<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
REPORT OF
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
In respect of its
U.S. Dollar 50,000,000 6% Callable Notes of 1998, due April 7, 2003
Filed pursuant to Rule 3 of Regulation BW
Dated: April 7, 1998
<PAGE>
The following information regarding the U.S. Dollar 50,000,000 6%
Callable Notes of 1998, due April 7, 2003 (the "Notes") of the
International Bank for Reconstruction and Development is being filed pursuant
to Rule 3 of Regulation BW. As authorized by Rule 4 of Regulation BW, certain
information is provided in the form of a Prospectus (the "Prospectus") for
the Bank's Global Debt Issuance Facility (the "Facility"), the most recent
version of which (dated October 7, 1997) is already on file with the
Securities and Exchange Commission, in the form of a Pricing Supplement
relating to the Notes (the "Pricing Supplement"), attached hereto as
Exhibit B, and in the form of an Information Statement (the "Information
Statement"), the most recent version of which (dated March 31, 1998) is
already on file with the Securities and Exchange Commission.
Item 1. Description of Obligations
(a) U.S. Dollar 50,000,000 6% Callable Notes of 1998, due April 7,
2003.
(b) 6%. Interest payment dates: April 7 and October 7.
(c) Maturing April 7, 2003. 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) The Notes are callable by the Bank on April 7, 2000 with five
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.
(i) Federal Reserve Bank of New York, 33 Liberty Street, New York,
New York.
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<PAGE>
Item 2. Distribution of Obligations
As of April 3, 1998, the Bank entered into a Terms Agreement (attached
hereto as Exhibit A) with Chase Securities Inc. 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 50,000,000 at 100%,
less commissions of 0.20%. The Notes are offered for sale subject to issuance
and acceptance by the Manager and subject to prior sale. Delivery of the
Notes was made on April 7, 1998.
The Terms Agreement provides that the obligations of the Manager are
subject to certain conditions, including the continued accuracy of the Bank's
representations and warranties set forth in the Bank's Standard Provisions
relating to the issuance of notes under the Global Debt Issuance Facility
(the "Standard Provisions"), the most recent version of which (dated as of
October 7, 1997) is already on file with the Securities and Exchange
Commission.
The Manager proposes to offer all the Notes to the public at the public
offering price of 100%. The Manager may offer Notes to or through selected
dealers at a price which represents a concession of 0.15% of the principal
amount under the public offering price.
Item 3. Distribution Spread
<TABLE>
<CAPTION>
Price to Selling Discounts Proceeds to
Public and Commissions(1) the Bank(2)
--------------------- ----------------- --------------
<S> <C> <C>
Per Unit: 100%......... 0.20% 99.80%
Total: USD 50,000,000.. USD 100,000 USD 49,900,000
</TABLE>
Item 4. Discounts and Commissions to Sub-Underwriters and Dealers
None
Item 5. Other Expenses of Distribution
As the Notes are offered as part of a continuous series of borrowings
under the Facility, precise expense amounts for this transaction are not
known. Based on the annual printing costs and legal and accountant's fees
related to the Facility, and taking into account the estimated fees of the
Fiscal Agent, it is expected that the expenses of distribution of the Notes
will be approximately $4,500.
- ----------------
(1) See Item 2 for information about concessions.
(2) Without deducting expenses of the Bank, which are not yet known.
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<PAGE>
Item 6. Application of Proceeds
The net proceeds will be used in the general operations of the Bank.
Item 7. Exhibits
A. Terms Agreement dated as of April 3, 1998.
B. Pricing Supplement dated April 3, 1998.
C. Opinion of the Chief Counsel, Finance, of the Bank, dated April 3,
1998, as to the legality of Notes issued under the Global Debt
Issuance Facility.
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<PAGE>
TERMS AGREEMENT NO. 57
April 3, 1998
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
USD 50,000,000 6% Callable Notes due 2003 (the "Notes") described in the
Pricing Supplement, dated as of the date hereof in the form of Annex I hereto
(the "Pricing Supplement") at 11:00 a.m. New York time on April 7, 1998
(the "Settlement Date") at an aggregate purchase price of USD 49,900,000
(which is 99.8% of the aggregate principal amount of the Notes) 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, the Pricing Supplement relating to the Notes and the
Standard Provisions shall have the same meaning when used herein.
The Bank represents and warrants to us that the representations,
warranties and agreements of the Bank set forth in Section 2 of the Standard
Provisions (with the "Prospectus" revised to read the "Prospectus as
amended and supplemented with respect to Notes at the date hereof") are true
and correct on the date hereof.
The obligation of 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.
<PAGE>
Subject to Section 5(h) of the Standard Provisions, the Bank certifies
to the undersigned that, as of the Settlement Date, (i) the representations
and warranties of the Bank contained in the Standard Provisions are true and
correct as though made at and as of the Settlement Date, (ii) the Bank has
performed all of its obligations under this Terms Agreement required to be
performed or satisfied on or prior to the Settlement Date, and (iii) the
Prospectus contains all material information relating to the assets and
liabilities, financial position, and profits and losses of the Bank, and
nothing has happened or is expected to happen which would require the
Prospectus to be supplemented or updated.
1. The Bank agrees that it will issue the Notes and the Dealer named
below agrees to purchase the Notes at the purchase price specified above
(being equal to the issue price of 100% less a management and underwriting
fee of 0.2% percent of the principal amount).
2. The purchase price specified above will be paid on the Settlement
Date by the Dealer in immediately available funds to the Bank's account
"IBRD A General" with the Federal Reserve Bank of New York (ABA
021-081-383).
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 and each of the other Dealers, that, in relation
to this issue of Notes, it will perform and comply with all of the duties and
obligations expressed to be assumed by a Dealer under the Standard Provisions.
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.
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<PAGE>
For purposes hereof, the notice details of the undersigned are as
follows:
Chase Securities Inc.
270 Park Avenue
New York, NY 10017
Attention: James McGinnis
10th Floor
Telephone: 212-270-8934
Fax: 212-270-3450
All notices and other communications hereunder shall be in writing and
shall be transmitted in accordance with Section 9 of the Standard Provisions.
This Terms Agreement shall be governed by and construed in accordance
with the laws of New York.
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.
CHASE SECURITIES INC.
By: /s/ David P. Fox
---------------------------
Name: David P. Fox
Title: Vice President
CONFIRMED AND ACCEPTED, as of the
date first written above:
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:/s/ Ravi Balasubramanian
-----------------------------------
Name: Ravi Balasubramanian
Title: Authorized Officer
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<PAGE>
PRICING SUPPLEMENT
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
Global Debt Issuance Facility
No. 57
USD 50,000,000 6% Callable Notes due April 7, 2003
Chase Securities Inc.
The date of this Pricing Supplement is April 3, 1998
<PAGE>
This document ("Pricing Supplement") is issued to give details of an
issue by the 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 7 October 1997, and all
documents incorporated by reference therein (the "Prospectus"), and should
be read in conjunction with the Prospectus. Unless otherwise defined in this
Pricing Supplement, terms used herein have the same meaning as in the
Prospectus.
TERMS AND CONDITIONS
The following items under this heading "Terms and Conditions" are the
particular terms which relate to the issue the subject of this Pricing
Supplement. These are the only terms which form part of the form of Notes for
such issue:-
<TABLE>
<S> <C>
1. No.: 57
2. Aggregate Principal Amount: U.S. Dollars ("USD") 50,000,000
3. Issue Price: 100 per cent. of the principal amount of
the Notes
4. Issue Date: April 7, 1998
5. Form of Notes Fed Bookentry Notes
(Condition 1(a)):
6. Authorised Denominations USD 1,000
(Condition 1(b)):
7. Specified Currency USD
(Condition 1(d)):
8. Maturity Date April 7, 2003
(Condition 6(a); Fixed
Interest Rate and Zero
Coupon):
9. Interest Commencement Date Issue Date
(Condition 5(I)):
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10. Interest Basis Fixed Interest Rate
(Condition 5(I)):
(a) Calculation Amount: USD 1,000
(b) Interest Rate: 6% p.a.; payable semi-annually
(c) Fixed Rate Interest April 7 and October 7 of
Payment Dates: each year, commencing
October 7, 1998 and ending
on the Maturity Date
(d) Fixed Rate Day 30/360
Count Fraction:
11. Relevant Business Day: New York
12. Redemption Amount Principal Amount
(Condition 6(a)):
13. Issuer's Optional Redemption Callable on April 7, 2000
(Condition 6(e)): with five Relevant Business
Days' notice
14. Redemption at the option No
of the Noteholders
(Condition 6(f)):
15. Early Redemption Amount Principal Amount plus
(including accrued accrued interest
interest, if applicable):
16. Governing Law: New York
</TABLE>
OTHER RELEVANT TERMS
<TABLE>
<S> <C>
1. Listing: None
2. Clearing System: FedWire
3. Syndicated: No
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
4. Commissions and Concessions: 0.2 %
5. CUSIP: 459056 PQ 4
6. Identity of Dealer: Chase Securities Inc.
</TABLE>
GENERAL INFORMATION
The Bank's latest Information Statement was issued on March 31, 1998.
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By:
---------------------------
Authorized Officer
3
<PAGE>
International Bank for Reconstruction
and Development
1818 H Street, N.W.
Washington, D.C. 20433 U.S.A.
(202) 477-1234
Cable Address: INTBAFRAD
April 3, 1998
To each Dealer appointed
as such under a Terms Agreement
or an Appointment Agreement
relating to the Facility
International Bank for Reconstruction and Development
Global Debt Issuance Facility (the "Facility")
Dear Sir or Madam:
I have reviewed the proceedings of the International Bank for
Reconstruction and Development (the "Bank") to authorize the issuance and
sale of notes under the Facility (the "Securities"), in registered,
bookentry, or bearer form. In connection with such review, I have examined,
among other things:
(a) the Articles of Agreement, By-Laws and Rules of Procedure for
Meetings of the Executive Directors of the Bank;
(b) Resolution No. 96-3, adopted by the Executive Directors of the Bank
at a meeting held on July 30, 1996, as amended and now in effect,
which is applicable to the issuance of Securities and authorizes
the Bank (a) to borrow from time to time in various markets and in
various currencies and currency units, and (b) to repurchase,
redeem and prepay securities issued by the Bank, as specified
therein;
(c) the communications from the Governments of Australia, Belgium,
Canada, Denmark, Finland, France, Germany, Ireland, Italy, Japan,
Luxembourg, the Netherlands, New Zealand, Norway, Poland, Portugal,
the Slovak Republic, South Africa, Spain, Sweden, Switzerland, the
United Kingdom and the United States, notifying the Bank, pursuant
to Article IV, Section 1(b) of the Bank's Articles of Agreement, of
the approval by said Governments of the issuance of Securities by
the Bank denominated in their respective currencies and, as the
case may be, in ECU, in markets (i) inside their respective
countries (except for Poland and South Africa) and (ii) outside
their respective countries (except for Spain), and of their
agreement to the conversion of the proceeds of such borrowings;
<PAGE>
(d) the communication from the Government of the People's Republic of
China notifying the Bank, pursuant to Article IV, Section 1(b) of
the Bank's Articles of Agreement, of the approval by said
Government of the issuance of Securities denominated in Hong Kong
dollars in markets inside and outside Hong Kong, and of borrowings
by the Bank in the Hong Kong market denominated in other
currencies, and of its agreement to the conversion of the proceeds
of such borrowings;
(e) the communications from the Governments of Australia, Austria,
Belgium, Canada, Denmark, France, Germany, Ireland, Italy, Japan,
Kuwait, Luxembourg, the Netherlands, New Zealand, Portugal,
Singapore, Spain, Sweden, Switzerland, the United Kingdom and the
United States, notifying the Bank, pursuant to Article IV, Section
1(b) of the Bank's Articles of Agreement, of the approval by said
Governments of borrowings by the Bank in their respective markets
denominated in currencies other than their respective currencies
and in ECU, and of their agreement to the conversion of the
proceeds of such borrowings;
(f) the Standard Provisions relating to the Facility (the "Standard
Provisions"), as amended and restated as of October 7, 1997,
including the form of the Terms Agreement, Appointment Agreement
and Pricing Supplement in respect of the Securities attached
thereto;
(g) the Fiscal Agency Agreement dated as of November 30, 1983 between
the Bank and the Federal Reserve Bank of New York, as supplemented
and amended, relating to the issuance of certain bookentry
Securities denominated in U.S. dollars (the "Fiscal Agency
Agreement");
(h) the Global Agency Agreement dated as of April 15, 1994, as amended
(the "Global Agency Agreement"), between the Bank and Morgan
Guaranty Trust Company of New York, as fiscal agent, registrar,
exchange agent and calculation agent, relating to certain
Securities, including the forms of the global notes representing
such Securities, the definitive registered and bearer Securities,
and the coupons attached thereto; and
(i) the Prospectus, dated October 7, 1997, relating to the Securities.
Based on the foregoing and such legal considerations as I deem relevant,
I am of the opinion that:
(1) the Bank is an international organization duly established and
existing under its Articles of Agreement;
<PAGE>
(2) the Bank has obtained all governmental approvals required pursuant
to the Articles of Agreement in connection with the offering,
issuance and sale of Securities in the currencies and markets
referred to in paragraphs (c), (d) and (e) above;
(3) the creation, issuance, sale and delivery of the Securities, and
the execution of any such Securities in definitive form, have been
duly authorized, and when duly issued and delivered, and in the
case of Securities in definitive form, duly executed,
authenticated, issued and delivered, the Securities will constitute
valid and legally binding obligations of the Bank in accordance
with their terms;
(4) the execution and delivery of any applicable Terms Agreement,
Appointment Agreement and Pricing Supplement has been duly
authorized and, when duly executed and delivered, will constitute a
valid and legally binding obligation of the Bank;
(5) each of the Fiscal Agency Agreement and the Global Agency Agreement
has been duly authorized, executed and delivered by the Bank and
constitutes a valid and legally binding obligation of the Bank; and
(6) under existing law it is not necessary in connection with the
public offering and sale of the Securities to register the
Securities under the U.S. Securities Act of 1933, as amended, or to
qualify an indenture with respect thereto under the U.S. Trust
Indenture Act of 1939, as amended.
In rendering the foregoing opinion, I have, with your approval, assumed
that signatures on all documents examined by me are genuine.
Very truly yours,
/s/ Scott B. White
-----------------------
Scott B. White
Chief Counsel, Finance
3
