$9,185,000 SCHOOL DISTRICT OF CLAYTON, ST. LOUIS COUNTY ... · the bonds have not been registered with the securities and exchange commission under the securities act of 1933, as

NEW ISSUE RATING: S&P: AAA BOOK-ENTRY ONLY See “BOND RATING” herein

In the opinion of Gilmore & Bell, P.C., Bond Counsel, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”), the Bonds are “qualified school construction bonds” within the meaning of Section 54F of the Code, and Owners of Tax Credit Certificates, whether held as part of the Bonds or otherwise as separate Tax Credit Strips created in accordance with United States Treasury Regulations issued under Section 54A(i) of the Code, as of the applicable Credit Allowance Dates during a taxable year, are entitled to a credit against federal income tax for that year in accordance with Section 54A of the Code. The amount of each tax credit allowed for federal income tax purposes will be treated as interest and included in gross income of the Owners of Tax Credit Certificates for federal income tax purposes, in accordance with each Owner’s tax status and accounting method. Stated Interest on the Bonds will be included in gross income of the Owners for federal income tax purposes in accordance with each Owner’s tax status and accounting method. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of the Bonds or the Tax Credit Certificates, the receipt of the tax credits, or the accrual or receipt of Stated Interest or deemed interest on the Bonds or the Strips. See “TAX MATTERS” in this Official Statement and the form of opinion of Bond Counsel attached hereto as Appendix C.

$9,185,000

SCHOOL DISTRICT OF CLAYTON, ST. LOUIS COUNTY, MISSOURI

General Obligation Qualified School Construction Bonds Series 2009A

(Tax Credit Bonds)

Dated: Date of Delivery Tax Credit Rate: 5.88% Interest Rate: 1.37% Price: 100.00% Due: March 1, 2024

The General Obligation Qualified School Construction Bonds, Series 2009A (Tax Credit Bonds) (the “Bonds”) will be issued by the School District of Clayton, St. Louis County, Missouri (the “District”), for the purpose of providing funds to (1) pay a portion of the costs of the Project, as described herein, and (2) pay the costs of issuance of the Bonds. The Bonds are being issued as “qualified school construction bonds” as defined in Section 54F of the Code and are comprised of a principal component (the “Principal Component”) and tax credit components (the “Tax Credit Components”) evidenced by the tax credit certificates associated with each Bond (the “Tax Credit Certificates”). Interest on the Bonds is payable on March 1, 2010 and thereafter on each March 1 and September 1 to maturity. Principal of the Bonds is payable at maturity on the date shown above. See the section herein captioned “THE BONDS.”

Under the Code, the ownership of the Tax Credit Certificates associated with each Bond may be separated (or “stripped”) from the Principal Component, following which the Tax Credit Certificates would be registered separately from the Principal Component (a “Tax Credit Strip”) and the Principal Component would then be registered as a principal strip (a “Principal Strip” and collectively with the Tax Credit Strips, the “Strips”). For federal income tax purposes, United States taxpayers who own Bonds or a Tax Credit Certificate on the Credit Allowance Dates in each calendar quarter will be entitled to a credit against federal income tax. See the sections herein captioned “THE BONDS – Description of Bonds and Tax Credit Certificates; Tax Credit Stripping” and “TAX MATTERS.”

The Bonds will be issued as fully registered bonds (and, if stripped, the Strips will be issued as fully registered strips) without coupons, and, when issued, will be registered in the name of Cede & Co., as bondowner and nominee for The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Bonds and, if stripped, the Strips. Purchasers will not receive certificates representing their interest in the Bonds or the Strips. See the section herein captioned “THE BONDS – Book-Entry Only System.”

The Bonds are not subject to optional redemption prior to maturity; however, the Bonds are subject to extraordinary mandatory redemption prior to maturity. See the section herein captioned “THE BONDS – Redemption Provisions.”

THE BONDS AND INTEREST THEREON WILL CONSTITUTE GENERAL OBLIGATIONS OF THE DISTRICT, PAYABLE FROM AD VALOREM TAXES WHICH MAY BE LEVIED WITHOUT LIMITATION AS TO RATE OR AMOUNT UPON ALL OF THE TAXABLE TANGIBLE PROPERTY, REAL AND PERSONAL, WITHIN THE TERRITORIAL LIMITS OF THE DISTRICT. See inside cover for maturity, principal amount, Principal Strip Amount, Tax Credit amount, interest rate, price and CUSIP numbers.

This cover page contains information for quick reference only. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Bonds are offered when, as and if issued by the District and accepted by the Underwriter, subject to the approval of validity by Gilmore & Bell, P.C., St. Louis, Missouri, Bond Counsel, and subject to certain other conditions. Bond Counsel will also pass on certain matters relating to this Official Statement. Piper Jaffray & Co. has served as financial advisor to the District on this transaction. It is expected that the Bonds will be available for delivery through the facilities of DTC in New York, New York on or about October 14, 2009.

The date of this Official Statement is September 30, 2009.

$9,185,000 SCHOOL DISTRICT OF CLAYTON,

ST. LOUIS COUNTY, MISSOURI General Obligation Qualified School Construction Bonds

Series 2009A (Tax Credit Bonds)

Base CUSIP: 184270 The Bonds:

Year (March 1)

Principal Amount

Tax

Credit Rate Interest

Rate

Price CUSIP

2024 $9,185,000 5.88% 1.37% 100.00% FG6

As and after principal is stripped from the associated Tax Credit Certificates:

Year (March 1) Principal Strip Amount CUSIP

2024 $9,185,000 FH4

Tax Credit Strips:

Credit

Allowance Date Credit

Amount

CUSIP Credit

Allowance Date Credit

Amount CUSIP

12/15/2009 $ 91,513.22 FJ0 3/15/2017 $135,019.50 GP5

3/15/2010 135,019.50 FK7 6/15/2017 135,019.50 GQ3 6/15/2010 135,019.50 FL5 9/15/2017 135,019.50 GR1 9/15/2010 135,019.50 FM3 12/15/2017 135,019.50 GS9

12/15/2010 135,019.50 FN1 3/15/2018 135,019.50 GT7 3/15/2011 135,019.50 FP6 6/15/2018 135,019.50 GU4 6/15/2011 135,019.50 FQ4 9/15/2018 135,019.50 GV2 9/15/2011 135,019.50 FR2 12/15/2018 135,019.50 GW0

12/15/2011 135,019.50 FS0 3/15/2019 135,019.50 GX8 3/15/2012 135,019.50 FT8 6/15/2019 135,019.50 GY6 6/15/2012 135,019.50 FU5 9/15/2019 135,019.50 GZ3 9/15/2012 135,019.50 FV3 12/15/2019 135,019.50 HA7

12/15/2012 135,019.50 FW1 3/15/2020 135,019.50 HB5 3/15/2013 135,019.50 FX9 6/15/2020 135,019.50 HC3 6/15/2013 135,019.50 FY7 9/15/2020 135,019.50 HD1 9/15/2013 135,019.50 FZ4 12/15/2020 135,019.50 HE9

12/15/2013 135,019.50 GA8 3/15/2021 135,019.50 HF6 3/15/2014 135,019.50 GB6 6/15/2021 135,019.50 HG4 6/15/2014 135,019.50 GC4 9/15/2021 135,019.50 HH2 9/15/2014 135,019.50 GD2 12/15/2021 135,019.50 HJ8

12/15/2014 135,019.50 GE0 3/15/2022 135,019.50 HK5 3/15/2015 135,019.50 GF7 6/15/2022 135,019.50 HL3 6/15/2015 135,019.50 GG5 9/15/2022 135,019.50 HM1 9/15/2015 135,019.50 GH3 12/15/2022 135,019.50 HN9

12/15/2015 135,019.50 GJ9 3/15/2023 135,019.50 HP4 3/15/2016 135,019.50 GK6 6/15/2023 135,019.50 HQ2 6/15/2016 135,019.50 GL4 9/15/2023 135,019.50 HR0 9/15/2016 135,019.50 GM2 12/15/2023 135,019.50 HS8

12/15/2016 135,019.50 GN0 3/1/2024 114,016.47 HT6

SCHOOL DISTRICT OF CLAYTON ST. LOUIS COUNTY, MISSOURI

#2 Mark Twain Circle Clayton, Missouri 63105

(314) 854-6000

BOARD OF EDUCATION

Omri Praiss, President and Director

Sonny Buttar, Vice-President and Director Robert Kerr, Secretary and Director Susan Buse, Treasurer and Director

Lily Raymond, Director Jane Klamer, Director Steve Singer, Director

ADMINISTRATION

Dr. Don Senti, Superintendent

Dorothy Barbeau, Assistant Superintendent of Teaching and Learning Dr. Sharmon B. Wilkinson, Assistant Superintendent of Human Resources

Mark Stockwell, Chief Financial Officer

BOND COUNSEL

Gilmore & Bell, P.C. St. Louis, Missouri

UNDERWRITER

Commerce Bank, N.A. St. Louis, Missouri

PAYING AGENT

The Bank of New York Mellon Trust Company, N.A. St. Louis, Missouri

FINANCIAL ADVISOR

Piper Jaffray & Co. St. Louis, Missouri

____________________________

REGARDING USE OF THIS OFFICIAL STATEMENT

____________________________

THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTION CONTAINED IN SECTION 3(a)(2) OF SUCH ACT.

The information set forth herein has been obtained from the District and other sources which are deemed to be reliable, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the District. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

No dealer, broker, salesperson or any other person has been authorized by the District to give any information or make any representations, other than those contained in this Official Statement, in connection with the offering of the Bonds, and if given or made, such other information or representations must not be relied upon as having been authorized by the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any state in which it is unlawful for such person to make such offer, solicitation or sale. The information herein is subject to change without notice, and neither the delivery of this Official Statement nor the sale of any of the Bonds hereunder shall under any circumstances create any implication that there has been no change in the affairs of the District or the other matters described herein since the date hereof.

IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

____________________________

______________________________

CAUTIONARY STATEMENTS REGARDING FORWARD- LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT

______________________________

Certain statements included in or incorporated by reference in this Official Statement that are not purely historical are “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended, and reflect the District’s current expectations, hopes, intentions, or strategies regarding the future. Such statements may be identifiable by the terminology used such as “plan,” “expect,” “estimate,” “budget,” “intend” or other similar words.

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. INCLUDED IN SUCH RISKS AND UNCERTAINTIES ARE (i) THOSE RELATING TO THE POSSIBLE INVALIDITY OF THE UNDERLYING ASSUMPTIONS AND ESTIMATES, (ii) POSSIBLE CHANGES OR DEVELOPMENTS IN SOCIAL, ECONOMIC, BUSINESS, INDUSTRY, MARKET, LEGAL AND REGULATORY CIRCUMSTANCES, AND (iii) CONDITIONS AND ACTIONS TAKEN OR OMITTED TO BE TAKEN BY THIRD PARTIES, INCLUDING CUSTOMERS, SUPPLIERS, BUSINESS PARTNERS AND COMPETITORS, AND LEGISLATIVE, JUDICIAL AND OTHER GOVERNMENTAL AUTHORITIES AND OFFICIALS. ASSUMPTIONS RELATED TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE, AND MARKET CONDITIONS AND FUTURE BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY. FOR THESE REASONS, THERE CAN BE NO ASSURANCE THAT THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENTS WILL PROVE TO BE ACCURATE.

UNDUE RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENT ARE BASED ON INFORMATION AVAILABLE TO THE DISTRICT ON THE DATE HEREOF, AND THE DISTRICT ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR OR FAIL TO OCCUR, OTHER THAN AS INDICATED UNDER THE CAPTION “CONTINUING DISCLOSURE UNDERTAKING.”

TABLE OF CONTENTS Page

INTRODUCTION .................................................. 1 General ................................................................ 1 Purpose of the Bonds........................................... 1 Security for the Bonds......................................... 1 Description of the Bonds..................................... 2 Tax Matters ......................................................... 3 Certain Investor Considerations Regarding the

Bonds ............................................................ 3 Continuing Disclosure......................................... 3 Descriptions of Documents and Other

Information ................................................... 3 THE BONDS .......................................................... 4

Authority for Issuance ......................................... 4 Description of Bonds and Tax Credit

Certificates; Tax Credit Stripping................. 4 Method and Place of Payment of Principal or

Redemption Price.......................................... 5 Registration, Transfer and Exchange of Bonds

and Tax Credit Certificates ........................... 6 Execution and Registration of Bonds and Tax

Credit Certificates ......................................... 7 Mutilated, Destroyed, Lost and Stolen Bonds

and Tax Credit Certificates ........................... 8 Redemption Provisions ....................................... 8 Selection of Bonds to be Redeemed.................. 11 Notice and Effect of Call for Redemption......... 11 Right to Rescind Notice of Redemption............ 13 No Defeasance................................................... 13 Book-Entry Only System .................................. 13

SECURITY FOR THE BONDS........................... 15 CERTAIN INVESTOR CONSIDERATIONS REGARDING THE BONDS................................ 17

No Secondary Market........................................ 17 Tax Credits Not Refundable.............................. 17 Adjustments Following Additional Internal

Revenue Service Guidelines ....................... 17

PLAN OF FINANCING....................................... 17 General .............................................................. 17 The Project ........................................................ 17 Sources and Uses of Funds ............................... 18

THE DISTRICT ................................................... 18 LEGAL MATTERS ............................................. 18 BOND RATING................................................... 18 TAX MATTERS .................................................. 19

Opinion of Bond Counsel ................................. 19 Other Federal Income Tax Consequences to

Owners of the Bonds .................................. 20 CONTINUING DISCLOSURE UNDERTAKING ................................................. 23 ABSENCE OF LITIGATION .............................. 24 UNDERWRITING ............................................... 25 MISCELLANEOUS............................................. 25 APPENDIX A - Information Regarding the District APPENDIX B - Audited Financial Statements and

Independent Auditor’s Report of the District for the Fiscal Year Ended June 30, 2008

APPENDIX C - Form of Opinion of Bond Counsel

(i)

OFFICIAL STATEMENT

$9,185,000 SCHOOL DISTRICT OF CLAYTON,

ST. LOUIS COUNTY, MISSOURI General Obligation Qualified School Construction Bonds

Series 2009A (Tax Credit Bonds)

INTRODUCTION

The following introductory information is subject in all respects to more complete information contained elsewhere in this Official Statement. The order and placement of materials in this Official Statement, including the appendices hereto, are not to be deemed to be a determination of relevance, materiality or relative importance, and this Official Statement, including the cover page and appendices, should be considered in its entirety. The offering of the Bonds to potential investors is made only by means of the entire Official Statement.

General

This Official Statement, including the cover pages and appendices hereto, is furnished to prospective purchasers in connection with the offering and sale of $9,185,000 aggregate principal amount of General Obligation Qualified School Construction Bonds, Series 2009A (Tax Credit Bonds) (the “Bonds”) by the School District of Clayton, St. Louis County, Missouri (the “District”). The Bonds are issued pursuant to certain provisions of the American Recovery and Reinvestment Act of 2009 (the “Recovery Act”) and other applicable law and pursuant to a resolution adopted by the Board of Education of the District (the “Board”) on September 30, 2009 (the “Resolution”).

The Bonds have been designated by the District as “qualified school construction bonds” (“Qualified School Construction Bonds” or “QSCBs”) pursuant to Section 54F of the Internal Revenue Code of 1986, as amended (the “Code”). The District has received an allocation sufficient for the issuance of the Bonds from the United States Secretary of the Treasury pursuant to the Code. See the section herein captioned “TAX MATTERS.” All capitalized terms not otherwise defined herein have the meanings assigned to those terms in the Resolution.

Purpose of the Bonds

The Bonds are being issued for the purpose of providing funds to (i) pay a portion of the costs of constructing, renovating, expanding, improving, furnishing and equipping school sites, buildings and related facilities for school purposes, including providing new and renovated science labs and other instructional space to support programs and curriculum, enhancing safety and energy efficiency, and improving HVAC, electrical, plumbing and technology systems at the elementary schools, high school and family center (collectively, the “Project”), as further described under the section herein captioned “PLAN OF FINANCING – The Project,” and (ii) pay the costs of issuance related to the Bonds. See the section herein captioned “PLAN OF FINANCING.”

Security for the Bonds

General. The Bonds will constitute general obligations of the District and will be payable as to principal, interest and Redemption Premium, if any, from ad valorem taxes which may be levied without

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limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the District. See the section herein captioned “SECURITY FOR THE BONDS.”

Fiscal Agent Agreement. Pursuant to the Resolution, the District is obligated to transfer funds to The Bank of New York Mellon Trust Company, N.A., St. Louis, Missouri, acting as fiscal agent (the “Fiscal Agent”), under the Fiscal Agent Agreement dated the date of issuance of the Bonds (the “Fiscal Agent Agreement”). Pursuant to the Fiscal Agent Agreement, the Fiscal Agent agrees to deposit such money received from the District into the Bond Fund established pursuant to the Resolution (the “Bond Fund”) and the Fiscal Agent Agreement and to invest all such moneys in accordance with the provisions of the Fiscal Agent Agreement. See the section herein captioned “SECURITY FOR THE BONDS.”

Description of the Bonds

General. The Bonds shall consist of fully registered bonds without coupons, numbered from 1 consecutively upward, with the number on each Bond preceded by the letter “R,” or in a manner determined by The Bank of New York Mellon Trust Company, N.A., St. Louis, Missouri (the “Paying Agent”), in denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The Bonds shall be substantially in the form set forth in the Resolution, and shall be subject to registration, transfer and exchange as provided in the Resolution. The Bonds shall be dated the date of original issuance and delivery thereof, shall become due in the amount on the date specified in such Bond and the Resolution as the fixed date on which the principal of such Bond or any installment of interest thereon, is due and payable (the “Stated Maturity”) shown on the inside cover page hereof, subject to redemption and payment prior to Stated Maturity as provided in the Resolution, and shall bear interest at the rate per annum shown on the inside cover page hereof (computed on the basis of a 360-day year of twelve 30-day months) from the date thereof or from the most recent Stated Maturity of an installment of interest on any Bond (“Interest Payment Date”) to which interest has been paid or duly provided for, payable semiannually on March 1 and September 1 in each year, beginning on March 1, 2010; provided, however, upon a Determination of Loss of Tax Credit Bond Status (as defined herein), the Bonds are subject to extraordinary mandatory redemption and will accrue interest (1) at an interest rate equal to 5.88% (the “Tax Credit Rate”) (computed on the basis of a 360-day year of twelve 30-day months) from the March 15, June 15, September 15 or December 15 (each a “Credit Allowance Date”) immediately preceding the date fixed for redemption (the “Redemption Date”), determined in accordance with the Resolution, to the Redemption Date and (2) at 1.37% on the principal amount of the Bonds called for redemption from the most recent Interest Payment Date to which interest has been paid or duly provided for to the Redemption Date. See the section herein captioned “THE BONDS – Description of Bonds and Tax Credit Certificates; Tax Credit Stripping” and “ – Redemption Provisions.”

Each Bond is comprised of a principal component (the “Principal Component”) and tax credit components (the “Tax Credit Components”) evidenced by the tax credit certificates associated with each Bond (the “Tax Credit Certificates”). The ownership of the Tax Credit Certificate associated with each Bond may be separated (or “stripped”) from the Principal Component, following which the Tax Credit Certificate would be registered separately from the Principal Component (a “Tax Credit Strip”) and the Principal Component would then be registered as a principal strip (a “Principal Strip”; the term “Strips” used herein shall mean one or more Principal Strips and/or Tax Credit Strips). At any time, with respect to the Bonds, the person (the “Owner” or “Registered Owner”) in whose name such Bond is registered on the books for the registration, transfer and exchange of Bonds and Tax Credit Certificates kept at the office of the Paying Agent (the “Register”) of a Bond may, by written request to the Paying Agent in the form attached to the Resolution, direct the Paying Agent to authenticate and deliver the Tax Credit Strips separated from such Bond and endorse and renumber the Principal Strip of such Bond. The Tax Credit Certificates shall be substantially in the form set forth in the Resolution, and shall be subject to

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registration, transfer and exchange as provided in the Resolution. See the section herein captioned “THE BONDS – Description of Bonds and Tax Credit Certificates; Tax Credit Stripping.”

Tax Credits. The Owner of a Bond or a Tax Credit Strip on each Credit Allowance Date will be allowed a credit under the Code (the “Tax Credits”) against such Owner’s federal income tax liability. The Owners’ entitlement to the Tax Credits will be evidenced by Tax Credit Certificates. See the sections herein captioned “THE BONDS - Description of Bonds and Tax Credit Certificates; Tax Credit Stripping” and “TAX MATTERS.”

Tax Matters

In the opinion of Gilmore & Bell, P.C., Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, the Bonds are “qualified school construction bonds” within the meaning of Section 54F of the Code. Owners of Tax Credit Certificates, when held as part of the Bonds or as separate Tax Credit Strips created in accordance with United States Treasury Regulations issued under Section 54A(i) of the Code, as of the applicable Credit Allowance Date are entitled to a federal income tax credit for that taxable year, subject to the limitations of Section 54A of the Code. The amount of each tax credit allowed for federal income tax purposes will be treated as interest and included in gross income of the Owners of Tax Credit Certificates for federal income tax purposes in accordance with each Owner’s tax status and accounting method. Stated Interest on the Bonds will be included in gross income for federal income tax purposes in accordance with each Owner’s tax status and accounting method. A complete copy of the proposed form of opinion of Bond Counsel is set forth in Appendix C hereto. See the section herein captioned “TAX MATTERS.”

Certain Investor Considerations Regarding the Bonds

The Bonds and the related Tax Credit Certificates are a new product which derive from the recent passage of the Recovery Act. As such, potential purchasers of the Bonds should consider certain implications associated with ownership of the Bonds. See the section herein captioned “CERTAIN INVESTOR CONSIDERATIONS REGARDING THE BONDS.”

Continuing Disclosure

The District has agreed in a Continuing Disclosure Agreement dated as of the date of delivery of the Bonds (the “Continuing Disclosure Agreement”), between the District and The Bank of New York Mellon Trust Company, N.A., as Dissemination Agent, to provide certain financial information and operating data relating to the District and to provide notices of the occurrence of certain enumerated events relating to the Bonds, if deemed by the District to be material. The financial information, operating data and notice of events will be filed by the Dissemination Agent on behalf of the District in compliance with Rule 15c2-12 promulgated by the Securities and Exchange Commission. See the section herein captioned “CONTINUING DISCLOSURE UNDERTAKING.”

Descriptions of Documents and Other Information

Brief descriptions and summaries of the Resolution, the Fiscal Agent Agreement, the Bonds, the security for the Bonds and certain other matters are included in this Official Statement. Such information, summaries and descriptions do not purport to be comprehensive or definitive. All references herein to the Bonds, the Resolution and the Fiscal Agent Agreement are qualified in their entirety by reference to such documents.

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This Official Statement speaks only as of its date, and the information contained herein is subject to change.

THE BONDS

Authority for Issuance

The Recovery Act amended the Code, authorizing QSCBs to provide financing for the construction, rehabilitation or repair of public school facilities, or the acquisition of land on which such facilities are to be constructed with part of the proceeds of such bonds, or for expenditures for costs of acquisition of equipment to be used in such portion or portions of the public school facility that is being constructed, rehabilitated or repaired with proceeds of such bonds (“QSCB Purposes”). Section 54F of the Code provides a national bond limitation authorization for QSCBs of $11 billion for each of the years 2009 and 2010, and a portion of such authorization was allocated to the State of Missouri which, acting through DESE, granted the District an allocation of $9,187,066 for QSCBs. The District has determined that it is in the best interests of the District to use the District’s allocation to issue and sell the Bonds to pay a portion of the costs of the Project qualifying for QSCB Purposes, including the costs of issuance of the Bonds. The District has further determined that it is in the best interests of the District to provide for the separation of the ownership of the Bonds from the entitlement to the Tax Credits with respect to such Bonds after the initial issuance of the Bonds, and for the sale of instruments evidencing the Tax Credits, referred to herein as the Tax Credit Certificates, after the initial issuance of the Bonds.

Description of Bonds and Tax Credit Certificates; Tax Credit Stripping

General. The Bonds shall consist of fully registered bonds without coupons, numbered from 1 consecutively upward, with the number on each Bond preceded by the letter “R,” or in a manner determined by the Paying Agent, in Authorized Denominations. The Bonds shall be substantially in the form set forth in the Resolution and shall be subject to registration, transfer and exchange as provided in the Resolution. The Bonds shall be dated the date of original issuance and delivery thereof, shall become due in the amount on the Stated Maturity shown on the inside cover page hereof, subject to redemption and payment prior to Stated Maturity as provided in the Resolution, and shall bear interest at the rate per annum shown on the inside cover page hereof (computed on the basis of a 360-day year of twelve 30-day months) from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on March 1 and September 1 in each year, beginning on March 1, 2010; provided, however, upon a Determination of Loss of Tax Credit Bond Status, the Bonds are subject to extraordinary mandatory redemption and will accrue interest (1) at an interest rate equal to the Tax Credit Rate (computed on the basis of a 360-day year of twelve 30-day months), from the Credit Allowance Date immediately preceding the Redemption Date determined in accordance with the Resolution to the Redemption Date, and (2) at 1.37% on the principal amount of the Bonds called for redemption from the most recent Interest Payment Date to which interest has been paid or duly provided for to the Redemption Date. See the subsection below captioned “Redemption Provisions.”

Each Bond is comprised of a Principal Component and Tax Credit Components evidenced by the Tax Credit Certificates. The Tax Credit Certificates shall be substantially in the form set forth in the Resolution and shall be subject to registration, transfer and exchange as provided in the Resolution. The Tax Credit Certificates shall be numbered from 1 consecutively upward with the number on each Tax Credit Certificate preceded by the letters “CR,” or in a manner determined by the Paying Agent.

Tax Credit Stripping Permitted. The District has caused the Bonds to be issued in a form that permits the separation of the ownership of the Principal Component and the Tax Credit Component of

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each Bond after the initial issuance of the Bonds. The ownership of the Tax Credit Certificate associated with each Bond may be separated (or “stripped”) from the Principal Component, following which the Tax Credit Certificate would be registered separately from the Principal Component (a “Tax Credit Strip”) and the Principal Component would then be registered as a principal strip (a “Principal Strip”; the term “Strips” used herein shall mean one or more Principal Strips and/or Tax Credit Strips). At any time the Owner of a Bond may, by written request to the Paying Agent in the form attached to the Resolution, direct the Paying Agent to authenticate and deliver the Tax Credit Strips separated from such Bond and endorse and renumber the Principal Strip of such Bond.

Upon the receipt of a request directing the Paying Agent to authenticate and deliver Tax Credit Strips, the Paying Agent shall authenticate and deliver to the Owner so requesting, Tax Credit Strips dated the date of the related Bonds in fully registered form in a notional amount equal to the principal amount of the related Bond, and contemporaneously with the delivery thereof, the Paying Agent shall (1) evidence the Principal Component by executing the legend, entitled “Principal Strip Legend,” that appears on the Paying Agent’s authentication page for such related Bond, (2) assign the new CUSIP number (set forth in the inside cover page of this Official Statement) to the Principal Component of such related Bond that is distinct from the CUSIP number for the original Bond and (3) assign the new CUSIP number (set forth in the inside cover page of this Official Statement) to the Tax Credit Strip that is distinct from the CUSIP number for the original Bond.

Tax Credits. Under the Code, the Tax Credits are allocated to the Owners of the Bonds or the Tax Credit Strips. The amount of each Tax Credit is represented by each Tax Credit Certificate and is an amount equal to twenty five percent (25%) of the product of the Tax Credit Rate, which is the published credit rate for the date on which the Bonds were sold by the District (being the Tax Credit Rate shown on the cover hereof), times the outstanding principal amount of the Bonds on the relevant Credit Allowance Date. The Tax Credit allowed for the first Credit Allowance Date of December 15, 2009 is the ratable portion of the tax credit otherwise allowed on such date based on an initial issuance date of October 14, 2009. If a Bond or, if stripped, a Tax Credit Strip, is redeemed or matures on a date other than March 15, June 15, September 15 or December 15, the redemption or maturity date will be deemed to be a Credit Allowance Date for such Bond, or, if stripped, such Tax Credit Strip and the amount of the associated Tax Credit will be a ratable portion of the tax credit otherwise allowed based on the redemption or maturity date. Owners of Tax Credit Certificates, whether held as Tax Credit Strips or as part of the Bonds, as of the applicable Credit Allowance Date, will receive the Tax Credit. See the section herein captioned “TAX MATTERS.”

Method and Place of Payment of Principal or Redemption Price

The principal or the price at which a Bond is to be redeemed pursuant to the terms of the Resolution, including the applicable Redemption Premium, if any (the “Redemption Price”), of and interest on the Bonds shall be payable in any coin or currency of the United States of America that, on the respective dates of payment thereof, is legal tender for the payment of public and private debts.

The principal of or Redemption Price of each Bond shall be paid on the date on which the principal of such Bond becomes due and payable, whether at the Stated Maturity thereof or by call for redemption or otherwise (“Maturity”) by check or draft to the person in whose name such Bond is registered on the Register at the Maturity thereof, upon presentation and surrender of such Bond at the designated payment office of the Paying Agent. So long as Cede & Co. is the Registered Owner of the Bonds, payment shall be made by electronic transfer or the equivalent under standing arrangements between the Paying Agent and the Securities Depository.

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The interest payable on each Bond on any Interest Payment Date shall be paid to the Registered Owner of such Bond as shown on the Register at the close of business on the 15th day (whether or not a Business Day) of the calendar month preceding such Interest Payment Date (the “Record Date”) for such interest (i) by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register or such other address furnished to the Paying Agent in writing by such Registered Owner, or (ii) in the case of an interest payment to any Registered Owner of $500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Registered Owner upon written notice signed by such Registered Owner and given to the Paying Agent not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the name and address of the bank (which shall be in the continental United States), its ABA routing number and the account number to which such Registered Owner wishes to have such transfer directed.

Notwithstanding the foregoing provisions, any interest on any Bond which is payable but not paid on any Interest Payment Date (“Defaulted Interest”) with respect to any Bond shall cease to be payable to the Registered Owner of such Bond on the relevant Record Date and shall be payable to the Registered Owner in whose name such Bond is registered at the close of business on the date fixed by the Paying Agent pursuant to the Resolution for the payment of Defaulted Interest (“Special Record Date”) for the payment of such Defaulted Interest, which Special Record Date shall be fixed as hereinafter specified in this paragraph. The District shall notify the Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be at least 30 days after receipt of such notice by the Paying Agent unless the District and the Paying Agent agree to a shorter time period) and shall deposit with the Paying Agent at the time of such notice an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment. Following receipt of such funds the Paying Agent shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment, unless the District and the Paying Agent agree to a shorter time period. The Paying Agent shall promptly notify the District of such Special Record Date and, in the name and at the District’s expense, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, by first class mail, postage prepaid, to each Registered Owner of a Bond entitled to such notice at the address of such Registered Owner as it appears on the Bond Register on such Special Record Date.

Registration, Transfer and Exchange of Bonds and Tax Credit Certificates

As long as any of the Bonds or Tax Credit Certificates remain Outstanding, the District will cause the Register to be kept by the Paying Agent. Each Bond and Tax Credit Certificate when issued shall be registered in the name of the Owner thereof on the Register.

Bonds and Tax Credit Certificates may be transferred and exchanged only on the Register as provided in the Resolution. Upon surrender of any Bond at the principal payment office of the Paying Agent, or such other office designated by the Paying Agent, the Paying Agent shall transfer or exchange such Bond for a new Bond in any Authorized Denomination of the same Stated Maturity and in the same aggregate principal amount as the Bond that was presented for transfer or exchange. Upon surrender of any Tax Credit Certificate at the principal payment office of the Paying Agent, or such other office designated by the Paying Agent, the Paying Agent shall transfer or exchange such Tax Credit Certificate for a new Tax Credit Certificate of the same Stated Maturity and in the same aggregate notional amount as the Tax Credit Certificate that was presented for transfer or exchange. Bonds and Tax Credit Certificates presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in a form and with guarantee of signature

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satisfactory to the Paying Agent, duly executed by the Registered Owner thereof or by the Registered Owner’s duly authorized agent.

In all cases in which the privilege of transferring or exchanging Bonds or Tax Credit Certificates is exercised, the Paying Agent shall authenticate and deliver Bonds or Tax Credit Certificates in accordance with the provisions of the Resolution. The District shall pay the fees and expenses of the Paying Agent for the registration, transfer and exchange of Bonds and Tax Credit Certificates provided for by the Resolution. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Paying Agent, are the responsibility of the Registered Owners of the Bonds and the Tax Credit Certificates. In the event any Registered Owner fails to provide a correct taxpayer identification number to the Paying Agent, the Paying Agent may make a charge against such Registered Owner sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by the Paying Agent from amounts otherwise payable to such Registered Owner under the Resolution or under the Bonds.

The District and the Paying Agent shall not be required (a) to register the transfer or exchange of any Bond or Tax Credit Certificate after notice calling such Bond or Tax Credit Certificate or portion thereof for redemption has been mailed by the Paying Agent pursuant to redemption provisions of the Resolution and during the period of 15 days next preceding the date of mailing of such notice of redemption or (b) to register the transfer or exchange of any Bond during a period beginning at the opening of business on the day after receiving written notice from the District of its intent to pay Defaulted Interest and ending at the close of business on the date fixed for the payment of Defaulted Interest pursuant to the Resolution. See the subsection below captioned “Redemption Provisions.”

The District and the Paying Agent may deem and treat the Person in whose name any Bond or Tax Credit Certificate is registered on the Register as the absolute Owner of such Bond or Tax Credit Certificate, whether such Bond or Tax Credit Certificate is overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price of and interest on said Bond or Tax Credit Certificate and for all other purposes. All payments so made to any such Registered Owner or upon the Registered Owner’s order shall be valid and effective to satisfy and discharge the liability upon such Bond or Tax Credit Certificate to the extent of the sum or sums so paid, and neither the District nor the Paying Agent shall be affected by any notice to the contrary.

At reasonable times and under reasonable regulations established by the Paying Agent, the Register may be inspected and copied by the Registered Owners of 10% or more in principal amount of the Bonds or notional amount of the Tax Credit Certificates then Outstanding or any designated representative of such Registered Owners whose authority is evidenced to the satisfaction of the Paying Agent.

Execution and Registration of Bonds and Tax Credit Certificates

Each of the Bonds and the Tax Credit Certificates, including any Bonds or Tax Credit Certificates issued in exchange or as substitutions for the Bonds or Tax Credit Certificates initially delivered, shall be signed by the manual or facsimile signature of the President or Vice President of the Board of Education and attested by the manual or facsimile signature of the Secretary of the Board of Education and shall have the official seal of the District affixed thereto or imprinted thereon. In case any officer whose signature appears on any Bond or Tax Credit Certificate ceases to be such officer before the delivery of such Bond or Tax Credit Certificate, such signature shall nevertheless be valid and sufficient for all purposes, as if such person had remained in office until delivery. Any Bond or Tax Credit Certificate may be signed by such persons who at the actual time of the execution of such Bond or Tax Credit Certificate

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are the proper officers to sign such Bond or Tax Credit Certificate although at the date of such Bond or Tax Credit Certificate such persons may not have been such officers.

The Bonds and the Tax Credit Certificates shall have endorsed thereon a certificate of authentication substantially in the form set forth in the Resolution, which shall be manually executed by an authorized signatory of the Paying Agent, but it shall not be necessary that the same signatory sign the certificate of authentication on all of the Bonds and the Tax Credit Certificates that may be issued under the Resolution at any one time. No Bond or Tax Credit Certificate shall be entitled to any security or benefit under the Resolution or be valid or obligatory for any purpose unless and until such certificate of authentication has been duly executed by the Paying Agent. Such executed certificate of authentication upon any Bond and upon any Tax Credit Certificate shall be conclusive evidence that such Bond or Tax Credit Certificate has been duly authenticated and delivered under the Resolution.

Mutilated, Destroyed, Lost and Stolen Bonds and Tax Credit Certificates

If (1) any mutilated Bond or Tax Credit Certificate is surrendered to the Paying Agent or the Paying Agent receives evidence to its satisfaction of the destruction, loss or theft of any Bond or Tax Credit Certificate, and (2) there is delivered to the District and the Paying Agent such security or indemnity as may be required by the Paying Agent, then, in the absence of notice to the District and the Paying Agent that such Bond or Tax Credit Certificate has been acquired by a bona fide purchaser, the District shall execute and the Paying Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond or Tax Credit Certificate, a new Bond or Tax Credit Certificate of the same Stated Maturity and of like tenor and principal or notional amount.

If any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Paying Agent, in its discretion, may pay such Bond instead of delivering a new Bond.

Upon the issuance of any new Bond or Tax Credit Certificate under the Resolution, the District or the Paying Agent may require the payment by the Registered Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith.

Every new Bond or Tax Credit Certificate issued pursuant to the Resolution shall constitute a replacement of the prior obligation of the District, and shall be entitled to all the benefits of the Resolution equally and ratably with all other Outstanding Bonds or Tax Credit Certificates.

Redemption Provisions

No Optional Redemption. The Bonds shall not be subject to optional redemption and payment prior to their Stated Maturity.

Extraordinary Mandatory Redemption From Unexpended Proceeds of the Bonds. The Bonds shall be subject to extraordinary mandatory redemption, in whole or in part, on December 15, 2012, or, in the event of an extension negotiated with the Internal Revenue Service, on a date determined by such negotiations, in Authorized Denominations (rounded up to the next highest Authorized Denomination), at a Redemption Price equal to the principal amount of the Bonds called for redemption in an amount equal to the unexpended proceeds of the sale of the Bonds held by the Fiscal Agent at the close of the Expenditure Period (or any Extension Period), plus accrued interest thereon to the Redemption Date.

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In the event that the ownership of the Tax Credit Certificates has been separated from the ownership of the Bonds and registered separately pursuant to the Resolution, the resulting Tax Credit Strips related to the redeemed Bonds shall be called for redemption in the same manner as the Bonds pursuant to the Resolution, and the Redemption Price shall be allocated to the Principal Strips and the Tax Credit Strips pro rata based on present values of the remaining scheduled payments of outstanding Principal Strips and the remaining scheduled Tax Credits attributable to outstanding Tax Credit Strips, discounted to the Redemption Date on a semiannual basis, on March 15 and September 15 (assuming a 360-day year, consisting of 12 months of 30 days each), at a rate per annum equal to the Treasury Rate.

Following are definitions of the defined terms used in this subsection and not otherwise defined herein:

“Expenditure Period” means the three-year period beginning on the date of issuance of the Bonds.

“Extension Period” means any extension of the Expenditure Period, granted to the District by the Secretary of the Treasury.

Extraordinary Mandatory Redemption Upon Determination of Loss of Tax Credit Bond Status. Upon a Determination of Loss of Tax Credit Bond Status, the Bonds shall be subject to extraordinary mandatory redemption prior to their Stated Maturity, in whole, on the date designated by the District, which date shall be a date on or prior to the January 15 following the next succeeding August 1 after such Determination of Loss of Tax Credit Bond Status, at a Redemption Price equal to (i) the principal amount of the Bonds called for redemption, plus (ii) the Redemption Premium, plus (iii) accrued interest on the principal amount of the Bonds called for redemption (calculated at the Tax Credit Rate) from the Credit Allowance Date immediately preceding the Redemption Date to the Redemption Date, plus (iv) accrued interest on the principal amount of the Bonds called for redemption (calculated at the rate of 1.37% per annum) from the most recent Interest Payment Date to which interest has been paid or duly provided for to the Redemption Date.

In the event that the ownership of the Tax Credit Certificates has been separated from the ownership of the Bonds and registered separately pursuant to the Resolution, the resulting Tax Credit Strips related to the redeemed Bonds shall be called for redemption in the same manner as the Bonds pursuant to the Resolution, and the Redemption Price shall be allocated to the Principal Strips and the Tax Credit Strips pro rata based on the present values of the remaining scheduled payments of outstanding Principal Strips and the remaining scheduled Tax Credits attributable to outstanding Tax Credit Strips, discounted to the Redemption Date on a semiannual basis, on March 15 and September 15 (assuming a 360-day year, consisting of 12 months of 30 days each) at a rate per annum equal to the Treasury Rate.

In addition, in the event that any Tax Credits are determined to be ineligible as Tax Credits as a result of the Determination of Loss of Tax Credit Bond Status, the Redemption Price shall include an additional amount payable to the Owners, as of the applicable Credit Allowance Dates, of the Tax Credit Certificates for such Tax Credits equal to the amount of such Tax Credits, plus interest thereon from the applicable Credit Allowance Date to the Redemption Date, at a rate equal to the large corporate underpayment rate determined from time to time by the Internal Revenue Service.

Following are definitions of the defined terms used in this subsection and not otherwise defined herein:

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“Accountable Event of Loss of Tax Credit Bond Status” means (a) any act or failure to act on the part of the District, which act or failure to act is a breach of a covenant or agreement of the District contained in the Resolution, the Fiscal Agent Agreement, the Federal Tax Certificate regarding the issuance of the Bonds, or the Bonds, and which act or failure to act causes the Bonds to fail to qualify for the federal income tax credit under Section 54A of the Code, or (b) the making by the District of any representation contained in the Resolution, the Fiscal Agent Agreement, the Federal Tax Certificate or the Bonds, which representation was untrue when made, and which causes the Bonds to fail to qualify for the federal income tax credit under Section 54A of the Code.

“Comparable Treasury Issue” means the U.S. Treasury security or securities selected by the Designated Investment Banker that have an actual or interpolated maturity comparable to the remaining average life, as of the Redemption Date, of the Bonds to be redeemed, and that would be utilized in accordance with customary financial practice in pricing new issues of debt securities of comparable maturity to the remaining average life, as of the Redemption Date, of the Bonds to be redeemed.

“Comparable Treasury Price” means (a) if the Designated Investment Banker receives at least four Reference Treasury Dealer Quotations, the average of those quotations for the date on which the Bonds are to be redeemed, after excluding the highest and the lowest Reference Treasury Dealer Quotations, or (b) if the Designated Investment Banker obtains fewer than four Reference Treasury Dealer Quotations, the average of all of those quotations.

“Date of Loss of Tax Credit Bond Status” means the date specified in a Determination of Loss of Tax Credit Bond Status as the date from and after which the Bonds failed to qualify for the federal income tax credit under Section 54A of the Code, as a result of an Accountable Event of Loss of Tax Credit Bond Status, which date could be as early as the date of issuance of the Bonds.

“Designated Investment Banker” means one of the Reference Treasury Dealers designated by the District.

“Determination of Loss of Tax Credit Bond Status” means (a) a final determination by the Internal Revenue Service (after the District has exhausted all administrative appeal remedies) determining that an Accountable Event of Loss of Tax Credit Bond Status has occurred and specifying the Date of Loss of Tax Credit Bond Status, or (b) a non-appealable holding by a court of competent jurisdiction holding that an Accountable Event of Loss of Tax Credit Bond Status has occurred and specifying the Date of Loss of Tax Credit Bond Status.

“Redemption Premium” means, as calculated by the District (or, at the District’s option, by its Designated Investment Banker), the greater of (1) zero and (2) an amount equal to (a) the sum of the present values of the remaining scheduled payments of principal of, interest on and Tax Credits related to the Bonds called for redemption (exclusive of interest accrued to the Redemption Date), discounted to the Redemption Date on a semiannual basis, on March 15 and September 15 (assuming a 360-day year, consisting of 12 months of 30 days each) at a rate per annum equal to the Treasury Rate, minus (b) the principal amount of the Bonds called for redemption.

“Reference Treasury Dealer” means the Underwriter, its successors and other firms, as specified by the District from time to time, that are primary U.S. government securities dealers in the City of New York, New York; provided, however, that if any such firm ceases to be such a primary treasury dealer, the District will substitute another primary treasury dealer for such firm.

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“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer, the average, as determined by the Designated Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount), quoted in writing to the Designated Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding the date on which the Bonds are to be redeemed.

“Treasury Rate” means the rate per annum, expressed as a percentage of the principal amount of Bonds to be redeemed, equal to the semiannual equivalent yield to maturity or interpolated maturity of the Comparable Treasury Issue, assuming that the Comparable Treasury Issue is purchased on the redemption date for a price equal to the Comparable Treasury Price, as calculated by the Designated Investment Banker.

Selection of Bonds to be Redeemed

The Paying Agent shall effect each extraordinary mandatory redemption of the Bonds by redeeming pro rata from each Registered Owner of a Bond to be redeemed, an amount of such Bonds determined by multiplying the principal amount of the Bonds to be redeemed on the applicable Redemption Date by a fraction, the numerator of which is the principal amount of the Bonds owned by such Registered Owner and the denominator of which is the principal amount of the Bonds Outstanding immediately prior to such Redemption Date, and then rounding the product down to the next lower integral multiple of $5,000. The Paying Agent will apply, to the extent possible, any remaining amount of proceeds to redeem such Bonds in Authorized Denominations and will select, by lot, the units to be redeemed from all such Registered Owners, which selection shall be conclusive. Redemption by lot shall be in such manner as the Paying Agent shall determine; provided, however, that the portion of any Bond to be redeemed shall be in Authorized Denominations and all Bonds to remain Outstanding after any redemption in part shall be in Authorized Denominations. The Tax Credit Certificates related to the Bonds called for redemption shall also be called for redemption. In the event that the ownership of the Tax Credit Certificates has been separated from the ownership of the Bonds and registered separately pursuant to the terms of the Resolution, the resulting Strips related to the redeemed Bonds shall be called for redemption in the same manner as the Bonds.

Notice and Effect of Call for Redemption

Unless waived by any Registered Owner of Bonds to be redeemed, official notice of any redemption shall be given by the Paying Agent on behalf of the District by mailing a copy of an official redemption notice (i) by first class mail at least 30 days prior to the Redemption Date to the State Auditor of Missouri, the Purchaser of the Bonds and each Registered Owner of the Bonds or Strips to be redeemed at the address shown on the Register, and (ii) as may be further required in accordance with the Continuing Disclosure Agreement.

All official notices of redemption shall be dated and shall contain the following information: (a) the date of such notice; (b) the name of the Bonds and the date of issue of the Bonds; (c) the Redemption Date; (d) the Redemption Price, if available; (e) the dates of maturity of the Bonds to be redeemed; (f) (if less than all of the Bonds of any maturity are to be redeemed) the distinctive numbers of the Bonds of each maturity to be redeemed; (g) (in the case of Bonds redeemed in part only) the respective portions of the principal amount of the Bonds of each maturity to be redeemed; (h) the CUSIP number, if any, of each maturity of Bonds, or if separated, Strips to be redeemed; (i) a statement that such Bonds or, if separated, Strips must be surrendered by the Owners at the principal payment office of the Paying Agent, or at such other place or places designated by the Paying Agent; and (j) notice that further interest on such Bonds will not accrue after the designated redemption date.

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Such redemption notices may state that no representation is made as to the accuracy or correctness of the CUSIP numbers provided therein or on the Bonds and, if stripped, the Strips.

A certificate of the Paying Agent or the District that notice of call and redemption has been given to Owners and as may be further required in the Continuing Disclosure Agreement as provided in the Resolution shall be conclusive as against all parties. The actual receipt by the Owner of any Bond or Strip or any other party of notice of redemption shall not be a condition precedent to redemption, and failure to receive such notice, or any defect in the notice given, shall not affect the validity of the proceedings for the redemption of such Bonds or Strips, or the cessation of interest on the date fixed for redemption.

When notice of redemption has been given substantially as provided for in the Resolution, and when the Redemption Price of the Bonds or Strips called for redemption is set aside for the purpose described in the Resolution, the Bonds or Strips designated for redemption shall become due and payable on the specified Redemption Date and interest shall cease to accrue thereon as of the Redemption Date, and upon presentation and surrender of such Bonds or Strips at the place specified in the notice of redemption, such Bonds or Strips shall be redeemed and paid at the Redemption Price thereof out of the money provided therefor. The Owners of such Bonds or Strips so called for redemption after such Redemption Date shall look for the payment of such Bonds or Strips and the Redemption Premium thereon, if any, only to the Debt Service Fund or the Bond Fund established under the Resolution or under the Fiscal Agent Agreement. All Bonds or Strips redeemed shall be cancelled forthwith by the Paying Agent and shall not be reissued.

Prior to or on the Redemption Date of any Bonds or Strips there shall be available in the Debt Service Fund and/or the Bond Fund, or held in trust for such purpose as provided by law, money for the purpose and sufficient to redeem, at the Redemption Price provided in the Resolution, the Bonds or Strips designated in the notice of redemption. Such money so set aside in the Debt Service Fund and/or the Bond Fund or in the escrow fund established for such purpose shall be applied on or after the Redemption Date solely for payment of principal of and premium, if any, on the Bonds or Strips to be redeemed upon presentation and surrender of such Bonds or Strips, provided that all monies in the Debt Service Fund and/or the Bond Fund shall be used for the purposes established and permitted by law. Any interest due on or prior to the Redemption Date shall be paid from the Debt Service Fund and/or the Bond Fund, unless otherwise provided for to be paid from an escrow fund established for such purpose. If, after all of the Bonds or Strips have been redeemed and cancelled or paid and cancelled, there is any money remaining in the Debt Service Fund or the Bond Fund or otherwise held in trust for the payment of Redemption Price of the Bonds or Strips, such money shall be held in or returned or transferred to the Debt Service Fund for payment of any outstanding bonds of the District payable from the Debt Service Fund; provided, however, that if such money is part of the proceeds of refunding bonds of the District, such money shall be transferred to the fund created for the payment of principal of and interest on such bonds. If no such refunding bonds of the District are at such time outstanding, such money shall be transferred to the General (Incidental) Fund of the District as provided and permitted by law.

For so long as the Securities Depository is effecting book-entry transfers of the Bonds or Strips, the Paying Agent shall provide the notices specified in the Resolution to the Securities Depository. It is expected that the Securities Depository shall, in turn, notify its Participants and that the Participants, in turn, will notify or cause to be notified the beneficial owners. Any failure on the part of the Securities Depository or a Participant, or failure on the part of a nominee of a beneficial owner of a Bond or Strip (having been mailed notice from the Paying Agent, the Securities Depository, a Participant or otherwise) to notify the beneficial owner of the Bond or Strip so affected, shall not affect the validity of the redemption of such Bond or Strip.

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Right to Rescind Notice of Redemption

Upon oral or written notice from the District to the Paying Agent that the District has cured the conditions that caused the Bonds to be subject to extraordinary mandatory redemption, the District may rescind any extraordinary mandatory redemption and notice thereof on any date prior to the date fixed for redemption by causing written notice of the rescission to be given to the Owners of the Bonds and Strips so called for redemption, with a copy to the Paying Agent. Notice of rescission of redemption shall be given in the same manner in which notice of redemption was originally given. The actual receipt by the Owner of any Bond or Strip of notice of such rescission shall not be a condition precedent to rescission, and failure to receive such notice or any defect in such notice shall not affect the validity of the rescission.

No Defeasance

The Bonds shall not be subject to defeasance, and the District may not pay or discharge all or any portion of the Bonds prior to their Stated Maturity, except pursuant to the redemption provisions of the Resolution.

Book-Entry Only System

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

General. Ownership interests in the Bonds and Tax Credit Certificates and, if stripped, the Strips, will be available to purchasers only through a book-entry only system (the “Book-Entry Only System”) maintained by DTC, which will act as securities depository for the Bonds, the Tax Credit Certificates and the Strips. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of such maturity, including the Tax Credit Certificates related thereto, and will be deposited with DTC.

DTC and its Participants. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly

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(“Indirect Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. The foregoing internet addresses are included for reference only, and the information on such internet sites is not incorporated herein by reference.

Purchase of Ownership Interests. Purchases of the Bonds or Strips under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds and, if stripped, the Strips, on DTC’s records. The ownership interest of each actual purchaser (the “Beneficial Owner”) of each Bond and Strip is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds and Strips are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Bonds or Strips, except in the event that use of the book-entry system for the Bonds and Strips is discontinued.

Transfers. To facilitate subsequent transfers, all Bonds and Strips deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds and Strips with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds or Strips; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds and Strips are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Notices. Conveyance of notices and other communication by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds and Strips may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds and Strips such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds and Strips may wish to ascertain that the nominee holding the Bonds or Strips for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them.

Redemption notices will be sent to DTC. If less than all of the Bonds and Strips within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Voting. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds and Strips unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds and Strips are credited on the record date (identified in a listing attached to the Omnibus Proxy).

http://www.dtcc.com/

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Payments of Principal and Interest. Principal, Redemption Premium, if any, and interest payments on the Bonds and Strips and redemption proceeds, if any, will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Paying Agent on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Direct Participant and not of DTC, the Paying Agent or the District, subject to any statutory and regulatory requirements as may be in effect from time to time. Payment of principal, Redemption Premium, if any, and interest and redemption proceeds, if any, to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

Discontinuation of Book-Entry System. DTC may discontinue providing its services as depository with respect to the Bonds and Strips at any time by giving reasonable notice to the District or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Bonds and Strips are required to be printed and delivered.

The District may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). Discontinuance of use of the system of book-entry transfers through DTC may require the approval of DTC Participants under DTC’s operational arrangements. In that event, Bonds, Tax Credit Certificates or Strips will be printed and delivered.

None of the District, the Underwriter or the Paying Agent will have any responsibility or obligations to any Direct Participants or Indirect Participants or the persons for whom they act with respect to (i) the accuracy of any records maintained by DTC or any such Direct Participant or Indirect Participant; (ii) the payment by any Direct Participant or Indirect Participant of any amount due to any Beneficial Owner in respect of the principal of, Redemption Premium, if any, or interest on the Bonds and Strips; (iii) the delivery by any such Direct Participant or Indirect Participant of any notice to any Beneficial Owner that is required or permitted under the terms of the Resolution to be given to owners of the Bonds and Strips; or (iv) any consent given or other action taken by DTC as the owner of the Bonds and Strips.

SECURITY FOR THE BONDS

Pledge of Full Faith and Credit. The Bonds shall be general obligations of the District payable as to both principal and interest, and Redemption Premium, if any, from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the District.

Funds Held Under the Fiscal Agent Agreement. The District and the Paying Agent, acting in the capacity as a fiscal agent (the “Fiscal Agent”), will enter into a Fiscal Agent Agreement (the “Fiscal Agent Agreement”), on or before the date of delivery of the Bonds, pursuant to which there will be established a Bond Fund, a Costs of Issuance Fund and a Construction Fund, to be held by the Fiscal Agent in trust for the benefit of the District and the Owners of the Bonds. There will be deposited in the Costs of Issuance Fund and used to pay the costs of issuing the Bonds, proceeds of the Bonds that, when added to all other amounts retained or paid directly by the Underwriter and constituting costs of issuance, do not exceed two percent (2%) of the sale proceeds of the Bonds. The remaining net proceeds of the

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Bonds will be deposited in the Construction Fund and will be disbursed by the Fiscal Agent for the payment of costs of the Project upon receipt of requisition certificates signed by an authorized representative of the District. The Bonds will be subject to extraordinary mandatory redemption to the extent a balance remains in the Construction Fund three years after issuance of the Bonds (or at the end of any extension period granted by the Internal Revenue Service). See the section herein captioned “THE BONDS – Redemptions Provisions – Extraordinary Mandatory Redemption from Unexpended Proceeds of the Bonds.”

Mandatory Bond Fund Deposits. Although the Bonds are not subject to mandatory sinking fund

redemption, to ensure that sufficient money will be available to pay the Bonds at maturity, the Resolution requires the District to deposit in the Principal Account of the Bond Fund held by the Fiscal Agent, on the Business Day preceding March 1 in each of the following years, the following amounts (the “Principal Account Deposits”):

Year Principal Amount

2022 $ 392,307.69 2023 2,600,000.00 2024 6,192,692.31 Total $9,185,000.00

To ensure that sufficient money will be available to pay interest on the Bonds, the District shall deposit in the Interest Account of the Bond Fund held by the Fiscal Agent, on the Business Day preceding each Interest Payment Date, commencing on the Business Day preceding March 1, 2010, an amount equal to the interest due on the Bonds on the next succeeding Interest Payment Date (the “Interest Account Deposits” and, together with the Principal Account Deposits, the “Bond Fund Deposits”).

The Principal Account of the Bond Fund constitutes a sinking fund for the Bonds and, pursuant to

Section 54A(d)(4)(C) of the Code, amounts on deposit therein may not be invested at a yield exceeding the permitted sinking fund yield published by the Bureau of Public Debt (the “Permitted Sinking Fund Yield”). The Fiscal Agent Agreement provides that money in the Principal Account of the Bond Fund will be invested at a yield not greater than the Permitted Sinking Fund Yield. All investment earnings on money in the Principal Account of the Bond Fund will be released by the Fiscal Agent to the District on an annual basis to ensure that the Principal Account of the Bond Fund is funded at a rate not more rapid than equal annual installments as required by Section 54A(d)(4)(C) of the Code.

Levy and Collection of Annual Tax. Under the Resolution, there is levied upon all of the taxable

tangible property within the District a direct annual tax sufficient to produce the amounts necessary (1) to pay principal and interest on the Bonds, including the Bond Fund Deposits, in the amounts and at the times required under the Resolution, and (2) to the extent that the amount on deposit in the Bond Fund is insufficient to pay the principal of and interest and Redemption Premium, if any, as the same becomes due and payable in each year, such additional amount as is necessary to make such payment. Such taxes shall be extended upon the tax rolls in each of the several years, respectively, and shall be levied and collected at the same time and in the same manner as the District’s other ad valorem taxes are levied and collected. The proceeds derived from said taxes shall be deposited in the Debt Service Fund, shall be kept separate and apart from all other funds of the District and shall be used solely for the Bond Fund Deposits required under the Resolution and for the payment of the principal of and interest and Redemption Premium, if any, on the Bonds as and when the same become due and the fees and expenses of the Paying Agent to the extent not otherwise provided for from the Bond Fund.

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CERTAIN INVESTOR CONSIDERATIONS REGARDING THE BONDS

No Secondary Market

The Bonds and the related Tax Credit Certificates are new products which derive from the recent passage of the Recovery Act, and there is currently no secondary market for either the Bonds or the Tax Credit Certificates. There can be no assurance that a secondary market will develop, or if a secondary market does develop, that it will provide Owners with liquidity or continue for the full term of the Bonds. The Underwriter is under no obligation to make a secondary market for either the Bonds or the Tax Credit Certificates. Principal strips similar to those described herein for the Bonds generally have exhibited greater price volatility than traditional municipal bonds. The mechanics of transfer and registration and the developing nature of the tax treatment of the Bonds and Tax Credit Certificates may further limit liquidity.

Tax Credits Not Refundable

The Tax Credits are not refundable tax credits; if an Owner of a Bond or a Tax Credit Strip has gross income tax liability for a given year less than the amount of Tax Credits to which it is entitled for that year, then the Owner would be required to carry forward any excess tax credit to subsequent tax years. See the section herein captioned “TAX MATTERS.”

The Tax Credits to which an Owner is entitled on a particular Credit Allowance Date are not transferable after such Credit Allowance Date; investors should be aware that to the extent that the investor is not a potential taxpayer (either now or in the future) and owns a Bond or a Tax Credit Strip on a Credit Allowance Date, the Tax Credit cannot be utilized. Moreover, there can be no assurance that such an investor would be able to sell a Bond or a Tax Credit Strip prior to the Credit Allowance Date.

Adjustments Following Additional Internal Revenue Service Guidelines

Because of the developing nature of practices designed to implement the qualified school construction bond provisions of the Recovery Act, it may be necessary following the date of delivery of the Bonds for the District to make certain adjustments to the mechanisms outlined in the Resolution as additional guidance from the Internal Revenue Service is provided.

PLAN OF FINANCING

General

The Bonds are being issued for the purposes of providing funds to (i) pay a portion of the costs of the Project, as defined and further discussed below, and (ii) pay the costs of issuance related to the Bonds.

The Project

On April 7, 2009, the voters of the District approved the issuance of $51,000,000 of the District’s general obligation bonds for the purpose of constructing, renovating, expanding, improving, furnishing and equipping school sites, buildings and related facilities for school purposes, including providing new and renovated science labs and other instructional space to support programs and curriculum, enhancing safety and energy efficiency, and improving HVAC, electrical, plumbing and technology systems at the elementary schools, high school and family center (collectively, the “Project”).

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The District will use a portion of the proceeds of the Bonds to finance the costs of beginning construction of the Project, with the proceeds of the Bonds restricted to QSCB Purposes. The District plans to issue an additional $30,000,000 of bonds authorized at the April 7, 2009 election in November 2009 for the purpose of completing additional components of the Project.

Sources and Uses of Funds

The anticipated sources and uses of the proceeds of the Bonds are as follows:

Sources of Funds: Par amount of Bonds $9,185,000.00 Total $9,185,000.00

Uses of Funds: Deposit to Construction Fund $9,119,936.50 Costs of issuance (including Underwriter’s discount) 65,063.50 Total $9,185,000.00

THE DISTRICT

The District is located in the City of Clayton, Missouri, the county seat of St. Louis County, Missouri, and covers an area of approximately 3.25 square miles. See APPENDIX A - INFORMATION REGARDING THE DISTRICT for further information regarding the District.

LEGAL MATTERS

All legal matters incident to the authorization and issuance of the Bonds are subject to the approving legal opinion of Gilmore & Bell, P.C., St. Louis, Missouri, Bond Counsel. Gilmore & Bell, P.C. will also pass upon certain legal matters relating to this Official Statement.

The legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transactions opined upon or of the future performance of parties to such transaction, and the rendering of an opinion does not guarantee the outcome of any legal dispute that may arise out of the transaction.

BOND RATING

Standard & Poor’s Ratings Services, a division of the McGraw–Hill Companies (the “Rating Agency”) has assigned a rating to the Bonds of “AAA” based on the underlying credit of the District. The rating reflects only the view of the Rating Agency at the time such rating is given, and the Underwriter and the District make no representation as to the appropriateness of such rating. An explanation of the significance of such rating may be obtained from the Rating Agency.

The District has furnished the Rating Agency with certain information and materials relating to the Bonds and the District that have not been included in this Official Statement. Generally, rating agencies base their ratings on the information and materials so furnished and on investigations, studies

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and assumptions made by the rating agencies. There is no assurance that a particular rating will be maintained for any given period of time or that it will not be lowered or withdrawn entirely if, in the judgment of the rating agency originally establishing such rating, circumstances so warrant. Neither the Underwriter nor the District has undertaken any responsibility to bring to the attention of the holders of the Bonds any proposed revision or withdrawal of the rating of the Bonds or to oppose any such proposed revision or withdrawal. Any such revision or withdrawal of the ratings could have an adverse effect on the market price and marketability of the Bonds.

TAX MATTERS

The following discussion of federal income tax matters was written to support the promotion and marketing of the Bonds and was not intended or written to be used, and cannot be used, by a taxpayer for the purpose of avoiding federal tax penalties that may be imposed. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. The following summary is based upon laws, regulations, rulings and judicial decisions now in effect, all of which are subject to change (possibly on a retroactive basis). The summary does not discuss all aspects of federal income taxation that may be relevant to investors in light of their personal investment circumstances or describe the tax consequences to certain types of holders subject to special treatment under the federal income tax laws (for example, dealers in securities or other persons who do not hold the Bonds as a capital asset, tax-exempt organizations, individual retirement accounts and other tax deferred accounts, and foreign taxpayers), and, except as described below, does not discuss the consequences to an owner under state, local or foreign tax laws. Except as specifically noted, the summary does not deal with the tax treatment of persons who purchase the Bonds in the secondary market or purchasers of Tax Credit Strips or Principal Strips. In addition, this summary assumes that because Tax Credits are to be treated as interest for federal income tax purposes, the federal income tax statutes, regulations and rulings generally applicable to interest on debt obligations will apply in the same manner to the Tax Credits and the Bonds. It is possible that United States Treasury Regulations or other tax authority issued in the future may adopt a treatment different from that described below to account for the special characteristics that distinguish the Tax Credits from other types of income classified for federal income tax purposes as “interest.” Opinion of Bond Counsel

Federal Income Taxes. In the opinion of Gilmore & Bell, P.C., bond counsel (“Bond Counsel”), the Bonds are “qualified school construction bonds” within the meaning of Section 54F of the Code. Owners of Tax Credit Certificates, when held as part of the Bonds or as separate Tax Credit Strips created in accordance with United States Treasury Regulations issued under Section 54A(i) of the Code, as of the applicable Credit Allowance Date are entitled to a federal income tax credit for that taxable year, subject to the limitations of Section 54A of the Code. The amount of each Tax Credit allowed for federal income tax purposes will be treated as interest and will be included in gross income of the Owners of the Tax Credit Certificates, in accordance with each Owner’s tax status and accounting method. The opinions described above are subject to the condition that the District comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order to preserve the status of the Bonds as qualified school construction bonds. The District has covenanted to comply with all of these requirements. If at any time the Bonds are determined not to satisfy the requirements of Sections 54A and 54F of the Code, the Owners of Tax Credit Certificates may be unable to claim a federal income tax

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credit on any future Credit Allowance Date. In addition, Tax Credits claimed by Owners in prior periods may be disallowed by the Internal Revenue Service. Form of Opinion of Bond Counsel. The proposed form of Bond Counsel’s opinion is attached as Appendix C. Application of Opinion to Holders of Tax Credit Strips. The Resolution provides that ownership of the Principal Component and the Tax Credit Component of each Bond may be separated and that thereafter any Owner of a Bond may transfer all or a portion of the Tax Credit Components evidenced by the associated Tax Credit Certificates (see “THE BONDS--Description of Bonds and Tax Credit Certificates; Tax Credit Stripping”). Owners of the Tax Credit Certificates that do not also own the related Principal Strip may rely on the opinions of Bond Counsel only to the extent they relate to the status of the Bonds as qualified school construction bonds under Section 54F of the Code and the allowance of federal income tax credits in the event the Tax Credit Certificates are stripped in accordance with United States Treasury Regulations issued pursuant to Section 54A(i) of the Code. Section 54A(i) of the Code authorizes separate ownership of federal income tax credits allowed under Section 54A of the Code pursuant to United States Treasury Regulations prescribed by the United States Secretary of the Treasury. As of the date of this offering, the United States Secretary of the Treasury has not yet issued any regulations that authorize the stripping of a tax credit from qualified school construction bonds. As a result, Bond Counsel is not rendering any opinion regarding the availability of a federal income tax credit evidenced by a Tax Credit Strip under these circumstances. Owners of Tax Credit Strips should consult with their own tax advisor regarding the availability of a tax credit prior to the issuance of United States Treasury Regulations pursuant to Section 54A(i) of the Code. Other Federal Income Tax Consequences to Owners of the Bonds

Amount of Tax Credit. The amount of the Tax Credit with respect to a Bond is equal to the product of the published credit rate for the date on which the Bond is sold (5.88%), times the outstanding principal amount of the Bond on the relevant Credit Allowance Date, divided by four. The Credit Allowance Dates are March 15, June 15, September 15, and December 15. The Tax Credit allowed for the first Credit Allowance Date of December 15, 2009 is the ratable portion of the Tax Credit otherwise allowed on such date based on the initial issuance date of the Bonds (as opposed to the full credit period starting September 15, 2009). If a Bond is redeemed or matures on a date other than March 15, June 15, September 15, or December 15, the redemption or maturity date will be a Credit Allowance Date and the amount of the associated Tax Credit will be a ratable portion of the tax credit otherwise allowed based on the earlier Credit Allowance Date. Limitation on Tax Credit. The Tax Credit allowed may not exceed the sum of (1) the taxpayer’s regular tax liability and (2) alternative minimum tax liability under Section 55 of the Code less, in general, the taxpayer’s other tax credits (except refundable tax credits set forth in Subpart C (Sections 31-37), and Subpart J (Section 54AA—Build America Bonds) of part IV of subchapter A of the Code). The Tax Credit is not considered a passive activity credit under Section 469(d) of the Code, and therefore, such credit is not subject to the limitations with respect to passive activity credits. Carryover of Unused Tax Credit Amount. If an Owner of a Bond cannot use all of the Tax Credit otherwise allocable for the taxable year, such Owner is allowed to carry forward to a subsequent tax year the unused portion of the Tax Credit deemed paid on such Credit Allowance Date. Tax Credit Amount Included in Income as Deemed Interest. Section 54A of the Code requires the Owners of Bonds to include the amount of the Tax Credit (determined without reference to the

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limitation described above under “Limitation on Tax Credit”) in gross income. It is expected that Treasury Regulations will provide that such amount must be treated as if it were a payment of “qualified stated interest” on each Credit Allowance Date. A cash method taxpayer would take the deemed interest payment into account on the Credit Allowance Date, while an accrual method taxpayer would accrue such amount as income over the three month period that ends on the Credit Allowance Date (or a shorter period for a short first or last Credit Allowance Date). If such an accrual method Owner of a Tax Credit Certificate, whether or not held as part of a Bond, sells or exchanges such Tax Credit Certificate before any given Credit Allowance Date, the Owner must accrue such interest income up to the date of the sale or exchange but would not qualify for any of the Tax Credit for such Credit Allowance Date. It would appear that because the subsequent purchaser would obtain the full credit for that Credit Allowance Date, the purchase price would reflect the accrual of the deemed interest amount. It would also appear that the receipt of such amount by the taxpayer primarily would constitute a return of capital (tax basis) and not be subject to additional (i.e., double) taxation to the taxpayer. Tax Credit’s Effect on Estimated Income Tax Payments. The Tax Credit under Section 54A of the Code may be taken into account by a taxpayer in computing the amount of quarterly estimated tax payments required to be paid by such taxpayer. Individual calendar year taxpayers should note that the March 15 and December 15 Credit Allowance Dates do not correspond to the regular estimated tax payment dates of April 15 and January 15. Tax Status of the Bonds. The Bonds will be treated, for federal income tax purposes, as debt instruments. Accordingly, interest on the Bonds at the stated coupon rate of 1.37% per annum (“Stated Interest”) along with amounts treated as interest will be included in the income of the Owner as it is paid or deemed to be paid (or, if the Owner is an accrual method taxpayer, as it is accrued) as interest.

Owners of the Bonds that allocate a basis in the Bonds that is greater than the principal amount of the Bonds should consult their own tax advisors with respect to whether or not they should elect to amortize such premium under Section 171 of the Code.

If a holder purchases the Bonds for an amount that is less than the principal amount of the Bonds (or the adjusted basis of any Bond issued with original issue discount), and such difference is not considered to be de minimis, then such discount will represent market discount that ultimately will constitute ordinary income (and not capital gain). Further, absent an election to accrue market discount currently, upon a sale or exchange of a Bond, a portion of any gain will be ordinary income to the extent it represents the amount of any such market discount that was accrued through the date of sale. In addition, absent an election to accrue market discount currently, the portion of any interest expense incurred or continued to carry a market discount bond that does not exceed the accrued market discount for any taxable year, will be deferred. Original Issue Discount. For federal income tax purposes, original issue discount (“OID”) is the excess of the stated redemption price at maturity of a Bond over its issue price, if such excess equals or exceeds a de minimis amount (generally 1/4% of 1% of the Bond’s stated redemption price at maturity multiplied by the number of complete years to its maturity from its issue date or, in the case of a Bond providing for the payment of any amount other than qualified stated interest (as defined below) prior to maturity, multiplied by the weighted average maturity of such Bond). The issue price of a Bond equals the first price at which a substantial amount of such Bond has been sold (ignoring sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers). The stated redemption price at maturity of a Bond is the sum of all payments provided by the Bond at maturity other than “qualified stated interest” payments. The term “qualified stated interest” generally means Stated Interest that is unconditionally payable in cash or property (other than debt

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instruments of the issuer) at least annually at a single fixed rate. Because the Tax Credit is treated as interest for federal income tax purposes, the Tax Credit should be treated as if it were a payment of “qualified stated interest” on each Credit Allowance Date.

Payments (including deemed payments) of qualified stated interest on a Bond are taxable to an Owner as ordinary interest income at the time such payments are accrued or are received (in accordance with the Owner’s regular method of tax accounting). An Owner of an original issue discount Bond must include OID in income as ordinary interest for United States federal income tax purposes as it accrues under a constant yield method in advance of receipt of the cash payments attributable to such income, regardless of such Owner’s regular method of tax accounting. Under the OID rules, Owners generally will have to include in income increasingly greater amounts of OID in successive accrual periods. An Owner’s adjusted basis in a Bond is to be increased by the amount of such accruing OID for purposes of determining taxable gain or loss on the sale or other disposition of a Bond, or a component thereof, for federal income tax purposes. Prospective investors should consult their own tax advisors concerning the calculation of OID with regard to a Bond. Holders may generally, upon election, include in income all interest (including stated interest, acquisition discount, OID, de minimis OID, market discount, de minimis market discount, and unstated interest, as adjusted by any amortizable bond premium or acquisition premium) that accrues on a debt instrument by using the constant yield method applicable to OID, subject to certain limitations and exceptions.

Tax Basis. An Owner’s initial tax basis in a Bond generally will be equal to the purchase price paid by such Owner for such Bond. An Owner’s tax basis in a Bond will be increased by the amount of OID, if any, that is included in the Owner’s income, and decreased by the amount of premium, if any, amortized as a reduction to interest income, pursuant to the foregoing rules. Sale of Bonds. Upon the sale of a Bond, or a component thereof, for cash, an Owner will recognize gain or loss equal to the difference between the amount of cash received (other than cash attributable to accrued interest) and such Owner’s adjusted tax basis in the Bond, or component. Such gain or loss will be capital gain or loss if the Bond is a capital asset to such Owner. Cash received attributable to accrued interest will constitute ordinary interest income to a cash method Owner, and a return of capital with respect to interest accrued as income by an accrual method Owner. Interest paid on Bonds. Stated Interest on the Bonds is not excluded from gross income for federal income tax purposes under Section 103 of the Code. Thus, the Stated Interest on the Bonds will be included in gross income for federal income tax purposes in accordance with each Owner’s tax status and accounting method. Tax Reporting. The Paying Agent shall prepare such tax information returns as may be required by the IRS. To date, the IRS has not issued any rulings or regulations or otherwise provided any guidance with respect to the mechanics of reporting of the Tax Credits as the equivalent of interest income, the reporting of the availability of the Tax Credits to the Owners thereof, or the accrual of OID on the Bonds, the Principal Strips or the Tax Credit Certificates. The failure of the Paying Agent to furnish a tax reporting form to an Owner does not necessarily mean that the Owner has no taxable income. In addition, any form furnished to an Owner may specify an amount of taxable income different from the actual amount of taxable income reportable by such Owner if such Owner is not the original purchaser of a Bond, a Principal Strip or a Tax Credit Certificate. The Owner of a Tax Credit Certificate, whether or not held as part of a Bond, must include on its income tax return information with respect to the amount of taxable interest accrued as original issue discount during the taxable year.

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U.S. Federal Information Reporting and Backup Withholding. Under current United States federal income tax law, a 28% backup withholding tax requirement may apply to certain payments of interest and original issue discount on, and the proceeds of a sale, exchange or redemption of, the Bonds, Principal Strips or Tax Credit Certificates. The IRS has not provided guidance regarding how the 28% backup withholding tax requirement will apply to the deemed interest payments represented by the Tax Credits. Therefore, it is not clear how or whether such withholding would occur. In addition, certain persons making such payments are required to submit information returns (i.e., IRS Forms 1099) to the IRS with regard to those payments. Backup withholding and information reporting will generally not apply with respect to payments made to certain exempt recipients such as corporations or certain exempt entities.

State Income Tax Consequences. Missouri law does not provide for any credit against Missouri income tax with respect to the ownership of a qualified school construction bond, like the Bonds. Because the Tax Credits will be included in a taxpayer’s gross income for federal income tax purposes, the Tax Credits will also be subject to Missouri state income tax. In addition, Stated Interest on the Bonds will be subject to Missouri state income tax. Prospective investors are urged to consult their own tax advisors to determine any other state or local tax consequences of making an investment in the Bonds.

CONTINUING DISCLOSURE UNDERTAKING

The District will covenant in the Continuing Disclosure Agreement to provide certain financial information and operating data relating to the District (updated within not later than 180 days following the end of its fiscal year, which currently ends on June 30) (the “Annual Report”) commencing with the Annual Report for the fiscal year ending June 30, 2009, and to provide notices of the occurrence of certain enumerated events, if material. The Annual Report shall be filed by or on behalf of the District with the Municipal Securities Rulemaking Board (the “MSRB”) via the Electronic Municipal Market Access system (“EMMA”), each Participating Underwriter, and to each holder of Outstanding Bonds who makes a request for such information. The Annual Report shall include:

(1) The audited financial statements of the District for the prior fiscal year, prepared in accordance with generally accepted accounting principles (accrual basis of accounting).

(2) The information relating to the District and its operations set forth in APPENDIX A of

this Official Statement dated September 30, 2009 relating to the Bonds, set forth in the tables under the sections captioned: “THE DISTRICT – Enrollment,” “FINANCIAL INFORMATION CONCERNING THE DISTRICT – Sources of Revenue,” “–Historic Assessed Valuation,” “– Tax Rates,” “– Tax Collections” and “– Major Taxpayers.”

The District shall also provide, in a timely manner, to the MSRB via EMMA written notice of the occurrence of any of the following events with respect to the Bonds, if such event is material (“Material Events”): a. principal or interest payment delinquencies; b. non-payment related defaults; c. unscheduled draws on debt service reserves reflecting financial difficulties; d. unscheduled draws on credit enhancements reflecting financial difficulties; e. substitution of credit or liquidity providers, or their failure to perform; f. adverse tax opinions or events affecting the tax status of the Bonds;

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g. modifications to rights of the owners of the Bonds; h. any call of the Bonds for redemption, in whole or in part (other than mandatory sinking fund redemptions or redemptions at maturity); i. defeasances; j. release, substitution or sale of property securing repayment of the Bonds; or k. rating changes. Nothing in the Continuing Disclosure Agreement shall prevent the District from disseminating any other information in addition to that which is required by the Continuing Disclosure Agreement. If the District chooses to include any information in any Annual Report or notice of occurrence of a Material Event in addition to that which is specifically required, the District shall have no obligation to update such information or include it in any future Annual Report or notice of occurrence of a Material Event. These covenants have been made in order to assist the Underwriter in complying with Rule 15c2-12 promulgated by the Securities and Exchange Commission. The District has made a similar undertaking with respect to its outstanding general obligation bonds to file an Annual Report for each fiscal year of the District. The District covenanted to include in its Annual Report the District’s audited financial statements for the previous year in addition to updated information relating to the District and its operations. The District has previously failed to file its audited financial statements and failed to submit information relating to the District and its operations. As of this date, the District has made the required filings and has instituted procedures to insure that future filings are correctly made. All Annual Reports and notices of Material Events required to be filed by the District pursuant to the Continuing Disclosure Agreement must be submitted to the MSRB through EMMA. EMMA is an internet-based, online portal for free investor access to municipal bond information, including offering documents, material event notices, real-time municipal securities trade prices and MSRB education resources, available at www.emma.msrb.org. Nothing contained on EMMA relating to the District or the Bonds is incorporated by reference in this Official Statement.

ABSENCE OF LITIGATION

As of the date hereof, there is no controversy, suit or other proceeding of any kind pending or to the District’s knowledge, threatened in any court (either State or federal) restraining or enjoining the issuance or delivery of the Bonds or which might affect the District’s ability to meet its obligations to pay the Bonds, or questioning, disputing or affecting in any way (i) the proceedings under which the Bonds are to be issued, (ii) the constitutionality or validity of the Bonds, (iii) the levy and collection of a tax to pay the principal and interest on the Bonds or the pledge by the District of the moneys under the Resolution of the District authorizing the issuance of the Bonds, or (iv) the legal existence of the District or its boundaries, or the title to office of the present officials of the District.

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UNDERWRITING

Commerce Bank, N.A. (the “Underwriter”) has agreed to purchase the Bonds from the District at a price equal to $9,162,037.50 (which is equal to the aggregate principal amount of the Bonds, less an underwriting discount of $22,962.50). The Underwriter is purchasing the Bonds for resale in the normal course of the Underwriter’s business activities. The Underwriter reserves the right to offer any of the Bonds to one or more purchasers on such terms and conditions and at such price or prices as the Underwriter, in its discretion, shall determine.

MISCELLANEOUS

The references, excerpts and summaries of all documents referred to herein do not purport to be complete statements of the provisions of such documents, and reference is made to all such documents for full and complete statements of all matters of fact relating to the Bonds, the security for the payment of the Bonds and the rights of the Owners thereof. During the period of the offering, copies of drafts of such documents may be examined at the offices of the Underwriter; following delivery of the Bonds, copies of such documents may be examined at the principal corporate trust office of the Paying Agent. The information contained in this Official Statement has been compiled from official and other sources deemed to be reliable, and while not guaranteed as to completeness or accuracy, is believed to be correct as of this date.

Any statement made in this Official Statement involving matters of opinion or of estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the information presented herein since the date hereof. This Official Statement is not to be construed as a contract or agreement between the District, the Paying Agent, or the Underwriter and the purchasers or Owners of any Bonds.

The District has duly authorized the execution and delivery of this Official Statement.

SCHOOL DISTRICT OF CLAYTON, ST. LOUIS COUNTY, MISSOURI By: /s/ Sonny Buttar Vice President of the Board of Education

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APPENDIX A

INFORMATION REGARDING THE DISTRICT

TABLE OF CONTENTS PAGE

THE DISTRICT............................................................................................................................................. A-1

General...................................................................................................................................................... A-1 Board of Education ................................................................................................................................... A-1 Administration .......................................................................................................................................... A-1 Professional Staff ...................................................................................................................................... A-2 History of Enrollment ............................................................................................................................... A-3 School Rating and Accreditation .............................................................................................................. A-3 School Facilities........................................................................................................................................ A-4 Educational Programs and Services .......................................................................................................... A-4

ECONOMIC AND DEMOGRAPHIC INFORMATION CONCERNING THE DISTRICT ................ A-5 Commerce, Industry and Employment ..................................................................................................... A-5 Population and Other Statistics ................................................................................................................. A-7

FINANCIAL INFORMATION CONCERNING THE DISTRICT .......................................................... A-9 Accounting, Budgeting and Auditing Procedures..................................................................................... A-9 Sources of Revenue................................................................................................................................. A-10 Local Revenue ........................................................................................................................................ A-11 State Revenue.......................................................................................................................................... A-11 Federal Revenue...................................................................................................................................... A-13 Tax Limitation Provisions....................................................................................................................... A-13 Fund Placement and Expenditure Restrictions........................................................................................ A-14 Summary of Revenues, Expenditures and Fund Balances ...................................................................... A-15 Property and Liability Insurance............................................................................................................. A-17 Pension and Employee Retirement Plans................................................................................................ A-17

PROPERTY TAX INFORMATION ......................................................................................................... A-17 Property Valuations ................................................................................................................................ A-17 Tax Rates ................................................................................................................................................ A-18 Tax Collections ....................................................................................................................................... A-20 Major Property Taxpayers ...................................................................................................................... A-21 Tax Abatement and Tax Increment Financing........................................................................................ A-22

DEBT STRUCTURE OF THE DISTRICT............................................................................................... A-22 Debt Ratios and Related Information...................................................................................................... A-22 General.................................................................................................................................................... A-22 General Obligation Indebtedness ............................................................................................................ A-23 Overlapping General Obligation Indebtedness ....................................................................................... A-23 Legal Debt Capacity................................................................................................................................ A-23 Debt Service Requirements for General Obligation Bonds Outstanding................................................ A-24 Leases...................................................................................................................................................... A-24 No Prior Defaults .................................................................................................................................... A-24 Future Plans ............................................................................................................................................ A-24

THE DISTRICT

General The School District of Clayton, St. Louis County, Missouri (the “District”) is located in the City of Clayton, Missouri, the county seat of St. Louis County, Missouri, and includes a portion of the City of Richmond Heights. The District covers an area of approximately 3.25 square miles. The District estimates that the total population within the District is approximately 17,339 with 2,481 students enrolled for the 2009-10 school year. Board of Education The District is governed by a seven-member Board of Education (the “Board”). The members of the Board are elected for staggered three-year terms. The key roles and responsibilities of the Board are to establish policies for the District, to provide for the general operation and personnel of the District and to oversee the property and affairs of the District. The Board elects a President and Vice President for one-year terms. The Secretary and Treasurer are appointed by the Board and may or may not be members of the Board.

The present members of the Board are as follows:

Year Current

Name and Title First Elected Term Expires

Omri Praiss, President and Member 2005 2011 Sonny Buttar, Vice President and Member 2005 2011 Susan Buse, Treasurer and Member 2007 2010 Robert Kerr, Secretary and Member 2007 2010 Lily Raymond, Member 2006 2012 Jane Klamer, Member 2006 2012 Steve Singer, Member 2002 2011

Administration

The District’s general administrative team is headed by the Superintendent of Schools who reports directly to the Board and serves as the chief executive officer of the District. The Superintendent’s central administrative staff is comprised of an Assistant Superintendent of Teaching and Learning, an Assistant Superintendent of Human Resources and Student Services and a Chief Financial Officer. Brief resumes of the administrative staff are in the following paragraphs.

Dr. Don Senti, Superintendent. Dr. Senti has been the Superintendent of the District for fourteen

years. Previously he served as Superintendent of the Parkway C-2 School District from 1989 to 1995. From 1970 to 1989 he served the Parkway School District as an assistant principal, a principal and assistant superintendent. He received a Bachelor of Science degree in Education and Political Science and a Master of Education Administration from Kansas University. He earned an E.S.Ed., Administration and Ed.D., Administration from St. Louis University. In July 2008, Dr. Senti announced his intention to retire from the District at the end of the 2009-10 school year. The Board has started a national search for his replacement. The District has decided to use the services of Hazard, Young, Attea & Associates to search for Dr. Senti’s replacement.

Dr. Dorothy (Dottie) Barbeau, Assistant Superintendent of Teaching and Learning. Dr. Barbeau was

named Assistant Superintendent of Teaching and Learning in 2007. Dr. Barbeau was the Curriculum Director for Waterloo Community Unit School District in Waterloo, IL. from 2005 to 2007. Dr. Barbeau served as Adjunct Professor in the School of Education at Webster University and Program Director for the School of

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Behavioral and Social Sciences from 2001 to 2007, and has been a Gifted Education teacher in the Rockwood School District. She received her B.A. in Elementary Education and Psychology and her M.A. in Education from Washington University. She holds a Doctor of Education degree from Saint Louis University.

Dr. Sharmon B. Wilkinson, Assistant Superintendent of Human Resources and Student Services. Dr.

Wilkinson was named Assistant Superintendent of Human Resources and Student Services in 1997. She held a similar position with the Special School District of St. Louis County, Missouri from 1989 to 1997. She received her Bachelor of Arts degree at Michigan State University, a Master of Science degree from the University of Dayton, and an Education Doctorate Degree from St. Louis University.

Mark Stockwell, Chief Financial Officer. Mr. Stockwell was named Chief Financial Officer for the

District in September 2007. His previous experience includes being the Chief Financial Officer for Parkway C-2 School District from 1999 through August 2007. Prior to working at Parkway C-2 School District, he worked in various financial positions for the State of Illinois and the City of Carbondale, Illinois. He earned a Bachelor of Science degree and a Master of Business Administration from Eastern Illinois University. Mr. Stockwell is a Certified Public Accountant and holds certifications as a Government Finance Officer.

Professional Staff

The District’s entire staff of administrators, teachers, nurses, office workers, custodians, maintenance and cafeteria workers are all dedicated to the same goal: working to provide students with the atmosphere, comfort, instruction and support they need to achieve their highest potential.

The following table shows certified and non-certified personnel figures for the District for the school years indicated:

Certificated Personnel

Non-Certificated Personnel

Total

School Year

2005-06 322 185 507 2006-07 328 175 503 2007-08 314 189 503 2008-09 320 183 503 2009-10 324 187 511

Teacher qualifications - The average years of teaching experience for the 2008-09 school year was

16.1 years. Approximately 88.6% of the teaching staff have a master’s degree or higher. Approximately 65.8% of the staff is tenured. Many are accomplished experts for fields such as writing, history, music, art, science and athletics. They are highly sought-after speakers for local, state and nationwide conventions, and frequently are invited to write articles for assorted professional publications.

Staff recruitment and hiring - The District maintains its present staff’s high standards for quality by

hiring the best candidates available for new openings. The District’s interviewing and selection procedures for professional staff are extensive and sophisticated.

Staff development program - The District conducts an ongoing staff development program to help keep up to date on the latest in educational research and theory. Days during the school years are set aside specifically for this purpose, as are several days during the summer. The District also sends teachers to many workshops conducted outside the District.

The starting teacher’s salary for the 2009-10 school year was $39,000 with an average teacher salary of $66,919. The current maximum salary is $89,322.

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The District has a pupil teacher ratio of approximately 15:1 at the elementary level and 11:1 at the secondary level. History of Enrollment Listed below are the District’s Fall enrollment figures for the last four and current school years:

Grade 2005-06 2006-07 2007-08 2008-09 2009-10(1)

K 149 178 161 166 173 1st 161 173 174 168 177 2nd 170 177 167 163 178 3rd 172 192 179 168 163 4th 172 185 196 188 175 5th 171 174 180 193 198 6th 188 192 184 185 195 7th 170 219 201 189 196 8th 201 187 220 199 189 9th 231 207 199 232 200 10th 208 232 210 197 229 11th 249 185 234 212 201 12th 218 237 174 227 207

Total 2,460 2,538 2,479 2,487 2,481

Source: District’s reports of Fall enrollment data filed with Missouri Department of Elementary and Secondary Education and

the District (1) 2009-10 numbers are based on enrollment as of August 24, 2009. School Rating and Accreditation Missouri law requires the Department of Elementary and Secondary Education (“DESE”) to regularly evaluate each public school district. The process of accrediting school districts is mandated by State law, and the specific responsibilities are outlined both by rules of the State Board of Education and in Section 161.092 of the Revised Statutes of Missouri, as amended. Under DESE’s current accreditation system, school districts are evaluated every five years based on DESE standards in three areas: resource standards, educational process standards and performance standards. Districts receive an evaluation judgment for each of the three sets of standards and an overall evaluation, which evaluations are in one of three categories: “accredited,” “provisionally accredited” or “unaccredited.” As of July 2009, 512 (97.9%) of all school districts in the State were “accredited,” 8 (1.5%) were “provisionally accredited,” 1 (0.2%) was accredited on an “interim” basis and 2 (0.4%) were “unaccredited” under the Missouri School Improvement Program (“MSIP”) rating system. DESE has assigned the District “accredited” status, the highest accreditation status given by DESE. The District’s next MSIP review will be in the 2010-2011 school year. Annually, DESE gives special recognition to certain school districts that have demonstrated outstanding academic performance and consistent progress in the areas that are measured by the State’s school-accreditation standards. For the 2008-2009 school year, DESE awarded the District the prestigious “Distinction in Performance Award.” The award is based on the same 14 academic standards used in the accreditation review process. To receive the award, a school district must meet 13 out of the 14 standards, including all of the Missouri Assessment Program based measures. The District met all 14 standards and received the “High Achievement” level of Distinction in Performance Award.

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School Facilities The District currently owns and operates 1 high school, 1 middle school, 3 elementary schools and 1 prekindergarten school. Listed below is information about each of the schools currently operated by the District.

Clayton High School Location: 1 Mark Twain Center Enrollment: 836 Grade Span: 9-12

Wydown Middle School Location: 6500 Wydown Enrollment:580 Grade Span: 6-8

Ralph M. Captain Elementary Location: 6345 Northwood Avenue Enrollment: 318 Grade Span: K-5

Glenridge Elementary School Location: 7447 Wellington Enrollment: 384 Grade Span: K-5

Meramec Elementary Location: 400 S. Meramec Avenue Enrollment: 362 Grade Span: K-5

Family Center Location: 301 North Gay Enrollment: 119 Grade Span: PK

Educational Programs and Services In addition to a superior regular academic curriculum, the District offers a broad range of other programs for students, including gifted/talented opportunities, English as a Second Language, fine arts, advanced college placement, interscholastic and intramural athletics, assistance for at-risk students, reading and writing across the curriculum and others. District educational services extend beyond the broad K-12 program – the District’s Early Childhood Education Program serves children before they attend kindergarten and the District’s Clayton Connection supports community activities to build intergenerational relationships between the District’s students and community members.

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ECONOMIC AND DEMOGRAPHIC INFORMATION CONCERNING THE DISTRICT

Commerce, Industry and Employment Major Employers. Listed below are the major employers located in the District and the approximate number of employees employed within the St. Louis metropolitan area by each: Name Product or Service Employment

1. St. Louis County County government 1,850 2. Enterprise Rent-A Car Car leasing 769 3. Clayton Corporate Management Real estate 675 4. Brown Group Shoe manufacturer 633 5. Commerce Bank Bank 537 6. Clayton School District Public education 503 7. Centene Management Company Health care consulting 475 8. Restaurant at Ritz Carlton Restaurant 365 9. Ritz Carlton Hotel 301 10. Rehab Care Group Inc. Health care 288 Source: Comprehensive Audit Financial Report of the City of Clayton, Missouri for the Fiscal Year ending September 30, 2008. Unemployment. The following table sets forth estimates of the total labor force, number of employed and unemployed workers in St. Louis County and, for comparative purposes, the unemployment rates for the State of Missouri and the United States for 2004 through 2008:

St. Louis County Labor Force Unemployment Rates

Year

Employed

Unemployed

TotalSt. Louis County

State of Missouri

United States

2004 507,758 29,725 537,483 5.5% 5.8% 5.5% 2005 505,920 27,391 533,311 5.1 5.4 5.1 2006 504,115 24,698 528,813 4.7 4.8 4.6 2007 497,689 25,761 523,450 4.9 5.1 4.6 2008 489,215 30,920 520,135 5.9 6.1 5.8

Source: U.S. Department of Labor, Bureau of Labor Statistics.

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The following table represents workforce by occupation in the District, St. Louis County and the State of Missouri according to the 2000 Census:

District St. Louis County State of Missouri

Occupation Number Percent Number Percent Number Percent

Management, professional and related occupations 4,926 67.9% 210,366 41.6% 836,005 31.4% Service 470 6.5 63,158 12.5 399,052 15.0 Sales and office 1,609 22.2 148,738 29.4 714,303 26.9 Farming, fishing and forestry 0 0.0 513 0.1 17,240 0.6 Construction, extraction and maintenance 136 1.9 32,105 6.4 259,266 9.8 Production, transportation and material moving 118 1.6 50,370 10.0 432,058 16.3

Total 7,259 100.0% 505,250 100.0% 2,657,924 100.0% Source: U.S. Bureau of the Census (2000 Census). The following table represents employees by industry in St. Louis County and the State of Missouri according to the 2000 Census

St. Louis County

State of Missouri

Industry Number Percent Number Percent

Agriculture, forestry, fishing, hunting and mining 1,146 0.2% 58,415 2.2% Construction 24,817 4.9 182,858 6.9 Manufacturing 64,212 12.7 393,440 14.8 Wholesale trade 21,290 4.2 97,021 3.7 Retail trade 57,061 11.3 315,872 11.9 Transportation and warehousing and utilities 27,141 5.4 150,641 5.7 Information 19,021 3.8 80,623 3.0 Finance, insurance, real estate, and rental and leasing 45,603 9.0 177,651 6.7 Professional, scientific, management, administrative and waste management services 56,101 11.1 198,547 7.5 Educational, health and social services 109,440 21.7 541,715 20.4 Arts, entertainment, recreation, accommodation and food services 38,345 7.6 206,295 7.8 Other services (except public administration) 24,398 4.8 132,940 5.0 Public administration 16,675 3.3 121,906 4.6

Total 505,250 100.0% 2,657,924 100.0%

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Population and Other Statistics

The following table shows the populations of the District, St. Louis County and the State of Missouri:


Population

Percent Change

Population

Percent Change

Population

Percent Change

2000 17,623 +8.4 1,016,315 +2.29% 5,595,211 +9.34% 1990 16,260 N/A 993,529 N/A 5,117,073 N/A

Source: U.S. Bureau of the Census (2000 Census).

The following table shows the median age of the populations of the District, St. Louis County and the

State of Missouri, according to the 2000 Census:

Median Age

District 29.6 St. Louis County 37.5 State of Missouri 36.1


The per capita income and median family income according to the 2000 Census for the District, and for comparative purposes, St. Louis County and the State of Missouri, are:

St. Louis County

State of Missouri

District

Per Capita Income $ 38,869 $27,595 $19,936 Median Family Income 104,957 61,680 46,044


The following table represents the distribution of household income for the District, St. Louis County and the State of Missouri according to the 2000 Census:


Income

Number

Percent

Number

Percent

Number

Percent

Under $10,000 333 5.5% 23,049 5.7% 221,242 10.1% $10,000 to $14,999 191 3.2 18,211 4.5 154,370 7.0 $15,000 to $24,999 370 6.1 43,402 10.7 319,986 14.6 $25,000 to $34,999 690 11.4 49,378 12.2 314,611 14.3 $35,000 to $49,999 842 13.9 65,737 16.2 385,315 17.5 $50,000 to $74,999 1,113 18.3 85,179 21.1 415,772 18.9 $75,000 to $99,999 480 7.9 48,720 12.0 193,561 8.8 $100,000 to $149,999 813 13.4 42,141 10.4 125,566 5.7 $150,000 or more 1,241 20.4 28,790 7.1 66,791 3.0

Total 6,073 100.0% 404,607 100.0% 2,197,214 100.0% Source: U.S. Bureau of the Census (2000 Census).

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The following table presents per capita personal income(1) for St. Louis County and the State of Missouri for the years 2003 through 2007, the latest date for which such information is available:

St. Louis County State of Missouri

Year

Per Capita

Personal Income

% Change

Per Capita

Personal Income

% Change

2003 $43,075 N/A $29,122 N/A 2004 44,888 +4.20% 30,283 +3.99% 2005 46,361 +3.28 31,202 +3.03 2006 48,848 +5.36 32,514 +4.20 2007 51,710 +5.85 33,964 +4.46

(1) “Per Capita Personal Income” is the annual total personal income of residents divided by the resident population as of

July 1. “Personal Income” is the sum of net earnings by place of residence, rental income of persons, personal dividend income, personal interest income, and transfer payments. “Net Earnings” is earnings by place of work - the sum of wage and salary disbursements (payrolls), other labor income, and proprietors’ income - less personal contributions for social insurance, plus an adjustment to convert earnings by place of work to a place-of-residence basis. Personal Income is measured before the deduction of personal income taxes and other personal taxes and is reported in current dollars (no adjustment is made for price changes).

Source: U.S. Department of Commerce, Bureau of Economic Analysis.

Set forth below are the median (owner-occupied) house values according to the 2000 Census for the District, and for comparative purposes, St. Louis County and the State of Missouri.

Median House Value

District $408,324 St. Louis County 116,600 State of Missouri 89,900

Source: U.S. Bureau of the Census (2000 Census). The value of specified owner-occupied housing units of the District, St. Louis County and the State of Missouri was, according the 2000 Census, as follows:


Value

Number

Percent

Number

Percent

Number

Percent

Under $50,000 7 0.3% 20,167 7.2% 198,814 16.7% $50,000 to $99,999 80 3.3 97,337 34.8 491,675 41.4 $100,000 to $149,999 141 5.8 64,418 23.1 262,103 22.1 $150,000 to $199,999 108 4.4 38,491 13.8 117,791 9.9 $200,000 to $299,999 384 15.8 32,423 11.6 74,880 6.3 $300,000 or more 1,712 70.4 26,505 9.5 43,179 3.6

Total 2,432 100.0% 279,341 100.0% 1,188,442 100.0% Source: U.S. Census Bureau (2000 Census).

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FINANCIAL INFORMATION CONCERNING THE DISTRICT Accounting, Budgeting and Auditing Procedures General. The District’s financial statements include all funds, account groups, departments, agencies, boards, commissions and other organizations over which the District is financially accountable.

Accounts are organized on the basis of funds or groups of accounts, each of which is considered to be a separate set of self-balancing accounts which comprise its assets, liabilities, fund balances, revenues, expenditures and expenses. The following are the funds and account groups used by the District:

General (Incidental) Fund – This fund is used to account for general activities of the District, including expenditures for noncertified employees, pupil transportation costs, plant operation, fringe benefits, student body activities, community services, food service and any expenditures not required or permitted to be accounted for in other funds.

Special Revenue (Teachers’) Fund – This fund is used to account for expenditures for certified employees involved in administration and instruction. It includes revenues restricted by the State and the local tax levy for the payment of teacher salaries and certain employee benefits.

Debt Service Fund – This fund is used to account for the accumulation of resources for, and the payment of, principal, interest and fiscal charges on long-term debt.

Capital Projects Fund – This fund is used to account for the proceeds of long-term debt, taxes and other revenues to be used for the acquisition or construction of major capital assets.

Enterprise Fund – This fund is used to account for business-type activities in which costs of services provided to constituents of the District are either fully or mostly recovered through service charges to the users of such services or from transfers from other funds.

Basis of Accounting. Basis of accounting refers to when revenues and expenditures are recognized in the accounts and reported in the financial statements. The District’s accounting system for governmental funds reflect the modified accrual basis of accounting. Under the modified accrual basis of accounting, revenues are recognized when measurable and available. At the end of the year, the governmental funds are converted from the modified accrual basis to the accrual basis for presentation in District-wide financial statements. Under the accrual basis of accounting, revenues are recognized when earned and expenses are recognized when the liability is incurred or economic asset is used.

Budgets and Budgetary Accounting. The District follows these procedures in establishing the budgetary data reflected in the financial statements: 1. In accordance with Chapter 67 of the Revised Statutes of Missouri, as amended, the District

adopts a budget for each fund. 2. Prior to July, the Superintendent, who serves as the budget officer, submits to the Board a

proposed budget for the fiscal year beginning on the following July 1. The proposed budget includes estimated revenues and proposed expenditures for all District funds. Budgeted expenditures cannot exceed beginning available monies plus estimated revenues for the year.

3. A public hearing is conducted to obtain taxpayer comments. Prior to its approval by the

Board, the budget document is available for public inspection. 4. Prior to July 1, the budget is approved by a vote of the Board.

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5. Subsequent to its formal approval of the budget, the Board has the authority to make necessary adjustments to the budget by formal vote of the Board. Adjustments made during the year are reflected in the budget information included in the financial statements.

The financial records of the District are audited annually by an independent public accountant in accordance with generally accepted auditing standards. The most recent annual audit has been performed by Kerber, Eck & Braeckel LLP, Certified Public Accountants, St. Louis, Missouri. A copy of the audit for the fiscal year ended June 30, 2008, is included in this Official Statement as Appendix B. A summary of significant accounting policies of the District is contained in the Notes accompanying the financial statements in Appendix B. The District neither requested nor received the consent of Kerber, Eck & Braeckel LLP to the inclusion of its audit report in this Official Statement. Neither the firm of Kerber, Eck & Braeckel LLP, nor any other independent accountants, has examined the District’s records, or performed any procedures with respect to the District since the date of the District’s audit for the fiscal year ended June 30, 2008. Sources of Revenue

Missouri school districts finance their operations through the local property tax levy, State sales tax, State Aid, federal grant programs and miscellaneous sources including State Aid for Transportation, State Aid for Handicapped Students, a State sales tax on cigarettes (“fair share revenues”) and a pro rata share of interest income from the counties in which each school district operates. Debt service is financed primarily through local property taxes.

The following table shows the allocation of the District’s revenue from the various sources for the

fiscal year ended June 30, 2009.

Revenue Source % of Total

Local Revenue 94.66% County Revenue 0.65 State Revenue 2.73 Federal Revenue 1.45 Other Revenue 0.51 Total 100.00%

Source: District’s Annual Secretary of the Board report filed with the Missouri Department of Elementary and Secondary Education.

The following table shows the District’s sources of revenues for the fiscal years shown below:

Fiscal

Year Ended

June 30

Local

Revenue

County Revenue

State

Revenue

Federal Revenue

Other

Revenue

Total

Revenue

2006 $44,687,042 $309,996 $1,316,479 $734,102 $404,102 $47,451,721 2007 45,126,410 353,595 1,357,514 637,727 384,464 47,859,710 2008 46,405,212 360,198 1,409,463 539,158 403,120 49,117,151 Source: District’s Audited Financial Statements for the fiscal years ended 2006 - 2008.

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Local Revenue The primary sources of “local revenue” are (1) taxes upon real and personal property within a district, excluding railroad and utility property taxes, which are more fully described below under the caption “PROPERTY TAX INFORMATION,” (2) fines and forfeitures collected as a result of violations within a district’s boundaries, (3) a district’s allocable portion of state assessed railroad and utility property taxes collected and distributed by the county or counties in which it is located, and (4) receipts from a 1% state sales tax (commonly referred to as “Proposition C revenues”). For school taxation purposes, all state assessed railroad and utility property within a county is taxed uniformly at a rate determined by averaging the tax rates of all school districts in the county. No determination is made of the assessed value of the railroad and utility property that is physically located within the boundaries of each school district. Such tax collections for each county are distributed to the school districts within that county according to a formula, based in part on total student enrollment in each district and in part on the taxes levied by each district. Proposition C revenues are generated by a 1-cent state sales tax that was approved by the voters in 1982. The sales tax proceeds are deemed to be “local” revenues for school district accounting purposes. Under prior law, every school district in the State received a flat amount of Proposition C revenue for each eligible pupil. Effective July 1, 2006 such revenue is being distributed under the provisions of a revised state aid formula using weighted average daily attendance (see the section below captioned “FINANCIAL INFORMATION CONCERNING THE DISTRICT – State Revenue”). The following table shows the amounts of Proposition C revenue per pupil distributed for each of the fiscal years shown below:

Proposition C Revenue

Fiscal Year Ended June 30

2002 $779.34 2003 757.87 2004 792.14 2005 812.74 2006 857.07 2007 856.93(1) 2008 862.00(1) 2009 794.00(1)

(1) Per weighted average daily attendance. Source: Missouri Department of Elementary and Secondary Education. Under Proposition C, after determining its budget and the levy rate needed to produce required revenues to fund the budget, a school district must reduce the operating levy by an amount sufficient to decrease the revenues it would have received therefrom by an amount equal to approximately one-half of the estimated revenues to be received through Proposition C during the year. School districts may submit propositions to voters to forego some or all of the reduction in the operating levy that is otherwise required under terms of Proposition C. The voters within the District approved the elimination of the sales tax reduction requirement in February 1994. State Revenue The primary source of state revenue is provided under a formula enacted by Sections 163.011 through 163.071, Revised Statutes of Missouri, as amended. In its 2005 regular session, the Missouri General Assembly approved significant changes to the formula by adoption of Senate Bill 287 (“SB 287”), which became effective July 1, 2006 (other than certain changes to special education policies, which became effective August 28, 2005). SB 287 is intended to transition the State away from the prior local tax rate based formula,

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to a formula that is primarily student-needs based. The new formula is being phased in over a seven-year period, starting with the 2006-07 fiscal year. For the phase-in period, generally speaking, state aid for each school district will be calculated based on the following percentages of state aid paid to the district in the 2005-06 fiscal year and state aid payable to the new formula established under SB 287:

Percentage of 2005-06

State Aid Payment

Percentage of SB 287

Formula

Phase-In Year

2006-07 85% 15% 2007-08 70 30 2008-09 56 44 2009-10 42 58 2010-11 28 72 2011-12 14 86 2012-13 0 100

Effective for the 2006-07 school year, the basic formula for distribution of state aid to Missouri school districts is calculated pursuant to a formula that is primarily affected by a district’s weighted average daily attendance (“ADA”). Weighted ADA, under the new formula, is based upon regular term ADA plus summer school ADA, with additional weight assigned for students who qualify for free and reduced lunch, receive special education services, or possess limited English language proficiency. The amount of a school district’s basic state aid is determined under the new formula by multiplying a school district’s ADA by the “state adequacy target,” which is an amount calculated by DESE every two years as the minimum amount of funds a school district needs in order to educate each student, and then reducing that figure by the school district’s “local effort,” further described in the next paragraph. For the 2006-07 school year, DESE set the state adequacy target at $6,117. The law provides that the recalculation by DESE can never result in a decrease from the previous state adequacy target amount. For the 2007-08 fiscal year, the “local effort” figure utilized in a school district’s state aid calculation is the amount of locally generated revenue that the school district would have received in the 2006-07 fiscal year if its operating levy was set at $3.05. The $3.05 amount is called the “performance levy.” After the 2006-07 fiscal year, a school district’s “local effort” amount will be frozen at the 2006-07 amount, except for adjustments due to increased locally collected fines or decreased assessed valuation in the district. Future growth in assessed valuation and operating levy increases above $3.05 will result in additional local revenue to a school district, without affecting state aid payments. Similarly, a school district’s inability or failure to impose an operating levy of at least $3.05 will result in lower amounts of local revenue, but will not impact future state aid payments. A “hold harmless” provision in SB 287 provides that no school district will receive less state aid, calculated on a per weighted ADA basis than it received in the 2005-06 fiscal year. To receive increases of state aid above this level requires that the total of a district’s local property tax levies in its Incidental and Teachers’ Funds must be at least $2.75 per $100 assessed valuation. Levy reductions required as a result of a “Hancock rollback” will not affect a district’s eligibility for state aid increases. In addition to state aid distributed pursuant to the basic formula described above, SB 287 provides for distribution of certain categorical sources of state aid to school districts. These include (1) 75% of allowable transportation costs, (2) the career ladder entitlement, (3) the vocational education entitlement, and (4) educational and screening program entitlements. SB 287 also provides for a separate distribution of that portion of the State’s gambling revenues, which state law requires be distributed to school districts on the basis of average daily attendance (versus weighted ADA, which applies to the basic formula distribution). These categorical sources of state aid and gambling revenue distributions had historically been included in basic formula state aid.

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Federal Revenue

School districts receive certain grants and other revenue from the federal government, which are usually required to be used for the specified purposes of the grant or funding program.

The federal “No Child Left Behind” law requires that every public school student must score at a

“proficient” level or higher in math and reading by 2014. Each state establishes its own proficiency levels. Federal sanctions for school districts that fail to meet established proficiency standards include providing parents and students from underperforming schools within a district the right to request a transfer to a school within the district that meets proficiency standards. In addition, schools that continue to fail to meet proficiency standards must, in addition to transfers and tutoring, make additional changes in staffing, curriculum and management. Federal sanctions apply only to public schools that receive Title I federal money. The District has been notified that some of its schools failed to meet the applicable proficiency standards. Tax Limitation Provisions The operating levy of a school district (consisting of all ad valorem taxes levied except the debt service levy) cannot exceed the “tax rate ceiling” for the current year without voter approval. Under Article X, Section 11(b) of the Missouri Constitution, a school district may increase its operating levy up to $2.75 per $100 assessed valuation without voter approval. Any increase above $2.75, however, must be approved by a majority of the voters voting on the proposition. Further, pursuant to Article X, Section 11(c) of the Missouri Constitution, any increase above $6.00 must be approved by two-thirds of the voters voting on the proposition. Without the required percentage of voter approval, the tax rate ceiling cannot at any time exceed the greater of the tax rate in effect in 1980 or the most recent voter-approved tax rate (as adjusted pursuant to the provisions of the Hancock Amendment and SB 711, more fully explained below). The tax levy for debt service on a school district’s general obligation bonds is exempt from these limitations upon the tax rate ceiling. Article X, Section 22(a) of the Missouri Constitution (popularly known as the “Hancock Amendment”), approved in 1980, places limitations on total state revenues and the levying or increasing of taxes without voter approval. The Missouri Supreme Court has interpreted the definition of “total state revenues” to exclude voter-approved tax increases. The Hancock Amendment also includes provisions requiring tax rate roll backs by local governmental units. By statute, in each odd-numbered year, the value of taxable real and personal property is reassessed. If the new assessed valuation of property, excluding the value of new construction and improvements, increases by a larger percentage than the increase in the Consumer Price Index from the previous year (or 5%, if greater), the current tax levy ceiling must be reduced to yield the same gross revenue from existing property, adjusted for changes in the Consumer Price Index, as could have been collected at the existing tax levy ceiling on the prior assessed value. This reduction is often referred to as a “Hancock rollback.” The limitation on local governmental units does not apply to taxes levied in the Debt Service Fund for the payment of principal and interest on general obligation bonds. In 2008, through the enactment of Senate Bill 711 (“SB 711”), the Missouri General Assembly approved further limitations on the amount of property taxes that can be imposed by a local governmental unit. Prior to the enactment of SB 711, a Hancock rollback would not necessarily result in a reduction of a district’s actual operating tax levy if its current tax levy was less than its current tax levy ceiling, due to the district’s voluntary rollback from the maximum authorized tax levy. Under SB 711, in reassessment years (odd-numbered years), the Hancock rollback is applied to a district’s actual operating tax levy, regardless of whether that levy is at the district’s tax levy ceiling. This further reduction is sometimes referred to as an “SB 711 rollback.” In non-reassessment years (even-numbered years), the operating levy may be increased to the district’s tax levy ceiling (as adjusted by the Hancock rollback), only after a public hearing and adoption of a resolution or policy statement justifying the action.

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Fund Placement and Expenditure Restrictions General. With few exceptions, revenues of school districts are required to be deposited, at the board of education’s discretion, in the Incidental or Teachers’ Funds. Money required to be deposited in the Incidental Fund includes money received from other districts for transportation and 25% of basic formula state aid, excluding state aid distributed from the Classroom Trust Fund (gaming revenues). The proceeds of property tax levies must be placed in the fund for which the levy was extended. Money donated to the school districts is to be deposited in the fund where it can be expended to meet the purpose for which it was donated and accepted. Money received from any other source whatsoever may be placed to the credit of the fund or funds designated by the school board. Mandatory Deposit and Expenditures of Certain Amounts in the Teachers’ Fund. Under SB 287, the following state and local revenues must be deposited in the Teachers’ Fund each year: (1) 75% of basic formula state aid, excluding state aid distributed from the Classroom Trust Fund (gaming revenues); (2) 75% of one-half of the district’s local share of Proposition C revenues; (3) 100% of the career ladder state matching payments; and (4) 100% of local revenue from fines and escheats based on violations or abandoned property within the district’s boundaries. SB 287 provides that certificated staff compensation includes the costs of public school retirement and Medicare for those staff members. Those costs will, therefore, be paid from the Teachers’ Fund, rather than the Incidental Fund. School districts are required to spend for certificated staff compensation and tuition expenditures each year the amounts described in clauses (1) and (2) of the preceding paragraph. School districts are further required to spend for certificated staff compensation and tuition expenditures each year, per the second preceding year’s weighted ADA, as much as was spent in the previous year from local and county tax revenues deposited in the Teachers’ Fund, plus the amount of any transfers from the Incidental Fund to the Teachers’ Fund that are calculated to be local and county tax sources. This amount is to be determined by dividing local and county tax sources in the Incidental Fund by total revenue in the Incidental Fund. Failure to satisfy the deposit and expenditure requirements applicable to the Teachers’ Fund will result in a deduction of the amount of the expenditure shortfall from a district’s basic formula state aid for the following year, unless the district receives an exemption from the State Board of Education. A school board may transfer any portion of the unrestricted balance remaining in the Incidental Fund to the Teachers’ Fund. Under SB 287, any district that uses a transfer from the Incidental Fund to pay for more than 25% of the annual certificated compensation obligation of the district and has an Incidental Fund balance on June 30 in any year in excess of 50% of the combined Incidental and Teachers’ Fund expenditures for the fiscal year just ended, will be required to transfer the excess from the Incidental Fund to the Teachers’ Fund. Limited Sources of Funds for Capital Expenditures. School districts may only pay for capital outlays through either (1) the issuance of general obligation bonds (which are paid from a Debt Service Fund levy) or (2) amounts on deposit in the Capital Projects Fund. Sources of revenues in the Capital Projects Fund are generally limited to the school district’s local property tax levy for the Capital Projects Fund, transfers from the Incidental Fund, which are limited, and donations or payments in lieu of taxes, which are properly allocated to such fund. Pursuant to SB 287, a school district may also deposit in its Capital Projects Fund that portion of its state aid that represents the disbursement of the Classroom Trust Fund moneys (gaming revenues).

Prior to setting tax rates for the Teachers’ and Incidental Funds, each school district must annually set the tax rate for the Capital Projects Fund as necessary to meet the expenditures of the Capital Projects Fund for capital outlays, after all allowable transfers to the Capital Projects Fund. The tax rate set for the Capital Projects Fund may not, however, be set in an amount that would result in the reduction of the equalized combined tax rates for the Teachers’ and Incidental Funds to an amount below $2.75. Permitted transfers from the Teachers’ and Incidental Funds to the Capital Projects are limited in amount and pursuant to SB 287,

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beginning July 1, 2006, if a school district is in compliance with the provisions described above under the section captioned “Mandatory Deposit and Expenditures of Certain Amounts in the Teachers’ Fund,” then it may transfer from its Incidental Fund to the Capital Projects Fund the sum of the following amounts:

1. The amount to be expended for transportation equipment that is considered an allowable cost under state board of education rules for transportation reimbursements during the current year; plus

2. Any amount necessary to satisfy obligations of the capital projects fund for state-approved

area vocational-technical schools; plus 3. Current year obligations for lease-purchase obligations entered into prior to January 1, 1997;

plus 4. The amount necessary to repay costs of one or more guaranteed energy savings performance

contracts to renovate buildings in the school district, provided that the contract is only for “energy conservation measures” as defined in Section 640.651 of the Revised Statutes of Missouri, as amended, and provided that the contract otherwise satisfies applicable state law; plus

5. An amount not to exceed the greater of $162,326 or 7% of the state adequacy target

multiplied by the district’s weighted ADA (sometimes referred to as the “GTB/Line 1 transfer”).

Summary of Revenues, Expenditures and Fund Balances The following Summary Statement of Revenues, Expenditures and Changes in Fund Balances was prepared from the District’s audited financial statements. The statement set forth below should be read in conjunction with the other financial statements and notes set forth in Appendix B of this Official Statement and the financial statements on file at the District’s office.

[Remainder of Page Intentionally Left Blank.]

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SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES

Fiscal Years Ending June 30 2006 2007 2008

General (Incidental) Fund: Beginning Balance $ 4,953,456 $ 6,304,780 $ 8,499,215 Revenues 17,277,985 16,970,873 13,405,191 Expenditures (16,403,767) (15,187,218) (15,159,917) Transfers To (From) 477,106 410,780 444,673

Ending Balance $ 6,304,780 $ 8,499,215 $ 7,189,162 Special Revenue (Teachers’) Fund: Beginning Balance $ 5,786,207 $ 8,421,313 $ 9,635,031 Revenues 24,126,769 25,718,653 28,931,627 Expenditures (21,300,021) (24,317,474) (26,130,168) Transfers To (From) (191,642) (187,461) (195,171)

Ending Balance $ 8,421,313 $ 9,635,031 $12,241,319 Debt Service Fund: Beginning Balance $ 3,176,083 $ 2,905,741 $ 2,732,599 Revenues 3,392,958 3,492,422 3,943,001 Expenditures (3,663,300) (3,665,564) (3,741,864) Transfers To (From) 0 0 0

Ending Balance $ 2,905,741 $ 2,732,599 $ 2,933,736 Capital Projects (Building) Fund: Beginning Balance $ 980,508 $ 955,676 $ 486,115 Revenues 2,434,974 1,425,962 2,588,560 Expenditures (2,914,927) (1,895,523) (2,485,053) Transfers To (From) 455,121 0 367,801

Ending Balance $ 955,676 $ 486,115 $ 957,423 Clayton School District Educational Facilities Authority Debt Service Fund

Beginning Balance $ 238,015 $ 209,395 $ 211,140 Revenues 219,035 251,800 248,772 Expenditures (247,655) (250,055) (252,055) Transfers To (From) 0 0 0

Ending Balance $ 209,395 $ 211,140 $ 207,857 Total Funds: Beginning Balance $15,134,269 $18,796,905 $21,564,100 Revenues 47,451,721 47,859,710 49,117,151 Expenditures (44,529,670) (45,315,834) (47,769,057) Transfers To (From) 740,585 223,319 617,303

Ending Balance $18,796,905 $21,564,100 $23,529,497 Source: District’s Audited Financial Statements for the fiscal years ended 2006 - 2008.

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Property and Liability Insurance The District’s insurance needs are covered by the Missouri United School Insurance Council (“MUSIC”), a self-insured pool of approximately 400 Missouri school districts. MUSIC is a public entity risk pool currently operating as a common risk management and insurance program. The District has coverage for property, liability and worker’s compensation insurance through MUSIC. Pension and Employee Retirement Plans The District contributes to the Public School Retirement Systems of Missouri (“PSRS”), a cost sharing multiple-employer defined benefit pension plan. PSRS provides retirement and disability benefits to certified employees who work 17 or more hours per week and death benefits to members and beneficiaries. Positions covered by PSRS are not covered by Social Security. PSRS members are required to contribute 12.5% of their annual covered salary and the District is required to contribute a matching amount. The District’s contribution to PSRS for the fiscal year ended June 30, 2008 was $2,750,840, equal to the required contribution. The District also contributes to Public Education Employee Retirement System (“PEERS”) of Missouri, a cost-sharing multiple-employer defined benefit pension plan. PEERS provides retirement and disability benefits to employees of the District who work 20 or more hours per week and who do not contribute to PSRS. Positions covered by the PEERS are also covered by Social Security. PEERS members are required to contribute 6.0% of their annual covered salary and the District is required to contribute a matching amount. The District’s contribution to PEERS for the fiscal year ended June 30, 2008 was $425,390, equal to the required contribution.

For additional information regarding PSRS and PEERS, see the notes to the District’s audited financial statements in Appendix B hereto.

PROPERTY TAX INFORMATION

Property Valuations

Assessment Procedure. All taxable real and personal property within the District is assessed annually by the County Assessor. Missouri law requires that personal property be assessed at 33-1/3% of true value and that real property be assessed at the following percentages of true value:

Residential real property..................................................................... 19% Agricultural and horticultural real property........................................ 12% Utility, industrial, commercial, railroad and all other real property................................................................. 32%

In order to maintain equalized assessed valuations, Missouri law requires that each County Assessor,

on January 1 of every odd-numbered year, must adjust the assessed valuation of all real property located within the county in accordance with a two-year assessment and equalization maintenance plan approved by the State Tax Commission.

The County Assessor is responsible for preparing the tax roll each year and for submitting the tax roll to the Board of Equalization. The County Board of Equalization has the authority to adjust and equalize the values of individual properties appearing on the tax rolls.

Certain properties, such as those used for charitable, educational and religious purposes, are excluded from both the real estate ad valorem tax and the personal property tax.

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Current Assessed Valuation. The following table shows the total assessed valuation(1) and the estimated actual valuation by category, of all taxable tangible property situated in the District according to the assessment of January 1, 2008 as finally adjusted and equalized:

Assessed

Valuation

Category

Assessment Rate

Estimated Actual

Valuation Real estate: Residential $ 528,869,390 19% $2,785,523,105 Commercial 446,901,930 32% 1,396,568,531 Agricultural 0 12% 0 Sub-Total $ 975,771,320 $4,180,091,637 Personal property(2) $ 101,753,840 33-1/3% $ 305,261,520 Total

$1,077,525,160

$4,485,353,157

(1) St. Louis County includes locally assessed railroad and utility amounts within Commercial Real Estate and Personal

Property. (2) Assumes all personal property is assessed at 33-1/3%; because certain subclasses of tangible personal property are

assessed at less than 33-1/3%, the estimated actual valuation for personal property would likely be greater than that shown above. See “Assessment Procedure” above.

Source: St. Louis County Department of Revenue.

History of Property Valuations. The total assessed valuation of all taxable tangible property situated in the District, according to the assessments as of January 1, in the calendar years shown below, has been as follows:

Calendar Year

Assessed Valuation

% Change

2005 $ 905,373,910 N/A 2006 913,887,130 +0.94% 2007 1,062,572,790 +16.27 2008 1,077,525,160 +1.41

Source: St. Louis County Department of Revenue. Tax Rates Tax Rates – By Property Classification (HB 1150). House Bill 1150 (“HB 1150”), which became effective January 1, 2003 for taxing jurisdictions within St. Louis County, changed the way property taxes are assessed and levied. Section 137.073, RSMo, as amended, requires separate tax rates to be calculated and levied for each class and subclass of property: residential, commercial and agricultural real estate, and personal property. If the separate levy process reduces revenues to a political subdivision, it may adjust the levy to produce the same amount of revenue as would have been produced under a single levy process. Pursuant to HB 1150, any required rollback of taxes pursuant to a “Hancock rollback”, is required to be applied within each class or subclass of property. (See the explanation above under the caption “FINANCIAL INFORMATION CONCERNING THE DISTRICT – Tax Limitation Provisions”.) The intended effect of HB 1150 was a balancing of the tax rates of each type of property with the increase in assessed valuation of each class or subclass.

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The Missouri State Auditor issued Report 2004-25 on March 25, 2004, titled “Review of the Impact of HB 1150’s Implementation”. The audit report found that, after the first year of implementation of HB 1150, the total taxes levied were substantially the same as allowed under the prior method. The report did find that application of HB 1150 resulted in a shifting of taxes from residential real property taxpayers to commercial and agricultural real property taxpayers, and personal property taxpayers.

Section 137.073.6(1), RSMo, as amended, provides a formula to be used by school districts to

determine a “blended rate”, which is to be used for purposes of calculating state aid for public schools pursuant to section 163.031, RSMo. The blended rate is to be calculated by first determining the total tax revenue of the property within the school district, which amount shall be equal to the sum of the products of multiplying the assessed valuation of each class and subclass of property by the corresponding tax rate for such class or subclass, then dividing the total tax revenue by the total assessed valuation of property within the school district, and then multiplying the resulting quotient by a factor of 100.

The following table shows the adjusted tax rates (per $100 of assessed valuation) levied against each

class and subclass of property for the current fiscal year and the three prior fiscal years for the District:

Fiscal Year Ended

June 30

Real Estate Residential

Real Estate Commercial

Real Estate Agricultural

Personal Property

2006 $3.9246 $3.8678 $0.0000 $3.9114 2007 3.7157 3.8256 0.0000 3.7916 2008 3.2540 3.5911 0.0000 3.7974 2009 3.2302 3.5675 0.0000 3.7686

Operating Levy. The operating levy (consisting of all the taxes levied, except those allocated to the

debt service fund) cannot exceed the “tax rate ceiling” for the current year without voter approval. The tax rate ceiling, determined annually, is the rate of levy which, when charged against the newly-received assessed valuation of the District for the current year, excluding new construction and improvements, will produce an amount of tax revenues equal to tax revenues for the previous year increased by 5% or the Consumer Price Index, whichever is lower. Without the required percentage of voter approval, the tax rate ceiling cannot at any time exceed the greater of the tax rate in effect in 1984 or the most recent voter-approved tax rate (as adjusted pursuant to the provisions of the Hancock Amendment and SB 711, more fully explained above under the caption “FINANCIAL INFORMATION CONCERNING THE DISTRICT – Tax Limitation Provisions”). The tax levy for debt service on the District’s general obligation bonds is exempt from the calculations of and limitations upon the tax rate ceiling. Under Article X, Section 11(c) of the Missouri Constitution, any increase in the District’s operating levy above $6.00 must be approved by two-thirds of the voters voting on the proposition. Debt Service Levy. The District is required under Article VI, Section 26(f) of the Missouri Constitution to levy an annual tax on all taxable tangible property therein sufficient to pay the interest and principal of the indebtedness as they fall due and to retire the same within 20 years from the date of issue. The Board of Education may set the tax rate for debt service, without limitation as to the rate or amount, at the level required to make such payments. Section 137.073.6(2), RSMo, provides that the amount of the debt service levy will be prima facie valid if, after making the payment for which the tax is levied, general obligation bonds remain outstanding and the amount remaining in the Debt Service Fund does not exceed the following year’s payments.

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Tax Rates – Allocation by Fund. The following table shows the District’s adjusted tax levies (per $100 of assessed valuation) for each of the following fiscal years:

Fiscal Year

Ended June 30

General (Incidental) Fund

Special Revenue (Teachers’) Fund

Capital Projects (Building) Fund

Debt

Service Fund

Total Levy(1)

2005 $1.1490 $2.1036 $0.1512 $0.4000 $3.8038 2006 1.1951 2.1912 0.1337 0.3780 3.8980 2007 1.3009 1.9719 0.1358 0.3640 3.7726 2008 0.8353 2.0150 0.2349 0.3640 3.4492 2009 0.9630 1.9390 0.1856 0.3330 3.4206

Source: Annual Secretary of the Board Report for the fiscal years 2004 through 2008; the District. (1) The “Total Levy” shown for fiscal years 2004 through 2009 is the “blended rate.” See the discussion below under the

caption “Tax Rates - By Property Classification (HB 1150)”. Tax Collections Tax Collection Procedure. Property taxes are levied and collected for the District by St. Louis County, for which the County receives a collection fee of 1.5% of the gross tax collections. The Board annually prepares an estimate of the amount of money to be raised by taxation for the ensuing school year and the tax rate required to produce such amount, and the rate necessary to sustain the school or schools of the District for the ensuing school year, to meet principal and interest payments on any bonded debt of the District and to provide the funds to meet other legitimate District purposes. Such estimates are based on the annual budget for the coming year and the assessed figures provided by the County Clerk. The Board forwards the estimated tax rate to the County Clerk on or before July 15 and must certify a final tax rate by September 1. The County Clerk receives the county tax books from the County Assessor, which set forth the assessments of real and personal property. The County Clerk enters the tax rates certified to him or her by the local taxing bodies in the tax books and assesses such rates against all taxable property in the District as shown in the books. By October 31, the County Clerk forwards the tax books to the County Collector who is charged with levying and collecting taxes as shown therein. The County Collector extends the taxes on the tax rolls and issues the tax statements in early December. Taxes are due by December 31 and become delinquent if not paid to the County Collector by that time. All tracts of land and lots on which delinquent taxes are due are charged with a penalty of 18% of each year’s delinquency. All land and lots on which taxes are delinquent and unpaid are subject to sale at public auction in August of each year. The St. Louis County Collector of Revenue is required to make disbursements of collected taxes to the District each month. Because of the tax collection procedure described above, the District receives the bulk of its moneys from local property taxes in the months of December, January and February.

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Tax Collection Record. The following table sets forth tax collection information for the District for

the last four fiscal years:

Fiscal

Current Taxes Collected

Current and Delinquent

Taxes Collected Year

Total Levy (per $100 of

Assessed Value)

Assessed Valuation(1)

Total Taxes Levied

Amount % Amount %

2005-06 $3.8980 $ 900,564,550 $35,104,006.16 $32,542,765.78 92.70% $32,684,669.96 93.11% 2006-07 3.7726 905,792,520 34,171,928.61 33,028,377.34 96.73 33,709,009.24 98.65 2007-08 3.4492 1,053,238,080 36,328,287.86 35,056,027.73 96.50 35,612,310.68 98.03 2008-09 3.4206 1,068,560,530 36,551,181.49 35,334,307.58 96.67 35,887,951.63 98.19 Source: District’s Annual Secretary of the Board Report; St. Louis County Department of Revenue for Assessed Valuation. (1) This amount excludes assessed valuation attributable to TIF districts located within the District. See the explanation

below under the caption “Tax Abatement and Tax Increment Financing.” District’s Rights in the Event of Tax Delinquencies. Taxes on real estate become delinquent on January 1 and the collector is required to enforce the state’s lien by offering the property for sale on the fourth Monday in August. If the offering does not produce a bid equal to the delinquent taxes plus interest, penalty, and costs, the property is offered for sale again the following year. If the second offering also does not produce a bid adequate to cover the amount due, the property is sold the following year to the highest bidder. Tax sales at the first or second offerings are subject to the owner’s redemption rights. Delinquent personal property taxes constitute a debt of the person assessed with the taxes, and a personal judgment can be rendered for such taxes against the debtor. Personal property taxes become delinquent on January 1. Collection suits may be commenced on or after February 1 and must be commenced within three years. Major Property Taxpayers

The ten largest real property taxpayers in the District according to their 2008 assessed valuations are listed below:

Taxpayer

Assessed

Valuation

% of District’s 2008 Total Assessed

Valuation

1. St. Louis Galleria LLC $ 32,148,380 2.98% 2. Clayton Corporate Park Management Co. 28,504,000 2.65 3. KBS Clayton Plaza LLC 22,497,600 2.09 4. Pierre Laclede Office Investors LLC 22,451,970 2.08 5. Duke Realty Limited Partnership 15,040,000 1.40 6. Riggs & Company Trustee 12,980,000 1.20 7. HEF 1-STL NO 1 LLC 11,520,000 1.07 8. CF Clayton Office II LP 11,030,170 1.02 9. Clayton Central Investors LLC 10,944,000 1.02 10. The Boulevard St. Louis LLC 9,583,900 0.89 $176,700,020 16.40%

Source: St. Louis County Department of Revenue.

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Tax Abatement and Tax Increment Financing Several forms of tax abatement and tax exemption are available under Missouri law, including tax abatement for redevelopers of areas determined by the governing body of a city or county to be “blighted” under Chapters 99 or 353 of the Revised Statutes of Missouri, as amended, and tax exemption as part of an industrial revenue bond financing under Chapter 100 of the Revised Statutes of Missouri, as amended. In addition, the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99.865, Revised Statutes of Missouri, as amended, makes available tax increment financing for redevelopment projects in certain areas determined by the governing body of a city to be a “blighted area”, “conservation area”, or “economic development area”, each as defined in such Act. Portions of the District are currently located in tax increment financing districts (“TIF districts”). Tax increment financing does not diminish the amount of property tax revenues collected by the District in an affected area compared to prior to the establishment of a TIF district, but instead acts to freeze such revenues at current levels and deprives the District and other taxing districts of all or part of future increases in ad valorem real property tax revenues that otherwise would have resulted from increases in assessed valuation in such areas (the “TIF Increment”). The TIF Increment is captured by the TIF district until the tax increment financing obligations issued are repaid or the tax increment financing period terminates. According to the St. Louis County Assessor’s office, the TIF Increment attributable to property within the District was $8,964,630 for the 2008 tax year and $8,923,580 for the 2009 tax year.

DEBT STRUCTURE OF THE DISTRICT

Debt Ratios and Related Information Estimated District Population, 2008 17,339 Assessed Valuation, 2008(1) $1,077,525,160 Estimated Actual Value, 2008(1) $4,485,353,157 Outstanding Direct General Obligation Debt $28,758,639.90 Overlapping General Obligation Debt $6,304,769.00 Total Direct and Overlapping General Obligation Debt $35,063,408.90 Per Capita Direct Debt(2) $1,658.61 Per Capita Direct and Overlapping General Obligation Debt $2,022.23 Ratio of Direct Debt to Assessed Valuation(2) 2.67% Ratio of Direct Debt to Estimated Actual Value(2) 0.64% Ratio of Direct and Overlapping General Obligation Debt to Assessed Valuation 3.25% Ratio of Direct and Overlapping General Obligation Debt to Estimated Actual Value 0.78% (1) Includes assessed valuation attributable to TIF districts located within the District. Source: District; St. Louis County Department of Revenue. General

Under Missouri law, refunding bonds and obligations payable from annual appropriations do not require voter approval. Any general obligation bonds, other than refunding bonds, require voter approval for issuance. Pursuant to the Missouri Constitution, the District is authorized to issue general obligation bonds payable from unlimited ad valorem taxes upon a two-thirds or, at elections held on general municipal election days or state primary or general election days, a four-sevenths majority vote of the qualified voters voting on the specific proposition. The portion of the Bonds that will be used to pay the cost of the Project was approved by the requisite percentage of voters at an election held on April 7, 2009.

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General Obligation Indebtedness

The purposes for which general obligation bonds may be issued by a school district are governed by Section 164.121 of the Revised Statutes of Missouri, and include purchasing, constructing, improving, extending, repairing, furnishing and equipping new and existing schoolhouse sites, buildings and related facilities for school purposes.

The following table shows the current general obligation bonded indebtedness of the District,

including the Bonds:

Series of Bonds

Original Amount

Final Maturity

Amount Outstanding

Interest Rates

2004 $12,563,639.90 03/01/2017 $10,333,639.90 2.00% to 4.50% 2008 10,000,000.00 02/01/2017 9,240,000.00 3.02%

2009A 9,185,000.00 03/01/2024 9,185,000.00 1.37%

Total $31,748,639.90 $28,758,639.90 Overlapping General Obligation Indebtedness(1) (As of August 1, 2009) The following table sets forth the approximate overlapping indebtedness of political subdivisions with boundaries overlapping the District as of August 1, 2009, and the percentage attributable (on the basis of assessed valuation) to the District. The table was compiled from information furnished by the jurisdictions responsible for the debt and the St. Louis County Department of Revenue. The District has not independently verified the accuracy or completeness of such information. Furthermore, political subdivisions may have ongoing programs requiring the issuance of substantial additional bonds, the amounts of which cannot be determined at this time. Taxing Body

General

Obligation Debt

Approximate Percent

Applicable

Amount

Overlapping St. Louis County $54,635,000 4.31% $2,354,769 City of Clayton 3,950,000 100.00 3,950,000 Total

$58,585,000

$6,304,769

(1) Overlapping bonded indebtedness excludes neighborhood improvement district general obligation bonds which are paid from special assessments. Source: St. Louis County Department of Revenue and taxing jurisdiction records. Legal Debt Capacity Under Article VI, Section 26(b) of the Missouri Constitution, the District may incur indebtedness not to exceed 15% of the valuation of taxable tangible property in the District. Based on the 2008 adjusted assessed valuation of $1,062,572,790 (including the assessed value attributable to TIF districts located within the District), the District’s legal debt limit is $159,385,918.50. The District’s current total outstanding indebtedness, including the Bonds is $28,758,639.90, less the amount on hand in the debt service fund ($2,915,482), leaves a legal debt margin of $133,542,760.60.

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Debt Service Requirements for General Obligation Bonds Outstanding

The following schedule shows the yearly principal and interest requirements for all outstanding general obligation bonds of the District:

The Bonds Fiscal

Year Ended

June 30

Prior Principal

and Interest Requirements

Principal

Interest

Total

Total Outstanding

2010 $ 3,050,655.50 $ 0.00 $ 47,887.02 $ 47,887.02 $ 3,098,542.52 2011 3,053,643.50 0.00 125,834.50 125,834.50 3,179,478.00 2012 3,050,876.50 0.00 125,834.50 125,834.50 3,176,711.00 2013 3,052,354.50 0.00 125,834.50 125,834.50 3,178,189.00 2014 3,053,927.50 0.00 125,834.50 125,834.50 3,179,762.00 2015 3,054,957.00 0.00 125,834.50 125,834.50 3,180,791.50 2016 3,058,248.00 0.00 125,834.50 125,834.50 3,184,082.50 2017 3,058,877.00 0.00 125,834.50 125,834.50 3,184,711.50 2018 0.00 0.00 125,834.50 125,834.50 125,834.50 2019 0.00 0.00 125,834.50 125,834.50 125,834.50 2020 0.00 0.00 125,834.50 125,834.50 125,834.50 2021 0.00 0.00 125,834.50 125,834.50 125,834.50 2022 0.00 392,307.69 125,834.50 518,142.19 518,142.19 2023 0.00 2,600,000.00 125,834.50 2,725,834.50 2,725,834.50 2024 0.00 6,192,692.31 125,834.50 6,318,526.81 6,318,526.81

Totals $24,433,539.50 $9,185,000.00 $1,809,570.02 $10,994,570.02 $35,428,109.52

Leases On March 21, 2001 the District delivered $2,360,000 original principal amount of Certificates of Participation (School District of Clayton, St. Louis County, Missouri, Capital Improvement Projects), Series 2001 (the “Series 2001 Certificates”). The Series 2001 Certificates represent interests in base rental payments to be made by the District to the Clayton School District Educational Facilities Authority (the “Authority”) under an annually-renewable lease between the District and the Authority. The proceeds of the Series 2001 Certificates were used to pay for the costs of renovating, improving furnishing and equipping Clayton High School and other school buildings and facilities in the District. The Series 2001 Certificates were fully retired in March 2009. The District leases certain equipment under an agreement classified as a capital lease. The cost for such equipment as of June 30, 2008 was $708,660 and the accumulated depreciation was $99,492. No Prior Defaults

The District has never in its history defaulted on the payment of any of its debt obligations. Future Plans On April 7, 2009, the voters of the District approved $51 million in general obligation bonds. The Bonds make up only a portion of this authorized amount. The District plans to issue an additional $30 million of the voter authorized bonds in 2009 and the remainder of the voter authorization will be issued in 2010.

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APPENDIX B

AUDITED FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT OF THE DISTRICT FOR THE FISCAL YEAR ENDED JUNE 30, 2008

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APPENDIX C

FORM OF OPINION OF BOND COUNSEL

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Gilmore & Bell, P.C., St. Louis, Missouri, Bond Counsel, proposes to issue its approving opinion upon the issuance of the Bonds in substantially the following form: School District of Clayton, St. Louis County, Missouri Clayton, Missouri Commerce Bank, N.A. St. Louis, Missouri

Re: $9,185,000 School District of Clayton, St. Louis County, Missouri, General Obligation Qualified School Construction Bonds, Series 2009A (Tax Credit Bonds)

Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the School District of Clayton, St. Louis County, Missouri (the “District”) of the above-captioned bonds which, at the time of issuance, comprise a principal component and Tax Credit Certificates (together, the “Bonds”). Capitalized terms not otherwise defined in this opinion shall have the meanings assigned in the resolution adopted by the Board of Education of the District authorizing the issuance and prescribing the details of the Bonds (the “Resolution”). We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Bonds have been duly authorized, executed and delivered by the District and are valid and legally binding general obligations of the District. 2. The Bonds are payable as to both principal and interest from ad valorem taxes, which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the District. The District is required by law to include in its annual tax levy the principal and interest coming due on the Bonds to the extent that necessary funds are not provided from other sources. 3. The Bonds are “qualified school construction bonds” within the meaning of Section 54F of the Internal Revenue Code of 1986, as amended (the “Code”). Owners of Tax Credit Certificates, when held as part of the Bonds or as separate Tax Credit Strips created in accordance with United States Treasury Regulations issued under Section 54A(i) of the Code, as of the applicable Credit Allowance Date are entitled to a federal income tax credit for that taxable year, subject to the limitations of Section 54A of the Code. The amount of each tax credit allowed for federal income tax purposes will be treated as interest and included in gross income of the Owners of Tax Credit Certificates for federal income tax purposes, in accordance with each Owner’s tax status and accounting method. The opinions set forth in this paragraph are subject to the condition that the District comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order to preserve the status of the Bonds as qualified school construction bonds. The District has covenanted to comply with all of these

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requirements. If at any time the Bonds are determined not to satisfy the requirements of Sections 54A and 54F of the Code, the Owners of Tax Credit Certificates may be unable to claim a federal income tax credit on any future Credit Allowance Date. In addition, federal income tax credits claimed by Owners in prior periods may be disallowed by the Internal Revenue Service. Bond Counsel expresses no opinion regarding any other federal, state, local or foreign tax consequences related to the ownership or disposition of Bonds or Tax Credit Certificates. The federal tax opinions of Bond Counsel are not intended or written to be used, and cannot be used, by Owners of the Bonds for the purpose of avoiding penalties that may be imposed on those Owners under provisions in the Code. The advice provided in this opinion was written to support the promotion and marketing of the Bonds. Owners of the Bonds should seek advice based on their particular circumstances from an independent tax advisor. The rights of the owners of Bonds and the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by equitable principles, whether considered at law or in equity. This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or any changes in law that may occur after the date of this opinion.

Very truly yours,