UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of February 2005
KT Corporation
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 X Form 40-F
(Indicate by check mark whether the registrant
by furnishing the information contained in this
form
is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.)
Yes No X
This Current Report on Form 6-K is being filed to incorporate by reference into Registration Statement No. 333-100251 on Form F-3, effective December 27, 2002, relating to $1,210,050,000 0.25% Convertible Notes Due 2007, $500,000,000 4.30% Bonds Due 2005 and Warrants to Purchase 9,270,200 Common Shares.
Adjustment of Exchange Price of Convertible Notes Due 2007
1. Details of adjustment | Type of bond | Exchange price before adjustment |
Exchange price after adjustment | |||
Convertible notes due 2007 |
Won 58,963 |
Won 57,897 | ||||
2. Adjustment of number of exchangeable common shares |
Total outstanding principal amount of convertible notes due 2007 which have not been converted to common shares |
Number of exchangeable common shares before adjustment |
Number of exchangeable common shares after adjustment | |||
$11,245,000 |
246,439 |
250,976 | ||||
3. Formula for adjusting exchange price | P x (M-sp)/M
P: the conversion price before adjustment (or Won 58,963)
M: the average market price per common share 10 days before the date of announcement of terms of such issuance or distribution (or Won 41,820)
sp: the amount of special dividend payable per common share (or Won 755.84) | |||||
4. Method of adjustment | Exchange price after adjustment = P x (M-sp)/M | |||||
5. Reasons for adjustment | Adjustment according to covenant (adjustment will be made if the dividend payment exceeds 20% of the previous year) | |||||
6. Effective date of adjusted exchange price |
January 1, 2005 | |||||
7. Date of board resolution | February 4, 2005 | |||||
- attendance of outside directors |
Present | 8 | ||||
Absent |
None |
|||||
8. Date of board resolution | February 4, 2005 | |||||
9. Miscellaneous | The effective date of adjusted exchange price is January 1, 2005. It will be retroactively effective immediately upon the approval at the general shareholders’ meeting on March 11, 2005. Above adjustments are subject to change pursuant to an audit by the company’s independent auditors or pursuant to the shareholders’ meeting. |
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: February 4, 2005
KT Corporation | ||
By: |
/s/ Wha Joon Cho | |
Name: |
Wha Joon Cho | |
Title: |
Managing Director |