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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.$2,000,000,000 6.75% Global Notes due 6 March, 2002
Filed pursuant to Rule 3 of Regulation BW
Dated: March 1, 2000
<PAGE>
The following information regarding the U.S.$2,000,000,000 6.75%
Global Notes due 6 March, 2002 (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) U.S.$2,000,000,000 6.75% Global Notes due 6 March, 2002.
(b) The interest rate will be 6.75%, payable semi-annually.
(c) Maturing March 6, 2002. 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) Federal Reserve Bank of New York, 33 Liberty Street, New York,
New York, 10045.
Item 2. DISTRIBUTION OF OBLIGATIONS
As of February 29, 2000, the Bank entered into a Terms Agreement (a
copy of which is attached as Exhibit B) with Goldman Sachs & Co., Credit
Suisse First Boston Corporation,
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PaineWebber Incorporated, Charles Schwab & Co., Inc., and UBS AG, acting
through its division Warburg Dillon Read, (collectively, the
"Managers"), pursuant to which the Bank agreed to issue, and the
Managers agreed to purchase, a principal amount of the Notes aggregating
U.S. Dollar 2,000,000,000 at 99.783% of par, less commissions of
0.0625%. The Notes are offered for sale subject to issuance and
acceptance by the Managers and subject to prior sale. It is expected
that delivery of the Notes will be made on or about March 6, 2000.
The Terms Agreement provides that the obligations of the Managers 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 Managers propose to offer all the Notes to the public at the public
offering price of 99.783%.
Item 3. DISTRIBUTION SPREAD
<TABLE>
<CAPTION>
Price to Selling Discounts and Proceeds to the
Public Commissions Bank(1)
-------- --------------------- ----------------
<S> <C> <C>
Per Unit: 99.783% 0.0625% 99.7205%
Total: US$1,995,660,000 US$1,250,000 US$1,994,410,000
</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
B. Terms Agreement
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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.: 834
U.S.$2,000,000,000 6.75% Global Notes due 6 March, 2002
WARBURG DILLON READ
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
PAINEWEBBER
CHARLES SCHWAB & CO., INC.
The date of this Pricing Supplement is 29 February, 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 7 October,
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
Notes for such issue.
<TABLE>
<S> <C>
1. No.: 834
2. Aggregate Principal Amount: U.S.$2,000,000,000
3. Issue Price: 99.783 percent
4. Issue Date: 6 March, 2000
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 Denominations(s)
(Condition 1(b)): U.S.$1,000 and integral multiples of U.S.$1,000
in excess thereof
7. Specified Currency
(Condition 1(d)): United States dollars (U.S.$)
8. Maturity Date
(Conditions 1(a) and 6(a); Fixed
Interest Rate): 6 March, 2002
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9. Interest Basis
(Condition 5): Fixed Interest Rate
10. Fixed Interest Rate (Condition
5(I)):
(a) Interest Rate: 6.75 percent per annum
(b) Fixed Rate Interest Each 6 March and 6 September, commencing on 6
Payment Date(s): September, 2000 and ending on 6 March, 2002
11. Relevant Financial Center New York
12. Relevant Business Day New York
13. Issuer's Optional Redemption
(Condition 6(e)): No
14. Redemption at the Option of the
Noteholders (Condition 6(f)): No
15. Governing Law: New York
OTHER RELEVANT TERMS
1. Listing (if yes, specify Stock
Exchange): Luxembourg Stock Exchange
2. Details of Clearance System
Approved by the Bank and the
Global Agent and Clearance and
Settlement Procedures U.S. Federal Reserve Banks
Bookentry system; Euroclear;
Clearstream Banking, societe anonyme
3. Syndicated: Yes
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4. If Syndicated:
(a) Liability: Several and not joint
(b) Lead Managers: UBS AG, acting through its
Division Warburg Dillon Read
(c) Stabilizing Manager: UBS AG, acting through its
Division Warburg Dillon Read
5. Commissions and Concessions: 0.0125% combined management and underwriting
commission 0.0500% selling concession
6. Codes:
(a) Common Code: 010879973
(b) ISIN: US459056QC41
(c) CUSIP: 459056QC4
7. Identify of Dealer(s)/Manager(s):
UBS AG, acting through its
Division Warburg Dillon Read
Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
PaineWebber Incorporated
Charles Schwab & Co., Inc.
8. Other Address at which Bank
Information Available: None
</TABLE>
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<PAGE>
GENERAL INFORMATION
The Bank's latest Information Statement was based on 16
September, 1999.
SUPPLEMENTAL PROSPECTUS INFORMATION
The Prospectus is hereby supplemented with the following
information, which shall be deemed to be incorporated in, and to form part
of, the Prospectus.
In addition to traditional channels of distribution, the
Notes in their primary distribution are being offered through the facilities
of the Managers' internet sites where permitted under applicable law.
Certain persons participating in this offering may engage
in transactions that stabilize, maintain or otherwise affect the price of the
Notes including over-allotment, stabilizing and short-covering transactions
in such Notes, and the imposition of a penalty bid, in connection with the
offering.
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
/s/ Hiroshi Tsubota
By: ____________________________
Authorized Officer
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<PAGE>
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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EXHIBIT B
TERMS AGREEMENT NO. 834 UNDER
THE FACILITY
29 February, 2000
International Bank for Reconstruction
and Development
1818 H Street, N.W.
Washington, D.C. 20433
The undersigned agree to purchase from you (the "BANK") the
Bank's U.S.$2,000,000,000 6.75% Global Notes due 6 March, 2002 (the "Notes")
described in the Pricing Supplement, dated as of the date hereof in the form
of Annex I hereto (the "Pricing Supplement") at 11:00 a.m. New York time on 6
March, 2000 (the "Settlement Date") at an aggregate purchase price of
U.S.$1,994,410,000 (which is 99.7205% of the aggregate principal amount of
the Notes) on the terms set forth herein and in the Standard Provisions,
amended and restated as of 7 October, 1997, relating to the issuance of Notes
by the Bank (the "Standard Provisions"), incorporated herein by reference. In
so purchasing the Notes, each of 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 each 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. The
obligation of each of the undersigned to purchase Notes hereunder is further
subject to the receipt by the Lead Manager, on behalf of the Managers named
below, of a letter from each of Sullivan & Cromwell and Deloitte
<PAGE>
Touche Tohmatsu (International Firm) addressed to the Managers and giving the
Managers full benefit of the existing validity opinion or accountants' letter
(as the case may be) of such firm as of the respective date of such existing
validity opinion or accountants' letter.
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.
1. The Bank agrees that it will issue the Notes and the
Managers named below severally and not jointly agree
to purchase the Notes at the purchase price specified
above (being equal to the issue price of 99.783
percent less a management and underwriting fee of
0.0125 percent of the principal amount and a selling
concession of 0.0500 percent of the principal
amount).
The respective principal amounts of the Notes that
each of the Managers commits to underwrite are set
forth opposite their names below:
<TABLE>
<CAPTION>
NAME PRINCIPAL AMOUNT ($)
---- --------------------
<S> <C>
UBS AG, acting through its
division Warburg Dillon Read 1,600,000,000
Credit Suisse First Boston Corporation 100,000,000
Goldman, Sachs & Co. 100,000,000
PaineWebber Incorporated 100,000,000
Charles Schwab & Co., Inc. 100,000,000
</TABLE>
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/Warburg"); and
payment for the Notes shall be effected by transfer
of the purchase price specified above in immediately
2
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available funds to the Bank's account IBRD A-General
at the Federal Reserve Bank of New York, ABA #
021-081-383.
3. In accordance with the provisions of Section 4(e) of
the Standard Provisions, the Managers have appointed
the Lead Manager as Stabilizing Manager with respect
to this issue of Notes.
4. The Bank hereby appoints each of the undersigned as a
Dealer under the Standard Provisions solely for the
purpose of the issue of Notes to which this Terms
Agreement pertains. Each of 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. Each of the
undersigned acknowledges having received copies of
the documents listed in Exhibit A to the Standard
Provisions which it has requested.
5. In consideration of the Bank appointing each of the
undersigned as a Dealer solely with respect to this
issue of Notes, each of 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.
6. Each of 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 each of
the undersigned are as follows:
3
<PAGE>
c/o UBS AG, acting through its division Warburg
Dillon Read
100 Liverpool Street
London EC2M 2RH
England
Attention: Transactions Legal Department
Telephone: 44171-567-2308
Fax: 44171-567-2364
7. If a default occurs with respect to one or more of
the several underwriting commitments to purchase any
Notes under this Terms Agreement, Managers who have
not defaulted with respect to their respective
several underwriting commitments will take up and pay
for, as nearly as practicable in proportion to their
respective several underwriting commitments, Notes as
to which such default occurred, up to but not
exceeding in the aggregate 20% of the principal
amount of the Notes for which the non-defaulting
Managers were originally committed; provided,
however, that if the aggregate principal amount of
Notes as to which such default occurred exceeds
16.667% of the principal amount of the Notes, the
non-defaulting Managers shall be entitled to
terminate this Terms Agreement without any liability
on the part of any non-defaulting Managers. Nothing
herein will relieve a defaulting Manager from
liability for its default.
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.
4
<PAGE>
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.
UBS AG, acting through its
division WARBURG DILLON READ
CREDIT SUISSE FIRST BOSTON
CORPORATION
GOLDMAN, SACHS & CO.
PAINEWEBBER INCORPORATED
CHARLES SCHWAB & CO., INC.
(the "Managers")
By: UBS AG, acting through its
division WARBURG DILLON READ
(the "Lead Manager")
By: _______________________________
(Authorized Signatory)
CONFIRMED AND ACCEPTED, as of the
date first written above:
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:_______________________________
(Authorized Signatory)
5
