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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.$10,000,000 Callable 7.75 percent Notes due 2015
Filed pursuant to Rule 3 of Regulation BW
Dated: April 3, 2000
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The following information regarding the U.S.$10,000,000 Callable 7.75
percent Notes due 2015 (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 the 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) U.S.$10,000,000 Callable 7.75 percent Notes due 2015, issued
on March 30, 2000.
(b) The interest rate will be 7.75 percent, payable the 30th of
each March and September, commencing on September 30, 2000.
(c) Maturing March 30, 2015. 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 at par on the 30th of each March and
September, commencing on March 30, 2001, 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) Citibank, N.A, 5 Carmelite Street, London EC4Y 0PA, England.
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Item 2. DISTRIBUTION OF OBLIGATIONS
As of March 29, 2000, the Bank entered into a Terms Agreement (attached
hereto as Exhibit B) 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
U.S.$10,000,000 at 100 percent, less commissions of 1.00 percent. 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 March 30, 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 100 percent.
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Item 3. DISTRIBUTION SPREAD
Price to Selling Discounts and Proceeds to the
Public Commissions Bank (1)
-------- -------------- --------
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
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 March 29, 2000.
B. Terms Agreement dated March 29, 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
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
GLOBAL DEBT ISSUANCE FACILITY
No: 207
US$10,000,000
CALLABLE 7.75 PERCENT NOTES DUE 2015
Issue Price: 100 percent
MERRILL LYNCH & CO.
The date of this Pricing Supplement is March 29, 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.
Ths 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.: 207
2. Aggregate Principal Amount: US$10,000,000
3. Issue Price: 100 percent
4. Issue Date: March 30, 2000
5. Form of Notes Registered only
(Condition 1(a)):
6. Authorized Denomination(s) US$1,000 and integral multiples of
(Condition 1(b)): US$1,000 in excess thereof
7. Specified Currency United States dollars (US$)
(Condition 1(d)):
8. Maturity Date
(Conditions 1(a) and 6(a); Fixed
Interest Rate): March 30, 2015
9. Interest Basis
(Condition 5): Fixed Interest Rate (Condition 5(I))
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10. Fixed Interest Rate
(Condition 5(I)):
(a) Calculation Amount: Principal Amount
(b) Interest Rate: 7.75 percent per annum
(c) Fixed Rate Interest Payment The 30th of each March and September,
Date(s): commencing on September 30, 2000
(d)Fixed Rate Day Count 30/360, as provided in Condition 5(I)(b)
Fraction:
11. Relevant Financial Center: New York
12. Relevant Business Day: New York and London
13. Issuer's Optional Redemption: Yes
(a) Notice Period: Not less than 10 New York Business Days
For the avoidance of doubt, New York
Business Days means a day on which banks
and foreign exchange markets are open
for business in New York
(b) Amount: All (and not less than all)
(c) Date(s): On the 30th of each March and September,
commencing March 30, 2001
(d) Early Redemption Amount
(Bank): Principal Amount
14. Redemption at the Option of the
Noteholders: No
15. Early Redemption Amount
(Condition 9): Principal Amount plus accrued interest
16. Governing Law: New York
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OTHER RELEVANT TERMS
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1. Listing (if yes, specify Stock
Exchange): None
2. Details of Clearance System DTC
Approved by the Bank and the
Global Agent and Clearance and
Settlement Procedures:
3. Syndicated: No
4. Commissions and Concessions: 1.00 percent of Aggregate Principal Amount
5. Codes:
(a) Common Code: 11001106
(b) ISIN: US 45905UBF0 3
(c) CUSIP: 45905UBF0
6. Identity of Dealer(s)/Manager(s): Merrill Lynch, Pierce, Fenner & Smith
Incorporated
7. Provisions for Registered Notes:
(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
(c) Other Registered Global
Notes: No
8. Other Address at which Bank
Information Available: None
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GENERAL INFORMATION
The Bank's latest Information Statement was issued on September 16,
1999.
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:__________________________________
Authorized Officer
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INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
1818 H Street, NW
Washington, DC 20433
GLOBAL AGENT
Citibank, N.A.
P.O. Box 18055
Carmelite Street
London EC4Y 0PA
LEGAL ADVISORS TO THE MANAGERS
Sullivan & Cromwell
1701 Pennsylvania Avenue, NW
Washington, DC 20006
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EXHIBIT B
TERMS AGREEMENT NO. 207 UNDER
THE FACILITY
March 29, 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$10,000,000 Callable 7.75 percent Notes due 2015 (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 March 30, 2000 (the "Settlement
Date") at an aggregate purchase price of US$9,900,000 (which is 99.00% 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 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.
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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 1.00 percent
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 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.
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, NY 10281
Attention: Transaction Management Group
Telephone: 212-449-7476
Fax: 212-449-2331
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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
