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 September, 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
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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
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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-_______.
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).
1. ISSUANCE OF CONVERTIBLE BONDS
On September 29, 2003, our board of directors has resolved to issue in the
overseas market convertible bonds (the "Bonds"). The Bonds will be convertible
into approximately 10 million shares of our common stock, representing
approximately 1.56% of the total issued shares, currently held in the form of
treasury shares, at a conversion price to be decided at a later date. The
aggregate principal amount of the Bonds expected to be issued is equivalent to
approximately US$250 million with the following terms:
1. Interest rate: To be determined.
2. Conversion price and To be determined.
conversion period:
3. Maturity/Redemption: 5 years with a put option on the third
anniversary.
4. Underlying shares: Approximately 10 million shares of our treasury
shares (representing approximately 1.56% of the
total issued shares) or American depositary
shares representing our treasury shares.
5. Market and method offering: Outside Korea (through an offering or resale
exempted from registration under the U.S.
securities laws)
6. Timing of the offering: Within 3 months from the date of our board's
resolution, which is September 29, 2003.
7. Use of Proceeds: To repay existing debt.
8. Underwriters: To be determined.
2. CHANGES TO THE PRIVATIZATION PLAN OF POWERCOMM
On September 29, 2003, our board of directors resolved to revise our
privatization plan in respect of Powercomm, our subsidiary, as follows:
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PREVIOUS REVISED
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o Sale in 2003 of approximately 43% of our o Disposition of approximately 33% through the issuance
ownership in Powercomm through listing of of going public bonds (as described below):
Powercomm's shares on stock exchange(s): - following the issuance of going public bonds,
- sale following listing on an overseas we plan to dispose of approximately 17% of the
stock exchange (20.2%); shares of Powercomm by listing them on stock
- sale following listing on a Korean exchange(s) as market conditions permit; and
stock exchange (10.0%); and - following such listing, approximately 17% is
- other forms of disposition (12.8%) expected to be exchanged at the exchange price.
* 43% of the shares of Powercomm o The plan to dispose of the remaining 10% will be
represent 64,694,000 shares. determined at a later date.
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We plan to establish a special purpose vehicle ("SPV"), which will issue
going public bonds, i.e. bonds exchangeable into shares of Powercomm upon
satisfying certain qualified events, including the listing of the shares of
Powercomm on a stock exchange. In furtherance of this transaction and subject to
regulatory approval, we plan to issue corporate bonds in the aggregate principal
amount equivalent to approximately US$250 million to the SPV (the "KEPCO
Bonds"). The SPV will also receive an option to purchase the shares of Powercomm
from us (the "Options"). The SPV will then issue going public bonds whose
underlying assets consist of the KEPCO Bonds and the Options.
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
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Name: Lee, Hi-Taek
Title: Chief Financial Officer
Date: September 30, 2003