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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. Dollar 15,000,000 Callable 6.36 per cent. Notes of 1999, due June 23, 2004
Filed pursuant to Rule 3 of Regulation BW
Dated: June 23, 1999
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The following information regarding the U.S. Dollar 15,000,000 Callable
6.36 per cent. Notes of 1999, due June 23, 2004 (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 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 30, 1998) is already on file with the Securities and
Exchange Commission.
Item 1. DESCRIPTION OF OBLIGATIONS
(a) U.S. Dollar 15,000,000 Callable 6.36 per cent. Notes of
1999, due June 23, 2004.
(b) The interest rate shall be 6.36 per cent. per annum. Interest
payment dates will be the 23rd of each month, commencing on July 23, 1999
through and including June 23, 2004.
(c) Maturing June 23, 2004. 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 for 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 principal of 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 June 23, 2000 and on
the 23rd of each June and December thereafter with 10 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.
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Item 2. DISTRIBUTION OF OBLIGATIONS
As of June 22, 1999, the Bank entered into a Terms Agreement (attached
hereto as Exhibit A) with Merrill Lynch, Pierce, Fenner & Smith Incorporated as
Manager (the "Manager"), pursuant to which the Bank agreed to issue, and the
Manager agreed to purchase, a principal amount of the Notes aggregating USD
15,000,000 at 100%, less commissions of 0.75%. The Notes are offered for sale
subject to issuance and acceptance by the Manager and subject to prior sale.
Delivery of the Notes is expected to be made on or about June 23, 1999.
The Terms Agreement provides that the obligations of the manager 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 Manager proposes to offer all the Notes to the public at the public
offering price of 100%.
Item 3. DISTRIBUTION SPREAD
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<CAPTION>
Price to Selling Discounts Proceeds to the
Public and Commissions Bank(1)
------ ----------------- -------
<S> <C> <C>
Per Unit: 100% 0.75% 99.25%
Total: USD 15,000,000 USD 112,500 USD 14,887,500
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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 June 22, 1999.
B. Pricing Supplement dated June 22, 1999.
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(1) Without deducting expenses of the Bank, which are not yet known.
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EXHIBIT A
TERMS AGREEMENT NO. 137 UNDER
THE FACILITY
June 22, 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$15,000,000 Callable 6.36 percent Notes due 2004 (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 June 23, 1999 (the "Settlement Date") at an
aggregate purchase price of US$14,887,500 (which is 99.25% of the aggregate
principal amount of the Notes) 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
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Settlement Date, (ii) the Bank has performed all of its obligations under this
Terms Agreement 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 0.75 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: 137
US$15,000,000
CALLABLE 6.36 PERCENT NOTES DUE 2004
Issue Price: 100 percent
MERRILL LYNCH & CO.
The date of this Pricing Supplement is June 22, 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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1. No.: 137
2. Aggregate Principal Amount: US$15,000,000
3. Issue Price: 100 percent
4. Issue Date: June 23, 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): June 23, 2004
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9. Interest Basis Fixed Interest Rate (Condition 5(I))
(Condition 5):
10. Fixed Interest Rate
(Condition 5(I)):
(a) Calculation Amount: Principal Amount
(b) Interest rate: 6.36 percent per annum
(c) Fixed Rate Interest The 23rd of each month, commencing on
Payment Date(s): July 23, 1999 through and including June
23, 2004
(d) Fixed Rate Day Count
Fraction(s) if not 30/360, as provided in Condition 5(I)(b)
30/360 basis:
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 23rd of each June and December,
commencing June 23, 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 interest
(Condition 9):
18. Governing Law: New York
OTHER RELEVANT TERMS
1. Listing (if yes, specify Stock None
Exchange):
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2. Details of Clearance System Approved by Federal Reserve Banks Federal bookentry system.
the Bank and the Global Agent and
Clearance and Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: 0.75 percent of Aggregate Principal Amount
5. Codes:
(a) Common Code: 9917683
(b) ISIN: US459056PT84
(b) CUSIP: 459056PT8
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 30, 1998.
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:
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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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