<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
U.S.$ 100,000,000 Zero Coupon Notes due May 1, 2030
Filed pursuant to Rule 3 of Regulation BW
Dated: May 16, 2000
<PAGE>
The following information regarding the U.S.$ 100,000,000 Zero Coupon
Notes due May 1, 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, 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.$ 100,000,000 Zero Coupon Notes due May 1, 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
The Bank will enter into a Terms Agreement with Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Manager"), pursuant to which the Bank will
agree to issue, and the Manager will agree to purchase, a principal amount of
the Notes aggregating U.S.$ 100,000,000 at 11.611514% of par, less commissions
of 0.10%. The Notes will be offered
<PAGE>
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
None
- --------
(1) Without deducting expenses of the Bank, which are not yet known.
