Governor Mifflin School District Berks County, Pennsylvania

This Preliminary Official Statement and the information contained herein are subject to completion, amendment or other changes without notice. The Bonds may not be sold nor may offers to buy be accepted prior to the time of the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of any such jurisdiction.

PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 12, 2012

NEW ISSUE -- BOOK ENTRY ONLY

Rating: See "Rating" herein

In the opinion of Stevens & Lee, a professional corporation, Reading, Pennsylvania, Bond Counsel, assuming continuing compliance by the School District with certain covenants to comply with provisions of the Internal Revenue Code of 1986, as amended (the "Code") and any applicable regulations thereunder, interest on the Bonds is not includable in gross income under Section 103(a) of the Code and interest on the Bonds is not an item of tax preference for purposes of the federal individual and corporate alternative minimum taxes, except as set forth under the heading "Tax Exemption" in this Official Statement. Other provisions of the Code may affect the purchasers and holders of the Bonds. See "Federal Tax Laws" herein for a brief description of these provisions. Under the laws of the Commonwealth of Pennsylvania, the Bonds and interest on the Bonds shall be free from taxation for state and local purposes within the Commonwealth of Pennsylvania, but this exemption does not extend to gift, estate, succession or inheritance taxes or any other taxes not levied directly on the Bonds or the income therefrom. Under the laws of the Commonwealth of Pennsylvania, profits, gains or income derived from the sale, exchange or other disposition of the Bonds, shall be subject to state and local taxation within the Commonwealth of Pennsylvania.

$47,875,000* Governor Mifflin School District

Berks County, Pennsylvania General Obligation Bonds, Series of 2012

Consisting of: $37,310,000* General Obligation Bonds, Series A of 2012 $10,565,000* General Obligation Bonds, Series B of 2012

Dated Dated: Date of Delivery Interest Payable: March 15 and September 15

Principal Due: September 15, as shown herein First Interest Payment: March 15, 2013

Governor Mifflin School District, Berks County, Pennsylvania (the "School District"), will issue its General Obligation Bonds, Series of 2012 consisting of $37,310,000* General Obligation Bonds, Series A of 2012 (the "Series A Bonds") and $10,565,000* General Obligation Bonds, Series B of 2012 (the "Series B Bonds," collectively with the Series A Bonds, the "Bonds") as fully registered bonds in the denomination of $5,000 or any integral multiples of $5,000 in excess thereof. The Bonds are being issued as fully registered securities and, when issued, will be registered in the name of Cede & Co., as the registered owner and nominee of The Depository Trust Company ("DTC"), New York, New York. DTC will act as securities depository for the Bonds. Purchases of the Bonds may be made in book-entry-only form and purchasers (the "Beneficial Owners") will not receive certificates representing their interests in the Bonds. So long as DTC, or its nominee, Cede & Co., or any other nominee of DTC, is the registered owner of the Bonds, payments of the principal of, redemption premium, if any, and interest on the Bonds will be made by the Paying Agent directly to Cede & Co. Disbursement of such payments to DTC Participants is the responsibility of DTC, and disbursement of such payments to Beneficial Owners of the Bonds is the responsibility of DTC Participants and Indirect Participants. See "BOOK-ENTRY-ONLY SYSTEM" herein.

The Bonds are subject to redemption prior to maturity as set forth herein.

The proceeds of the Series A Bonds will be used for and towards: (i) the refinancing of the outstanding General Obligation Bonds, Series of 2007, General Obligation Bonds, Series of 2008 and General Obligation Bonds, Series of 2010; and (ii) the payment of the costs of issuance on the Series A Bonds.

The proceeds of the Series B Bonds will be used for and towards: (i) payment of the cost of termination of three swaps; and (ii) the payment of the costs of issuance on the Series B Bonds.

MATURITY DATES, PRINCIPAL AMOUNTS, INTEREST RATES AND PRICES ARE DISPLAYED INSIDE THE FRONT COVER

THE BONDS ARE GENERAL OBLIGATIONS OF THE SCHOOL DISTRICT AND ARE PAYABLE FROM THE TAXES AND OTHER GENERAL REVENUES OF THE SCHOOL DISTRICT. THE SCHOOL DISTRICT HAS COVENANTED THAT IT WILL INCLUDE THE AMOUNT OF DEBT SERVICE FOR THE BONDS IN ITS BUDGET FOR EACH FISCAL YEAR, THAT IT WILL APPROPRIATE SUCH AMOUNTS FROM ITS GENERAL REVENUES FOR THE PAYMENT OF SUCH DEBT SERVICE IN EACH SUCH FISCAL YEAR AND THAT IT WILL DULY AND PUNCTUALLY PAY OR CAUSE TO BE PAID THE PRINCIPAL OF EVERY BOND AND THE INTEREST THEREON AT THE DATES AND PLACE AND IN THE MANNER STATED ON THE BONDS. WITH REGARD TO SUCH BUDGETING, APPROPRIATION AND PAYMENT, THE SCHOOL DISTRICT IRREVOCABLY HAS PLEDGED ITS FULL FAITH, CREDIT AND TAXING POWER.

The Bonds are offered for delivery when, as and if issued by the School District and received by the Underwriter subject to the approving legal opinion of Stevens & Lee, a professional corporation, Bond Counsel, of Reading, Pennsylvania. Certain legal matters will be passed upon for the School District by its Solicitor, Brumbach, Mancuso & Fegley, P.C., Reading, Pennsylvania. Concord Public Financial Advisors, Inc., Reading, Pennsylvania, has acted as financial advisor in connection with the issuance of the Bonds. It is expected that the Bonds will be available for delivery to DTC on or about ______, 2012.

Dated: _______, 2012 _____________ *Preliminary, subject to change

$47,875,000*

Governor Mifflin School District

Berks County, Pennsylvania General Obligation Bonds, Series of 2012

Consisting of:

$37,310,000* General Obligation Bonds, Series A of 2012

Maturing

Date

Principal Amount Interest Rate

Price

CUSIP

383770

383770

383770

$____ ____% Term Bonds due September 15, ____ -- Yield ____% -- CUSIP 383770

$10,565,000* General Obligation Bonds, Series B of 2012

Maturing

Date

Principal Amount Interest Rate

Price

CUSIP

383770

383770

383770

$____ ____% Term Bonds due September 15, ____ -- Yield ____% -- CUSIP 383770

_____________ *Preliminary, subject to change

GOVERNOR MIFFLIN SCHOOL DISTRICT Berks County, Pennsylvania

James Ulrich................................................................................ President Ronald Dunkelberger, Jr. ............................................................ Vice President Robert Rhoads............................................................................. Treasurer* Mark Naylon ............................................................................... Secretary* Rachel Dombrowski.................................................................... Member Elaine Fiant ................................................................................. Member Jeffrey Haggerty.......................................................................... Member Jill Koestel .................................................................................. Member Jennifer Murray........................................................................... Member Dr. Michele Hill O'Brien ............................................................ Member Kimberly Siegel .......................................................................... Member * Non-member

SUPERINTENDENT Dr. Daniel G. Bulinski

BUSINESS MANAGER Mark Naylon

SOLICITOR BRUMBACH, MANCUSO & FEGLEY, P.C.

Reading, Pennsylvania

BOND COUNSEL STEVENS & LEE, A PROFESSIONAL CORPORATION

Reading, Pennsylvania

PAYING AGENT U.S. BANK NATIONAL ASSOCIATION

Philadelphia, Pennsylvania

FINANCIAL ADVISOR CONCORD PUBLIC FINANCIAL ADVISORS, INC.

Reading, Pennsylvania

UNDERWRITER ________

________, Pennsylvania

SCHOOL DISTRICT ADDRESS 10 South Waverly Street Shillington, PA 19607

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

THIS OFFICIAL STATEMENT, INCLUDING THE COVER PAGE HEREOF AND THE APPENDICES ATTACHED HERETO, DOES NOT CONSTITUTE AN OFFERING ON ANY SECURITY OTHER THAN THE BONDS SPECIFICALLY OFFERED HEREBY. NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED BY THE GOVERNOR MIFFLIN SCHOOL DISTRICT, BERKS COUNTY, PENNSYLVANIA (THE "SCHOOL DISTRICT") OR THE UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY EITHER OF THE FOREGOING. THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE SCHOOL DISTRICT, AND OTHER SOURCES WHICH ARE BELIEVED TO BE RELIABLE. SUCH INFORMATION, HOWEVER, IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS AND IS NOT TO BE CONSTRUED AS A REPRESENTATION OR WARRANTY OF, THE SCHOOL DISTRICT OR THE UNDERWRITER. 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 JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. 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 AFFAIRS OF THE SCHOOL DISTRICT SINCE THE DATE HEREOF.

No quotations from or summaries or explanations of the provisions of laws or documents herein purport to be complete, and reference is made to such laws and documents for full and complete statements of their provisions. This Official Statement is not to be construed as a contract or agreement between the School District and the purchasers or holders of any of the Bonds. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or matters of opinion and not as representations of fact. The cover page hereof and any Appendices attached hereto are part of this Official Statement.

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 responsibilities 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.

TABLE OF CONTENTS

Page

Page

Introductory Statement ................................................ 1 Debt and Debt Limits ................................................20

Purpose of the Issue..................................................... 1 Debt Statement .....................................................20

Sources and Uses of Funds.......................................... 2 Debt Limit and Remaining Borrowing

The Bonds ................................................................... 2

Capacity ..............................................................21

General Description ................................................. 2 School District Pension Program...............................22

Security .................................................................... 2 Labor Relations .........................................................22

Redemption of Bonds .................................................. 3 Financial History .......................................................22

Mandatory Redemption ........................................... 3 Future Financing .......................................................22

Transfer and Exchange ............................................ 4 Tax Exemption ..........................................................22

State Enforcement of Debt Service Payments ......... 4 Federal Tax Laws .................................................22

Book Entry Only ......................................................... 4 Tax Exemption .....................................................23

The School District...................................................... 7 Regulations; Future Legislation............................24

Introduction.............................................................. 7 Proposed Tax Legislation .....................................25

Character.................................................................. 8 Miscellaneous ............................................................25

Administration ......................................................... 8 Litigation ...................................................................26

School Facilities....................................................... 8 Continuing Disclosure ...............................................26

Enrollment Trends ................................................... 9 Underwriting..............................................................27

School District Finances.............................................. 9 Rating ........................................................................28

Introduction.............................................................. 9 Financial Advisor ......................................................28

Financial Reporting.................................................. 9 Certain Matters ..........................................................28

Summary and Discussion of Financial Results ........ 9

Revenue ................................................................... 10 Appendix A

Taxing Powers of the School District.......................... 11 Demographic and Economic Information Relating

Act 1 of Special Session 2006 ("Taxpayer

to the School District

Relief Act") ............................................................... 13

Impact of Act 2 on the District's Ability to

Appendix B

Pay Debt Service on the Bonds.............................. 14 Form of Bond Opinion

Act 130 of 2008 ....................................................... 15

Legislation Limiting Unreserved Fund Balances..... 15 Appendix C

Tax Levy Trends ...................................................... 16 Audited Financial Statement of the School District

Real Property Tax .................................................... 16

Other Taxes.............................................................. 19

State Aid to School Districts .................................... 19

The Table of Contents does not list all of the subjects in this Official Statement and in all instances reference should be made to the complete Official Statement to determine the subjects set forth herein.

OFFICIAL STATEMENT

$47,875,000* Governor Mifflin School District

Berks County, Pennsylvania General Obligation Bonds, Series of 2012

Consisting of: $37,310,000* General Obligation Bonds, Series A of 2012 $10,565,000* General Obligation Bonds, Series B of 2012

INTRODUCTORY STATEMENT

This Official Statement, including the cover page hereof, is furnished by the Governor Mifflin School District, Berks County, Pennsylvania (the "School District") in connection with the offering of $47,875,000* aggregate principal amount of its General Obligation Bonds, Series of 2012 consisting of $37,310,000* General Obligation Bonds, Series A of 2012 (the "Series A Bonds") and $10,565,000* General Obligation Bonds, Series B of 2012 (the "Series B Bonds" and, together with the Series A Bonds, the "Bonds"). The Bonds are dated the Date of Delivery and are being issued pursuant to a Resolution of the Board of School Directors of the School District adopted on ______, 2012 (the "Resolution"), and pursuant to the Local Government Unit Debt Act of the Commonwealth of Pennsylvania, Act of December 19, 1996, P.L. 1158, No. 177 (the "Debt Act"), as amended.

Neither the delivery of this Official Statement nor any sale of the Bonds made hereunder shall, under any circumstances, create any implication that there have been no changes in the affairs of the School District or the communities or areas located near the School District since the date of this Official Statement or the earliest date as of which certain information contained herein is given.

PURPOSE OF THE ISSUE

The proceeds of the Series A Bonds will be used for and towards: (i) the refinancing of the outstanding General Obligation Bonds, Series of 2007, General Obligation Bonds, Series of 2008 and General Obligation Bonds, Series of 2010 (collectively, the "Refunded Bonds"); and (ii) the payment of the costs of issuance on the Series A Bonds.

The proceeds of the Series B Bonds will be used for and towards: (i) the payment to Morgan Stanley Capital Services LLC of the cost of termination of three interest rate swap agreements related to the Refunded Bonds; and (ii) the payment of the costs of issuance on the Series B Bonds.

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SOURCES AND USES OF FUNDS

The estimated sources and uses of funds for the Project are summarized as follows:

Series A

Bonds

Source of Funds

Bond Proceeds ........................................................................

$

Net Original Issue Premium/(Discount) .................................

School District Contribution ...................................................

Total Sources ........................................................................

$

Series B Bonds $

$

Use of Funds

Cost of Calls............................................................................

$

$

Termination of Outstanding Swaps ........................................ Costs of Issuance1 ..................................................................

Total Uses .............................................................................

$

$

_____________ 1Includes bond discount, [municipal bond insurance premium], legal, financial advisor, printing,

rating, paying agent and miscellaneous fees.

THE BONDS

General Description

The Bonds are dated as of the Date of Delivery, and bear interest at the rates and mature in the amounts and on the dates described on the inside cover page. When issued, the Bonds will be available for purchase only in book entry form. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 principal amount or any integral multiple thereof only under the book-entry system maintained by The Depository Trust Company ("DTC"), New York, New York, through brokers and dealers who are, or act through DTC Participants. The purchasers of the Bonds (the "Beneficial Owners") will not receive any physical delivery of bond certificates, and beneficial ownership of the Bonds will be evidenced only by book entries maintained by DTC. For so long as any purchaser is the Beneficial Owner of a Bond, that purchaser must maintain an account with a broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of, and interest on the Bonds. See "BOOK ENTRY ONLY SYSTEM" herein.

Security

The Bonds will be general obligations of the School District, payable from its tax and other general revenues which include unlimited ad valorem taxes which may be levied on all taxable property within the School District without limitation as to rate or amount, provided such power is subject to the provisions set forth in the Taxpayer Relief Act (as defined herein). The School District has covenanted that it will provide in its budget for each year, and will appropriate from its general revenues in each such year, the amount of the debt service on the Bonds for such year, and will duly and punctually pay, or cause to be paid, from its Sinking Fund, as hereinafter

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defined, or from any other of its other revenues or funds, the principal of every maturity of the Bonds and the interest thereon at the dates and place and in the manner stated on the Bonds; for such budgeting, appropriation, and payment the School District has irrevocably pledged its full faith, credit and taxing power. The Public School Code of 1949, P.L. 30, No. 14, as amended (the "School Code") presently provides for the withholding and application of subsidies in the event of failure to pay debt service (see "State Enforcement of Debt Service Payments" herein).

REDEMPTION OF BONDS

The Bonds maturing on and after __________ are subject to redemption prior to maturity, at the option of the School District, as a whole, on __________ or on any date thereafter, or from time to time, in part, in any order of maturities, on __________ or on any date thereafter, in either case upon payment of a redemption price of 100% of the principal amount, plus accrued interest to the date fixed for redemption. In the event that less than all Bonds of any particular maturity are to be redeemed, the Bonds of such maturity to be redeemed shall be drawn by lot by the Trustee.

On the date designated for redemption, notice having been published as hereinafter provided, and money for payment of the principal and accrued interest being held by the Trustee, interest on the Bonds or portions thereof so called for redemption shall cease to accrue and the Bonds or portions thereof so called for redemption shall cease to be entitled to any benefit or security under the indenture, and registered owners of the Bonds so called for redemption shall have no rights with respect to the Bonds or portions so called for redemption, except to receive payment of the principal of and accrued interest on the Bonds so called for redemption on the date fixed for redemption.

Mandatory Redemption ? Series A Bonds

The Series A Bonds maturing on ________, are subject to mandatory redemption, in part, as drawn by lot by the Paying Agent, prior to the stated maturity date, by application of money available for such purposes in the Series A Bonds Sinking Fund established under the Resolution, upon payment of the principal amount thereof, together with accrued interest, to the date fixed for redemption or upon maturity, as applicable, on ______ of the following years and in the following principal amounts:

Series A Bonds Stated to Mature

on ______, 20xx

Year

Amount

(Maturity)

$

Mandatory Redemption ? Series B Bonds

The Series B Bonds maturing on ________, are subject to mandatory redemption, in part, as drawn by lot by the Paying Agent, prior to the stated maturity date, by application of money available for such purposes in the Series B Bonds Sinking Fund established under the Resolution, upon payment of the principal amount thereof, together with accrued interest, to the

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