O F F I C I A L S T A T E M E N T D A T E D A U G U S T 2 6 , 2 0 0 8 New Issue - Book Entry Only Rating: Moody’s: “MIG 1” In the opinion of Bond Counsel, assuming the accuracy of and continuing compliance by the City with its representations and covenants relating to certain requirements contained in the Internal Revenue Code of 1986, as amended (the “Code”), based on existing law interest on the Notes is excludable from gross income for federal income tax purposes and is not treated as an item of tax preference for purposes of calculating the federal alternative minimum tax. Interest on the Notes may be includable in the calculation of certain taxes under the Code, including the federal alternative minimum tax on certain corporations, as described under Appendix C, “Form of Legal Opinion of Bond Counsel and Tax Exemption” herein. In the opinion of Bond Counsel, under existing statutes, interest on the Notes is excluded from Connecticut taxable income for purposes of the Connecticut income tax on individuals, trusts and estates and is excluded from amounts on which the net Connecticut minimum tax is based in the case of individuals, trusts and estates required to pay the federal alternative minimum tax. CITY OF WATERBURY, CONNECTICUT $30,100,000 General Obligation Bond Anticipation Notes, Series 2008 Dated: Date of Delivery Due: As shown below The Notes will be general obligations of the City of Waterbury, Connecticut (the “City”), and the full faith and credit of the City will irrevocably be pledged to the prompt payment of the principal of and interest on the Notes according to their terms. (See “Security and Remedies” herein.) The Notes are being issued pursuant to an Indenture of Trust dated September 1, 2008, as amended and supplemented (the “Indenture”), by and between the City and U.S. Bank National Association, as Trustee (the “Trustee”). Interest and principal on the Notes will be payable at maturity. MATURITY SCHEDULE Interest Due Principal Rate Yield CUSIP September 2, 2009 $30,100,000 4.000% 1.800% 941247J58 The Notes will be registered in the name of Cede & Co., as Bondowner and nominee for The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Notes. Purchases of the Notes will be made in book-entry-only form, in the denomination of increments of $5,000 or any integral multiple thereof. Purchasers will not receive certificates representing their ownership interest in the Notes. So long as Cede & Co. is the Bondowner, as nominee of DTC, reference herein to the Bondowner or owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners (as described herein) of the Notes. (See “Book-Entry-Only Transfer System” herein.) The Notes are not subject to redemption prior to maturity. The Registrar, Certifying, Transfer, and Paying Agent for the Notes will be U.S. Bank National Association, Hartford, Connecticut. The Notes are offered for delivery when, as and if issued and received by William Blair & Company, L.L.C., Chicago, Illinois (the “Underwriter”), subject to the final approving opinion of Shipman & Goodwin LLP, Hartford, Connecticut, bond counsel. Certain legal matters will be passed upon for the Underwriter by its counsel, Day Pitney LLP, Hartford, Connecticut. It is expected that delivery of the Notes in book-entry-only form will be made through the facilities of DTC on or about September 3, 2008. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. William Blair & Company No dealer, broker, salesman or other person has been authorized by the City or the Underwriter to give any information or to make any representations, other than those contained in this Official Statement, in connection with the offering made hereby and, if given or made, such 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 nor the solicitation of an offer to buy, nor shall there be any sale of the Notes by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The Underwriter for the Notes has reviewed the information in this Official Statement in accordance with and as part of its responsibility to investors under Federal securities laws as applied to the acts and circumstances of this transaction but the Underwriter does not guarantee the accuracy or completeness of such information and it makes no representation that it has independently verified the same. The independent auditors for the City were not engaged to review this Official Statement. The independent auditors are not passing upon and do not assume responsibility for the accuracy or completeness of the financial information presented in this Official Statement (other than matters expressly set forth in Appendix A “Auditor’s Report” herein) and they make no representation that they have independently verified the same. Bond Counsel is not passing upon and does not assume responsibility for the accuracy or adequacy of the statements made in this Official Statement (other than matters expressly set forth as its opinion in Appendix C “Form of Legal Opinion of Bond Counsel and Tax Exemption” herein) and it makes no representation that it has independently verified the same. The City deems this Official Statement to be “final” for purposes of Securities and Exchange Commission Rule 15c2- 12(b)(1), but it is subject to revision or amendment. Where the constitution or statutes of the State of Connecticut are referred to, reference should be made to such constitution or statutes for a complete statement of the matters referred to herein. Any statements which are contained in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. All estimates and assumptions herein have been made on the best information available and are believed to be reliable, but no representations whatsoever are made that such estimates or assumptions are correct or will be realized. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers or holders of any of the Notes. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof or any earlier date as of which any information contained herein is given. This Official Statement is submitted in connection with the sale of the Notes referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME WITHOUT PRIOR NOTICE. TABLE OF CONTENTS NOTE ISSUE SUMMARY.........................................................................................................................................................1 INTRODUCTION.......................................................................................................................................................................2 AUTHORIZATION ....................................................................................................................................................................2 THE NOTES ...............................................................................................................................................................................2 Description of the Notes.............................................................................................................................................................. 2 REDEMPTION PROVISIONS...................................................................................................................................................2 Redemption.................................................................................................................................................................................. 2 DESCRIPTION OF PROJECTS .................................................................................................................................................2 SECURITY AND REMEDIES ...................................................................................................................................................3 General ........................................................................................................................................................................................ 3 Bondholder Remedies.................................................................................................................................................................. 4 THE INDENTURE......................................................................................................................................................................4 SOURCES AND USES OF PROCEEDS OF THE NOTES.......................................................................................................4