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 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 From 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    

 

Exhibit 99.2 (The Resolution of Board of Directors) Grant of Stock Options - Amended

 

On March 18, 2005, the board of directors of Kookmin Bank approved and ratified granting of stock options to Auditor & Executive Director, Senior Executive Vice Presidents, Executive Vice Presidents, Heads of Regional Head Office, Heads of Corporate Regional Head Office, Head of Derivatives Business Unit, Non-Executive Directors and Chief Compliance Officer of the Bank.

 

Pursuant to Article 13 of the Articles of Incorporation, the resolution by the Board are subject to the approval and ratification at the first-coming general shareholders’ meeting after the date of grant.

 

The purpose of the grant is to motivate the grantees toward accomplishing business targets and responsible management, as their performances will be indexed to the exercisable number of options granted. The type of stock to be granted is registered common shares of Kookmin Bank.

 

1. List of Grantees and the Number of Options

 

Grantees

   

Number of
Shares

(Share)

   As per
Offering
Structure
    Remark

Title

   

Name

        

Auditor &

Executive Director

    Hyung Duk Chang    30,000   3 year    Index Linked
Stock Options

Non-Executive

Directors

(Reappointed)

   

Suk Yong Cha

Ki Hong Kim

Young Soon Cheon

Dong Soo Chung

    135,000   3 year   

Non-Executive

Directors

(Newly appointed)

   

Chang Kyu Lee

Hun Namkoong,

Doo Hwan Song

Dam Cho,

Takasugi Nobuya

    (15,000 each)       

Senior EVPs

    Dong Won Kim    420,000   3 year    Performance
    

Kap Shin

Yun Keun Jung

Nam Sik Yang

Hyo Sung Won

Yong Kook Oh

Sang Jin Lee

Ahn Sook Koo

Jungyoung Kang

Young Han Choi

Dong Soo Choe

Seong Kyu Lee

Jun Bo Cho

Jeong Min Kim

    (30,000 each)        Linked
Stock
Options

EVPs

   

Sung Soo Jung

Hye Young Kim

Ki Hyun Kim

Jae Sam Chung

    60,000
(15,000 each)		         

Heads of Regional

Head Office

   

Chang Ho Kim

Dong Sook Kang

De Oak Shin

Dal Soo Lee

Byong Doo Ahn

Byung Kun Oh

Won Sik Yeo

Dong Su Roy

Kyoung Ho Lee

Jeung Ho Lee

Kwang Suk Lee

Tae Kon Kim

Hyeog Kwan Kwon

Hyo Nam Choi

Kyu Hyung Jung

    225,000
(15,000 each)		  

 

 

 

 

 

3 year

   

 

 

 

 

 

Performance
Linked
Stock
Options

Heads of

Corporate

Regional Head

Office

   

Dong Hwan Cho

Man Hee Lee

    30,000
(15,000 each)		         

Head of

Derivatives

Business Unit

    IL Soo Moon    15,000         

Chief Compliance

Officer

    Yong Seung Lee    15,000         

Total: 47 people

         930,000         

2. Adjustment to Number of Options for Grantees

 

  - Grantees: Senior EVPs, EVPs, Heads of Regional Head Office, Heads of Corporate Regional Head Office, Head of Derivatives Business Unit and Chief Compliance Officer

 

 

The number of stock options granted to the grantees above is subject to adjustment based on the average evaluated score of the performance he will achieve for three years from the date of grant. Where the grantee resigns or transfers for new assignment before three-year term expires, the calculation shall be made based upon the average score as of the latest quarterly period immediately prior to such event.

 

Evaluation Method

 

Average Score

     

Calculation of Exercisable Option

Less than 60 points      Stock option cancelled.

Over 60 but

Less than 80 points

     

•      Number of exercisable options = (Number of stock options granted) × evaluated score / 80)

Over 80 points      Total number of the stock options exercised.

 

3. Grant Date:    March 18, 2005

 

4. Method of Exercise

 

Kookmin Bank may deliver shares to a grantee who exercised his/her stock option by issuing new shares or by delivering treasury shares that Kookmin Bank holds. In addition, Kookmin Bank may give the grantee cash or treasury shares the value of which is equivalent for the difference between the exercise price and the market price.

5. Exercise Price

 

i) Auditor & Executive Director and Non-Executive Director, lined to stock price indices

 

Formula

 

Exercise price = 46,800 Won x (1 + rate of increase for KOSPI banking industry index x 0.4)

 

Less than 100 Won of the calculated price is to be rounded up. Rate of increase for KOSPI banking industry index1= (KOSPI banking industry index as of the effective date2 – KOSPI banking industry index as of the date of grant) / KOSPI banking industry index as of the date of grant

 

ii) Senior EVPs, EVPs, Heads of Regional Head Office, Heads of Corporate Regional Head Office, Head of Derivatives Business Unit and Chief Compliance Officer (Fixed)

 

  - Exercise Price: 46,800 Won

 

* Exercise price is decided at the arithmetic mean of the weighted average closings prices of the stock for following periods: (i) two months from and excluding the date of grant, (ii) one month from and excluding the date of grant and (iii) one week from and excluding the date of grant

 

6. Exercise Period:            From March 19, 2008 to March 18, 2013

 

7. Adjustment to Exercise Price and Number of Options

 

In the event that requires the adjustment of the exercise price or exercisable shares of stock options such as increase of capital, stock dividend, stock split, reverse stock split, merger or consolidation, reduction of capital, decrease of issued stocks resulting from the redemption of redeemable stocks, etc, the adjustment shall be made in accordance with the resolutions of the Board of Directors.

 

8. Adjustment Following Resignation

 

If any grantee resigns or ceases his/her office and conditions for his/her exercising stock options have been met, the grantees can exercise his/her options that shall be adjusted on daily basis according to the following formula. Less than a single share will be rounded down.

 

Formula

 

Exercisable number of shares= Number of shares of stock options granted x Working period / 3 Year

1. If the rate of increase for KOSPI banking industry index is negative, exercise price will be 46,800 won
2. The effective date to decide the number of stock options granted: March 18, 2008
  - In the case of the date being on holiday, the next business date will be effective

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 25, 2005   By:  

/s/ Kap Shin

        (Signature)
    Name:   Kap Shin
    Title:   Senior Executive Vice President &
        Chief Financial Officer