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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 December, 2002
KOREA ELECTRIC POWER CORPORATION
(Translation of registrant's name into English)
167, Samsung-dong, Kangnam-ku, Seoul 135-791, 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
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(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
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .)
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This Report of Foreign Private Issuer on Form 6-K is deemed filed for all
purposes under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, including by reference in the Registration
Statement on Form F-3 (Registration No. 33-99550) and the Registration Statement
on Form F-3 (Registration No. 333-9180). In addition, this Report of Foreign
Private Issuer on Form 6-K shall be deemed to be incorporated by reference into
the registrant's Consent Solicitation Statement, dated November 14, 2002,
relating to its solicitation of consents and proxies from the holders of its
6 3/8% Notes due 2003, 8 1/4% Notes due 2005, 7 3/4% Debentures due 2013, 6%
Debentures due 2026, 7% Debentures due 2027, 6 3/4% Debentures due 2027, 7.40%
Amortizing Debentures due 2016 and 7.95% Zero-to-Full Debentures due 2096, and
to be a part thereof from the date on which this report is filed or furnished,
to the extent not superseded by documents or reports subsequently filed or
furnished.
DISPOSAL OF EQUITY (SHARES) INVESTED TO OTHER COMPANIES
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Company Name Powercomm Co., Ltd.
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Representative Suh, Sa Hyun
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Relationship with KEPCO Subsidiary
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1. Details of Paid-in Capital (in Korean Won) 750,000,000,000
Concerning -----------------------------------------------------------------------------------------------------
Company Total Number of Shares Issued and
Outstanding 150,000,000
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Major Business Lease of Line Network
(Telecommunication)
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Place of Location 891, Daechi-dong, Gangnam-gu, Seoul
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Amount of Sale Proceeds (in Korean Won) 819,000,000,000
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Total Number of Shares Disposed 68,250,000
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2. Details of Total Number of Shares Owned by KEPCO
Disposal after Disposal 65,993,000
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Ownership by KEPCO after Disposal 44 %
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Date of Closing December 16, 2002
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3. Purpose of Disposal Pursuant to the privatization plan of public
corporations by Korean government.
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4. Aggregate Amount of the Shares Which Has Been Disposed by KEPCO
in Fiscal Year 2002 including This Disposal (in Korean Won) = "A" 819,000,000,000
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5. Total Amount of Shareholders' Equity of KEPCO as of the End of
the Immediately Preceding Fiscal Year (in Korean Won) = "B" 3,200,504,380,000
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6. "A/B" 25.6 %
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7. Date on which the Resolution of Board of Directors was Made to
Dispose Shares November 30, 2002
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8. Whether or not Fair Trade Act is Applicable? N/A
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9. Total Amount of Assets as of the End of the Immediately Preceding
Fiscal Year of the Concerning Company (in Korean Won) 1,391,431,907,157
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* Enclosed; Selected "Share Sale And Purchase Agreement"
SHARE SALE AND PURCHASE AGREEMENT
This SHARE SALE AND PURCHASE AGREEMENT is made as of this 29th day of
November, 2002 by and between Korea Electric Power Corporation, a company
organized and existing under the laws of Korea with its registered principal
office at 167, Samsung-dong, Kangnam-ku, Seoul, 135-791, Korea (the "Seller"),
and DACOM Corporation, a company organized and existing under the laws of Korea
with its registered principal office at DACOM Bldg., 706-1, Yeoksam-Dong,
Kangnam-Gu. Seoul, 135-987, Korea ("DACOM").
WHEREAS, the Seller owns 134,243,000 Shares (as defined below) of Powercomm
Corporation, a company organized and existing under the laws of Korea with its
principal registered office at Hynix Semiconductor Bldg., 891 Daechi-Dong,
Kangnam-Gu, Seoul, 135-738, Korea (the "Company"), which represents
approximately 89.5 percent (89.5%) of all the issued and outstanding capital
stock of the Company as of the date hereof;
WHEREAS, the Seller desires to (i) sell, in the aggregate, 68,250,000
issued and outstanding Shares (the "Subject Shares") to DACOM and (ii) grant to
DACOM an option to purchase up to 12,750,000 additional existing Shares of the
Company from the Seller, in each case on the terms and conditions set forth
herein;
WHEREAS, it is contemplated that DACOM may nominate additional purchasers
("DAMCOM Nominees" and each of DACOM and the DACOM Nominees, a "Buyer" and
collectively, the "Buyer Group") of the Shares pursuant to an accession
agreement (the "Accession Agreement"), substantially in the form attached as
Exhibit A, whereby each DACOM Nominee will agree to become a Party and be bound
by this Agreement as a Buyer and the Shareholders Agreement (as defined below)
as a Buyer and to perform, comply with, and be subject to all of the duties,
burdens and obligations hereto and thereto, as if such DACOM Nominee had duly
and validly executed and delivered this Agreement as a Buyer hereto and the
Shareholders Agreement as a Buyer thereto;
WHEREAS, the Buyers desire to purchase the Subject Shares from the Seller
and DACOM desires to acquire such option from the Seller, in each case on the
terms and conditions set forth herein;
WHEREAS, on the date hereof and concurrent with the execution of this
Agreement, DACOM has delivered to the Seller the Performance Deposit (as defined
below) to be held by the Seller in accordance with Sections 3.2 and 8.2 hereof;
and
WHEREAS, contemporaneously herewith the Parties hereto have executed and
delivered the Shareholders Agreement.
NOW THEREFORE, in consideration of the mutual representations, warranties,
promises, covenants and agreements set forth herein, intending to be legally
bound hereby, the Seller and each Buyer (individually, a "Party" and,
collectively, the "Parties") agree as follows;
"Threatened" shall mean the receipt by the Company of a demand or other
statement in writing that a claim, proceeding, dispute, action or other matter
is likely to be asserted, commenced, taken or otherwise pursued against the
Company in the future.
"Threshold" shall mean an amount equal to three-tenths of one percent
(0.3%) of the Purchase Price.
"Trademarks" shall mean Korean and foreign registered and unregistered
trademarks, trade dress, service marks, logos, trade names, corporate names and
all registrations and applications to register the same.
"Transactions" shall mean all the transactions provided for by this
Agreement.
"Transaction Documents" shall mean this Agreement, the Shareholders
Agreement, the Promissory Notes and the other documents and certificates
delivered under or pursuant to the terms of this Agreement.
ARTICLE II
PURCHASE AND SALE OF SUBJECT SHARES
Section 2.1 SALE OF SUBJECT SHARES. Subject to the terms and conditions set
forth in this Agreement, at the Closing the Seller will sell, convey, assign,
transfer and deliver to the Buyer Group, and the Buyer Group will purchase and
acquire from the Seller, the Subject Shares, free and clear of all Encumbrances.
Section 2.2 PURCHASE PRICE. Subject to the terms and conditions of this
Agreement, in consideration of the aforesaid sale, conveyance, assignment,
transfer and delivery to the Buyer Group of the Subject Shares, the Buyer Group
shall pay to the Seller an aggregate Purchase Price KRW 819,000,000,000 (the
"Purchase Price"), which equals KRW 12,000 per Subject Share (the "Per Share
Purchase Price"). The obligations of each Buyer other than DACOM to pay the
Purchase Price shall be satisfied in full by payment of cash at Closing, by wire
transfer in immediately available funds to an account designated by the Seller
at least two (2) Business Days prior to the Closing Date. DACOM shall pay the
Purchase Price as follows:
(a) by a deferred payment obligation in the amount of KRW 409,500,000,000
(the "deferred Payment") and by the due issuance at Closing of,
principal amount of KRW 409,500,000,000 and the other terms and
conditions set forth in Exhibit 2.2(a) (the "Subject Shares Promissory
Notes"); for the avoidance of doubt, the Subject Shares Promissory
Notes shall be issued for the purpose of "paying for the Deferred
Payment" ([INSERT KOREAN TRANSLATION]) and not as "instead of the
Deferred Payment" ([INSERT KOREAN TRANSLATION]); for the further
avoidance of doubt, the obligation to pay the Deferred Payment shall
be satisfied to the extent the Subject Shares Promissory Notes are
paid; and
(b) payment of cash at Closing, by wire transfer in immediately available
funds to an account designated by the Seller at least two (2) Business
IN WITNESS WHEREOF, KEPCO and DACOM have caused this Shareholders Agreement to
be executed by a duly authorized officer as of the day and year first above
written and the Company has caused this Shareholders Agreement to be executed by
a duly authorized officer as of the day and year set forth below.
DACOM CORPORATION
By: /s/ Un Suh Park
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Name: Un Suh Park
Title: Vice Chairman & CEO
IN WITNESS WHEREOF, KEPCO and DACOM have caused this Shareholders Agreement to
be executed by a duly authorized officer as of the day and year first above
written and the Company has caused this Shareholders Agreement to be executed by
a duly authorized officer as of the day and year set forth below.
KOREA ELECTRIC POWER CORPORATION
By: /s/ Dong Suk Kang
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Name: Dong Suk Kang
Title: Chairman & CEO
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.
KOREA ELECTRIC POWER CORPORATION
By: /s/ Chung, Soo Eun
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Name: Chung, Soo Eun
Title: Chief Financial Officer
Date: December 10, 2002