OFFICIAL STATEMENT DATED JULY 23, 2013 NEW ISSUE BOOK-ENTRY ONLY In the opinion of Wilentz, Goldman & Spitzer, P.A., Woodbridge, New Jersey (“Bond Counsel”), under existing statutes, regulations, rulings and court decisions, and assuming continuing compliance with certain covenants described herein, interest on the Notes (i) is not includable in gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) will not be treated as a preference item under Section 57 of the Code for purposes of calculating the Federal alternative minimum tax; however, such interest may be included in the adjusted current earnings of a corporation for purposes of the Federal alternative minimum tax imposed on corporations. Bond Counsel is further of the opinion that, under existing laws of the State of New Jersey, interest on the Notes and any gain on the sale thereof are not includable in gross income under the New Jersey Gross Income Tax Act, as amended. See “TAX EXEMPTION” herein. City of Atlantic City In the County of Atlantic, New Jersey $12,800,000 Bond Anticipation Notes, Series 2013 Dated: Date of Delivery Due: February 4, 2014 The City of Atlantic City, in the County of Atlantic, New Jersey (the “City”) is offering $12,800,000 Bond Anticipation Notes, Series 2013 (the “Notes”). The Notes will be issued in fully registered form. One certificate for the aggregate principal amount of the Notes when issued, will be registered in the name of, and held by Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York, which will act as Securities Depository. The certificates will be on deposit with DTC. DTC will be responsible for maintaining a book-entry system for recording the interests of its participants or transfers of the interests among its participants. The participants will be responsible for maintaining records regarding the beneficial ownership interests in the Notes on behalf of the individual purchasers. Individual purchases may be made in denominations of $5,000 or multiples of $1,000 in excess thereof through book-entries made on the books and the records of DTC and its participants. Individual purchasers of the Notes will not receive certificates representing their beneficial ownership interests in the Notes. The Notes will constitute general obligations of the City for the payment of the principal of and interest on the Notes which the full faith, credit and unlimited taxing power of the City is pledged, and all the taxable real property within the City is subject to the levy of ad valorem taxes, without limitation as to rate or amount, for such purposes. The Notes shall be dated and bear interest from their date of delivery, shall mature on February 4, 2014, shall bear interest at the rate of interest set forth below, payable at maturity, calculated on the basis of a 30-day month, 360-day year. The Notes are not subject to redemption prior to maturity. Principal and interest on the Notes will be paid to DTC by the City. 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. The Notes are not a debt or obligation, legal, moral or otherwise of the State, or any county, municipality or political subdivision thereof, other than the City. The Notes are offered when, as and if received by the Underwriter and subject to prior sale, withdrawal or modification of the offer without notice, and to approval of legality by Wilentz Goldman & Spitzer, P.A., Woodbridge, New Jersey, Bond Counsel, and certain other conditions described herein. Certain legal matters will be passed on for the City by Braun D. Littlefield, Esq., City Solicitor. Acacia Financial Group, Inc. serves as Financial Advisor to the City. It is expected that the Notes, in definitive form, will be available for delivery on or about August 6, 2013. Bond Anticipation Notes Principal Interest Maturity Date Amount Rate Yield February 4, 2014 $12,800,000 1.50% 1.15% CITY OF ATLANTIC CITY IN THE COUNTY OF ATLANTIC, NEW JERSEY MAYOR Lorenzo T. Langford COUNCIL MEMBERS William Marsh, President Frank M. Gilliam, Jr., Vice President Moisse Delgado Rizwan Malik Timothy Mancuso Steven L. Moore Aaron Randolph Marty Small George Tibbitt ADMINISTRATION OFFICIALS Ronald L. Cash, Business Administrator Michael P. Stinson, CPA, Director of Revenue and Finance Joanne M. Shepherd, Chief Financial Officer Rhonda Williams, City Clerk CITY AUDITORS Kenneth Moore, CPA, RMA Ford-Scott & Associates Ocean City, New Jersey FINANCIAL ADVISOR Acacia Financial Group, Inc. Marlton, New Jersey BOND COUNSEL Wilentz, Goldman & Spitzer, P.A. Woodbridge, New Jersey CITY SOLICITOR Braun D. Littlefield, Esq. Atlantic City, New Jersey No broker, dealer, salesperson or other person has been authorized by the City to give any information or to make any representations with respect to the Notes other than those contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the foregoing. The information contained herein has been provided by the City and other sources deemed reliable; however, no representation or warranty is made as to its accuracy or completeness and such information is not to be construed as a representation or warranty by the City as to information from sources other than itself. The information and the expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale hereunder under any circumstances shall create any implication that there has been no change in any of the information herein since the date hereof or since the date as of which such information is given, if earlier. The City has not confirmed the accuracy or completeness of information relating to The Depository Trust Company (“DTC”), which information has been provided by DTC. References in this Official Statement to laws, rules, regulations, resolutions, agreements, reports and documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein, and copies of which may be inspected at the offices of the City during normal business hours. 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 Notes in any jurisdiction in which it is unlawful for any person to make such an offer, solicitation or sale. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations other than as contained in this Official Statement. If given or made, such other information or representations must not be relied upon as having been authorized by the City. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER- ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES 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 Page INTRODUCTION ........................................................................................................................................ 1 DESCRIPTION, AUTHORIZATION AND PURPOSE OF THE NOTES ................................................. 1 BOOK-ENTRY ONLY SYSTEM ................................................................................................................ 2 EFFECTS OF POST-TROPICAL STORM SANDY UPON THE CITY .................................................... 4 SECURITY FOR THE NOTES .................................................................................................................... 7 PROVISIONS FOR THE PROTECTION OF GENERAL OBLIGATION DEBT ..................................... 8 ABSENCE OF MATERIAL LITIGATION ............................................................................................... 14 TAX EXEMPTION .................................................................................................................................... 15 STATE TAXATION .................................................................................................................................. 16 LEGALITY FOR INVESTMENT .............................................................................................................. 16 MUNICIPAL BANKRUPTCY .................................................................................................................. 16 NO DEFAULT............................................................................................................................................ 17 APPROVAL OF LEGAL PROCEEDINGS ............................................................................................... 17 FINANCIAL ADVISOR ............................................................................................................................ 17 UNDERWRITING ..................................................................................................................................... 18 SECONDARY MARKET DISCLOSURE ................................................................................................. 18 FINANCIAL