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International Bank for Reconstruction & Development – ‘BW-3’ on 12/10/02

On:  Tuesday, 12/10/02, at 10:17am ET   ·   Effective:  12/10/02   ·   Accession #:  1047469-2-6328   ·   File #:  83-00003

Previous ‘BW-3’:  ‘BW-3’ on 12/9/02   ·   Latest ‘BW-3’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/10/02  Int’l Bank for Reconstructio… Dev BW-3       12/10/02    1:22K                                    Merrill Corp/New/FA

Distribution of Primary Obligations Report by the International Bank for Reconstruction and Development (World Bank)   —   Reg. BW – Rule 3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: BW-3        Distribution of Primary Obligations Report by the     14     48K 
                          International Bank for Reconstruction                  
                          and Development (World Bank)                           


Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
2Item 1. Description of Obligations
3Item 2. Distribution of Obligations
"Item 3. Distribution Spread
"Item 4. Discounts and Commissions to Sub-Underwriters and Dealers
"Item 5. Other Expenses of Distribution
"Item 6. Application of Proceeds
"Item 7. Exhibits
4Pricing Supplement
"Morgan Stanley
5Terms and Conditions
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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. Dollar 25,000,000 Callable Variable Interest Rate Range Notes of 2002, due December 10, 2012 Filed pursuant to Rule 3 of Regulation BW Dated: December 9, 2002
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The following information regarding the U.S. Dollar 25,000,000 Callable Variable Interest Rate Range Notes due December 10, 2012 (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, in the form of a Pricing Supplement relating to the Notes (the "Pricing Supplement"), attached hereto as Exhibit A, and Exchange Commission and in the form of an Information Statement (the "Information Statement"), the most recent version of which (dated September 17, 2002) is already on file with the Securities and Exchange Commission. Item 1. DESCRIPTION OF OBLIGATIONS (a) U.S. Dollar 25,000,000 Callable Variable Interest Rate Range Notes due December 10, 2012. (b) The interest rate shall be 7.00 percent accruing on each day that the 6-month USD LIBOR is within the applicable accrual range. The accrual range will be from zero to 4.00 percent for the period from December 10, 2002 to December 10, 2004, zero to 5.00 percent for the period from December 10, 2004 to December 10, 2006, zero to 6.00 percent for the period from December 10, 2006 to December 10, 2008, zero to 7.00 percent for the period from December 10, 2008 to December 10, 2012. Interest payment dates will be each June 10 and December 10, commencing on June 10, 2003 and ending on December 10, 2012. (c) Maturing December 10, 2012. 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 by the Bank at par on each June 10 and December 10, commencing on December 10, 2003 and ending on June 10, 2012, with 10 London and 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.
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(i) Citibank, N.A., 5 Carmelite Street, London EC4Y 0PA, England. Item 2. DISTRIBUTION OF OBLIGATIONS As of December 6, 2002, the Bank entered into a Terms Agreement with Morgan Stanley & Co. International Ltd. 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 USD 25,000,000 at 100.00% of par. The Notes will be offered for sale subject to issuance and acceptance by the Manager and subject to prior sale. Delivery of the Notes is expected to be made on or about December 10, 2002. 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. Item 3. DISTRIBUTION SPREAD [Download Table] Price to Selling Discounts Proceeds to the Public and Commissions Bank(1) ------- --------------- ---- Per Unit: 100.00% N/A 100.00% Total: USD 25,000,000 N/A USD 25,000,000 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 December 6, 2002 B. Terms Agreement dated December 6, 2002 -------- (1) Without deducting expenses of the Bank, which are not yet known.
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EXHIBIT A PRICING SUPPLEMENT [WORLD BANK LOGO] INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT GLOBAL DEBT ISSUANCE FACILITY NO. 2456 US$25,000,000 CALLABLE FIXED RATE / VARIABLE INTEREST RATE RANGE NOTES DUE DECEMBER 10, 2012 MORGAN STANLEY THE DATE OF THIS PRICING SUPPLEMENT IS 6 DECEMBER 2002
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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. 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: [Enlarge/Download Table] 1 No.: 2456 2 Aggregate Principal Amount: US$25,000,000 3 Issue Price: 100.00 per cent. of the Aggregate Principal Amount 4 Issue Date: December 10, 2002 5 Form of Notes (Condition 1(a)): Registered Notes only 6 Authorized Denominations US$1,000 (Condition 1(b)): 7 Specified Currency (Condition 1(d)): United States dollars ("US$") 8 Maturity Date (Conditions 1(a) and 6(a)): December 10, 2012 9 Interest Basis (Condition 5): From and including December 10, 2002 to but excluding December 10, 2003: Fixed Interest Rate (Condition 5(I)) From and including December 10, 2003 to but excluding December 10, 2012: Variable Interest Rate (Condition 5(II)) 10 Fixed Interest Rate (Condition 5(I)): (a) Interest Rate: 7.00 per cent. per annum (b) Fixed Rate Interest Payment Date(s): June 10, 2003 and December 10, 2003 (c) Fixed Rate Day Count Fraction: Actual/Actual (meaning the actual number of days in the relevant Interest Period divided by 365 (or if any portion of the relevant Interest Period falling in a leap year, the sum of (i) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (ii) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365) 1
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[Enlarge/Download Table] 11 Basis of Calculation of Variable Interest Rate and Interest Payment Dates and default interest where Condition 5(II)(b)(i) to (vii), 5(II)(c), 5(II)(d) and 5(II)(e) do not apply (Condition 5(II)(b)): (a) Calculation of Interest Amounts: The Interest Amount per Authorized Denomination shall be determined by the Calculation Agent in accordance with the following formula: 7.00% X (N/(2 X M)) X AUTHORIZED DENOMINATION Where: "N" is the total number of days in respect of each relevant Interest Period on which the Reference Rate is within the Accrual Range as determined by the Calculation Agent. "M" is the total number of days in the relevant Interest Period, as determined by the Calculation Agent. "REFERENCE RATE" for any day in the Interest Period means 6 month US$ LIBOR, being the rate for deposits in US$ for a period of six months which appears on the Moneyline/Telerate Page 3750 (or such other page that may replace that page on that service or a successor service) at 11.00 a.m. London time on the fifth Relevant Business Day prior to such day. If such rate does not appear at the time and day designated above in respect of any day in the Interest Period, the Calculation Agent shall determine the Relevant Rate by requesting the principal London office of each of four major banks in the London interbank market (the "REFERENCE BANKS") to provide a quotation for the rate at which deposits in US$ dollars were offered to prime banks in the London interbank market for a period of 6 months at approximately 11:00 a.m. London time on the fifth Relevant Business Day prior to such day. If at least two such quotations are provided, the Relevant Rate will be the arithmetic mean of the quotations. If only one such quotation is provided, the Calculation Agent may determine that such quotation shall be the Relevant Rate. If no 2
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[Enlarge/Download Table] such quotations are provided, and the Calculation Agent determines in its sole discretion that no suitable replacement Reference Banks who are prepared to quote are available, the Calculation Agent shall be entitled to calculate the Relevant Rate in its sole discretion, acting in good faith and in a commercially reasonable manner. "ACCRUAL RANGE" means: for each Interest Period within the period from and including December 10, 2003 to but excluding December 10, 2004, greater than zero per cent. but less than or equal to 4.00 per cent.; for each Interest Period within the period from and including December 10, 2004 to but excluding December 10, 2006, greater than zero per cent. but less than or equal to 5.00 per cent.; for each Interest Period within the period from and including December 10, 2006 to but excluding December 10, 2008, greater than zero per cent. but less than or equal to 6.00 per cent.; and for each Interest Period within the period from and including December 10, 2008 to but excluding December 10, 2012, greater than zero per cent. but less than or equal to 7.00 per cent. ROUNDING In applying the formula described above in respect of the Interest Amount, the Calculation Agent shall round the result of: 7.00% X (N/(2 X M)) to the nearest one-hundred thousandth of one per cent. prior to multiplying that result by the Authorized Denomination. (b) Interest Payment Dates: June 10 and December 10 of each year commencing on June 10, 2004 and ending on the Maturity Date (c) Calculation Agent: Citibank, N.A. 12 Relevant Financial Centre: New York 13 Relevant Business Day: New York and London 3
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[Enlarge/Download Table] 14 Issuer's Optional Redemption Yes (Condition 6(e)): (a) Notice Period: Not less than 10 Relevant Business Days (b) Amount: All and not less than all (c) Date(s): The Fixed Rate Interest Payment Date on December 10, 2003 and each Interest Payment Date commencing on June 10, 2004 and ending on June 10, 2012 (d) Early Redemption Amount (Bank): Principal amount of the Notes to be redeemed (e) Notices: As long as the Notes are represented by a DTC Global Note and the DTC Global Note is being held on behalf of a clearing system, notwithstanding Condition 13, notices to Noteholders may be given by delivery of the relevant notice to that clearing system for communication by it to entitled accountholders, provided that so long as the Notes are listed on the Luxembourg Stock Exchange, and the rules of the exchange so require, notice shall be published in a leading daily newspaper in either French or German language and of general circulation in Luxembourg Any notice delivered to a clearing system in accordance with the preceding sentence shall be deemed to have been given to the Noteholders on the day on which such notice is delivered to the clearing system 15 Redemption at the option of the Noteholders No (Condition 6(f)): 16 Long Maturity Note (Condition 7(f)): No 17 Talons for Future Coupons to be attached to No Definitive Bearer Notes (Condition 7(h)): 18 Early Redemption Amount (including accrued Principal amount of the Notes to be redeemed interest, if applicable) (Condition 9): plus accrued interest thereon 19 Governing Law of the Notes: English 4
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OTHER RELEVANT TERMS [Enlarge/Download Table] 1 Listing (if yes, specify Stock Exchange Luxembourg Stock Exchange Exchange): 2 Details of Clearance System approved by the Bank DTC, Clearstream Banking, societe anonyme and and the Global Agent and Clearance and Euroclear Bank S.A./N.V., as operator of the Settlement Procedures: Euroclear System. Payment for the Notes will be on a delivery versus payment basis 3 Syndicated: No 4 Commissions and Concessions: None 5 Codes: (a) CUSIP 45905UCN2 (b) ISIN US45905UCN28 (c) Common Code 015845481 6 Identity of Dealer(s)/Manager(s): Morgan Stanley & Co. International Limited 7 Provisions for Registered Notes: (a) Individual Definitive Registered Notes No. Interests in the DTCGlobal Note will be Available on Issue Date: 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 GENERAL INFORMATION The Bank's latest Information Statement was issued on September 17, 2002 The following additional selling restrictions shall apply to the issue: United Kingdom: Each Dealer is required to comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom 5
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INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By: Authorized Officer 6
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INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT 1818 H Street, NW Washington, D.C. 20433 GLOBAL AGENT CITIBANK, N.A. P.O. Box 18055 5 Carmelite Street London EC4Y 0PA CALCULATION AGENT CITIBANK, N.A. P.O. Box 18055 5 Carmelite Street London EC4Y 0PA LISTING AND SPECIAL AGENT AND PAYING AGENT BNP PARIBAS SECURITIES SERVICES 23, Avenue de la Porte-Neuve L-2085 Luxembourg LEGAL ADVISERS TO THE MANAGER LINKLATERS One Silk Street London EC2Y 8HQ 7
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EXHIBIT B TERMS AGREEMENT NO. 2456 UNDER THE GLOBAL DEBT ISSUANCE FACILITY December 6, 2002 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 Fixed Rate / Variable Interest Rate Range Notes due December 10, 2012 (the "NOTES") described in the Pricing Supplement relating thereto and dated as of the date hereof (the "PRICING SUPPLEMENT") at 11.00 a.m. (New York time) on December 10, 2002 (the "SETTLEMENT DATE") at an aggregate purchase price of US$25,000,000 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 dated October 7, 1997 the Pricing Supplement and the Standard Provisions shall have the same meaning when used herein. The Bank represents and warrants to the undersigned 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. The following terms shall apply to the offering: 1 The Bank agrees that it will issue the Notes and Morgan Stanley & Co. International Limited ("MORGAN STANLEY") agrees to purchase the Notes at the purchase price specified above (being equal to the issue price of 100.00 per cent. of the aggregate principal amount of the Notes). 1
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2 The purchase price specified above will be paid on the Settlement Date by Morgan Stanley (against delivery of the Notes to an account designated by Morgan Stanley) to Citibank, N.A. (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 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. 6 For purposes hereof, the notice details of the undersigned are as follows: Morgan Stanley & Co. International Limited 25 Cabot Square Canary Wharf London E14 4QA Attention: Head of Transaction Management Group - Debt Capital Markets Telephone: +44 (0)20 7677 7799 Telex: 8812564 MORSTN G Fax: +44 (0)20 7677 7999 7 All notices and other communications hereunder shall be in writing and shall be transmitted in accordance with Section 9 of the Standard Provisions. 8 This Terms Agreement shall be governed by, and construed in accordance with, the laws of England. 9 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. 2
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MORGAN STANLEY & CO. INTERNATIONAL LIMITED By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first written above: INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By: Name: Title: 3

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘BW-3’ Filing    Date First  Last      Other Filings
12/10/12112
6/10/1228
12/10/0827
12/10/0627
12/10/0427
6/10/0478
12/10/0328
6/10/0325
Filed on / Effective on:12/10/02212
12/9/021BW-3
12/6/02312
9/17/0229
10/7/97212
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Filing Submission 0001047469-02-006328   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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