<PAGE>
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 100,000,000 Floating Rate Notes of 1999, due June 11, 2001
Filed pursuant to Rule 3 of Regulation BW
Dated: June 8, 1999
<PAGE>
The following information regarding the U.S. Dollar 100,000,000
Floating Rate Notes of 1999, due June 11, 2001 (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 100,000,000 Floating Rate Notes of 1999, due
June 11, 2001.
(b) The interest rate shall be the sum of the most recent
three-month U.S. Treasury Bill Rate plus 0.40 percent. Interest payment dates
will be March 9, June 9, September 9 and December 9.
(c) Maturing June 11, 2001. 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) Not applicable.
(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.
Item 2. DISTRIBUTION OF OBLIGATIONS
As of June 8, 1999, the Bank entered into a Terms Agreement
(attached hereto as Exhibit A) with PaineWebber as Manager (the "Manager"),
pursuant to which the Bank agreed
<PAGE>
to issue, and the Manager agreed to purchase, a principal amount of the Notes
aggregating USD 100,000,000 at 100%, less commissions of 0.0658%. 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 9,
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
<TABLE>
<CAPTION>
Price to Selling Discounts Proceeds to the
Public and Commissions Bank (1)
------ --------------- --------
<S> <C> <C>
Per Unit: 100% 0.0658% 99.9342%
Total: USD 100,000,000 USD 65,800 USD 99,934,200
</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 as of June 8, 1999.
B. Pricing Supplement dated June 8, 1999.
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(1) Without deducting expenses of the Bank, which are not yet known.
<PAGE>
EXHIBIT A
TERMS AGREEMENT NO. 793 UNDER
THE FACILITY
June 8, 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$100,000,000 Floating Rate Notes due 2001 (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 9, 1999 (the "Settlement Date") at an
aggregate purchase price of US$99,934,200 (which is 99.9342% 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 0.0058
percent of the principal amount and a selling concession of
0.06 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/Paine"); 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:
PaineWebber Incorporated
1285 Avenue of the Americas
New York, NY 10019
Attention: Michael Sears
Telephone: 212-713-2983
Fax: 212-713-2631
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.
PAINEWEBBER 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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<PAGE>
EXHIBIT B
PRICING SUPPLEMENT
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
GLOBAL DEBT ISSUANCE FACILITY
No: 793
US$100,000,000
FLOATING RATE NOTES DUE 2001
Issue Price: 100 percent
PAINEWEBBER INCORPORATED
The date of this Pricing Supplement is June 8, 1999.
<PAGE>
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.
<TABLE>
<S> <C>
1. No.: 793
2. Aggregate Principal Amount: US$100,000,000
3. Issue Price: 100 percent
4. Issue Date: June 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$10,000 and integral multiples of US$5,000 in
excess thereof
7. Specified Currency
(Condition 1(d)): United States dollars (US$)
8. Redemption Month
(Condition 6(a); Variable Interest
Rate): June 2001
</TABLE>
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<TABLE>
<S> <C>
9. Interest Basis Variable Interest Rate (Condition 5(II))
(Condition 5):
10. Variable Interest Rate
(Condition 5(II)):
(a) Calculation Amount: Principal Amount
(b) Business Day Convention: Following Business Day Convention
(c) Interest Payment Date(s): (i) the 9th of each September, December, March
and June, commencing on September 9, 1999
through and including June 9, 2001, and (ii)
any date of final redemption determined in
accordance with Condition 9, subject (in each
of (i) and (ii)) to the Following Business Day
Convention.
(d) Reference Rate(s): 3-month U.S. Treasury Bill Rate plus
0.40 percent, as specified in "19. Additional
Provisions Relating to the Notes"
(e) Primary Source for Interest Dow Jones Telerate Service
Rate Quotations for Reference
Rate(s):
(f) Specified Screen Page: Telerate page 56, as specified in "19.
Additional Provisions Relating to the Notes"
(g) Calculation Agent: Citibank, N.A., London office
(h) Interest Determination Date: Not earlier than the seventh, and not later
than the third, Relevant Business Day preceding
an Interest Payment Date
11. Basis of Calculation of Variable Interest
Rate and Interest Payment Dates and default
interest where Conditions 5(II)(b)(i) to
(vii) do not apply (Condition 5(II)(b)): As specified in "19. Additional Provisions
Relating to the Notes".
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
12. Other Variable Rate Interest Rate
Terms (Conditions 5(II) and (III)):
(a) Variable Rate Day Count
Fraction(s) if not actual/360: "Actual/Actual" per 1991 ISDA Definitions
(I.E., the actual number of days elapsed
divided by 365 (or, if any portion of such
elapsed days falls in a leap year, the SUM
OF (i) the actual number of days in that
portion of such elapsed days falling in a
leap year divided by 366 AND (ii) the actual
number of days in that portion of such
elapsed days falling in a non-leap year
divided by 365))
13. Relevant Financial Center: New York
14. Relevant Business Day: New York
15. Issuer's Optional Redemption: No
16. Redemption at the Option of the
Noteholders: No
17. Early Redemption Amount: Principal Amount plus accrued interest
18. Governing Law: New York
19. Additional Provisions Relating to the Notes:
</TABLE>
The "Reference Rate" on the Notes will be a rate per annum (expressed
as a percentage) equal to the 3-MONTH U.S. TREASURY BILL RATE (DETERMINED AS
DESCRIBED BELOW) PLUS 0.40 PERCENT and will be subject to adjustment effective
as of each Reset Date (as defined below); PROVIDED, HOWEVER, that the Reference
Rate in effect for the period from and including the seventh Relevant Business
Day preceding an Interest Payment Date to but excluding such Interest Payment
Date will be the Reference Rate in effect on the seventh Relevant Business Day
preceding such Interest Payment Date.
A "Reset Date" means (i) the Wednesday of each week (subject to the
proviso in the preceding paragraph) and (ii) each Interest Payment Date. The
first Reset Date with respect to the Notes is the Issue Date.
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<PAGE>
The "3-month U.S. Treasury Bill Rate" means, with respect to any Reset
Date:
(i) the auction average rate for U.S. Treasury Bills having an
index maturity of 3 months obtained from the most recent U.S. Treasury
Bill auction which occurs on the first Relevant Business Day during the
period from the Monday immediately preceding the applicable Reset Date
up to and including such Reset Date. The 3-month U.S. Treasury Bill
Rate currently appears on Telerate page 56 under the heading
"Investment Rate" in the row corresponding to the first Relevant
Business Day of the week containing the applicable Reset Date (where
"Telerate page 56" means Page 56 on the Dow Jones Telerate Service or
such other page as may replace that page on that service).
(ii) if there is no auction during the period from Monday
immediately preceding the applicable Reset Date up to and including
such Reset Date, then the 3-month U.S. Treasury Bill Rate for such
Reset Date will be the arithmetic mean of quotations reported by three
leading U.S. Government securities dealers, according to their written
records and with reference to the 3:00 p.m. (New York City Time)
closing offered side yield quotations as of the corresponding Reset
Date, for actively traded 3-month U.S. Treasury Bills. If the
Calculation Agent cannot obtain three such quotations, the 3-month U.S.
Treasury Bill Rate for such Reset Date shall be the arithmetic mean of
all such quotations obtained by the Calculation Agent.
(iii) if for any Reset Date, the Calculation Agent cannot
obtain any such quotations referred to in (ii) above, the 3-month U.S.
Treasury Bill Rate for such Reset Date shall be the arithmetic mean of
quotations reported by three leading U.S. Government securities
dealers, according to their written records and with reference to the
3:00 p.m. (New York City Time) closing offered side yield quotations as
of the corresponding Reset Date, for the 3-month U.S. Treasury
securities with a remaining term to maturity closest to three months
and with a price closest to par as determined by the Calculation Agent.
(iv) if the Calculation Agent cannot obtain three such
quotations referred to in (iii) above, the 3-month U.S. Treasury Bill
Rate for such Reset Date shall be the same as the 3-month U.S. Treasury
Bill Rate for the immediately preceding Reset Date.
The auction average rate and the offered side yield quotations for 3-month U.S.
Treasury Bills will be obtained expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable (or, if not so expressed, will be
converted by the Calculation Agent to such a bond equivalent yield).
Values input into the formula for the Reference Rate, and intermediate
calculations expressed as a percentage, shall be rounded to five (5) decimal
places and the resulting Reference Rate expressed as a percentage shall be
rounded to three (3) decimal places. (FOR EXAMPLE, if the Reference Rate
calculation produced a result of 4.71254 percent, the Reference Rate would be
4.713 percent). All dollar amounts resulting from application of the above
formula will be rounded to the nearest cent.
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<PAGE>
The "Rate of Interest" with respect to any Interest Payment Date shall
be the rate as determined and calculated by the Calculation Agent by adding the
Reference Rate for each actual day elapsed from and including the Issue Date or
the preceding Interest Payment Date, as the case may be, to but excluding the
next Interest Payment Date (rounded to nine (9) decimal places, Condition
5(II)(d) notwithstanding) and dividing the resulting total by the number of such
actual days elapsed.
OTHER RELEVANT TERMS
<TABLE>
<S> <C>
1. Listing (if yes, specify Stock
Exchange): None
2. Details of Clearance System
Approved by the Bank and the
Global Agent and Clearance and
Settlement Procedures: Federal Reserve Banks Federal bookentry
system. Electronic securities and payment
transfer, processing, depositary and
custodial links have been established among
the Federal Reserve Banks, Euroclear and
Cedelbank, either directly or indirectly
through custodians and depositaries, which
enable beneficial interests in the Notes to
be issued, held and transferred among the
clearing systems across these links.
3. Syndicated: No
4. Commissions and Concessions: 0.0658% of Aggregate Principal Amount,
comprised of:
0.0058% combined management and underwriting
commission; and
0.06% selling concession
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
5. Codes:
(a) Common Code: 9866337
(b) ISIN: US98663379
(c) CUSIP: 459056PS0
6. Identity of Dealer(s)/Manager(s): PaineWebber 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:
-------------------------------------
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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