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, 2003
Commission File Number: 1-13368
POSCO
(Translation of registrant's name into English)
POSCO Center, 892 Daechi 4-dong, Kangnam-gu, Seoul, Korea, 135-777
(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 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-_______________.]
POSCO is furnishing under cover of Form 6-K:
Exhibit 99.1: An English-language translation of documents with respect to
notice of convocation of The 35th Annual General Meeting of
Shareholders.
EXHIBIT 99.1
TO SHAREHOLDERS
NOTICE OF CONVOCATION OF THE 35TH ANNUAL
GENERAL MEETING OF SHARESHOLDERS
We hereby notify you that the 35th Annual General Meeting of Shareholders will
be held as follows in accordance with Article 21 of the Article of
Incorporation.
[We call your attention to the fact that the figures appearing in this material
relate only to POSCO, and are not consolidated with those of its subsidiaries.
The consolidated figures for the fiscal period ended December 31, 2002 will be
available in early April.]
1. DATE: MARCH 14TH, 2003 9:00 (AM)
2. PLACE: ART HALL OF POSCO CENTER(4F/L, WEST WING)
LOCATED AT 892 DAECHI-4DONG, GANGNAM-GU, SEOUL, 135-777, KOREA
3. AGENDA
AGENDUM 1 : APPROVAL OF BALANCE SHEET, INCOME STATEMENT, AND APPROPRIATION OF
RETAINED EARNINGS FOR THE 35TH FISCAL YEAR :
(FROM JANUARY 1, 2002 TO DECEMBER 31, 2002)
[Description of the proposal]
Pursuant to the Article 449 of the Korean Commercial Code and the Article
54 of the Articles of Incorporation, we request that Annual General Meeting
of Shareholders approve the Balance Sheet, Income Statement and Statement
of Appropriation of Retained Earnings for the 35th fiscal year (from
January 1, 2002 to December 31, 2002)
BALANCE SHEETS
AS OF DECEMBER 31, 2002 AND 2001
(UNIT: KOREAN WON)
DESCRIPTION 2002 2001 CHANGES
----------- ----------------- ----------------- ---------------
(ASSET)
I. Current Assets 3,750,170,203,271 3,560,773,437,982 189,396,765,289
1. Quick Assets 2,479,241,464,696 2,191,303,017,259 287,938,447,437
2. Inventories 1,270,928,738,575 1,369,470,420,723 -98,541,682,148
II. Non-current Assets 13,494,315,673,480 14,054,756,827,209 -560,441,153,729
1. Investments 3,891,471,217,842 4,609,647,232,188 -718,176,014,346
2. Tangible Assets 9,271,700,903,236 9,118,588,535,200 153,112,368,036
3. Intangible Assets 331,143,552,402 326,521,059,821 4,622,492,581
TOTAL ASSETS 17,244,485,876,751 17,615,530,265,191 -371,044,388,440
(LIABILITIES)
I. Current Liabilities 2,742,489,644,751 2,252,545,373,677 489,944,271,074
II. Long-term Liabilities 3,180,415,941,771 5,166,491,723,734 -1,986,075,781,963
TOTAL LIABILITIES 5,922,905,586,522 7,419,037,097,411 -1,496,131,510,889
(STOCKHOLDER'S EQUITY)
I. Capital Stock 482,403,125,000 482,403,125,000 0
II. Capital Surplus 3,685,952,521,333 3,673,621,381,260 12,331,140,073
III. Retained Earnings 8,238,018,346,382 6,986,938,501,351 1,251,079,845,031
IV. Capital Adjustments -1,084,793,702,486 -946,469,839,831 -138,323,862,655
TOTAL STOCKHOLDER'S EQUITY 11,321,580,290,229 10,196,493,167,780 1,125,087,122,449
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 17,244,485,876,751 17,615,530,265,191 -371,044,388,440
INCOME STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
(UNIT: KOREAN WON)
DESCRIPTION 2002 2001 CHANGES
----------- ------------------ ------------------ ---------------
I. SALES 11,728,595,032,319 11,086,118,855,893 642,476,176,426
II. COST OF SALES 9,131,658,332,213 8,988,666,067,978 142,992,264,235
III. GROSS PROFIT 2,596,936,700,106 2,097,452,787,915 499,483,912,191
IV. SELLING AND ADMINISTRATIVE EXPENSES 763,451,389,089 667,995,375,884 95,456,013,205
V. OPERATING INCOME 1,833,485,311,017 1,429,457,412,031 404,027,898,986
VI. NON-OPERATING INCOME 441,116,552,041 516,967,613,679 -75,851,061,638
VII. NON-OPERATION EXPENSES 809,157,911,014 831,453,677,609 -22,295,766,595
VIII. ORDINARY INCOME 1,465,443,952,044 1,114,971,348,101 350,472,603,943
IX. EXTRAORDINARY GAINS 0 0 0
X. EXTRAORDINARY LOSSES 0 0 0
XI.INCOME BEFORE INCOME TAXES 1,465,443,952,044 1,114,971,348,101 350,472,603,943
XII.INCOME TAX EXPENSE 364,118,526,438 295,652,071,308 68,466,455,130
XII.NET INCOME 1,101,325,425,606 819,319,276,793 282,006,148,813
(Ordinary income per share) (13,442) (10,043) 3,399
(Earning per share) (13,442) (10,043) 3,399
STATEMENT OF APPROPRIATION OF RETAINED EARNINGS FOR THE
YEAR ENDED DECEMBER 31 2002
(UNIT: KOREAN WON)
DESCRIPTION 2002 NOTE
----------- -------------------------------------------- -------------------
I. RETAINED EARNINGS BEFORE APPROPRIATIONS 1,566,842,674,215
1. Unappropriated retained earnings
carried over from prior year 70,547,272,184
2. Reversal of reserve for repairs 717,510,259,315
3. Retirement of treasury stock -281,698,345,390
4. Interim dividends -40,841,937,500
5. Net income 1,101,325,425,606
II. TRANSFER FROM VOLUNTARY RESERVES
AND OTHERS 158,200,000,000
1. Reserve for research and development 130,000,000,000
2. Reserve for foreign investment loss 28,200,000,000
----------------- -----------------
TOTAL 1,725,042,674,215
III. APPROPRIATIONS OF RETAINED EARNINGS 1,656,737,112,700
1. Legal reserve 0
2. Reserve for research and development 250,000,000,000
3. Dividends 245,215,557,000
a. Cash dividends 245,215,557,000 o. The dividend
- dividend rate as % par value (60%) amount is 3,000
wons per stock.
4. Reserve for business expansion 1,137,000,000,000
5. Reserve for dividends 24,521,555,700
----------------- -----------------
IV. UNAPPROPRIATED RETAINED EARNINGS TO BE
CARRIED OVER FORWARD TO SUBSEQUENT YEAR 68,305,561,515
=================
AGENDUM 2: PARTIAL AMENDMENTS TO THE ARTICLES OF INCORPORATION
[DESCRIPTION OF THE PROPOSAL]
Pursuant to Article 433 of the Korean Commercial Code and Article 25 of the
Articles of Incorporation, we request that Annual General Meeting of
Shareholders approve the Partial Amendments to the Articles of
Incorporation
AMENDMENTS OF ARTICLES OF INCORPORATION (PROPOSAL)
CURRENT PROVISIONS PROPOSED AMENDMENTS
------------------------------------------------------------ ------------------------------------------------------------
ARTICLE 48. CONSTITUTION AND APPOINTMENT OF MEMBERS OF ARTICLE 48. CONSTITUTION AND APPOINTMENT OF MEMBERS OF
AUDIT COMMITTEE AUDIT COMMITTEE
(1) The Audit Committee of the Company shall consist of (1) The Audit Committee of the Company shall consist of
three (3) or more Directors. Two-thirds of the members shall three (3) or more Directors. ALL of the members shall be
be elected from the outside Directors. elected from the outside Directors.
(2) When appointing a member of the Audit Committee, (2) (Same as the current provision)
who is outside Director, at the General Meeting of
Shareholders, a shareholder holding more than 3% of the
Company's issued and outstanding shares shall not be
entitled to exercise his voting rights for that excess
portion.
(3) When appointing a member of the Audit Committee, (3) (Deleted)
who is not outside Director, at the General Meeting of
Shareholders, a shareholder holding more than 3% of the
Company's issued and outstanding shares shall not be
entitled to exercise his voting rights for that excess
portion under any relevant laws.
(4) In the event that the number of outside Directors (3) In the event that the number of THE AUDIT COMMITTEE does
or other member of the Audit Committee does not satisfy the not satisfy the requirement referred to in Paragraph (1) due
requirement referred to in Paragraph (1) due to the death or to the death or resignation of members or any other reasons,
resignation of members or any other reasons, the members the members shall be elected to fill the vacancy at the
shall be elected to fill the vacancy at the General Meeting General Meeting of Shareholders to be held first after such
of Shareholders to be held first after such cause so as for cause so as for the number of members to satisfy the
the number of members to satisfy the requirement referred to requirement referred to in Paragraph (1).
in Paragraph (1).
(5) The chairman of the Audit Committee shall be (4) The chairman of the Audit Committee shall be elected BY
elected among outside Directors by a resolution of the Audit A RESOLUTION OF THE AUDIT COMMITTEE.
Committee.
------------------------------------------------------------ ------------------------------------------------------------
ARTICLE 49. RECOMMENDATION OF, AND QUALIFICATION FOR
CANDIDATE FOR MEMBERS OF THE AUDIT COMMITTEE
A candidate for members of the Audit Committee, who are not (DELETED)
the outside Directors, shall be recommended by the Board of
Directors through the Director Candidate Recommendation and
Evaluation Committee, who examines the qualifications of
such candidate. The candidate must have sufficient
professional knowledge or experiences in management,
economy, financing, accounting, law or steel and related
technology, etc. and also have the qualifications as
provided for in the relevant laws and regulations.
------------------------------------------------------------ ------------------------------------------------------------
ARTICLE 50. ~ ARTICLE 58. ARTICLE 49. ~ ARTICLE 57.
------------------------------------------------------------ ------------------------------------------------------------
ADDENDA (2003.3.14)
Article 1. (Enforcement of the Amended Articles of
Incorporation)
The amended Articles of Incorporation shall be effective
from the date on which they are approved by the resolution
at the Ordinary General Meeting of Shareholders for the 35th
fiscal year.
------------------------------------------------------------ ------------------------------------------------------------
AGENDUM 3 : ELECTION OF DIRECTORS
[DESCRIPTION OF THE PROPOSAL]
Pursuant to Article 382 of the Korean Commercial Code and Article 28 of the
Articles of Incorporation, I request that Ordinary General Meeting of
Shareholders appoint Directors of the Company
- Directors whose term expire at the 35th Ordinary General Meeting of
Shareholders : 3 Directors (1 Outside Director, 2 Standing Directors)
- Candidates of Director
NAME DATE OF BIRTH BRIEF PERSONAL HISTORY TRANSACTION WITH RELATIONSHIP
------------- COMPANY FOR THE WITH MAJOR
RECOMMENDER LATEST 3 YEARS SHAREHOLDER
-------------- ------------------- ---------------------------------- ---------------- -------------
Yoo, o POSCO Chairman Granted Stock Director
Sang-Boo MAR 4, 1942 Option Right by
100,000 in 2001
Board
of Director
Choi, JUN 11, 1944 o POSCO Executive Vice President Granted Stock None
Kwang-Woong Option Right by
12,000 in 2001
Board
of Director
Kim, JAN 20, 1941 o SK Vice-Chairman None None
Han-Kyoung
Director Candidate
Recommendation
Committee
AGENDUM 4 : ELECTION OF MEMBERS OF AUDIT COMMITTEE
[Description of the proposal]
Pursuant to Article 382 of the Korean Commercial Code, Paragraph 17 of
Article 191 of the Securities and Exchange Act and Article 28 of the
Articles of Incorporation, we request that Ordinary General Meeting of
Shareholders appoint Members of Audit Committee of the Company
- Members of Audit Committee whose term expires at the 35th Ordinary
General Meeting of Shareholders : 2 Outside Directors
- Candidates of Outside Director who are Members of Audit Committee
NAME DATE OF BIRTH BRIEF PERSONAL HISTORY TRANSACTION WITH RELATIONSHIP
------------- COMPANY FOR THE WITH MAJOR
RECOMMENDER LATEST 3 YEARS SHAREHOLDER
----------------- ------------------ -------------------------------------- ---------------- ------------
Kim,E.Han May 27, 1946 o Chair Professor at the University of None None
Michigan
o Outsider Director for Hana Bank
Director Candidate
Recommendation
Committee
Yoo, Hyun-Shik Dec 6, 1940 o Samsung General Chemicals None None
CEO and Representative Director
Director Candidate
Recommendation
Committee
AGENDUM 5: APPROVAL OF THE CEILING AMOUNT OF TOTAL REMUNERATION FOR THE
DIRECTORS FOR THE 2003 FISCAL YEAR
[DESCRIPTION OF THE PROPOSAL]
Pursuant to Article 388 of the Korean Commercial Code and Article 36 of the
Articles of Incorporation, I request that Ordinary General Meeting of
Shareholders determine the ceiling amount of total remuneration for the
Directors for the 36th fiscal year (from January 1, 2003 to December 31,
2003) as follows :
"THE CEILING AMOUNT OF TOTAL REMUNERATION FOR THE DIRECTORS FOR THE 2003
FISCAL YEAR SHALL BE 3.5 BILLION KOREAN WON"
o Actual amount of remuneration paid to 15 directors in the 2002 fiscal
year : 2.8 billion Korean Won (Approved ceiling : 3.15 billion Korean
Won)
o Total number of Directors for the 2003 fiscal year will be 15 as for
2002
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.
POSCO
(Registrant)
Date February 18, 2003 By /s/ Lee Dong-Hee
----------------------------
(Signature)*
Name: Lee Dong-Hee
Title: General Manager of Finance
Management Department