<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
US$25,000,000 Callable 8.00 percent Notes due May 22, 2015
Filed pursuant to Rule 3 of Regulation BW
Dated: May 19, 2000
<PAGE>
The following information regarding the US$25,000,000 Callable 8.00 percent
Notes due May 22, 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 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$25,000,000 Callable 8.00 percent Notes due May 22, 2015,
issued on May 22, 2000.
(b) The interest rate will be 8.00 percent per annum, payable
semi-annually on the 22nd of each May and November, commencing on
November 22, 2000.
(c) Maturing May 22, 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 will be callable at par on the 22nd of each May and
November, commencing on May 22, 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.
Item 2. DISTRIBUTION OF OBLIGATIONS
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As of May 18, 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
US$25,000,000 at 100%, less commissions of 1.00%. The Notes will be offered for
sale subject to issuance and acceptance by the Manager and subject to prior
sale. It is expected that delivery of the Notes will be made on or about May 22,
2000.
The Terms Agreement provides that the obligations of the Manager are
subject to certain conditions, including the continued accuracy of the Bank's
representations and warranties set forth in the Bank's Standard Provisions
relating to the issuance of notes under the Global Debt Issuance Facility (the
"Standard Provisions"), the most recent version of which (dated as of October 7,
1997) is already on file with the Securities and Exchange Commission.
The Manager proposes to offer all the Notes to the public at the public
offering price of 100%.
Item 3. DISTRIBUTION SPREAD
<TABLE>
<CAPTION>
Price to Selling Discounts AND Proceeds to the
PUBLIC COMMISSIONS BANK(1)
-------- --------------------- ------------------
<S> <C> <C>
Per Unit: 100% 1.00% 99.00%
Total: US$ 25,000,000 USD 250,000 US$24,750,000
</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 18, 2000.
B. Terms Agreement dated May 18, 2000.
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(1) Without deducting expenses of the Bank, which are not yet known.
<PAGE>
EXHIBIT A
PRICING SUPPLEMENT
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
GLOBAL DEBT ISSUANCE FACILITY
No: 213
US$25,000,000
CALLABLE 8.00 PERCENT NOTES DUE MAY 22, 2015
Issue Price: 100 percent
MERRILL LYNCH & CO.
The date of this Pricing Supplement is May 18, 2000.
<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>
<CAPTION>
<S> <C>
1. No.: 213
2. Aggregate Principal Amount: US$25,000,000
3. Issue Price: 100 percent
4. Issue Date: May 22, 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 May 22, 2015
(Conditions 1(a) and 6(a); Fixed
Interest Rate):
9. Interest Basis Fixed Interest Rate (Condition 5(I))
(Condition 5):
10. Fixed Interest Rate
(Condition 5(I)):
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(a) Calculation Amount: Principal Amount
(b) Interest Rate: 8.00 percent per annum
(c) Fixed Rate Interest The 22nd of each May and November,
Payment Date(s): commencing on November 22, 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
13. Issuer's Optional Redemption: Yes
(a) Notice Period: Not less than 10 Relevant Business Days
(b) Amount: All (and not less than all)
(c) Date(s): On the 22nd of each May and November,
commencing on May 22, 2001
(d) Early Redemption Amount Principal Amount
(Bank):
14. Redemption at the Option of the No
Noteholders:
15. Early Redemption Amount (Condition 9): Principal Amount plus accrued interest
16. Governing Law: New York
OTHER RELEVANT TERMS
1. Listing (if yes, specify Stock None
Exchange):
2. Details of Clearance System
Approved by the Bank and the
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<PAGE>
Global Agent and Clearance DTC
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 45905UBG8 5
(c) CUSIP: 45905UBG8
6. Identity of Dealer(s)/Manager(s): Merrill Lynch, Pierce, Fenner & Smith
Incorporated
7. Provisions for Registered Notes:
(a) Individual Definitive No. Interests in the DTC Global Note will
Registered Notes Available be exchangeable for Definitive Registered
on Issue Date: Notes only in the limited circumstances
described in the Prospectus.
(b) DTC Global Note(s): Yes; one
(c) Other Registered Global No
Notes:
8. Other Address at which Bank None
Information Available:
</TABLE>
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<PAGE>
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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<PAGE>
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
-6-
<PAGE>
EXHIBIT B
TERMS AGREEMENT NO. 213 UNDER
THE FACILITY
May 18, 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$25,000,000 Callable 8.00 percent Notes due May 22, 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 May 22, 2000 (the "Settlement Date")
at an aggregate purchase price of US$24,750,000 (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.
<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 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
<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 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
