As filed with the Securities and Exchange Commission on February 3, 2004.
Registration No. 333-13578
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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KT Corporation
(formerly known as "Korea Telecom Corp.")
(Translation of issuer's name into English)
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The Republic of Korea
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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111 Wall Street
New York, New York 10043
(212) 657-5100
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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Korea Exchange Bank, New York Branch
460 Park Avenue
New York, New York 10022
U.S.A.
(212) 838-4949
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Douglas W. Jones, Esq. Herman Raspe, Esq.
Milbank, Tweed, Hadley & McCloy LLP Patterson, Belknap, Webb & Tyler LLP
One Chase Manhattan Plaza 1133 Avenue of the Americas
New York, New York 10005 New York, New York 10036
USA USA
212-530-5000 212-336-2000
It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing
|_| on (Date) at (Time)
If a separate registration statement has been filed to register the deposited
shares, check the following box: |X|
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
Proposed
Maximum Proposed Maximum Amount of
Title of Each Class Amount to be Aggregate Price Aggregate Offering Registration
Of Securities to be Registered Registered Per Unit (1) Price (2) Fee
- ------------------------------------------------------------------------------------------------------------------------
American Depositary Shares, each N/A N/A N/A N/A
representing one-half of one share of
common stock, par value Won 5,000 per
share ("Common Stock"), of KT Corporation
- ------------------------------------------------------------------------------------------------------------------------
(1) For purposes of this table only, the term unit is defined as 100 American
Depositary Shares.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of receipts evidencing such American Depositary Shares.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that the Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine
The Prospectus consists of the proposed form of American Depositary Receipt
included as Exhibit A to the Deposit Agreement filed as Exhibit (a)(i) to this
Post-Effective Amendment No. 1 to Form F-6 registration statement and is
incorporated herein by reference.
This Post-Effective Amendment No. 1 to Registration Statement may be executed in
any number of counterparts, each of which shall be deemed an original, and all
of such counterparts together shall constitute one and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
- ----------------------- ----------------------------
1. Name of Depositary and address of its principal Face of Receipt - introductory article
executive office
2. Title of Receipts and identity of deposited Face of Receipt - top center
securities
Terms of Deposit:
(i) The amount of deposited securities represented Face of Receipt - upper right corner
by one American Depositary Share
(ii) The procedure for voting, if any, the deposited Paragraph (14)
securities
(iii) The collection and distribution of dividends Paragraph (12)
(iv) The transmission of notices, reports and proxy Paragraph (14) and (16)
soliciting material
(v) The sale or exercise of rights Paragraph (12)
(vi) The deposit or sale of securities resulting from Paragraphs (12) and (15)
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the Paragraphs (21) and (22)
deposit agreement
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(viii) Rights of holders of Receipts to inspect the Paragraph (16)
transfer books of the Depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit or withdraw Paragraphs (2) and (4)
the underlying securities
(x) Limitation upon the liability of the Depositary Paragraph (18)
3. Fees and charges which may be imposed directly Paragraph (7)
or indirectly on holders of Receipts
Item 2. AVAILABLE INFORMATION Paragraph (11)
KT Corporation (formerly known as "Korea Telecom Corp.") (the
"Company") will, upon the effectiveness of this Post-Effective Amendment No. 1
to F-6 Registration Statement, be subject to the periodic reporting requirements
of the Securities Exchange Act of 1934, as amended, and, accordingly, will file
certain reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be inspected by holders of Receipts and copied
at public reference facilities maintained by the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W., (Room 1024), Washington D.C. 20549, at certain
regional offices of the Commission, and at the principal office of the
Depositary.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Deposit Agreement, dated as of May 25, 1999, by and among the
Company, Citibank, N.A., as depositary (the "Depositary"), and all Holders and
Beneficial Owners of American Depositary Shares evidenced by the American
Depositary Receipts issued thereunder ("Deposit Agreement"). - Filed herewith as
Exhibit (a)(i).
(a)(ii) Form of Amendment No. 1 to the Deposit Agreement, by and
among the Company, the Depositary, and all Holders and Beneficial Owners of
American Depository Shares evidenced by the American Depositary Receipts issued
thereunder - Filed herewith as Exhibit (a)(ii).
(b) Any other agreement to which the Depositary is a party relating
to the issuance of the American Depositary Shares registered hereunder or the
custody of the deposited securities represented thereby. - None.
(c) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. - Previously filed as Exhibit (c) to the
Registration Statement on Form F-6 (Reg. No. 333-10330), filed with the
Commission on May 7, 1999.
(d) Certificate under Rule 466. - None.
Item 4. UNDERTAKINGS
(a) The Depositary hereby undertakes to make available at the
principal office of the Depositary in the United States, for inspection by
holders of the Receipts, any reports and communications received from the issuer
of the deposited securities which are both (1) received by the Depositary as the
holder of the deposited securities, and (2) made generally available to the
holders of the underlying securities by the issuer.
(b) If the amount of fees charged is not disclosed in the
prospectus, the Depositary undertakes to prepare a separate document stating the
amount of any fee charged and describing the service for which it is charged and
to deliver promptly a copy of such fee schedule without charge to anyone upon
request. The Depositary undertakes to notify each registered holder of a Receipt
thirty days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Citibank, N.A., acting solely on behalf of the legal entity created by
the Deposit Agreement, to be amended by Amendment No. 1 to the Deposit
Agreement, by and among KT Corporation (formerly known as "Korea Telecom
Corp."), Citibank, N.A., as depositary, and all Holders and Beneficial Owners
from time to time of American Depositary Shares evidenced by American Depositary
Receipts issued thereunder, certifies that it has reasonable grounds to believe
that all the requirements for filing on Form F-6 are met and has duly caused
this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on the 3rd day of February, 2004.
Legal entity created by the Deposit
Agreement, as amended, for the issuance of
American Depositary Receipts, evidencing
American Depositary Shares, each
representing one-half of one share of
common stock, of KT Corporation.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ ST Yang
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Name: ST Yang
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, as
amended, KT Corporation certifies that it has reasonable grounds to believe that
all the requirements for filing on Form F-6 are met and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be
signed on its behalf by the undersigned thereunto duly authorized, in the City
of Seoul, the Republic of Korea on this 3rd day of February, 2004.
KT CORPORATION
By: /s/ Yong Kyung Lee
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Name: Yong Kyung Lee
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to Registration Statement has been
signed by the following persons in the following capacities on February 3, 2004.
Signature Title
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/s/ Yong Kyung Lee Standing Director, President and Chief
- -------------------------------------- Executive Officer
Yong Kyung Lee
/s/ Hi Chang Roh Senior Vice President and Chief Planning
- -------------------------------------- & Coordination Officer
Hi Chang Roh
/s/ Jeong Soo Suh Senior Vice President and Chief Financial Officer
- --------------------------------------
Jeong Soo Suh
/s/ Ki Yeoul Kim Senior Vice President and Chief Audit officer
- --------------------------------------
Ki Yeoul Kim
/s/ Sang Hoon Lee Standing Director, Executive Vice President
- --------------------------------------
Sang Hoon Lee
/s/ Woo Sik Kim Standing Director, Executive Vice President
- --------------------------------------
Woo Sik Kim
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/s/ Sung Deuk Park Outside Director
- --------------------------------------
Sung Deuk Park
/s/ Chu Hwan Yim Outside Director
- --------------------------------------
Chu Hwan Yim
/s/ Kook Hyun Moon Outside Director
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Kook Hyun Moon
/s/ Stuart B. Solomon Outside Director
- --------------------------------------
Stuart B. Solomon
/s/ Hyun Joon Chang Outside Director
- --------------------------------------
Hyun Joon Chang
/s/ Jong Sang Kim Outside Director
- --------------------------------------
Jong Sang Kim
/s/ Do Whan Kim Outside Director
- --------------------------------------
Do Whan Kim
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
KT CORPORATION
Pursuant to the Securities Act of 1933, as amended, the undersigned,
the duly authorized representative in the United States of KT Corporation has
signed this Post-Effective Amendment No. 1 to Registration Statement on Form F-6
on the 3rd day of February, 2004.
By: /s/ Choon Hong Choi
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Name: Choon Hong Choi
Title: President (KT America, Inc.)
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
- ------- -------- -------------
(a)(i) Deposit Agreement, dated as of May 25, 1999
(a)(ii) Form of Amendment No. 1 to the Deposit Agreement,
by and among the Company, Citibank, N.A. as
depositary, and all Holders and Beneficial owners
of American Depositary Shares