David Lerner Associates, Inc. †† Janney Montgomery Scott LLC†† Siebert Brandford Shank & Co
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Fitch: AAA Moody’s: Aaa Standard & Poor’s: AAA NEW ISSUE (See “Ratings” herein) $141,245,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK SCHOOL DISTRICT REVENUE BOND FINANCING PROGRAM REVENUE BONDS $111,090,000 $30,155,000 SERIES 2008A SERIES 2008B Dated: Date of Delivery Due: April 1 or October 1, as shown on the inside cover Payment and Security: The Series 2008A Bonds and the Series 2008B Bonds (collectively the “Series 2008 Bonds”) will be special obligations of the Dormitory Authority of the State of New York (the “Authority”), payable solely from and secured by a pledge of payments to be made by certain School Districts (collectively, the “School Districts”) in the State of New York (the “State”) pursuant to the Financing Agreements (collectively the “Agreements”), dated as of June 1, 2008, between the Authority and such School Districts, and all funds and accounts (except the Arbitrage Rebate Fund) authorized under the Authority’s Master School Districts Revenue Bond Financing Program Revenue Bond Resolution adopted May 29, 2002 (the “Master Resolution”) and established by the Authority’s Series Resolution, adopted July 27, 2005, authorizing such Series (individually, the “Series 2008A Resolution” and the “Series 2008B Resolution,” and collectively, the “Series 2008 Resolutions”). None of the funds and accounts established under a Series Resolution to secure a Series of Bonds shall secure any other Series of Bonds. There is no debt service reserve fund securing the Series 2008 Bonds and no real property of any School District secures the Series 2008 Bonds. Each School District is required under its Agreement to deliver its general obligation bonds (the “School District Bonds”) to the Authority to evidence its obligation to repay the loan (the “Loan”) to be made by the Authority to the School District from proceeds of the Series of Series 2008 Bonds relating to such Agreement. The principal and redemption price of and interest on the School District Bonds (“Loan Repayments”) are scheduled to be suffi cient to repay, when due, the principal and redemption price of and interest on the Loan. Each School District is also required under its Agreement to pay such amounts as are required to be paid under the Agreement, including the fees and expenses of the Authority and the Trustee. To secure its payment of all amounts due under its Agreement, each School District under its Agreement has assigned and pledged to the Authority a portion of certain public funds apportioned or otherwise made payable by the State to such School District (the “Pledged Revenues”). Each School District has directed and acknowledged that the Pledged Revenues are to be paid directly to the Trustee pursuant to an assignment by the Authority as provided in the Act (as defi ned herein) and the Memorandum of Understanding among the Authority, the Comptroller of the State and the Commissioner of Education of the State upon the occurrence of certain events of default under its Agreement. Each Series of the Series 2008 Bonds will be separately secured by the pledge and assignment to the Trustee of the payments to be made by each School District to the Authority under its Agreement and on the School District Bonds and the Authority’s interest in the Pledged Revenues pledged and assigned to the Authority under the Agreements. Each School District will pledge its full faith and credit to the payment of the principal of and interest on the School District Bonds it delivers to the Authority and has the power and is required under State statutes to levy and collect ad valorem taxes on all taxable property within the School District for such payment. No School District is obligated to make payments on behalf of any other School District nor are the Pledged Revenues of any School District pledged to secure the obligation of any other School District. A default by any School District could cause a default on the Series 2008 Bonds. See “PART 2 – SOURCES OF PAYMENT AND SECURITY FOR THE SERIES 2008 BONDS.” The Series 2008 Bonds will not be a debt of the State of New York nor will the State be liable thereon. The Authority has no taxing power. Bond Insurance: The scheduled payment of principal of and interest on the Series 2008 Bonds will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Series 2008 Bonds by Financial Security Assurance Inc. (the “Insurer” or “Financial Security”). Description: The Series 2008 Bonds will be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof. Interest (due each April 1 and October 1, commencing April 1, 2009) on the Series 2008 Bonds will be payable by check or draft mailed to the registered owners of the Series 2008 Bonds at their addresses as shown on the registration books held by the Trustee or, at the option of a registered owner of at least $1,000,000 in principal amount of the Series 2008 Bonds, by wire transfer to such owner, each as of the close of business on the fi fteenth day of the month next preceding an interest payment date. The principal and Redemption Price of the Series 2008 Bonds will be payable at the principal corporate trust offi ce of U.S. Bank National Association, New York, New York, the Trustee and Paying Agent or, with respect to Redemption Price, at the option of a Holder of at least $1,000,000 in principal amount of the Series 2008 Bonds, by wire transfer to the Holders of such Series 2008 Bonds as more fully described herein. The Series 2008 Bonds will be issued initially under a Book-Entry Only System, registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). Individual purchases of benefi cial interests in the Series 2008 Bonds will be made in Book-Entry form without certifi cates. So long as DTC or its nominee is the registered owner of the Series 2008 Bonds, payments of the principal and interest on such Series 2008 Bonds will be made directly to DTC or its nominee. Disbursement of such payments to DTC participants is the responsibility of DTC and disbursement of such payments to the benefi cial owners is the responsibility of DTC participants. See “PART 3 – THE SERIES 2008 BONDS – Book-Entry Only System” herein. Redemption: The Series 2008 Bonds are subject to redemption prior to maturity as more fully described herein. Tax Exemption: In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2008 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. In the further opinion of Bond Counsel, interest on the Series 2008 Bonds is not a specifi c preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel is also of the opinion that interest on the Series 2008 Bonds is exempt from personal income taxes imposed by the State of New York and any political subdivision thereof (including The City of New York). Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2008 Bonds. See “TAX MATTERS” herein. The Series 2008 Bonds are offered when, as and if issued and received by the Underwriters. The offer of the Series 2008 Bonds may be subject to prior sale or may be withdrawn or modifi ed at any time without notice. The offer is subject to the approval of legality by Orrick, Herrington & Sutcliffe LLP, New York, New York, Bond Counsel to the Authority, and to certain other conditions. Certain legal matters will be passed upon for the Underwriters by their counsel, Hiscock & Barclay, LLP, Albany, New York and for each School District by its bond counsel as listed in Appendix B hereto. The Authority expects to deliver the Series 2008 Bonds in New York, New York, on or about June 25, 2008. † Citi†† David Lerner Associates, Inc. †† Janney Montgomery Scott LLC†† Siebert Brandford Shank & Co., LLC†† June 11, 2008 † Senior Manager for the Series 2008A Bonds and sole Underwriter for the Series 2008B Bonds. †† Co-Managers for the Series 2008A Bonds. $141,245,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK SCHOOL DISTRICTS REVENUE BOND FINANCING PROGRAM REVENUE BONDS $111,090,000 SERIES 2008A Interest Interest Due Amount Rate Yield CUSIP(1) Due Amount Rate Yield CUSIP(1) Oct. 1, 2009 $2,685,000 3.00% 2.08% 649903K42 Oct. 1, 2019 $8,025,000 5.00% 3.97%* 649903L66 Oct. 1, 2010 5,405,000 3.00 2.42 649903K59 Oct. 1, 2020 8,340,000 5.00 4.07* 649903L74 Oct. 1, 2011 5,560,000 4.00 2.78 649903K67 Oct. 1, 2021 8,555,000 5.00 4.15* 649903L82 Oct. 1, 2012 5,785,000 4.00 2.99 649903K75 Oct. 1, 2022 8,945,000 5.00 4.21* 649903L90 Oct. 1, 2013 6,020,000 5.00 3.14 649903K83 Oct. 1, 2023 6,560,000 5.00 4.25* 649903M24 Oct. 1, 2014 6,310,000 5.00 3.30 649903K91 Oct. 1, 2024 935,000 4.25 4.43 649903M32 Oct. 1, 2015 6,630,000 5.00 3.45 649903L25 Oct.