33007168 City of Buffalo ($25639769

SERIAL BONDS RATINGS: BOND ANTICIPATION NOTES (See “Ratings” herein) In the opinion of Bond Counsel, under existing statutes, regulations, administrative rulings, and court decisions, and assuming continuing compliance by the City with its covenants relating to certain requirements contained in the Internal Revenue Code of 1986, as amended (the “Code”), and the accuracy of certain representations made by the City, interest on the Bonds and Notes (i) is excluded from gross income of the owners thereof for Federal income tax purposes, and (ii) is not an “item of tax preference” for purposes of the Federal alternative minimum tax imposed on individuals and corporations. However, such interest is included in “adjusted current earnings” for purposes of calculating the Federal alternative minimum tax imposed on certain corporations. Bond Counsel is also of the opinion that under existing statutes interest on the Bonds and Notes is exempt from personal income taxes imposed by the State of New York or any political subdivision thereof (including The City of New York). No opinion is expressed regarding other Federal or State tax consequences arising with respect to the Bonds and Notes. See “Tax Matters” herein. The Bonds and Notes will NOT be designated by the City as “qualified tax-exempt obligations” pursuant to the provision of Section 265 of the Code. $33,007,168 CITY OF BUFFALO, NEW YORK $25,639,769 GENERAL IMPROVEMENT SERIAL BONDS - 2014 (the “Bonds”) Purchased by: Guggenheim Securities, LLC Date of Issue: Date of Delivery Maturity Dates: April 1, 2015-2023 (as shown on the inside cover) and $7,367,399 BOND ANTICIPATION NOTES – 2014 (the “Notes” together with the Bonds, the “Bonds and Notes”) Purchased by: Raymond James & Associates, Inc. Dated: Date of Delivery Maturity Date: April 29, 2015 The Bonds and Notes are general obligations of the City of Buffalo (the “City”), in the County of Erie (the “County”) in the State of New York (the “State”), and will contain a pledge of the faith and credit of the City for the payment of the principal thereof and interest thereon and, unless paid from other sources, the Bonds and Notes are payable from ad valorem taxes which may be levied upon all the taxable real property within the City, subject to certain statutory limitations imposed by Chapter 97 of the Laws of 2011 of the State of New York. See “TAX LEVY LIMITATION LAW,” herein. The Bonds and the Notes will be issued in fully registered form and when issued will be registered in the name of Cede & Co., as a nominee of The Depository Trust Company, Jersey City, New Jersey (“DTC”). DTC will act as Securities Depository for the Bonds and the Notes. Individual purchases will be made in book-entry form only, in the principal amount of $5,000 or integral multiples thereof, except for one necessary odd denomination of the Bonds and except for one necessary odd denomination of the Notes. Purchasers will not receive certificates representing their ownership interest in the Bonds and the Notes. The Bonds are dated the date of delivery and will mature on the dates and in the amounts, will bear interest at the rates and will have the yields or public offering prices shown on the inside cover of this Official Statement. Interest on the Bonds will be payable on the dates as shown on the inside cover of this Official Statement, calculated on a 30-day month and 360-day year basis. Principal and interest will be paid in Federal Funds by Manufacturers & Traders Trust Company, Buffalo, New York, as Paying Agent, to the Securities Depository, which will in turn remit such principal and interest to its Participants, for subsequent distribution to the Beneficial Owners of the Bonds, as described herein. The Bonds will not be subject to redemption prior to maturity. A single note certificate will be issued for the Notes bearing the rate of interest and CUSIP number in the aggregate principal amount as shown on the inside cover of this Official Statement. Principal of and interest on said Notes will be paid in Federal Funds by the Paying Agent the Securities Depository which will in turn remit such principal and interest to its participants for subsequent distribution to the beneficial owners of the Notes as described herein. The Notes will not be subject to redemption prior to maturity. The Bonds and Notes are offered when, as, and if issued by the City subject to the receipt of the final approving opinions of Harris Beach PLLC, Buffalo, New York, Bond Counsel, and certain other conditions. Capital Markets Advisors, LLC has served as Financial Advisor to the City in connection with the issuance of the Bonds and Notes. It is expected that delivery of the Bonds and Notes will be made on the Date of Issue, which is expected to be April 29, 2014. THIS OFFICIAL STATEMENT IS DATED APRIL 16, 2014. FOR A DESCRIPTION OF THE CITY’S AGREEMENT TO PROVIDE CONTINUING DISCLOSURE FOR THE BONDS AND NOTES AS DESCRIBED IN SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12, SEE “DISCLOSURE UNDERTAKING” HEREIN. $25,639,769 GENERAL IMPROVEMENT SERIAL BONDS - 2014 Dated: Date of Delivery Principal Due: April 1 as shown below Interest Due: April 1, 2015, October 1, 2015 and semi-annually thereafter on April 1 and October 1 in each year until maturity Interest Interest (1) (1) Maturity Amount Rate Yield CUSIP Maturity Amount Rate Yield CUSIP 2015 $2,734,769 4.000% 0.300% 119677LK6 2020 $2,860,000 5.000% 1.750% 119677LQ3 2016 2,725,000 4.000% 0.500% 119677LL4 2021 2,920,000 5.000% 2.050% 119677LR1 2017 2,745,000 4.000% 0.810% 119677LM2 2022 2,990,000 5.000% 2.280% 119677LS9 2018 2,780,000 5.000% 1.120% 119677LN0 2023 3,070,000 5.000% 2.460% 119677LT7 2019 2,815,000 5.000% 1.390% 119677LP5 $7,367,399 BOND ANTICIPATION NOTES - 2014 CUSIP(1): 119677LU4 Dated: Date of Delivery Maturity Date: April 29, 2015 Interest Rate: 2.000% Priced to Yield 0.200% 1) CUSIP numbers have been assigned by an organization not affiliated with the City and are included solely for the convenience of the holders of the Bonds and Notes. The City is not responsible for the selection or uses of these CUSIP numbers, nor is any representation made as to their correctness on the Bonds and Notes or as indicated above. No dealer, broker, salesman or other person has been authorized by the City, or any officer thereof, 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 any of 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 and Notes by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained by the City, from sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness. 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 City, since the date hereof. The Purchasers may offer and sell Bonds and Notes to certain dealers and others at prices lower than the offering prices stated on the Inside Cover Page hereof. The offering prices may be changed from time to time by the Purchasers. No representations are made or implied by the City as to any offering by the Purchasers CITY OF BUFFALO NEW YORK MAYOR Byron W. Brown COMPTROLLER Mark J. F. Schroeder COMMON COUNCIL Darius G. Pridgen, President Richard A. Fontana David A. Franczyk Joseph Golombek, Jr. Michael J. LoCurto Christopher P. Scanlon Demone A. Smith David A. Rivera Rasheed N.C. Wyatt Donna J. Estrich Commissioner of Administration, Finance, Policy and Urban Affairs Timothy A. Ball, Esq. Corporation Counsel Harris Beach PLLC Bond Counsel Capital Markets Advisors, LLC Financial Advisor TABLE OF CONTENTS INTRODUCTION ................................................................ 1 Optional Redemption ................................................... 6 THE CITY’S FINANCIAL PRACTICES/OUTLOOK ........ 2 Capital Debt Service Fund ........................................... 6 THE BONDS ........................................................................ 3 Rights and Remedies .................................................... 6 Description of the Bonds .............................................. 3 Book-Entry-Only System ............................................. 8 Authorization for the Bonds.......................................... 3 TAX MATTERS .................................................................. 10 Purpose of the Bonds .................................................... 3 LEGAL MATTERS ............................................................. 11 THE NOTES ........................................................................ 4 MARKET FACTORS .......................................................... 12 Description of the Notes ............................................... 4 RATINGS ............................................................................ 13 Authorization for the Notes .......................................... 5 FINANCIAL ADVISOR ...................................................... 13 Purpose of the Notes ..................................................... 5 DISCLOSURE

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