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HomeMy WebLinkAbout03-1982_B r i i I n ' ~ j, { t', i i~ ~ r 1 (f: I{ ~L 1 } ~ ~ r1. LtX l.~ NOTICE OF SALE AND BIDDING INSTRUCTIONS ON $1,u00,000 CITY OF DENTON, TEXAS Denton County MATER AND SEWER S STEM REVENUE BONDS, SERIES 1982 Selling Tuesday, April 6, 1982, at 100 PM, CST THE SALE oar gg QPfefo dale Sale T Comp 1 gp din The City Re Denton, Texas (the "City") is "Bonds"l, , aeran Sower System Revenue Bonds, Series 1982 jthe AddrjAj of Old$ Sealed bids, plainly marked "Old for Bonds", should be addressed to "Mayor and City Council City of Denton, Texas", and delivered to the Director of Finance, City Council Chamber, hty Hall, 216 E. cKinney Street Renton, Texas, prior to 1100 PM, CST, on the date of the bid openingg. All bids must be submitted on the Official Bid Form, without alteration or interllneatton. pia a and Time of Bid Openins is The City Council will oppen and publicly read the bids for the pure ase o ee a'Eh" a Adss a-t~tho city Council Chamber, City Ha11, 216 E, McKinney Street, Denton, Texas, at 7100 PM, CST, Tuesday, April 81 1982, ward f the The City Council will take action to award the Bonds (or reJoct all bids) proomptlyaaf er thlingenthe a ingOffibldfl,tateme pt an Ordinance authorizing the Bonds (the "Ordl- JH 6 ND ri The Bonds will be dated May 16, 1982, and interest coupons will be due on July no each January 16 and July 16 thereafter until the earlier of maturity or pprior rddemption. The. Bonds and interest coupons attached thereto will be payable at Citibank N A „ Now York, New York, or, at the option of the holder, at First National Bank in Dallas, eallas, Texas. The Bonds will mature serially on July 16 a each year as followsi Principal Principal Principal Year Amount Year Amount Year -AMNAL. 1984 100; 1989 76, 19946 16op 1186 -0• 1990 76, 1 6 1601 1986 -0- 1991 X~90~,000 1 7 160, 1987 76,000 1493 100~0~000 1998 160 10 The City reserves the right, at its option, to redeem Bonds maturing July 16, 1993, through July 16, 1,998 both inclusive, in whole or any part thereof, on July 16, 1992, or any interest payment jato thereafter, at the per value thereof plus accrued interest to the date fixed for redemption. S~Qu~rrce of Payment The Bonds are special obligations, p4yabte solely from and secured by e first n on an pledge of the revenues of City's Water and Sewer System, after deduction of reasonable expenses of operation and maintenance, CONDITIONS OF THE SALE • Type of Bids and Inters t Rates The Bonds will be sold in one block on an "All or None" basis, an fa a pprice of not less than their par value plus accrued interest to the date of delivery 0f the ponds. Bidders are invited to name the rate(s) of Interost to be borne by the Bonds, provided that each rate bid must be In a multiple of 1/6 of 1% or 1/20 of 1% and no coupon rata may exceed 13 . The highest coupon rate bid may not exceed the lowest coupon ratio d-ly- more an n coupon rate. No limitation is imposed upon bidders as to the number, of rates or -1 coupon changes which may be used, All Bond$ of One maturity must bear ono and the some rate, No bids involving supplemontal coupons will be considered,_ Each bidder shall state In his bid the total interest cost in dollars and the net effective interest rate determined thereby, which shall be considered informative only and not as a part of the bid, 8as.1s r Awar For the purpose of awarding the sale of the Bonds, the interest cost of Bach bid will a computed 5y determinin0 at the rate or rates specified therein, the total dollar cost of all Interest on the Bonds from the date thereof to their respective maturities, using the table of Bond Years herein, and deducting therefrom the premium bid, if any, Subject to the City's right to reject any or 411 bids and to waive any lrre ularities except time of filing, the Bonds will be awarded to the bidder (the "Purchaser" whose bid based on the above computation produces the lowest net effective interest cost o the City, Good Faith Deposit A Good Faith Deposit payable to tho "City of Denton, Texas", in the amours o , 0 is required, Such Aood Faith Deposit shall be in the form of a 0 War's Check or is equivalent, which is to be retained uncashed by the City pending the Purchaser's compliance with the terms of his bid and the Notice of Sale and Bidding instructions, The Good Faith Deposit may accompany the Official Bid Form or it may be submitted separately, If submitted separately, It shall be made available to the City prior to the openingg of 0e bids, and shall be accompanied by instructions from the bank on which drawn which author l:e its use as a Good Faith Deposit by the Purchaser who shall be named in such instructions, The Good Faith Deposit of the Purchaser will be applied on the purchase price on the data of delivery of the Bonds No interest will be allowed on the Good Faith Deposit, In the event the Purchaser should till or refuse to take up and pay for the Bonds in accordance with his bid, then said check sh,1l be cashed and accepted by the City as full and complete liquidated damages. The chocks act,Vo4nying bids otter than the winning bid will be returned immediately after the bids are opened, 4ad an award of the Bonds has been made, PILIVA,gy OP 0C BONDS AND ACCOMEMYING 00CUNBNTS The City will furnish printed Bonds which will be executed by the facsimile s gna u e 0 the Mayor and Jecretary of the City, and by the manual sign4ture of the Comptroll- er of Public Accounts of the State of Texas, The Bonds will be in coupon form without privilege of registration an to principal or interest, C P fu It is anticipated that CUSIP identification numbers will be printed on the on s u neither the failure to print such number on any Bend nor,any error with respect thareio;shall constitute cause for a failure or refusaby the Purchaser to accept delivery of and pay for the Bonds in accordance with the terms of this Notice of Sale aid the terms of the Official Bid Form, All ox onset in relation to the printing of CUSIP numbers on the Bonds shall of lhednuymbersOsha>II bevtedresponsibilitytofhand sh lle be paidu for byathge Purchasergsignment Delivery it Yh4 eonds will be tendered for delivery to the Purchaser at any bank In Austin, exT ss, at the expgn9o,Of the City. Payment for the Bonds must be mode 16 immediately available fundo for uncond bona credit to the City, or as Otherwise direo4d by the Cityy The Purchaser will be given six business days' notice of the time fixed for delivery of the Bonds, It is anticipated that delivery can be made on or about May 18, 1982, and it is understood and agreed that the Purch'aseN'wiII accept delivery and make payment for the Bonds by lOiN AM, CDT, pn May 18, 1"PA 0 `thofe4fter on the date the Wds are tendered for delivery, up to and including June 1 1982, If for any reason the City is unable to make delivery on or before Jltr,s 1, 1982, then tb city small Immediately contact the Purchaser and offer to allow the Purchaser to extend his offer for an additional thirty days, If the Purchaser does not elect to extend his offer within six days thereafter, then his Good Faith Deposit will be returned', and ,both the C1ty+ and the Purchaser shall be relieved of any further obligation, In no event shall the City be labte for any damages by reason of its failure to deliver the Bonds, provided such failure is due to circumstances beyond the City's reasonable control, CohdItidnt to Delivery The obligation of the Purchaser to take up and pay for the Bonds is s se to e Purchaser's receipt of (a) the legal opinion of Messrs, McCall, Parkhurst b Nor oh allas, Texas, Bond Counsel for the City "Bond Counsel"), (b) the no•litigation certificate, and (c) the certification as to the Official Statement, ati as further described in the Official Statement, Le a1 0 lnions The Bonds are offered when, as and If issued, subject to the unqualified ,,gall p non of the Attorney General of the State of Texas, and Messrs, McCall, Parkhurst $ Horton `sea Legal Opinions In Official Statement)i the opinion of said firm will be printed on the Bonis. - 11 CerttificatIgn of Official t tement At tho time of payment for and dell very of the Bonds, lhe' ihy will execute aan~ s ver to the P,rchaser a certificate in the form set forth in the Official Statement, Chance in Tax Exempt Status At any time before the Bonds are tendered for delivery the P001145er may wlth(15W his VId It the Interest received by private holders from bonds oit the same type and character shalt be declared to be taxable income under present Fodor~l income tax laws either by ruling of the Internal Revenue Service or by a decision of any Federal court, or shall bo declared taxable a+' ba rcgdirod to be taken into account in compputing any Federal income taxes by the terms of any "Federal Income tax law enacted subsequent to the date of this Notice of Sale and Bidding Instructions, E RA Financigl or's Ri V 0 B♦d First Southwest Company, the City's Financial Advisor, reserves 410-1149 To`bgia on tFe Bonds, glue k By submission of his bid, the Purchaser represents that the sale of the Bonds Tn s a es o or then Texas will be made only pursuant to exemptions from registration or, where necessary, the Purchaser will register the Bonds In accordance with the securities law of the states In which the Bonds are offered or sold, The City agrees to cooperate with the Purchaser, at the Purchaser's written request and expense, in registering the Bonds or obtaining an exemption from registration In any state where such action Is necessary, Not an~Offer to ell This Notice of Sato does not alone constitute an offer to sell the Bonds, u is merely notice of the sale of the Bonds. The offer to sell the Bonds is being made by means of the Notice of Sale and Bidding Instructions, the Official Bid Ferm and thi Official Statement. Prospective purchasers are urged to carefully examine the Official Statement to determine the investment quality of the Bonds. Issuance of Additional Bopd9 After the Issuance of the Bonds, the City will have $1,6001000 a er an ewer ys eEm Revenue Bonds, The City anticipates the sale of these Bonds in the spring of 1983, a The outstanding Hater and Sewer System Revenue Bonds of the City are rated "A" by o y s Investors Service, Inc, and "A" by Standard b Poor's Corporation. Applications for contract ratings on this -issue hays been made to both Moody's and Standard & Poor's. The results of their determinations will be provided at-soon as possible. Municipal Qpnd Insurance In the event those Bonds are qualified for municipal bond Insur- ance and the Purchaser desires to purchase such insurance, the cost therefor will be paid by the ~drehaser, The Official State me The City will furnish to the Purchaser, without cost, 60 copies of e Official Statement and 60 copies of any addenda, supplement or amend*ent.thereto) , com- ;late except as to interest rates and other terms relating to the reoffering of the Bonds, The Purchaser may arrange at his own expense to have the Official Statement reproduced and printed if he requires more than 60 copies, and may also arrange, at Nis total expense and respons16t1- ity for completion and perfection of the first or'cover page of the Official Statement $o AS to refloot interest rates and other terms and information related to the reoffering of the Bonds. The City assumes no responsibility or obllgatIon for the distribution or delivery of any of these copies to any one other than the Purchaser. AdditiOna.l Copies of Notice, Bid Form d Statement A limited number of additional copies uT s o ce 0t e aT nd Bidding instructions, he Official Bid Form and the Official Statemett as available over add above the normal mailing, may be obtained at the offices of First'$oUlhwest Company, Investment Bankers, 800 Mercantile Dallas Building, Dallas, Texas 16201, Financial Advisor to the City, The City reserves the right to reject any and all bids and to waive irregularities, except time of filing. On the date of the gale, the City Council will, in the ordinance authorizing the issuance of the Bonds, approve the form and content of the Official Statement, and any addenda, supplement or amendment thereto, and authorize Its use in the reoffering of the Bonds by the Purchaser. DICK STEWART AtTESTi iiiyor CHARLOTTE ALLEN City Secretary March 16, 1982 - Iii - BON YEARS Accamu lated liar Arcaunt Bond Years QLnd Yearly Year 1983 s 60,000 70.000 70,000 1983 1984 1000000 216,666 266,666 1984 1985 0 01000 286,666 1985 1986 0 01000 286,666 1966 1987 76,000 387,600 674,166 1987 1988 76,000 462,500 11136,666 1986 1989 76,000 637,600 11674,166 1969 1990 761000 612,600 2,286,666 1990 1991 90,000 826,000 31111,666 1991 1992 1000000 11016,666 4,128.332 1992 1993 100,000 11116.666 61244.990 1993 1994 150,000 16826.000 7,069,998 1994 1996 150,000 10976,000 91044,998 1995 1996 160,000 21126,000 110169,998 1996 1997 160,000 2,276.000 13,444,998 1997 1998 160,000 2,425.000 18,869.998 1998 Average Maturity 10,680 Yeare I,I iv NEW 1t3SUE 1'It1MIMINAItY OFFICIAi. STATRIIIFNT DATI,D Fh,IIHIJARY 12, 1983 RrANDARD & POOR'S RATfNGi In the opinion of Bond Counsel, under the laws, regulations, rulings and judicial decisions exist tag on the date ' of tho original delivery Of the series 1982 Bonds, Interest pn the Series 1982 Bonds is exempt from all present fedcrai Income taxation. Payment of the Principal of and Interest on the Honda will be guaranteed by a municipal bond ineulemcs policy to be issued by the American Municipal Bond Asouranoo Corporation upon the delivery of the Hondo, as deaeribed herein, $2090011000 Denton Retirement and Nursing Center Finance -AuthorAty (Denton, Texas) a Revenue Bonds (The Ev, Lutheran Good Samaritan Society Project) Series 1982 Datedt March 1, 1982 DOI March 1 as shown below The Aeries 1882 Bonds and the Interest thereon shall never constitute an indebtedness, liability, general or moral obligation or a pledge of the faith or loan of credit of the City of Nnton, Texas, or any other city, county or munlolpai or political corporation or subdlvlelon of the State of Texas, or the State of Texas, within the messing of S ,S any conatltutional or statutory provision and shall never constitute or give deo to a pkimlary liability or be a charge spins( the general credit or taxing powers of any such body. Except to the extent payable from Bond ap pledge an certain amounts derived by he Dento,nhRettiirement and Nursing Center Roans Authoritty del a Loan Agreement with ~'e s THE EV, LUTHERAN GOOD SAMARITAM SOCIETY The Banes 1892 Honda will be issued as coupon Bonds, registrable **to principal only, in the oltmomituttlod of 011 R r Itipleach, thereof Princifully pal and semmlon nnnuel Interest on thee Series 1882 Ronde (Match I ~ a$0,0M And any d Septeember I of ouch year, commenci,ig September 1,1882), will be payable at the prhiolpal corporate oust office of the Trustee, I except that aemiannusl Interest on the fully registered Series 1982 Bonds Shull he pold by check or draft of the Trustee malled to the registered owners thereof, The Series 198,1 Bonds will be sub/ert to redemption prior to maturity as more fulty described herein, MATURrN SCHEDULE .14 11,625,0" SERIAL BONDS 0 I (March D" Do ~ ~ .1. .-A'~s4., r~wa (M h 1) 1 are 1111964 816 !1, 16, D % 1092 #-Aswp4 9"" 60 000 1988 30,00o 1983 884000 0,000 t g 1 ima 1187 90,000 1894 70,000 1~ 40 000 1996 76,000 1900 19811 &1,000 46,000 #1,2711,000 term bwAs duo March 1, 2094 Price Roads +3 (Piss Aw od. Ialeresl from March 11 to" The Series 1982 Bonds ere offered, subjeet to prior sale, when, as and if Issued by the Denton Retirement and Nuraing Center Finance Authority and accepted by the Underwriter named below, and subject to the approval of legality by McCall, Parkhurst A Horton, as Bond Counsel, approval of certain matters by Xutak Rock & Hula, am ` Underwriter's Counsel, and certain other conditions. It is expected that delivery of the Series 1082 Bonds will be made on or about March , 1992, In Mlnneapolle, Minnesota, against payment therefor, DOUGHERTY, DAWKINS, STRAND & YIOST Incorporated The bate of this Official Statement Is March , 1082 1 No person has boon authorized to give any Information or to make any representations. othor than those contained in this Official Statement to conneollon with the offerq made hereby, and if 1 given or made, suoh information or reprosentatIons must not be rolled upon am having been authorized by the Denton Retirement and Nursing Center Finance Authority or the Underwriter. Neither the delivery of this Otfluial Statement nor any sale hereunder shall under any circumstances oreate any Implication that there has been no change In the affairs of the Denton { Retirement and Nursing Center Finance Authority or The Ev, Lutheran Good Samaritan Society since the date horeof. This Official Stateme;it does not constitute an offer or solicitation In any Jurisdiction In which such offer or solicitation W not authorized, or In which the person making suoh offer or solicitation Is not qualified to do sa, or to any person to whom it Is uolawful to make j such offer or solicitation, The information set forth herein has been obtained from the Denton I Retirement and Nursing Center Finance Authority and The Ev, Lutheran Good Samaritan I Society and other aouroes which are believed to be reliable, but It is not guaranteed as to accuracy or completeness by, and Is not to be construed as a representation by, the Underwriter, S CONTENTS OF OFFICIAL STATEMENT i SUA.M YSTATEMENT ~3 r W O UiiTORY S'T'ATEMENT , 8 TINE IR UEIi . 7 THE'~JX 7 THE PRE 8 USE OPWEEDS e SECURITY FOR THE BONDS AND SOURCE OF PAYMENT , ; 10 J1 BOND INSURANCE , , . 1 . . . . 41 . . ~ , ~ . , . . , , : , . , , . . , . , 10 / THE BONDS 1,.11.1.1 it THE s1GetHEMENT t8 THE INDENTURE 28 UND9AWkITING 33 TAX AXOMPTION 33 LITIGATION , 33 I RATINd r 34 APPROVAL OF LEGAL PROCEEDINGS 34 APPENDIX A - THE EV, LUTHERAN GOOD SAMARITAN SOCIETY A•i APPENDIX B FORM OF AMRAC POLICY . . r. ~ tr~ ♦ i 2 SUMMARY STATEMENT 3 n°.t---mare a_o_mpleEes 5u omracrlV r aeoneatn'ed"i'nbteas'-a- es ate n`"u n t ha ana, a tatements o "tTie , oc et no u e in A el) x to : i"s c a statement e o e n o t e e es on s to otent a nvestors s Bans o~'"t"Fi'i'e~ an ma IS o n t re a s tatement no u n e e oes efi re o arso a aut or go to eta a ummar tate- me' nt rom t e c at atement or to of erw es use t w t E®ro 04- au i s on re o a atement as u n a en oe~ Thy j.!M The the offering $2000000 principalSamaamount of tan Society Project) Series 1982, dated March 11 19820 (gee the section "THE BONDS" for discussion of the terms of the series 1982 Bonds)* Use of roaeede The not pcooeede from the issuance of the Series 1982 Bonds, together with the orninge thereon, will be provided by the issuer to the Society to finance the costa of acquisition, oonstruotion, improving and equipping of 40 additional retire- ment apartments at the existing Denton Good Samaritan Village ($2►169,800), to pay interest on the series 1982 bonds during construction of the facilities, net of investment inoome, ($173,400), to create a bond reserve fund ($2701000), to pay the premium for, AmBAA insurance ($102,000), and to pay other costs of l.asuanoe ($186,000), ecu0 t The series 1982 Bonds and the interest thereon will not oonatitute an indebtedness of the lesuer or a loan of the credit thereof within the meaning of any constitutional or statutory provisi.)n, The Series 1982 Bonds will be limited obligations of'the Issuer'and will be payable solely from certain amounts payable by the Society to the issuer,under the 4 Agreement and certain other available moneys specified in,the Yndentures Under the Indenture, the Issuer will pledge and h, assign all of its right, title and interest in and to the Agreement and all revenues and receipts payable thereunder, to the Trustee for the benefit of the holders of the bonds. i 1 _3- 'Ail Payment of the principal of and interest on the series 1982 Bonds will be guaranteed by a munioiggal bond insurance policy to be issued by the American Munioipal Bond Assurance Cot Oration ("AMBAC") simultaneously with the delivery of the series 1982 Bonds, jht Jaguar The Issuer is a public nonprofit corporation organized and existing under the laws of the State of Texas and is authorized and empowered to issue the Series 1982 Bonds, to loan the proceeds thereof to the Society for the purpose of financing the Projeot, to secure the Series 1982 Bonds by a pledge of the amounts payable by the society under the Agreement and to enter into the Agreement and the Indenture, Thsociety The society is a North Dakota nonprofit corporation organ- ized in 1922 whioh owns, leases and manages a total of 193 health care and residential facilities across the United states providing total of l5758 nursing home and baeio oars beds and ,055 independent ].tying units for the elderly, The following tables e,how in summary form the financial status of society, which derives a substantial proportion of its income from the operation of nursing homes (See Appendix A for a discussion ' of the Society and ts basiness and for the latost audited financial statements of the Society). THE BV, LUTHERAN p00Q SAMARITAN SOCISTY SVMN 0 OPIPATING STATSk~NT (in thousands) Ended 31 Nleven Months logo Ended 11430Z81 ~t unau to ) Operating Revenue 01'64,492 4121,41,5ti`' X14.1,5667 5 X147,265 ~ operating Rxpense4 101,319 117oSA 138, 143,,810 wonopetatinq Rovenue lgg97 jj; 2x909 21537 ilxcera of Revenues Over Expenses ~I I, ILL. " CAPITALIZATIO (in thousands) November 30, 1981 he Adjusted* Short-term notes payable 292 292 Long-term debt (including Current Maturities) Mortgage notes, bonds and } capitalized leases X116,183 $123,083 Other notes 6,146 81146 Bonds offered hereby 2(900 Total long-term debt 124 331 136 131 Fund Baltnoes "2o779 62 779 *A'd~"us"ted` to tofleot debt incurred subsequent to November 30, 1981 and the issuance of the Series 1982 Bonds offered hereby. The Pro ect The Project consists of the construction, improvement and equipping of approximately 40 additional retirement'apartments for the elderly and related and subordinate equi ment and facilities at the Denton Oood•Samaritan Village fn DentOn', Texas, The society's present facilities in Denton consist of a four-story retirement apartment complex with 77 apartments and a 92-bo-I nursing cake faoility, The apartments are attached to the nursing home utilize certain facilities of the nursing home and have call features that provide 24-hour emergenoy nursing seryioe, The Project will be located adjacent to and connected with the society's present facilities, ANBAC Ineurance AMBAC has committed -0 issue# effective as of the date on which the series 1982 Bonds are.issued and deiiveredt &,policy` of insurance guaranteeing'the payment, when due, of the prin oipal of and interest on the Series 198n Bonds. The insurance extends for the life of the Aeries 1982 Bonds and cannot bb cancelled by AMBAC, (See "BONb INSURANCE" for a discussion of AMBAC and the insurance of tho series 1982 Bonds.) t e n: I OFFICIAL, STATEMENT 82,900,000 DENTON RSTIRSMENT AND NURSING CENTER FINANCE AUTHORITY DENTON, TEXAS REVENUE BONDS (The Ev, Lutheran Good Samaritan ooeietp Project) Series 1982 INTRODUCTORY STATEMENT Thie,t)~fioial Statement is furnished,in connection with the ofwr.) of $2,900,000 aggregate principal amount of .Revnun: vanda (The EV, Lutheran Good Samaritan Society Project) Series 1982 (the "Series 1982 SondsN), of the Denton Retirement and Nursing Center Finance Authority, Denton, Texas (the "issuer"), The Series 1982 Bonds are being issued pursuant to an thdenturs of Trust dated as of March 1, 1982 (the "Inden- ture") between the Issuer and the trustee set fovth on the cover of, this official Statement (the "Trustee"), The Series 1982 go6ds are hereinafter sometimes referred to as the "Sondes" The Fonds are being issued to provide funds for the acquisition, oonstrudtion, installation and equipping of 40 additional, retirement &partments (the "Project"), whioh Project t: will be owned by The Ev, Lutheran Ggod;Samariten Society, a North Dakota nonprofit corporation'(the "Society") and located at the,Booiety's presently existing Denton'dood Samaritan Vii age in Denton, Texas. Pursuant to a Loan Agreement dat'M as of;Maroh 10 1982 (the "Aggreement") between the Issuer and the Society, the Issuer will loan the proceeds of the Bonds to the Society for the purposo-6f aoquiring, construoting, equip- ping and installing the project, .6- The Bonds will be payah'e solely from and 80oured by a ledge of oertain revenues and other amounts to be received by the Ieuuar pursuant to the Agreement, which are designed to be sufficient to pAy, when due, the principal of, premium, if any, and interest on the Bonds. Payment of the Bonds will be secured by an insuranoe policy issued by the American Municipal Bond Assurance Corporation ("AMBAC"), Brief descriptions of the issuer, AMBAC, the Project the Bonds the Agreement and the indenture are included in th~s official Statement] a brief description of tho Society is attached hereto as an Appendix to this official Statement, Such descriptions do not purport to be comprehensive or definitive, All references herein to the Agreement and the indenture are qualified in their entirety by reference to suoh documents and references herein to the Bonds are qualified in their entirety by reference to the forms thereof iholgded in the indenture and the information with respeot thereto included in the aforementioned documents, oopias of all of which are available for inspection in the prinaippal corporate trust office of the Trustee, During the pariod of tiro offering, copies of such documents will also be available at the principal office of Dougherty, Dawkins, Strand & Yost moor- porated, the Underwriter, THE ISSUER The issuer is A public nonprofit corporation organized and existing under the laws of the State of Texas (the "State"), Pursuant to the Texas Housin finanoe Corporations Act, Vernon's Tex, Anh, air. 8t. Krt 12691-7, as amended (the "Act"), the Issuer is authorized and"am owsrod to issue the Bonds, to loan the proceeds thereof`to ~he Society 'for the purpose of acquiring, oonstruoting, equipping and initialling the projeot, to secure the Bonds by a pledge of the amounts payable by the Society under the Agreement and to enter into the Agreement and the Indenture, THE SOCIETY The Society is a nonprofit oorporation, founded in 1922 under the laws of the St'a'te of North Dakota', The Society is engaged primarily in owning and operating nursing home,S and also opperates,a few 'other health cars'facilitios. Nursing home operations constituted more than 90% of the Soviety's operating s reyenue for each of the fine years ended December 31, 1981, Ad 7 of beoember 310 1981, the Soc;iaty owned 163 nursing home facil- ities, managed 17 nursing home facilities owned by others, and -7_ i i Iflased four nursing home facilities, in 26 states, The Society also owned 40 apartment complexes and managed five others. Except for two owned and two managed residential centers, these apartment complexes are located at the same locations as nurs- ing homes owned or manaed by the Society and each such nursing home and apartment complex is treated as a single facility, The society expects to increase the number of its apartment complexes to complement its nursing homes in the future, The nursing homes operated by the Society pgrovide health care treatment and oonvalescent facilities for in-patient adults, including those who are admitted as an intermediate step after hospitalization and before returning to their homes, Admission is ordinarily under the supervision of the patient's personal physician, Charges for services normally consist of a per diem room rate, suoh charges are reimbursed to the Society by the Medicaid program for approximately half of the present patients of the Society, The Soviet to executive offices are located at 1000 West Avenue North, Sioux Falls, South Dakota 57104, See Apppendix A for further disoosgion of the managemewt, oapitalization, revenues and expenditures, facilities, expan- sion policies and plans, risks inherent in the 'health care industry and other information relating to the Society, 1 { THE PROJECT ti. Proceeds from the sale of the series 1982 Bonds will be used to acquire, construot, install and equip approximately 40 5 additional retirement apartments for the elderly and related and-s6bordinate equipment and facilities at the Denton aood samaritan .Villagb in Dehton, Texas. The present facilities ir, Denton opened in August 1976 and consist of a four-storyy retArement apartment complex with,77 apartments and a 92-bed nursling' care facility, The apartments are attached to the nursing home, utilize certain facilities,of the nursing-home and have call features that provide 24-houk emergency nursing service, ' %6 nursing home is the only skilled care facility in the Denton area, xt is lioensed for 92 skilled care beds, Pres- ently,,, 45 beds are used for intermediate care and 47 for skilled care'. The charges for approximately 508 of the patients are paid by the Medicaid program. I r8Y The new apartment unite will be located immediately to the south and connected to the present apartment unite, Conetruo- tion of new apartments is scheduled to begin March 150 1982 and completion is set for approximately February 11 1983. To be entitled to rent one of the new apartments, the prospective tenant must pay the society an entrance'fee ranging from $23,650 to $29,150 per apartment, depending on the size of the apartment and the size of the monthly rental fee which the prospective tenant wishes to pay. The larger the accommodation fee, the lower the monthly rental foe, When a tenant leaves an a artment, whether through withdrawal or death, a portion of the accommodation fee is refundable upon the re-renting of the apartment. The pportion of the accommodation fee refunded is based on the following formulas the unamortized portion of the aooomodation fee, which to amortized over 50 months at the rate of 28 a month, in addition to the accommodation fees, monthly ' fees are charged, based on apartment size. Texas law requires, and the Society has agreed in the Agreement, that at least 908 of the dwelling units in the Proleot will be occupied by persons of low or moderate income, Lim tations are applicable to the definition of "moderate" x income, The initial income limitation has been set at $ for aggregate adjusted gross incomes of all residents of any one dwelling unit, ~r USE OF PROCEEDS The proceeds from the Series 1982 Bonds will be used (i) to finance the acquisition, construotion, installation and rT. equiing of additional retirement apartments to the existing .faoipppplityj (ii) to create,a Bond Reserve Fund, (iii) to pay interest on the Series 1992 Bonds during` construction,, (iv) to pay the premium for AMBAC insurance, and (v) to pay issuance costs, A breakdotgn of the use of proceeds of the Series 1992 Bonds is as follows construction and equipment $2,169,600 ' Bond Reserve Fund 270,000 intot4st during Construction 113,400 AMBAC insurance Premium 102' 00,0 issuance Cobts i-p Total $ r ter -9- f r SECURITY FOR THE BONDS AND SOURCE OF PAYMENT The Bonds will be limited obligations of the Issue); and will be payable solely from certain amounts payable by the society to the issuer under the Agreement and certain other available moneys specified in the Indenture (except to the extent paid out of moneys attributable to the proceeds derived from the sale of the Bonds and inoome from the investment thereof), under the Indenture, the Issuer will pledge and assign all of its right, title and interest in and to the Agreement and all revenues and receipts payable thereunder (other than certain indemnification rights and certain fees and expenses of the Issuer), to the Trustee for the benefit of the holders of the Bonds, Payment of the principal of and interest on the Series 1992 Bonds will be guaranteed by a municipal-bond insurance policy to be issued by AMBAC simultaneously with the delivery of the Series 1982 Bonds, The Bonds and the interest thereon will not'consti:ute an indebtedness of the Issuer or a loon of the credit thereof within the meaning of any constitutionalprovision or statutory limitation and shall never constitute not give rise to a peou- niary liability of, the issuer, Neither the State not an politioal subdivision thereof nor the Issuer shall he obigated to pay,the principal of, premium, if 'any, or interest on the Bonds or other costs incidental thereto except from the rove- nues and other amounts ppledged therefor, and neither the gen- eral;oredit nor the taxing power of the State or any political subdivision thereof or the Issuer is pledged to, the payment of the prinoipAli of0 premium, if aoyr or interest on tho;Bohds or " other costs incidental thereto, No Bondholder shall have the r~ right to demand payment of the'principal of, premium► if any,' and interest on the Bonds out of any funds to be raised by taxation, BOND INSURANCE AMBAC has oommitted to issue, effective ad±of the date,'on which :the 9aclss 1982 nonds are issued and deli'vrr.edj'a,polio yy { of insurance guaranteeing the payment, when due', of the prinoi- pal of and'inte,rest on the series 1982 Bonds, The insurance extends for,'the life of the Series 1982 Bonds and cannot bet cancelled by AMBAC, 1 r~r r ~ -10- t R ~t RoEerenoe is hereby made to the form of the AMBAC policy att;aohed as A,npendix B hereto for a description of the Bond- holders' rights thereunder, The following is necessarily a general description of the policy and, in all oases, the specific provisions of the policy govern, in the event any pportion of a payment of principal of and interest on the Bonds is not made when due, a claim may be submitted to AMBAC for payment of such amount, AMBAC is obligated to make payment of such unpaid amounts within ten days following submission of a claim, Payment is made by AMBAC to United States Trust Company of New York, as insurance Trus- tee, and is conditioned on reoeipt by the insurance Trustee of the londs and coupons for which AMBAC makes a claim payment, Upon disbursement of such payment by the insurance Truste^, AMBAC will become the owner of the surrendered bonds and coupons and will be fully subrogated to all the Bondholders rights to payment, The policy does not cover failure to pay prinoipal, except on its stated maturity date, without regard to redemption, acceleration or other advancement of maturity, and does not cover failure to pay interest except when the stated date for its payment has been reached, AMBAC is a New York domiciled insurance company, regulated by the Insuranoe.Department of the State of New Xua~k and lcensed in various states, with a total polioyholdt "r aurplus as of December 31, 1981 of $501249,499, The Departmoht'has promulgated regulations specifically designed for insuvers of municipal bonds which, among other things, ii',iit the.!,nsurer as to exposure on both a single risk and total risk basj,s, AMBAC is d subsidiary of MOIC Investment Corporation, a`fi►renoial holding company, THE BONDS deneral Description. The coupon Series 1982 Bonds will be dated as of March 1, 1482, and will bear interest from their date payable semian- nually on March 1 and September 1 of each yeArl commencing September 1, 1982, at,the rates and will mature in the amounts and on the dates set forth on the cover page of this Official Statement, Fully registered Series 1982 Bonds will be dated as of the March l or September l next preceding their date of issue or, if issued on a March l or september 1 as of such date, and shall bear interest payable semiannually from their date. The series 1982 Bonds will be issued as coupon Bonds in t -11- P P77 71~ the denomination of $5 000 each, registtoble as to principal onl and as fully reglstered Bonds in the denominations of $Sfho or any integral multiple thereof, Coupun series 1982 Bonds and fu ly registered series 1982 Bonds of the some issmo may be transferred or exchanged without cost except for any tax or governmental ol)trge required to be paid with respect to such exchange or trunefar, Principal of, premium, if any, and interest on the series 1982 Bonds will be payable at the principal corporate trust offioo of the Trustee, whbse address S8 set forth on the cover of thlt Offioial statement, except that interest on fully registered series 1982 Bonds is payable byy check or draft of the Trustee mailed to the registered owner thereof, Mandator Sinkin Fund Redem tion The serioa 1982 Bonds maturingy'un March 11 2004 are sub sot to redemption pursuant to th4.terms;of a mandatory aiming fund, as provided in the Too.ontura, by lot, in such manner as the Trustee may determine, at the principal amount thereof plus accrued interest to the redempption date'on,March 1 of the years sat forth in the table below in the principal amounts set forth below March 1 Prinoipal, r of the Year Amount 1997 $ 9$,000 ~I1998 i10'OkO 1999 12510,p~ 0 j 2000 1400'0 2001 16+ r 2002 1g0i000 2003 210,000 { 2004* 240,000 1 j'. nal maturity. ` I„ The principal amount of the series 1982 Bgnds to .be re- tired pursuant to the' sinking food shall, at tlse option of the Society, be reduced,by-the principal amount of!anyy such Series 1982 Bonds whibh at ieast forty-five (45) days prior _to 'said k; sinking fund redemption date, (1) have been delivered to the ` Trustee for oancellation, or (2) have been redeemed (otherwise -12. c than through the operation of the sinking fund) and cancelled 'Qy the Trustee and not theretofore applied as a credit against any sinking fund redemption obligation for such aeries 1982 Bonds, PZU nal Redem Lion will beesubjoot matuirinngholoneoorrAfter ~he1993 inverse order of their maturities, less than all of such series 1982 Bonds of a sin,)le maturity to be selected by lot in such manner as the Trustee may determine, on any interest payment date on or after March It 1992, at the redemption prices (expressed as percentages of principal amount) set forth in the table below, plus accrued interest to the redemption dates Redemetio, n Date Redemption Price March 1 , 1992 and September It 1992 1024% March 1 , 1993 and September 11 1993 lolls March 1 , 1994 and September 1, 1994 10100 March 1 , 1995 and September It 1995 10045 March 1 , 1996 and thereafter 10010 Extraordinary Optional Redemption Partial Redem tion. The series 1982 Bonds will be redeem- able in` part t e nverse order of their maturities, less than all of the Series 1992 Bonds of a single maturity to,bs :E selected by lot in such manner as the Trustea shall determine, on any interest payment date at one hnodred percent (1061) of the principal amount thereof plus ooorued interest to the redemption date# from the prooeeds,of any insurance or oondem- nation award resulting from"the damage or destruction of the Projector any portion thereof by fire or other casualty, or from the baking by condemnation by any governmental body or by any person, firm'or oorporation acting under governmental, authority, of title to or any interest in, or _the temporary use of, the°Projsct or Any portion thereof) provided, however, that the Societe shall furnish } certificat the to pothertiison suer of the and th Project so a damaged or destroyed or taken is not essential to the us$ or possession saion of the Project by the Society or that the Project haspbeen repaired, restored, modified or improved to enable the Project to operate as designed. r -13- f , 1 Redom t'000' n n Whole, The Series 1982 Bonds will be re. deems o n o X interest payment date at one hundred poroenh (1008) of the principal amount thereof plus accrued interest to the redemption date upon the exercise by the So- oisty of its option to prepay the amounts payable under the Agreement pursuant to the Agreement prior to the full payment of the Series 1982 Bonds (or provision for payment thereof having been made in accordance with the provisions of the indenture) if any of the following events shall have occurred; (a) The Project shall have been damaged or destroyed (i) to such extent that it cannot be reasonably restored within a period of six -(6) months to the condition thereof immediately preceding such damage or'dostruotion, or (ii) to suoh extent that the society is thereby prevented, in the SooietIS judgment, from carrying on its normal opera- tions at the Project for a period of six (6) months or more, or (iii) to such extent that the cost of restoration thereof would exceed the Net Proceeds (as defined in the Agreement) from the ineuranoe required under the Agreement. (b) Title to, or the temporary use for a period of six (6) months or more of, all or substantially all of the Project, or such part thereof as shall materially inter- fere, in the Society's judgment, with the operation of the Project for the purpose for which the project is designed, shall have been taken under the exeroise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority (including ouch a taking or takings as results in the society being thereby pprevented from carrying on its normal operations at the projeot for a period of six (6) months or more), (o) Changes which the Society cannot reasonably control or overcome in the eoonomio availability of mate- riala, supplies, labor, equipment and other properties and °a things necessary for the ePPioient operation, of the Proj- ect for the purpose contemplated by the Agreement shall have ooourred, or teohh6logioal or other changes shall have occurred which in the judgment of the Sootety render. L the continued operation of the project uneconomic for such purposes. t{, (d) As a result of any changes in the Constitution Of the State or the Constitution of the United States of America or of legislative or administrative action (whether state or federal or by final decree, judgment or order of any court or administrative body (whether state or federal) entered alter the contest thereof by the Society in good faith, the Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in the Agyreement, or unreasonable burdens or excessive liabilities shall have been imposed on the society in respect to the project, including, without limitation, federal, state or other ad valorem, property, income or other taxes not being imposed on the date of the Agreemcnt, which in the judgment of the Sooiety render the continued operation of the project uneconomic. otioe and Effect of Redem tion Any notice of call for redemption will be given (1) by publication at least twice (tho first publication at least thirty (30) days before the redemption date) in a newspaper or financial journal of general circulation published in the City of Minneapolis Minnesota, and (2) in case of redemption of Bonds at the t me registered as to principal (exoopt to bearer) or fully registered, by mailing (at least thirty (30) days before the redemption date) a copy of the redemption notice to each regwstered owner of a Bond to be 'redeemed. published notice need not be given if all such Bonds to be redeemed are at that time registered as to principal (except to bearer) or t fully registered, in no case, however, will the failure to give suc notice by'mailing, or any defeot therein, affect the vapidity, of any proceeding for the redemption of any Bond or portion thereof with respect to which no such failure has occurred, No further interest shall accrue on the principal of any Bond called for redemption after the redemption date if funds sufficient for such redemption have been deposited with the Trustee. All coupons for interest thereon maturing subsequent to such date shall be void. -15- II THE AGREEMENT The following is a summary of certain provisions of the Agreement, issuance of the Bonds pursuant to the Agreement, the Issuer agrees to issue the Bonds to provide funds for the payment of the Cost of Construo- tioo (as defined in the Agreement) of the ProJsot, and to deposit the proceeds therefrom with the Trustee, The Protect will be the property of the 8aciety, An amount equal to the accrued interost, if anyyt paid for the Bonds shall be deposited in the Bond fund, and $2iJ0,000 will be deposited in the Bond Reserve Fund, The balance of the proceeds from the sale of the Bonds, after paying issuance costs, shall be deposited in the Construction Fund, Pursuant to the terms of the Indenture, the Issuer has authorized and directed the Trustee to make payments from the Construction Fund to pay the Cost of Construction or to reimburse the Sooiety for any Cost of Construction paid by it upon reoeirit of requisitions as specified in the Agreement, In the event moneys in the Construction Fund are not sufficient to pay the Chst of Construction in full, the Society agrees to ; pay that portion of the cost of construction in excess of the moneys available therefor in the Construction Fund, Investment o£'"bond Fund Bond Reserve Fund an an trust on un oneye Any moneys held as a part of the Bond Fund, the Bond 4;. Reserve Fund, the Construction Fund or any other, fund shall be invested or re4nvested by the Trustee, to the, extent permitted by law, at the request of and as directed by a representative t: of the Society, in permitted investments as that term is. defined in the Agreement), The Trustee may make any and all such investments, through its own bond department or the bond ) department of any;bank or trust company under common control with the Trustee, All such investments shall at, all times be a part of the fund (the Bond Fund, the Construction Fund or such other fund, as the base may be) from which the moneys used to a'cduire such investments shall have come, and all income and profits on such investments ehall,be orbdited to, and losses thereon shall be charged against, such fund, except that income earned by the investment of moneys in the Bond Reserve Fund shall be deposited in the Bond FuOid. r+ r,! Term of Agreement and installment Pa ments The term of the Agreement shall commence as of March 11 1982 and, unlose sooner terminated as provided in the Agree- ment, shall expire on march 11 2004 or on the date that all of the Bonds and all fees and charges of the issuer, the Trustee and any paying agents have been fully paid or provision made for such payment, whichever is later. ` The society agrees to pay to the issuer during the term of the Agreement on or before the fifteenth (18th) day-of the month preceding any interest payment date for the Bonds, such being Maroh 1 and september 1 of eaoh year, commencing September 11 1982, or any other date fixed for the redemption of anyy or all of the Bonds pursuant to the indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the indenture, by depositing with the Trustee, a sum which, together with other moneys available therefor in the Bond rund, will enable the Trustee to pay the amount payable on such date as principal of (whether at maturity or, upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture, in addition, during the term of the Agreement, the society shall pay the reasonable fees and expenses of the Trustee and any paying agents and the reasonable expenses of the rssuer related to the issuance of the Bonds and incurred upon the written request of the society. The obligation of the society to make payments is absolute and unconditional, and in the event the sovietyy.should fail to make any payments, the item or installment so in default shall continue as an obligation of the society until the amount in default shall have been fully paid, and the sooi.ety agrees to pay the,same with interest thereon, to the extent permitted by law, from the date thereof at the Late Payment Rate (as defined in the Agreement) per annum. Taxes and Governmental and utility Charges The society agrees to pay or cause to be paid during the term of the Agreement all taxes and governmental charges of any kind lawfully assessed or levied upon the Project or any part thereof, or any interest therein or the revenues derived there- from or under the Agreement, all utility and other charges Erb -17. ~ r, Incurred in the o oration, maintenance, use, occupancy and upkeapp of the Project and all assessments and charges lawfully made by any governmental body for public improvements that may be seoured by a lien on the Project, provided that with respect to special assessments or other governmental charges that may i lawfully be paid in installments over a period of yyears, the Society shall be obligated to pay only such installments as are required to be paid during the term of the Agreement, The Society may, at the Society's expense and in the Sooloty'e name, in good faith contest any suoh taxes, assessments and other charges and, In the event of any such oontest, may permit the taxes, assessments or other charges so contested to remain unpaid duringg the period of such contest and any appeal there- from unless by nonpayment of any such items the Project or any essential part thereof will be subject to loss or forfeiture. Maintenance and Modification of Pro eot The Society agrees that at all times during the term of i the Agreement it will, at the Sooisty►s own expense, maia4tnin, preserve and keep the Project or cause the Project to be main- tained, preserved and kept with the a purtenanoes and every part and paroel thereof, in good repair, working order and condition, and that the Society will from time to time make or ' cause to be made all repairs, replacements and renewals deemed proper and necessary by it, rn addition, the Society shall remodelln the Projeat or making ave'the privilege of hsubstitut ons additions modif cations and improvements to the Project from time to time as the Society in its discretion, may deem to be desirable for the Sooiety's use for such pure pposes as are permitted by the Act, the costa of whioh remodel- ing substitutions, additions, modifications and improvements shad be paid b the sooiety, and the same shall be the prop- arty of the Society and included under the terms of the Agree ' meet as part of the Projeot~, provided that such remodeling, f substitutions, additions, modifications and improvements shall i`. not interfere with the construction of the project or in any way damage the'Projeat, and provided that the value of the ' Project after any such remedeling, substitutions, additions, modifications or improvements to the Project shall be not less s<, than the value,of the Project immediately prior 'thereto. The society will not »Rrmit`any mechanic's or other lien to be ,r established or 4,&Oin against the Project for labor or mate- rials furnished in connection with any remodeling, substitu- tionso additions, modifications, improvements, repairs, renew- • als or' replacements, provided that the Society may in good faith contest any such lien and not pay the same unless by such nonpayment the lien of the indenture as to the payments will be materially endangered or the Project or any part thereof will u be subject to loss or forfeiture. Ayk,_ -18- insurance The society agrees to insure or cause to be insured the pro act against loss or damage of the kinds usually insured against by companies similarly situated, byy means of policies issued byy reputable insurance aompanies duly qualified to do such busineas in the State with uniform standard coverage endorsement limited only as may be provided in the standard form of extended coverage endorsement at that time in use in the State, in amounts that are not less than the full insurable value (as that term is defined in the Agreement) of the Proj- ect and with sudh deduotible provisions as are customarily inouded by companies similarly situated, or at the option of the society any lesser amount which is equal to or greater than the amount of all of the Bonds then outstanding. Alternative-ured such underha blanket insuranceepolicyuor tolloio be covepro notrty only such property but other properties. Notwithatanding the foregoing paragraph, the society, at its election and with the written recommendation of an inaur- anoe consultant, may insure the Project partially or wholly by means of an adequate self-insurance program maintained out of its earnings, or in oonju);otion with other companies through an insurance trust or other arrangements. Financial Covenants Definitions "Consolidated" means consolidated in accordance with generally accepted accounting principles. "Current Ratio".means the ratio of consolidated current assets to consolidated current liabilities of the Soo'iety, as determined 3n accordance with generally accepted accounting principles. , "debt Servioe"'means, with respect to any period," the sum of (i) interest on 611 Tong Term Debt and (ii) principal retirements of all Long Term Debt, other than principal retirements to the extent financed with the proceeds of Long 'term Debt or by the application of deferred apartment entry fees. I "rnoome Available for Debt Service" for any period me aria the Consolidated exoeas of revenues over operating and non- i' } `19r s t M f ti operating expenson; (excluding extraordinary items) as deter mined in accordance with generally accepted booo4nt3ng prin- oiples plus amounts that have been deducted for (i) interest on Long Term Debt, (it) amortization of debt disoount and (iii) property retiremoot and depreciation, "Xndebtedness," means (i) all indebtedness, whether or not represented by bon0s, debentures, notes or other securities, for the repayment-S)f money borrowed, (ii) all deferred indbbt- ednese for tha payment of the purchase price of property or assets purohased, (iii) all guaranties,, endorsements, assump- tions_and other contingent obligations in respect of, or to `purchase or to otherwise acquires indebtedness of others and (iv) all indebtedness secured b nny mortgage, pledge or lien existing on property owned, subject to such mortgage, pledge or lien, whether or noi; indebtedness secured thereby shall have been assumed, less deposit funds, bond retirement t'vuds and i bond reserve funds pledged as collateral to Long Term Debt and restricted until final payment of such Long Term Debt, "Long Term Debt" means all indebtedness oreated, assumed or guaranteed by the Sooiety that matures by:its terms,,,or is renewable at the sold option of the Sooietyy to a date, more j, than one (1) year aftor the date of the original ordation assumption or guarantee of such indebtedness by the Society, "Maximum Annual Debt Servioe" means tho maximum amount of principal (whether by, maturity or by mandatory s,tnking fund i' ayments), excluding Nhe first maturity of the Bonds, and y nterest to become due on outstanding Bonds in any succeeding } fiscal year of the Society. "Undeppreoiated Assets" means the total assets set for,th'ua the Consolidated balance sheet of the Society, prepared in accordance with generally accepted accounting principles plus the amount of aooumula ed depreciation related to property shown on such balance sheet, less deposit funds, bond retire- ment funds and bond res6rve funds pledged as collateral to Long Term Debt and restricted until final payment of such Long Term Debt$ s i' Debt Limitation, The Society (inalu4ing any subsidiary) 011 not ncur any additional indebtedness if (i) the Sooiet'y is in default under the Agreement or (ii) the inour- rence of the debt would cause the society's Consolidated indebtedness to exceed sixty percent (601) of the Society's Uhdbpreoiated Assets, {r .20- r The Sooietyy furthor agrees that if at any time the Society's Consolidated indebtedness exceeds sixty percent, (601) of the Society's Undepreoiated Assets, the Sooisq will forth- with increase the amount deposited in the Bond Reserve Fund to two hundred peroent (200x) of the total amount required to pay the maximum principal (whether by maturity or by mandatory sinking fund payments), excluding the first maturity of the Bonds, and interest to become due on the then outstanding Bonds in any succeeding fiscal year and will maintain the Bond Re- serve Fund at that level until Society's Co,ioolidated indebted- ness is lose than sixty poreent'(601) of So'oiety's Undepreoi ated Assets, if at any time Society's Conaolidated indebted- ness exceeds seventy percent (70%) of suoh assets; 86oiery will forthwith increase the amount deposited in the Bond Reserve Fund to three hundred portent (3001) of such principal and interests if eighty percent (601), to four hundred perooAt (4001)1 and if ninety percent (901), to five hundred percent (5001), All such deposits are made expressly on the condition that they will be returned to the Society at suoh time that Indebtedness is, loss than sixty percent (601) of Undepreoiated Assets, In the event the Society complies with this require- ment to increase the funding of the Bond Reserve Fund, the failure to maintain the ratio required by the Agreement shall not be deemed an Event of Default under the Agreement. Debt Semite Cover_ age. The Societ agrees to fix, charge and collect, au eot to applicable requirements or restrictions imposed by law, suoh rates, fees and charges for the use of and for the services and products furnished or to be furnished by the Society as will be sufficient in each fiscal year to produce Intomo Available for Debt service equal to at least one hundred fifteen percent (1151) of the total Debt Service of the Society for that fiscal year, if the income Available for Debt Service is lose than one hundred fift4on poro9nt (1151) of the Debt Service for two (2) successive fiscal years, the society agrees to increase the amount deposited in the Bond Reserve Fund to two hundred percent (2001) of the Maximum Annual Debt Service and to maintain the Bond Rosorve fund at that level until the Sooietyte Yncomo Available for Debt Seeviae has been equal to at least one hundred fifteen percent (1151) of its Debt Service for a fiscal year, All such deposits are made expressly on the condition that they will be returned to the Society at such tim that inoome Available for Debt Service has been equal to at least one hundred fifteen' percent (1151) of Debt Service for a fiscal year, in the event the Society complies with this requirement, the failure to produce the income Available for Debt Service required by the Agreement shall not be doenmed an Event of Default under the Agreement, -21- 2i ti' Current Ratic'xest, The society agrees that until' March , 190 , It will maintain a current ratio which equals or exceeds 1,02 to 1,00 as of each December 31 and June 30, 'The current ratio shall be determined by the'division of Consoli- dated current assets (determined in accordance with generallyy accepted acoounting principles) by consolidated current liabil- ities (determined in accordance with generally accepted accounting principles), if the current ratio is lower than 1,02 on any such Docember 31 or June 300 the Society shall pay into the Bond Fund, forthwith upon a written request by AMBAC, an amount equal to the principal amount of Bonds maturing on March 1, 1984, divided by the number of years remaining between the date of the deficiency and March 1, 1984 (`a fraotion of a year counting as one whole year)t provided that society shall not be required to deposit an aggregate amount greater than the total principal amount of Bonds maturing on March 1, 1984, Damage, Destruction and Condemnation Unless the 0ooiety shall have exercised its option to prepay the amounts payable under the Agreement pursuant to certain provisions of the Agreement (see "THE AGREEMENT--Op- tions and Obligations to Prepay" herein), if the project or any portion thereof is destroyed in whole or in part or is damaged by fire or other oasualty, or title to or any interest in, or the temporary use of, the Project or any portion thereof shall be taken under the exercise of the power of eminent domain, the society shall be obligated to continue to pay the amounts specified in the Agreement, prior to the Completion Date, the issuer, the Trustee and the SOoiety will cause the Net Proooeds (as defined in the Agreement) of any insurance or condemnation award resulting from any such events to be deposited in the Constr'uotion Fund and to be disbursed therefrom as provided in the. Agreement and the indenture, Subsequent to the Completion Date, the Issuer, the Trustee and the Society will cause the Net proceeds of any insurance or any oondemnation Award from any of the foregoing events to be deposited in a separate trust Fund, All Net Proceeds so deposited shill be applied in one or move of the following ways, as elected by the Society in a written notice to the issuer and the Trustees (a) To the prompt repair, restoration, modification or improvement of the Project by the Society) or -22. (b) To the redemption of the sonde on the next succeeding redemption date as specified in a written notice by the society to the Trustee provided that no art of the Net Proceeds may be appl~ed for suoh redemp- fion unless (1) all of the sonde are to be redeemed in accordance with the indenture upon the prepayment of the amounts payable under the Agreement pursuant to ' the Agreement, or (ii) if less than all of the Bonds are to be redeemed, the Society shall furni-h to the Issuer and the Trustee an acceptable oertif'~dte stating (A) that the portion of the Project that was damaged or destroyed or was taken by each condemnation proceed- ings'is not essential to the use or ppossession of the Project by the Society or (B) that the Project has been repaired, restored, modified or improved to enable the Project to operate as designed. In the event the Net Proceeds are insufficient, the So- oiety will nonetheless complete the work and will pay any cost in excess of the amount of the Net Proceeds. Any balance of the Net Proceeds deppoeited in the separate trust fund and remaining after the repair, restoration, odift- oation or improvement has been oomppleted shall be transferred to the Bond Pond for pa ment of principal and interest, or if the Bonds have been fully paid ((or provisions for payment thereof have been made in aooordanoe with the provisions of the Indenture), the balance shall be paid to the Society. Additional covenants of the CompanX The Society covenants as followst (a) The Society shall furnish or cause to be fur- nished to the Trustee, Underwriter, Issuer and AMBAC the following informations (i) within cne hundred eighty (100) days after the end of the preceding fiscal year, an audit report covering the operations of the Society, which in- eludes the balance sheet of the Society and the related statements of income and changes "in `financial position for the year ended that date, certified by recognised independent public accountants. -23- i; (ii) Upon request, copies of all such regular or periodio reports, which are available for publio tgappeotion which the society may be required to file with any federal or state department, bureau,oommis- sion or agency, (iii) Within thirty (30) days after the and of the preceding month, unaudited balance sheets and income statements for the society and the Denton oood Samaritan Potirement village, (b) The Society agrees that during the term of the Agreement it will maintain its nonprofit corporate exist- enoe, will continue to be a nonprofit corporation quali- fied to transact business and in good standing in the State, will not dissolve or otherwise dispose of all or substant,all y all of.its assets and will not consolidate E, with or 1Aergge'into another legal entity or permit one or V more otMsr leggal entities to consolidate' with or merge I into`'it, irovided that the society may, without violating the EOreggo.ing, consolidate with or merge into another legal onf~aty, or permit one or more legal entities to consolidate with or merge into it, or sell or otherwise transfer to another suoh legal entity all or substantially all of its assets as an entirety and thereafter dissolve, provided ;(i) that the surviving, resulting ur transferee legal entity, as tihe case may be, shall be a legal entity organized and existing-under the laws of one of the states of the United States of America, shall be qualified to do business in the State, shall have a net worth immediately subsequent to such acquisition, consolidation or merger at least equal.to'that of the Society immediately prior to such acquisition, consolidation or merger, and shall assume in writing all of the obligations of the Society under the Agreement, in which event the issuer shall release in writinVe concurrently with and contingent upon such assumption, the Society from all liability under the Agreement's (ii) that such merger, consolidation or trans- r.gor will not affeot the tax-exempt status of the interest ' h the sondsl and (III) that prior to such sale, transfer, , consolidation or merger the Trustee shall be furnisht~ a carti`ficate from the chief financial officer of the gocioty or his deputy,stating that in the opinion of such ' off¢cer none of the covenants dontained,in the Agreement r, will`be violated ae'a result of such transfer, consolidation or merger, (o) The Society has agreed not to encumber, mortgage ' or pledge the Projeot, Y -24- Assignment and Leasing The Agreement may be assigned and the Project leased, as a whole or in part, by the society without the necessity of obtaining the consent of either the lesser or the Trustee, sub eat, however, to each of the followin oonditionst (i) no assignment or lease shall relieve the Society from primary liability for any obligations under the Agreement, and in the event of any such assignment the Society shall continue to remain primarily liable for payment of the amounts specified in the Agreement and for performance and observance of the other agreements on its part provided to be performed and observed by the Society to the same extent as though no assignment or lease had been made! (ii) the assignee or lessee O all assume the obliggations of the Society under the Agreement to the extent of the interest assigned or leasedl and (iii) the Society shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to the issuer and the Trustee a true and complete copy of each assignment, assumption of obligation or lease, as the case may be. Defaults The Agreement provides that any one or more of tho following events will constitute an "event of default"s (a) Failure by the Society to pay the amounts required to be paid under the Agyreement at the times speotfied therein and oontinuation of said failure for the lesser of (i) a period of four (4) Business Days (as defined in the Agreement) after notice from the Trustee or (ii) until an interest payment date on the Handal (b) Failure by the Society to observe and perform + any covenant, condition or agreement on its part to be observed or performed, other than as referred to in paragraph (a) above, for a period of thirty (30) days after written notice, specifying such failure and re- questing that it be remedied, shall have been given to ' the Sooiety by the Yesuer or the Trustee unless the ' Xssuer and the Trustee shall agree in waling to an extension of suoh time prior to its exppirationj pro- vided, however, if the failure stated in the notice { cannot be oorreoted within the applicable period, the issuer and the Trustee will not unreasonably withhold their consen,. to an extension of suoh time if corrective action is instAiuted by the Society within the applio able period and diligently pursued until the default is corrected) -25- u (o) certain events of bankruptcy, dissolution, liquidation or reorganization by the Socistyl and (d) Any default under the Indenture, The Society will not be doomed to be in default under para- graph (b) above if due to force ma cure, as defined in the Agreement, it is unable in whoFe or n part to carry out any agreement in the Agreement, other than the agreement to pay taxes and other governmental charges, to carry insurance and to maintain the Project, Remedies r` Wht,never an event of default shall have happened and be continuing, the Trustee, or the issuer with the written consent of the Trustee, may take one or any combination of the following remedial stepsr (a) B written notice to the Society, declare an amount equal to all amounts then due and payable on the Bonds, whether by acceleration of maturity (as provided in the Indenture).or otherwise, t0 be immediately due and payable as liquidated damages and not as a penaltyp (b) have reasonable access to and inspect, examine and make copies of the books and rapords and any and all accounts, data and income tax and other tax returns of the society during regular business hours of the Society if reasonably necessary in the opinipn of the Trusteel or (o) Take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due or to enforce perfonmanpo and observance of any obligation, agreement or covenant of the Society under the Agreemant, Any amounts collected pursuant to action taken upon the r. happening of an event of default shall be paid into the Bond F, Fund. options and obligations to pr,apa i.. The Society shall have the option to prepay the amounts payable under the Agreement upon the ocourrenoe,,of any of the events described under the caption "THE BONDS--Extraordinary Optional Redemption" herein, in addition, the Society shall have the obligation to prepay the amounts payable under the { : .26.. Agreement upon the ooourrenoo of any event described under the caption "THE BONDS--Extraordinary Mandatory Redemption" herein, in such a case the prepayment amount shall be the sum of the following$ (a) An amount of money whioh, when added to the amounts on deposit in the Bond Fund, the Bond Reserve Fund and any other funds held by the Trustee pursuans to the indenture for the benefit of the society, will be sufficient to pay, retire and redeem all the outstanding Bonds on the earliest possible redemption date after notice as provided in the Indenture, inoluding, without limitation, principal, all interest to aoorue to said redemption date, redemption premium, if any, and expenses; plus (b) An amount of money equal to the Trusteets and paying agents' fees and expenses under the indenture accrued and to accrue until such final payment and redemption of the Bonds, plus (c) An amount of money equal to the issuer's fees and expenses under the Agreement accrued and to aoorue until such final payment and redemption of the Bonds, Amendmentnt Changes and Modifications Except as otherwise provided in the Agreement ot` in the indenture, no amendment, change or modifioat,ion`of the Agree- ment is permissible without the written consent of the Trus- tee, Pursuant to the provisions of the indenture, the con- sent of the holders of at least two-thirds (2/3 of the principal amount of all Bonds then outstanding is also re- quired for any euoh amendment, change or modification of the Agreement or any waiver of or extension of the time within which the Society must perform any obligation under the i Agreement, euoept for amendments, changes or molt ioations required (i) by, the provisions of,the Agreement or the inden- ture, (it) for the purpose of curing any ambiguity or formal defect or omission in the Agreement, (iii) to moire precisely identify the-Projector substitute or add additional improve manta or equippment to the Fro eot or to add addi.ti'onal rights b, or interests in property acquired in aooordanoe;with the, g< provisions of the Agreement, (iv) to enter,into an indenture or indentures supplemental to the indenture as provided in the indenture or (v) in connection with any other change which, in the judgment of the Trustee, is not to the preju- dice of the Trustee or the holders of the Bonds, However, S` -27- the consent of the holders of all Bonds outstanding +e re- quired for any amendment, change ~)r modification of the Agreement that would pdrmit the termination or cancellation of the Agreement or a'reduction `in or a postponement of the payments under the Agreement or any change in the provisions relating to the payment therefor, THE INDENTURE , The following is a summary of certain provisions of the Indenture. Assignment and Seourit Pursuant to the ]indenture, the Issuerls interest in the. Agreement and all amounts payable by the Society to the issuer under the Agreement (other than certain indemnification rights and certain fees and expenses of the IsAuer) aro assigned to the Trustee by the Issuer to secure the payment of'the princi- pal of and premium, if any, and interest on the Bonds. A lioation of Bond Fund The Bond Fund, into which the payments made pur/;Pant to the Agreement and certain other amounts specified to the Inden- ture will be deposited, will be maintained with the Trustee. Moneys in the Bond Fund shall be used solely for the payment of w the principal of, premium, if any, and interest on tho Bonds and for the redemption of the Bonds prior to maturity. A lioation of Bond Reserve Fund A deposit of $270,000 will be made from the proceeds of F. the Series 1982 Bonds into the Bond Reserve Fund. The Bond Reserve Fund will be maintained with the Trustee, and the moneys therein shall be used only to make up any deficiencies in the Bond Fund on any interest payment date to pay the prin» oipal of, premium, if any, and interest on the Bonds, Investment Any moneys held as port of the Bond Fund, the Bond Reserve Fund or the Construction and shall be invested and reinvested as provided in the Agreement, (See the caption "THE AGRLR- MENT«»investment'of Bond Fund, Bond Reserve Fund and Construc- tion Fund Moneys" herein.) fH i "Jy ~»28- <I } a Discharge of Lien The lien of the Indenture shall be discharged ifs (a) The principal of, premium, if any, ani interest due or to become due on the Bonds at the times and in the manner stipulated therein have been paid or provision for payment has otherwise been made to or for the holders and owners of the Bonds and the coupons1 (b) There shall be no default in any of the cove- nants and promises in the Bonds and in the Indentured and (c) The issuer shall cause to be paid to the True- tee and any paying agents all sums of money due or to become due according to the provisions of vhe Indenture, Any Bond shall be deemed to be paid when (a) payment of the principal of and the applicable premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or uppon redemption as provided in the indenture), either (i) shall have been made or caused to be made in accordance with the terme•thereof, or (ii) shall have been provided by irrevooably depositing with the Trustee, in trust and set aside exclusively ?or such payment, (1) moneys sufficient to make each payment and/or (2) noncall- able Governmental obligations, maturity as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment, and (b) all necessary and proper fees, compensation and expenses of the Trustee pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the Trustee's Satisfaction. At such time us a Bond shall be deemed to be paid as aforesaid, it shall no longer be secured by or entitled to the benefits of the Inden- ture, except for the purposes of any such payment from such moneys or governmental obligations. Notwithstanding the foregoingg► no deposit under clause (a)(ii) of the immediately ppreceding paragraph shalt be deemed a payment of such Bonds untiIs (a) proper notice of redemption of Such Bonds shall have been previously given in aooordaiioe with the Indenture, or in the event said Bonds are not b their terms subject to redemption within the next succeeding sixty (60)-days, until the Society shall have given the Trustee on behalf of the issuer in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as practioable, the holders or owners of the Bonds and the holders of the coupons ..29- apppertaining to the ooopon Bonds, in accordance with the re. quirements of the indenture, that the deposit required by (a)(ii) above has been,made with the Trustee and that said sonde and coupons are deemed to have been paid and stating the maturity or redemption date upon which moneys are to be avail- able for the payyment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest there- on to the due date thereoft or (b) the maturity of such Bonds. The Issuer and the Trustee have agreed that no deposit will be made or accepted hereunder and no use made of any such deposit which would cause the Bonda to be treated as arbitrage bonds within the meaning of section 103(0)(2) of the Code. "Governmental obligations" shall mean any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested there- ins (i) direct general obligations of, or obliggations the payment of the principal of and interest on which are uncondi- tionally guaranteed by, the United states of Amerioat (41) bonds, debentures or notes issued by any of the foll,)wing federal agenoiest Banks for Coopperatives, Federal Land Banks or Federal National Mortgagge Association (including Participation Certificates and Pederal Farm Credit Banks Consolidated System- wide Sonde)$ or (iii) Public Housing Sonde, Temporary Notes or Preliminary Loan Notes fully secured by contracts with the United States of America. Defaults and'Remedies Any of the following events will constitute an "svent of Default" under the indentures (1) Default in the due and punctual payment of interest on any Bond; (2) Defau.1t in the due and punctual payment of the principal of, or premium,;,if any, on any Bond, whether at the stated maturity thereot,j or upon proceedings for redemption thereof, or upon the maturity thereof by decla- rations Q) Default in the performance or observance of any other"of the covenants, Agreements or conditions on the part of the.Yssuer contained in the Indenture or in the Bonds and failure to remedy the same after notice as 1 provided in the Indenture) or .30- f.. i~ 4•x+,1 ' (4) The occurrence of an "event of default" under the Agreement. (See the caption "THE AGREEMENT--Defaults" herein,) During the continuation of an event of default the Trustee may, and upon the written request of the holders of not less than twenty-five percent (258) in aggregate principal amount of the Bonds then outstanding shall, by notice in writing deliv- ered to the rssuer and the Sooiety, declare the principal of all Bonds then outstanding and the interest accrued thereon to be immediately' due and payable provided, however, that no such acceleration shall be permitted unless AMBAC has given its prior written approval or the AMBAC insurance policy is no longer in effect. Upon any declaration of acceleration the issuer and the 'Trustee shall immediately declare an amount equal to all amounts then due and payable on the Bonds to be immediately due and payable tinder the Agreement. The Trustee may also or As an alternative pursue any available remedy' by suit at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Bonds then outstanding, Waiver of Event of Default The Trustee may at its discretion waive any event of default under the indenture and its consequences and rescind any declaration of acceleration, and shall do so upon the written request of the holders of (i) more than sixty-six and two-thirds percent (66-2/38) in aggregate principal amount of all the Bonds then outstanding in respect of which default in the payment of principal or interest, or both, exists or (2)' more than sixty-six and two-thirds percent (66-2/38) in agg:,e- gate principal amount of all Bonds then outstanding in the°oase l of any other defaultt provided, however, that there may not be I waived any default,in the payment of the principal of or inter- est on any outstanding BondA unless prior to such waiver or rescission all arrklgrs of principal and interest (other than principal of or int rest on the Bonds whioll becomo.du• and ' payable by declaration of acceleration), both, to'thelextent permitted by law, wth interest at the rate payment hate (aa defined in the Indenture) per annum on overdue installments, and all expenses of the Trustee LA oonneotion with suoh event of default shall have been paid or provided for, in case of any such waiver or resoission, or in case any proceeding taken by the Trustee on acoount of any suoh default shall have been 1 disoontinued or abandoned or determined adversely, then and in every such,oase, the'rssuer, the Trustee and the holders of the 5,. -31- i Bonds shall be restored to their former positions and rights under the indenture, respeotively, but no such waiver or rescission shall extend to any subsequent or other default or impair any right consequent thereon, Supplemental Indentures The Issuer and the Trustee may enter into indentures supplemental to the indenture without the approval of the hollders of the Bonds for any one or more of the following purposes: (1) To oure any ambiguity or formal defect or omis.• sion in the Indenture; (2) To grant to or confer upon tho Trustee for the benefit of the holders of the Bonds any additional rights, remedies, powers or authorities that may lawfully be granted to or oonferred upon the holders of the Bonds or the Tru$teel (3) To subject to the Indenture additional revenues, properties or collateral] (4) To modifv, aieend or supplement the indenture or any indenture supp.6,mental thereto in such manner as to permit the qualification thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute then in effect or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United'States of Ameridal or (5) To evidence the appointment: of a separate Trus- tee or a Co-Trustee or the suooession of a new Trustee or paying agent under the indenture. Exclusive of supplemental indentures for the purposes set forth in the previous paragraph, the consent of the holders of not lose than two-thirds (2/3) in aggregate principal amount of the Bonds then outstanding is required to approve any supple- mental indenture, except that no supplemental indentures shall permit without the consent of the holders or all Londs out- standing (1) an extension of the maturity of the principal of or the interest on any Bond issued under the indenture, (2) a reduction in the principal amount of, or redemption Teemium on, any Bond or the rate of interest thereon, (3) a'privloge or priority of any Bond or Bonds over any other Bond or Bonds, (4) a reduution in the aggregate principal amount of the Bonds -32- y. required for Oonsent to such supplemental indentures or any modification or waiver of the provisions of the Agreement, (5) the creation of, any lien ranking prior to or on a parity with the lien of the indenture, or any part thereofe except as permitted by tho Indenture, or (6) the deprivation of the holder of any outstanding Bond of the lien of the Indenture. No supplomental indenture will become effective unless and until the Aooiety and AMBAC shall have consented to the exe- cution and delivery thereof. UNDERWRITING Dougherty,,, Dawkins, Strand & Yost incorporated, the under- writer, has agreed to purchase the Series 1982 Bonds from the Issuer under '.a Bond Purchase Agreement at a purchase prioo of $ , plus Accrued interest to the date of delivery of the ar es 1982 sends. The underwriter is committed to take and pay for all of the Series 1982 sonde if any are taken. The Series 1982 Bonds are being o9fered for sale to the public at the prices 'shown on the cover of this official. Statement. Conoessionsfrom the initial price may be allowed to selected dealers and,staoial purchasers. The S6alelty has agreed to indemnifyy the issuer and the underwriter against certain civil liabilities, including car- tain liabilities under thtA federal securities laws. TAX EXEMPTION in the opinion of MgCallf Parkhurst & Horton Bond'Coun- sel, under the laws, regulations, rulings and odloial deoi alone existing on the date of the original delivery of the Series 1982 Bonds, interest on the Series 1982 Bonds is exempt from all present federal income taxation, LITIGATION There is not now pending or, to the kn&kkledgd of the issuer, threatened any litigation restraining or en?oj,ning the issuance or delivery of the series 1982 Bonds or queuLioning or Y affecting the validity of the series 1982 Bonds or the proceed- ings or authority under which they are to be Assued, Thera is;' no litigation pending or, to its knowledge, threatened, which t: in any manner questions the right of the is to enter into the indenture or the Agreement or to secure the sonde in the mariner provided in the Indenture. x -33- 4 RATING i Standard & Poor's corporation has given the series 1982 Bonds the rating of " on the understanding that the Honda will he insured by AMWO upon their issuance, Such rating reflects only the view of suoh organization and an explanation of the significance of such rating may be obtained from Stand- ard G Poor's corporation, 25 Broadway, New York, New York 16014, telephone (212) 248-2525, There is no assurance that such rating will continue for any given period of time or that i!;, will not be revised downward or withdrawn entirely by suoh rating agenoy, if in the judgment of such rating agency ciroum- stances so warrant, Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Series 1982 Bonds, APPROVAL OF LEGAL PROCEEDINGS Legal matters incident to the authorization and issuance by 0a Issuer of the Bonds and with regard to the tax-exempt status thereof are subject to the unqualified approving opinion of Mocal.l Parkhurst &'Horton, Bond Counsel, CoppLee of such opinion w~11 be available at the time of the deNvery,of the Bonds, McCall, Parkhurst & Horton was not engaged for the pgvpose of preparing this official Statement and such firm has not 'assumed any responsibility with respect hereto or under- taken to verify any of the information contained herein, The legal fees to be ppaid to Bond Counsel for services rendered in ,connection with the Bonds are contingent on the sale and delivery of the Bonds, Certain legal matters will be passed upon for; the Society by Christopherson, Bailin & Anderson, as counsel for the Society, for the Issuer by McCall, Parkhurst & riorton, as Counsel for the Issuer, and for the Underwriter by Kutak Pock & Huie, as Counsel for the Underwriter. The distribution of this official Statement has been duly authorized by the issuer and the Society. -34. APPENDIX A THE Es V* LUTHERAN GOOD SAMARITAN SOCIETY CONTENTS OF APPENDIX A I'mo The Society A•2 Capitalization A-3 Statement of Revenues and Expenses A•3 Interim Financial Data Ad Management's Discussion and Analysis of the Statement of Revanues and Expenses A•6 Operations A-8 Risks Inherent In the Health Care Industry A41 !ti Properties . O A-18 Expamion Policy and Plans A-14 Management A•15 Litigation A•16 A•16 Experts . L 1 i M A.1 THE SOCIETY 'Cho Rv. Lutheran aood Samaritan Society (the "Society") to a nonprofit corporation, founded In 1922 under the laws of the State of North Dakota. The Society Is engaged primarily hi operating nursing homes and also operates other health care facilities and residential facilities for the olderly, mostly In conjunotion with nursing home facilities. Revenues from nursing home operations (excluding residential facilities operated In conjunction with nursing homes) constituted more than DO% of the Society's operating revenues for each of he'five years ended December 31, 1981, An of December 31, 1981, the Society owned 170 health care and other facilities, managed 19 health care and other facilities owned by others, and leased and operated four health care facilities. In 20 stales The Society's membership consists of O the mambers of the Board of Directors of the Society, (11) certain managerial employees of the Society, and (Ili) Interested Lutherans and Christian spouses of members who apply for mombership. The membership elects the 15 members of the Board of Directors, nine of whom are not employees of the Society and six of whom ore administrators of Society facilities. All must be Lutheran. `rho directors are limited to two consecutive 3-year terms each and five are ' elected each year, Annual meetings are held by the Society's membership, generally In August. Regular meetings of the Board of Directors are held six times a year, (See the section entitled "Management.") In 1970 several members of the Society formed a new nonprofit corporation named Qood Samaritan Socloty, Ino,, which engages In the development of federallyasetsted low-income housing projects, Although this corporation has the same directorsap the Society It is not a parent or subsidiary of the Societyl the Society has no liability for Its debts, although the Society has advanced approximately $36,000 as of December 31, 1981, The Society is not formally affiliated with any religious denomination and does not have formal financial connections with any religious denomination, Among the donations the Society receives each year are gifts from various churches and other religious organizations. i The table below sets forth the health care facilities, residential complexes and other facilities owned, managed and leased by the Society as of December 31, 1981; Society Faoillties Boys 4 Nursing gedd"flal atria Total Homes Complexes! Heroes Loft lau' Owned 163 40 6 170 Managed 17 4 19 Leased 4 _ - -4 Totals 184 4444 ~6 193 h~ *Except for two managed and two owned residential complexes, all have common locations with nursing homes, The nursing homes operated by the Society provide long-term health care and convalescent facilities for In-patient adults, Including those who are admitted as an intermediate step after Hospitalization and Wore returning to their homes, Admission is ordinarily under the supervision of the patient's personal physician, Charges for services normally consist of a per diem room rate, Such charges are reimbursed to the Soolety by governmental programs, including Medicaid, Medicare and other governmental programs for approximately half the present patients of the Society, The Society's executive offices are located at 1000 West Avenue North, Sioux Falls, South Dakota 67104, and Its telephone number is (1106) 33&2998, A-2 CAPITALIZATION The capitallzatlon of tho Soolety as of November 80, 1881, and as adjusted to refleot debt incurred subsequent to that date and the issuance of the Bonds offered hereby is as follows; As of November 30, As 1981 AdJ"04 (1n tbous"di) On thOWAVde) Short-term notes payable . . . . . . . . . . . 1111'1,11,1 "I, 2 2 Long-term debt (Including current maturitieW Mortgage notes $ 28,131 $ 2841$1 Mortgage bonds and capitalized leases 88,054 188,954 Other secured notes 2,397 2,387 Unsecured notes payable 5,749 8,749 Bonds offered hereby 2.900 Total long-term debt 24 331 138131 Fund Balances 82 7 9 82 *For the tango of Interest rates, terms and maturities of long-term debt as of December 31, 1980, see Note (7) of Notes to Finanoial Statements, STATEMENT OF REVENUES A" EXPENSHJ The following statements of revenues and expenses of the Society have been examined by Henry Scholten & Company, certified public accountants, and should be read in conjunction with the accompanying financial statements of the Soclety as of December 31, 1979 and 1980, Included elsewhere herein. In the opinion of management of the Soolety, this statament of revenues and expenses presents fairly the results of operations of the Society in conformity with generally accepted accounting prinotples applied on a consistent baste. r Revenues and Expenses (In Thousands) Yar B44 December 31 1976 1977 1678 1970 1686 Operating Revenues . . $78,067 $90,688 $104,492 $121,419 $141,685 Operating Expenses Administrative . . . . . . . . . 10,888 12,393 16,142 17,648 20,891 Nureing . . . . . . . 28,411 32,894 384f6 62,423 Laundry-Housekeeping 61843 81358 7,609 1JAI6 IM38 Dietary .o 14,219 181012 18,658 21,459 24,749 Plant Operation and Maintenance 6,9fi0 81941 81002 90•441 11,710 Depreciation 4,271 41877 5,168 64916 8,932 Interest 6,510 6,429 6,420 7,431 81989 Other Operating Expenses 1,491 1,676 1,967 2,240 2, 86 Total Operating Expenses E& W 1 7 578 10131 117 $138,467 Excess of Operating Revenues Over Operating Expenses 1,876 3,007 31173 3,871 3,098 Non-Operating Revenue Unrestricted Gifts . . 386 607 526 415 941 Other Income, Net . . . 441 612 72 1,328 1,968 Excess of Revenues Over Expenses L& L2 4 1 U6412 L6_I4 Ratio of Earn ings to Mxed Charges'" , ~ 1%46 1.6 1.70 ~ 1,760 *t<or purposes of the ratio of tam Ingo to fixed charges, "earnings" consist of the excess of revenues over expenses plus fixed charges; fixed charges represent Interest expense with no provision made for equipment rental expense since management believes such rental is Immaterial. INTERIM FINANCIAL DATA Interim financial data of the Society for the eleven months ended November 30,1981 is presented below, 'rho figures are unaudited but, In the opinion of management of the Society, the statement of revenues and expenses presents fairly the results of operations of the Society in conformity with generally accepted accounting principles, applied on a consistent basis with the accompanying finanwial statements of the Society as of December 31, 1979 and 1980, except as to certain classifications of operating revenues, operating expenses and non-operating revenues. Interim Operating Results (Unaudited) (In 't'housands) two Months 9"W N~~W 30, 1661 Total Operating Revenues $147,286 Total Operating Expense! 143,810 Non-Operating Revenue ..................r.......,....,,.....,,. 2,637 Excese of Revenues over Expenses . i Results for the eleven months ended November 30, 1981, are not necessarily Indicative of the results which may be achieved for the year ending December 31, 1981, A•4 'rho condensed balance shoot of the Society as of November 30, 1981, is presented below, The figures are unaudited but, In the opinlDn of tho management of the Society, present fairly the financial position of the Society in conformity with generally accepted accounting principles. Condensed 13e,lance Sheet (Unaudited) As of November 30, 1981 (In Thousands) Assets , MAW W" and Fund Bslgn¢es Current portion of Long-Term Cash $ 18,643 Debt and Short-Term Debt . , $ 8,891 Accounts Revolvable 9,144 Accounta Pa able 3,890 inventory 2,380 Accruals and Other Current Other Current Assets 470 Liabilities 11,743 Property (Net of Long•Torm Debt 117,734 Accumulated Depreciation) 1881138 Deferred Apartment Entry Fees 2,948 Deferred and Other Assets 10,237 Fund Balances 62,779 Total Liabilities and Total Assets 2882 Fund Balances 2 8 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OV THE STATEMENT OF REVENUES AND EXPENSES' t` 1 Year Ended 1977 For the year ended December 31,1977, operating revenues Increased 16.0% as compared to 1978. This increase In operating revenues was due to; (a) an increase In the average daily operating revenue from $16,44 during 1976 to $17,22 during 1977, an increase of 1L8%1 (b) an inores" in the total number of resident days from approximately 4;086,000 in 1978 to approximately 6,262,000 In 1977, an increase of 4,11'16; and (o) an increase In the occupanoy rate from 84,1% In 1976 to 87,2% in 1977, Operating expenses increased 46%, principally from substantial Increases in salary and employee benefit coats, increases in the number of employees due to more residents and government requirements for staffing, and Increases in the coat of supplies. Total other income, Including unrestricted gifts, Increased from $826,000 in 1976 to $1,119,000 in 1977. The two largest sources of this additional income were gifts and interest income. Year Ended 1978 Por the year ended December 31, 1978, operating revenues increased 18,4% as compared to the year ended December 31, 1977. This Increase In operating revenues was due to; (a) an Increase in the average dally operating revenue from'$17.22 during 1977 to $19.64 during 1978, an Increase of 13,81%, and (b) an Increase in the total number of resident days from approximately 6,262,000 In 1977 to approximately 6,347,000 in 1978, an lnorease of 1,6°In. Operating expenses increased' 18.711o. These Increases resulted principally from the substantial Inoreases In salary and employee benefit costs. Total other income rose $178,000 from $1,119,000 in 1977 to $1,297,000 in the year ended December 31, 1978. The two largest soltrcee of this additional Income were gifts (including unrestricted gifts) and interest Income, which rwie $19,000 wid $202,000, respectively, during the year, Year Ended 1979 For the year ended December 81, 1979, operating revenues increased 18,2% as compared to the f,ieer ended December 31, 1078, This Increase In operating revenues was due to: (a) an Increase in the avorag9'dally operating revenue from $19.84 during 1978 to $21,61 during 1979, an increase of 10.6%, A•8 and (b) an Increase in the total number of resident days from approximately 6,347,409 in 1978 to approximately 6,018,000 in 1979, an Increase of 6,1% Operating expenses Increased 16%, These Increases resulted principally from the substantial Increases in salary and employee benefit costs. 'Tots] other Income rose $446,000, from $1,297,000 in 1978 to $1,743,004 in the year ended December $1, 1979, The largest source of this additional Income was Investment Income, which rose $386,000 during the year, Year Ended 1980 For the year ended December 31, 1980, operating revenues Increased 16.6% as compared to the year ended December 31, 1979, This Increase In operating revenues was due tw (a) an Increase in the average daily operating revenue from $21,81 during 1979 to $24,12 during 1980, an lnoreaao of 11,090, and (b) au Increase in the total number of resident days from approximately 6,618,000 In 1979 to approximately 6,869,000 In 1980, an Increase of 4,6%, Operating expenses Increased 17,8%, These Increases resulted principally from Increases In salaries and the cools of food, supplies and utilities, Total other Income rose $1,10000; from $1,743,000 In 1079 to $2,909,000 In the year ended December 31, 1980. The largest sources of this additional income were Investments and unrestricted gifts, OPERATIONS The Society provides health can and certain other services to the residents of Its Good Samaritan Centers (the "Centers"), as described below, The Society employs central management personnel to coordinate and control each Center and to supply support services, Including finanoial, accounting, data procesiing, social services, construotion and building maintenance, personnel reormitment.and training, purchasing, printing, and public relations. Charges for central management services are made to each Center, being 2.1/4% of each Center's operating revenue during the year ended December 31, 1981, Insurance to also provided for each Center through a blanket policy for an additional charge. Each CentOr 1.e managed by an administrator responsible to a regional director of the Soclety who reports to the '('resident, As of December 31, 1981, there were 11 regional directors. Each Center Is professionally staffed to meet federal and state requirements; Such staffing may Include nurses, nutting asslstenta, physical thoraplets, food service specialists, activity directors and social workers, The largest Conter has over 1,900 residents and the omalleot Center has 26 residents, Most Centers have a local'advloory board which provides assistance and support, Each Center to expected to operate on a selGsuffloient basis and each is allowed operating and financial autonomy under the direction of the Society's central office, The Society's central office aselots'lndlvidual Centers which need temporary financial aid by making advances of Society funds, The Society owned or leased 166 Centers which had a positive cash flow (Funds Provided by Operations), and 12 Centers which had a negative cash flow for the year ended December 31, 1980, after deduction for charges for central management services, as shown In the table below, A.0 r Number of centers operating Experlenolnr Novallve Ss rlence Cash Flora Under $10,000 3 $ 101000'$ 60,0o0 6 $ 6010004100,000 0 $100,0004200,000 1 $200,000 and over 34 Total 12 *Includes the 11 boys and girlo homes in California owned by the Society (treated above as one facility), The Society and Its Centers are subject to considerable local, state and federal regulation, particularly in the areas of life safety, health care and food preparation. The Society believes that it and all of its Centers are in substantial compliance with all applicable laws and regulations, Nursing Home Operations As of December 31, 1981, the Society owned 163 nursing homes and leased four nursing homes, which provided a total of 14,621 nursing home beds consisting of skilled, intermediate and basic care beds, Such Centers provide longterm health care treatment for the aged. The Society also managed 17 nursing homes providing an additional 1,237 nureing beds, The following table sets forth certain statistical ictformation concerning musing home facilities owned and leased by the Society for the years ended December 31, 1078, IM, 1980 and 1981. NursW Home F'aollitiea Owned and Leased by the Soolety L! ,1. -all Number of foollitiee, as of December 31 169 163 166 197 Avallable.bods as of December 31 . . . . . . . . . 130861 14,297 14,408 14,821 Annual resident days (In thousands) , , 4,826 4,766 088 4j940 Occupancy percentsgea 92.4% 92,7% 92.9% 93.6% Averaga dally operating revenue, , , " , , 4 , . , . , . , , , , , , , , , , $21,04 $23,43 $26.10 $29,47 Average daily operating expense $20,82 $22,98 $26,91 $29,31 Nursing' operating revenues as a percentage of total operating revenues, , , , , , , , , , , , , , , , 94,3% 93.5% 92.6% 91.3% 'Occupancy percentage Is calculated by dividing annual resident days by the average available beds during the year times the number of days in the year, The following table sets forth nursing home bed capacity by level of care, and by mode of ownership: Niwid►Home 13x4 As, tom, eeember El, 1"1 SkW,ed &W Book tntetmediak Care Node trade Total Owned 13,497 791 14,288 Leased 233 { Total 730 L 144 A7 r Tito table below seta forth the distribution of the 187 nursing homes owned and leased as of December 31, 1981, by number of beds= _ Owned and Leoeed Nureing Home Faolnttec by s!!e, ^ Number of beds , , , , 1.39 4079 80119 120.169 160 and over Number of homes 7 91 42 16 11 Each Center's bode are licensed pursuant to state regulations which proscribe a required level of carol the terms used to donne levels of care vary by state, The Society refers to skilled and intermediate care beds, though specific states may license bode under a different title, as beds whose patients receive substantial nursing care, Basic care beds receive minimum or no nursing care, The Centers' charge for services normally consists of a per diem rate which includes payment for all services except the costa of a private physician, certain minor ancillary services offered by some Cantors, and drugs, The daily rate varlss depending upon the speolno operating costs of the Center and the level of care provided to the resident, Residents pay from private sources or the cost of their care is reimbursod to the Center by state or foderal programs, The daily rate Is generally intended to meet anticipated cash requirements of the Center. The budget for eaoh Ctlnter to prepared In September preceding the subject year by the Center's administrator, The unaudited financial statements as of August 31 are adjusted to project income and expense for the subject year, The administrator projects the rates which must be charged residents of the Center. The forecasted statement of Income and expense and rates are reviewed, modified if necessary, and approved by the Center's regional director. In some cases, rates and budgets are adjusted during the year, Residential Facilities for the Elderly In recent years the Society has expanded its operations into building and acquiring residential retirement facilities connected or adjacent to its nursing homes to provide a sheltered living environment for the elderly with living arrangements from full Independent living units to skilled nursing care, These residential retirement unite are equipped with emergency call systems into the nursing cantors and share with the nursing homes some servinee which may inolude common kitchen and dining facilities, maintenance, social services and 24-hour emergency nurse service, In the newer residential complexes, entrance is usually by an' accommodation foe earned by the Society at 1% to A a month over a specified period with any remainder paid to the tenant upon vacancy after releasing of the unit, An additional monthly rental fee is oherged, Contractual terms vary from Center to Center. As of December 31, 1981, the Society owned 3,379 residential units and managed 393 residential units. The residential units range in size from one room units to one or two bedroom units and may have cooking facilities, All but one of the residential complexes are located In proximity to a Society nursing home, Residents of these complexes normally have access to the amenities of the nursing home. The following table sets forth statistical Information concerning the residential units owned by the Society for the four years ended December 31, 1981. i i s. A.8 P Reddeatlak Fe011111ee t)wnnd by the 8oolety 1678_ 1879 , teen 1981 Number of facilities as of December 31 . . . . 34 38 40 40 Available units as of December 31 , 11892 2,999 31218 3,379 Occupancy percentage' 96,2% 87,9% 83.2% 91.6% Average dally operating revenue $6.25 $7,43 $8,06 $10.19 4.101111 Average dally operating expense $9.28 $7.21 $8.28 $11,34 *0 :cupanoy percentage is for Docember, The Society owns 5 homes In California which provide live-In care for problem children, primarily having severe emotional or physloal problems, Sources of Payment for Patleat Services The Society provides seryieos to residents on a nondenominational and non•disorlminatorybasis, A'majority of the residents In the Society's nursing homes are covered by state and county welfare programs providing for fuh or partial payments, which vary according to the program but which are generally established through 'a reimbursable cost formula Moot of these payments are made under the Medicaid program, where the federal government provides funds to participating statue for medical assistance to "medicallyindigeltt" persona, Reimbursement under Medicaid programs varies for each state, Welfare payments to nursing homes often do not represent tall reimbursement for the particular Center's costs, Many states have a maximum reimbursable dally rate that effectively limits the amount paid to the Society for Medicald/welfare patients, regardless of cost, The table below sets forth the percentage of the Society's revenue from resident care in 1981 by type of payorr All Nursing Home taws xeelaente Private Pay 50.9% 48.2% Medicaid 48.6 6113 Medicare 016 016 Totals 2m 1 Each of the above programs requires the filing of annual cost reimbursement reports which are subject to audit by the third, party payors, The degree of completion of audits varies by states. The Society does not believe that itudits for prior years will result In any material Ilabilitles, Employs The Society had 13,108 bli and part time employees as of December 31, 1981, During the ysar ended December 31, 1981, tht~' Society's labor roots accounted for approximately 63,8%of the Society's operating expense. The following table shows the percentage of the Society's total salary and wage expense by department for the year ended December 31, f981. A•9 Nursing 64,7% Dietary 14,3 Administrative and Clerical , . , , , , 10,2 Housekeeping 0,2 Rehabilitation & Social Services , , , , , , 0,2 T Laundry ,11,11111111, 1,,,, 11, I, 1, 111 3,7 Maintenance ,I,1,,, 1, 1, 1,,,, 1 I, 11 318 Other IJ. Total 1 The Society has experienced generally satisfactory labor relations at Its Centers, At the present time, employees at three Centers are represented by unions, Other organizational attempts may be made In the Atture, The Society provides a pension plan and health, life and disability insurance covering all administrators and certain other key personnel See Note (1) of Notes to Financial Statements, Most of the employees have life insurance coverage paid by the Society, A substantial number of the employees of the Society participate In a group health plan under which the Society pays one-half of thr, premium, In the past few years the Society has Increased substantially the wages of Its employees in roeppoonse to inflationary factors and to attract and maintain qualified personnel, The Nair Labor Standards Not provides that the minimum wage be paid to the Society's employees, Further increases in minimum wages will have an Impact un the Society's costs, To date, the Society has been able to recover increased wage costs by Increased daily charges and through Medicaid and other governmental program coat reimbursements, The Society anticipates that it will recuver future wage increases In a similar manner, Taxation The Society Is exempt from federal Income taxation as a charitable organization dcsorlbed by Section 601(0)(3) of the Internal Revenue Code of 1.964, as amended, and from state Incometexation by comparable provisions of etate law. In connection wit), the last federal Income tax audit, the Internal Revenue Service Informed the Society that for future periods it would consider income from the management of certain facilities as unrelated business Income on which the Society would be taxed, The Society has never had any net income from Its management of these facilities and does not expect to have any such net, income in the future, Certain jurisdictions have sought to impose ad valorem property taxes on Society facilities but have not generally boon successful, Charitable Contributions The individual Centers receive gifts from various sources and, in many eases, these gifts are designated for spoeifio purposes, In keeping with the Society's philosophy that the Centers should be viewed as independent, the Centers retain control over these gifts, In accordance with gonerally acoapted accounting principles, the Society treats restricted gifts as a direct addition to fund balance on its financial statements,' while unrestricted gifts are treated ae Income, In dote; mining each Center's daily rate for services, tae individual Center does not take Into consideration the possibility of receiving gifts. Information on gifts for the years ended December 31, 1976, 1977, 1978, 1979 and 1980, Is shown below, A-10 (In Thousands) 1818 1977 1978 1879 1960 Unrestricted alfts Treated as Income - Unreatrletefl gifts 114 11.1. .1. '.,1 . $ 388 $ 607 $ 628 $ 416 $ 9.11 Donations of food and other supplies _ 14 14 -,17 _ 64 _J.j 621 LOS Lo 1"71 Restricted Cifts Addnd to Fund Balance M9 1 89 L Z LIM 42 Competition The Society's Centers compete with other profit and nonprofit nursing homes In their service areas. This competition may adversely affect the occupancy rate and charges of Individual Centers, The Society believes that It competes effectively by offering quality care and sorvlcea Its centralized management enhances the ability of any particular center to compete because of the oconomies of sale In the services provided and of the quality of management infoemation supplied. RISKS INHERENT IN THE HEALTH CARE INDUSTRY Mg1C Indemnity Corporatlon ("MOIC Indemnity") has committed to Issue, effective as of the dare on which the Bonds are Issued, a policy of Insurance guaranteeing the payment when due of principal and Interest on the Bonds. Certain risks, however, may affect the payments required to be made by the Society pursuant to the Loan Agreement. (Ionond Nonprofit health care facilities under nongovornmontal ownership and management, Including nursing homes and hospitals, are subject to varlous;faotors that may adversely Influence their capabilities to punctually and fully meet their financial obligations when due and payable, Such factors Include, but are not limited to; rolionoo,',4pon volunteers to provide certain services without pay and reliance upon donors to contribute a portion of moneys necessary for operatlonel future uncertainties of contributory payments by Medicaid, Medicare and similar private and governmental plans; lower demand for certain or all servicea because of unforeseeable over•supplyof such servicos caused by future over-construction of similar facilities or better health or increased Independence of the elderly; restrictions on operations imposed by governmental bodies; requirements to provide beds and services to Indigente lacking resources to pay for services provided; and Inflated costa of labor, services and materials. The nature of such factors Is each that their occurrenca Is not necessarily predictable or controllable either by the Society or by consultants or other experts whom the Society could hire. Future revenues and expenses of nursing homes are generally eubjec! among other things, receipt of Medicaid relmbw'sement, demand for long-term conv;Alescont care and nursing home services, the number of beds available to meet such demand, the obility of the Society to provide acceptable facllities and services at its nursing homes and related faollltiee, the ability of the Society to operate Its nursing homes and related facilities economically and efficiently, economio developments In Its service areas, competition, rates, costs, governmental regulations, rate review programs and other conditions which are unpredictable and which may adversely affect the payment of principal of and Interest on the Bonds, In particular, the following factors, among others, may have a meterlal and adverse effect on the operations of the Society to an extent tha cannot be determined at thls time, federal Legislation Limitation on Medicaid Expenditures, As noted under "Operations Sources of payment for Patient Services," the ~oolety received 48.6% of its revenue from resident care In 1981 thiough the Medicaid program, Congress has established a program which into reduce federal matching payments to states under the Medicaid program, The federal share of Medicaid expenditures is to, be reduced by 3% In 1982, 4% In 1983 and 4,6% in 1984. Those regulations promulgated by the Health Care Financing i~ A•11 L, Adminlstratlon, effective October 1, 1081, also provide that states are no longer roquirod to pay for long term care services on a cost related basis but may now do so according to rates that are adequate to moot the costa Incurred by efficiently and economically operated facilities end the states have Increased flexibility to determine Medicaid eligibility and coverage criteria, 'rho State of Missouri 18 presently ro-ovaluating Its entire Modloald program. These ohanges, together with halltioal emphasis upon budget cutting, may result In further ohanges In the Medicaid funding and reimbursement patterns and may have an adverse effect upon the revenues of the Society, flans to Encourage Competition, Legislation emphasizing competition In tho honlth care industry Is currently before Congress Key provisions of somo of the propoanls would llmlt the employer tax deduotlon and employee exolusion for health Insurance premiums, include a requirement that workers be given a choice of several types of health Insurance plans and provide for equal contributlons by employers regardless of which health insurance plan a worker selects, One bill provides that Medicare recipients be afforded an opportunity to select a private health Insurance plan, Other hills would eliminate or reduce the scope of various health planning programs, A bill has been hitroduood In the House of Representatives which would repeal the National Health Planning Act and, In the meentime, Congress has notod to reduce funding for local health systems agencies, organizallons which currently play a major role in the health planning system, Other bills are expected which will attempt to control health care costa, either directly or through promotion of competition, Changes in Medicare Reimbursement System, Congress is currently giving prfliminary consideration to a bill which would allow Medicare recipients voluntarily to drop out of the present Medicare' program and participate In private health Insurance programs, The program would 'provide vouchers to Medicare recipients and the vouchers could be used to purchase privLto health Insurance, It this or other changes In the Medicare reimbursement system were to be Implemented, the revenues of the Society could be affected to an extent that cannot be accurately assessed at this time, National Labor Relations Act Nursing homes and their employees fall within the scope of, and are subject to, the National Labor Relations Act (see "Operations Employees,"), Accordingly, labor relationships with nursing hot-no employees are regulated by the federal government, Employees may organize, bargain collectively arid strike. Employees at three of the Society's facilities are represented by unions, However, procedures are provided to aid In the resolution of disputes and to attempt to avoid strlkos, including review of the disputes and recommendations for their resolution by the Federal Mediation and Conciliation Service, and a mandatory "cooling off" period, Malpractice Insurance In recent years the number' of malpractice suits and the dollar amount of patient damage recoveries have been Increasing nationwide, resulting In substantial Increases in malpractice Insurance premiums, Changes in the availability and cost of malpractice Insurance could adversely affect the operating results of the Society, Certain Other Risks The following factors, among others, may also adversely affect the operation of health care facilities, including the operations of the Society, to an extent thl t cannot be determined at this time, (1)' Imposition of wage and price controls generally for health care facilities, Many health care facilities were adversely affected by the Imposition of such controls in the early 1970's, (2) The reduced need for nursing care or other services arising from future medical and scientific advances, (3) Reductions In federal or state funding of the Medicare, Medicaid and other government financed health care reimbursement programs, (4). Future legislation and regulations affecting nursing homes, governmental and commercial medical insurance and the health care Industry in general, There can be no assurance that existing programs will continue, or, If continued, will be funded at present levels, A•12 (6) Coat ceiling Ilmltatlous or other changes in reimbursement procedures or in con+racts under the Blue Cross program or other public or private Insuranw programs. (0) Organizational activities or strikes or alow•downs by Society employees, PROPERTIES Owned Facilities Tho Sooloty, as of Docombor 31, 1981, owned faollttlea In 24 states, The following table shows the location and type of these foollltles: Classification and Capacity of Owned Facilities As of December 31, 1981 Bosio Hoye A Number of Nursing Apartment Care alr[$ Male Locations Bede 110116 Bede hence Arizona 2 296 83 Arkansas ..11,..,..,.. 1 70 42 California 6 164 Colorado 6 688 248 162 Florida 2 290 10209(1) 60 Hawall 2 40 276 36 Idaho 6 440 117 69 Illinois 3 208 12 Indiana 2 171 Iowa 20 11706 22 20 Kansas 14 11290 43 10 Minnesota 21 11734 20 78 Montana 2 60 10 26 Nebraska r 26 21070 1,021 69 Now Mexico 9 708 289 North Dakota 16 964 94 Ohio 1 60 4 Oklahoma ....so .........i. 2 88 Oregon 3 314 30 South Dakota 20 1,274 46 172 Texas 4 416 91 3' 379 106 yl Washington West Virginia I 60 Wisconsin 260 16 Totals 1M0 1- 3 7 =7 36662 =91 164 (1) Includes 283 mobile homes on Society owned sites. The Agutus Iti,the table above do not Include facilities owned by the Society which are presently under construction, 't'hese fac3lltlea Include centers In El Paso, Texas, with approximately 100 rbsidenttai units and 60 nursing ho d^ hbds; and Mesa, Arizona,' with approximately 100 residential units and 80`nuroing home beds, a;7d an 6041tional69 residential units being constructed in Loveland, Colorado, Tho construction at these thrae centers has been frost, :wl through the Issuance of tax, exempt revenue bonds with an aggregate principal amount of $22,400,000, A.13 .r' The original coat, by date of acquisition, of the Society's land, land Improvements and buildings and accumulated doprooiation (not or land) as of December 31, 1980 are shown below; p 1 Ac u e Cost 1040 and prior $ 08,000 1041 1946 1040-1060 110,000 1061 1966 484,000 1980.1960 30039,000 1901.1906 1201131000 199001970 24,290,000 1971.1976 48,406,000 1978.1080 6 000 't'otal Cost $163,7630000 Does Accumulated Depreciation 110. 3407,000 Not Book Value 129 488 000 Managed Facilities The table below sets forth cortain information relating to the facilities managed by the Society. Types and Capacity of Managed Facilities As of December 31, 1981 BASIC Number of Nursing Apartment care State Locations IkL Odle two Colorado . l 90 Florida l 90 204 Illinois 2 174 Kansas 2 180 Kentucky 1 100 Minnesota 2 116 Mlssourl 2 140 19 Montana . 1 40 Nebraska 1 72 North Dakota 2 70 48 West, Virginia 2 90 38 Wisconsin 2 160 Totals 19 1,079 393 163 Leased Facilities The Society operates 4 leased nursing homes in Kansas which have 233 intermediate care beds EXPANSION POLICY AND PLANS In recent years, the Society has been developing retirement complexes for the elderly which inolude both health care facilities and Independent living units, This sheltered living o,ivirunment for t)ie elderly replaces the need for most board and care beds in the nursing homes, enabling the nursing beds to be concentrated in the intermediate and skilled care areas. The Society anticipates continuing Ahl4 trend. 'hhe Soclety is continuing to expand by establishing or acquiring new centers and by making additions to existing denters, primarily in the sunbelt states, such as Florida, Texas, New MoA.to, Arizona and California. These new centers and additions will be financed principally by the lssuance of debt obligations. A•14 5 In addition, the Society anticipates continual capital exponditures (out of available funds) for the purohnso of replacement equipment for and renovation of existing centers, The timing of these acquisitions, purchases and construction will depend upon economic and bond market conditions and demand for the Soolety's sorvicea. However, the Sooiety antiolpates incurring debt of over $20,000,000 over the next three years for suoh purposes, MANAGEMENT Board of Directorot The members of the Board of Directors of the Society, their occupations and places of residence arei LM Ocouroiloai "Jasace Dr, Elliot H, Thoreson, Chairperson ,College Professor, Sioux Falls, South Dakota A, Robert Langomo, let Vice i hairperson , .Pharmooist; Albert Lea, Minnesota John R, Burkholder, 2nd Vice Chairperson , , ....Bankerl Fort Dodge, Iowa Dr. Nancy E. Hinkley, 3rd Vice Chairperson , Nursing Home Consultant; Raleigh, North Carolina Dale G. Bookhaus . Administrator of Center; Brainerd, Minnesota Theodore Becker . . . . . . ........Administrator of Centerl Algona, Iowa Rev. Albert E, Erlok3on . . . . . . . . . . . ......Director of Lutheran Housing Coalition; Washington, D,C, Omer H, Hills; , . , . , , , . , . . . . . . . . .Administrator of Center; Calvert City, Kentucky Bruce A, Hilgendorf . . . . . .Administrator of Center; Prescott, Arizona Dr, Bruce Hummel . . . . . . . . . ......Dontleti Vargo, North Dakota Elizabeth Lindgren . . . . . : . . . Redred Teacher, Hastings, Nebraska John Lundblad „ , .Attooneyj Jackson, Minnesota Rev. Orval K, Moron . . . . . . . . . .Clem, man; Albuquerque, New Mexico Henry J, Rolth , .Administrator of Center; Arthur, North Dakota Rev, Gilbert M, Singer . , , , , . , ,Administrator of Center; Lodi, Wisconsin The Society's Artlolos.of Incorporation charge the Board of Directors with responsibility for administering the business affairs of the Society. The Boarrt moots six times annually to determine policy, receive reports and consider expansion projeota proposed by the administrative staff, Administrative Personnels The'prlncipal administrative personnel of the"Sooiety are; Nrme Position Rev A,J, Hoeger ........President Bev, John Hoeger ...........................Executive Vice President Nordlse Winge ......Seoretsry and, Assistant to President Al Brown . . . ..Regional Diroa'tor Bonnie Brown . . , .,Regional Director Vinton UJ Bruflat....,. ..,Regional Director Betty Cbell ...........Regional Director Erwin V, Chell , , , , , , , , , , ,Regional Director Craig De 1A Barre ; . , Regional Director Pi0roe 6. Hanson . , r . . . . ::Regional Director Bierman Knutaon , , ,Regional Director Knut Mehl , ,........Regional Director Charles F. Peterson ...........:..Regional Director Melvin F. Aeynolde ,R*glonaI Dlreotor A•16 Pow illo~ Name Jerry Looney . ,Dirootor of Staff Relations Rev, Harry Anderson . . . . . . . . .Director for Administrative Personnel & Education Eduard B, Kllon , , . Director for Resident & Community Services David H Walters , , , , , , , , , ,Director for Facility Services & Purchasing 'l'orry J, Holgor ,,,,,,,,Director of Data Processing Donald D. Oohl ,Direotor of Accounting Services Division Jerry Jacobsen . , ..Director of Auditing Robert Doesohor . . . . . „ , Director for Accounting Services Department lesllo b', Kleeb . . . . . ....Director of Construction Mel Mating Director of New Development Clayton liorrette ............................Architectural Consultant stay Mehl Director for Resource Development A.J. Hooger, President, age 64, has served as Kxeoutive Director of the Society since 1984, He received a B.A. dogree from Concordia College, Moorhead, Minneaotal an M,A, from the University of Missouri, Kansas Clty, Missouri) and a B ,D. from Wartburg Theological Seminary in Dubuque, Iowa, He is a former board member of the National (Jorlatrics Society, the American Association of Homes for the Aging and the American Health Care Association, , John Hooger, Executive Vice President, age 68, has held the position of Associate Director of the Society since 1972, I)rior to that data he served as Administrator of the Socioty's Center in Hastings, Nebraska, He rocolyed a B.A. degree from Concordia College in Moorhead, Minnesota and s MD. degree from Wartburg'rhoological Seminary in Dubuque, Iowa, Mr, Hooger bas been an official in both the American Health Care Association and the Nebraska Health Care Association, LITIGATION There Is not pending or, to the knowledge of the Society threatened, any material litigation against the Society or any of IN properties, There is a cage pending in Minnesota which may have a materially adverse impact on the Society, although the Society ig not a party to the case, In that cage, several nursing homes are challenging a Minnesota statute which requires' nursing home owners to ohargo private patients no more than they charge welfare patients. An adverse deolsion In this cage would hove the effect of lowering the Society's. charges to private patients In Minnesota; thereby adversely affecting the Society's revenues, Until the final outcome of the case, the Society Is placing any alleged "overcharges" of private patients into an escrow fund and such amounts are not included In the Society's Income statements, EXPERTS The nnanolal statements of the Society have been examined by Henry'Scholten & Company, Sioux Palls, South Dakota, Independent certified public accountants, to the extent and for tiie periods Indicated In their report contained herein, and have been included herein in reliance upon such report and upon the authority of said firm as experts in accounting and auditing, A•16 4. H. Nilb OPA HENRY O QHQ4.TKN. A C113MPANY 010 HAND WCpSNP7Ci CPA OCAUMP PUpLIp A001UNTANYp UtlN 11. PCIIAAN, CPA MCMpCNp OCNNIP 0. OTCNt, CPA 1'70 SOUTH PHILLIPO AV C. AMCRICAN INOTITUYC Of MIPHACL M. BILLION, CPA 01OUX FALLS, SOUTH DAKOTA 6'7107 OCNTITICP PUpLIp AVOPUNTANto 11CHRY A. pOISULTCN. OPA 7CL913HONC 10061 006.0616 NLM,AL0 May 12, 1981 Board of Directors The Ev, Lutheran Good Samaritan Society 1000 West Avenue North Sioux Fallo, South Dakota We have examined the balance sheets of The Ev. Lutheran Good Samaritan Society (a North Dakota non'-profit corporation) as of December 31, 1980 and 1979, and the related statements of revenues and expenses, changes in fund balances and changes in financial position for the years then ended. Our examinations were made in accordance with generally accepted auditing standards and, accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our report dated May 15, 1980, our opinion on the 1979 financial statements was qualified as being subject to the effects on the 1979 financial statements of such adjustments, if any, as might have been required had the final determination of reimbursable costs receivable or payable from various third-party payor programs been known, As explained in Note 11, the final determination of reimbursable costs resulted in no material adjustments to the 1979 or 1980;finanoial statements of the Society and s system has now been developed to estimate these third'-party payoxs' final settlements. Accordingly, our present opinion on the 1979 financial statements, as presented herein, is different from that expressed in our previous report. In our opinion, the financial statements referred to above present fairly the financial position of The Ev, Lutheran Good Samaritan Society as of December 31, 1980 and 1979, and the results of its operations, changes in fund balances and changes in financial position for the years then ended, in conformity with generally accepted accounting principles applied on a consistent basis. HENRY SCHOLTEN 6 COMPANY rI A-17 i TIM M LUTHERAN COOP SAMARITAN SOCIETY BALANCE SHEETS DIiUMM 31, 1980 AND 1979 ASSETS 1980 _ 1979 CURRENT ASSRTS Cash $ 21139,553 $ 2,129,055 Cash in Savings and Certificates of Deposit 18,497,151 14,395,301 Accounts Receivable, Lass Estimated'Uncollactibles and Allowances of $150 000 in 1980 and $130,000 in 1979 (Notes 1 and 11) 518550581 50025,1+34 Notes and Other Current Receivables 116,085 90,413 Supplies Inventory (Note 1) 2,2970943 2,096,576 Prepaid Insurance 81167 10,134 Total Current Assets $ 281914,480 231746913 P OR P,ERTY (Notes 10 2, and 11) Land and Land Improvements $ 13,306,837 $ 10,9980590 Buildings 1501446,083 136,634,155 Furniture and Equipment 24,156,975 219871,023 Motor Vehicles 1,0.850890 908,181 $188,945,785 4$170,411,949 Less - Accumulated Depreciation 46,79614 40,0671052 $142,199,373 $130,3440897 Construction in Progress, Including Construction Funds of $1,133,513 in 1980 and $6,582,310 in 1979 120529,050 120739,885 Total Property X154,728,423 143 X084;782 ASSETS NOT AVATLABLL FOR CURRENT NPEDS Cash and Time Deponite (Note 3) $ 4,6640931 $ 41831,415 Investments, Principally 'in Stocks, Bonds, and Land Held in Trust, at Cost (Markat'A proximatea i $240,000 in 1990 and $199,004 in 1979 840869 86,12i Notes Raceivabie and Other Assets (Notes 4 and 5) 576,123 6089600 Deferred Finance Fees, Less Accumulated Amortization of $565,063 in 1980 and $681'1372 in 1979 (Note 1) 40013,374 3,108,308 Total Other Assets $ 9,339,297 8,628,444 TOTAL UNRESTRICTED FUND ASSETS $192,9829200 $1750460,139 DONOR RESTRICTED ASSETS Caah, Restricted for Property Replacements and Expansion _ 315,659 134,I36 X93,297.854 $175,5941275 The accompanying notes to financial, statements are an integral part of these balance Aae'ts. A. IS LIADILiTHS AND FUND BALANCRS_ 1980 1979 CU RR T LI 01141 IES Short-Term Notes and Contracts (Note 6) $ 3450579 $ 1,278,164 Current Maturities of 1,on$-Tarm Debt (Note 7) 51188,902 10,421,667 Prepaid Resident Rents (Note 8) 11127,169 795,430 Accounts Payablel Suppliers 2,985;123 2,6191040 Construction Projects 350,255 419,702 Accrued Salaries and wages 3,321,214 21500,336 Accrued Payroll Texas 7950029 9090656 Accrued Interest 2,210,943 1,947,447 Apartman':'Saourity Deposits and Other Current; liabilities 294,567 18^,158 Current Maturities of Deferred Apartment Entry Fees (Note 9) 933,444 836,071 Total Current Liabilities S L7,552,225 21,916, 71 LONG-TERM DEBT - Lase Current Maturities Shown Above Notoa 7 and 10) 0113,669,072 $ 99,152,433 DEFERRED AP RTMENT ENTRY FEES - Less Current Maturities Shown Above (Note 9) $ 3,080 965 $ 2,562,803 CONTINGENCIES AND COMITMENT5 (Note 11) $ - $ - TOTAL LIABILITIES $134,302,262 $123,63!,947 FUND BALANCES. Unrestricted Funds (Note 1) $ 580679,938 $ 510828,232 Donor Restricted Funds Restricted for Property Replacement and Expension 315,659 1340136 Total Fund Balances $ 58,995,597. $ 51,962,368 5193,297.859 $175.594.275 A•19 T11H FV. 1,UT41sRAN 0001) SAMARITAN SOCIETY 8TA'r1,'4M1:NTS OF REVENUES AND EXPENSES FOR '1'IiE YEARS ENDED DECEMBER 311 1980 AND 1979 198Q 1979 OPERATING REVENUE Residont Routine Care $1370224,648 $117,783,845 Ancillary Services 101580320 9780351 Admi.ntatrative Servicos, Principally from PV.oaged Cankers 533,231 493,105 Employee and Guest Meals 1,358,652 101119831 Other Operating Revenue 10290,041 11051,833 Total Operating Revenue 141 564 892121,418,965 OPERATING EXPENSES alaries-and Wages $79,268,966 $ 87,856,605 Payroll Taxes and Employee Benefits 6154.1,293 51545,372 Cost of Food and Supplies 181508,666 15,889,004 Maintenance and Repairs 1,63%,565 1,391,475 Insurance 29768,284 2,4149694 Utilities and Telephone 7,122010 5,783,562 Intare-st 8,968,542 7,430,891 Depreciation 6,931070 5,914,795 Other Operating Expenses 6;719,973 5,3211408 Total Operating Expenses Q138,466,8%9 $111,547,806 EXCESS OF OPERATING REVENUES OVER OPERATING EXPENSES. $ 3,098,013 $ 31871,159 NON-OPERATING REVENM -(EXPENSES) Unrestritted Gifts 9400963 415344 Income from Investments 10925,825 1,226';403 Miscellaneous Income and Expense Not 42,341 101,193 i. 09, 1295 1,742.,940 Total Non-Operating Revenue $ 219 EXCESS OF REVENUES OVER E}(PEA'SES $ b , 007 ,142, 9 5 , 614 , 099 M1t 1,. The accompanying notes to financial statements are an integral part of these atattlUentsr 2a . A•20 1'IIG 13Vj LUTHERAN ODOD SAMARITAN' SOCUM 81'A'1'1'.MIiNT1 OP' MANGE$ IN FUND BALANCES FOR 1111': LIARS ENUD IMCWHER 31, 1980 AND 1975 1980 1979 UNRFS9'RTCTED FUNDS, $ 51,828,232 $ 44,967,672 Balance at Beginning of Year 6,0070142 50614,099 Excess of Revenues uveY Evpensae Annui'tiess (Note 1) 71000 5,000 Issued Terminated and 'transferred to Unrestricted (1,300) Gifts Tranaierred from property Replacement and 838,664 1,2G1,4f~1 Expansion Funds for Property Additions Balance End of Year 58.679938 S 51 828 2 2 DONOR RESTRICTED FUNp9 Specific purpose Fundsi $ $ Balance at Beginning of Year 232,247 b3, 604 Donationa of rood and Other Supplies (232,247) 63 604) Transferred to Other Operating Revenue Balance End of Year $ Property Replacement and Expansion rundsi $ Restricted 134,136 $ 209,G37 b Balance Gifts and Beginning of BequesYearts 11020,387 1,266,17 1) ' Transferred to Unrestricted Funds (838; 864) (1,241,46 9 S~ 194136_ Balance End of Year. i°A The acabmpanying'nates to financial statements ei'9 an integral part of these ti• Statements, A•2f TUG U. LUTIMRAN 0000 SAMARITAN SOCIETY STATEMENTS Of C11ANGES IN FINANCIAL POSITION FOR THE YEARS ENDED DECEMBER 31, 1980 AND 1979 SOURCE OF FUNDS 1980 1979 Excess of Revenues Over Expenses $ 6,0071142 $ 516140099 Add - Provision for Depreciation 6,931,570 5014,795 - Amortization of Deferred Finance Fees 294,443 236,624 Less - Amortization of Deferred Apartment Entry Fees (10071814) (772,310) Annuities Terminated (1,300) » Funds Provided by Operations $ 12,2241041 $ 10,993,208 Property Retirements 3880485 225,317 Proceeds from Long-Term Debt Borrowings 33,976,359 32,6663612 Proceeds from Deferred Apartment Entry Fees 1,957„908 2,575,644 Proceeds from Annuities Issued 7,000 50000 Gifts and Bequests Transferred from Property Replacement and Expnnsion Funds 838,864 10241,461 Total Funds Provided T4_913_9 2y657 47 707,241 APPLICATION OF FUNDS Property Additions $ 181963,696 $ 30,158,303 Increase in Other Assets 1,0050296 1,2051853 Payments on Long-Term Debt, Leas $5,232,765 Tbansferred from Current Maturities in 1980, and Including $2,724,289 Transferred to Current Maturities in 1979 21384,670 11,649,393 Reduction in Long-Term Debt Through Refinancings 17,0750050 41732,516 Reduction in Deferred Apartment Entry Fees 431,932 414,579 Total Funds Applied 39,86Q,644 48,160,n44 p INCREASE (DECREASE) IN 14ORKINO CAPITAL 9,532_1Q13 ,402) ANAT,YSIS OF CHANGES 7N WORKING CAPITAL 'Increase (Decrease) is Current Assets aCaeh $ 10,498 $ 1',6911616` Cash in Savings 4nd Certificates of Deposit 41101050 1,435,817 t A60ounta Receivable 8.3.0*147 544;624 ' Notes and Other Current Receivables 25,672 "(81;794) S6`pp`1'aa inventory 201,367 441,047 trepaidInsurance (1,957) (7,524) (Increase) Deorease in Current Liabilities Short-Taft Notes and Contracts ~32i5,$$5 80,993 F' Current Maituri'des of Long-'term Debt 5,232,`!6,$ (2,724,280 Prepaid Resident Rants (331,739) (347,094) Accounts Payable (26,636) (1'70,254) t. Ag0rued Salaries and Wages (820,878) (519,245) Accrued Payroll Taxes 114,627 (389,939) Accrued' Interest (263,496) (726,048) r• Apartment Security Deposits and Other Current ;r Liabilities (105,409) (1439275) Current Maturities of teferred Apartment Entry fees (97,373) _ (263,037) X1`" INCREASE (DECREASE) IN WORKING CAPITAL $ _ 9,532,013 $ (453.402) The accompanying notes to financial statements arc an integral part of these statements, G; A-22 THE U, LUTHERAN OOOU SAMARITAN SOCIETY NOTES TO FINANCIAL, STATEMENTS DECEMBER 31, 1980 AND 1979 (1) SUMMARY OF SIGNIFICANT ACCOUNTINO POLICIES PRINCIPLES OF REPORTTNO The finanoi/41 statmente of the Society represent the combination of the Society's 179 operating centers in 1980 and 176 oporating cew,,ers in 1979 and its central office, All material inter-company balances, transactions and earnings have been eliminated. The statements do not include the financial statements of Oood Samaritan Society, Inc, (Note 5) or 20 centers in 1980 and 15 centers in 1979 that are managed on a fee basis by the Society, TAX EXEMPT STATUS The Society is a non-profit organization and is exempt from federal income taxes under Section 501(0)(3) of the Tnterna) Revenue Code. The Jociety has, however, elected to cover its employees under Federal Social Security. ACCOUNTS RECEIVABLE The Society records all collectible accounts receivable on an accrual basis, inclusive of third-party payor programs final settlements (Note ll), In addition, the Society has provided an allowance for estimated uncollectible accounts of $150,000 at December 31, 1980 and $130,000 at December 31, 1979, SUPPLIES XNVBNTORY Supplies inventory consists principally of food, unused linens, office supplies, and housekeeping supplies, InventoriesIAre valued at cost determined by the first-in first-out (FIFO) method, PROPERTY Property is recorded at cost except that the value of land and Other property items donated by communities and individuals is recorded at the estimated value of the asset at the time it is donated. The property at certain centers is financed in part by the proceeds' 'of industrial revenue bond issues aiid secured by long-term leases, Tease paym I ents, net of interest associated with such leases, have been capitalized and are included in the accompanying balance sheets as property and long-term debt (Note 10). A.23 THE EV, LUTHERAN fOOD SAMARITAN SOCIETY NOTES TO FINANCIAL STATEKHTS DECLMBER 31, 1980 AND 1979 Maintenance, repairs, '.and replacements which do not improve the asset or extend the asset lives are expensed as incurred. Cost of additions and improvements are added to the land, land improvements, buildings, and furniture and equipment accounts, Depreciation of property is provided on the strnight-line basis, Depreciation rates are based on the estimated useful lives of the neaets and/or the rates allowed by the Medicare and Medicaid/ Welfare regulations applicable to each state. The lives used are as follows$ PROPERTY USEFUL LIFE Land Improvements 15 -20 years Buildings 5 - 40 years Furniture and Equipment 3 - 20 years Vehicles 4 years Construction in progress includes the contractor costs, napitalized interest and other construction costa accrued to year end, at existing and new cantor locations. In addition, funds that are committed to pay for uncompleted construction costs are included in construction in progress, DEFERRED FINANCE FEES Deferred finance fees represent the cost of underwriter feast," legal fees, printing expenses and 'other costa associated with obtaining long-term debt financing. These costs are amortized on a straight-line basis over the terms of the related indebtedness, PENSION PLAN Ti a Society provides a pension play covering all administrators i,nd dertein'other 'key personnel, The plan is funded through the Pension and 8enafita'Plen for Clergy and Lay, Workers of the American' Lutheran Church,` Minneapolis, MinnasOte, The "plan prov)dos principally that the eligible employee and the Society shall 6ontribute 3% and 5% reapeotively of the employee's salary to the plan. The plan also provides that the cumula''ive amount in each, empl6yde's.account upon retirement and reaching age 6$ shall be used to purchase a life annuity. No prior service' cost or unfunded veated benefits exist under the plan, The Society's.poliey;'16 to fund pensi6n costs as accrued. Tte Society funded approxiatately $415,000 and $338,000 to the plan during the, years ended December 31, 1980 and 1979, respect,ively.., This amount included employees' shares of pension contributions of approximately $151,000 in 1980 and $120,000 in 1979 paid by the Society as additional employee compensation. , A•24 THE EV, LUTHERAN. 0001) SAMARITAN SOCIETY NOTES TO FINANCIAL $TATRmnNTS DECEMBER 31, 1980 AND 1979 ANNUITIES The unrestricted fund balance of the Society at December 31, 1980 and 1979, includes annuities aggragating $130,400 and $124,7001 respectively, These annuities bear interest varying from 4% to 9,40%, The principal amounts, however, do not have to be repaid exist owners the h deceasedd annuity to the Is terminated y And owners, no s further obligations of i owner's estate, (2) PROPERTY Property at December 31, 1980 and 1979, consists of the followings 1980 _ 1979 ACCUMULATED ACCUMULATED COST T DEPRECIATION __,LOST DEPRECIATION Land $ 7,583,606 $ S 6,056,278 $ " Land Improvements 15051723231 11251 443 ,446,083 31,067,490 136,634,155 26,380* Buiidinge 941 Furniture and Equipment 24,156,915 13,M'61460 210811,023 12,345,634 Motor Vehioles 11085,890 601,019 908,181 _ 414,828 TOTAL 5188,995.785 fi 6.412 5170,41 11,949 $ 40,067.052 (3) CASE AND TIME DEPOSITS Cash and time deposits at December 31, 1980 and 1979, not available for current needs, consist of the followings 1980 1979 AT COST -AT COST Deposit'Funde, Pledged as Collateral to Long-Term Debt Other Secured Notes and Restricted Until Final Payment of This $ 2',447,805 $ 49040,187 Indebtedness Bond RetiremenC Funds, Pledged as Collatafal,t,b to"-Term. Debt Mortgage Bands ind'Obligaticne Under Capitalized Leases and Restricted for Final Payment 2,017,127 586,851 of This Indebtedness Furniture and Equipment,Replaoemant Funds ~Q4,377 and other Funds Restricted as to'Usage by the 199,999. Department of Housing and Urban DeGelopment 4,664 _ .931 S 4.831,41 TOTAL The market value of the above cash and time deposits at December 31, 1980 and 1979, approximates cost, A-25 T118 8V, LVTHrRAN MOD SAMARITAN SOCIETY NOTrS TO ?:INANCIAL STATRM8NTS DUMBER 31, 1980 AND 1979 (4) NOTES RECEIVABLE AND OTHER ASSETS Notes receivable and other assets consist principally of miscellaneous notes receivable and a $250,000 advance in 1977 to the Christian Action Ministry Center for Human Development, This center is a skilled nursing care center in Chicago, Illinois, which opened in 1980, This center is managed by the Society, and an amount equal to 2Y, of the gross operating income of the center is being paid to the Society over a period of 10 years to amortize the advance. The 2% fee, described above, is in addition to the customary fee charged by the Society for managing an unrelated nursing home facility, The unamortized bnlance.of this advance at December 31, 1980 is $247,767. (5) GOOD SAMARITAN SOCIETY, IM Notes' receivable and other assets at December 31, 1980 and 1979, include advances to Good Samaritan Society, Inc. of $35,145 and $20,632, respectively, Good Samaritan Society, Inc„ a South Dakota non-profit corporation, was organized in January 1979, to provide elderly and handicapped persons with housing and certain ancillary services. The Corporation is operated by Society management personnel and the' 'some individuals serving on the Board of Directors of the Society also serve on the Board of Directors of Good Samaritan Society, Inc, It is the intention of Society management that Good Samaritan Society, Inc, shall own and operate principally apartment housing units financed by Department of Housing and Urban Development long-term debt mortgages and industrial revenue bond issues. Good Samaritan Society, Inc" except for common management and the 'same individuals hewing on the Board of Directors as described above, is a corporation independent, and unrelated to the ;$obiety, The Society, at December 31o 1980, has entered into g0 agreements to guarsotee obligations of Good Samaritan Society, Inc. ;In'addition,!it'la the opinion of Society management ' that .'no :legal obligations or'guarantees 'will 'subegquently be rendered by the Society on behalf of Good Samaritan Society, Inc. A•26 1119 EVE LUTHERAN GOOD SAMARITAN SOCIETY NOT95 TO 1 DECEMBER3I1,01980~ANDG1979' At December 31, 19800' Good Samaritan Society, Inc, had three apartment unit projects constxouction~ are u summarizTheaealance follows sheets of aced Samaritan Society, rnc at December 31, 1980 and 19791 DECEMBER 31, 1980 1979 _ 9 ASSETS CURRENT ASSETS $ 31714 $ Cash PRO1'E TY Construction in Progress, including Construction Funds of $47,441 8,364,238 1,409,470 in 1980 and $28,312 in 1979 OTH9_ RA , Principally 32 587 20,452 Organization Costs 9,499, 5 1~ 430 3.-22 LIABILITIES r1mRENT LIABILITIES $ 8,130 $ - - Accounts Payable 8 too Current Maturities of Long-Term Debt 490 35,_ Total Current Liabilities LOHir x st MoYtgages Payable - Department of Housing and Urban Development - Less Current Maturities Sifoxn 803290904 1,'409,690 Above Advance from The Ev,.Lutheran 35,145 20,632 Good Samaritan Society 1,430,322 b ~---j365- Total Long-Term Debt 9 40Q, 53 . 3 3 enses is presented for No summary etatell►ai~t Inc. as ar.d exp Good Samaritan 5ociaty, as no apartment projects have beep completed or made avA;ilable for occupancy by the Corporation for the years ended pecetiber 310 1980 and 10194 A.2? 1 p ftf THE FV, LIJTIII;RM GOOD SAMARITAN SOCIETY NOTES TO 1•INANCIAL STATLMENTS DECLWBFR 31, 1980 AND 1979 At December 31, 1980, Good Samaritan Society, Inc. had commitments represented by uncomp'letad construction cootvacta of approximately $1,238,000, This cost does not inc.lu4a all interest coatR, furniture and fixtures and certain other costs to be incurred on the projects. M•inagoment anticipates that all costs of constructing and equipping the projects will be funded from the remaining loan commitments obtained from the Department of Housing and Urban Development totaling approximately $1,7120066 at December 31, 1980, In addition to the projects described above, Good Samaritan Sociaty, Inc,'s Board of Directors has also approved certain projects that have or will be started subsequent to December 31, 1980, Tha total cost of these projects is estimated by management to be approximately $4,219,000, Management anticipates that those projects will be financed principally by Department of Housing and Urban Development long-term debt mortgages, (6) SNORT-TERM NOTES AND CONTRACTS At December 31, 1980 and 1979, short-term notes and contracts are summarized as follows$ 1980 1979 Secured Notes and Contracts $ 40,495(a) $ 705,792 i Unsecured Notes and Contracts 305,084(b) 572072 TOTAL 3 5 118.L64 (a) Ssaured notes bear interest at 11% and are secured by property, (b) Unsecured notes beat' interest varying from 9.5% - 17,5X, Unsecured notes of $11257,973 at December 31, 1980 and $85,000 at December 31, 1979, were refinanced"aubsequeftt to'eaeh year end from the proceeds of industrial revenue bond issues Ay' secured by property. The effects of these subojequant refioan'cings have been reflected 'retroactively at Dedeptber 31, 1980 and 19790 in acd6rdonce with generally accepted accounting principles, and accordingly the notes are presented as long-term debt in the accompanying balance sheets. s, i Y'A-28 '111L L IV, 1,01WRAN ROOD $AMASTTAN SOCILTY NO'1'tiS TO FINANCIAL STAT1iMLIHTS D$C1iMDGR 31, 1980 AND 1979 (7) 1•.ONC r11_ Dk T 1980 _ 1979 Debt Secured with Mortgage of Certain Property) Mortgage Notes $ 32,361,355(a) $ 34,293,080 Mortgage Bonds 40,O461719(b) 261845,288 Obligations Under Capitalized Leases 38,061,308(0) 37$72,308 Other Secured Notes 2,447,805(d) 4,040,187 $112,917,187 $1021550,863 Unsecured Debti Notes Payable to individuals $ 3,663,607(e) $ 41330,286 Other Onsocured Notes 760s235(f) 276061 Direct Obligation Notes 1,516,945(8) 29416,690 5 9~6 t 7 023~3~ $118,8570974 $109,574,100 Lees - Current Maturities of Long-Term Debt 5,188,902 1Ot421,667 TOTS 5113.669.072, AJIUL k33 (a) Mortgage notes bear interest varying from 4 1/2% - 1 112% above bank prime interest rates (floating) and require principally, monthly principal and interest payments, (b) 2ortgage bands bear interest varying from 4,9% ^ 10 1/2% and require principally, semiannual interest payments, Mortgage bonds aggregating $8,538,718 are subject to an interest rate 1 1/2y above bank prime rates (floating) on December 1, 1983 if not refinanced before that date. Certain mortgage bonds result from the issuance of tax exempt industrial revenue bonds. Mortgage bonds ate secured by a mortgage of the applicable canterls property and, in a few instances cash in savinge, time deposits and certain future revenues, As indicated in Note 61 mortgage bonds include proceeds of industrial revenue bond issues subsequent to December 31, 1980 and 1979, to refinance certain debt obligations outstanding at December 31, 1980 and 1979, (c) Certain Society property is financed by the proceeds of industrial revenue bond,. issues secured by long-term leases, All oil the leases provide that the Society may, at its. option, purchase the property by paymagt'of the related revenue bond issue plus a nominal I additional consideration or that the lease term at least equal's the economic life"of Lthe related property. All of theseleases 11 have been capitaiized'in accordance with generally accepted accounting principles and accordingly the cost of the property and the related indebtedness applicable to the bond issue are recorded for the Society's financial atatement (Note 10). The revenue bonds bear interest varying from 5% 9 3/4% and require semi-annual interest payments. , t'. A-28 ~.S~d Ps~K~oe,td&.~~ I e~L C; as rr., THE EV, I,UTIIERAN COOD SAKARITAN SOCIETY NOTES TO FINANCIAL, STATEMENTS VVME-HBER 31, 1980 AND 1979 (d.) Other secured notes bear interest at 8% and require monthly interest payments with the principal due in 1987, (a) Notes payable to individuals boar interest varying from 5 1/2% - 12% and require monthly, quarterly, semi-annual or annual Interest payments, (f) Other unsecured notes bear interest varying from 0% M 2% above bank prime interest rates (floating) and require principally, monthly principal and interest payments, (8) Direct obligation notes bear interest varying from 8% - 8 3/4% and require semi-annual interest payments, e . 4P~ r a. r,. A.30 N ~ ~'.14 yh i y1~ c •.A f p ~u'~,~~f(V _ ('L~ 4 t M ,r te•v +1 ww~~.. t~1 I l l l l l t l l i l l E l l W V ~N QQ ttrr Y }N~ WpWp ~ p o N M~ N N~~ MHNMMHMMW NH ANN NNF+ ~ V V V V V V V V V V Y 4 0e W aM1n 0o vl W WNHHOY N~~bY H O, VQc~ V VQQ VQ V M V5~ Y V VQ Vc~ VQ YQ Vc~ V VQ y y y y y y ~25~E52$~o25~~252523~Si5~~Sw~°HH°~r~~w~ 00 H W W H N N N N N N W H N H W W N H H ~ /`-~~/`~~-'yy{{ M V V Y V V Y V Y V y Y V V V V V V V V i'y ~ ~ M~ u pp I V~DW00 ~paV pppp NW N W MONO C00~ ~~W NHH ~~,'NTN~.jj]] [q*~ O~ pppp P~p N W W. O~ 0~ pppp V H A H W ~l N W Oi L~ H V+ V O In w V W ~O O, N, Vt 7J O 00 ~n P N O ~ ~J ~14 VVi OVO N i-I (Q~) V V V V V~ Vy8/ V V VIQJ V V1}II~' V VQW V V1Op~ V VW V=~- V~QlQ1 V V V Y Y W 1VW'~ ~H ll~ V N O V~ `J ~O w UI t~7 F W v~pi V w VFVFVFy~~~~~1 y, w ,s N N x Kl 7 I I II I l l l l l l l l l l l l t~ l l l l t l ~ ~tl ~ jjj 777tltltl RS 46 ` N f IE~~ I I! I I I I I I I I I I S I ~ W~ W~ ~N~.. ~ A Y~j ff(Q(Q~~ Aj W O Y a O~ N O~ ~4 V4 vvvr aNwo 4A V' I I I I I I 1 I! I I u~ wwNNYIaS.•MWwooo~~~ ~ V V Y 'Y Y V V V Y H kA a, OV SOWd+A~ WtON tip 1 ' I I I I l l l f l l l l I I I I I bbv H~+W[ H~ H (~.+f 3,~y-j]('~ abV ONO V 00 WF~+ VI ON y t, V V Y L V V ~ Y t' ~ MWyY 00 a VI Y V V W 491 r ~cWOW" r ~J 1 y; " THE r,1'. 1411'J'IJI'PAN CQO)> SAMARITAN SOCI I TY NOTES TO FINANCIAL, 8TATEN NTS I)MMUR 31, 1980 AND 1979 (8) PRUAID RBS1DENT RENTS Prepaid resident rents consists of advonco payment of resident routine care charges and $773,685 and $581,760 at Decomuor 31, 1980 and 1979, respectively, of oatimntod deferred routino care charges applicable to privnto payor residents residing in Society nursing home centers in Minnesota, The estimated deferred routine care charges resulted from the passage of Minnesota legislation, effective July 1, 1978, that states that a nursing home provider in Minnesota can not charge its private pnyor residents daily rates, per diems, in excess of the par diems paid the provider for Modionid/Wolfnre residents by the Minnesota Department of Public Welfare. This law has been challenged by the Minnesota Association of Health Care Facilities and certain nursing home providers, The issue is unresolved and remains to be adjudicated at a subsequent date. Pending the adjudication of this issue, Minnesota nursing home providers have been permitted to charge private payer residents per diems that are in excess of the respective providerta Medicaid/Welfar3 par diem with the understanding that this excess shall be repaid to the private payer residents if the issue is settled in the favor of the State of Minnesota. The Society, accordingly, has deferred recognition of the estimated excess of private payor per diems over MedicA3d/Welfare per diems and hea recorded this amount as a current liahility. This deferred revenue will be recognized as operating revenue in a subsequent year if the Minnesota Association of Health Care Facilities and related providers should prevail in this issue, (9) DEFERRED APARTMENT ENTRY FEES Apartment entry fees represent deposits made by apartment residents, The deposits are amortized to revenue in accordance with the terma of each deposit contract. Although the terms of the deposit ootitrsoto vary, the contracts provide principally that the Society shall earn from 1% to 4% of the 'deposit each month the depositing resident resides in the Society apartment. In addition, certain contracts provide that 5% or 10% of the contract amount is earned immediately by the Society as a processing fee, Refunds are mede of unamortized deposits on principally all of the contracts when the respective residents vacate an apartment unit and the unit 'is reoccupied. The current maturities portion of the above deposits represents the estimated portion of these fees to be refunded and to be amortized to income in the year subsequent to December 31, 1980 and 1979, A-32 THE 3;V 1.UT11VMN (;QOD SAP1A1iI9'AN SOCfld'll NOTU TO VINANCTAL STATIIRNTS mcr* rm 31, 1940 AND 1979 (10) CAPITA1,MD LCASFS As described in Notes 1 and 7, certain opernort8 centura are financed in part by the proceeds of Industrial ravonuo band issues secured by long-term leases. These long-totm loauars have been capitalizod in accordance with generally accepted nceounting principles and are reflected in the accompany1my, balance ulioatn as a part of the property and long-term debt of the Socl.ety. The lease agreements require payments sufficient to amorti.xa all principal and interest applienble to the ralated bond issues. Aggregate minimum lease commitments at December 31, 1980, Qor the capitalized leases described above, are payable as foijovo t YEARS ENDED DUCENBER 31. 1981 $ 3, 9 , 19 1982 3,978,499 1983 3,9880915 1964 41006,212 19815 30954, L*5 Reminder Shrough H)04 53.!98,547 Total Xinin= oblimtions 730113,75% I.r~s kmrount tefr+resxmting Tmt.erest ;,~~,'4S1 Preseeat Valve of MiMLmflm O'bligatf)" . 1.t (it) wNTI1Gt XYLSD Caeffl ,C3:4''58.3.~"it3'? '79;Ti:73-?':S~T'd 33~~1sI1i:£3:~6* ' ~~:+~'d~5 gh,p su r r€res pr-vT-'8 at r"5m Sr.ti ery tA: e&r-s vin; JVw9A ryi- rb = the 'LarL* .d s3,t :cvt t td o-a.+ri 3 ffIIaQ £;+r 1,~; C)df i~b-3rerl_r ga tutn't, ofavr3.~. 3,9x~e sst,xR:a <de:~v~.neD 4m ~.vcrr:C~nusAe ac4AR~ ` Chr g+riar3 It s ai a 5>B+uz li ~i uR~ s},ac3@x~ n91r r~ti lm ~13V,c,s,z:aaQkV nm ls'id% ;fte a,en2 axe aweta,f, nkt -Suad.Fw s ; 3,7¢ ra4~x Sra. a .t xr xi rsmsts ,I ~Jf t xE pvf~i P b ASS v31 aT. axesaH3 Bn calluio i sa a r,t ,z.' aTVes % t' ' JvHtzS?'fti7~YV31fE~3 3'TIftSR'r3~3 JcAT»`1S: L~9i4i li£t?t7ti11~ IN, me TAM. 'Mvjm MOT :V(MtL Jirx5fi,ri.4zxa~ to J' kl;r is 7i~xdiatr~ . ;:"i >av~~ 4 ;2 li TII1: M LOTIRMN 60,00 SAMARITAN SOCIETY NOTES TO FINANCIAL STATEMENTS DIX314H31.R 31, 1980 AND 1979 Each of the above programs require the filing of ann-sal cost roimbursement reports which are subject to audit by the third-party payore. A, stated in Note 1, the accompanying financial statements reflect the estimated receivable or payable for final settlements for services rendered to residents under those programs, In prior years Society mnnngement had concluded that it was not practical to estimate the receivable or payable applicable to these final settlements. Starting in 1980, a system was developed to evaluate and ostImate those 'final settlements, No material receivable or payable final settlement adjustments, applicable to prior years, have been incurred by the Society in the years ended December 31, 1980 and 1979. It is the opinion of Society management'that no significant adverse adjustments will result from these third-party payore' final settlements subsequent to December 31, 1980. a UNEMPLOYMENT TWS SELF INSURED The Society self insures its liability for unemployment taxes at a substantial number of its centers. As a result, these ;r centers do not participate in the various state unemployment tax programs in the states where the centers, are located, Since the ncaption of this self insurance program in 19726 unemployment claims totaling $1,352,155 have been paid from thb program. CONSTRUCTION IN PROGRESS AND PLANNFI) EXPANSIONS r, The Society's Board of Directors have approved construction projects which have costs currently estimated by Society management as P6116WSt t , 1<' 5t, i i ~ ~j.. t ~ ~Y .r, <r~ , Y.Z~ 1. ~ ~ ~ ~a~.`~t~• ~ ' A Yrnts r;v, LUTHERAN GOOD SAMARITAN SOCIETY NO'1'1iS TO FINANCIAL STATMIKS Dltcr:M11HR 31, 1950 AND 1979 PRODY019 STA1iT I) OR To BB FROJEM STARTYP I)i I'Mect.SS SUOSPAUENT AT TO DECDcuit 31, Lwx; fS re 31, ulom i tNxtts (or yo'~ests 3~nA+rr tltrv~ t8~ at ~.,vna~rr .Rt, 1~`+ C '~►iiA,irty t$, aitxrr S1M'~~~+g+l+r1~8 Ear:tr~,`ty A rtx si ~~~~9t:4~ at ~r.~ta,d•rr ~I, ~ ~ ;i~, v'S!i,:~Y 1Aa+ty to t,.r 3.r $:zjmlal R . ~~t'2!~ E.2R.~.~Yf'37+~..~.+.A~yyLy~~+W+.y+yv*y~" +1~~3~i~;;'.~y(7'~~,,~~553$`44~►' e7a-V*P vt; `.~1+,1:$t~'•YO7tt ':R.urrt'Fa-y~p~ ~ .y s1 r u ~,y'.1 `l i n2, f•Y r } ? f'' ,i ~ ,Y i~ f. IL 1'' Y it t'Y~2 k~h'.i ffa ,psi f! y ~t 'a t Y i ~"'tom ,1 y= e ~ l~ e u, f~~ tom, ~.+~11 [This page wag left blank intentlonally j r, Fy w i 1 (yp V VI ' 1 ~ Iii; iiln r 0 ciYl 1 :(1 ,.I S, ~.~F ,1.Ip . ~r yd. w•'"M ~f~~ `}~3.;a1 ~I APPENDIX A Am A Mttttidpa) load Mettrat►ce Corporatjon ~ APPENDIX ~ /~A~ a Su sldlary o Ma1C Investment Col ration P. 0. Box 488, Milwaukee, Wlsconsln 53201 Muracipal Bond Irlleura" Polley Issuer Polley Number) Bondi Premlumi Yom'" M Q S AMERICAN MUNICIPAL BOND ASSURANCE CORPORATION (AMBAC) A New York'Stock Inrirance Company In consideration of the payment Who premium and subject to the terms of this Policy, hereby agrees to pay to the United States Trust Company of New York, as trustee, or Its successor (the "Insurance Trustee"), for the beneill of Bondholders, that portion of the principal of and interest on the above•descrW debt obligations (the "Bonds") which shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer. AMBAC will make such payments to the Insurance Trustee within 10 days following notification to AMBAC of Nonpayment, Upon a "holder's'prosentatlon and surremder to the insurance Trustee of such unpaid Bonds or appurtenant coupons, uncanceled and In boater form and free of any adverse claim, the Insurance Trustee wlll,dlsbutse to the Bondholder the lace amount of principal and Interest which Is then Due for Payment but Is unpaid, Upon Ouch disbursement, AMBAC shall become the owner of the surrendered tlonds and coupons and shall be fully subrogated to all of the Bondholder's rights to payment. As used herein, the,term 'Bondholder" means any person other' thin the I4suer, who, at the fimeof 26,64ment is th$$ owner of a Bond or of a coupon Appertalming to a Bono, "Due for )-.Wment" when Wolfing to the prl'60b,f of Bonds, Is wht~ the. i stated maturity date has been reached and does not refer to any carfler date on which payment Is'due by reason of tall for redemotlon, acceleration or other advancement of matuflty, And when referring to Interest on the ~onds, is when the,~tWed date for paymont of Interest has been reached, !'Nonpayment" means the (allure of the Issuer 16 have providesl sufficient funds to thepaying agent for payment In full of all principal of and Interest on the Bonds which are Due for Payment This Policy is noncanceiable for any reason. The premium on this Policy is not refundable for any reason, Including payment of the Bonds prior to maturity, This Policy does not insure against loss of any redemption; prepayment or seceieration premium which at any time nuty become due In respect of any Bond, nor against any risk"other than Nonpayment. Irt witr)ass whereof, AMBAC has caused this Policy to be affixed with 'a facslm.,te of Its corporate seal and to be signed by Its duly authorized officers in facstmiie to become ef(WI" and binding upon AAVGAC by virtue of the signature of its duly authorized ofR• core, ~pdAa 'f444r'" t `5 EA ,taro 1, y Secretary President ENeetis*e Deter 'r Autborlred Officer R , UNITED STATES TRUST COMPANY Of NEW YORK acknowledges that it has agreed top ;;orm the duties of Insurance Trustee under this policy. 'er Authorized Officer rk, \ 5l. J,t~.' { ;,l•• ;~,~~`,~yci,.is~ai1~i%ii.,,J~,r~.~;Etik~~~i~~,~J~s~.aY'A.,.",.t,~..u.>4~3a~F~.~ Summary Statement 3 Introductory Statement a The Issuer 7 The Sooioty 7 The Proceeds a $2pMpOW Use of Proceeds 0 Security for the Bonds and Source of Payment . , , . , 10 Revenue Bonds Bond Insurance 10 The Bonds 11 The Agreement 16 The Indenture 28 Underwriting , , , , , , , , , , , , , , , , , , , , , , , , , , , , 33 Denton Retirement Tax Exemption 33 Litigation 33 Rating 34 and Nursing Center R Approval of Legal Proceedings . , , , . , , , . , . 34 Finance Authority Appendix A The Sv, Lutheran t)ood Samaritan Society , , , , , , , A.1 (Denton, Texas) Appendix B . - Form of p AMBAC Policy B•1 for the benefit of No parson has boon authorized to give any s information or to make any repre;beatations other thin these contained in this txnelal Statement to The' Ev. Lutheran Brood connection with the often made hereby, and it C~ given at mode, such information or Samaritan Society , prerentations must not be relied upon u having s, been authorised by the Mallon Retirement and `,4rsiag Center Manes Authority or the Underwriter. Neither the delivery of, this Oftelal SWoment nor any sale hereunder shall, under any oiroumatances create any Implication that'there ` has been ao ohrnge in the. affairs of the Denton Retirement and Nunn Center Finance Authority or The k',; Lutheran Good Samaritan Society since 91 the date hereof. This O lotxl Statement does not March , 1082 oauUtute an often or solicitation in uny *Iisdktlon In which such offer or solicitation is r , not Authorised, or in which the person maldng such offer or solioltation is not qualifii d to do so, or to any Peron to whom it Is uniawfal to make such offer Or solioitRtion, The information set forth herein has been obtained from the Denton Retirement and Nursing center Finance Authority and The Bv. Lutbet" Good Samaritan Society and other sources which are believed to be reilable, &y` but it Is not nuarAnteed as to accuracy or, oompkteneu by, and Is not to be construed as it represontation by, the Underwriter, s.. I.)1 .iYc f5 ~'E„ .