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GO Refunding Bonds_Sanitary Sewer ProjectORIGINAL (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The City Council of Dubuque, Iowa. Date of Meeting: O c t o b e r 15 , 2007. Time of Meeting: 6 : 3 0 o'clock P .M. Place of Meeting: Historic Federal Building, 350 West 6th Street, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for the meeting is as follows: Not to exceed $3,585,000 General Obligation Refunding Bonds. • Public hearing on the issuance. • Resolution instituting proceedings to take additional action. Such additional matters as are set forth on the additional 9 page(s) attached hereto. (number) This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of the governmental body. City Clerk, Dubuque, Iowa October 15 ,2007 The City Council ofDubuque, Iowa, met inRegularsession, in the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6 : 30 o'clock P .M., on the above date. There were present Mayor Roy D. Buol , in the chair, and the following named Council Members: Karla Braig, Patricia Cline, Joyce Connors, Ric Jones, Kevin Lynch, Ann Michalski Absent; None ******* -1- The Mayor announced that this was the time and place for the public hearing and meeting on the matter of the issuance of not to exceed $3,585,000 General Obligation Refunding Bonds in order to provide funds to pay costs of refunding and refinancing of certain outstanding City indebtedness, consisting of the General Obligation Bonds, Series 2000C, dated November 1, 2000, an essential corporate purpose, and that notice of the proposed action by the Council to institute proceedings for the issuance of the Bonds, had been published pursuant to the provisions of Section 384.25 of the City Code of Iowa. The Mayor then asked the Clerk whether any written objections had been filed by any City resident or property owner to the issuance of the Bonds. The Clerk advised the Mayor and the Council that No written objections had been filed. The Mayor then called for oral objections to the issuance of Bonds and None were made. Whereupon, the Mayor declared the time for receiving oral and written objections to be closed. (Attach here a summary of objections received or made, if any) -2- The Council then considered the proposed action and the extent of objections thereto. Whereupon, Council Member Patricia Cline introduced and delivered to the Clerk the Resolution hereinafter set out entitled "RESOLUTION INSTITUTING PROCEEDINGS TO TAKE ADDITIONAL ACTION FOR THE ISSUANCE OF NOT TO EXCEED $3,585,000 GENERAL OBLIGATION REFUNDING BONDS", and moved: Cox that the Resolution be adopted. D to ADJOURN and defer action on the Resolution and the proposal to institute proceedings for the issuance of Bonds to the meeting to be held at o'clock .M. on the day of , 2007, at this place. Council Member Joyce Connors seconded the motion. The roll was called and the vote was, AYES: Braig, Buol, Cline, Connors, Jones, Lynch, Michalski NAYS: None Whereupon, the Mayor declared the measure duly adopted. RESOLUTION NO. 514-07 RESOLUTION INSTITUTING PROCEEDINGS TO TAKE ADDITIONAL ACTION FOR THE ISSUANCE OF NOT TO EXCEED $3,585,000 GENERAL OBLIGATION REFUNDING BONDS WHEREAS, pursuant to notice published as required by law, this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of not to exceed $3,585,000 General Obligation Refunding Bonds for the essential corporate purpose of paying costs of refunding and refinancing of certain outstanding -~- City indebtedness, consisting of the General Obligation Bonds, Series 2000C, dated November 1, 2000, and has considered the extent of objections received from residents or property owners as to the proposed issuance of Bonds; and, accordingly the following action is now considered to be in the best interests of the City and residents thereof: NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That this Council does hereby institute proceedings and take additional action for the sale and issuance in the manner required by law of not to exceed $3,585,000 General Obligation Refunding Bonds for the foregoing essential corporate purpose. Section 2. The Clerk is authorized and directed to proceed on behalf of the City with the sale of Bonds, to select a date for the sale thereof, to cause to be prepared such notice and sale information as may appear appropriate, to publish and distribute the same on behalf of the City and this Council and otherwise to take all action necessary to permit the sale of Bonds on a basis favorable to the City and acceptable to the Council. PASSED AND APPROVED this 15th day of October .2007. ATTEST: ~ ~~ ~ ity Clerk -4- CIG-3 CERTIFICATE STATE OF IOWA ) SS COUNTY OF DUBUQUE ) I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective city offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the Municipality hereto affixed this 16th day of October , 2007. Jeanne F. Schneider City Clerk, Dubuque, Iowa SEAL DCORNELL1554752.1 \ W P\ 10422080 -5- THE CTTY OF DUB E MEMORANDUM Masterpiece on the Mississippi October 2, 2007 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Proceedings for Public Hearing on Not to Exceed $3,585,000 General Obligation Refunding Bonds Finance Director Ken TeKippe recommends City Council approval of a resolution to issue not to exceed $3,585,000 in General Obligation Refunding Bonds, approval of the proceedings to direct the advertisement of General Obligation Bonds for sale, and to approve the form of Notice of Bond Sale. The opportunity and timing to refund exists since the City is currently in the process of issuing not to exceed $1,200,000 General Obligation Bonds for a sanitary sewer project. Minimal additional costs will be incurred with projected net present value savings to the City of $68,843. I concur with the recommendation and respectfully request Mayor and City Council approval. Michael C. Van Milligen (~-~-y f MCVM/jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Kenneth J. TeKippe, Finance Director THE CITY OF DUB E MEMORANDUM TO: Michael C. Van Milligen, City Manager L ,~ ~~ FROM: Kenneth J. TeKippe, Finance Director ~ • ~ ~~ SUBJECT: Proceedings for Public Hearing on Not to Exceed $3,585,000 General Obligation Refunding Bonds DATE: October 1, 2007 The purpose of this memorandum is to provide the suggested proceedings for the public hearing on the issuance of General Obligation Refunding Bonds to partially refund the outstanding balance on the General Obligation Bonds, Series 2000C as prepared by our Bond Counsel and to present a resolution for City Council to adopt entitled "Resolution Instituting Proceedings to Take Additional Action for the Issuance of Not to Exceed $3,585,000 General Obligation Refunding Bonds." The Series 2000C bonds are callable June 1, 2009. The refunded par amount of bonds equals $2,985,000 (maturities 2010-2017). The hearing amount is larger than that due to the need to include issuance costs and to preserve the ability to adjust the principal amount of the refunding bonds at the time of sale. Payment dates for bond principal will not change due to the refunding. The interest rates will be more favorable than the average rate being paid (5.125%) on the Series 2000C bonds. The opportunity and timing to refund exists since the City is currently in the process of issuing not to exceed $1,200,000 General Obligation Bonds for a sanitary sewer project. Minimal additional costs will be incurred with projected net present value savings to the City of $68,843. Letters from attorney William Noth detailing information on the bond hearing and advertising of bonds for sale are enclosed. The entire Series 2000C bonds will not be refinanced since bonds due through and including June 1, 2009 are not callable. The City can issue up to $10 million in bonds in a given calendar year and enjoy the pricing advantage of bank qualified bonds. The proceedings have been prepared on the basis that no objections will be filed with the City Clerk. If there are objections, we will need to summarize them. The Mayor will then declare the hearing on the issuance of said Bonds to be closed. Immediately following, a resolution is to be introduced and adopted entitled "Resolution Instituting Proceedings to Take Additional Action for the Issuance of Not to Exceed $3,585,000 General Obligation Refunding Bonds." In the event the Council decides to abandon the proposal to issue said Bonds, then the form of resolution included in said proceedings should not be adopted. In this event, a motion needs to be adopted to the effect that such Bond proposal is abandoned. Section 384.25 of the Code of Iowa provides that any resident or property owner of the City may appeal the decision to take additional action to issue the Bonds, to the District Court of a county in which any part of the City is located, within 15 days after such additional action is taken, but that the additional action is final and conclusive unless the court finds that the Council exceeded its authority. KT/jg Enclosures cc: Barry Lindahl, City Attorney Jenny Larson, Budget Director Jeanne Schneider, City Clerk AHLERS COON~Y, P.C. 100 COURT AVENUE, SUITE 600 DES MOINES, IOWA 50309-2231 PHONE: 515-243-7611 FAX: 51x243-2149 WWW.AHLERSLAW.COM WILLIAM J NOTH wnoth@ahlerslaw.com October 1, 2007 Mr. Ken TeKippe Finance Officer City of Dubuque 50 West 13th Street Dubuque, Iowa 52001-4864 RE: $1,055,000 General Obligation Bonds, Series 2007A $2,985,000 General Obligation Refunding Bonds, Series 2007E Dear Mr. TeKippe: Direct Dial: (515)246-0332 With this letter I am enclosing suggested proceedings to direct the advertisement of the above Bonds for sale, and to approve the form of Notice of Bond Sale. The proceedings assume that the sale will be set for November 5, 2007. The procedure assumes that your financial consultant has recommended to the Council that facsimile bidding procedures be utilized for this bond sale. Based upon this recommendation, the Iowa Code requires that the Council make a finding that the recommended procedure will provide reasonable security and maintain the integrity of the competitive bidding process and facilitate the delivery of bids by interested parties under the circumstances of the particular sale. The proceedings enclosed are prepared on the basis that the Council will agree with the recommendation and make the necessary findings. The Notice of Bond Sale must be published at least one time. The sale may be held at any time, but not less than four days following the date of the last publication. An extra copy of the notice is enclosed for use by the newspaper. W!s~!nFD & Bai! v - 1888: G!.!FRr;sr v & Ba![.v - 1893. B~!i.t 8 SnrF- 1901. STIFF PFRRV. BANNI ~rF. R 8 Sr~av!rdcr - 1914, Bnr~^a:srER. CA~PGr;rFk. Ar+.[ r rs & C~oraw- 1950; A;ii. _?, , C ~;r;rv, Dorrvra E~~ A r-r, Hn^~rnr. & Srn!ri - 1974: At : Frs, CoeraF ~ Dc?~.ar:!i . ~ Hn'. rnE Scn!n+. & A[.i.r[:.F, P C - 1990 October 1, 2007 Page 2 As always, extra copies of the proceedings are enclosed to be filled in as the originals and certified back to this office, together with publisher's affidavit covering publication of the Notice of Bond Sale. If any questions arise, please keep me advised. Yours very truly, William J. Noth WJN:dc encl. cc: Barry Lindahl Jeannie Schneider (w/originals) Tionna Pooler DCORNELU 555307.1 /MSWord\10422080 (This Notice to be posted) Governmental Body Date of Meeting: Time of Meeting: Place of Meeting: NOTICE AND CALL OF PUBLIC MEETING The City Council of Dubuque, Iowa. 2007. o'clock .M. Historic Federal Building, 350 West 6th Street, Dubuque, Iowa. PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date, time and place above set out. The tentative agenda for said meeting is as follows: $1,055,000 General Obligation Bonds, Series 2007A $2,985,000 General Obligation Refunding Bonds, Series 2007B X Resolution directing the advertisement of Bonds for sale and approving electronic facsimile bidding procedures. Such additional matters as are set forth on the additional page(s) attached hereto. (number) This notice is given at the direction of the Mayor pursuant to Chapter 21, Code of Iowa, and the local rules of said governmental body. City Clerk, Dubuque, Iowa 2007 The City Council of Dubuque, Iowa, met in Federal Building, 350 West 6th Street, Dubuque, Iowa, at above date. There were present Mayor following named Council Members: _ session, in the Historic o'clock .M., on the in the chair, and the Absent: ******** -2- Council Member introduced the following Resolution entitled "RESOLUTION DIRECTING THE ADVERTISEMENT FOR SALE OF GENERAL OBLIGATION BONDS, SERIES 2007A, AND GENERAL OBLIGATION REFUNDING BONDS, SERIES 2007B, AND APPROVING ELECTRONIC FACSIMILE BIDDING PROCEDURES" and moved its adoption. Council Member seconded the Resolution to adopt. The roll was called and the vote was, AYES: NAYS: Whereupon, the Mayor declared the resolution duly adopted as follows: RESOLUTION DIRECTING THE ADVERTISEMENT FOR SALE OF GENERAL OBLIGATION BONDS, SERIES 2007A, AND GENERAL, OBLIGATION REFUNDING BONDS, SERIES 2007B, AND APPROVING ELECTRONIC FACSIMILE BIDDING PROCEDURES WHEREAS, the City of Dubuque, Iowa, is in need of funds to pay costs of construction and installation of sanitary sewer improvements and extensions, including those costs associated with the Asbury Plaza Lift Station and Force Main Project, an essential corporate purpose, and it is deemed necessary and advisable that the City issue general obligation bonds for said purpose in the amount of not to exceed $1,200,000 as authorized by Section 384.25 of the City Code of Iowa; and WHEREAS, pursuant to notice published as required by Section 384.25 this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the above described Bonds, and all objections, if any, to such Council action made by any resident or property owner of said City were received and considered by the Council; and it is the decision of the Council that additional action be taken for the issuance of said Bonds, and that such action is considered to be in the best interests of said City and the residents thereof; and -3- WHEREAS, the City also is in need of funds to pay costs of refunding and refinancing of certain outstanding City indebtedness, consisting of the General Obligation Bonds, Series 2000C, dated November 1, 2000, an essential corporate purpose, and it is deemed necessary and advisable that the City issue general obligation refunding bonds for said purpose to the amount of not to exceed $3,585,000 as authorized by Section 384.25 of the City Code of Iowa; and WHEREAS, pursuant to notice published as required by Section 384.25 this Council has held a public meeting and hearing upon the proposal to institute proceedings for the issuance of the above described Bonds, and all objections, if any, to such Council action made by any resident or property owner of said City were received and considered by the Council; and it is the decision of the Council that additional action be taken for the issuance of said Bonds, and that such action is considered to be in the best interests of said City and the residents thereof; and WHEREAS, the Council has received information from its Financial Consultant recommending the procedure hereinafter described for electronic facsimile bidding will maintain the integrity and security of the competitive bidding process and facilitate the delivery of bids by interested parties; and WHEREAS, the Council deems it in the best interests of the City and the residents thereof to receive bids to purchase such Bonds by means of both sealed and electronic facsimile communication. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the receipt of electronic bids by facsimile machine as described in the Notice of Sale are hereby found and determined to provide reasonable security and to maintain the integrity of the competitive bidding process, and to facilitate the delivery of bids by interested parties in connection with the offering of the Bonds hereinafter described at public sale. Section 2. That the Clerk is hereby directed to publish notice of sale of said Bonds at least once, the last one of which shall be not less than four clear days nor more than twenty days before the date of the sale. Publication shall be made in the Telegraph Herald, a legal newspaper, printed wholly in the English language, published within the county in which the Bonds are to be offered for sale or an adjacent county. Said notice is given pursuant to Chapter 75 of the Code of Iowa, and shall state that this Council, on November 5, 2007 at 6:30 o'clock P.M., will hold a meeting to receive and act upon bids for said Bonds; said notice to be in substantially the following form: -4- NOTICE OF BOND SALE Time and Place of Sealed Bids: Sealed bids for the sale of Bonds of the City of Dubuque, Iowa, will be received at the office of the Finance Director, City Hall, 50 West 13th Street, in the City of Dubuque, Iowa (the "Issuer") at 11:00 o'clock A.M., on the 5th day of November, 2007. The bids will then be publicly opened and referred for action to the meeting of the City Council in conformity with the terms of offering. Sale and Award: The sale and award of the Bonds will be held at the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at a meeting of the City Council on the above date at 6:30 o'clock P.M. The Bonds: The Bonds to be offered are the following: GENERAL OBLIGATION BONDS, SERIES 2007A, in the amount of $1,055,000, to be dated December 1, 2007. GENERAL OBLIGATION REFUNDING BONDS, SERIES 2007B, in the amount of $2,985,000, to be dated December 1, 2007. (together, the "Bonds") Adjustment of Principal Amount. The Issuer reserves the right to increase or decrease the aggregate principal amount of the Series 2007B Bonds by an amount not to exceed $600,000 (20% of the par amount). Any such change will be in increments of $5,000, and may be made in any of the maturities. The purchase price will be adjusted proportionately to reflect any change in issue size. Manner of Bidding: Open bids will not be received. Bids for each series of the Bonds will be received by any of the following methods: $ Sealed Bidding: Sealed bids may be submitted and will be received at the office of the Finance Director, Dubuque, Iowa $ Electronic Facsimile Bidding: Electronic facsimile bids will be received at the office of the Finance Director, Dubuque, Iowa (facsimile number: 563/589-0890) or Public Financial Management (facsimile number: 515/243-6994). Electronic facsimile bids will be sealed and treated as sealed bids. -5- Consideration of Bids: After the time for receipt of bids has passed, the close of sealed bids will be announced. Sealed bids will then be publicly opened and announced. Official Statement: The Issuer has issued an Official Statement of information pertaining to the Bonds to be offered, including a statement of the Terms of Offering and an Official Bid Form for each series, which is incorporated by reference as a part of this notice. The Official Statement may be obtained by request addressed to the City Clerk, 50 W. 13th Street, Dubuque, Iowa 52001 (telephone: 563/589-4100) or the financial advisor to the City, Public Financial Management, Inc., 2600 Grand Avenue, Des Moines, Iowa 50312 (telephone: 515/243-2600). Terms of Offering: All bids shall be in conformity with and the sale shall be in accord with the Terms of Offering as set forth in the Official Statement. Le ag 1 Opinion: Said Bonds will be sold subject to the opinion of Ahlers & Cooney, P.C., Attorneys of Des Moines, Iowa, as to the legality and their opinion will be furnished together with the printed Bonds without cost to the purchaser and all bids will be so conditioned. Except to the extent necessary to issue their opinion as to the legality of the Bonds, the attorneys will not examine or review or express any opinion with respect to the accuracy or completeness of documents, materials or statements made or furnished in connection with the sale, issuance or marketing of the Bonds. Rights Reserved: The right is reserved to reject any or all bids, and to waive any irregularities as deemed to be in the best interests of the public. By order of the City Council of the City of Dubuque, Iowa. City Clerk of the City of Dubuque, Iowa (End of Notice) -6- PASSED AND APPROVED this day of , 2007. Mayor ATTEST: Clerk -7- CIG-3 CERTIFICATE STATE OF IOWA ) SS COUNTY OF DUBUQUE ) I, the undersigned City Clerk of Dubuque, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of said Municipality showing proceedings of the Council, and the same is a true and complete copy of the action taken by said Council with respect to said matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of said agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by said law and with members -of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective city offices as indicated therein, that no Council vacancy existed except as may be stated in said proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of said Municipality hereto affixed this day of , 2007. City Clerk, Dubuque, Iowa SEAL DCORNELU 555299.1 /MSWord\10422080 - g - __ -- __ - (10/1/2007) Ken Tekippe - TEKIPPE, PUBLIC HEARING, ASBURY GO BONDS & refund bonds 4/20.wpd Page 1 AHLERS GOONEY, P.C. October 1, 2007 Page 1 ATTORNEYS AT LAW 100 COURT AVENUE • SUITE 600 DES MOINES, IOWA 50309-2231 PHONE 515-243-7611 FAX: 515-243-2149 II WWW.AHLERSLAW.COM WILLIAM J. NOTH Direct Dial: ' WNOTH@AHLERSLAW.COM (515)246-0332 October 1, 2007 Mr. Ken TeKippe Finance Officer City of Dubuque 50 West 13th Street Dubuque, Iowa 52001-4864 RE: Not to exceed $1,200,000 General Obligation Bonds Not to exceed $3,585,000 General Obligation Refunding Bonds Dear Mr. TeKippe: We enclose suggested proceedings to be acted upon by the Council on the date fixed for the hearing on the issuance of the above mentioned bonds, pursuant to the provisions of Code Section 384.25. A certificate to attest the proceedings is also enclosed. In each case, the proceedings are prepared to show as a first step the receipt of any oral or written objections from any resident or property owner to the proposed action of the Council to issue the bonds. A summary of objections received or made, if any, should be attached to the proceedings. After all objections have been received and considered if the Council decides not to abandon the proposal to issue the bonds, a form of resolution follows that should be introduced and adopted, entitled "Resolution Instituting Proceedings to Take Additional Action for the Issuance of not to exceed $1,200,000 General Obligation Bonds." The Council is required by statute to adopt the resolution instituting proceedings to Wishard 8 Baily - 1888; Guernsey & Baily - 1893; Baily 8 Stipp - 1901, Stipp, Perry, Bannister 8 Starzinger - 1914; Bannister, Carpenter, Ahlers & Cooney - 1950; Ahlers, Cooney, Dorweiler, Allbee, Haynie & Smith - 1974; Ahlers, Cooney, Donveder, Haynie, Smith 8 Allbee, P C - 1990 (10/1/2007) Ken Tekippe - TEKIPPE, PUBLIC HEARING, ASBURY GO BONDS & refund bonds 4/20.wpd Page 2 October 1, 2007 Page 2 issue the bonds at the hearing -- or an adjournment thereof. If necessary to adjourn, the minutes are written to accommodate that action. In the event the Council decides to abandon the proposal to issue said bonds, then the form of resolution included in said proceedings should not be adopted. We would suggest that, in this event, a motion merely be adopted to the effect that such bond proposal is abandoned. Section 384.25 of the Code of Iowa provides that any resident or property owner of the City may appeal the decision to take additional action to issue the bonds, to the District Court of a county in which any part of the city is located, within 15 days after such additional action is taken, but that the additional action is final and conclusive unless the court finds that the Council exceeded its authority. In the event an appeal is filed by any resident or property owner, please see that we are notified immediately; and, as soon as available, a copy of the notice of appeal should be furnished our office for review. Extra copies of the proceedings are enclosed to be filled in as the original and returned to us for our transcript of the action taken. If you have any questions pertaining to the proceedings enclosed or this letter, please do not hesitate to either write or call. Yours very truly, William J. Noth WJN:dc encl. cc: Barry Lindahl (w/encl.) Jeanne Schneider (w/originals) DCORNELL\554757.1\W P\10422080