SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the Month of October, 2003
KOREA ELECTRIC POWER CORPORATION
(Translation of registrant's name into English)
167, Samseong-dong, Gangnam-gu, 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
----- -----
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):
-------
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):
-------
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
----- -----
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .
-------
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).
PUBLIC NOTICE CONCERNING CONVOCATION OF THE FIRST BONDHOLDERS'
MEETING FOR KOREA ELECTRIC POWER CORPORATION REVERSE DUAL CURRENCY
JAPANESE YEN/AUSTRALIAN DOLLAR BONDS - FIRST SERIES (1996)
To the Bondholders
October 15th, 2003
KOREA ELECTRIC POWER CORPORATION
REVERSE DUAL CURRENCY JAPANESE YEN/AUSTRALIAN DOLLAR BONDS - FIRST SERIES (1996)
Commissioned Companies for Bondholders
Shinsei Bank, Limited Aozora Bank, Ltd.
Mizuho Corporate Bank, Ltd. The Bank of Tokyo-Mitsubishi, Ltd.
The Nomura Trust and Banking Co., Ltd. The Norinchukin Bank
The Commissioned Companies for Bondholders will hold the First Bondholders'
Meeting (the "Meeting") for the above captioned bonds (the "Bonds") as stated
below. You or your attorney-in-fact are kindly invited to attend the Meeting. As
the proposed agenda of the Meeting requires quorum for the resolutions, if you
or your attorney-in-fact will not attend the Meeting, you are kindly requested
to submit a Power of Attorney authorizing Shinsei Bank, Limited , as the
Representative Commissioned Company for Bondholders for the Bonds (the
"Representative Commissioned Company for Bondholders") to act as your
attorney-in-fact to the Representative Commissioned Company for Bondholders in
advance upon reviewing the below mentioned Reference Material and identifying
your vote on each agenda. Documents, which are available for your reference in
exercising your voting right in the Meeting (the "Reference Material"), shall be
kept at the Head Office of the Representative Commissioned Company for
Bondholders and made available for perusal by the Bondholders during the period
from Wednesday, October 15th, 2003 to one day prior to the convocation date of
the Meeting. The Reference Material can be sent to the Bondholders upon receipt
of their request after Wednesday, October 15th, 2003, therefore, you are
requested to contact the Representative Commissioned Company for Bondholders,
whose contact address are stated below. If you wish to exercise your voting
right in the Meeting, please submit the Bond certificate(s) or recording
certificate(s), as the case may be, to the Representative Commissioned Company
for Bondholders for deposit, by 17:00, Tuesday, November 18th, 2003 (Tokyo
time). (If you or your attorney-in-fact cannot attend the Meeting, you can
submit a Voting Instruction in advance to exercise your voting right pursuant to
the provision of Paragraph 1, Article 321-2 of the
Commercial Code of Japan. However, according to Korea Electric Power
Corporation, resolution on the agenda 2 below at the Meeting will become
effective upon approval by the Korean court as well as by the Tokyo District
Court, and the voting right exercise in writing is not allowed under the
Commercial Code of Korea. Therefore, it is possible that such voting right
exercise in writing in advance will not be regarded as valid by Korean court.)
1. Date & Time 10:00, Wednesday, November 26th, 2003
2. Place Rodo Square Tokyo
13-14, Shintomi 1-chome, Chuo-ku, Tokyo, Japan
(Hacchobori Station (Hibiya Line / JR Keiyo Line),
2 minutes walk from Exit A3
3. Purpose of the Meeting
Reason for Convocation of Bondholders' Meeting
Korea Electric Power Corporation ("KEPCO") has requested the Representative
Commissioned Company for Bondholders to convene a Bondholders' Meeting to
resolve (1) release of joint and several liabilities under the Bonds of KEPCO's
six generation company subsidiaries, or Korea South-East Power Co., Ltd., Korea
Midland Power Co., Ltd., Korea Western Power Co., Ltd., Korea Southern Power
Co., Ltd., Korea East-West Power Co., Ltd. and Korea Hydro & Nuclear Power Co.,
Ltd., (2) deletion of condition 23 (d) of the conditions of the Bonds (the
"Conditions of Bonds"), (3) provision of guarantee of the Bonds by The Korea
Development Bank ("KDB") in exchange for (1) and (2), and (4) other related
amendments to the Conditions of Bonds or to other documents or addition thereto.
The Commissioned Companies for Bondholders have deemed the above mentioned
matters proposed to be resolved " to have a material effect on the interests of
the Bondholders" as stated in condition 24 of the Conditions of Bonds and
decided to convene the Bondholders' Meeting.
Agenda
1. To delete condition 23(d) of the Conditions of Bonds which states "if KEPCO
ceases for any reason whatsoever to be a statutory juridical entity a
majority of whose capital is directly or indirectly owned by the Republic
of Korea, unless in each case the Republic of Korea or a legal entity duly
created and validly existing under the laws of the Republic of Korea
assumes the entire obligation of KEPCO under the Bonds, provided that such
legal entity is engaged in substantially the same activities as those
presently engaged in by KEPCO and is controlled by the Republic of Korea to
such an extent as is satisfactory to the Commissioned Companies for
Bondholders and provided further that in the reasonable judgment of the
Commissioned Companies for Bondholders such assumption is not materially
prejudicial to the interests of the Bondholders; or" in return for the
joint and
several guarantees by KDB of the obligation of KEPCO to the Bondholders
under the Bonds.
2. To waive, in return for the joint and several guarantees by KDB, the joint
and several liabilities of the six generation company subsidiaries, Korea
South-East Power Co., Ltd., Korea Midland Power Co., Ltd., Korea Western
Power Co., Ltd., Korea Southern Power Co., Ltd., Korea East-West Power Co.,
Ltd. and Korea Hydro & Nuclear Power Co., Ltd., in respect of all
obligations of KEPCO to the Bondholders under the Bonds, without affecting
the obligations of KEPCO under the Bonds.
3. To agree that KDB will jointly and severally guarantee the obligation of
KEPCO to the Bondholders under the Bonds if agenda 1 and 2 above are
approved at the meeting.
4. To approve such changes in the Conditions of Bonds or addition of the
Conditions of Guarantee as are necessary or desirable in consideration of
agenda 1 through 3 above and to consent that such changes or addition or
other necessary changes will be deemed to be written on the Bond
Certificate(s).
5. Regarding the matters related to the agenda 1 through 4 above in the
Agreement with Commissioned Companies for Bondholders, the Paying Agents
Agreement and the Recording Agency Agreement and other relevant documents
relating to the Bonds, to approve or give powers and authorities to the
Commissioned Companies for Bondholders or their representative, the
Representative Paying Agent or the Recording Agency on each of their behalf
or on behalf of the Bondholders to make necessary or desirable changes to
the above documents or prepare or consent to new agreements and other
documents with KEPCO or KDB.
If you have any queries on this Public Notice, please contact:
Shinsei Bank, Limited, Process Support Division (Tel: 03-5511-5612, 9:00 -
17:00)
--------------------------------------------------------------------------------
Furthermore, presentation meetings for Bondholders are scheduled by KEPCO
besides the Bondholders' Meeting.
Please contact International Finance Department of Daiwa Securities SMBC
Co. Ltd. At 03-5202-3497 / 3505, Financial Advisor of KEPCO, if you have
any queries about such presentation meetings.
--------------------------------------------------------------------------------
This exchange offer is made for securities of a non-U.S. company. The offer is
subject to disclosure requirements of a country that are different from those of
the United States. Financial statements included in the document, if any, have
been prepared in accordance with accounting standards that may not be comparable
to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws of the United States, since Korea
Electric Power Corporation and The Korea Development
Bank are located in a country outside of the United States, and some or all of
their respective officers and directors may be residents of a country outside of
the United States. You may not be able to sue a non-U.S. company or its officers
or directors in a non-U.S. court for violations of the U.S. securities laws. It
may be difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgment.
PUBLIC NOTICE CONCERNING CONVOCATION OF THE FIRST BONDHOLDERS'
MEETING FOR KOREA ELECTRIC POWER CORPORATION REVERSE DUAL CURRENCY
JAPANESE YEN/AUSTRALIAN DOLLAR BONDS - SECOND SERIES (1996)
To the Bondholders
October 15th, 2003
KOREA ELECTRIC POWER CORPORATION
REVERSE DUAL CURRENCY JAPANESE YEN/
AUSTRALIAN DOLLAR BONDS - SECOND SERIES (1996)
Commissioned Companies for Bondholders
Shinsei Bank, Limited Aozora Bank, Ltd.
Mizuho Corporate Bank, Ltd. The Bank of Tokyo-Mitsubishi, Ltd.
The Nomura Trust and Banking Co., Ltd. The Norinchukin Bank
The Commissioned Companies for Bondholders will hold the First Bondholders'
Meeting (the "Meeting") for the above captioned bonds (the "Bonds") as stated
below. You or your attorney-in-fact are kindly invited to attend the Meeting. As
the proposed agenda of the Meeting requires quorum for the resolutions, if you
or your attorney-in-fact will not attend the Meeting, you are kindly requested
to submit a Power of Attorney authorizing Shinsei Bank, Limited, as the
Representative Commissioned Company for Bondholders for the Bonds (the
"Representative Commissioned Company for Bondholders") to act as your
attorney-in-fact to the Representative Commissioned Company for Bondholders in
advance upon reviewing the below mentioned Reference Material and identifying
your vote on each agenda. Documents, which are available for your reference in
exercising your voting right in the Meeting (the "Reference Material"), shall be
kept at the Head Office of the Representative Commissioned Company for
Bondholders and made available for perusal by the Bondholders during the period
from Wednesday, October 15th, 2003 to one day prior to the convocation date of
the Meeting. The Reference Material can be sent to the Bondholders upon receipt
of their request after Wednesday, October 15th, 2003, therefore, you are
requested to contact the Representative Commissioned Company for Bondholders,
whose contact address are stated below. If you wish to exercise your voting
right in the Meeting, please submit the Bond certificate(s) or recording
certificate(s), as the case may be, to the Representative Commissioned Company
for Bondholders for deposit, by 17:00, Tuesday, November 18th, 2003 (Tokyo
time). (If you or your attorney-in-fact cannot attend the Meeting, you can
submit a Voting Instruction in advance to exercise your voting right pursuant to
the provision of Paragraph 1, Article 321-2 of the
Commercial Code of Japan. However, according to Korea Electric Power
Corporation, resolution on the agenda 2 below at the Meeting will become
effective upon approval by the Korean court as well as by the Tokyo District
Court, and the voting right exercise in writing is not allowed under the
Commercial Code of Korea. Therefore, it is possible that such voting right
exercise in writing in advance will not be regarded as valid by Korean court.)
1. Date & Time 15:00, Wednesday, November 26th, 2003
2. Place Rodo Square Tokyo
13-14, Shintomi 1-chome, Chuo-ku, Tokyo, Japan
(Hacchobori Station (Hibiya Line / JR Keiyo Line),
2 minutes walk from Exit A3
3. Purpose of the Meeting
Reason for Convocation of Bondholders' Meeting
Korea Electric Power Corporation ("KEPCO") has requested the Representative
Commissioned Company for Bondholders to convene a Bondholders' Meeting to
resolve (1) release of joint and several liabilities unde the Bonds of KEPCO's
six generation company subsidiaries, or Korea South-East Power Co., Ltd., Korea
Midland Power Co., Ltd., Korea Western Power Co., Ltd., Korea Southern Power
Co., Ltd., Korea East-West Power Co., Ltd. and Korea Hydro & Nuclear Power Co.,
Ltd., (2) deletion of condition 23 (d) of the conditions of the Bonds (the
"Conditions of Bonds"), (3) provision of guarantee of the Bonds by The Korea
Development Bank ("KDB") in exchange for (1) and (2), and (4) other related
amendments to the Conditions of Bonds or to other documents or addition thereto.
The Commissioned Companies for Bondholders have deemed the above mentioned
matters proposed to be resolved "to have a material effect on the interests of
the Bondholders" as stated in condition 24 of the Conditions of Bonds and
decided to convene the Bondholders' Meeting.
Agenda
1. To delete condition 23(d) of the Conditions of Bonds which states "if KEPCO
ceases for any reason whatsoever to be a statutory juridical entity a
majority of whose capital is directly or indirectly owned by the Republic
of Korea, unless in each case the Republic of Korea or a legal entity duly
created and validly existing under the laws of the Republic of Korea
assumes the entire obligation of KEPCO under the Bonds, provided that such
legal entity is engaged in substantially the same activities as those
presently engaged in by KEPCO and is controlled by the Republic of Korea to
such an extent as is satisfactory to the Commissioned Companies for
Bondholders and provided further that in the reasonable judgment of the
Commissioned Companies for Bondholders such assumption is not materially
prejudicial to the interests of the Bondholders; or" in return for the
joint and
several guarantees by KDB of the obligation of KEPCO to the Bondholders
under the Bonds.
2. To waive, in return for the joint and several guarantees by KDB, the joint
and several liabilities of the six generation company subsidiaries, Korea
South-East Power Co., Ltd., Korea Midland Power Co., Ltd., Korea Western
Power Co., Ltd., Korea Southern Power Co., Ltd., Korea East-West Power Co.,
Ltd. and Korea Hydro & Nuclear Power Co., Ltd., in respect of all
obligations of KEPCO to the Bondholders under the Bonds, without affecting
the obligations of KEPCO under the Bonds.
3. To agree that KDB will jointly and severally guarantee the obligation of
KEPCO to the Bondholders under the Bonds if agenda 1 and 2 above are
approved at the meeting.
4. To approve such changes in the Conditions of Bonds or addition of the
Conditions of Guarantee as are necessary or desirable in consideration of
agenda 1 through 3 above and to consent that such changes or addition or
other necessary changes will be deemed to be written on the Bond
Certificate(s).
5. Regarding the matters related to the agenda 1 through 4 above in the
Agreement with Commissioned Companies for Bondholders, the Paying Agents
Agreement and the Recording Agency Agreement and other relevant documents
relating to the Bonds, to approve or give powers and authorities to the
Commissioned Companies for Bondholders or their representative, the
Representative Paying Agent or the Recording Agency on each of their behalf
or on behalf of the Bondholders to make necessary or desirable changes to
the above documents or prepare or consent to new agreements and other
documents with KEPCO or KDB.
If you have any queries on this Public Notice, please contact:
Shinsei Bank, Limited, Process Support Division (Tel: 03-5511-5612, 9:00 -
17:00)
--------------------------------------------------------------------------------
Furthermore, presentation meetings for Bondholders are scheduled by KEPCO
besides the Bondholders' Meeting.
Please contact International Finance Department of Daiwa Securities SMBC
Co. Ltd. At 03-5202-3497 / 3505, Financial Advisor of KEPCO, if you have
any queries about such presentation meetings.
--------------------------------------------------------------------------------
This exchange offer is made for securities of a non-U.S. company. The offer is
subject to disclosure requirements of a country that are different from those of
the United States. Financial statements included in the document, if any, have
been prepared in accordance with accounting standards that may not be comparable
to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws of the United States, since Korea
Electric Power Corporation and The Korea Development
Bank are located in a country outside of the United States, and some or all of
their respective officers and directors may be residents of a country outside of
the United States. You may not be able to sue a non-U.S. company or its officers
or directors in a non-U.S. court for violations of the U.S. securities laws. It
may be difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgment.
PUBLIC NOTICE CONCERNING CONVOCATION OF THE FIRST BONDHOLDERS'
MEETING FOR KOREA ELECTRIC POWER CORPORATION JAPANESE YEN BONDS OF
1995 - FOURTH SERIES
To the Bondholders October 15th, 2003
KOREA ELECTRIC POWER CORPORATION JAPANESE YEN BONDS OF 1995 - FOURTH SERIES
Commissioned Companies for Bondholders
Aozora Bank, Ltd. Mizuho Corporate Bank, Ltd.
Shinsei Bank, Limited Sumitomo Mitsui Banking Corporation
The Bank of Tokyo-Mitsubishi, Ltd. The Sumitomo Trust & Banking Co., Ltd.
The Commissioned Companies for Bondholders will hold the First Bondholders'
Meeting (the "Meeting") for the above captioned bonds (the "Bonds") as stated
below. You or your attorney-in-fact are kindly invited to attend the Meeting. As
the proposed agenda of the Meeting requires quorum for the resolutions, if you
or your attorney-in-fact will not attend the Meeting, you are kindly requested
to submit a Power of Attorney authorizing Aozora Bank, Ltd., as the
Representative Commissioned Company for Bondholders for the Bonds (the
"Representative Commissioned Company for Bondholders") to act as your
attorney-in-fact to the Representative Commissioned Company for Bondholders in
advance upon reviewing the below mentioned Reference Material and identifying
your vote on each agenda. Documents, which are available for your reference in
exercising your voting right in the Meeting (the "Reference Material"), shall be
kept at the Head Office of the Representative Commissioned Company for
Bondholders and made available for perusal by the Bondholders during the period
from Wednesday, October 15th, 2003 to one day prior to the convocation date of
the Meeting. The Reference Material can be sent to the Bondholders upon receipt
of their request after Wednesday, October 15th, 2003, therefore, you are
requested to contact the Representative Commissioned Company for Bondholders,
whose contact address are stated below. If you wish to exercise your voting
right in the Meeting, please submit the Bond certificate(s) or recording
certificate(s), as the case may be, to the Representative Commissioned Company
for Bondholders for deposit, by 17:00, Monday, November 17th, 2003 (Tokyo time).
(If you or your attorney-in-fact cannot attend the Meeting, you can submit a
Voting Instruction in advance to exercise your voting right pursuant to the
provision of Paragraph 1, Article 321-2 of the
Commercial Code of Japan. However, according to Korea Electric Power
Corporation, resolution on the agenda 2 below at the Meeting will become
effective upon approval by the Korean court as well as by the Tokyo District
Court, and the voting right exercise in writing is not allowed under the
Commercial Code of Korea. Therefore, it is possible that such voting right
exercise in writing in advance will not be regarded as valid by Korean court.)
1. Date & Time 10:00, Tuesday, November 25th, 2003
2. Place Rodo Square Tokyo
13-14, Shintomi 1-chome, Chuo-ku, Tokyo, Japan
(Hacchobori Station (Hibiya Line / JR Keiyo Line),
2 minutes walk from Exit A3
3. Purpose of the Meeting
Reason for Convocation of Bondholders' Meeting
Korea Electric Power Corporation ("KEPCO") has requested the Representative
Commissioned Company for Bondholders to convene a Bondholders' Meeting to
resolve (1) release of joint and several liabilities under the Bonds of KEPCO's
six generation company subsidiaries, or Korea South-East Power Co., Ltd., Korea
Midland Power Co., Ltd., Korea Western Power Co., Ltd., Korea Southern Power
Co., Ltd., Korea East-West Power Co., Ltd. and Korea Hydro & Nuclear Power Co.,
Ltd., (2) deletion of condition 23 (iv) of the conditions of the Bonds (the
"Conditions of Bonds"), (3) provision of guarantee of the Bonds by The Korea
Development Bank ("KDB") in exchange for (1) and (2), and (4) other related
amendments to the Conditions of Bonds or to other documents or addition thereto.
The Commissioned Companies for Bondholders have deemed the above mentioned
matters proposed to be resolved " to have a material effect on the interests of
the Bondholders" as stated in condition 24 of the Conditions of Bonds and
decided to convene the Bondholders' Meeting.
Agenda
1. To delete condition 23(iv) of the Conditions of Bonds which states "if
KEPCO ceases for any reason whatsoever to be a statutory juridical entity a
majority of whose capital is directly or indirectly owned by the Republic
of Korea, unless in each case the Republic of Korea or a legal entity duly
created and validly existing under the laws of the Republic of Korea
assumes the entire obligation of KEPCO under the Bonds, provided that such
legal entity is engaged in substantially the same activities as those
presently engaged in by KEPCO and is controlled by the Republic of Korea to
such an extent as is satisfactory to the Commissioned Companies for
Bondholders and provided further that in the reasonable judgment of the
Commissioned Companies for Bondholders such assumption is not materially
prejudicial to the interests of the Bondholders; or" in return for the
joint and
several guarantees by KDB of the obligation of KEPCO to the Bondholders
under the Bonds.
2. To waive, in return for the joint and several guarantees by KDB, the joint
and several liabilities of the six generation company subsidiaries, Korea
South-East Power Co., Ltd., Korea Midland Power Co., Ltd., Korea Western
Power Co., Ltd., Korea Southern Power Co., Ltd., Korea East-West Power Co.,
Ltd. and Korea Hydro & Nuclear Power Co., Ltd., in respect of all
obligations of KEPCO to the Bondholders under the Bonds, without affecting
the obligations of KEPCO under the Bonds.
3. To agree that KDB will jointly and severally guarantee the obligation of
KEPCO to the Bondholders under the Bonds if agenda 1 and 2 above are
approved at the meeting.
4. To approve such changes in the Conditions of Bonds or addition of the
Conditions of Guarantee as are necessary or desirable in consideration of
agenda 1 through 3 above and to consent that such changes or addition or
other necessary changes will be deemed to be written on the Bond
Certificate(s).
5. Regarding the matters related to the agenda 1 through 4 above in the
Agreement with Commissioned Companies for Bondholders, the Paying Agents
Agreement and the Recording Agency Agreement and other relevant documents
relating to the Bonds, to approve or give powers and authorities to the
Commissioned Companies for Bondholders or their representative, the
Representative Paying Agent or the Recording Agency on each of their behalf
or on behalf of the Bondholders to make necessary or desirable changes to
the above documents or prepare or consent to new agreements and other
documents with KEPCO or KDB.
If you have any queries on this Public Notice, please contact:
Aozora Bank, Ltd., Derivative & Structured Finance Division (Tel: 03-3262-0697,
9:00 - 17:00)
--------------------------------------------------------------------------------
Furthermore, presentation meetings for Bondholders are scheduled by KEPCO
besides the Bondholders' Meeting.
Please contact International Finance Department of Daiwa Securities SMBC Co.
Ltd. At 03-5202-3497 / 3505, Financial Advisor of KEPCO, if you have any queries
about such presentation meetings.
--------------------------------------------------------------------------------
This exchange offer is made for securities of a non-U.S. company. The offer is
subject to disclosure requirements of a country that are different from those of
the United States. Financial statements included in the document, if any, have
been prepared in accordance with accounting standards that may not be comparable
to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal
securities laws of the United States, since Korea Electric Power Corporation and
The Korea Development Bank are located in a country outside of the United
States, and some or all of their respective officers and directors may be
residents of a country outside of the United States. You may not be able to sue
a non-U.S. company or its officers or directors in a non-U.S. court for
violations of the U.S. securities laws. It may be difficult to compel a non-U.S.
company and its affiliates to subject themselves to a U.S. court's judgment.
PUBLIC NOTICE CONCERNING CONVOCATION OF THE FIRST BONDHOLDERS'
MEETING FOR KOREA ELECTRIC POWER CORPORATION JAPANESE YEN BONDS -
FIFTH SERIES (1995)
To the Bondholders October 15th, 2003
KOREA ELECTRIC POWER CORPORATION JAPANESE YEN BONDS - FIFTH SERIES (1995)
Commissioned Companies for Bondholders
Mizuho Corporate Bank, Ltd. Aozora Bank, Ltd.
The Bank of Tokyo-Mitsubishi, Ltd. Shinsei Bank, Limited
The Nomura Trust and Banking Co., Ltd.
The Commissioned Companies for Bondholders will hold the First Bondholders'
Meeting (the "Meeting") for the above captioned bonds (the "Bonds") as stated
below. You or your attorney-in-fact are kindly invited to attend the Meeting. As
the proposed agenda of the Meeting requires quorum for the resolutions, if you
or your attorney-in-fact will not attend the Meeting, you are kindly requested
to submit a Power of Attorney authorizing Mizuho Corporate Bank, Ltd., as the
Representative Commissioned Company for Bondholders for the Bonds (the
"Representative Commissioned Company for Bondholders") to act as your
attorney-in-fact to the Representative Commissioned Company for Bondholders in
advance upon reviewing the below mentioned Reference Material and identifying
your vote on each agenda. Documents, which are available for your reference in
exercising your voting right in the Meeting (the "Reference Material"), shall be
kept at the Head Office of the Representative Commissioned Company for
Bondholders and made available for perusal by the Bondholders during the period
from Wednesday, October 15th, 2003 to one day prior to the convocation date of
the Meeting. The Reference Material can be sent to the Bondholders upon receipt
of their request after Wednesday, October 15th, 2003, therefore, you are
requested to contact the Representative Commissioned Company for Bondholders,
whose contact address are stated below. If you wish to exercise your voting
right in the Meeting, please submit the Bond certificate(s) or recording
certificate(s), as the case may be, to the Representative Commissioned Company
for Bondholders for deposit, by 17:00, Monday, November 17th, 2003 (Tokyo time).
(If you or your attorney-in-fact cannot attend the Meeting, you can submit a
Voting Instruction in advance
to exercise your voting right pursuant to the provision of Paragraph 1, Article
321-2 of the Commercial Code of Japan. However, according to Korea Electric
Power Corporation, resolution on the agenda 2 below at the Meeting will become
effective upon approval by the Korean court as well as by the Tokyo District
Court, and the voting right exercise in writing is not allowed under the
Commercial Code of Korea. Therefore, it is possible that such voting right
exercise in writing in advance will not be regarded as valid by Korean court.)
1. Date & Time 15:00, Tuesday, November 25th, 2003
2. Place Rodo Square Tokyo
13-14, Shintomi 1-chome, Chuo-ku, Tokyo, Japan
(Hacchobori Station (Hibiya Line / JR Keiyo Line),
2 minutes walk from Exit A3
3. Purpose of the Meeting
Reason for Convocation of Bondholders' Meeting
Korea Electric Power Corporation ("KEPCO") has requested the Representative
Commissioned Company for Bondholders to convene a Bondholders' Meeting to
resolve (1) release of joint and several liabilities under the Bonds of KEPCO's
six generation company subsidiaries, or Korea South-East Power Co., Ltd., Korea
Midland Power Co., Ltd., Korea Western Power Co., Ltd., Korea Southern Power
Co., Ltd., Korea East-West Power Co., Ltd. and Korea Hydro & Nuclear Power Co.,
Ltd., (2) deletion of condition 23 (d) of the conditions of the Bonds (the
"Conditions of Bonds"), (3) provision of guarantee of the Bonds by The Korea
Development Bank ("KDB") in exchange for (1) and (2), and (4) other related
amendments to the Conditions of Bonds or to other documents or addition thereto.
The Commissioned Companies for Bondholders have deemed the above mentioned
matters proposed to be resolved " to have a material effect on the interests of
the Bondholders" as stated in condition 24 of the Conditions of Bonds and
decided to convene the Bondholders' Meeting.
Agenda
1. To delete condition 23(d) of the Conditions of Bonds which states "If KEPCO
ceases for any reason whatsoever to be a statutory juridical entity a
majority of whose capital is directly or indirectly owned by the Republic
of Korea, unless in each case the Republic of Korea or a legal entity duly
created and validly existing under the laws of the Republic of Korea
assumes the entire obligation of KEPCO under the Bonds, provided that such
legal entity is engaged in substantially the same activities as those
presently engaged in by KEPCO and is controlled by the Republic of Korea to
such an extent as is satisfactory to the Commissioned Companies for
Bondholders and provided further that in the reasonable judgment of the
Commissioned Companies for Bondholders such assumption is not
materially prejudicial to the interests of the Bondholders; or" in return
for the joint and several guarantees by KDB of the obligation of KEPCO to
the Bondholders under the Bonds.
2. To waive, in return for the joint and several guarantees by KDB, the joint
and several liabilities of the six generation company subsidiaries, Korea
South-East Power Co., Ltd., Korea Midland Power Co., Ltd., Korea Western
Power Co., Ltd., Korea Southern Power Co., Ltd., Korea East-West Power Co.,
Ltd. and Korea Hydro & Nuclear Power Co., Ltd., in respect of all
obligations of KEPCO to the Bondholders under the Bonds, without affecting
the obligations of KEPCO under the Bonds.
3. To agree that KDB will jointly and severally guarantee the obligation of
KEPCO to the Bondholders under the Bonds if agenda 1 and 2 above are
approved at the meeting.
4. To approve such changes in the Conditions of Bonds or addition of the
Conditions of Guarantee as are necessary or desirable in consideration of
agenda 1 through 3 above and to consent that such changes or addition or
other necessary changes will be deemed to be written on the Bond
Certificate(s).
5. Regarding the matters related to the agenda 1 through 4 above in the
Agreement with Commissioned Companies for Bondholders, the Paying Agents
Agreement and the Recording Agency Agreement and other relevant documents
relating to the Bonds, to approve or give powers and authorities to the
Commissioned Companies for Bondholders or their representative, the
Representative Paying Agent or the Recording Agency on each of their behalf
or on behalf of the Bondholders to make necessary or desirable changes to
the above documents or prepare or consent to new agreements and other
documents with KEPCO or KDB.
If you have any queries on this Public Notice, please contact:
Mizuho Corporate Bank, Ltd., International Corporate Banking Division (Tel:
03-5252-6400, 9:00 - 17:00)
--------------------------------------------------------------------------------
Furthermore, presentation meetings for Bondholders are scheduled by KEPCO
besides the Bondholders' Meeting.
Please contact International Finance Department of Daiwa Securities SMBC Co.
Ltd. at 03-5202-3497 / 3505, Financial Advisor of KEPCO, if you have any queries
about such presentation meetings.
--------------------------------------------------------------------------------
This exchange offer is made for securities of a non-U.S. company. The offer is
subject to disclosure requirements of a country that are different from those of
the United States. Financial statements included in the document, if any, have
been prepared in accordance with accounting standards that may not be comparable
to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws of the United States, since Korea
Electric Power Corporation and The Korea Development Bank are located in a
country outside of the United States, and some or all of their respective
officers and directors may be residents of a country outside of the United
States. You may not be able to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of the U.S. securities laws. It may
be difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgment.
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/ Lee, Hi-Taek
------------------------------------
Name: Lee, Hi-Taek
Title: Chief Financial Officer
Date : October 15, 2003