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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
US $100,000,000 Zero Coupon Notes due 2030
Filed pursuant to Rule 3 of Regulation BW
Dated: May 18, 2000
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The following information regarding the US $100,000,000 Zero Coupon
Notes due 2030 (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 A, 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) US $100,000,000 Zero Coupon Notes due 2030.
(b) Zero Coupon (the issue price will be 11.611514% of par).
(c) Maturing May 1, 2030. 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) Citibank, N.A., 5 Carmelite Street, London EC4Y 0PA, England.
Item 2. DISTRIBUTION OF OBLIGATIONS
As of May 17, 2000, the Bank entered into a Terms Agreement (attached
hereto as Exhibit B) with Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Manager"),
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pursuant to which the Bank agreed to issue, and the Manager agreed to
purchase, a principal amount of the Notes aggregating US $100,000,000 at
11.611514% of par, less commissions of 0.10%. The Notes are 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
May 19, 2000.
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 11.611514%.
Item 3. DISTRIBUTION SPREAD
<TABLE>
<CAPTION>
Price to Selling Discounts Proceeds to the
PUBLIC AND COMMISSIONS BANK (1)
<S> <C> <C>
Per Unit: 11.611514% 0.10% 11.511514%
Total: USD 11,611,514 USD 100,000 USD 11,511,514
</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. Pricing Supplement dated May 17, 2000.
B. Terms Agreement dated May 17, 2000.
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(1) Without deducting expenses of the Bank, which are not yet known.
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EXHIBIT A
PRICING SUPPLEMENT
AND
SUPPLEMENTAL PROSPECTUS
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
GLOBAL DEBT ISSUANCE FACILITY
No: 839
US $100,000,000 Zero Coupon Notes due 2030
Issue Price: 11.611514%
Merrill Lynch & Co.
The date of this Pricing Supplement is May 17, 2000
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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 and to provide information supplemental
to the Prospectus referred to below.
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 that 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>
<CAPTION>
<S> <C>
1. No.: 839
2. Aggregate Principal Amount: US $100,000,000
3. Issue Price: 11.611514%
4. Issue Date: May 19, 2000
5. Form of Notes
(Condition 1(a)): Registered only
6. Authorized Denomination(s)
(Condition 1(b)): US $1,000 and integral multiples of
US $1,000
7. Specified Currency
(Condition 1(d)): United States dollars (US $)
8. Maturity Date
(Condition 6(a)): May 1, 2030
9. Interest Basis
(Condition 5): Zero Coupon
10. Zero Coupon
(Condition 5(II) and (III)):
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(a) Amortization Yield: 7.454%
(b) Reference Price: 11.611514%
(c) Basis: Compounded at annual intervals
11. Relevant Financial Center: New York
12. Relevant Business Day: New York
13. Governing Law: New York
14. Issuer's Optional Redemption
(Condition 6(e)): No
15. Early Redemption at the Option
of the Noteholders: No
OTHER RELEVANT TERMS
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: DTC
3. Syndicated: No
4. Commissions and Concessions: 0.10% of the aggregate principal amount
of the Notes
5. Codes:
(a) Common Code: 11175767
(a) ISIN: US45905UBH68
(b) CUSIP: 45905UBH6
6. Identity of Dealer(s)/Manager(s): Merrill Lynch, Pierce, Fenner & Smith
Incorporated
7. Provisions for Registered Notes:
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(a) Individual Definitive
Registered Notes
Available on Issue Date: No. Interests in the DTC Global Note will be
exchangeable for Definitive Registered Notes only
in the limited circumstances described in the
Prospectus.
(b) DTC Global Note(s): Yes; one
8. Other Address at which Bank
Information Available: None
</TABLE>
GENERAL INFORMATION
The Bank's latest Information Statement was issued on September 16,
1999.
SUPPLEMENTAL PROSPECTUS INFORMATION
The following discussion supplements and, to the extent inconsistent
therewith, replaces the discussion set forth in the Prospectus under the heading
"Tax Matters". This discussion deals only with the Notes included in the
issuance that is the subject of this Pricing Supplement. This discussion deals
only with Notes held as capital assets by the initial purchasers and not with
special classes of holders, such as dealers in securities or currencies, traders
in securities that elect to use a mark-to-market method of accounting for their
securities holdings, banks, life insurance companies, tax-exempt organizations,
persons that own Notes as part of a straddle or conversion transaction for
United States federal income tax purposes, persons that own Notes that are a
hedge or that are hedged against interest rate or currency risks, persons whose
functional currency for United States federal income tax purposes is not the
U.S. dollar and persons that are not "U.S. Holders" (as defined below). This
discussion is based on the Internal Revenue Code of 1986, as amended (the
"Code"), its legislative history, existing and proposed regulations under the
Code, published rulings and court decisions, all as currently in effect. These
laws are subject to change, possibly on a retroactive basis.
Prospective purchasers of Notes should consult their own tax advisors
concerning the consequences, in their particular circumstances, under the Code
and the laws of any other taxing jurisdiction, of the ownership of the Notes.
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For purposes of this discussion, a "U.S. Holder" is a beneficial owner
of a Note who or that is (i) a citizen or resident of the United States, (ii) a
domestic corporation, (iii) an estate whose income is subject to United States
federal income tax regardless of its source, or (iv) a trust if a United States
court can exercise primary supervision over the trust's administration and one
or more United States persons are authorized to control all substantial
decisions of the trust.
ORIGINAL ISSUE DISCOUNT. In general, individuals and other cash basis
U.S. holders of Notes will not be required to accrue and include in income
currently the original issue discount on the Notes, as specially defined below
for the purposes of this discussion, for United States federal income tax
purposes unless such holders elect to do so. Accrual basis taxpayers, taxpayers
in special classes, including, but not limited to, regulated investment
companies, common trust funds, and a certain type of pass-through entity, or
cash basis taxpayers who so elect will be required to accrue the original issue
discount on the Notes on either a straight-line basis or under the
constant-yield method, based on daily compounding. Gain realized on the sale or
retirement of Notes by U.S. Holders not required and not electing to include
original issue discount in income currently will be ordinary income to the
extent of the accrued original issue discount, which will be determined on a
straight-line basis unless such holders make an election to accrue the original
issue discount under the constant-yield method, through the date of sale or
retirement. U.S. Holders not required and not electing to accrue original issue
discount on their Notes will be required to defer deductions for interest on
borrowings allocable to the Notes in an amount not exceeding the deferred income
until the deferred income is realized.
The amount of original issue discount on a Note for purposes of the
foregoing rules will equal the excess of the amount payable at the Note's
maturity over the U.S. Holder's federal income tax basis in the Note.
SALE OR RETIREMENT OF THE NOTES. U.S. Holders that are required or
elect to accrue original issue discount on the Notes will increase their federal
income tax basis in the Notes by the amount of original issue discount so
accrued.
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:__________________________________
Authorized Officer
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EXHIBIT B
TERMS AGREEMENT NO. 839 UNDER
THE FACILITY
May 17, 2000
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 Zero Coupon Notes due 2030 (the "Notes") described in the Pricing
Supplement, dated as of the date hereof (the "Pricing Supplement") at 10:00 a.m.
New York time on May 19, 2000 (the "Settlement Date") at an aggregate purchase
price of US$11,511,514 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 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 that would require the Prospectus to be supplemented or
updated.
<PAGE>
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 11.611514% less a gross
underwriting commission of 0.10% of the principal amount).
2. The purchase price specified above will be paid on the Settlement Date
by the Dealer (against delivery of the Notes to an account designated
by the Dealer) to Citibank, N.A. London Branch (DTC Account No. 2952)
as custodian for Cede & Co., as nominee for the Depository Trust
Company, for transfer in immediately available funds to an account
designated by the Bank.
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
that 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 that have arisen
prior to such termination.
For purposes hereof, the notice details of the undersigned are as
follows:
Merrill Lynch & Co.
World Financial Center
250 Vesey Street, 15th Floor
New York, N.Y. 10281
Attention: Transaction Management Group
Telephone: 212-449-7476
Fax: 212-449-2331
<PAGE>
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 the State 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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