KT CORP — Regulatory Filings 2004

Feb 3, 2004

As filed with the Securities and Exchange Commission on February 3, 2004. Registration No. 333-13578 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS -------------- KT Corporation (formerly known as "Korea Telecom Corp.") (Translation of issuer's name into English) -------------- The Republic of Korea (Jurisdiction of incorporation or organization of issuer) ---------------------------------- CITIBANK, N.A. (Exact name of depositary as specified in its charter) -------------- 111 Wall Street New York, New York 10043 (212) 657-5100 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices) ---------------------------------- Korea Exchange Bank, New York Branch 460 Park Avenue New York, New York 10022 U.S.A. (212) 838-4949 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Douglas W. Jones, Esq. Herman Raspe, Esq. Milbank, Tweed, Hadley & McCloy LLP Patterson, Belknap, Webb & Tyler LLP One Chase Manhattan Plaza 1133 Avenue of the Americas New York, New York 10005 New York, New York 10036 USA USA 212-530-5000 212-336-2000 It is proposed that this filing become effective under Rule 466: || immediately upon filing || on (Date) at (Time) If a separate registration statement has been filed to register the deposited shares, check the following box: |X| CALCULATION OF REGISTRATION FEE

(1) For purposes of this table only, the term unit is defined as 100 American Depositary Shares. (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 receipts evidencing such 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 the 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 The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 1 to Form F-6 registration statement and is incorporated herein by reference. This Post-Effective Amendment No. 1 to Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. 3 PART I INFORMATION REQUIRED IN PROSPECTUS Cross Reference Sheet Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

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KT Corporation (formerly known as "Korea Telecom Corp.") (the "Company") will, upon the effectiveness of this Post-Effective Amendment No. 1 to F-6 Registration Statement, be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, will file certain reports with the United States Securities and Exchange Commission (the "Commission"). These reports can be inspected by holders of Receipts and copied at public reference facilities maintained by the Commission located at Judiciary Plaza, 450 Fifth Street, N.W., (Room 1024), Washington D.C. 20549, at certain regional offices of the Commission, and at the principal office of the Depositary. 5 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. EXHIBITS (a)(i) Deposit Agreement, dated as of May 25, 1999, by and among the Company, Citibank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder ("Deposit Agreement"). - Filed herewith as Exhibit (a)(i). (a)(ii) Form of Amendment No. 1 to the Deposit Agreement, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depository Shares evidenced by the American Depositary Receipts issued thereunder - Filed herewith as Exhibit (a)(ii). (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. - None. (c) Opinion of counsel for the Depositary as to the legality of the securities to be registered. - Previously filed as Exhibit (c) to the Registration Statement on Form F-6 (Reg. No. 333-10330), filed with the Commission on May 7, 1999. (d) Certificate under Rule 466. - None. 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 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 amount of fees charged is 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 a Receipt thirty days before any change in the fee schedule. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, to be amended by Amendment No. 1 to the Deposit Agreement, by and among KT Corporation (formerly known as "Korea Telecom Corp."), Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, 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 Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 3rd day of February, 2004. Legal entity created by the Deposit Agreement, as amended, for the issuance of American Depositary Receipts, evidencing American Depositary Shares, each representing one-half of one share of common stock, of KT Corporation. CITIBANK, N.A., solely in its capacity as Depositary By: /s/ ST Yang -------------------------------------- Name: ST Yang Title: Vice President 7 Pursuant to the requirements of the Securities Act of 1933, as amended, KT 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 Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Seoul, the Republic of Korea on this 3rd day of February, 2004. KT CORPORATION By: /s/ Yong Kyung Lee -------------------------------------- Name: Yong Kyung Lee Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the following capacities on February 3, 2004.

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9 SIGNATURE OF AUTHORIZED REPRESENTATIVE OF KT CORPORATION Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of KT Corporation has signed this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 on the 3rd day of February, 2004. By: /s/ Choon Hong Choi -------------------------------------- Name: Choon Hong Choi Title: President (KT America, Inc.) 10 Index to Exhibits Sequentially Exhibit Document Numbered Page - ------- -------- ------------- (a)(i) Deposit Agreement, dated as of May 25, 1999 (a)(ii) Form of Amendment No. 1 to the Deposit Agreement, by and among the Company, Citibank, N.A. as depositary, and all Holders and Beneficial owners of American Depositary Shares