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NEW ISSUE Preliminary Official Statement Dated , 2015 RATING: S &P " "
<br />BOOK - ENTRY -ONLY See "RATING" herein
<br />In the opinion of Frost Brown Todd LLC, Indianapolis, Indiana ( "Bond Counsel'), under existing law, interest on the Bonds, as defined herein,
<br />is excludable from gross income under Section 103 of the Internal Revenue Code of 1986, as amended, for federal income tax purposes. Such
<br />exclusion is conditioned upon continuing compliance with the Tax Covenants (hereinafter defined). In the opinion of Bond Counsel, under
<br />existing law, interest on the Bonds is exempt from taxation in the State of Indiana for all purposes. (See 'TAX MA ITERS" and "APPENDIX F"
<br />herein.)
<br />$5,580,000
<br />CITY OF SOUTH BEND, INDIANA
<br />Economic Development Income Tax Bonds of 2015
<br />Dated: Date of Delivery
<br />Anticipated Delivery Date: March 3, 2015
<br />Due: February 1 and August 1, as shown below
<br />ANTICIPATED BOND SALE: February 18, 2015 10:00 AM E.S.T. (Local Time)
<br />Upon 24 Hours' Notice
<br />Electronic and Sealed Bids
<br />The City of South Bend, Indiana Economic Development Income Tax Bonds of 2015 (the "Bonds ") are being issued by the City of South
<br />Bend (the "City") pursuant to Indiana Code 6- 3.5 -7, as amended and as in effect on the issue date of the Bonds (the "Acts ") and pursuant to
<br />Ordinance No. approved by the Common Council of the City on January 26, 2015 (the "Ordinance'. The principal of and premium,
<br />if any, on the Bonds shall be payable In lawful money of the United States of America at the designated office of U.S. Bank National Association
<br />(the "Registrar' and "Paying Agent'). Interest will be payable on February 1 and August 1 of each year, beginning August 1, 2015. The Bonds
<br />are issuable only as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust
<br />Company, New York, New York (DTC). Purchasers of beneficial interests in the Bonds will be made in book-entry-only form, in the denomination
<br />of $5,000 or any integral multiple in excess thereof. Purchasers of beneficial interests in the Bonds (the "Beneficial Ownersy will not receive
<br />physical delivery of certificates representing their interests in the Bonds. So long as DTC or its nominee is the registered owner of the Bonds,
<br />principal of and interest on the Bonds will be paid directly to DTC by the Paying Agent. The final disbursement of such payments to the Beneficial
<br />Owners of the Bonds will be the responsibility of the Direct Participants and Indirect Participants, all as defined and more fully described herein.
<br />(See "DESCRIPTION OF THE BONDS" herein.)
<br />The Bonds are being issued by the City to (i) fund the cost of various capital improvements to the City's parks, (ii) fund a debt service
<br />reserve fund for the Bonds, if necessary, and (iii) pay expenses incidental to the issuance of the Bonds. (See "PURPOSE OF THE BOND
<br />ISSUE" herein.) The Bonds are scheduled to' mature on February 1 and August 1 on the dates and amounts as follows:
<br />MATURITY SCHEDULE
<br />Base CUSIP ( )
<br />Date
<br />Principal
<br />Date
<br />Principal
<br />Date
<br />Principal
<br />Date
<br />Principal
<br />8/1115
<br />$ 90,000
<br />8/120
<br />$ 110,000
<br />8/125
<br />$ 140,000
<br />8/1/30
<br />$ 165,000
<br />2/1116
<br />90,000
<br />2/121
<br />115,000
<br />2/126
<br />135,000
<br />2/1/31
<br />170,000
<br />8/1/16
<br />100,000
<br />8/121
<br />115,000
<br />8/126
<br />140,000
<br />8/1131
<br />175,000
<br />2/1/17
<br />105,000
<br />21122
<br />120,000
<br />2/127
<br />145,000
<br />2/1/32
<br />175,000
<br />811/17
<br />105,000
<br />81122
<br />125,000
<br />8/127
<br />145,000
<br />8/1132
<br />185,000
<br />2/1/18
<br />105,000
<br />21123
<br />120,000
<br />21128
<br />150,000
<br />2/1133
<br />185,000
<br />8/1/18
<br />110,000
<br />81123
<br />125,000
<br />8/128
<br />155,000
<br />8/1/33
<br />190,000
<br />2/1/19
<br />105,000
<br />2/124
<br />125,000
<br />2/129
<br />155,000
<br />2/1134
<br />195,000
<br />8/1/19
<br />105,000
<br />8/124
<br />130,000
<br />8/129
<br />165,000
<br />8/1/34
<br />205,000
<br />2/120
<br />115,000
<br />2/125
<br />130,000
<br />2/1/30
<br />160,000
<br />2/1135
<br />200,000
<br />The Bonds maturing on or after February 1, 2025 are subject to optional redemption prior to maturity. If tens bonds are issued. they will be
<br />subject to mandatory sinking fund redemption in accordance with principal payments shown above. (See "REDEMPTION PROVISIONS" herein.)
<br />The Bonds are payable solely from and secured exclusively by a pledge of the City's distributive share of the St. Joseph County Economic
<br />Development Income Tax Revenues (the " CEDIT Revenues "). The Bonds shall not constitute a general obligation of the City, and the City shall
<br />not be obligated to pay the Bonds, or the interest thereon, except from the CEDIT Revenues. The City has not pledged its full faith and credit nor
<br />its property taxing power to the payment of the principal of or the interest on the Bonds. (See "SECURITY AND SOURCES OF PAYMENT FOR
<br />THE BONDS" herein.)
<br />In connection with any acquisition of the Bonds by financial institutions, the Bonds will not be deemed to be 'qualified tax -exempt
<br />obligations" for purposes of Section 265(b)(3) of the internal revenue code of 1966, as amentled.
<br />This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire
<br />Official Statement to obtain information essential to the making of an informed investment decision.
<br />The City has authorized the distribution of this Official Statement to prospective purchasers and other interested parties. The City has
<br />deemed this Official Statement nearly final" as of the date hereof, subject to including certain additional information available after the sale of the
<br />Bonds, all in accordance with the provisions of Rule 15c2 -12 of the United States Securities and Exchange Commission.
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