INTERNATIONAL BANK FOR RECONSTRUCTION & DEVELOPMENT
BW-3, 1999-10-19
STATE COMMERCIAL BANKS
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<S>                            <C>                          <C>
INTERNATIONAL BANK FOR          1818 H Street N.W. (202)    522-1588;(202) 477-1234
RECONSTRUCTION AND DEVELOPMENT  Washington, D.C. 20433      Cable Address:INTBAFRAD
                                U.S.A.
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                                                       FILE NO. 1-3431
                                                       REGULATION BW
                                                       RULE 3



                                                      October 18, 1999


VIA EDGAR

Securities and Exchange Commission
File Desk, Room 1004
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

         Attached please find a Report dated October 18, 1999 of the
International Bank for Reconstruction and Development (the "Bank") under Rule 3
of Regulation BW with respect to the Bank's U.S. Dollar 10,000,000 Callable 7.01
per cent. Notes of 1999, due October 25, 2006, issued under the Bank's Global
Debt Issuance Facility.

                                             Sincerely yours,


                                             /s/ Scott B. White
                                             Scott B. White
                                             Chief Counsel, Finance



Attachments



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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 10,000,000 Callable 7.01 per cent. Notes of 1999,
                              due October 25, 2006






                    Filed pursuant to Rule 3 of Regulation BW






                             Dated: October 18, 1999


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        The following information regarding the U.S. Dollar 10,000,000 Callable
7.01 per cent. Notes of 1999, due October 25, 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 October 7, 1997) is already on file with the Securities and
Exchange Commission, 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. Dollar 10,000,000 Callable 7.01 per cent. Notes of 1999,
due October 25, 2006.

               (b) The interest rate shall be 7.01 per cent., payable monthly.

               (c) Maturing October 25, 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 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 October 25, 2000 and
semi-annually 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.

        Item 2.  DISTRIBUTION OF OBLIGATIONS

               The Bank will enter into a Terms Agreement with Merrill Lynch as
Manager (the "Manager"), pursuant to which the Bank will agree to issue, and the
Manager will agree to

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purchase, a principal amount of the Notes aggregating USD 10,000,000 at 100%,
less commissions of 1.00% of par. The Notes will be offered for sale subject to
issuance and acceptance by the Manager and subject to prior sale. It is expected
that delivery of the Notes will be made on or about October 25, 1999.

               The Terms Agreement will provide 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 is expected to offer the Notes to the public at 100%.

        Item 3.  DISTRIBUTION SPREAD

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                              Price to                Selling Discounts and   Proceeds to the Bank(1)
                               Public                      Commissions

                       <S>                            <C>                      <C>
                           Per Unit: 100%                     1.00%                    99.00%
                       Total: USD 10,000,000               USD 100,000              USD 9,900,000

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        Item 4.  DISCOUNTS AND COMMISSIONS TO SUB-UNDERWRITERS AND DEALERS

               None

        Item 5.  OTHER EXPENSES OF DISTRIBUTION

               Not yet known.

        Item 6.  APPLICATION OF PROCEEDS

               The net proceeds will be used in the general operations of the
Bank.

        Item 7.  EXHIBITS

               None

- -----------------------
(1)  Without deducting expenses of the Bank, which are not yet known.


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