Filed Pursuant to Rule 424(b)(5)
Registration No. 333-113450
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 5, 2004
[REPUBLIC OF THE PHILIPPINES LOGO]
US$500,000,000
REPUBLIC OF THE PHILIPPINES
8.875% GLOBAL BONDS DUE 2015
----------------------
The Republic will pay interest on the global bonds each March 17 and September
17. The first interest payment on the global bonds will be made on September 17,
2004. The Republic may not redeem the global bonds prior to their maturity.
The global bonds will be designated Collective Action Securities, and, as such,
will contain provisions regarding certain aspects of default, acceleration,
voting on amendments, modifications, changes, waivers and future issues of
global bonds that differ from those applicable to most of the Republic's
outstanding External Public Indebtedness. Under these provisions, which are
described in the section entitled "Collective Action Securities" on page 107 of
the attached prospectus dated February 5, 2004, the Republic may, among other
things, amend the payment provisions of the global bonds and certain other
material terms with the consent of the holders of not less than 75% of the
aggregate principal amount of the outstanding global bonds.
The offering of the global bonds is conditional on the receipt of certain
approvals of the Monetary Board of the Bangko Sentral ng Pilipinas, the central
bank of the Republic.
The global bonds are being offered globally for sale in the jurisdictions where
it is lawful to make such offers and sales. We have applied to list the global
bonds on the Luxembourg Stock Exchange. We cannot guarantee that the application
to the Luxembourg Stock Exchange will be approved, and settlement of the global
bonds is not conditional on obtaining the listing.
We expect to deliver the global bonds to investors in registered book-entry form
only through the facilities of The Depository Trust Company, Clearstream
Banking, societe anonyme, and Euroclear Bank, S.A./N.V., as operator of the
Euroclear System, on or about March 17, 2004.
----------------------
<Table>
<Caption>
PER BOND TOTAL
-------- --------------
Price to investors...................................... 99.138% US$495,690,000
Underwriting discounts and commissions.................. 0.080% US$ 400,000
Proceeds, before expenses, to the Republic.............. 99.058% US$495,290,000
</Table>
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------
Joint Lead Managers and Joint Bookrunners
CREDIT SUISSE FIRST BOSTON HSBC UBS INVESTMENT BANK
----------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 10, 2004
TABLE OF CONTENTS
<Table>
<Caption>
PROSPECTUS SUPPLEMENT PAGES
- ------------------------------------- -----
INTRODUCTORY STATEMENTS.............. S-3
SUMMARY OF THE OFFERING.............. S-4
USE OF PROCEEDS...................... S-7
RECENT DEVELOPMENTS.................. S-8
DESCRIPTION OF THE GLOBAL BONDS...... S-10
GLOBAL CLEARANCE AND SETTLEMENT...... S-13
TAXATION............................. S-16
UNDERWRITING......................... S-18
LEGAL MATTERS........................ S-21
GENERAL INFORMATION.................. S-21
</Table>
<Table>
<Caption>
PROSPECTUS PAGES
- ------------------------------------- -----
CERTAIN DEFINED TERMS AND
CONVENTIONS........................ 2
FORWARD LOOKING STATEMENTS........... 2
DATA DISSEMINATION................... 3
USE OF PROCEEDS...................... 3
PROSPECTUS SUMMARY................... 4
REPUBLIC OF THE PHILIPPINES.......... 9
DESCRIPTION OF THE SECURITIES........ 96
COLLECTIVE ACTION SECURITIES......... 107
TAXATION............................. 111
PLAN OF DISTRIBUTION................. 119
VALIDITY OF THE SECURITIES........... 120
AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES...................... 120
EXPERTS; OFFICIAL STATEMENTS AND
DOCUMENTS.......................... 120
FURTHER INFORMATION.................. 120
DEBT TABLES OF THE REPUBLIC OF THE
PHILIPPINES........................ T-1
</Table>
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YOU SHOULD READ THIS PROSPECTUS SUPPLEMENT ALONG WITH THE ATTACHED
PROSPECTUS THAT ACCOMPANIES IT. YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE IN THIS DOCUMENT AND THE ACCOMPANYING
PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT
IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE
SECURITIES. THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS MAY ONLY BE ACCURATE AS OF THE DATE OF THIS PROSPECTUS SUPPLEMENT OR
THE ACCOMPANYING PROSPECTUS, AS APPLICABLE. TERMS USED HEREIN BUT NOT OTHERWISE
DEFINED SHALL HAVE THE MEANING GIVEN TO THEM IN THE PROSPECTUS THAT ACCOMPANIES
THIS PROSPECTUS SUPPLEMENT.
------------------------
INTRODUCTORY STATEMENTS
The Republic accepts responsibility for the information that is contained
in this prospectus supplement and the prospectus that accompanies it. To the
best of the knowledge and belief of the Republic (which has taken all reasonable
care to ensure that such is the case), the information contained in this
prospectus supplement and the accompanying prospectus is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The Republic is a foreign sovereign state. Consequently, it may be
difficult for you to obtain or realize upon judgments of courts in the United
States against the Republic. See "Description of the Securities -- Description
of the Debt Securities -- Jurisdiction and Enforceability" in the accompanying
prospectus.
The distribution of this prospectus supplement and the accompanying
prospectus and the offering of the global bonds may be legally restricted in
some countries. If you wish to distribute this prospectus supplement or the
accompanying prospectus, you should observe any applicable restrictions. This
prospectus supplement and the accompanying prospectus should not be considered
an offer, and it is prohibited to use them to make an offer, in any state or
country in which the making of the offering of the bonds is prohibited. For a
description of some restrictions on the offering and sale of the global bonds
and the distribution of this prospectus supplement and the accompanying
prospectus, see "Underwriting" on page S-18.
Unless otherwise indicated, all references in this prospectus supplement to
"Philippine pesos", "pesos" or "P" are to the lawful national currency of the
Philippines, those to "dollars", "US dollars" or "$" are to the lawful currency
of the United States of America and those to "SDR" are to Special Drawing Rights
of the International Monetary Fund.
All references in this prospectus supplement to (a) the "Republic" or the
"Philippines" are to the Republic of the Philippines, (b) the "Government" are
to the national government of the Philippines, (c) the "administration" are to
the current administration of President Gloria Macapagal-Arroyo and (d) "Bangko
Sentral" are to Bangko Sentral ng Pilipinas, the central bank of the
Philippines.
S-3
SUMMARY OF THE OFFERING
This summary highlights information contained elsewhere in this prospectus
supplement and the accompanying prospectus. You should read the entire
prospectus supplement and the accompanying prospectus carefully.
ISSUER........................ Republic of the Philippines.
BONDS......................... US$500,000,000 8.875% global bonds due 2015.
INTEREST...................... The global bonds will bear interest at 8.875%
from March 17, 2004, payable semi-annually in
arrears.
INTEREST PAYMENT DATES........ March 17 and September 17 of each year,
commencing September 17, 2004, payable to the
persons who are registered holders thereof at
the close of business on the preceding March 2
or September 2, as applicable, whether or not a
business day.
ISSUER REDEMPTION............. The Republic may not redeem the global bonds
prior to maturity.
STATUS OF BONDS............... The global bonds will be direct, unconditional,
unsecured and general obligations of the
Republic. Except as otherwise described, the
global bonds will at all times rank at least
equally among themselves and with all other
unsecured and unsubordinated External
Indebtedness (as defined in the accompanying
prospectus) of the Republic. The full faith and
credit of the Republic will be pledged for the
due and punctual payment of all principal and
interest on the global bonds. See "Description
of the Securities -- Description of Debt
Securities -- Status of Bonds" in the
accompanying prospectus.
NEGATIVE PLEDGE............... With certain exceptions, the Republic has
agreed that it will not create or permit to
subsist any Lien (as defined in the
accompanying prospectus) on its revenues or
assets to secure External Public Indebtedness
(as defined in the accompanying prospectus) of
the Republic, unless at the same time or prior
thereto, the global bonds are secured at least
equally and ratably with such External Public
Indebtedness. The international reserves of
Bangko Sentral ng Pilipinas ("Bangko Sentral")
represent substantially all of the official
gross international reserves of the Republic.
Because Bangko Sentral is an independent
entity, the Republic and Bangko Sentral believe
that the international reserves owned by Bangko
Sentral are not subject to the negative pledge
covenant in the global bonds and that Bangko
Sentral could in the future incur External
Public Indebtedness secured by such reserves
without securing amounts payable under the
global bonds. See "Description of the
Securities -- Description of Debt
Securities -- Negative Pledge Covenant" in the
accompanying prospectus.
TAXATION...................... The Republic will make all payments of
principal and interest in respect of the global
bonds free and clear of, and without
withholding or deducting, any present or future
taxes of any nature imposed by or within the
Republic, unless required by law. In that
event, the Republic will pay additional amounts
so that the holders of the global bonds receive
the amounts that would have been received by
them had no withholding or deduction been
required. See "Description of the
Securities -- Description of Debt Securities --
S-4
Additional Amounts" in the accompanying
prospectus. For a description of certain United
States tax aspects of the global bonds, see
"Taxation -- United States Tax Considerations"
in the accompanying prospectus, and
"Taxation -- United States Taxation".
COLLECTIVE ACTION CLAUSES..... The global bonds will contain provisions
regarding default, acceleration, voting on
amendments, modifications, changes, waivers and
future issues of global bonds that differ from
those applicable to most of the Republic's
outstanding External Public Indebtedness. Under
these provisions, which are described in the
section entitled "Collective Action Securities"
on page 107 of the attached prospectus dated
February 5, 2004, the Republic may, among other
things, amend the payment provisions of the
global bonds and certain other terms with the
consent of the holders of not less than 75% of
the aggregate principal amount of the
outstanding global bonds.
CROSS-DEFAULTS................ Events of default with respect to the global
bonds include (i) if the Republic fails to make
a payment of principal, premium, prepayment
charge or interest when due on any External
Public Indebtedness with a principal amount
equal to or greater than $25,000,000 or its
equivalent, and this failure continues beyond
the applicable grace period; or (ii) if any
External Public Indebtedness of the Republic or
the central monetary authority in principal
amount equal to or greater than $25,000,000 is
accelerated, other than by optional or
mandatory prepayment or redemption. See
"Collective Action Securities -- Events of
Default: Cross Default and Cross Acceleration"
in the accompanying prospectus.
LISTING....................... The Republic is offering the global bonds for
sale in the United States and elsewhere where
such offer and sale is permitted. The Republic
has applied to have the global bonds listed and
traded in accordance with the rules of the
Luxembourg Stock Exchange. The Republic cannot
guarantee that the application to the
Luxembourg Stock Exchange will be approved, and
settlement of the global bonds is not
conditional on obtaining the listing.
FORM, DENOMINATION AND
REGISTRATION.................. The global bonds will be issued in fully
registered form in minimum denominations of
$2,000 and integral multiples of $1,000 in
excess thereof. The global bonds will be
represented by one or more global securities
registered in the name of a depositary, its
nominee or a custodian. Beneficial interests in
the global securities will be shown on, and the
transfer thereof will be effected only through,
records maintained by the depositary and its
direct and indirect participants. Settlement of
all secondary market trading activity in the
global bonds will be made in immediately
available funds. See "Description of the
Securities -- Description of the Debt
Securities -- Global Securities" in the
accompanying prospectus.
FURTHER ISSUES................ The Republic may from time to time, without
notice to or the consent of the registered
holders of global bonds, issue further bonds
which will form a single series with the global
bonds. See
S-5
"Collective Action Securities -- Further Issues
of Debt Securities" in the accompanying
prospectus.
USE OF PROCEEDS............... The Republic will use the net proceeds from the
sale of the global bonds for the general
purposes of the Republic, including budgetary
support.
FISCAL AGENT.................. JPMorgan Chase Bank.
GOVERNING LAW................. The fiscal agency agreement and the global
bonds will be governed by and interpreted in
accordance with the laws of the State of New
York. The laws of the Republic will govern all
matters governing authorization and execution
of the global bonds by the Republic.
S-6
USE OF PROCEEDS
The Republic will use the net proceeds from the sale of the global bonds
for the general purposes of the Republic, including budgetary support.
S-7
RECENT DEVELOPMENTS
The information in this section supplements the information about the
Republic that is included in the accompanying prospectus dated February 5, 2004.
RECENT POLITICAL DEVELOPMENTS
INTERNAL CONFLICT WITH REBEL GROUPS. From February 11 through February 14,
2004, four days of formal peace talks were held in Oslo, Norway, between the
Government and the National Democratic Front ("NDF"), a political organization
closely aligned with the Communist Party of the Philippines (the "CPP") and the
New People's Army (the "NPA"). The two sides agreed to form a joint monitoring
committee to oversee implementation of a comprehensive agreement. On February
16, 2004, the NPA attacked policemen on patrol in the central province of
Masbate, Visayas. Eight policemen were killed and three others injured in the
ambush. However, the Government has stated that peace negotiations will continue
and are expected to resume in March 2004. Peace talks between the Government and
the Moro Islamic Liberation Front (the "MILF"), which have been delayed since
October 2003, are scheduled to resume in April 2004.
In late February 2004 approximately 2,300 Filipino soldiers trained with
approximately 2,600 US soldiers as part of an annual training exercise to deal
with external threats and terrorism.
RECENT ECONOMIC DEVELOPMENTS
RECENT ECONOMIC INDICATORS. The following table sets out the performance
of certain of the Republic's principal economic indicators for the specified
periods. Growth in GDP, GNP, inflation, exports, imports and domestic credit is
indicated on an annualized basis.
<Table>
<Caption>
2001 2002 2003
------ ---- ----
GDP growth (%).............................................. 3.0(1) 4.4(1) 4.5
GNP growth (%).............................................. 3.5(1) 4.5(1) 5.5
Inflation rate (%).......................................... 6.1(2) 3.1(2) 3.1(2)
Unemployment rate (%)....................................... 11.1(3) 11.4(3) 11.4(3)
91-day T-bill rate (%)...................................... 9.9(2) 5.4(2) 6.0(2)
External position
Balance of payments ($ million)........................... (192) 660 (783)(4)
Trade-in-goods balance/GNP (%)............................ (1.0) 0.5 (2.0)
Export growth (%)...................................... (16.2) 10.1 1.5
Import growth (%)...................................... (4.5) 6.2 5.7
External debt ($ billion)(5).............................. 52.4 53.9 56.3(6)
International reserves
Gross ($ billion)...................................... 15.7 16.2 16.9(6)
Net ($ billion)........................................ 11.4 12.8 13.8(6)
Months of retained imports(7).......................... 4.6 4.7 4.7(6)
Domestic credit growth (%).................................. 4.0 7.6 5.9(8)
</Table>
- ---------------
(1) GDP and GNP growth figures for 2001 and 2002 have recently been revised. See
"GDP and Major Financial Indicators -- Periodic Revisions to Philippine
National Accounts" in the accompanying prospectus.
(2) Full year average.
(3) Average of the January, April, July and October applicable statistics based
on the January, April, July and October labor force surveys for the relevant
year.
(4) First nine months of 2003.
(5) Debt approved by and registered with Bangko Sentral, which includes banking
system debt and public sector debt, whether or not guaranteed by the
Government, and private sector debt.
(6) As of December 31, 2003.
S-8
(7) Number of months of average imports of merchandise goods and payments of
services and income that can be financed by gross reserves.
(8) Growth from December 2002 to December 2003.
INFLATION. Inflation, measured year-on-year, remained unchanged at 3.4% in
February 2004, the same rate reported for January 2004, but higher than the 3.1%
rate recorded for February 2003. Still, the average rate for 2003 as a whole,
3.1%, remained unchanged from that for 2002 as a whole.
INTERNATIONAL RESERVES. The Republic's gross international reserves stood
at $16.1 billion as of January 31, 2004, lower than the $16.9 billion level of
reserves as of December 31, 2003 and lower than the $16.4 billion as of January
31, 2003. Reserves declined slightly from December 2003 to January 2004 because
of debt service requirements of the Government and Bangko Sentral. Gross
international reserves as of January 31, 2004 were adequate to cover 4.5 months
of imports of goods and payments of services and income. Alternatively, gross
international reserves were adequate to cover 2.8 times the Republic's
short-term external obligations based on original maturity or 1.4 times the
Republic's short-term external obligations based on residual maturity.
The Republic's net international reserves stood at $13.2 billion as of
January 31, 2004, lower than the $13.9 billion as of December 31, 2003.
MONEY SUPPLY. The Republic's money supply, as measured by domestic
liquidity, stood at P1.7 trillion as of December 31, 2003, representing an
increase of 4.3% from P1.67 trillion as of December 31, 2002. Domestic liquidity
stood at P1.7 trillion as of January 2004, a 4.1% increase year-on-year. The
increase is attributable to stable growth in the levels of domestic credit to
both the public and private sectors, particularly an increase in net foreign
assets in part due to foreign exchange inflows from overseas Filipino workers.
INTEREST RATES. Bangko Sentral's overnight borrowing and lending rates
(the "policy rates") currently stand at 6.75% and 9.0%, respectively. The policy
rates, which are set by Bangko Sentral's Monetary Board, have remained unchanged
since July 2003. The Monetary Board expects that inflation will remain stable in
2004, and believes that the current policy rates are adequate to encourage
domestic demand without creating inflationary risks. The benchmark three-month
Treasury bill rate averaged 6.2% in January 2004, compared to an average 6.4%
rate in November 2003 and an average 6.0% for the full year 2003.
PHILIPPINE STOCK EXCHANGE. On March 9, 2004, the Philippine Stock Exchange
composite index closed at 1,455.75, compared to a close of 1,508.30 on January
30, 2004.
PESO/$ EXCHANGE RATE. On March 1, 2004, the peso fell to a historical low
against the US dollar of P56.33 per US dollar, a decrease of 0.4% in value from
the P56.09 per US dollar as of January 30, 2004 and a decrease of 3.6% in value
from the P54.35 per US dollar as of February 28, 2003. This decrease in value is
attributable to the unfavorable balance of trade and, in recent months,
political uncertainty due to the upcoming elections.
BANKING SYSTEM NON-PERFORMING LOANS. As of December 31, 2003, the ratio of
non-performing loans to total loans in the commercial banking system (the "NPL
ratio") stood at 14.1%, lower than the 14.8% as of November 30, 2003 and lower
than the 15.0% recorded at the end of December, 2002. The improvement was
attributed to decreased non-performing loan levels and growth in the total loan
portfolio. The NPL coverage ratio (loan reserves to non-performing loans) stood
at 53.0% at the end of December 2003, slightly higher than the 49.9% recorded as
at the end of November 2003.
S-9
DESCRIPTION OF THE GLOBAL BONDS
GENERAL
The global bonds will be issued under a fiscal agency agreement, dated as
of October 4, 1999, as supplemented by a supplement to the fiscal agency
agreement dated February 26, 2004, between the Republic and JPMorgan Chase Bank,
as fiscal agent. The global bonds are a series of debt securities more fully
described in the accompanying prospectus, except to the extent indicated below.
Except as otherwise described, the global bonds will at all times rank at least
equally among themselves and with all other unsecured and unsubordinated
External Indebtedness (as defined in the accompanying prospectus) of the
Republic. The following statements are subject to the provisions of the fiscal
agency agreement, the supplement to the fiscal agency agreement and the global
bonds. This summary does not purport to be complete and the description below
may not contain all of the information that is important to you as a potential
investor in the global bonds. The Republic has filed forms of these documents as
exhibits to the registration statement numbered 333-113450. You should refer to
the exhibits for more complete information. Capitalized terms not defined below
shall have the respective meanings given in the accompanying prospectus.
The global bonds will:
- bear interest at 8.875% from the settlement date;
- mature at par on March 17, 2015;
- pay interest on March 17 and September 17 of each year, commencing
September 17, 2004; and
- pay interest to the persons in whose names the global bonds are
registered on the record date, which is the close of business on the
preceding March 2 or September 2 (whether or not a business day), as the
case may be. Interest will be calculated on the basis of a 360-day year,
consisting of twelve 30-day months.
The global bonds will be designated Collective Action Securities, and, as
such, will contain provisions regarding default, acceleration, voting on
amendments, modifications, changes, waivers and future issues of global bonds
that differ from those applicable to most of the Republic's outstanding External
Public Indebtedness. Under these provisions, which are commonly referred to as
"collective action clauses," the Republic may, among other things, amend certain
key terms of the global bonds, including the maturity date, interest rate and
other payment terms, with the consent of the holders of not less than 75% of the
aggregate principal amount of the outstanding global bonds. Those provisions are
described in the section entitled "Collective Action Securities" on page 107 of
the accompanying prospectus dated February 5, 2004.
The Republic has applied to the Luxembourg Stock Exchange for listing of,
and permission to deal in, the global bonds in accordance with the rules of the
Luxembourg Stock Exchange. We cannot guarantee that the application to the
Luxembourg Stock Exchange will be approved, and settlement of the global bonds
is not conditional on obtaining the listing.
BOOK ENTRY
The Republic will issue the global bonds in the form of fully registered
global securities. The Republic will deposit the global securities with DTC and
register the global securities in the name of Cede & Co., as DTC's nominee.
Beneficial interests in the global securities will be represented by, and
transfers thereof will be effected only through, book-entry accounts maintained
by DTC and its participants.
You may hold your beneficial interests in a global security through
Euroclear or Clearstream, Luxembourg, or indirectly through organizations that
are participants in such systems. Euroclear and Clearstream, Luxembourg will
hold their participants' beneficial interests in a global security in their
customers' securities accounts with the Clearing System Depositaries. The
Clearing System Depositaries in turn will hold such interests in their
customers' securities accounts with DTC.
S-10
CERTIFICATED SECURITIES
In circumstances detailed in the accompanying prospectus (see "Description
of the Securities -- Description of the Debt Securities -- Global Securities --
Registered Ownership of the Global Security"), the Republic could issue
certificated securities. The Republic will only issue certificated securities in
fully registered form in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof. The holders of certificated securities shall
present directly at the corporate trust office of the fiscal agent, at the
office of the Luxembourg paying and transfer agent or at the office of any other
transfer agent as the Republic may designate from time to time all requests for
the registration of any transfer of such securities, for the exchange of such
securities for one or more new certificated securities in a like aggregate
principal amount and in authorized denominations and for the replacement of such
securities in the cases of mutilation, destruction, loss or theft. Certificated
securities issued as a result of any partial or whole transfer, exchange or
replacement of the global bonds will be delivered to the holder at the corporate
trust office of the fiscal agent, at the office of the Luxembourg paying and
transfer agent or at the office of any other transfer agent, or (at the risk of
the holder) sent by mail to such address as is specified by the holder in the
holder's request for transfer, exchange or replacement.
REGISTRATION AND PAYMENTS
The Republic will pay the principal amount of a global bond on its maturity
date in immediately available funds in the City of New York upon presentation of
the global bond at the office of the fiscal agent in the City of New York or,
subject to applicable law and regulations, at the office outside the United
States of any paying agent, including the Luxembourg paying agent (if the global
bonds are listed on the Luxembourg Stock Exchange and the rules of the exchange
so require).
The Republic will appoint the fiscal agent as registrar, principal paying
agent and transfer agent of the global bonds. In these capacities, the fiscal
agent will, among other things:
- maintain a record of the aggregate holdings of global bonds represented
by the global securities and any certificated securities and accept
global bonds for exchange and registration of transfer;
- ensure that payments of principal and interest in respect of the global
bonds received by the fiscal agent from the Republic are duly paid to the
depositaries for the global securities or their respective nominees and
any other holders of any global bonds; and
- transmit to the Republic any notices from holders of any of the global
bonds.
If the global bonds are accepted for listing on the Luxembourg Stock
Exchange, and the rules of the Luxembourg Stock Exchange so require, the
Republic will appoint and maintain a Luxembourg paying and transfer agent, which
shall initially be J.P. Morgan Bank Luxembourg S.A. Payments and transfers with
respect to the global bonds may be effected through the Luxembourg paying and
transfer agent, which will be executed through Euroclear and Clearstream,
Luxembourg. Holders of certificated global bonds may present such securities for
registration of transfer or payment at the office of the Luxembourg paying and
transfer agent. Forms of the transfer notice (or other instrument of transfer)
are available, and duly completed transfer notices (or other instrument of
transfer) may be submitted, at the office of the Luxembourg paying and transfer
agent. For so long as the global bonds are listed on the Luxembourg Stock
Exchange, the Republic will publish any change as to the identity of the
Luxembourg paying and transfer agent in a leading newspaper in Luxembourg, which
is expected to be the Luxemburger Wort.
REDEMPTION AND SINKING FUND
The Republic may not redeem the global bonds prior to maturity. The
Republic will not provide a sinking fund for the amortization and retirement of
the global bonds.
S-11
REGARDING THE FISCAL AGENT
The fiscal agent has its principal corporate trust office at 4 New York
Plaza, 15th Floor, New York, New York 10004. The Republic will at all times
maintain a paying agent and a transfer agent in the City of New York which will,
unless otherwise provided, be the fiscal agent. The Republic may maintain
deposit accounts and conduct other banking transactions in the ordinary course
of business with the fiscal agent. The fiscal agent will be the agent of the
Republic, not a trustee for holders of any global bonds. Accordingly, the fiscal
agent will not have the same responsibilities or duties to act for such holders
as would a trustee, except that all funds held by the fiscal agent for the
payment of principal, and premium, if any, or interest on the global bonds shall
be held by the fiscal agent in trust for the holders of the global bonds.
The fiscal agency agreement and the supplement to the fiscal agency
agreement are not required to be qualified under the US Trust Indenture Act of
1939. Accordingly, the fiscal agency agreement and the supplement to the fiscal
agency agreement may not contain all of the provisions which could be beneficial
to holders of the global bonds which would be contained in an indenture
qualified under the Trust Indenture Act.
NOTICES
All notices will be mailed to the registered holders of the global bonds.
If a depositary is the registered holder of the global bonds, each beneficial
holder must rely on the procedures of the depositary and its participants to
receive notice, subject to any statutory or regulatory requirements.
In connection with the application to list the global bonds on the
Luxembourg Stock Exchange, the Republic expects to undertake that so long as the
global bonds are listed on the Luxembourg Stock Exchange, all notices also will
be published in Luxembourg in the Luxemburger Wort. If the Republic cannot, for
any reason, publish notice in the Luxemburger Wort, it expects to choose an
appropriate alternate English language newspaper of general circulation in
Luxembourg.
S-12
GLOBAL CLEARANCE AND SETTLEMENT
The Depository Trust Company ("DTC"), Euroclear and Clearstream, Luxembourg
have established links among themselves to facilitate the initial settlement of
the global bonds and cross-market transfers of the global bonds in secondary
market trading. DTC will be linked to JPMorgan Chase Bank, a New York banking
corporation, as depositary of the Euroclear System ("Euroclear"), and Citibank,
N.A., as depositary for Clearstream Banking, societe anonyme ("Clearstream,
Luxembourg") (the "Clearing System Depositaries").
Although DTC, Euroclear and Clearstream, Luxembourg have agreed to the
procedures provided below to facilitate transfers of global bonds among
participants of DTC, Euroclear and Clearstream, Luxembourg, they are under no
obligation to perform such procedures. In addition, such procedures may be
modified or discontinued at any time. Neither the Republic nor the Fiscal Agent
will have any responsibility for the performance by DTC, Euroclear or
Clearstream, Luxembourg or their respective participants or indirect
participants of the respective obligations under the rules and procedures
governing their operations.
THE CLEARING SYSTEMS
THE DEPOSITORY TRUST COMPANY. DTC is:
- a limited-purpose trust company organized under the New York Banking Law;
- a "banking organization" under the New York Banking Law;
- a member of the Federal Reserve System;
- a "clearing corporation" under the New York Uniform Commercial Code; and
- a "clearing agency" registered under Section 17A of the US Securities
Exchange Act of 1934.
DTC was created to hold securities for its participants and facilitate the
clearance and settlement of securities transactions between its participants. It
does this through electronic book-entry settlement in the accounts of its direct
participants, eliminating the need for physical movement of securities
certificates. DTC is owned by a number of its direct participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc.
DTC can act only on behalf of its direct participants, who in turn act on
behalf of indirect participants and certain banks. In addition, unless a global
security is exchanged in whole or in part for a definitive security, it may not
be physically transferred, except as a whole among DTC, its nominees and their
successors. Therefore, your ability to pledge a beneficial interest in the
global security to persons that do not participate in the DTC system, and to
take other actions, may be limited because you will not possess a physical
certificate that represents your interest.
EUROCLEAR AND CLEARSTREAM, LUXEMBOURG. Like DTC, Euroclear and
Clearstream, Luxembourg hold securities for their participants and facilitate
the clearance and settlement of securities transactions between their
participants through electronic book-entry settlement in their accounts.
Euroclear and Clearstream, Luxembourg provide various services to their
participants, including the safekeeping, administration, clearance and
settlement and lending and borrowing of internationally traded securities.
Euroclear and Clearstream, Luxembourg participants are financial institutions
such as underwriters, securities brokers and dealers, banks, trust companies and
other organizations. Other banks, brokers, dealers and trust companies have
indirect access to Euroclear or Clearstream, Luxembourg by clearing through or
maintaining a custodial relationship with a Euroclear or Clearstream, Luxembourg
participant.
INITIAL SETTLEMENT
If you plan to hold your interests in the securities through DTC, you will
follow the settlement practices applicable to global security issues. If you
plan to hold your interests in the securities through Euroclear or Clearstream,
Luxembourg, you will follow the settlement procedures applicable to conventional
Eurobonds in registered form. If you are an investor on the settlement date, you
will pay for the global bonds by wire transfer
S-13
and the entity through which you hold your interests in the global bonds will
credit your securities custody account.
SECONDARY MARKET TRADING
The purchaser of securities determines the place of delivery in secondary
market trading. Therefore, it is important for you to establish at the time of
the trade where both the purchaser's and seller's accounts are located to ensure
that settlement can be made on the desired value date (i.e., the date specified
by the purchaser and seller on which the price of the securities is fixed).
SETTLEMENT AMONG DTC PARTICIPANTS. DTC participants will transfer
interests in the securities among themselves in the ordinary way according to
the rules and operating procedures of DTC governing global security issues.
Participants will pay for these transfers by wire transfer.
SETTLEMENT AMONG EUROCLEAR AND/OR CLEARSTREAM, LUXEMBOURG
PARTICIPANTS. Euroclear and Clearstream, Luxembourg participants will transfer
interests in the securities among themselves in the ordinary way according to
the rules and operating procedures of Euroclear and Clearstream, Luxembourg
governing conventional Eurobonds. Participants will pay for these transfers by
wire transfer.
SETTLEMENT BETWEEN A DTC SELLER AND A EUROCLEAR OR CLEARSTREAM, LUXEMBOURG
PURCHASER. When the securities are to be transferred from the account of a DTC
participant to the account of a Euroclear or Clearstream, Luxembourg
participant, the purchaser must first send instructions to Euroclear or
Clearstream, Luxembourg through a participant at least one business day before
the settlement date for such securities. Euroclear or Clearstream, Luxembourg
will then instruct its depositary to receive the securities and make payment for
them. On the settlement date for such securities, the depositary will make
payment to the DTC participant's account and the securities will be credited to
the depositary's account. After settlement has been completed, DTC will credit
the securities to Euroclear or Clearstream, Luxembourg, and in turn Euroclear or
Clearstream, Luxembourg will credit the securities, in accordance with its usual
procedures, to the participant's account, and the participant will then credit
the purchaser's account. These securities credits will appear the next day
(European time) after the settlement date. The cash debit from the account of
Euroclear or Clearstream, Luxembourg will be back-valued to the value date,
which will be the preceding day if settlement occurs in New York. If settlement
is not completed on the intended value date (i.e., the trade fails), the cash
debit will instead be valued at the actual settlement date.
Participants in Euroclear and Clearstream, Luxembourg will need to make
funds available to Euroclear or Clearstream, Luxembourg in order to pay for the
securities by wire transfer on the value date. The most direct way of doing this
is to preposition funds (i.e., have funds in place at Euroclear or Clearstream,
Luxembourg before the value date), either from cash on hand or from existing
lines of credit. Under this approach, however, participants may take on credit
exposure to Euroclear and Clearstream, Luxembourg until the securities are
credited to their accounts one day later.
As an alternative, if Euroclear or Clearstream, Luxembourg has extended a
line of credit to a participant, the participant may decide not to preposition
funds, but to allow Euroclear or Clearstream, Luxembourg to draw on the line of
credit to finance settlement for the securities. Under this procedure, Euroclear
or Clearstream, Luxembourg would charge the participant overdraft charges for
one day, assuming that the overdraft would be cleared when the securities were
credited to the participant's account. However, interest on the securities would
accrue from the value date. Therefore, in many cases the interest income on
securities which the participant earns during that one-day period will
substantially reduce or offset the amount of the participant's overdraft
charges. Of course, this result will depend on the cost of funds to (i.e., the
interest rate that Euroclear or Clearstream, Luxembourg charges) each
participant.
Since the settlement will occur during New York business hours, a DTC
participant selling an interest in the securities can use its usual procedures
for transferring global securities to the Clearing System Depositaries of
Euroclear or Clearstream, Luxembourg for the benefit of Euroclear or
Clearstream, Luxembourg participants. The DTC seller will receive the sale
proceeds on the settlement date. Thus, to the DTC seller, a cross-market sale
will settle no differently than a trade between two DTC participants.
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Finally, day traders that use Euroclear or Clearstream, Luxembourg and that
purchase global bonds from DTC participants for credit to Euroclear participants
or Clearstream, Luxembourg participants should note that these trades will
automatically fail on the sale side unless one of the following three steps is
taken:
- borrowing through Euroclear or Clearstream, Luxembourg for one day, until
the purchase side of the day trade is reflected in their Euroclear
account or Clearstream, Luxembourg account, in accordance with the
clearing system's customary procedures;
- borrowing the global bonds in the United States from a DTC participant no
later than one day prior to settlement, which would give the global bonds
sufficient time to be reflected in the borrower's Euroclear account or
Clearstream, Luxembourg account in order to settle the sale side of the
trade; or
- staggering the value dates for the buy and sell sides of the trade so
that the value date of the purchase from the DTC participant is at least
one day prior to the value date for the sale to the Euroclear participant
or Clearstream, Luxembourg participant.
SETTLEMENT BETWEEN A EUROCLEAR OR CLEARSTREAM, LUXEMBOURG SELLER AND A DTC
PURCHASER. Due to time zone differences in their favor, Euroclear and
Clearstream, Luxembourg participants can use their usual procedures to transfer
securities through their Clearing System Depositaries to a DTC participant. The
seller must first send instructions to Euroclear or Clearstream, Luxembourg
through a participant at least one business day before the settlement date.
Euroclear or Clearstream, Luxembourg will then instruct its depositary to credit
the securities to the DTC participant's account and receive payment. The payment
will be credited in the account of the Euroclear or Clearstream, Luxembourg
participant on the following day, but the receipt of the cash proceeds will be
back valued to the value date, which will be the preceding day if settlement
occurs in New York. If settlement is not completed on the intended value date
(i.e., the trade fails), the receipt of the cash proceeds will instead be valued
at the actual settlement date.
If the Euroclear or Clearstream, Luxembourg participant selling the
securities has a line of credit with Euroclear or Clearstream, Luxembourg and
elects to be in debit for the securities until it receives the sale proceeds in
its account, then the back-valuation may substantially reduce or offset any
overdraft charges that the participant incurs over that one-day period.
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TAXATION
GENERAL
The Republic urges you to consult your own tax advisors to determine your
particular tax consequences in respect of participating in the offering, and of
owning and selling the global bonds.
PHILIPPINE TAXATION
The following is a summary of certain Philippine tax consequences that may
be relevant to non-Philippine holders of the global bonds in connection with the
holding and disposition of the global bonds. The Republic uses the term
"non-Philippine holders" to refer to (i) non-residents of the Philippines who
are neither citizens of the Philippines nor are engaged in trade or business
within the Philippines or (ii) non-Philippine corporations not engaged in trade
or business in the Philippines.
This summary is based on Philippine laws, rules, and regulations now in
effect, all of which are subject to change. It is not intended to constitute a
complete analysis of the tax consequences under Philippine law of the receipt,
ownership, or disposition of the global bonds, in each case by non-Philippine
holders, nor to describe any of the tax consequences that may be applicable to
residents of the Republic.
EFFECT OF HOLDING GLOBAL BONDS. Payments by the Republic of principal of
and interest on the global bonds to a non-Philippine holder will not subject
such non-Philippine holder to taxation in the Philippines by reason solely of
the holding of the global bonds or the receipt of principal or interest in
respect thereof.
TAXATION OF INTEREST ON THE GLOBAL BONDS. When the Republic makes payments
of principal and interest to you on the global bonds, no amount will be withheld
from such payments for, or on account of, any taxes of any kind imposed, levied,
withheld or assessed by the Philippines or any political subdivision or taxing
authority thereof or therein.
TAXATION OF CAPITAL GAINS. Non-Philippine holders of the global bonds will
not be subject to Philippine income or withholding tax in connection with the
sale, exchange, or retirement of a global bond if such sale, exchange or
retirement is made outside the Philippines or an exemption is available under an
applicable tax treaty in force between the Philippines and the country of
domicile of the non-Philippine holder. Under the Philippine Tax Code, any gain
realized from the sale, exchange or retirement of securities with an original
maturity of more than five years from the date of issuance will not be subject
to income tax. Since the global bonds have a maturity of more than five years
from the date of issuance, any gains realized by a holder of the global bonds
will not be subject to Philippine income tax.
DOCUMENTARY STAMP TAXES. No documentary stamp tax is imposed upon the
transfer of the global bonds. A documentary stamp tax is payable upon the
issuance of the global bonds and will be for the account of the Republic.
ESTATE AND DONOR'S TAXES. The transfer of a global bond by way of
succession upon the death of a non-Philippine holder will be subject to
Philippine estate tax at progressive rates ranging from 5% to 20% if the value
of the net estate of properties located in the Philippines is over P200,000.
The transfer of a global bond by gift to an individual who is related to
the nonresident holder will generally be subject to a Philippine donor's tax at
progressive rates ranging from 2% to 15% if the value of the net gifts of
properties located in the Philippines exceed P100,000 during the relevant
calendar year. Gifts to unrelated donees are generally subject to tax at a flat
rate of 30%. An unrelated donee is a person who is not a (i) brother, sister
(whether by whole or half blood), spouse, ancestor, or lineal descendant or (ii)
relative by consanguinity in the collateral line within the fourth degree of
relationship.
The foregoing apply even if the holder is a nonresident holder. However,
the Republic will not collect estate and donor's taxes on the transfer of the
global bonds by gift or succession if the deceased at the time of death, or the
donor at the time of donation, was a citizen and resident of a foreign country
that provides certain reciprocal rights to citizens of the Philippines (a
"Reciprocating Jurisdiction"). For these purposes, a Reciprocating Jurisdiction
is a foreign country which at the time of death or donation (i) did not impose a
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transfer tax of any character in respect of intangible personal property of
citizens of the Philippines not residing in that foreign country or (ii) allowed
a similar exemption from transfer or death taxes of every character or
description in respect of intangible personal property owned by citizens of the
Philippines not residing in that foreign country.
UNITED STATES TAXATION
For a description of certain United States tax aspects of the global bonds,
see "Taxation -- United States Tax Considerations" in the accompanying
prospectus. The fourth paragraph under "Taxation -- United States Tax
Considerations -- United States Holders -- The Purchase, Sale and Retirement of
Debt Securities" in the accompanying prospectus should be read with the update
that 15% is the maximum tax rate generally applicable under current law to net
long-term capital gains recognized by an individual US holder. The first
paragraph under "Taxation -- United States Tax Considerations -- Information
Reporting and Backup Withholding" in the accompanying prospectus should be read
with the update that the maximum rate of "backup withholding" tax applicable
under current law is 28%.
S-17
UNDERWRITING
Subject to the terms and conditions contained in an underwriting agreement,
which consists of a terms agreement dated March 10, 2004 and the underwriting
agreement standard terms filed as an exhibit to the registration statement, the
Republic has agreed to sell global bonds in the principal amount of
US$500,000,000 to the underwriters, namely Credit Suisse First Boston LLC, The
Hongkong and Shanghai Banking Corporation Limited and UBS Limited, and each of
the underwriters, severally and not jointly, has agreed to purchase from the
Republic, the principal amounts of the global bonds listed opposite its name
below.
<Table>
<Caption>
UNDERWRITERS PRINCIPAL AMOUNT
- ------------ ----------------
Credit Suisse First Boston LLC.............................. US$166,667,000
Eleven Madison Avenue
New York, NY 10010
United States of America
The Hongkong and Shanghai Banking Corporation Limited....... 166,667,000
Level 16, HSBC Main Building
1 Queen's Road Central
Hong Kong
UBS Limited................................................. 166,666,000
1 Finsbury Avenue
London EC2M 2PP
United Kingdom
--------------
Total.................................................. US$500,000,000
==============
</Table>
The underwriting agreement provides that the underwriters are obligated to
purchase all of the global bonds if any are purchased. The underwriting
agreement also provides that if an underwriter defaults, the purchase commitment
of the non-defaulting underwriters may be increased or the offering of the
global bonds may be terminated.
The Republic has agreed to indemnify the underwriters against certain
liabilities under the Securities Act or contribute to payments which the
underwriters may be required to make in that respect.
The underwriters have agreed to reimburse the Republic for certain
expenses.
COMMISSIONS AND DISCOUNTS
The underwriters have advised the Republic that they propose to offer the
global bonds to the public initially at the public offering price that appears
on the cover page of this prospectus supplement. The underwriters may allow a
discount not in excess of 0.10%. After the initial public offering, the
underwriters may change the public offering price and any other selling terms.
In connection with this offering of the global bonds, the underwriters may
engage in overallotment, stabilizing transactions and syndicate covering
transactions in accordance with Regulation M under the Securities Exchange Act
of 1934. Overallotment involves sales in excess of the offering size, which
create a short position for the underwriters. Stabilizing transactions involve
bids to purchase the global bonds in the open market for the purpose of pegging,
fixing or maintaining the price of the global bonds. Syndicate covering
transactions involve purchases of the global bonds in the open market after the
distribution has been completed in order to cover short positions. Stabilizing
transactions and syndicate covering transactions may cause the price of the
global bonds to be higher than it would otherwise be in the absence of those
transactions. If the underwriters engage in stabilizing or syndicate covering
transactions, they may discontinue them at any time. The Republic has been
advised by the underwriters that they intend to make a market in the global
bonds, but the underwriters are not obligated to do so and may discontinue any
market-making activities at any time without notice. No assurance can be given
as to the liquidity of or the trading market for the global bonds.
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In compliance with NASD guidelines the maximum compensation to any
underwriters or agents in connection with the sale of any securities pursuant to
the prospectus and applicable prospectus supplements (including this supplement)
will not exceed 8% of the aggregate total offering price to the public of such
securities as set forth on the cover page of the applicable prospectus
supplement; however, it is anticipated that the maximum compensation paid will
be significantly less than 8%.
UK SELLING RESTRICTIONS
Each underwriter represents and agrees that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything done by it
in relation to the global bonds in, from or otherwise involving the United
Kingdom.
HONG KONG SELLING RESTRICTIONS
Each underwriter has represented and agreed that it has not issued or had
in its possession for the purposes of issue, and will not issue or have in its
possession for the purpose of issue, any advertisement, invitation or document
relating to the global bonds, whether in Hong Kong or elsewhere, which is
directed at, or the contents of which are likely to be accessed or read by, the
public in Hong Kong (except if permitted to do so under the securities laws of
Hong Kong) other than with respect to global bonds which are or are intended to
be disposed of only to persons outside Hong Kong or only to "professional
investors" within the meaning of the Securities and Futures Ordinance (Cap. 571)
of the laws of Hong Kong and any rules made thereunder.
SINGAPORE SELLING RESTRICTIONS
This prospectus supplement and the prospectus to which it relates have not
been registered as a prospectus with the Monetary Authority of Singapore (the
"MAS") under the Securities and Futures Act, Chapter 289 of the Singapore
statutes (the "Securities and Futures Act"). Accordingly, the global bonds may
not be offered or sold or made the subject of an invitation for subscription or
purchase nor may this prospectus supplement and the prospectus to which it
relates or any other document or material in connection with the offer or sale,
or invitation for subscription or purchase of such global bonds be circulated or
distributed, whether directly or indirectly, to the public or any member of the
public in Singapore other than (1) to an institutional investor or other person
falling within Section 274 of the Securities and Futures Act, (2) to a
sophisticated investor (as defined in Section 275 of the Securities and Futures
Act) and in accordance with the conditions specified in Section 275 of the
Securities and Futures Act or (3) otherwise than pursuant to, and in accordance
with the conditions of, any other applicable provision of the Securities and
Futures Act.
JAPAN SELLING RESTRICTIONS
Each underwriter has acknowledged and agreed that the global bonds have not
been and will not be registered under the Securities and Exchange Law of Japan.
The global bonds (or any beneficial interest therein) may not be transferred by
any holder thereof in Japan to any other person unless such global bonds (or
such beneficial interest) and all other global bonds (or beneficial interests
therein) acquired by such holder are transferred in one lot to a single person,
or to a non-resident of Japan (as defined in the Foreign Trade and Foreign
Exchange Law of Japan) (herein, the "Transfer Restrictions"). Those who acquire
the global bonds (or any beneficial interest therein) (herein, the "Acquirers")
may not solicit 50 or more investors on uniform terms and conditions. The same
obligations are imposed on all subsequent Acquirers (i.e. in case of re-sale,
they must notify the transferee of the Transfer Restrictions and deliver the
document (i) describing the contents of the Transfer Restrictions and (ii)
stating that the global bonds have not been registered under the Securities and
Exchange Law of Japan).
REPUBLIC OF THE PHILIPPINES SELLING RESTRICTIONS
The global bonds constitute exempt securities within the meaning of the
Philippine Securities Regulation Code and as such are not required to be
registered under the provisions of the said Code before they can be
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sold or offered for sale or distribution in the Philippines. However, the global
bonds may be sold or offered for sale in the Philippines only by underwriters,
dealers or brokers duly licensed by the Philippine Securities and Exchange
Commission.
NETHERLANDS SELLING RESTRICTIONS
The global bonds may not be offered, sold, transferred or delivered in the
Netherlands as part of their initial distribution or at any time thereafter,
directly or indirectly, other than to banks, brokers, pension funds, insurance
companies, securities firms, investment institutions, central governments, large
international and supranational institutions and other comparable entities,
including, inter alia, treasuries and finance companies of large enterprises
which trade or invest in securities in the conduct of a profession or trade.
Individuals or legal entities who or which do not trade or invest in securities
in the conduct of their profession or trade may not participate in the offering,
and the prospectus supplement and the accompanying prospectus may not be
considered an offer or the prospect of an offer to participate in the offering.
REPUBLIC OF ITALY SELLING RESTRICTIONS
No solicitations in connection with the global bond offering will be made
in Italy by any party, including the underwriters. No copies of this prospectus
supplement, the accompanying prospectus or any other documents relating to the
global bonds or the global bond offering will be distributed in Italy. No global
bonds will be offered, sold or delivered in Italy.
SETTLEMENT AND DELIVERY
The Republic expects that delivery of the global bonds will be made against
payment therefor on or about the closing date specified on the cover page of
this prospectus supplement, which will be the fifth business day following the
date of pricing of the global bonds. Under Rule 15c6-1 of the Exchange Act,
trades in the secondary market generally are required to settle in three
business days, unless the parties to a trade expressly agree otherwise.
Accordingly, purchasers who wish to trade global bonds on the date of pricing or
the next succeeding business day will be required, by virtue of the fact that
the global bonds initially will settle in T+5, to specify alternative settlement
arrangements to prevent a failed settlement.
RELATIONSHIP OF UNDERWRITERS WITH THE REPUBLIC
The underwriters have in the past and may in the future provide investment
and commercial banking and other related services to the Republic in the
ordinary course of business for which the underwriters and/or their respective
affiliates have received or may receive customary fees and reimbursement of out
of pocket expenses.
S-20
LEGAL MATTERS
The validity of the global bonds will be passed upon on behalf of the
Republic as to Philippine law by the Secretary of the Department of Justice of
the Republic, and as to US federal law and New York State law by Allen & Overy.
Certain matters will be passed upon for the underwriters by Cleary, Gottlieb,
Steen & Hamilton, United States counsel for the underwriters, as to matters of
US and New York State law, and by Romulo, Mabanta, Buenaventura, Sayoc & de Los
Angeles, Philippine counsel for the underwriters, as to matters of Philippine
law.
GENERAL INFORMATION
1. The global bonds have been accepted for clearance through The Depository
Trust Corporation, Euroclear and Clearstream, Luxembourg. The International
Securities Identification Number is US718286AW79, the CUSIP number is 718286AW7,
and the Common Code number is 018877384.
2. The issue and sale of the global bonds was authorized by the Full Powers
signed by the President of the Republic dated January 20, 2004.
3. Except as disclosed in this prospectus supplement and the accompanying
prospectus, there has been no material adverse change in the fiscal condition or
affairs of the Republic which is material in the context of the global bond
offering since February 5, 2004.
4. Application has been made to list the global bonds on the Luxembourg
Stock Exchange. Copies of the following documents will, so long as any global
bonds are listed on the Luxembourg Stock Exchange, be available for inspection
during usual business hours at the specified office of J.P. Morgan Bank
Luxembourg S.A. in Luxembourg:
- copies of the Registration Statement, which includes the fiscal agency
agreement, the supplement to the fiscal agency agreement and the form of
the underwriting agreement as exhibits thereto; and
- the Full Powers signed by the President of the Republic dated January 20,
2004 and the resolution of the Monetary Board of Bangko Sentral adopted
on March 4, 2004, authorizing the issue and sale of the global bonds.
In addition, so long as the global bonds are outstanding or listed on the
Luxembourg Stock Exchange, copies of the Philippines' economic reports for each
year in English (as and when available) will be available at the offices of the
listing agent in Luxembourg during normal business hours on any weekday. The
underwriting agreement, if any, the fiscal agency agreement and the supplement
to the fiscal agency agreement shall also be available free of charge at the
office of the listing agent and the Luxembourg paying and transfer agent.
5. J.P. Morgan Bank Luxembourg S.A. has been appointed as the Luxembourg
paying and transfer agent. For so long as the global bonds are listed on the
Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so
require, the Republic will maintain a Luxembourg paying and transfer agent.
S-21
ISSUER
REPUBLIC OF THE PHILIPPINES
Department of Finance
Office of the Secretary
Department of Finance Building
BSP Complex
Manila
Republic of the Philippines
LEGAL ADVISORS TO THE REPUBLIC OF THE PHILIPPINES
<Table>
As to U.S. law: As to Philippine law:
ALLEN & OVERY DEPARTMENT OF JUSTICE
9th Floor, Three Exchange Square Padre Faura Street
Central Malate
Hong Kong Manila
Republic of the Philippines
</Table>
LEGAL ADVISORS TO THE DEALER MANAGERS AND UNDERWRITERS
<Table>
As to U.S. law: As to Philippine law:
CLEARY, GOTTLIEB, STEEN & HAMILTON ROMULO, MABANTA, BUENAVENTURA,
Bank of China Tower SAYOC & DE LOS ANGELES
One Garden Road 30th Floor, Citibank Tower
Hong Kong 8741 Paseo De Roxas
Makati City
Republic of the Philippines
FISCAL AGENT, REGISTAR, TRANSFER AGENT AND LUXEMBOURG LISTING AGENT
PRINCIPAL PAYMENT AGENT
JPMORGAN CHASE BANK J.P. MORGAN BANK LUXEMBOURG S.A.
4 New York Plaza 5 Rue Plaetis
15th Floor L-2338 Luxembourg
New York, New York 10004 Luxembourg
United States of America
</Table>
LUXEMBOURG PAYING AND TRANSFER AGENT
J.P. MORGAN BANK LUXEMBOURG S.A.
5 Rue Plaetis
L-2338 Luxembourg
Luxembourg
[REPUBLIC OF THE PHILIPPINES LOGO]