As filed with the Securities and Exchange Commission on June 6, 2003
Registration No. 333-8502
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3
TO
REGISTRATION STATEMENT
Under
SCHEDULE B
OF
THE SECURITIES ACT OF 1933
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THE REPUBLIC OF KOREA
(Name of Registrant)
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Name and address of Authorized Representative in the United States:
Hi-Su Lee
Consul
Korean Consulate General
335 East 45/th/ Street
New York, New York 10017
United States of America
It is requested that copies of notices and communications from the
Securities and Exchange Commission be sent to:
Jinduk Han, Esq. Mark A. Walker, Esq.
Cleary, Gottlieb, Steen & Cleary, Gottlieb, Steen &
Hamilton Hamilton
Bank of China Tower One Liberty Plaza
One Garden Road New York, New York 10006
Hong Kong United States of America
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The Securities registered hereby will be offered on a delayed or continuous
basis pursuant to the procedures set forth in the Securities Act Release Nos.
33-6240 and 33-6424.
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EXPLANATORY NOTE
This Post-Effective Amendment No.3 to the registrant's Registration
Statement under Schedule B (File No. 333-8502), declared effective by the
Securities and Exchange Commission on May 23, 2003, is being filed solely for
the purpose of filing Exhibits B-1 and B-2 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
Item 11. Estimated Expenses.
It is estimated that our expenses in connection with the sale of the debt
securities and warrants hereunder, exclusive of compensation payable to
underwriters and agents, will be as follows:
SEC Registration Fee................................................................ US$1,475,000
NASD Filing Fee..................................................................... 30,500
Printing Costs...................................................................... 200,000
Legal Fees and Expenses............................................................. 1,000,000
Fiscal Agent Fees and Expenses...................................................... 10,000
Blue Sky Fees and Expenses.......................................................... 25,000
Miscellaneous (including amounts to be paid to underwriters in lieu of reimbursement
of certain expenses).............................................................. 259,500
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Total.............................................................................. US$3,000,000
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UNDERTAKINGS
The Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
(b) that, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(c) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(d) for purposes of determining any liability under the Act, the
information omitted from the form
of prospectus filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or Rule 497(h) under the Act shall be deemed
to be part of this Registration Statement as of the time it was declared
effective.
(e) for the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-1
CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 3
TO THE REGISTRATION STATEMENT
This Post-Effective Amendment No. 3 to the Registration Statement consists of:
(1) Facing Page.
(2) Explanatory Note.
(3) Part I, consisting of the prospectus.
(4) Part II, consisting of pages numbered II-1 through II-5.
(5) The following exhibits:
A -- Form of Underwriting Agreement.*
B-1 -- Form of Amendment No. 1 to Fiscal Agency Agreement.
B-2 -- Form of global Debt Security (attached to the Form of Amendment No. 1 to
Fiscal Agency Agreement under B-1 above).
C -- Opinion (including consent) of Kim & Chang, Seyang Building, 223 Naeja-
dong, Chongro-gu, Seoul 110-720, The Republic of Korea, Korean counsel to
The Republic of Korea, in respect of the legality of the Debt Securities.*
D -- Opinion (including consent) of Cleary, Gottlieb, Steen & Hamilton, Bank of
China Tower, One Garden Road, Hong Kong, United States counsel to The
Republic of Korea, in respect of the legality of the Debt Securities.*
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 -- Letter appointing Authorized Representative of The Republic of Korea in the
United States.*
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* Previously filed.
II-2
SIGNATURE OF THE REPUBLIC OF KOREA
Pursuant to the requirements of the U.S. 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 6th day of June 2003.
For and on behalf of
THE REPUBLIC OF KOREA
By: JIN-PYO KIM *+
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Minister of Finance and
Economy
+By: /s/ HI-SU LEE
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Hi-Su Lee
Attorney-in-Fact
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* 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 AUTHORIZED REPRESENTATIVE OF THE REPUBLIC OF KOREA
Pursuant to the U.S. Securities Act of 1933, as amended, the undersigned, a
duly authorized representative of The Republic of Korea in the United States,
has signed this Registration Statement or amendment thereto in The City of New
York, on the 6th day of June 2003.
By: /s/ HI-SU LEE
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Hi-Su Lee
Consul,
Korean Consulate General in
New York
II-4
EXHIBIT INDEX
Page
Exhibit Description No.
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A Form of Underwriting Agreement.*
B-1 Form of Amendment No.1 to Fiscal Agency Agreement.
B-2 Form of global Debt Security (attached to the Form of Amendment No.1 to Fiscal Agency
Agreement under B-1 above).
C Opinion (including consent) of Kim & Chang, Seyang Building, 223 Naeja-dong, Chongro-gu,
Seoul 110-720, The Republic of Korea, Korean counsel to The Republic of Korea, in respect of
the legality of the Debt Securities.*
D Opinion (including consent) of Cleary, Gottlieb, Steen & Hamilton, Bank of China Tower, One
Garden Road, Hong Kong, United States counsel to The Republic of Korea, in respect of the
legality of the Debt Securities.*
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 Letter appointing Authorized Representative of The Republic of Korea in the United States.*
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* Previously filed.