Landesbank Rheinland-Pfalz

http://www.oblible.comOFFERING MEMORANDUM U.S.$ 300,000,000 LANDESBANK RHEINLAND-PFALZ LANDESBANK RHEINLAND-PFALZ - GIROZENTRALE - (established under Public Law of the State of Rheinland-Pfalz, a State of the Federal Republic of Germany) STEP-UP GLOBAL SUBORDINATED BONDS DUE 2028 Interest payable February 23 and &@ust 23 The Step-Up Global Subordinated Bonds due 2028 (the “Global Bonds”), in the aggregate principal amount of U.S.$300,000,000, will be issued by Landesbank Rheinland-PfaZz -GiroaentraZe- (the ‘Zandesbank”). The Global Bonds will bear interest from and including February 23, 1998 until and including February 22, 2000 at the rate of 5% per annum and from and including February 23, 2000 at the rate of ‘67’s% per annum, payable semi-annually in arrears on February 23 and August 23 of each year commencing on August 23, 1998. Payments with respect to the Global Bonds are to be made by the Landesbank in the legal tender of the United States of America (the “U.S. doZZar”) and without deduction of German withholding taxes, unless otherwise required by law. See “Terms and Conditions of the Global Bonds - Payments”. Initially, the Global Bonds will represent senior obligations of the Landesbank. The Landesbank may, at its option, at any time, convert the Global Bonds into subordinated obligations of the Landesbank. The Landesbank currently expects that such conversion will take place within six months afer the date of issueof the GZobal Bonds. Upon such conversion the Global Bonds will represent direct, unconditional, unsecured and subordinated obligations of the Landesbank. The Global Bonds will rank pari possu and without any preference among themselves and pari passu with all other unsecured subordinated obligations Ofthe Landesbank. The GZobaZ Bonds may be redeemed in whole, but not in part, by the Landesbank at any time at par plus accrued interest in the event of certain changes involving taxation in respect of the Global Bonds. See “Terms and Conditions of the Global Bonds - Taxes”. The Global Bonds will be governed by German law and will be represented by two permanent global certificates in registered form. The Global Bonds may be transferred in book-entry form only. The permanent global certificates will not be exchangeable for definitive securities. The Depository Trust Company (“OTC”), through its custodian, Deutsche Bank AG, New York Branch, will hold the permanent global certificate in registered form representing the Global Bonds sold in the United States in reliance on Rule 44d. Deutsche Bank &ctiengesellschaft, Frankfurt am J&a& (“Deutsche Bank AG”), as common depositary, will hold for the account of the operator of Euroclear System (‘%uroclear”) and Cede1 Bank, soci8tB anonyme (“Cedel”) the permanent global certificate in registered form representing the Global Bonds sold in offshore transactions outside the United States in reliance on Regulation X under the Securities Act. The Global Bonds are offered, subject to prior sale, when, as and if accepted by the Underwriter and subject to approual of certain legal matters by Xhearman 4 Xterling, counsel for the Underwriter. It is expected that delivery of the Global Bonds will be made on or about February 23,199S through the book-entry facilities of DTC against payment therefor in immediately available funds. Application has been made to list the Global Bonds on the Luxembourg Stock Exchange. THE GLOBAL BONDS HAVE NOT BEEN AND wm. NOT BE REGISTERED UNDER THE us. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE UNDERWRITERS HAVE AGREED THAT THE GLOBAL BONDS MAY NOT BE OFFERED OR SOLD EXCEPT (I) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (II) TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) IN ACCORDANCE WITH RULE 144A. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON RESALE OR TRANSFER, SEE “TRANSFER RESTRICTIONS.” PRICE 100.353 MORGAN STANLEY DEAN WITTER http://www.oblible.com The Landesbank cor&ms that to the best of its knowledge the information contained in this Offering Circular is true and accurate in all material respects and that there are no other facts the omission of which would, in the context of the offering of the Global Bonds, make any statement in this Offering Circular misleading in any material respect. No person is authorized to give any information or to make any representation other than those contained in this Offering Circular and, if given or made, such information or representation must not be relied upon as having been authorized. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of any offer to buy such securities by any person in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Landesbank or the Landesbank and its consolidated subsidiaries taken as whole since the date hereof or that the information contained herein is correct as of any time subsequent to the date hereof. This document is not an invitation to subscribe or purchase any securities of the Landesbank in any jurisdiction in which such invitation is not authorized or to any person to whom it is unlawful to make such invitation. The distribution of this document and the offering or sale of the Global Bonds in certain jurisdictions is restricted by law. Persons into whose possession this document may come are required by the Underwriter and the Landesbank to inform themselves about and to observe any such restrictions. This document may not be used for or in connection with any offer to, or solicitation by, anyone in any jurisdiction or in any circumstances where such offer or solicitation is not authorized or is unlawful. The Global Bonds have not been registered with, recommended by or approved by the U.S. Securities and Exchange Commission or any other federal or state securities commission or regulatory authority of or in the United States, nor has any such authority reviewed or passed upon the accuracy or adequacy of this Offering Circular. Any representation to the contrary is a criminal offense under the laws of the United States. Each purchaser of Global Bonds offered hereby in reliance on Rule 144A under the Securities Act will be deemed to have made certain acknowledgmen-ts, representations and agreements as set forth under “Transfer Restrictions”. This Offering Circular is personal to each offeree and is being provided for informational use solely in connection with the consideration of the purchase of the Global Bonds. Accordingly, its use for any other purpose is not authorized and it may not be copied or reproduced in whole or in part, nor may it be distributed or any of its contents be disclosed to anyone other than such offeree and those persons, if any, retained by such offeree to advise such offeree with respect thereto. The Landesbank has not authorized any offer of Global Bonds to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (the “Regulations”). See “Underwriting”. Notice to New Hampshire Residents NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTE WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMP- SHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MIS- LEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEP- TION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICA- TIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPEC- TIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. 2 TABLEOFCONTENTS Page PRESENTATION OF INFORMATION. , . , , . : . : . -. .‘, . 3 SUMMARY................................................... :,.................~..... 4 THEOFFERING . ..a.. :a‘..: . 1 s............’ . ..a.... ,..: . 7 CAPITALIZATION . L...‘.,‘..... I.,,.. I . :; . ..,...............: .. 9 USEOFPROCEEDS ..,.... i.:.: . ..a. ,;..#.I u..............; . .‘ ....:...:‘-9 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, . ,. , , , ,. , . , , . , . : . , . , , : .. ~ . .. 10 DESCRIPTION, OF THE GROUP . , , . :. , . , . ., . ,. .. 24 REGULATION AND SUPERVISION OF THE LANDESBANK , : . .‘. 40 ESTABLISHING ENTITIES. : . , :.-. , , . ; . , . ‘. : . 49 LIABILITY FOR THE. OBLIGATIONS OF THE LANDESBANK . : . i . 51 THE MUNICIPALITIES AND COUNTIES , , , . , , . , . , . , . , 57 THE STATES OF RHEiNLANDiPFALZ, NORDRHEIN-WESTFALEN”AND BADEN-WURT-TEMBERG . ..1................................................... 65 TERMS AND CONDJTIONS OF THE GLOBAL BONDS . ,.I. _ . ,. 83 CLEARING AND SETTLEMENT . , . , . ., . 89 TRANSFER RESTRICTIONS . , , .

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