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Viewing Instructions Viewing Instructions This file has been indexed or bookmarked to simplify navigation between documents. If you are unable to view the document index, download the file to your local drive and open it using your PDF reader (e.g. Adobe Reader). SUPPLEMENT DATED AUGUST 24, 2012 to OFFICIAL STATEMENT DATED AUGUST 14, 2012 Relating to $251,100,000 $38,265,000 CITY AND COUNTY OF SAN FRANCISCO CITY AND COUNTY OF SAN FRANCISCO GENERAL OBLIGATION BONDS GENERAL OBLIGATION BONDS SERIES 2012D SERIES 2012E This Supplement, dated August 24, 2012 (the "Supplement"), supplements and amends the Official Statement, dated August 14, 2012 (the "Official Statement"), relating to the above-captioned Bonds, as described below. Capitalized terms used herein shall have the definitions provided in the Official Statement. The following new paragraph is added following the “Sources and Uses of Funds” table on page 9 of the Official Statement: In connection with the purchase of the 2012D Bonds, Citigroup Global Markets Inc. (“CGMI”) has advised the City that CGMI acted as agent for its affiliate, Citibank, N.A., as direct purchaser of the 2012D Bonds and that, as agent, CGMI receives no underwriter’s discount or other compensation for such service. Accordingly, CGMI, for its purposes, allocated the full amount of underwriter’s discount to the 2012E Bonds. The City’s policy with respect to a combined sale of different series of Bonds is to allocate costs of issuance of all series of the Bonds on a pro rata basis among the series, and such allocation is reflected in the table above. NEW ISSUE – BOOK-ENTRY ONLY RATINGS: Moody’s: Aa2 S & P: AA Fitch: AA- (See “Ratings” herein) Subject to compliance by the City and County of San Francisco with certain covenants, in the separate opinions of Schiff Hardin LLP and Lofton & Jennings, Co-Bond Counsel, under present law, interest on the Bonds is excludable from the gross income of their owners for federal income tax purposes and thus will be exempt from present federal income taxes based upon gross income. Such interest is not included as an item of tax preference in computing the federal alternative minimum tax on individuals and corporations, but will be taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. Co-Bond Counsel are further of the opinion that interest on the Bonds is H[HPSWIURPSUHVHQW&DOLIRUQLDSHUVRQDOLQFRPHWD[HVXQGHUSUHVHQW&DOLIRUQLDODZ6HH³7D[0DWWHUV´LQWKLV2I¿FLDO6WDWHPHQWIRUDPRUHFRPSOHWH discussion of these matters. $251,100,000 $38,265,000 CITY AND COUNTY OF SAN FRANCISCO CITY AND COUNTY OF SAN FRANCISCO GENERAL OBLIGATION BONDS GENERAL OBLIGATION BONDS SERIES 2012D SERIES 2012E Dated: Date of Delivery Due: June 15, as shown in the inside cover This cover page contains certain information for general reference only. It is not intended to be a summary of the security for or the terms of the %RQGV,QYHVWRUVDUHDGYLVHGWRUHDGWKHHQWLUH2I¿FLDO6WDWHPHQWWRREWDLQLQIRUPDWLRQHVVHQWLDOWRWKHPDNLQJRIDQLQIRUPHGLQYHVWPHQWGHFLVLRQ 7KH&LW\DQG&RXQW\RI6DQ)UDQFLVFR*HQHUDO2EOLJDWLRQ%RQGV6HULHV' WKH³'%RQGV´ DQG6HULHV( WKH³(%RQGV´DQG WRJHWKHUZLWKWKH'%RQGVWKH³%RQGV´ ZLOOEHLVVXHGXQGHUWKH*RYHUQPHQW&RGHRIWKH6WDWHRI&DOLIRUQLDDQGWKH&KDUWHURIWKH&LW\DQG&RXQW\ RI6DQ)UDQFLVFR WKH³&LW\´ 7KHLVVXDQFHRIWKH'%RQGVKDVEHHQDXWKRUL]HGE\5HVROXWLRQ1RDQG5HVROXWLRQ1RDGRSWHG E\WKH%RDUGRI6XSHUYLVRUVRIWKH&LW\ WKH³%RDUGRI6XSHUYLVRUV´ RQ'HFHPEHUDQG-XQHUHVSHFWLYHO\DQGGXO\DSSURYHGE\WKH 0D\RURIWKH&LW\RQ'HFHPEHUDQG-XQHUHVSHFWLYHO\7KHLVVXDQFHRIWKH(%RQGVKDVEHHQDXWKRUL]HGE\5HVROXWLRQ1R DQG5HVROXWLRQ1RDGRSWHGE\WKH%RDUGRI6XSHUYLVRUVRQ1RYHPEHUDQG-XQHUHVSHFWLYHO\DQGGXO\DSSURYHGE\WKH 0D\RURIWKH&LW\RQ1RYHPEHUDQG-XQHUHVSHFWLYHO\6HH³7+(%21'6±$XWKRULW\IRU,VVXDQFH3XUSRVHV´7KHSURFHHGVRIWKH '%RQGVZLOOEHXVHGWR¿QDQFHWKHEXLOGLQJRUUHEXLOGLQJDQGLPSURYLQJWKHHDUWKTXDNHVDIHW\RIWKH6DQ)UDQFLVFR*HQHUDO+RVSLWDODQG7UDXPD &HQWHUDVGHVFULEHGKHUHLQDQGWRSD\FHUWDLQFRVWVUHODWHGWRWKHLVVXDQFHRIWKH'%RQGV7KHSURFHHGVRIWKH(%RQGVZLOOEHXVHGWR˪¿QDQFH FDSLWDOLPSURYHPHQWVWRWKH&LW\¶VDX[LOLDU\ZDWHUVXSSO\V\VWHPDVGHVFULEHGKHUHLQDQGWRSD\FHUWDLQFRVWVUHODWHGWRWKHLVVXDQFHRIWKH(%RQGV 6HH³6285&(6$1'86(62))81'6´ 7KH%RQGVZLOOEHLVVXHGRQO\LQIXOO\UHJLVWHUHGIRUPZLWKRXWFRXSRQVDQGZKHQLVVXHGZLOOEHUHJLVWHUHGLQWKHQDPHRI&HGH &RDVQRPLQHH RI7KH 'HSRVLWRU\7UXVW &RPSDQ\ 1HZ<RUN1HZ<RUN ³'7&´ ,QGLYLGXDO SXUFKDVHV RI WKH %RQGV ZLOO EH PDGH LQ ERRNHQWU\ IRUP RQO\ LQ GHQRPLQDWLRQVRIRUDQ\LQWHJUDOPXOWLSOHWKHUHRI3D\PHQWVRISULQFLSDORIDQGLQWHUHVWRQWKH%RQGVZLOOEHPDGHE\WKH&LW\7UHDVXUHUDV SD\LQJDJHQWWR'7&ZKLFKLQWXUQLVUHTXLUHGWRUHPLWVXFKSULQFLSDODQGLQWHUHVWWRWKH'7&3DUWLFLSDQWVIRUVXEVHTXHQWGLVEXUVHPHQWWRWKHEHQH¿FLDO RZQHUVRIWKH%RQGV6HH³7+(%21'6±)RUPDQG5HJLVWUDWLRQ´7KH%RQGVZLOOEHGDWHGDQGEHDULQWHUHVWIURPWKHLUGDWHRIGHOLYHU\XQWLOSDLGLQ IXOODWWKHUDWHVVKRZQLQWKHPDWXULW\VFKHGXOHRQWKHLQVLGHFRYHUKHUHRI,QWHUHVWRQWKH%RQGVZLOOEHSD\DEOHRQ-XQHDQG'HFHPEHURIHDFK \HDUFRPPHQFLQJ'HFHPEHU3ULQFLSDOZLOOEHSDLGDWPDWXULW\DVVKRZQRQWKHLQVLGHFRYHU6HH³7+(%21'6±3D\PHQWRI,QWHUHVWDQG 3ULQFLSDO´ The Bonds will be subject to redemption prior to maturity, as described herein. See “THE BONDS – Redemption.” 7KH%RDUGRI6XSHUYLVRUVKDVWKHSRZHUDQGLVREOLJDWHGWROHY\DGYDORUHPWD[HVZLWKRXWOLPLWDWLRQDVWRUDWHRUDPRXQWXSRQDOOSURSHUW\VXEMHFW WRWD[DWLRQE\WKH&LW\ H[FHSWFHUWDLQSURSHUW\ZKLFKLVWD[DEOHDWOLPLWHGUDWHV IRUWKHSD\PHQWRIWKH%RQGVDQGWKHLQWHUHVWWKHUHRQZKHQGXH6HH ³6(&85,7<)257+(%21'6´ ____________________________ MATURITY SCHEDULES 6HH,QVLGH&RYHU ____________________________ 7KH%RQGVDUHRIIHUHGZKHQDVDQGLILVVXHGE\WKH&LW\DQGDFFHSWHGE\WKHLQLWLDOSXUFKDVHUVXEMHFWWRWKHDSSURYDORIOHJDOLW\E\6FKLII+DUGLQ//3 6DQ)UDQFLVFR&DOLIRUQLDDQG/RIWRQ -HQQLQJV6DQ)UDQFLVFR&DOLIRUQLD&R%RQG&RXQVHODQGFHUWDLQRWKHUFRQGLWLRQV&HUWDLQOHJDOPDWWHUVZLOO EHSDVVHGXSRQIRUWKH&LW\E\LWV&LW\$WWRUQH\DQGE\+DZNLQV'HOD¿HOG :RRG//36DQ)UDQFLVFR&DOLIRUQLD'LVFORVXUH&RXQVHO,WLVH[SHFWHG WKDWWKH%RQGVLQERRNHQWU\IRUPZLOOEHDYDLODEOHIRUGHOLYHU\WKURXJKWKHIDFLOLWLHVRI'7&LQ1HZ<RUN1HZ<RUNRQRUDERXW$XJXVW 'DWHG$XJXVW MATURITY SCHEDULES %DVH&86,31XPEHU 2012D BONDS Maturity Maturity 'DWH 3ULQFLSDO Interest &86,3 'DWH 3ULQFLSDO Interest &86,3 -XQH $PRXQW 5DWH <LHOG 6XI¿[ -XQH $PRXQW 5DWH <LHOG 6XI¿[ 7& 71 7' 73 7( 74 7) 75 7* 76 7+ 77 7- 78 7. 79 7/ 7: 70 7; 2012E BONDS Maturity Maturity 'DWH 3ULQFLSDO Interest &86,3 'DWH 3ULQFLSDO Interest &86,3 -XQH $PRXQW 5DWH <LHOG 6XI¿[ -XQH $PRXQW 5DWH <LHOG 6XI¿[ 7< 8- 7= 8. 8$ 8/ 8% 80 8& 81 8' 83 8( 84 8) 85 8* 86 8+ 87 ____________________ &86,3 LV D UHJLVWHUHG WUDGHPDUN RI WKH $PHULFDQ %DQNHUV $VVRFLDWLRQ &86,3 *OREDO 6HUYLFHV &*6 LV PDQDJHGRQEHKDOIRIWKH$PHULFDQ%DQNHUV$VVRFLDWLRQE\6 3&DSLWDO,4&86,3QXPEHUVDUHSURYLGHGIRU FRQYHQLHQFHRIUHIHUHQFHRQO\1HLWKHUWKH&LW\QRUWKHLQLWLDOSXUFKDVHUWDNHDQ\UHVSRQVLELOLW\IRUWKHDFFXUDF\ of such numbers. 5HRIIHULQJ\LHOGVIXUQLVKHGE\WKHLQLWLDOSXUFKDVHU7KH&LW\WDNHVQRUHVSRQVLELOLW\IRUWKHDFFXUDF\WKHUHRI <LHOGWR¿UVWRSWLRQDOFDOOGDWHRI-XQH No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representation other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by the City. 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 an offer, solicitation or sale. The information set forth herein other than that provided by the City, although obtained from sources which are believed to be reliable, is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without notice and neither 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 City since the date hereof. The City maintains a website. The information presented on such website is not incorporated by reference as part of this Official Statement and should not be relied upon in making investment decisions with respect to the Bonds. Various other websites referred to in this Official Statement also are not incorporated herein by such references. This Official Statement is not to be construed as a contract with the initial purchaser of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of facts. The issuance and sale of the Bonds have not been registered under the Securities Act of 1933 in reliance upon the exemption provided thereunder by Section 3(a)(2) for the issuance and sale of municipal securities. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE INITIAL PURCHASER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. CITY AND COUNTY OF SAN FRANCISCO MAYOR Edwin M. Lee BOARD OF SUPERVISORS David Chiu, Board President, District 3 Eric Mar, District 1 Sean Elsbernd, District 7 Mark Farrell, District 2 Scott Wiener, District 8 Carmen Chu, District 4 David Campos, District 9 Christina Olague, District 5 Malia Cohen, District 10 Jane Kim,
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