As filed with the Securities and Exchange Commission on November 1, 2006
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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KOOKMIN BANK
(Exact name of issuer of deposited securities as specified in its charter)
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N/A
(Translation of issuer's name into English)
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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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388 Greenwich Street
New York, New York 10013
(212) 816-6763
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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Kookmin Bank, New York Branch
565 Fifth Avenue, 24th Floor
New York, New York 10017
(212) 697-6100
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
Yong G. Lee, Esq. Herman H. Raspe, Esq.
Cleary Gottlieb Steen & Hamilton Patterson Belknap Webb & Tyler LLP
LLP 1133 Avenue of the Americas
39th Floor, Bank of China Tower New York, New York 10036
One Garden Road, Hong Kong
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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 : |_|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Aggregate Offering Amount of
Securities to be Registered Registered Per Unit* Price** Registration Fee
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American Depositary Shares, each
representing one (1) common share,
par value 5,000 won per share, of
Kookmin Bank 200,000,000 $5.00 $10,000,000.00 $1,070.00
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* Each unit represents 100 American Depositary Shares.
** 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 American Depositary Shares.
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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 this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
This 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
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1. Name of Depositary and address of its principal Face of Receipt - Introductory Article.
executive office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (15)
securities and (16).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (12).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (11);
soliciting material Reverse of Receipt - Paragraph (15).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (13) and (15).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraph (3)
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (13), (17) and (22)
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (20) and (21) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (11).
transfer books of the Depositary and the list of
holders of ADSs
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4),
the underlying securities (5), (6) and (7);
Reverse of Receipt - Paragraph (22).
(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (4);
Reverse of Receipt - Paragraph (18).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (7).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (11).
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be retrieved from the Commission's website
(www.sec.gov), and can be inspected by holders of ADSs and copied at public
reference facilities maintained by the Commission located at 100 F Street, N.E.,
Washington D.C. 20549, and at the principal executive office of the depositary.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Second Amended and Restated
Deposit Agreement filed as Exhibit (a) to this Registration Statement on
Form F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Second Amended and Restated Deposit Agreement, by and among
Kookmin Bank, (the "Company"), Citibank, N.A., as depositary (the
"Depositary"), and all Holders and Beneficial Owners of American
Depositary Shares issued thereunder (the "Second Amended and
Restated Deposit Agreement"). -- Filed herewith as Exhibit (a).
(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) Every material contract relating to the deposited securities between
the Depositary and the issuer of the deposited securities in effect
at any time within the last three years. -- None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. -- Filed herewith as Exhibit (d).
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office
of the Depositary in the United States, for inspection by holders of
ADSs, any reports and communications received from the issuer of the
deposited securities that 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 an ADS thirty (30) 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
Second Amended and Restated Deposit Agreement, by and among Kookmin Bank,
Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time
to time of American Depositary Shares 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 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 1st day of November 2006.
Legal entity created by the Second
Amended and Restated Deposit Agreement
under which the American Depositary
Shares registered hereunder are to be
issued, each American Depositary Share
representing one (1) common share, par
value 5,000 Won per share, of Kookmin
Bank.
CITIBANK, N.A., solely in its capacity
as Depositary
By: /s/ Susan A. Lucanto
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Name: Susan A. Lucanto
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Kookmin Bank 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
Registration Statement on Form F-6 to be signed on its behalf by the undersigned
thereunto duly authorized, in Seoul, Korea on November 1, 2006.
KOOKMIN BANK
By: /s/ Kap Shin
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Name: Kap Shin
Title: CFO/Senior EVP
Executive Director
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SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mr. Kap Shin, CFO/Senior EVP, to act as
his/her true and lawful attorney-in-fact and agent, with full power of
substitution, for him/her and in his/her name, place and stead, in any and all
such capacities, to sign any and all amendments, including post-effective
amendments, and supplements to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the United States Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as s/he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on November 1, 2006.
Signature Title
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/s/ Chung Won Kang President and Chief Executive Officer
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Chung Won Kang
/s/ Hyung Duk Chang Chief Audit Executive
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Hyung Duk Chang
/s/ Ki Hong Kim Chief Executive Vice President
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Ki Hong Kim
/s/ Kap Shin Chief Financial Officer and Senior
----------------------------- Executive Vice President
Kap Shin
/s/ Dong Soo Chung Non-Executive Director
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Dong Soo Chung
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Signature Title
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/s/ Nobuya Takasugi Non-Executive Director
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Nobuya Takasugi
/s/ Kee Young Chung Non-Executive Director
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Kee Young Chung
/s/ Doo Hwan Song Non-Executive Director
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Doo Hwan Song
/s/ Chang Kyu Lee Non-Executive Director
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Chang Kyu Lee
/s/ Dam Cho Non-Executive Director
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Dam Cho
/s/ Bo Kyung Byun Non-Executive Director
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Bo Kyung Byun
/s/ Baek In Cha Non-Executive Director
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Baek In Cha
/s/ Young Soon Cheon Non-Executive Director
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Young Soon Cheon
/s/ Sang Won Lee
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Name: Sang Won Lee
Title: General Manager
Kookmin Bank New York Branch
as authorized representative in the U.S.
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Form of Second Amended and
Restated Deposit Agreement
(d) Opinion of counsel to the Depositary