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Form 6-K Current Reports

Rule 425 filing: Heads of Agreement on Merger

2001-04-12

Heads of Agreement on Merger

This press release contains certain statements that are neither reported financial results nor other historical information. These statements are forward-looking statements within the meaning of the safe-harbor provisions of the U.S. federal securities laws. Because these forward-looking statements are subject to risks and uncertainties, actual future results may differ materially from those expressed in or implied by the statements. Many of these risks and uncertainties relate to factors that are beyond H&CB and/or Kookmin Bank’s ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of governmental regulators and other risk factors detailed in H&CB’s reports filed with the Securities and Exchange Commission (the “Commission”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release.

Investors and security holders are advised to read any prospectus required to be filed with the Commission regarding the potential business combination transaction between H&CB and Kookmin Bank. If required, a prospectus will be filed with the Commission either by H&CB, Kookmin Bank or a newly formed corporation. Security holders may obtain a free copy of such prospectus (if required and when available) and other related documents filed by H&CB, Kookmin Bank and/or such newly formed corporation at the Commission's public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. If required and when available, the prospectus and other documents may also be obtained from H&CB by contacting H&CB, Investor Relations Team, 36-3 Yoido-dong, Youngdeungpo-ku, Seoul 150-758, Korea and from Kookmin Bank by contacting Kookmin Bank, Investor Relations, 9-1, 2-ka, Namdaemun-ro Choong-ku, Seoul 100-703, Korea.

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The following press release was made by H&CB and Kookmin Bank on April 11, 2001.

1. Merged entity

As per the Memorandum of Understanding, both banks will be absorbed by a new legal entity. However, should creating a new legal entity encounter regulatory problems that both banks agree are insurmountable, Kookmin Bank will be the continuing legal entity.

2. Merged bank name

The name of the merged bank will be Kookmin Bank if it is a new legal entity. If the surviving entity is Kookmin Bank, the name of the merged bank will be H&CB.

3. Merger ratio

At the time of the merger, 1.6883 Kookmin Bank common shares will be exchanged for one H&CB common share.

4. Merger date

The merger date will be postponed to October 31, 2001. However, this may be subject to change if receiving authorization from Korean and US regulators is faster or slower than expected.

5. Signing of the merger agreement

Both banks will convene Board of Directors meetings as soon as practical to approve the merger agreement and hold a signing ceremony.

The above items were agreed to this afternoon by the CEOs of both banks, Young-il Kim of H&CB, and Yu-hwan Kim of Kookmin Bank in the presence of Byoung-joo Kim, Chairman of the Merger Committee.