
                      improvements other than buildings, including roads, bridges, curbs and gutters, streets and sidewalks, drainage systems,
                      and lighting systems, are not capitalized along with other general fixed assets. No depreciation has been provided on
                      general fixed assets. General fixed assets are valued at historical cost or estimated historical cost if actual historical cost
                      is not available. Donated fixed assets are valued at their estimated fair market value on the date donated.
                   2. Enterprise Fund fixed assets are valued at historical cost or estimated historical cost if actual historical cost is not
                      available. Donated fixed assets are valued at their estimated fair market value on the date donated. Depreciation has
                      been provided over the estimated useful lives using the straight-line method.




                                                                                10
                                            GLOBAL BOOK-ENTRY SYSTEM
      The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Bonds. The
Bonds will be issued as fully-registered bonds registered in the name of Cede & Co. (DTC's partnership nominee) or such
other name as may be requested by an authorized representative of DTC. One fully-registered bond certificate will be
issued for each maturity of the Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC.
      DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking
Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides
asset servicing for over 2 million issues of U.S. and non–U.S. equity issues, corporate and municipal debt issues, and
money market instruments from over 85 countries that DTC’s participants ("Direct Participants") deposit with DTC. DTC
also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This
eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non–U.S.
securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a
wholly-owned subsidiary of The Depository Trust and Clearing Corporation (“DTCC”). DTCC, in turn is owned by a
number of its Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government
Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCG, GSCG,
MBSCC, and EMCG, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock
Exchange, LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to
others such as both U.S. and non–U. S. securities brokers and dealers, banks and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has
Standard & Poor’s highest rating: AAA. The Rules applicable to DTC and its Participants are on file with the Securities
and Exchange Commission. More information about DTC can be found at www.dtcc.com.
       Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a
credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial
Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in
the Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use
of the book-entry system for the Bonds is discontinued.
       To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of
DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of
DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other nominee, do not
effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's
records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
       Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners
of Securities may wish to take certain steps to augment transmission to them of notices of significant events with respect
to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For
example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit
has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide
their names and addresses to the registrar and request that copies of the notices be provided directly to them.
       Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC’s
practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.
       Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Bonds unless
authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s
consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
       Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such
other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent on payable
date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is the case with securities held for the
accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and
not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be
requested by an authorized representative of DTC) is the responsibility of the Issuer or Agent, disbursement of such
payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
     DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving
reasonable notice to the Issuer or the Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, bond certificates are required to be printed and delivered.
      The Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor
securities depository). In that event, bond certificates will be printed and delivered.

       The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that
the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof.




                                                             11
                                             LIMITED CONTINUING DISCLOSURE
      Because at the time of the delivery of the Bonds, the City will be an “obligated person” (as such term is defined in
Rule 15(c)2-12 (the “Rule)) with respect to less than $10,000,000 in aggregate amount of outstanding municipal
securities, including the Bonds, the City is exempt from the provisions of the Rule requiring the delivery of annual financial
information to the nationally recognized securities information repositories specified in the Rule.
        In the bond ordinance, the City has covenanted and agreed, for the benefit of the beneficial owners of the Bonds, to
provide certain annual financial information relating to the City (the “annual financial information”) and, in a timely manner,
to provide notices of the occurrence of certain enumerated events, if material. The annual financial information will be
filed by the City with the Illinois state information depository, if any. As of the date of this Official Statement, the State of
Illinois has not designated a state information depository. The annual financial information will consist of the annual
audited financial statements of the City. Each annual audited financial statement will conform to generally accepted
accounting principles applicable to governmental units and will be prepared in accordance with standards of the
Governmental Accounting Standards Board, subject to qualifications expressed in the auditor’s opinion. The notices of
material events will be filed by the City with the Municipal Securities Rulemaking Board and with the Illinois state
information depository, if any. The City’s undertaking with respect to material events includes timely notice of the
occurrence of any of the following events with respect to the Bonds, if material:

      1. Principal and interest payment delinquencies;
      2. Non-payment related defaults;
      3. Unscheduled draws on debt service reserves reflecting financial difficulties;
      4. Unscheduled draws on credit enhancements reflecting financial difficulties;
      5. Substitution of credit or liquidity providers, or their failure to perform;
      6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
      7. Modifications to rights of Bondholders;
      8. Bond calls;
      9. Defeasances;
      10. Release, substitution or sale of property securing repayment of the Bonds; and
      11. Rating changes.
      The City has agreed to the foregoing undertakings in order to assist participating underwriters of the Bonds and
brokers, dealers and municipal securities dealers in complying with Securities and Exchange Commission Rule 15c2-
12(b)(5) promulgated under the Securities Exchange Act of 1934. The City will provide the foregoing information for so
long as Rule 15c2-12(b)(5) is applicable to the Bonds and the City remains an “obligated person” under the Rule with
respect to the Bonds. No provision of the bond ordinance limits the remedies available to any beneficial owner of the
Bonds with respect to the enforcement of the continuing disclosure covenants of the City described above. Failure to
comply with the continuing disclosure covenants will not constitute an event of default under the bond ordinance. The
City has not previously been required to deliver an undertaking pursuant to the Rule.
      The City may amend the continuing disclosure undertakings contained in the bond ordinance upon a change in
circumstances provided that (a) the undertakings, as amended, would have complied with the requirements of Rule
15(c)2-12(b)(5) at the time of this offering, after taking into account any amendments or interpretations of the Rule, as well
as any change in circumstances and (b) in the opinion of nationally recognized bond counsel selected by the City, the
amendment does not materially impair the interests of the beneficial owners of the Bonds.
      The City is exempt from the provision of Rule 15(c)2-12 that requires the delivery of annual financial information to
nationally recognized securities information repositories and, as noted above, the State of Illinois has not designated a
State information repository. However, in accordance with Rule 15(c)2-12, the City will send the annual financial
information to any person upon request. Annual financial information and notices of material events can be obtained from
the City Clerk, City of Genoa, 113 North Genoa Street, Genoa, Illinois 60135, Tel: (815) 784-2327.

                                       PROPERTY TAX EXTENSION LIMITATION LAW
      The provisions of the Property Tax Extension Limitation Law (the “Limitation Law”) are applicable to non-home rule
taxing districts in DeKalb County including the City. The Limitation Law limits the annual growth in property tax extensions
for the City to the lesser of 5% or the percentage increase in the Consumer Price Index during the calendar year
preceding the relevant levy year. Generally, extensions can be increased beyond this limitation due to new construction
and referendum approval of tax or limitation rate increases.
       The effect of the Limitation Law is to limit or retard the growth in the amount of property taxes that can be extended
for a taxing body. In addition, the City can now only issue its general obligation bonds secured by an unlimited as to rate
or amount tax levy after first receiving referendum approval or unless such bonds are issued for certain refunding
purposes or if such bonds are "alternate bonds" issued pursuant to the Local Government Debt Reform Act (these Series
2002 Bonds are "alternate bonds"). The limitations on the extensions of property taxes contained in the Limitation Law do
not apply to the taxes levied to pay the principal of and interest on general obligation bonds issued prior to the effective
date of the Limitation Law.

                                                          DEFEASANCE
       Bonds shall be deemed to have been paid and the pledge of taxes, securities and funds pledged by the bond
ordinance and the covenants, agreements and other obligations of the City to the owners of the Bonds shall be
discharged and satisfied, if (1) in case any such bonds are to be redeemed prior to maturity, there shall have been taken
all action necessary to call such bonds for redemption and notice of such redemption shall have been duly given or
provision shall have been made for the giving of such notice, and (2) there shall have been deposited in trust with a bank,
trust company or national banking association acting as fiduciary for such purpose either (i) moneys in an amount which
shall be sufficient, or (ii) “Federal Obligations” as defined below, the principal of and the interest on which when due will
provide moneys which, together with any moneys on deposit with such fiduciary at the same time for such purpose, shall

                                                                  12
be sufficient, to pay when due the principal of, redemption premium, if any, and interest due and to become due on said
bonds on and prior to the applicable redemption date or maturity date.
       The term “Federal Obligations” means (i) non-callable, direct obligations of the United States of America, (ii) non-
callable and non-prepayable, direct obligations of any agency of the United States of America, which are unconditionally
guaranteed by the United States of America as to full and timely payment of principal and interest, (iii) non-callable, non-
prepayable coupons or interest installments from the securities described in clause (i) or clause (ii), which are stripped
pursuant to programs of the Department of the Treasury of the United States of America, or (iv) coupons or interest
installments stripped from bonds of the Resolution Funding Corporation.

                                               CERTAIN LEGAL MATTERS
      Certain legal matters incident to the authorization, issuance and sale of the Bonds are subject to the approving legal
opinion of Katten Muchin Zavis Rosenman, Chicago, Illinois as bond counsel (“Bond Counsel”), who have been retained
by and act as Bond Counsel to the City. Other than the statements under the captions “TAX EXEMPTION,” “QUALIFIED
TAX-EXEMPT OBLIGATIONS,” “DEFEASANCE,” “LIMITED CONTINUING DISCLOSURE,” “BONDS PURCHASED AT A
PREMIUM OR AT A DISCOUNT”, the statements in the second paragraph under the caption “PURPOSE, SECURITY,
AND LEGALITY,” and the quoted text in the Notice of Sale on page 16, Bond Counsel has not been retained or consulted
on disclosure matters and has not independently reviewed and assumes no responsibility for the statements or
information contained in the Official Statement. Certain legal matters will be passed upon for the City by the City Attorney.


                                        OFFICIAL STATEMENT CERTIFICATION
       Based upon our examination of the attached Preliminary Official Statement dated October 3, 2002 for the
$2,200,000 General Obligation Bonds, Series 2002, we believe it to be true and correct. We will provide to the purchaser
of the Bonds, at the time of delivery of the Bonds, a certificate confirming that to the best of our knowledge and belief the
information in the Official Statement, including any addenda thereto, was at the time of acceptance of the bid and at the
delivery, true and correct in all material respects and does not include any untrue statement of material fact, nor does it
omit the statement of any material fact required to be stated therein, or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading.



                                                    /s/ Todd A. Walker
                                                          Mayor
              /s/ Wendy Shaneen                                                        David C. Jepson
                   City Clerk                                                           Budget Officer


                                                         City Hall
                                                  113 North Genoa Street
                                                   Genoa, Illinois 60135
                                                      (815) 784-2327

      October 3, 2002




                                                             13
(THIS PAGE IS INTENTIONALLY LEFT BLANK)




                  14
                                                  OFFICIAL BID FORM
City of Genoa                                                                                                   October 15, 2002
City Hall
113 North Genoa Street
Genoa, Illinois 60135
Ladies and Gentlemen:
     For your $2,200,000 City of Genoa, DeKalb County, Illinois, General Obligation Bonds, Series 2002 (Bank Qualified) as
described in the Official Notice of Sale, which is expressly made a part hereof by reference, we will pay you $_______________
(which amount is not less than $2,178,000), plus accrued interest from November 1, 2002 to the date of delivery. The Bonds
are to bear interest at the following respective rates (each a multiple of 1/8 or 1/20 of 1%) for Bonds of each designated maturity.
The rate specified for any year shall not be less than that for the immediately prior year.

                                                   MATURITIES - December 1

                 $250,000    .......    2003   _____%                      $300,000    .......       2008   _____%
                  250,000    .......    2004   _____%                       300,000    .......       2009   _____%
                  250,000    .......    2005   _____%                       100,000    .......       2010   _____%
                  275,000    .......    2006   _____%                       100,000    .......       2011   _____%
                  275,000    .......    2007   _____%                       100,000    .......       2012   _____%



    As evidence of our good faith, we enclose herewith our Surety Bond or (cashier's) (certified) check in the sum of not less
than $44,000 in accordance with your Official Notice of Sale. CUSIP numbers are to be applied for and printed on the Bonds
at our expense, and we agree to accept the Bonds at delivery with the CUSIP numbers as printed regardless of errors or
omissions.
   The Bonds are to be issued in global book-entry-only form and the securities depository is to be The Depository Trust
Company.


                  NOT A PART OF BID                                      Respectfully submitted,

   Our calculation of interest cost from above is:
                                                                         Name ___________________________________
                                                                                                   Account Manager
   Total Interest . . . . . . . . . . . . . . $__________________
                                                                         By _____________________________________
   Less Premium/Plus Discount . $__________________

   Net Interest Cost . . . . . . . . . . . $__________________           Address ________________________________
   Net Interest Rate . . . . . . . . . . . ________________ %
   ____________________________________________                          City                     State           Zip _______
   Acknowledgment of applicability of our Surety
   Bond or return of our bid deposit check is                            Telephone ________________ Fax __________
   acknowledged.
                                                                         (A list of the members of our account on whose behalf
   By _________________________ Date_____________                        this bid is made is attached hereto.)



                                                   ACCEPTANCE CLAUSE
     The foregoing bid was accepted and Bonds sold by ordinance of the City of Genoa, Illinois on October 15, 2002 and receipt
is hereby acknowledged of the good faith deposit which is being held in accordance with the terms of the Official Notice of Sale.

                                                                             CITY OF GENOA
                                                                             DeKalb County, Illinois


                                                                                ____________________________________________
                                                                                                           Mayor


                                TABLE OF BOND YEARS–FROM NOVEMBER 1, 2002
                                    (For Computation Purposes Only. Not Part of Bid.)
                                         Maturities - Dec. 1               Bond Years
                                       Year             Amount        Annual    Cumulative
                                       2003 . . . . . $ 250,000        270.8333    270.8333
                                       2004 . . . . .    250,000       520.8334    791.6667
                                       2005 . . . . .    250,000       770.8333 1,562.5000
                                       2006 . . . . .    275,000     1,122.9167 2,685.4167
                                       2007 . . . . .    275,000     1,397.9166 4,083.3333
                                       2008 . . . . .    300,000     1,825.0000 5,908.3333
                                       2009 . . . . .    300,000     2,125.0000 8,033.3333
                                       2010 . . . . .    100,000       808.3334 8,841.6667
                                       2011 . . . . .    100,000       908.3333 9,750.0000
                                       2012 . . . . .    100,000     1,008.3333 10,758.3333
                                                      $2,200,000    10,758.3333
   Average Life: 4.8902 years
                                                                    15
                                                         OFFICIAL NOTICE OF SALE
                                                                      $2,200,000
                                                                   CITY OF GENOA
                                                                      DeKalb County, Illinois
                                           GENERAL OBLIGATION BONDS, SERIES 2002
                                            ($1,950,000 Series 2002A and $250,000 Series 2002B)
                                                              (Bank Qualified)
      The City of Genoa, DeKalb County, Illinois will receive sealed bids for its $2,200,000 General Obligation Bonds, Series 2002 (Bank Qualified) at the offices of R.V.
Norene & Associates, 1701 Lake Avenue (Lake and Waukegan Office Center), Suite 215, Glenview, Illinois and, in the case of electronic proposals via PARITY, in the
manner described below, until 11:00 A.M., C.D.T., Tuesday, October 15, 2002 at which time the bids will be publicly opened and read. To the extent any instructions
or directions set forth in PARITY conflict with this Notice of Sale, the terms of the Notice of Sale shall control. For further information about PARITY, potential bidders
may contact the financial advisor to the City or PARITY at 395 Hudson Street, 3rd Floor, New York, NY, telephone (212) 806-8304. Award will be made, or all bids
rejected on the date of sale.
     These Bonds are general obligations of the City of Genoa, DeKalb County, Illinois, payable both as to principal and interest from ad valorem property taxes levied
against all taxable property therein, without limitation as to rate or amount. The Bonds will be issued as book-entry-only securities through the facilities of The Depository
Trust Company (DTC) as securities depository. Bonds will be issued in the denomination of $5,000 or in integral multiples thereof. The Bonds will be dated November
1, 2002. Interest will be payable June 1, 2003 and semi-annually thereafter. Bonds due December 1, 2003-2009, inclusive, are not callable in advance of maturity. Bonds
due December 1, 2010-2012 are callable in whole or in part and, if in part, in such order of maturity as determined by the City and within a maturity by lot beginning December
1, 2009 and any date thereafter at par plus accrued interest to the date of redemption. Notice of such redemption shall be given once not less than 30 days nor more
than 60 days prior to the date of redemption by mail to the registered holders thereof.
        The principal on the Bonds will be payable at the principal corporate trust office of American National Bank and Trust Company of Chicago, in the City of
Chicago, Illinois, as Paying Agent and Bond Registrar. Interest on the Bonds will be paid to the registered owners of record thereof as of the close of business
on the 15th day of the calendar month next preceding the applicable interest payment date, by checks or drafts mailed by the Bond Registrar to the registered owners
at the addresses of such registered owners appearing on the registration books kept by the Bond Registrar. The City will be responsible for the fees and charges of
American National Bank and Trust Company of Chicago as Paying Agent and Bond Registrar. The City or the Bond Registrar may make a charge sufficient to reimburse
it for any tax, fee or other governmental charge required to be paid with respect to an exchange or transfer which sum shall be paid by the person requesting such exchange
or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer.

                                                                      MATURITIES - December 1


                        Year          Series A      Series B        Total                        Year          Series A      Series B        Total
                        2003   ...   $ 210,000      $ 40,000      $ 250,000                      2008   ...   $ 270,000       $ 30,000    $ 300,000
                        2004   ...     205,000        45,000        250,000                      2009   ...      265,000        35,000       300,000
                        2005   ...     205,000        45,000        250,000                      2010   ...      100,000          - 0 -      100,000
                        2006   ...     250,000        25,000        275,000                      2011   ...      100,000          - 0 -      100,000
                        2007   ...     245,000         30,000       275,000                      2012   ...      100,000          - 0 -      100,000
                                                                                                              $1,950,000     $250,000     $2,200,000


      These Bonds will be awarded to the best bidder determined upon the basis of the lowest total interest at the rate or rates designated in said bid from November
1, 2002 to the respective maturity dates after deducting therefrom the premium bid or adding the discount. Each bidder shall name a rate or rates of interest which the
Bonds are to bear, and each rate must be a multiple of one-eighth or one-twentieth of one percent (1/8 or 1/20 of 1%). The rate specified for any year shall not be less
than that for the immediately prior year. Not more than one interest rate will be specified for a single maturity. The interest rates named for the Bonds cannot exceed
the greater of 9% or 125% of The Bond Buyer 20 Bond Index as published in the most recent edition of The Bond Buyer. Bids must be for all or none of the Bonds,
must be for not less than $2,178,000 plus accrued interest to date of delivery and must be made upon the Official Bid Form and delivered in a sealed envelope marked
"Bid for Series 2002 Bonds" at the time set out above provided that PARITY Bids may be submitted. The City will apply for an investment rating from Moody's Investors
Service in conjunction with the sale of these Bonds and will pay for Moody's rating fee. If the purchaser of these Bonds elects to purchase bond insurance under any
qualified bond insurance program, the purchaser of the Bonds will be responsible for any rating fees other than Moody's. The successful bidder will be required to provide
information concerning the reoffering prices and yields of the Bonds as required by bond counsel in connection with the issuance of its approving opinion.
     The City reserves the right to reject any or all bids, to determine the best bid in its sole discretion and to waive any informality in any bid.
      Each bid shall be accompanied by a certified or cashier's check on a solvent bank or trust company or a Financial Surety Bond for $44,000 payable to the Treasurer
of the City of Genoa, DeKalb County, Illinois, as evidence of good faith of the bidder (the "Deposit"). The Deposit of the successful bidder will be retained by the City
pending delivery of the Bonds and all others will be returned promptly. Should the successful bidder fail to take up and pay for the Bonds when tendered in accordance
with his bid and this Notice, his Deposit shall be retained as full and liquidated damages to the City caused by failure of the bidder to carry out his offer of purchase.
Otherwise such Deposit will be returned at delivery or applied on the purchase price. If a Financial Surety Bond is used, it must be from an insurance company licensed
to issue such a bond in the State of Illinois and such bond must be submitted to R.V. Norene & Associates prior to the opening of the bids. The Financial Surety Bond
must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to a bidder using a Financial Surety Bond, then that
purchaser is required to submit its Deposit to the City in the form of a certified or cashier's check or wire transfer as instructed by R.V. Norene & Associates, or the
City, not later than 3:30 P.M. on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the
City to satisfy the Deposit requirement. No interest on the Deposit will accrue to the purchaser.
       The Bonds will be delivered to the successful purchaser against full payment in immediately available funds as soon as they can be prepared and executed,
which is expected to be on Monday, November 4, 2002. Should delivery of these Bonds be delayed beyond 45 days from the date of sale for any reason except failure
of performance by the successful bidder, then the bidder may cancel his agreement to purchase the Bonds and receive back his check and thereafter his interest in and
liability for the Bonds will cease.
      The City will deliver the Bonds without expense to the purchaser in Chicago, Illinois and will pay for the preparation of the Bonds and the bond attorney's opinion.
At the time of delivery the City will furnish to the purchaser the written opinion of Katten Muchin Zavis Rosenman, Chicago, Illinois, evidencing the legality of the Bonds.
The City will furnish the transcript of proceedings on which said opinion is based and a certificate of no litigation then pending affecting the legality of the Bonds or the
right of the City to issue them. The transcript will also include a 10b5 certification. Interest on the Bonds is not exempt from Illinois Income Taxes. Bond Counsel's
opinion will also state:
      “We are of the opinion that under existing law, interest on the Bonds is not includable in the gross income of the owners thereof for Federal income tax purposes.
  If there is continuing compliance with the applicable requirements of the Internal Revenue Code of 1986 (the “Code”), we are of the opinion that interest on the Bonds
  will continue to be excluded from the gross income of the owners thereof for Federal income tax purposes. We are further of the opinion that the Bonds are not ‘private
  activity bonds’ within the meaning of Section 141(a) of the Code. Accordingly, interest on the Bonds is not an item of tax preference for purposes of computing individual
  or corporate alternative minimum taxable income. However, interest on the Bonds is includable in corporate earnings and profits and therefore must be taken into
  account when computing corporate alternative minimum taxable income for purposes of the corporate alternative minimum tax.
     The Code contains certain requirements that must be satisfied from and after the date hereof in order to preserve the exclusion from gross income for Federal income
  tax purposes of interest on the Bonds. These requirements relate to the use and investment of the proceeds of the Bonds, the payment of certain amounts to the United
  States, the security and source of payment of the Bonds and the use of the property financed with the proceeds of the Bonds. The City has covenanted in the Bond
  Ordinance to comply with these requirements.”
    The opinion will also state: "Pursuant to the Bond Ordinance the City has designated the Bonds as 'qualified tax-exempt obligations' as described in Section
  265(b)(3)(B) of the Code." Interest on the Bonds is not exempt from Illinois Income Tax.
       By submission of its bid, the successful bidder will be deemed to have certified that it has obtained and reviewed this Official Statement which the City deems
final as of its date, except for the information to be included in the Final Official Statement set forth below. The City will provide the successful bidder within seven business
days after the acceptance of his bid with a reasonable number of Final Official Statements. The Final Official Statement shall include a revised cover page (bearing a
date at its bottom that will be considered the date of delivery to the Purchaser) setting out, among other things, interest rates, the rating, the underwriter and additional
disclosure relating to municipal bond insurance (if applicable). The revised cover page, when attached to the Preliminary Official Statement, shall collectively be the City's
Final Official Statement. In order to assist bidders in complying with S.E.C. Rule 15c2-12(b)(5), the City will undertake to provide annual reports and notices of certain
events. A description of this undertaking is set forth in the Official Statement on page 12.
      The City has authorized the preparation of an Official Statement containing pertinent information relative to the City and its finances. For copies of that Statement
or for any additional information, any prospective purchaser is referred to the undersigned at the City Hall,113 N. Genoa St., Genoa, IL 60135-1024 (815) 784-2327
or the Municipal/Public Finance Consultants to the City, R.V. Norene & Associates, Lake and Waukegan Office Center, Suite 215, 1701 Lake Avenue, Glenview, Illinois
60025 (847) 998-9848 (Fax: 5503).
                                                                                                                                                /s/ Wendy Shaneen
October 3, 2002                                                                   16                                                                City Clerk

								
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