SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2006
Kookmin Bank
(Translation of registrant’s name into English)
9-1, 2-Ga, Namdaemun-Ro, Jung-Gu, Seoul, Korea 100-703
(Address of principal executive office)
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):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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
Grant of Stock Option
On February 27, 2006, the board of directors of Kookmin Bank approved and ratified stock option grants to certain of its senior executive vice presidents, executive vice presidents and heads of its regional head offices and to its chief audit executive, chief executive vice president and non-executive directors.
The resolution by our board is subject to approval and ratification at our general shareholders’ meeting to be held on March 24, 2006.
The purpose of these stock option grants is to motivate our management towards meeting internal business targets and conducting responsible management practices. The methods through which we may grant these stock options are provided in more detail below.
1. List of Grantees and the Stock Option Details
Non-executive directors
| Grantees |
Number of shares |
Additional Shares to be Granted1 |
Notes | |||||
| Title |
Name | |||||||
| Dong Soo Chung | 10,000 | 10,000 | Granted over two years | |||||
| Doo Hwan Song | 10,000 | 10,000 | Granted over two years | |||||
| Chang Kyu Lee | 10,000 | 10,000 | Granted over two years | |||||
| Dam Cho | 10,000 | 10,000 | Granted over two years | |||||
| Non-Executive | Nobuya Takasugi | 10,000 | 10,000 | Granted over two years | ||||
| Directors | Young Soon Cheon | 5,000 | 5,000 | Granted over one year | ||||
| Kee Young Chung | 30,000 | 15,000 | Granted over three years | |||||
| Bo Kyung Byun | 30,000 | 15,000 | Granted over three years | |||||
| Bae Kin Cha | 30,000 | 15,000 | Granted over three years | |||||
| Subtotal |
9 people | 145,000 | 5,000~15,0001 | — | ||||
| 1 | If a non-executive director is appointed as the chairman of our board at a subsequent board meeting after the general shareholder’s meeting, such director will be granted additional stock options entitling him or her to receive additional shares equal to the amount set forth opposite his or her name. Such additional amount will be adjusted pursuant to note 6 to reflect the shorter tenure of non-executive directors. |
Executive directors
| Grantees |
Number of Shares |
Notes | ||||
| Title |
Name | |||||
| Chief audit executive |
Hyung Duk Chang | 20,000 | Granted over two years | |||
| Chief executive vice president |
Ki Hong Kim | 210,000 | Granted over three years | |||
| Kap Joe Song | 45,000 | Granted over three years | ||||
| Senior executive vice |
Dal Soo Lee | 20,000 | Granted over two years | |||
| presidents |
Won Sik Yeo | 20,000 | Granted over two years | |||
| De Oak Shin | 20,000 | Granted over two years | ||||
| Choong Won Cho | 30,000 | Granted over three years | ||||
| Yook Sang Kwon | 30,000 | Granted over three years | ||||
| Executive vice |
Haing Hyun Choi | 30,000 | Granted over three years | |||
| presidents |
In Gyu Choi | 30,000 | Granted over three years | |||
| Kwang Chun Shon | 30,000 | Granted over three years | ||||
| Han Mok Cho | 30,000 | Granted over three years | ||||
| Soon Hyun Kim | 30,000 | Granted over three years | ||||
| Seung Joo Baik | 30,000 | Granted over three years | ||||
| Kwang Mook Park | 30,000 | Granted over three years | ||||
| Se Yoon Hong | 30,000 | Granted over three years | ||||
| Heads of regional |
Sang Rak Jang | 30,000 | Granted over three years | |||
| head offices |
Jin Sun Paeng | 30,000 | Granted over three years | |||
| Shin Og Joo | 30,000 | Granted over three years | ||||
| Young Hee Jeon | 30,000 | Granted over three years | ||||
| Bae Young Lee | 30,000 | Granted over three years | ||||
| Subtotal |
21 people | 785,000 | — | |||
| Total |
30 people | 930,0002 | — | |||
2. Grant Date: March 24, 2006
3. Exercise Price (Index-Linked Stock Option)
Exercise price = (Base price) Won x (1 + TRS of the three major competitors x 0.4)
| (1) | Rounded up to the nearest 100 Won. |
| (2) | Base price shall mean the arithmetic mean of the following three numbers: the sum of the daily closing price multiplied by the daily trading volume divided by the daily trading volume for the |
| 2 | The aggregate number of shares to be granted to non-executive directors and executive directors pursuant to additional stock options could increase from 930,000 shares to up to between 935,000 shares and 945,000 shares. |
common shares during each of the following periods: (i) two months prior to, but excluding, the grant date; (ii) one month prior to, but excluding, the grant date; and (iii) one week prior to, but excluding, the grant date.
| (3) | TRS of the three major competitors shall mean (the sum of each of the three major competitor’s total market cap at the expected exercise share confirmation date less the sum of each of the three major competitor’s total market cap at the grant date) divided by the sum of each of the three major competitor’s total market cap at the grant date multiplied by 100. |
Total market cap at the expected exercise share confirmation date shall mean the “expected exercise share confirmation date closing price” multiplied by the number of outstanding shares as of the expected exercise share confirmation date. The “expected exercise share confirmation date closing price” shall be the arithmetic mean of the following three numbers: the sum of the daily closing price multiplied by the daily trading volume divided by the daily trading volume for the common shares during each of the following periods: (i) two months prior to the expected exercise share confirmation date; (ii) one month prior to the expected exercise share confirmation date; and (iii) one week prior to the expected exercise share confirmation date.
Total market cap at the grant date shall mean the “grant date closing price” multiplied by the number of outstanding shares as of the grant date. The “grant date closing price” shall be the arithmetic mean of the following three numbers: the sum of the daily closing price multiplied by the daily trading volume divided by the daily trading volume for the common shares during each of the following periods: (i) two months prior to, but excluding, the grant date; (ii) one month prior to, but excluding, the grant date; and (iii) one week prior to, but excluding, the grant date.
| (4) | Three major competitors shall mean the Shinhan Financial Group, Hana Financial Group and Woori Financial Group. |
| (5) | In the event of (i) a grantee’s early retirement, the day before such retirement date and (ii) the expected exercise share confirmation date falling on a holiday, the day before such holiday, each such day shall be deemed the expected exercise share confirmation date. |
| (6) | If the growth rate of the three major competitors’ total market cap is negative, the exercise price shall be (Base price) Won. |
4. Method of Exercise
Kookmin Bank may grant shares to a grantee who exercised his or her stock option by:
- Issuing new common shares
- Delivering treasury shares (which will be common shares)
- Giving grantees of the stock options cash or treasury shares for the value of which is equivalent to the difference between the exercise price and the market price
5. Exercise Period: From March 25, 2009 to March 24, 2014
6. Adjustment to Exercise Price and Number of Stock Options
In the event that there is a capital increase, stock dividend, stock split, reverse stock split, merger or consolidation, capital reduction, reduction of retained earnings or cancellation of issued stocks as a result of the redemption of redeemable stocks and such event requires an adjustment in the exercise price or number of exercisable shares pursuant to these stock option grants, then such adjustment shall be made in accordance with a resolution passed by our board.
A non-executive director who is also appointed as chairman of our board will be granted
additional stock options entitling him or her to receive additional shares equal to the amount set forth opposite his or her name under the column “Additional Shares to be Granted” in the first table above. Such additional amount will be adjusted to reflect the shorter tenure of non-executive directors.
7. Adjustment Following Resignation
If any grantee resigns or ceases his/her office and the conditions for exercising his/her stock options have been satisfied, such grantee may exercise his/her options, adjusted pursuant to the formula below and rounded down to the nearest whole share.
Formula
Exercisable number of shares shall mean the number of shares granted by the stock options multiplied by the number of days at work divided by three years.
Nominees for Directors of Kookmin Bank
On February 27, 2006, Kookmin Bank disclosed a list of our board of directors nominees to be appointed at the general shareholders’ meeting to be held on March 24, 2006.
The nominees are as follows:
List of Nominees for Executive Directors
| Name (Date of Birth) |
Current Position |
Education |
Career |
Nominated for members of Audit Committee | ||||
| Ki Hong Kim (Newly Appointed) (01/10/1957) |
Chief Executive Vice President, Kookmin Bank | • Ph.D in Business, University of Georgia • M.B.A., University of Missouri • B.A. in Business, Barat College |
• Non-Executive Director, Kookmin Bank • Assistant Governor, FSS • Professor, Chungbuk Nat’l University • Research Director, Korea Insurance Development Institute |
No | ||||
List of Nominees for Non-Executive Directors
| Name (Date of Birth) |
Current Position |
Education |
Career |
Nominated for members of Audit Committee | ||||
| Kee Young Chung (Newly Appointed) (09/07/1948) |
Professor, Accounting Keimyung Univ. (C.P.A) |
• Ph.D. in Accounting, Univ. of Texas, Austin • M.A. in Business, Seoul Nat’l Univ. • B.A. in Business, Seoul Nat’l Univ. |
• Non-executive Director, LG Corporation • President, Korea Accounting Institute • Chairman, Korea Accounting Association • Member, Examination Committee, FSS |
Yes | ||||
| Bo Kyung Byun (Newly Appointed) (08/09/1953) |
CEO, Kolon Data Communication Co., Ltd | • B.S. in Mechanical Engineering, Seoul Nat’l Univ. |
• CEO, LG-IBM PC Co., Ltd. • Managing Director, IBM Korea |
Yes | ||||
| Bae Kin Cha (Newly Appointed) (07/23/1958) |
Vice President, Korea Institute of Finance |
• Ph.D. in Economics, Univ. of Minnesota • B.A. in Economics, Seoul Nat’l Univ. |
• Director of Research, Vice President, KIF • Professor, Economics & Finance, Hong Kong City Univ. • Professor, Economics, Univ. of Texas |
No | ||||
| Dong Soo Chung (Reappointed) (09/24/1945) |
Professor, Sangmyung Univ. |
• M.A. in Public Administration, Univ. of Wisconsin at Madison • B.A. in Business Administration, Seoul Nat’l University |
• Deputy Minister, Ministry of Environment • Assistant Minister, Planning & Management Office, Ministry of Planning & Budget |
No | ||||
| Name (Date of Birth) |
Current Position |
Education |
Career |
Nominated for members of Audit Committee | ||||
| Nobuya Takasugi (Reappointed) (09/03/1942) |
Executive Advisor, Fujixerox Korea |
• Waseda University, Japan |
• Chairman & CEO, Fuji Xerox Korea • Chairman, Seoul Japan Club (present) |
No | ||||
| Doo Hwan Song (Reappointed) (05/29/1949) |
Representative Partner, Hankyul Law firm |
• B.A. in Law, Seoul Nat’l Univ. |
• Executive Director of the Korean Bar Association • Judge, Seoul District Court |
No | ||||
| Chang Kyu Lee (Reappointed) (05/20/1950) |
CEO, Joongang Ilbo News Magazines |
• B.A. in Economics, Sogang Univ. • Journalism course, Missouri Graduate School |
• Chief Economic Correspondent /Executive Director, Joongang Ilbo • Managing Editor/Director, Joongang Ilbo |
No | ||||
| Dam Cho (Reappointed) (08/01/1952) |
Professor, Chonnam Nat’l Univ, |
• Ph.D in Finance, Korea Univ. • M.S in Business Administration, Korea Univ. • B.A. in Business Administration, Korea Univ. |
• President, Korean Financial Management Association • Lecturer, Hongik Univ. |
Yes | ||||
| Young Soon Cheon (Reappointed) (02/01/1961) |
Professor, Chungang University (C.P.A) |
• Ph.D in Accounting, Univ. of Georgia • M.Acc, Univ. of Georgia • B.B.A, Chungang Univ. |
• Assistant Professor, Kyunghee Univ. • Senior Research Fellow, FSS • Assistant Professor, Baruch college, CUNY |
Yes | ||||
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.
| Kookmin Bank | ||||||
| (Registrant) | ||||||
| Date: February 27, 2006 | By | /s/ Kap Shin | ||||
| (Signature) | ||||||
| Name: | Kap Shin | |||||
| Title: | CFO / Senior EVP Executive Director | |||||