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CITY of BUFFALO, NEW YORK $7,540,000 Refunding Serial Bonds – 2013A (Federally Taxable) (The “Bonds”)

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CITY of BUFFALO, NEW YORK $7,540,000 Refunding Serial Bonds – 2013A (Federally Taxable) (The “Bonds”) REFUNDING BONDS RATINGS: Book-Entry-Only Bonds (See “Ratings” herein) In the opinion of Harris Beach PLLC, Buffalo, New York, Bond Counsel, under existing statutes, interest on the Bonds is exempt from personal income taxes imposed by the State of New York or any political subdivision thereof. Bond Counsel expresses no opinion regarding any other consequences related to the ownership and disposition of, or the accrual or receipt of interest on, the Bonds. See “TAX MATTERS” herein regarding certain tax considerations. CITY OF BUFFALO, NEW YORK $7,540,000 Refunding Serial Bonds – 2013A (Federally Taxable) (the “Bonds”) Date of Issue: Date of Delivery Maturity Dates: February 1, 2014-2025 (as shown on the inside cover) The Bonds will be issued in fully registered form and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as Securities Depository for the Bonds. Individual purchases will be made in book-entry form only, in the principal amount of $5,000 or integral multiples thereof. Purchasers will not receive certificates representing their interest in the Bonds. The Bonds 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. Principal and interest will be paid by Manufacturers and 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. The scheduled payment of principal of and interest on the Bonds maturing on February 1 of the years 2020 through 2025, inclusive, (collectively, the “Insured Bonds”), when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Insured Bonds by BUILD AMERICA MUTUAL ASSURANCE COMPANY (“BAM”). The Bonds are general obligations of the City of Buffalo, County of Erie, New York (the “City”), 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 are payable from ad valorem taxes which may be levied upon all the taxable real property within the City, subject to certain statutory limitations. See the “Tax Levy Limitation Law” herein. FOR A DESCRIPTION OF THE CITY’S AGREEMENT TO PROVIDE CONTINUING DISCLOSURE AS DESCRIBED IN SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12, SEE “DISCLOSURE UNDERTAKING” HEREIN. The Bonds are offered when, as, and if issued by the City and accepted by the Underwriter, subject to receipt of the final approving opinion as to the validity of the Bonds of Harris Beach PLLC, Buffalo, New York, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon by the Underwriter by its counsel, Mosey Persico, LLP, Buffalo, New York. Capital Markets Advisors, LLC has served as Financial Advisor to the City in connection with the issuance of the Bonds. It is expected that delivery of the Bonds in book-entry form will be made on or about April 30, 2013 (the “Delivery Date”). ROOSEVELT & CROSS INCORPORATED Dated: April 9, 2013 $7,540,000 Refunding Serial Bonds – 2013A (Federally Taxable) Dated: Date of Delivery Principal Due: February 1 as shown below Interest Due: August 1, 2013 and semi-annually thereafter on February 1 and August 1 in each year until maturity Interest Interest (1) (1) Maturity Amount Rate Yield CUSIP Maturity Amount Rate Yield CUSIP 2014 $610,000 0.830% 0.830% 119677KW1 2020* $620,000 2.540% 2.540% 119677LC4 2015 570,000 1.080% 1.080% 119677KX9 2021* 635,000 2.890% 2.890% 119677LD2 2016 575,000 1.280% 1.280% 119677KY7 2022* 655,000 3.140% 3.140% 119677LE0 2017 585,000 1.640% 1.640% 119677KZ4 2023* 675,000 3.290% 3.290% 119677LF7 2018 595,000 1.940% 1.940% 119677LA8 2024* 695,000 3.440% 3.440% 119677LG5 2019 605,000 2.240% 2.240% 119677LB6 2025* 720,000 3.540% 3.540% 119677LH3 * Insured (1) CUSIP numbers have been assigned by an organization not affiliated with the City or the Underwriter and are included solely for the convenience of the holders of the Bonds. Neither the City nor the Underwriter are responsible for the selection or uses of these CUSIP numbers, nor is any representation made as to their correctness on the Bonds or as indicated above. Build America Mutual Assurance Company (“BAM”) makes no representation regarding the Insured Bonds or the advisability of investing in the Insured Bonds. In addition, BAM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding BAM, supplied by BAM and presented under the heading “MUNICIPAL BOND INSURANCE” and “APPENDIX F – MUNICIPAL BOND INSURANCE AND SPECIMEN POLICY”. No dealer, broker, salesman or other person has been authorized by the City 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 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 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 Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in the Official Statement in accordance with, and as part of, their 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. IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVER-ALLOT 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. THE UNDERWRITER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALER BANKS AND BANKS ACTING AS AGENTS AT PRICES LOWER THAN (OR YIELDS HIGHER THAN) THE PUBLIC OFFERING PRICES (OR YIELDS) STATED ON THE INSIDE COVER PAGE OF THE OFFICIAL STATEMENT, AND SUCH PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. CITY OF BUFFALO NEW YORK MAYOR Byron W. Brown COMPTROLLER Mark J. F. Schroeder COMMON COUNCIL Richard A. Fontana, President David A. Franczyk Darius G. Pridgen Joseph Golombek, Jr. Bonnie E. Russell Michael J. LoCurto David A. Rivera Christopher P. Scanlon Demone A. Smith 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 Capital Debt Service Fund ........................................... 8 THE CITY’S FINANCIAL PRACTICES/OUTLOOK ........ 2 Rights and Remedies .................................................... 9 THE BONDS ........................................................................ 3 BOND INSURANCE ........................................................... 10 Description of the Bonds .............................................. 3 TAX MATTERS .................................................................. 10 Authority for and the Refunding Plan ........................... 3 LEGAL MATTERS ............................................................. 11 Refunding Financial Plan .............................................. 4 MARKET FACTORS .......................................................... 16 Verification of Mathematical Accuracy ........................ 4 MUNICIPAL BOND INSURANCE .................................... 18 Sources and Uses of Proceeds ....................................... 5 UNDERWRITING ............................................................... 18 Nature of Obligations.................................................... 5 FINANCIAL ADVISOR ...................................................... 17 Book-Entry-Only System ............................................. 5 DISCLOSURE UNDERTAKING ....................................... 17 REDEMPTION PROVISIONS OF THE BONDS ............... 8 Optional Redemption .................................................... 8 ADDITIONAL INFORMATION ........................................ 19 PAYMENT OF AND SECURITY FOR THE BONDS ....... 8 General ........................................................................
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