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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
REPORT OF
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
In respect of its
U.S.$10,000,000 Callable 7.03 percent Notes Due 2006
Filed pursuant to Rule 3 of Regulation BW
Dated: November 3, 1999
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The following information regarding the U.S.$10,000,000 Callable 7.03
percent Notes due 2006 (the "Notes") of the International Bank for
Reconstruction and Development is being filed pursuant to Rule 3 of Regulation
BW. As authorized by Rule 4 of Regulation BW, certain information is provided in
the form of a Prospectus (the "Prospectus") for the Bank's Global Debt Issuance
Facility (the "Facility"), the most recent version of which (dated as of October
7, 1997) is already on file with the Securities and Exchange Commission , in the
form of a Pricing Supplement relating to the Notes (the "Pricing Supplement"),
attached hereto as Exhibit B, and in the form of an Information Statement (the
"Information Statement"), the most recent version of which (dated September 16,
1999) is already on file with the Securities and Exchange Commission.
Item 1. DESCRIPTION OF OBLIGATIONS
(a) U.S.$10,000,000 Callable 7.03 percent Notes due 2006, to be
issued on November 9, 1999.
(b) The interest rate will be 7.03 percent, payable monthly.
Interest payment dates will be the 9th of each month, commencing on December 9,
1999 through and including November 9, 2006.
(c) Maturing November 9, 2006. The maturity of the Notes may be
accelerated if the Bank shall default in the payment of the principal of, or
interest on, or in the performance of any covenant in respect of a purchase fund
or a sinking fund in, any bonds, notes (including the Notes) or similar
obligations which have been issued, assumed or guaranteed by the Bank, such
default shall continue for a period of 90 days, a holder notifies the Bank that
it elects to declare the Notes held by it to be due and payable, and all such
defaults have not been cured by 30 days after such notice has been delivered.
Any such notice shall be accompanied by appropriate proof that the notifying
party is a Noteholder.
(d) Notes are callable by the Bank at par on November 9, 2000 and
on the 9th of each May and November thereafter with 10 New York business days'
notice.
(e) Bank's standard negative pledge clause (see Condition 4 on
page 22 of the Prospectus).
(f) Not applicable.
(g) No provisions have been made for the amendment or
modification of the terms of the obligations by the holders thereof or
otherwise.
(h) See Prospectus, pages 6-10.
(i) Federal Reserve Bank of New York, 33 Liberty Street, New
York, New York 10045.
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Item 2. DISTRIBUTION OF OBLIGATIONS
As of November 3, 1999, the Bank entered into a Terms Agreement
(attached hereto as Exhibit A) with Merrill Lynch, Pierce, Fenner & Smith
Incorporated as Dealer (the "Dealer"), pursuant to which the Bank agreed to
issue, and the Dealer agreed to purchase, a principal amount of the Notes
aggregating US$10,000,000 at 100 percent less commissions of 1.00 percent. The
Notes are offered for sale subject to issuance and acceptance by the Dealer and
subject to prior sale.
The delivery of the Notes is expected to be made on or about November 9, 1999.
The Terms Agreement provides that the obligations of the Dealer
are subject to certain conditions, including the continued accuracy of the
Bank's representations and warranties set forth in the Bank's Standard
Provisions relating to the issuance of notes under the Global Debt Issuance
Facility (the "Standard Provisions"), the most recent version of which (dated as
of October 7, 1997) is already on file with the Securities and Exchange
Commission.
The Dealer proposes to offer the Notes to the public at the
public offering price of 100 percent.
Item 3. DISTRIBUTION SPREAD
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<CAPTION>
Price to Selling Discounts Proceeds to the
Public and Commissions Bank1
------ --------------- -----
<S> <C> <C>
Per Unit: 100% 1.00% 99.00%
Total: US$10,000,000 US$100,000 US$9,900,000
</TABLE>
Item 4. DISCOUNTS AND COMMISSIONS TO SUB-UNDERWRITERS AND DEALERS
None
Item 5. OTHER EXPENSES OF DISTRIBUTION
As the Notes are offered as part of a continuous series of
borrowings under the Facility, precise expense amounts for this transaction are
not yet known.
Item 6. APPLICATION OF PROCEEDS
The net proceeds will be used in the general operations of the
Bank.
Item 7. EXHIBITS
A. Terms Agreement dated November 3, 1999.
B. Pricing Supplement dated November 3, 1999.
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EXHIBIT A
TERMS AGREEMENT NO. 171 UNDER
THE FACILITY
November 3, 1999
International Bank for Reconstruction
and Development
1818 H Street, N.W.
Washington, D.C. 20433
The undersigned agrees to purchase from you (the "Bank") the
Bank's US$10,000,000 Callable 7.03 percent Notes due 2006 (the "Notes")
described in the Pricing Supplement, dated as of the date hereof (the "Pricing
Supplement") at 11:00 a.m. New York time on November 9, 1999 (the "Settlement
Date") at an aggregate purchase price of US$9,900,000 on the terms set forth
herein and in the Standard Provisions, amended and restated as of October 7,
1997, relating to the issuance of Notes by the Bank (the "Standard Provisions"),
incorporated herein by reference. In so purchasing the Notes, the undersigned
understands and agrees that it is not acting as an agent of the Bank in the sale
of the Notes.
When used herein and in the Standard Provisions as so
incorporated, the term "Notes" refers to the Notes as defined herein. All other
terms defined in the Prospectus, the Pricing Supplement relating to the Notes
and the Standard Provisions shall have the same meaning when used herein.
The Bank represents and warrants to us that the
representations, warranties and agreements of the Bank set forth in Section 2 of
the Standard Provisions (with the "Prospectus" revised to read the "Prospectus
as amended and supplemented with respect to Notes at the date hereof") are true
and correct on the date hereof.
The obligation of the undersigned to purchase Notes hereunder
is subject to the continued accuracy, on each date from the date hereof to and
including the Settlement Date, of the Bank's representations and warranties
contained in the Standard Provisions and to the Bank's performance and
observance of all applicable covenants and agreements contained therein.
Subject to Section 5(h) of the Standard Provisions, the Bank
certifies to the undersigned that, as of the Settlement Date, (i) the
representations and warranties of the Bank contained in the Standard Provisions
are true and correct as though made at and as of the Settlement Date, (ii) the
Bank has performed all of its obligations under this Terms Agreement
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required to be performed or satisfied on or prior to the Settlement Date, and
(iii) the Prospectus contains all material information relating to the assets
and liabilities, financial position, and profits and losses of the Bank, and
nothing has happened or is expected to happen which would require the Prospectus
to be supplemented or updated.
1. The Bank agrees that it will issue the Notes and the Dealer
named below agrees to purchase the Notes at the purchase price
specified above (being equal to the issue price of 100 percent
less a management and underwriting commission of 1.00 percent
of the principal amount).
2. Payment for and delivery of the Notes shall be made each
against the other on the Settlement Date. The Notes shall be
delivered in bookentry form to the following account at the
Federal Reserve Bank of New York: ABA No. 021000021 ("Chase
NYC/MLCORP"); and payment for the Notes shall be effected by
transfer of the purchase price specified above in immediately
available funds to the Bank's account IBRD A-General at the
Federal Reserve Bank of New York, ABA # 021-081-383.
3. The Bank hereby appoints the undersigned as a Dealer under the
Standard Provisions solely for the purpose of the issue of
Notes to which this Terms Agreement pertains. The undersigned
shall be vested, solely with respect to this issue of Notes,
with all authority, rights and powers of a Dealer purchasing
Notes as principal set out in the Standard Provisions, a copy
of which it acknowledges it has received, and this Terms
Agreement. The undersigned acknowledges having received copies
of the documents listed in Exhibit A to the Standard
Provisions which it has requested.
4. In consideration of the Bank appointing the undersigned as a
Dealer solely with respect to this issue of Notes, the
undersigned hereby undertakes for the benefit of the Bank and
each of the other Dealers, that, in relation to this issue of
Notes, it will perform and comply with all of the duties and
obligations expressed to be assumed by a Dealer under the
Standard Provisions.
5. The undersigned acknowledges that such appointment is limited
to this particular issue of Notes and is not for any other
issue of Notes of the Bank pursuant to the Standard Provisions
and that such appointment will terminate upon issue of the
relevant Notes, but without prejudice to any rights
(including, without limitation, any indemnification rights),
duties or obligations of the undersigned which have arisen
prior to such termination.
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For purposes hereof, the notice details of the undersigned are
as follows:
Merrill Lynch
World Financial Center
250 Vesey Street 10th Floor
New York, NY 10281
Attention: Transaction Management Group
Telephone: 212-449-7476
Fax: 212-449-2331
All notices and other communications hereunder shall be in
writing and shall be transmitted in accordance with Section 9 of the Standard
Provisions.
This Terms Agreement shall be governed by and construed in
accordance with the laws of New York.
This Terms Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such respective counterparts together shall constitute
one and the same instrument.
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By:
----------------------------
Name:
Title:
CONFIRMED AND ACCEPTED, as of the
date first written above:
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:
---------------------------
Name:
Title: Authorized Officer
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EXHIBIT B
PRICING SUPPLEMENT
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
GLOBAL DEBT ISSUANCE FACILITY
No: 171
US$10,000,000
CALLABLE 7.03 PERCENT NOTES DUE 2006
Issue Price: 100 percent
MERRILL LYNCH & CO.
The date of this Pricing Supplement is November 3, 1999.
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This document ("Pricing Supplement") is issued to give details
of an issue by International Bank for Reconstruction and Development (the
"Bank") under its Global Debt Issuance Facility.
This Pricing Supplement supplements the terms and conditions
in, and incorporates by reference, the Prospectus dated October 7, 1997, and all
documents incorporated by reference therein (the "Prospectus"), and should be
read in conjunction with the Prospectus. Unless otherwise defined in this
Pricing Supplement, terms used herein have the same meaning as in the
Prospectus.
TERMS AND CONDITIONS
The following items under this heading "Terms and Conditions"
are the particular terms which relate to the issue the subject of this Pricing
Supplement. These are the only terms which form part of the form of Notes for
such issue.
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<S> <C>
1. No.: 171
2. Aggregate Principal Amount: US$10,000,000
3. Issue Price: 100 percent
4. Issue Date: November 9, 1999
5. Form of Notes
(Condition 1(a)): Fed Bookentry only
(not exchangeable for
Definitive Fed Registered
Notes, Conditions 1(a) and
2(b) notwithstanding)
6. Authorized Denomination(s)
(Condition 1(b)): US$1,000 and integral
multiples of US$1,000 in
excess thereof
7. Specified Currency
(Condition 1(d)): United States dollars (US$)
8. Maturity Date
(Conditions 1(a) and 6(a); Fixed
Interest Rate): November 9, 2006
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<S> <C>
9. Interest Basis
(Condition 5): Fixed Interest Rate
10. Fixed Interest Rate
(Condition 5(I)):
(a) Interest Rate: 7.03 percent per annum
(b) Fixed Rate Interest The 9th of each month,
Payment Date(s): commencing on December 9,
1999 through and including
November 9, 2006
13. Relevant Financial Center: New York
14. Relevant Business Day: New York
15. Issuer's Optional Redemption: Yes
(a) Notice Period: Not less than 10 Relevant
Business Days
(b) Amount: All (and not less than all)
(c) Date(s): On the 9th of each May and
November, commencing
November 9, 2000
(d) Early Redemption Amount Principal Amount
(Bank):
16. Redemption at the Option of the
Noteholders: No
17. Early Redemption Amount Principal Amount plus accrued
(Condition 9): interest
18. Governing Law: New York
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OTHER RELEVANT TERMS
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<S> <C>
1. Listing (if yes, specify Stock None
Exchange):
2. Details of Clearance System Federal Reserve Banks
Approved by the Bank and the Federal bookentry system.
Global Agent and Clearance
and Settlement Procedures:
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<S> <C>
3. Syndicated: No
4. Commissions and Concessions: 1.00 percent of Aggregate
Principal Amount
5. Codes:
(a) Common Code: 010404428
(b) ISIN: US459056PY79
(c) CUSIP: 459056PY7
6. Identity of Dealer(s)/Manager(s): Merrill Lynch, Pierce,
Fenner & Smith Incorporated
7. Other Address at which Bank
Information Available: None
</TABLE>
GENERAL INFORMATION
The Bank's latest Information Statement was issued on September 16, 1999.
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:
----------------------------------
Authorized Officer
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<PAGE>
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
1818 H Street, NW
Washington, DC 20433
FISCAL AGENT
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
LEGAL ADVISORS TO THE MANAGERS
Sullivan & Cromwell
1701 Pennsylvania Avenue, NW
Washington, DC 20006
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