As filed with the Securities and Exchange Commission on November 13, 2002
Registration Statement No. 333-97299
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER
SCHEDULE B
OF
THE SECURITIES ACT OF 1933
--------------------
THE KOREA DEVELOPMENT BANK
(Name of Registrant)
-----------------------------
THE REPUBLIC OF KOREA
(Co-Signatory)
Names and Addresses of Authorized Representatives:
Woo-Yang Park
or Man-Ho Yoon Soo Man Chang
Duly Authorized Representatives Duly Authorized Representative
in the United States of in the United States of
The Korea Development Bank The Republic of Korea
320 Park Avenue, 32nd Floor 460 Park Avenue
New York, New York 10022 New York, New York 10022
Copies to:
Jinduk Han, Esq.
Cleary, Gottlieb, Steen & Hamilton
39th Floor, Bank of China Tower
One Garden Road
Hong Kong
---------------------
The securities registered hereby will be offered on a delayed or continuous
basis pursuant to the procedures set forth in Securities Act Release Nos.
33-6240 and 33-6424.
EXPLANATORY NOTE
This Post-Effective Amendment No.1 to the registrant's Registration
Statement under Schedule B (File No. 333-97299), declared effective by the
Securities and Exchange Commission on August 29, 2002, is being filed solely for
the purpose of filing Exhibits C-2, C-3, M-3, M-4 and M-5 to such Registration
Statement. No changes or additions are being made hereby to the Prospectus which
forms a part of such Registration Statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Exhibits:
A-1 -- Form of Underwriting Agreement Standard Terms, incorporated herein
by reference to Exhibit A to the Registration Statement of The Korea
Development Bank registered under Registration No. 33-38873.
B-1 -- Form of Fiscal Agency Agreement, including forms of Debt
Securities, incorporated herein by reference to Exhibit B-1 to the
Registration Statement of The Korea Development Bank registered under
Registration No. 33-44818.
B-2 -- Form of global Debt Security that bears interest at a fixed rate,
incorporated herein by reference to Exhibit B-2 to the Registration
Statement of The Korea Development Bank registered under Registration
No. 33-38873.
C-1 -- Form of Warrant Agreement, including form of Warrants.*
C-2 -- Form of Guarantee Agreement, including form of Guarantees.
C-3 -- Form of Solicitation Indemnification Agreement
D-1 -- Consent of the Governor of The Korea Development Bank (included on
page II-3).
D-2 -- Power of Attorney of the Governor of The Korea Development Bank.**
E-1 -- Consent of the Minister of Finance and Economy of The Republic of
Korea (included on Page II-4).
E-2 -- Power of Attorney of the Minister of Finance and Economy of The
Republic of Korea.**
F -- Consent of Samil Accounting Corporation.**
G-1 -- Letter appointing certain persons as authorized agents of The Korea
Development Bank in the United States.**
G-2 -- Letter appointing Authorized Agents of The Republic of Korea in the
United States.**
H -- The Korea Development Bank Act.**
I -- The Enforcement Decree of The Korea Development Bank Act.**
J -- The By-laws of The Korea Development Bank.**
K-1 -- Form of Prospectus Supplement relating to The Korea Development
Bank's Medium-Term Notes, Series C, Due Not Less Than Nine Months From
Date of Issue (the "Series C Notes").**
K-2 -- Form of Supplement to the Prospectus Supplement relating to the
Korea Development Bank's Series C Notes.**
L -- Form of Distribution Agreement between The Korea Development Bank
and the Agents named therein relating to the offer an sale from time
to time of the Series C Notes.**
M-1 -- Opinion (including consent) of Cleary, Gottlieb, Steen & Hamilton,
39th Floor, Bank
II-1
of China Tower, One Garden Road, Hong Kong, United States counsel to
the Bank, in respect of the legality the Debt Securities (with or
without Warrants).**
M-2 -- Opinion (including consent) of Kim & Chang, Seyang Building, 223
Naeja-dong, Chongro-ku, Seoul, The Republic of Korea, Korean counsel
to the Bank, in respect of the legality the Debt Securities (with or
without Warrants).**
M-3 -- Opinion (including consent) of Cleary, Gottlieb, Steen & Hamilton,
39th Floor, Bank of China Tower, One Garden Road, Hong Kong, United
States counsel to the Bank, in respect of the legality of the
Guarantees.
M-4 -- Opinion (including consent) of Cleary, Gottlieb, Steen & Hamilton,
City Place House, 55 Basinghall Street, London EC2V 5EH, England,
English counsel to the Bank, in respect of the legality of the
Guarantees.
M-5 -- Opinion (including consent) of Kim & Chang, Seyang Building, 223
Naeja-dong, Chongro-ku, Seoul, The Republic of Korea, Korean counsel
to the Bank, in respect of the legality of the Guarantees.
N-1 -- Form of the Series C Note that bears interest at a fixed rate.**
N-2 -- Form of the Series C Note that bears interest at a floating rate.**
O -- Form of Calculation Agency Agreement between The Korea Development
Bank and the calculation agent named therein relating to the Series C
Notes that bear interest at a floating rate.**
- ----------
* May be filed by amendment.
** Previously filed.
II-2
SIGNATURE OF THE KOREA DEVELOPMENT BANK
Pursuant to the requirements of the Securities Act of 1933, as amended, The
Korea Development Bank has duly caused this Registration Statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, New York, on the 13th day of November,
2002.
THE KOREA DEVELOPMENT BANK
By KEUN-YONG JUNG*+
Governor
+By: /s/ Bong-Sik Choi
-----------------------------------
Bong-Sik Choi
(Attorney-in-fact)
- --------
* Consent is hereby given to use of his name in connection with the
information specified in this Registration Statement or amendment thereto
to have been supplied by him and stated on his authority.
II-3
SIGNATURE OF THE REPUBLIC OF KOREA
Pursuant to the requirements of the Securities Act of 1933, as amended, The
Republic of Korea has duly caused this Registration Statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, New York, on the 13th day of November,
2002.
THE REPUBLIC OF KOREA
By: Yun Churl Jeon*+
Minister of Finance and Economy
+By: /s/ Soo Man Chang
-----------------------------------
Soo Man Chang
(Attorney-in-Fact)
- --------
* Consent is hereby given to use of his name in connection with the
information specified in this Registration Statement or amendment thereto
to have been supplied by him and stated on his authority.
II-4
SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE KOREA DEVELOPMENT BANK
Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly
authorized representative in the United States of The Korea Development Bank,
has signed this Registration Statement or amendment thereto in The City of New
York, New York, on the 13th day of November, 2002.
+By: /s/ Woo-Yang Park
-----------------------------------
Woo-Yang Park
New York Branch
The Korea Development Bank
II-5
SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE KOREA DEVELOPMENT BANK
Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly
authorized representative in the United States of The Korea Development Bank,
has signed this Registration Statement or amendment thereto in The City of New
York, New York, on the 13th day of November, 2002.
+By: /s/ Man-Ho Yoon
-----------------------------------
Man-Ho Yoon
New York Branch
The Korea Development Bank
II-6
SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE REPUBLIC OF KOREA
Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly
authorized representative in the United States of The Republic of Korea, has
signed this Registration Statement or amendment thereto in The City of New York,
New York, on the 13th day of November, 2002.
+By: /s/ Soo Man Chang
-----------------------------------
Soo Man Chang
Consul
Korean Consulate General
in New York
II-7