<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.$25,000,000 Callable 6.625 per cent. Notes Due 2004
Filed pursuant to Rule 3 of Regulation BW
Dated: September 14, 1999
<PAGE>
The following information regarding the U.S.$25,000,000 Callable 6.625
per cent. Notes due 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.$25,000,000 Callable 6.625 per cent. Notes due 2004, issued
on September 15, 1999.
(b) the interest rate is 6.625 per cent, payable monthly. Interest
payment dates will be the 15th of each month, commencing on October 15, 1999
through and including September 15, 2004.
(c) Maturing September 15, 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 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 September 15, 2000 and
on the 15th of each March and September thereafter with a 10 New York
business-day 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 September 13, the Bank entered into a Terms Agreement
(attached hereto as Exhibit A) with Merrill Lynch 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 25,000,000 at 100%,
less commissions of 0.75%. 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 September 15, 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 Manager proposes to offer 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% 0.75% 99.25%
Total USD 25,000,000 USD 187,500 USD 24,812,500
</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 September 13, 1999.
B. Pricing Supplement dated September 13, 1999.
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(1) Without deducting expenses of the Bank, which are not yet known.
<PAGE>
EXHIBIT A
TERMS AGREEMENT NO. 159 UNDER
THE FACILITY
September 13, 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$25,000,000 Callable 6.625 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 September 15, 1999 (the
"Settlement Date") at an aggregate purchase price of US$24,812,500 (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
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EXHIBIT A
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 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.
<PAGE>
EXHIBIT A
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. 159
US$25,000,000
CALLABLE 6.625 PERCENT NOTES DUE 2004
Issue Price: 100 percent
MERRILL LYNCH & CO.
The date of this Pricing Supplement is September 13, 1999.
<PAGE>
EXHIBIT B
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
incorporated 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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<CAPTION>
<S> <C> <C>
1. No.: 159
2. Aggregate Principal Amount: US$25,000,000
3. Issue Price: 100 percent
4. Issue Date: September 15, 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): September 15, 2004
</TABLE>
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EXHIBIT B
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<CAPTION>
<S> <C> <C>
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: 6.625 percent per annum
(c) Fixed Rate Interest The 15th of each month, commencing
Payment Date(s): on October 15, 1999 through and
including September 15, 2004
(d) Fixed Rate Day Count 30/360, as provided in Condition
Fraction(s) if not 30/360 5(I)(b)
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 (not less than all)
(c) Date(s): On the 15th of each March and
September, commencing
September 15, 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
OTHER RELEVANT TERMS
1. Listing (if yes, specify Stock None
Exchange):
</TABLE>
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EXHIBIT B
<TABLE>
<CAPTION>
<S> <C> <C>
2. Details of Clearance System Federal Reserve Banks Federal
Approved by the Bank and the bookentry system.
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: 10205697
(b) ISIN: US459056PW14
(b) CUSIP: 459056PW1
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:
--------------------------
Authorized Officer
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<PAGE>
EXHIBIT B
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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