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 March 2005
Kookmin Bank
(Translation of registrant’s name into English)
9-1, 2-Ga, Namdaemun-Ro, Jung-Gu, Seoul, Korea 100-703
(Address of principal executive office)
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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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 No X
ON 3RD MARCH, 2005, KOOKMIN BANK FURNISHED PUBLIC NOTICE REGARDING THE CONVOCATION OF ITS GENERAL SHAREHOLDERS’ MEETING FOR THE FISCAL YEAR 2004. SUCH PUBLIC NOTICE WAS MADE THROUGH TWO KOREAN DAILY NEWSPAPERS PURSUANT TO THE KOREAN SECURITIES EXCHANGE LAW.
THE AGENDA FOR THE GENERAL SHAREHOLDERS’ MEETING WAS ALSO RELEASED THROUGH THE TWO KOREAN DAILY NEWSPAPERS, AND THE DETAILED CONTENTS OF SUCH AGENDA ARE ALSO CURRENTLY BEING DISTRIBUTED TO SHAREHOLDERS OF KOOKMIN BANK FOR THEIR REFERENCE AS THEY EXERCISE THEIR VOTING RIGHTS.
| 3 | ||
| 4 | ||
| 6 | ||
| AGENDUM 4. APPOINTMENT OF AUDIT COMMITTEE MEMBER CANDIDATES, WHO ARE NON-EXECUTIVE DIRECTORS |
7 | |
| 8 | ||
Agenda for General Shareholders’ Meeting for the
Fiscal Year 2004
AGENDUM 1. APPROVAL OF NON-CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2004:BALANCE SHEET; INCOME STATEMENT; AND STATEMENT OF RETAINED EARNINGS (DISPOSITION OF ACCUMULATED DEFICIT)
Please find the following Exhibits attached to this document:
Exhibit Index
| 99.1 | Non-consolidated Balance Sheets as of December 31, 2004 and 2003 | |
| 99.2 | Non-consolidated Income Statements for the Years Ended December 31, 2004 and 2003 | |
| 99.3 | Non-consolidated Statements of Retained Earnings (Disposition of Accumulated Deficit) for the Years Ended December 31, 2004 and 2003 | |
3
AGENDUM 2. APPOINTMENT OF DIRECTORS
List of Nominees for Executive Director
| Name (Date of Birth) |
Current Position |
Education |
Career |
Transactions with the Bank during the past 3 years | ||||
| Chang, Hyungduk (Newly Appointed) (08/13/1950) |
Auditor & Executive Director, Kookmin Bank |
• Advanced Management Course at the Federation of Korean Industries, Seoul
• B.A. in English Hankuk University of Foreign Studies, Seoul |
• Special Advisor, Shin & Kim
• President & CEO, Kyobo Life
• COO & Deputy President, Seoul Bank, Korea.
• Small & Medium Corporate Banking Head, Citibank, Korea
• EVP & Head of Operations of First Citicorp Leasing Inc., Korea, |
None | ||||
| Shin, Kap (Newly Appointed) (09/04/1955) |
Senior Executive Vice President, Kookmin Bank | • Master of Business Administration, Northern Illinois Univ.
• B.A. in Accounting, Northern Illinois Univ. |
• CFO, Korea Exchange Bank Credit Service
• CEO, Kapco Inc. (Management Consulting Firm)
• CFO, Citibank, Seoul |
None | ||||
List of Nominees for Non-Executive Director
| Name (Date of Birth) |
Current Position |
Education |
Career |
Transactions with the Bank during the past 3 years | ||||
| Takasugi, Nobuya (Newly Appointed) (09/03/1942) |
Advisor, Fujixerox Korea |
• Waseda University, Japan |
• Chairman & CEO, Fujixerox Korea
• Chairman, Seoul Japan Club |
None | ||||
| Namkoong, Hun (Newly Appointed) (06/26/1947) |
Professor, Myongji Univ. |
• M.A. in Public Admin., Univ. of Wisconsin at Madison
• B.A. in Law, Seoul Nat’l Univ. |
• Member of Monetary Policy Committee
• President, Korea Depositary Insurance Corporation |
None | ||||
| Song, Doohwan (Newly Appointed) (05/29/1949) |
Representative Partner, Law firm, Hankyul |
• B.A. in Law, Seoul Nat’l Univ. |
• Judge, Seoul Civil District Court
• Executive Director of the Lawyers for Democratic Society |
None | ||||
4
| Name (Date of Birth) |
Current Position |
Education |
Career |
Transactions with the Bank during the past 3 years | ||||
| Lee, Changkyu (Newly Appointed) (05/20/1951) |
CEO, Joongang Ilbo, Sisa Media | • B.A. in Economics, Sogang Univ. |
• Managing Director, Joongang Ilbo
• Director, Joongang Ilbo Newsroom |
None | ||||
| Cho, Dam (Newly Appointed) (08/01/1952) |
Professor, Chonnam Nat’l Univ, |
• Ph.D, Korea Univ.
• M.A. Korea Univ.
• B.A. in Business Administration Korea Univ. |
• Vice Chairman, Korea Finance Association
• Advisory Professor, Samsung Fire & Marine Insurance
• Professor, Hongik Univ. |
None | ||||
| Kim, Taehee (Newly Appointed) (02/29/1960) |
CEO, C&S | • B.A. in Business, Kyungpook Nat’l Univ. |
• Vice Chairperson, Korea Venture Business Association
• CEO, Win-tek
• President & CEO. Cablerex
• Auditor, C&S |
None | ||||
| Chung, Dongsoo (Reappointed) (09/24/1453) |
Chair-Professor Sangmyung Univ. |
• B.A. in Business Admin. Seoul National University
• M.A. in Public Admin.,Univ. of Wisconsin at Madison |
• Deputy Minister, Ministry of Environment
• Deputy Minister, Planning & Management Office, Ministry of Planning & Budget
|
None | ||||
| Cha, Sukyong (Reappointed) (06/09/1953) |
President&CEO, LG Household & Health Care |
• B.A. School of Management, State University of New York
• M.B.A., Johnson Graduate School of Management, Cornell University
• Attended School of Law, Indiana University |
• President & CEO, Haitai Confectionery & Foods Co., Ltd
• President & CEO, Procter & Gamble Korea
• President & CEO, Ssangyong Paper Company.
• CFO, P&G Asia Headquarters, Hong Kong |
None | ||||
| Kim, Kihong (Reappointed) (01/10/1957) |
Professor of Business Administration, Chungbuk National University | • B.A in Business & Economics, Barat College
• M.B.A., University of Missouri
• Ph.D in Business Administration, University of Georgia |
• Research Director, Korea Insurance Academic Society
• Deputy Governor,, Financial Supervisory Service |
KRW 18 million in Housing Loans | ||||
| Cheon, Youngsoon (Reappointed) (02/01/1961) |
Professor of Business Administration, Chung-ang University | • B.A. in Business Admin., Chung-ang Univ.
• M.A. & Ph.D in Accountancy Univ. of Georgia |
• Assistant Professor, Kyunghee Univ.
• Research Fellow, Korea Institute of Fiscal Policy
• Assistant Professor, Baruch college, City Univ. of New York |
None | ||||
5
AGENDUM 3. APPOINTMENT OF AN AUDIT COMMITTEE MEMBER CANDIDATE, WHO IS AN EXECUTIVE DIRECTOR (STANDING AUDIT COMMITTEE MEMBER)
| Name (Date of Birth) |
Current Position |
Education |
Career |
Transactions with the Bank during the past 3 years | ||||
| Chang, Hyungduk (Newly Appointed) (08/13/1950) |
Auditor & Executive Director, Kookmin Bank | • Advanced Management Course at the Federation of Korean Industrial, Seoul
• B.A. in English Hankuk University of Foreign Studies, Seoul |
• Special Advisor, Shin & Kim
• President & CEO, Kyobo Life
• COO & Deputy President, Seoul Bank, Korea.
• Small & Medium Corporate Banking Head, Citibank, Korea
• EVP & Head of Operation of First Citicorp Leasing Inc., Korea,
• Branch Banking Director and Assets Business Head, Citibank, Korea |
None |
6
AGENDUM 4. APPOINTMENT OF AUDIT COMMITTEE MEMBER CANDIDATES, WHO ARE NON-EXECUTIVE DIRECTORS
| Name (Date of Birth) |
Current Position |
Education |
Career |
Transactions with the Bank during the past 3 years | ||||
| Namkoong, Hun (06/26/1947) |
Professor, Myongji Univ. |
• M.A. in Public Admin., Univ. of Wisconsin at Madison
• B.A. in Law, Seoul Nat’l Univ. |
• Member of Monetary Policy Committee
• President, Korea Depositary Insurance Corporation |
None | ||||
| Cha, Sukyong (06/09/1953) |
President&CEO, LG Household & Health Care |
• B.A. School of Management, State University of New York
• M.B.A., Johnson Graduate School of Management, Cornell University
• Attended School of Law, Indiana University |
• President & CEO, Haitai Confectionery & Foods Co., Ltd
• President & CEO, Procter & Gamble Korea
• President & CEO, Ssangyong Paper Company.
• CFO, P&G Asia Headquarters, Hong Kong |
None | ||||
| Kim, Kihong (01/10/1957) |
Professor of Business Administration, Chungbuk National University | • B.A in Business & Economics, Barat College
• M.B.A., University of Missouri
• Ph.D in Business Administration, University of Georgia |
• Research Director, Korea Insurance Academic Society
• Deputy Governor,, Financial Supervisory Service |
KRW 18 million Of Housing Loan | ||||
| Cheon, Youngsoon (02/01/1961) |
Professor of Business Administration, Chung-ang University | • B.A. in Business Admin., Chung-ang Univ.
• M.A. & Ph.D in Accountancy Univ. of Georgia |
• Assistant Professor, Kyunghee Univ.
• Research Fellow, Korea Institute of Fiscal Policy
• Assistant Professor, Baruch college, City Univ. of New York |
None | ||||
7
AGENDUM 5. APPROVAL OF PREVIOUSLY GRANTED STOCK OPTIONS
On October 29, 2004, the board of directors of Kookmin Bank approved and ratified the granting of stock options to Mr. Chung Won Kang, who was nominated as the President & CEO of Kookmin Bank by the board of directors, which nomination was approved at an extraordinary shareholders’ meeting held on October 29, 2004.
Pursuant to Article 13 of the Articles of Incorporation, a board of directors resolution granting stock options is subject to approval and ratification at the first shareholders’ meeting held after the grant date.
The purpose of this grant of stock options is to motivate the grantee to achieve certain business targets and achieve responsible management, as the number of options that will be exercisable will be performance-based. The class of stock to be granted is Kookmin Bank’s registered common shares.
1. Grant Date: November 1, 2004
2. Number of Stock Options: 700,000 shares
| • | 500,000 stock options: Linked to ROE of 25% and BIS Ratio of 12%1 |
Of the options granted, with respect to options to purchase 500,000 shares, the grantee’s performance will be evaluated against business targets of a ROE of 25% and a BIS Capital Adequacy Ratio of 12%, weighted 60% and 40% respectively. More specifically, the number of options that will be exercisable will correspond to achievement of specific ROE (for the twelve months ended to the third quarter of 2007) and BIS Capital Adequacy Ratio (as of the end of the third quarter of 2007) targets. If both the ROE and BIS Ratio fall below 10%, the stock options granted shall not be exercisable. In the event of the grantee’s early retirement, the ROE and BIS Ratio at the end of the quarter immediately preceding such early retirement shall be applied, for purposes of determining the number of options that will be exercisable.
| 1 | Applying Financial Supervisory Service Standard |
8
Exercisable number of options corresponding to ROE
(Unit :%)
| ROE(%) |
Less than 10 |
10 or more but less than 13 |
13 or more but less than 16 |
16 or more but less than 19 |
19 or more but less than 22 |
22 or more but less than 25 |
25 or more |
|||||||||||||
| Percentage of options that are exercisable |
Not exercisable |
50 | % | 60 | % | 70 | % | 80 | % | 90 | % | 100 | % |
Exercisable number of options corresponding to BIS Ratio
(Unit:%)
| BIS Ratio (%) |
Less than 10.0 |
10.0 or more but less than 10.5 |
10.5 or more but less than 11.0 |
11.0 or more but less than 11.5 |
11.5 or more but less than 12.0 |
12.0 or more |
|||||||||||
| Percentage of options that are exercisable |
Not exercisable |
60 | % | 70 | % | 80 | % | 90 | % | 100 | % |
| • | 200,000 stock options: Linked to TRS (Total Return to Shareholders) |
Of the options granted, with respect to options to purchase 200,000 shares, the number of options exercisable will be indexed to TRS. If TRS is 60% or more (rounded down to nearest whole integer) of the rate of increase in the KOSPI banking industry index, the entire number of granted options is exercisable. In the event that TRS is less than 60%, all granted stock options shall be cancelled.
Formula 1
TRS = {closing price as of the beginning date of exercise period + dividend per shares (from the grant date to the beginning date of exercise period2)} – closing price as of the date of grant} / closing price as of the date of grant × 100
Formula 2
Rate of increase in the KOSPI banking industry index = (KOSPI banking industry index as of the beginning date of the exercise period2 – KOSPI banking industry index as of the date of grant) / KOSPI banking industry index as of the date of grant x 100
| 2. | In the event the grantee resigns prior to the end of his originally designated term, the cut-off date for the TRS and the rate of increase in the KOSPI banking industry index shall be such early resignation date. |
9
Exercisable number of options corresponding to TRS
(Unit :%)
| TRS
|
Rate of increase in the KOSPI banking industry index |
||||||||||||||||
| Less than 60% |
60% or more but less than 70% |
70% or more but less than 80% |
80% or more but less than 90% |
90% or more but less than 100% |
100% or more |
||||||||||||
| Percentage of options that are exercisable | Not exercisable |
60% | 70 | % | 80 | % | 90 | % | 100 | % | |||||||
3. Exercise Price
Formula
Exercise price = 37,600 Won x (1 + rate of increase for the KOSPI banking industry index x 0.4)
Rate of increase for the KOSPI banking industry index = (KOSPI banking industry index as of the beginning date of the exercise period 3 – KOSPI banking industry index as of the date of grant) / KOSPI banking industry index as of the date of grant.
Any negative rate of increase in the KOSPI banking industry index is not reflected in the calculation, and therefore, the exercise price will be 37,600 Won. Amounts of less than 100 Won shall be rounded up in the calculated price.
4. Method of Exercise
Kookmin Bank may choose one of the following methods of compensation in respect of any exercise of stock options: 1) granting newly issued shares; 2) granting treasury shares; or 3) granting cash or treasury shares for the difference between the exercise price and the market price in the event that the exercise price is lower than the market price.
5. Exercise Period: From November 2, 2007 to November 1, 2012
6. Adjustment to Exercise Price and Number of Options
In the event of any issue of new shares, stock dividend, transfer of reserves to capital, stock split, reverse of split, or merger, which require adjustments of the price or the numbers of stock after the option grant date, adjustment shall be made as needed in accordance with the resolutions reached by the board of directors.
| 3. | KOSPI banking industry index as of the date of resignation will be applied in the event the grantee resigns during the course of three years. |
10
7. Adjustment Following the Early Retirement
If the grantee resigns or ceases employment with the Bank within three years from the grant date, and requisite conditions for the exercise of options have been met, the grantee will be entitled to exercise his exercisable number of options, provided such number shall be adjusted according to the following formula. Fractions of a share will be rounded down.
Formula
Exercisable number of shares= Number of shares adjusted according to performance evaluation scoring x Number of Calendar Days at Work / 3 Years
11
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.
| Kookmin Bank | ||||
| (Registrant) | ||||
| Date: March 3, 2005 |
By: | /s/ Kap Shin | ||
| (Signature) | ||||
| Name: | Kap Shin | |||
| Title: | Senior Executive Vice President & | |||
| Chief Financial Officer | ||||
12
Exhibit 99.1
Kookmin Bank
Non- Consolidated Balance Sheets
December 31, 2004 and 2003
| (in millions of Won)
|
2004 |
2003 |
||||||
| Assets |
||||||||
| Cash and due from banks |
(Won) | 5,177,758 | (Won) | 6,526,345 | ||||
| Securities, net |
27,598,737 | 26,908,462 | ||||||
| Loans, net |
136,034,323 | 141,138,972 | ||||||
| Fixed assets, net |
2,633,218 | 3,019,556 | ||||||
| Other assets |
8,283,148 | 6,508,855 | ||||||
| Total assets |
(Won) | 179,727,184 | (Won) | 184,102,190 | ||||
| Liabilities and Shareholders’ Equity |
||||||||
| Deposits |
127,010,534 | 132,180,272 | ||||||
| Borrowings |
9,634,296 | 10,902,800 | ||||||
| Debentures |
21,867,820 | 19,192,581 | ||||||
| Other liabilities |
12,109,893 | 13,589,031 | ||||||
| Total liabilities |
(Won) | 170,622,543 | (Won) | 175,864,684 | ||||
| Commitments and contingencies |
||||||||
| Common stock (5,000 Won par value per share, authorized 1 billion shares and 336,379,116 shares outstanding in 2004) |
1,681,896 | 1,681,896 | ||||||
| Capital surplus |
6,230,738 | 6,230,738 | ||||||
| Retained earnings |
2,041,691 | 1,485,111 | ||||||
| Capital adjustments |
(849,684 | ) | (1,160,239 | ) | ||||
| Total shareholders’ equity |
9,104,641 | 8,237,506 | ||||||
| Total liabilities and shareholders’ equity |
(Won) | 179,727,184 | (Won) | 184,102,190 | ||||
1
Exhibit 99.2
Kookmin Bank
Non- Consolidated Income Statements
Years ended December 31, 2004 and 2003
| (in millions of Won except per share amounts)
|
2004 |
2003 |
||||||
| Interest income |
||||||||
| Interest on due from banks |
(Won) | 9,995 | (Won) | 10,433 | ||||
| Interest on trading securities |
151,349 | 116,142 | ||||||
| Interest on available-for-sale securities |
534,410 | 754,605 | ||||||
| Interest on held-to-maturity securities |
360,188 | 626,552 | ||||||
| Interest on loans |
10,279,924 | 10,018,895 | ||||||
| Other interest income |
104,967 | 98,923 | ||||||
| 11,440,833 | 11,625,550 | |||||||
| Interest expenses |
||||||||
| Interest on deposits |
3,909,204 | 4,280,290 | ||||||
| Interest on borrowings |
326,586 | 410,746 | ||||||
| Interest on debentures |
1,116,110 | 1,143,228 | ||||||
| Other interest expenses |
59,202 | 68,570 | ||||||
| 5,411,102 | 5,902,834 | |||||||
| Net interest income |
6,029,731 | 5,722,716 | ||||||
| Provision for loan losses |
3,068,248 | 1,431,181 | ||||||
| Net interest income after provision for loan losses |
2,961,483 | 4,291,535 | ||||||
| Non-interest income |
||||||||
| Fees & commission income |
2,186,741 | 1,636,171 | ||||||
| Dividends on trading securities |
3,289 | 1,633 | ||||||
| Dividends on available-for-sale securities |
13,452 | 5,580 | ||||||
| Gain on foreign currency transactions |
257,039 | 287,501 | ||||||
| Gain on derivatives transactions |
4,057,392 | 1,131,711 | ||||||
| Others |
2,921,114 | 882,459 | ||||||
| 9,439,027 | 3,945,055 | |||||||
| Non-interest expenses |
||||||||
| Fees and commission expenses |
452,174 | 270,405 | ||||||
| General and administrative expenses |
2,758,514 | 2,704,148 | ||||||
| Loss on foreign currency transactions |
305,448 | 200,109 | ||||||
| Loss on derivatives transactions |
3,990,483 | 1,053,990 | ||||||
| Others |
2,804,723 | 1,522,037 | ||||||
| 10,311,342 | 5,750,689 | |||||||
| Operating income |
2,089,168 | 2,485,901 | ||||||
| Non-operating expenses, net |
(1,190,570 | ) | (3,872,661 | ) | ||||
| Net (loss) income before income tax expense |
898,598 | (1,386,760 | ) | |||||
| Income tax (benefit) expense |
343,348 | (456,404 | ) | |||||
| Net (loss) income |
(Won) | 555,250 | (Won) | (930,356 | ) | |||
| Basic (loss) earnings per share (In Korean Won) |
(Won) | 1,812 | (Won) | (2,854 | ) | |||
| Diluted (loss) earnings per share (In Korean Won) |
(Won) | 1,811 | (Won) | (2,854 | ) | |||
2
Exhibit 99.3
Kookmin Bank
Non- Consolidated Statements of Appropriations of Retained Earnings
(Dispositions of Accumulated Deficit)
Years ended December 31, 2004 and 2003
(Date of Appropriation: March 18, 2005 for the year ended December 31, 2004)
(Date of Disposition: March 23, 2004 for the year ended December 31, 2003)
| (in millions of Won)
|
2004 |
2003 |
||||||
| Retained earnings (accumulated deficit) before appropriations (dispositions) |
||||||||
| Unappropriated retained earnings carried over from prior year |
(Won) | (176,963 | ) | (Won) | 410 | |||
| Adjustment on investment in associates |
1,614 | (1,917 | ) | |||||
| Net income (loss) |
555,250 | (930,356 | ) | |||||
| 379,901 | (931,863 | ) | ||||||
| Transfers from voluntary reserve |
||||||||
| Discretionary appropriated retained earnings |
220,100 | 754,900 | ||||||
| Appropriated retained earnings for business stabilization |
40,760 | — | ||||||
| 260,860 | 754,900 | |||||||
| Appropriations |
||||||||
| Legal appropriated retained earnings |
55,600 | — | ||||||
| Appropriated retained earnings for financial structure improvement |
55,600 | — | ||||||
| Reserve for losses on sale of treasury stock |
359,525 | — | ||||||
| Other reserves |
1,438 | — | ||||||
| Cash dividends (11.0% for common stock in 2004) |
168,574 | — | ||||||
| 640,737 | — | |||||||
| Unappropriated retained earnings carried over to the subsequent year |
(Won) | 24 | (Won) | (176,963 | ) | |||
3