F-6 1 a2136056zf-6.htm F-6
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As filed with the U.S. Securities and Exchange Commission on May 7, 2004

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts

KOREA ELECTRIC POWER CORPORATION
(Exact name of issuer of deposited securities as specified in its charter)

Not applicable
(Translation of issuer's name into English)

Republic of Korea
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK
(Exact name of depositary as specified in its charter)

4 New York Plaza, New York, NY 10004
Telephone (212) 552-4944
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

Korea Electric Power Corporation, Manhattan Office
600 Third Avenue, 24th Floor
New York, New York 10016
(212) 973-9651
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600		   Jin Hyuk Park, Esq.
Simpson Thacher & Bartlett LLP
7th Floor, Asia Pacific Finance Tower
3 Garden Road, Central
Hong Kong SAR, China (852) 2514-7665

          It is proposed that this filing become effective under Rule 466
                          o immediately upon filing
                          o on (Date) at (Time)

        If a separate registration statement has been filed to register the deposited shares, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of
Securities to be registered
   Amount
to be registered
   Proposed maximum
aggregate price per unit(1)
   Proposed maximum
aggregate offering
price(2)
   Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one-half of a common share of Korea Electric Power Corporation   200,000,000 American Depositary Shares   $0.05   $10,000,000   $1,267.00
(1)
Each Unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


PART I
INFORMATION REQUIRED IN PROSPECTUS

        The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.

CROSS REFERENCE SHEET

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption
   Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
(1)   Name and address of Depositary   Introductory paragraph

(2)
 
Title of American Depositary Receipts and identity of deposited securities
 
Face of American Depositary Receipt, top center

 
 
Terms of Deposit:
 
 

 
 
(i)
 
Amount of deposited securities represented by one unit of American Depositary Shares
 
Face of American Depositary Receipt, upper right corner

 
 
(ii)
 
Procedure for voting, if any, the deposited securities
 
Paragraph (15) and (16)

 
 
(iii)
 
Collection and distribution of dividends
 
Paragraphs (12), (14) and (15)

 
 
(iv)
 
Transmission of notices, reports and proxy soliciting material
 
Paragraphs (11), (15) and (16)

 
 
(v)
 
Sale or exercise of rights
 
Paragraph (13)

 
 
(vi)
 
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Paragraphs (12) and (17)

 
 
(vii)
 
Amendment, extension or termination of the Deposit Agreement
 
Paragraphs (20) and (21)

 
 
(viii)
 
Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
 
Paragraph (11)

 
 
(ix)
 
Restrictions upon the right to deposit or withdraw the underlying securities
 
Paragraphs (2), (3), (4), (6) and (8)

 
 
(x)
 
Limitation upon the liability of the Depositary
 
Paragraphs (13) and (18)

(3)
 
Fees and Charges
 
Paragraph (7)


Item 2. AVAILABLE INFORMATION

Item Number and Caption
   Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
(b)   Statement that Korea Electric Power Corporation is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certainreports with the Securities and Exchange Commission and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.   Paragraph (11)


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

    (a)
    Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as of            , 2004 among Korea Electric Power Corporation, JPMorgan Chase Bank, as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).

    (b)
    Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.

    (c)
    Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

    (d)
    Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

    (e)
    Certification under Rule 466. Not applicable.

    (f)
    Power of Attorney. Filed herewith as Exhibit (f).


Item 4. UNDERTAKINGS

    (a)
    The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

    (b)
    If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.


SIGNATURE

        Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on May 6, 2004.

  Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares

 
By:
JPMORGAN CHASE BANK, as Depositary

 
By:
/s/ Joseph M. Leinhauser
  Name: Joseph M. Leinhauser
  Title: Vice President


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Korea Electric Power Corporation certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Seoul, Korea, on May 6, 2004.

  KOREA ELECTRIC POWER CORPORATION

 
By:
/s/ Kim, Myung-Whan
  Name: Kim, Myung-Whan
  Title: General Manager
  
Signatures
     
Title

 
 
 
*
Han, Joon-Ho		   Chairman and Chief Executive Officer

*
Park, Hee-Gab
 
Executive Vice President and Director

*
Lee, Hi-Taek
 
Chief Financial Officer and Director

*
Ham, Yoon-Sang
 
Director

*
Kim, Young-Man
 
Director

*
Jung, Tay-Ho
 
Director

Yoon, Meng-Hyun
 
Director

*
Park, You-Kwang
 
Director

*
Park, Chang-Rae
 
Director

Kim, Sung-Gi
 
Director

*
Chang, Suk-Whan
 
Director

*
Rhee, Byeong-Gyu
 
Director

Chang, Sang-Hyon
 
Director

*
Moon, Chung-Sook
 
Director
     


*
Lee, Seog-Yeon
 
Director

 
* By:
/s/ Mr. Kim, Myung-Whan
Mr. Kim, Myung-Whan
Power-of-Attorney


SIGNATURES OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

        Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Korea Electric Power Corporation has signed this Registration Statement or amendment thereto in the City of New York, New York on May 6, 2004.

  Korea Electric Power Corporation
Manhattan Office

 
By:
/s/ Jae Wan Chung
  Name: Jae Wan Chung
  Title: Senior Manager


INDEX TO EXHIBITS

Exhibit
Number
    
   Sequentially
Numbered Page
(a)   Form of Amended and Restated Deposit Agreement.    

(d)
 
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
 
 

(f)
 
Power of Attorney
 
 



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PART I INFORMATION REQUIRED IN PROSPECTUS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURE
SIGNATURES
SIGNATURES OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
INDEX TO EXHIBITS