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Kookmin Bank 13,200,000 American Depositary Shares Representing 13,200,000 Shares of Common Stock

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Kookmin Bank 13,200,000 American Depositary Shares Representing 13,200,000 Shares of Common Stock Kookmin Bank 13,200,000 American Depositary Shares Representing 13,200,000 Shares of Common Stock This is a global offering of 13,200,000 American depositary shares, or ADSs, of Kookmin Bank. Goldman Sachs Capital Chosun, Ltd., the selling stockholder, is selling all of the ADSs being offered in this offering. Kookmin Bank will not receive any of the proceeds from this offering. The ADSs are not being offered in the Republic of Korea. Each ADS represents one common share, par value 5,000 per share, of Kookmin Bank. The ADSs are evidenced by American depositary receipts, or ADRs. The ADSs are listed on the New York Stock Exchange under the symbol ‘‘KB.’’ The closing price of our ADSs on the New York Stock Exchange on June 17, 2002 was US$49.00 per ADS. The common shares are listed on the Korea Stock Exchange. The closing price of the common shares on the Korea Stock Exchange on June 17, 2002 was 60,000 per share, which translated to approximately US$48.98 using the noon buying rate announced by the Federal Reserve Bank of New York on that date. See ‘‘Risk Factors’’ beginning on page 12 to read about factors you should consider before buying the ADSs. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per ADS Total Initial price to public ......................................... US$48.00 US$633,600,000 Underwriting discount ....................................... US$ 1.56 US$ 20,592,000 Proceeds, before expenses, to the selling stockholder(1) ........... US$46.44 US$613,008,000 (1) The underwriters have agreed to pay certain expenses of the selling stockholder in connection with this offering which is estimated to be US$2.6 million. See ‘‘Underwriting.’’ To the extent that the underwriters sell more than 13,200,000 ADSs, the underwriters have the option to purchase up to an additional 1,980,000 ADSs from the selling stockholder at the initial price to public less the underwriting discount. The underwriters expect to deliver the ADRs evidencing the ADSs through The Depository Trust Company against payment in U.S. dollars in New York, New York on or about June 21, 2002. Global Coordinator and Bookrunner Goldman Sachs (Asia) L.L.C. Co-Lead Managers Credit Suisse First Boston ING Bank N.V. Salomon Smith Barney Co-Managers Dongwon Securities Co., Ltd. LG Investment & Securities Samsung Securities Co., Ltd. Prospectus dated June 18, 2002. The offered ADSs may not be offered or sold, directly or indirectly, in Korea or to, or for the account or benefit of, any resident of Korea, except as permitted by applicable Korean laws and regulations. The ADSs may not be offered, sold, transferred or delivered in or from The Netherlands as part of their initial distribution or as part of any re-offering and neither this prospectus nor any other document in respect of this offering may be distributed or circulated in The Netherlands, other than to individuals or legal entities who or which trade or invest in securities in the conduct of a business or profession, which include, but are not limited to, banks, brokers, dealers, institutional investors and undertakings with a treasury department. In connection with this offering, Goldman Sachs (Asia) L.L.C. or any person acting for it may overallot or effect transactions with a view to supporting the market price of the ADSs and the common shares at a level higher than that which might otherwise prevail for a limited period of time after the issue date. However, there may be no obligation on Goldman Sachs (Asia) L.L.C. or its agent to do this. Such stabilization, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. See ‘‘Underwriting.’’ PRESENTATION OF FINANCIAL AND OTHER INFORMATION For the years ended December 31, 1999, 2000 and 2001 and as of December 31, 1999, 2000 and 2001, we have prepared financial information in accordance with United States generally accepted accounting principles, or U.S. GAAP. Unless indicated otherwise, the financial information in this prospectus for the years ended December 31, 1999, 2000 and 2001 and as of December 31, 1999, 2000 and 2001 has been prepared in accordance with U.S. GAAP. We were formed through a merger between the former Kookmin Bank and H&CB, which merged into a new corporation named ‘‘Kookmin Bank’’ effective November 1, 2001. Accordingly, financial information in this prospectus as of and for the year ended December 31, 2001 reflects the impact of the merger. Under U.S. GAAP, the former Kookmin Bank is deemed the accounting acquiror of H&CBin the merger, and we have accounted for the acquisition using the purchase method of accounting. In this prospectus: • references to ‘‘we,’’ ‘‘us’’ or ‘‘Kookmin Bank’’ are to Kookmin Bank and, unless the context otherwise requires, its subsidiaries and, for periods of time prior to the merger, the former Kookmin Bank; • references to ‘‘Korea’’ or the ‘‘Republic’’ are to the Republic of Korea; • references to the ‘‘government’’ are to the government of the Republic of Korea; • references to ‘‘Won’’ or ‘‘’’ are to the currency of Korea; and • references to ‘‘U.S. dollars,’’ ‘‘US dollars,’’ ‘‘$’’ or ‘‘US$’’ are to United States dollars. For your convenience, this prospectus contains translations of Won amounts into U.S. dollars at the noon buying rate of the Federal Reserve Bank of New York for Won in effect on December 31, 2001, which was 1,313.5 = US$1.00. On June 17, 2002 the noon buying rate was 1,225.1= US$1.00. 2 PROSPECTUS SUMMARY You should read the following summary together with the more detailed information regarding us and the ADSs being sold in this offering and our consolidated financial statements and the notes to those statements appearing elsewhere in this prospectus. Kookmin Bank We are the largest commercial bank in Korea as a result of the merger in November 2001 between the former Kookmin Bank and H&CB. As of December 31, 2001, we had total assets of 168,230 billion and total deposits of 115,036 billion. On a Korean GAAP basis, our total assets and total deposits represented, respectively, 31% and 33% shares of the Korean domestic nationwide commercial bank market. On the asset side, we provide credit and related financial services to individuals and small- and medium-sized enterprises and, to a lesser extent, to large corporate customers. On the deposit side, we provide a full range of deposit products and related services to both individuals and enterprises of all sizes. By their nature, our core consumer and small- and medium-sized enterprise operations place a high premium on customer access and convenience. Our combined network of 1,125 branches, the most extensive in Korea, provides a solid foundation for our business and is a major source of our competitive strength. This network provides us with a large, stable and cost effective funding source, enables us to provide our customers convenient access and gives us the ability to provide the customer attention and service essential to conducting our business, particularly in an increasingly competitive environment. Our branch network is further enhanced by automated banking machines and fixed-line, mobile telephone and Internet banking. As of April 30, 2002, we had a customer base of over 23 million retail customers, which represented approximately one-half of the Korean population. Of the population in Korea between the ages of 20 and 40, approximately two-thirds have accounts with us. As of April 30, 2002, we also had over 168,000 small- and medium-sized enterprise customers. The following table sets forth the principal components of our lending business as of the dates indicated. As of December 31, 2001, retail loans and credit card receivables accounted for 64.0% of our total loan portfolio. As of December 31, 1999 2000 2001 (in billions of Won, except percentages) Retail Mortgage and home equity (1) ................. 6,034 13.4% 8,068 13.6% 37,194 30.8% Other consumer (2) .......... 6,143 13.7 8,151 13.7 23,312 19.3 Total retail .............. 12,177 27.1 16,219 27.3 60,506 50.1 Credit card ..................... 3,362 7.5 8,321 14.0 16,751 13.9 Corporate Small- and medium-sized enterprises ............... 18,720 41.6 22,393 37.7 30,498 25.2 Large corporate (3) .......... 9,606 21.4 11,378 19.2 11,993 9.9 Total corporate .......... 28,326 63.0 33,771 56.9 42,491 35.1 Capital markets activities and international banking ........... 1,080 2.4 1,086 1.8 1,146 0.9 Total loans .............. 44,945 100.0% 59,397 100.0% 120,894 100.0% 3 (1) Includes 302 billion, 499 billion and 1,619 billion of overdraft loans secured by real estate in connection with home equity loans as of December 31, 1999, 2000 and 2001, respectively. (2) Includes 2,174 billion, 2,518 billion and 5,612 billion of overdraft loans as of December 31, 1999, 2000 and 2001, respectively. (3) Includes loans to the Korea Deposit Insurance Corporation, which is a government-controlled entity, in the amount of 387 billion, 1,587 billion and zero as of December 31, 1999, 2000 and 2001, respectively. We provide a full range of personal lending products and retail banking services to individual customers, including mortgage loans. We are the largest private sector mortgage lender in Korea and our mortgage loan portfolio accounted for 85% of total domestic private sector mortgages as of December 31, 2001.
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