As filed with the Securities and Exchange Commission on November 22, 2005
Registration Statement No. 333-111608
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
--------------------
POST-EFFECTIVE AMENDMENT NO. 8
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:
SEONG-HO PARK
OR JAE-MIN YOON IN KANG CHO
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 335 East 45th Street
New York, New York 10022 New York, New York 10017
Copies to:
JINDUK HAN, ESQ.
Cleary Gottlieb Steen & Hamilton LLP
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.8 to the registrant's Registration
Statement under Schedule B (File No. 333-111608), declared effective by the
Securities and Exchange Commission on June 24, 2005, is being filed solely for
the purpose of filing Exhibit M-10 and M-11 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, warrants and guarantees hereunder, exclusive of compensation payable
to underwriters and agents, will be as follows:
<Table>
SEC Registration Fee........................................................................... US$ 242,700
Printing Costs................................................................................. 250,000
Legal Fees and Expenses........................................................................ 450,000
Fiscal Agent Fees and Expenses................................................................. 50,000
Blue Sky Fees and Expenses..................................................................... 50,000
Rating Agencies' Fees.......................................................................... 350,000
Miscellaneous (including amounts to be paid to underwriters in lieu of reimbursement of
certain expenses)............................................................................. 800,000
------------
Total US$2,192,700
============
</Table>
- -----------------
* Based on three underwritten offerings of the debt securities.
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;
(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 Securities Act
of 1933, 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 Securities Act of 1933,
as amended (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)
II-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-2
CONTENTS
This Registration Statement is comprised of:
(1) Facing Sheet.
(2) Explanatory Note.
(3) Part II, consisting of pages II-1 to II-13.
(4) The following Exhibits:
<Table>
A-1 - Form of Underwriting Agreement Standard Terms, incorporated
herein by reference to Exhibit A to the Registration Statement of
The Korea Development Bank (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 (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 (No.
33-38873).
B-3 - Form of Amendment No. 1 to Fiscal Agency Agreement.**
C-1 - Form of Warrant Agreement, including form of Warrants.*
C-2 - Form of Guarantee Agreement, including form of Guarantees,
incorporated herein by reference to Exhibit C-2 to the
Registration Statement of The Korea Development Bank (No.
333-97299).
C-3 - Form of Solicitation Indemnification Agreement, incorporated
herein by reference to Exhibit C-3 to the Registration Statement
of The Korea Development Bank (No. 333-97299).
D-1 - Consent of the Governor of The Korea Development Bank (included
on page II-6).
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-7).
E-2 - Power of Attorney of the Minister of Finance and Economy of The
Republic of Korea, incorporated herein by reference to Exhibit
E-2 to the Registration Statement of The Korea Development Bank
(No. 333-97299).
F - Consent of Samil PricewaterhouseCoopers.**
G-1 - Letter appointing certain persons as authorized agents of The
Korea Development Bank in the United States.**
II-3
<Table>
G-2 - Letter appointing Authorized Agents of The Republic of Korea in
the United States (included in Exhibit E-2) , incorporated herein
by reference to Exhibit G-2 to the Registration Statement of The
Korea Development Bank (No. 333-97299).
H - The Korea Development Bank Act, incorporated herein by reference
to Exhibit H to the Registration Statement of The Korea
Development Bank.
I - The Enforcement Decree of The Korea Development Bank Act,
incorporated herein by reference to Exhibit I to the Registration
Statement of The Korea Development Bank (No.333-6866).
J - The By-laws of The Korea Development Bank, incorporated herein by
reference to Exhibit J to the Registration Statement of The Korea
Development Bank (No.333-6866).
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"), incorporated herein by
reference to Exhibit K-1 to the Registration Statement of The
Korea Development Bank (No.333-6866).
K-2 - Form of Supplement to the Prospectus Supplement relating to the
Korea Development Bank's Series C Notes, incorporated herein by
reference to Exhibit K-2 to the Registration Statement of The
Korea Development Bank (No.333-6866).
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, incorporated herein by
reference to Exhibit L to the Registration Statement of The Korea
Development Bank (No.333-6866).
M-1 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton
LLP, 39(th) Floor, Bank 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 Woo Yun Kang Jeong & Han, 12(th)
Floor, Textile Center, 944-31, Daechi-dong, Gangnam-gu, 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
LLP, 39(th) Floor, Bank of China Tower, One Garden Road, Hong
Kong, United States counsel to the Bank, in respect of the
legality of the Guarantees, incorporated herein by reference to
Exhibit M-3 to the Registration Statement of The Korea
Development Bank (No. 333-97299).
M-4 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton
LLP, City Place House, 55 Basinghall Street, London EC2V 5EH,
England, English counsel to the Bank, in respect of the legality
of the Guarantees, incorporated herein by reference to Exhibit
M-4 to the Registration Statement of The Korea Development Bank
(No. 333-97299).
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, incorporated herein by reference to Exhibit M-5 to
the Registration Statement of The Korea Development Bank (No.
333-97299).
</Table>
II-4
<Table>
M-6 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton
LLP, 39(th) Floor, Bank of China Tower, One Garden Road, Hong
Kong, United States counsel to the Bank, in respect of the
legality of The Korea Development Bank's 4.75% Notes due 2009.**
M-7 - Opinion (including consent) of Lee & Ko, 16(th) Floor, West Wing
POSCO Center Building, 892, Daechi-4 Dong, Kangnam-Gu, Seoul,
135-777, The Republic of Korea, Korean counsel to the Bank, in
respect of the legality of The Korea Development Bank's 4.75%
Notes due 2009.**
M-8 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton
LLP, 39(th) Floor, Bank of China Tower, One Garden Road, Hong
Kong, United States counsel to the Bank, in respect of the
legality of The Korea Development Bank's Floating Rate Notes due
2009.**
M-9 - Opinion (including consent) of Lee & Ko, 16(th) Floor, West Wing
POSCO Center Building, 892, Daechi-4 Dong, Kangnam-Gu, Seoul,
135-777, The Republic of Korea, Korean counsel to the Bank, in
respect of the legality of The Korea Development Bank's Floating
Rate Notes due 2009.**
M-10 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton
LLP, 39(th) Floor, Bank of China Tower, One Garden Road, Hong
Kong, United States counsel to the Bank, in respect of the
legality of The Korea Development Bank's Floating Rate Notes due
2012.
M-11 - Opinion (including consent) of Lee & Ko, 16(th) Floor, West Wing
POSCO Center Building, 892, Daechi-4 Dong, Kangnam-Gu, Seoul,
135-777, The Republic of Korea, Korean counsel to the Bank, in
respect of the legality of The Korea Development Bank's Floating
Rate Notes due 2012.
N-1 - Form of the Series C Note that bears interest at a fixed rate,
incorporated herein by reference to Exhibit N-1 to the
Registration Statement of The Korea Development Bank
(No.333-6866).
N-2 - Form of the Series C Note that bears interest at a floating rate,
incorporated herein by reference to Exhibit N-2 to the
Registration Statement of The Korea Development Bank
(No.333-6866).
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,
incorporated herein by reference to Exhibit O to the Registration
Statement of The Korea Development Bank (No.333-6866).
</Table>
- ---------------------
* May be filed by amendment.
** Previously filed.
II-5
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 22th day of November,
2005.
THE KOREA DEVELOPMENT BANK
By: JICHANG YOO*+
Governor
+By: /s/ In Joo Kim
-------------------------------
In Joo Kim
(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-6
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 22th day of November,
2005.
THE REPUBLIC OF KOREA
By: Duck-Soo Han*+
Minister of Finance and Economy
+By: /s/ In Kang Cho
-------------------------------
In Kang Cho
(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-7
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 22th day of November, 2005.
+By: /s/ Seong-Ho Park
-------------------------------
Seong-Ho Park
New York Branch
The Korea Development Bank
II-8
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 22th day of November, 2005.
+By: /s/ Jae-Min Yoon
-------------------------------
Jae-Min Yoon
New York Branch
The Korea Development Bank
II-9
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 22th day of November, 2005.
+By: /s/ In Kang Cho
------------------------------------
In Kang Cho
Financial Attache
Korean Consulate General in New York
II-10
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT PAGE
A-1 - Form of Underwriting Agreement Standard Terms, incorporated herein by
reference to Exhibit A to the Registration Statement of The Korea
Development Bank (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 (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 (No. 33-38873).
B-3 - Form of Amendment No. 1 to Fiscal Agency Agreement.**
C-1 - Form of Warrant Agreement, including form of Warrants.*
C-2 - Form of Guarantee Agreement, including form of Guarantees,
incorporated herein by reference to Exhibit C-2 to the Registration
Statement of The Korea Development Bank (No. 333-97299).
C-3 - Form of Solicitation Indemnification Agreement, incorporated herein by
reference to Exhibit C-3 to the Registration Statement of The Korea
Development Bank (No. 333-97299).
D-1 - Consent of the Governor of The Korea Development Bank (included on
page II-6).
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-7).
E-2 - Power of Attorney of the Minister of Finance and Economy of The
Republic of Korea, incorporated herein by reference to Exhibit E-2 to
the Registration Statement of The Korea Development Bank (No.
333-97299).
F - Consent of Samil PricewaterhouseCoopers.**
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 (included in Exhibit E-2) , incorporated herein by
reference to Exhibit G-2 to the Registration Statement of The Korea
Development Bank (No. 333-97299).
H - The Korea Development Bank Act, incorporated herein by reference to
Exhibit H to the Registration Statement of The Korea Development Bank.
II-11
<Table>
I - The Enforcement Decree of The Korea Development Bank Act, incorporated
herein by reference to Exhibit I to the Registration Statement of The
Korea Development Bank (No.333-6866).
J - The By-laws of The Korea Development Bank, incorporated herein by
reference to Exhibit J to the Registration Statement of The Korea
Development Bank (No.333-6866).
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"), incorporated herein by reference to
Exhibit K-1 to the Registration Statement of The Korea Development
Bank (No.333-6866).
K-2 - Form of Supplement to the Prospectus Supplement relating to the Korea
Development Bank's Series C Notes, incorporated herein by reference to
Exhibit K-2 to the Registration Statement of The Korea Development
Bank (No.333-6866).
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, incorporated herein by reference to
Exhibit L to the Registration Statement of The Korea Development Bank
(No.333-6866).
M-1 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP,
39(th) Floor, Bank 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 Woo Yun Kang Jeong & Han, 12(th) Floor,
Textile Center, 944-31, Daechi-dong, Gangnam-gu, 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 LLP,
39(th) Floor, Bank of China Tower, One Garden Road, Hong Kong, United
States counsel to the Bank, in respect of the legality of the
Guarantees, incorporated herein by reference to Exhibit M-3 to the
Registration Statement of The Korea Development Bank (No. 333-97299).
M-4 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP,
City Place House, 55 Basinghall Street, London EC2V 5EH, England,
English counsel to the Bank, in respect of the legality of the
Guarantees, incorporated herein by reference to Exhibit M-4 to the
Registration Statement of The Korea Development Bank (No. 333-97299).
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,
incorporated herein by reference to Exhibit M-5 to the Registration
Statement of The Korea Development Bank (No. 333-97299).
II-12
<Table>
M-6 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP,
39(th) Floor, Bank of China Tower, One Garden Road, Hong Kong, United
States counsel to the Bank, in respect of the legality of The Korea
Development Bank's 4.75% Notes due 2009.**
M-7 - Opinion (including consent) of Lee & Ko, 16(th) Floor, West Wing POSCO
Center Building, 892, Daechi-4 Dong, Kangnam-Gu, Seoul, 135-777, The
Republic of Korea, Korean counsel to the Bank, in respect of the
legality of The Korea Development Bank's 4.75% Notes due 2009.**
M-8 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP,
39(th) Floor, Bank of China Tower, One Garden Road, Hong Kong, United
States counsel to the Bank, in respect of the legality of The Korea
Development Bank's Floating Rate Notes due 2009.**
M-9 - Opinion (including consent) of Lee & Ko, 16(th) Floor, West Wing POSCO
Center Building, 892, Daechi-4 Dong, Kangnam-Gu, Seoul, 135-777, The
Republic of Korea, Korean counsel to the Bank, in respect of the
legality of The Korea Development Bank's Floating Rate Notes due
2009.**
M-10 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP,
39(th) Floor, Bank of China Tower, One Garden Road, Hong Kong, United
States counsel to the Bank, in respect of the legality of The Korea
Development Bank's Floating Rate Notes due 2012.
M-11 - Opinion (including consent) of Lee & Ko, 16(th) Floor, West Wing POSCO
Center Building, 892, Daechi-4 Dong, Kangnam-Gu, Seoul, 135-777, The
Republic of Korea, Korean counsel to the Bank, in respect of the
legality of The Korea Development Bank's Floating Rate Notes due 2012.
N-1 - Form of the Series C Note that bears interest at a fixed rate,
incorporated herein by reference to Exhibit N-1 to the Registration
Statement of The Korea Development Bank (No.333-6866).
N-2 - Form of the Series C Note that bears interest at a floating rate,
incorporated herein by reference to Exhibit N-2 to the Registration
Statement of The Korea Development Bank (No.333-6866).
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, incorporated herein by
reference to Exhibit O to the Registration Statement of The Korea
Development Bank (No.333-6866).
</Table>
- --------------------
* May be filed by amendment.
** Previously filed.
II-13