1934 Act Registration No. 1-14418
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 JULY 2003
-------------------
SK TELECOM CO., LTD.
(Translation of registrant's name into English)
99, Seorin-dong
Jongro-gu
Seoul, 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
(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]
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):82- .)
================================================================================
This report on Form 6-K shall be deemed to be incorporated by reference in
the prospectuses included in Registration Statements on Form F-3 (File Nos.
333-91034 and 333-99073) filed with the Securities and Exchange Commission and
to be a part thereof from the date on which this report is filed, to the extent
not superseded by documents or reports subsequently filed or furnished.
2
In this report on Form 6-K, unless the context indicates or otherwise
requires, references to "we", "us", "our" or the "Company" shall mean SK Telecom
Co., Ltd. ("SK Telecom") and its consolidated subsidiaries.
This report contains "forward-looking statements", as defined in Section
27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended, that are based on our current
expectations, assumptions, estimates and projections about our company and our
industry. The forward-looking statements are subject to various risks and
uncertainties. Generally, these forward-looking statements can be identified by
the use of forward-looking terminology such as "anticipate", "believe",
"estimate", "expect", "intend", "project", "should", and similar expressions.
Those statements include, among other things, the discussions of our business
outlook and expected performance as well as other statements that are not
historical facts. We caution you that reliance on any forward-looking statement
involves risks and uncertainties, and that although we believe that the
assumptions on which our forward-looking statements are based are reasonable,
any of those assumptions could prove to be inaccurate, and, as a result, the
forward-looking statements based on those assumptions could be incorrect. In
light of these and other uncertainties, you should not conclude that we will
necessarily achieve any plans and objectives or projected financial results
referred to in any of the forward-looking statements. We do not undertake to
release the results of any revisions of these forward-looking statements to
reflect future events or circumstances.
3
ACQUISITION OF POSCO SHARES BY SK TELECOM (REPORT TO THE KOREA STOCK EXCHANGE
DATED JULY 22, 2003)
On July 22, 2003, SK Telecom's board of directors approved SK Telecom's
plan to acquire 2,481,310 shares, or approximately 2.73%, of POSCO's total
issued common stock held by SK Corporation as of July 21, 2003. Such acquisition
was consummated after the close of market on the same day for a total purchase
price of KRW 332,495,540,000 which is the equivalent of KRW 134,000 per share.
Such purchase price was the market closing price of POSCO's common stock on such
date and SK Telecom did not provide any premium to SK Corporation for the
transaction.
SK Telecom decided to acquire these shares from its affiliate, SK
Corporation, in order to address a potential share overhang issue which may have
an adverse effect on the market prices of SK Telecom's common stock. POSCO has
recently reported to the Korea Stock Exchange that it plans to issue in August
2003 exchangeable bonds that will be exchangeable into approximately 2% of SK
Telecom's total issued common stock. POSCO owns approximately 6.83% of SK
Telecom's total issued common stock as of July 21, 2003. Although no assurance
can be given that POSCO will not continue to sell its shareholdings in us, SK
Telecom believes that while it continues to own POSCO's common stock acquired
from SK Corporation, POSCO may be less likely to sell its remaining shares in us
without prior consultation with us. SK Telecom plans to continue to monitor
POSCO's intent and strategy with respect to its shareholdings in us in order to
address any negative impact on our shareholders' value.
4
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.
SK TELECOM CO., LTD.
By: /s/ Sung Hae Cho
------------------------------------
Name: Sung Hae Cho
Title: Vice President
Date: July 25, 2003
5