-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KE+cPVZnVm289K3dCOEOmx0PKmSc7m0v+HIdCkmJZAwXWT4Pdzl5VG4pyHu9qce9 SdqoKKOPge2veHk7cnnqew== 0001145549-09-000386.txt : 20090305 0001145549-09-000386.hdr.sgml : 20090305 20090305075540 ACCESSION NUMBER: 0001145549-09-000386 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090305 FILED AS OF DATE: 20090305 DATE AS OF CHANGE: 20090305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KT CORP CENTRAL INDEX KEY: 0000892450 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14926 FILM NUMBER: 09657310 BUSINESS ADDRESS: STREET 1: 206 JUNG TA DONG BUNN DONG GU CITY: SUNGNAM CITY KOREA STATE: M5 ZIP: 463711 BUSINESS PHONE: 82317270932 MAIL ADDRESS: STREET 1: 206 JUNG JA DONG BUNN DONG GU CITY: SUNGNAM CITY KOREA STATE: M5 ZIP: 463711 FORMER COMPANY: FORMER CONFORMED NAME: KOREA TELECOM CORP DATE OF NAME CHANGE: 19971006 FORMER COMPANY: FORMER CONFORMED NAME: KOREA TELECOM DATE OF NAME CHANGE: 19950130 6-K 1 h03168e6vk.htm FORM 6-K e6vk
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2009
Commission File Number 1-14926
KT Corporation
(Translation of registrant’s name into English)
206 Jungja-dong
Bundang-gu, Sungnam
Kyunggi-do
463-711
Korea
(Address of principal executive offices)
     Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
     Form 20-F þ          Form 40-F o
     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
     Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
     Yes o          No þ
     If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                     
 
 

 

 

This Current Report on Form 6-K is being filed to be incorporated by reference into Registration Statement No. 333-156817 on Form F-4, effective February 19, 2009, relating to the merger proposal.
Issuing Exchangeable Bonds
On January 20, 2009, the board of directors of KT Corporation resolved to issue exchangeable bonds to NTT Docomo, INC. as a result of the merger agreement between KT Corporation and KT Freetel Co., Ltd. After the resolution by the board of directors the issuing date of the hereby mentioned exchangeable bonds has been amended as follows:
                 
Item   Before Amendment   After Amendment
5. Maturity Date
   May 13, 2014   May 12, 2014
9. Conditions of exchange
   May 13, 2014   May 12, 2014
11. Payment date
   May 14 2009   May 13 2009
                 
 
1. Type of exchangeable bonds
  Series no.       Type   registered foreign
private
exchangeable bond
             
2. Total face value issuing amount(KRW)   344,409,633,900    
 
            
2-1 (foreign issuance)
  Total amount(currency)   253,261,000 USD
 
  Exchange rate   1359.90    
 
  Place of issue   Japan
 
  Name of foreign market   —
 
            
3. Purpose of fund raising
  Investments in property, plant and equipment(KRW)   —
 
  Operating funds(KRW)   —
 
  Share purchase of other companies (KRW)   —
 
  Others(KRW)   344,409,633,900    
 
            
4. Interest rate
  Coupon rate   —
 
  Yield to maturity   2.024%    
 
            
5. Maturity date
      May 12, 2014
 
            
6. Interest payment method   Payable twice a year in arrear(every six months)

 

 

             
7. Method of principal payment   Lump-sum payment on maturity date
 
            
8. Method of issuance   Private
 
            
9. Conditions of exchange   Exchange rate (%)   100    
 
  Exchange price per share (KRW/Share)   40,743    
 
  Shares to be exchanged   KT common stocks or KT ADRs
 
  Period of exercise   May 19, 2009 through May 12, 2014
 
            
10. Subscription application date   January 20, 2009
 
            
11. Payment date   May 13, 2009
 
            
12. Underwriter   JP Morgan
 
            
13. Guarantor        
 
            
14. Resolution date of board of directors   January 20, 2009
 
      - attendance of directors : 5 of 5
 
      - attendance of audit committee members : present
 
            
15. Filing of registration statement   exempt (private)
 
            
16. Details of relation to overseas issued stock lending   None
 
            
17. Applicability of Fair Trade Act   None
18.   Other matters to be considered in investment decisions:
 
a.   The coupon rate of the above mentioned bond (“4. Interest rate”) is as follows:
- 1st and 2nd year : 3%, 3rd year : 2%, 4th and 5th year : 1%
 
b.   Matters related to adjustment of exchange price
1) Dividend, share split, share merge
     - adjusted price = exchange price x (original number of shares/new number of shares)
2) Issuance of shares or equity-linked financial instruments to the original shareholders through a method other than the above mentioned below 90% of the arithmetic average(A) of the closing prices of the common stock during a ten business day period
     - adjusted price = exchange price x (original no. of shares + presumed additional shares or equity-linked financial instruments issued at price (A))/(original no. of shares + additional shares to be issued through issuance of new shares or equity-linked stocks)
3) i)Issuance of shares to original shareholders through a method other than 1) and 2) not mentioned above at a price lower than 90% of the market price, ii)offering of assets or rights to claim stocks of equivalent value or assets

 

 

     - adjusted price = exchange price x ((A)-(value per share of offered shares or assets - cash amount received))/(A)
4) Issuance of shares or equity-linked financial instruments to non-shareholders at lower than 90% of (A)
     - adjusted price = exchange price x (original no. of shares + presumed additional shares or equity-linked financial instruments issued at price (A))/((original no. of shares + additional shares issued in accordance with (A))
c. The approval at the respective extraordinary general meeting and governmental approvals are a prerequisite for the above bonds to be issued which are a result of the merger between KT and KTF; the bond is expected to be issued two business days prior to the end of the period for old stock submission.
d. “5. Maturity date”, “9. Conditions of exchange”, “10. Subscription application date” and “11. Payment date” of the above mentioned is subject to change during the merger process.
e. Part of the KTF shares owned by NTT Docomo, Inc will be offered to KT in exchange for the issued bond amount, thus there will be no cash transaction.
f. The contract of the issued bond prohibits residents under the Korean Foreign Exchange Act from purchasing the mentioned bond for a year after the issuing date of the bond.
g. After three years from the issuing date, as soon as the i) share price exceeds 130% of the exchange price at that moment for more than thirty days and ii) the difference between the foreign shareholdings limit and the foreign shareholding percentage is greater than 0.5%, the issuer can make early payments of the exchangeable bonds up to the foreign shareholdings limit provided that it makes a thirty day advanced notice.
h. If the local laws are amended resulting in additional tax burden, the issuer can make early payment on the exchangeable bonds provided that it makes a prior notice of thirty to sixty days.
i. After three years from the issuing date the possessor of the bond can request for early payment on the exchangeable bonds provided that he/she provides 75 day advanced notice.
[Details of bond issuance]
                 
    Relation to company(“KT”)   Total face value issuing amount
Recipient   or largest shareholder   (KRW)
NTT DOCOMO,INC
   Shareholder of KTF     344,409,633,900  

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  Dated: March 5, 2009  
  KT Corporation
 		  
  By:   /s/ Thomas Bum Joon Kim    
  Name:   Thomas Bum Joon Kim   
  Title:   Managing Director   
 
     
  By:   /s/ Young Jin Kim    
  Name:   Young Jin Kim   
  Title:   Director   
 

 

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