6-K/A 1 h03246e6vkza.htm FORM 6-K/A Form 6-K/A
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 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 April 3, 2009 KT disclosed that it is changing its merger date from May 18, 2009 to June 1, 2009. As of this change, the previously disclosed resolution to issue exchangeable bonds to NTT Docomo, INC. is amended as follows.
Amendment date : April 3, 2009
1.   Filing date of the amended Form 6-K : March 5, 2009
 
2.   Reason for amendment : Change of merger date and related dates
 
3.   Items to be amended
         
Item   Before Amendment   After Amendment
5. Maturity Date
  May 12, 2014   May 26, 2014
 
       
9. Conditions of exchange
- Period of exercise
  May 19, 2009 through May 12, 2014   June 2, 2009 through May 26, 2014
 
       
11. Payment date
  May 13, 2009   May 27, 2009
Incorporating the above amendments, the disclosure as amended, should be as follows:
                 
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 26, 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   June 2, 2009 through May 26, 2014
 
10. Subscription application date   January 20, 2009
 
11. Payment date
  May 27, 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  
Recipient   or largest shareholder     amount(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: April 3, 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