Edgar Filing: KOOKMIN BANK

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934*

Kookmin Bank
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(Name of Issuer)

Common Stock, par value Korean Won 5,000 per share
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(Title of Class of Securities)

50049M109
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(CUSIP Number)

David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
(212) 902-1000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

June 21, 2002
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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.

*The remainder of this cover page will be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

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CUSIP No. 50049M109
----------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

The Goldman Sachs Group, Inc.

2 =====================================================================

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|

3 SEC USE ONLY

4 SOURCE OF FUNDS

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7 SOLE VOTING POWER

NUMBER OF SHARES 0
BENEFICIALLY OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH 18,125,643

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

18,125,643

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

18,125,643

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.5%

14 TYPE OF REPORTING PERSON

CO, HC

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CUSIP No. 50049M109
----------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Goldman Sachs (Asia) L.L.C.

2 =====================================================================

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|

3 SEC USE ONLY

4 SOURCE OF FUNDS

AF, WC, OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7 SOLE VOTING POWER

NUMBER OF SHARES 0
BENEFICIALLY OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH 18,125,643

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

18,125,643

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

18,125,643

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.5%

14 TYPE OF REPORTING PERSON

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CUSIP No. 50049M109
----------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Goldman Sachs Capital Koryo Gen Par, L.L.C.

2 =====================================================================

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|

3 SEC USE ONLY

4 SOURCE OF FUNDS

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7 SOLE VOTING POWER

NUMBER OF SHARES 0
BENEFICIALLY OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH 18,108,151

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

18,108,151

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

18,108,151

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.5%

14 TYPE OF REPORTING PERSON

----------------------
CUSIP No. 50049M109
----------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Goldman Sachs Capital Koryo, L.P.

2 =====================================================================

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|

3 SEC USE ONLY

4 SOURCE OF FUNDS

AF, WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

7 SOLE VOTING POWER

NUMBER OF SHARES 0
BENEFICIALLY OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH 18,108,151

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

18,108,151

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

18,108,151

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.5%

14 TYPE OF REPORTING PERSON

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CUSIP No. 50049M109
----------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Goldman Sachs Capital Chosun Ltd..

2 =====================================================================

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|

3 SEC USE ONLY

4 SOURCE OF FUNDS

AF, WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Labuan, Malaysia

7 SOLE VOTING POWER

NUMBER OF SHARES 0
BENEFICIALLY OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH 7,526,882

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

7,526,882

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,526,882

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.4%

14 TYPE OF REPORTING PERSON

----------------------
CUSIP No. 50049M109
----------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Goldman Sachs Capital Shilla Ltd..

2 =====================================================================

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|

3 SEC USE ONLY

4 SOURCE OF FUNDS

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Labuan, Malaysia

7 SOLE VOTING POWER

NUMBER OF SHARES 0
BENEFICIALLY OWNED BY
EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH 10,581,269

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

10,581,269

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,581,269

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.2%

14 TYPE OF REPORTING PERSON

The Statement on Schedule 13D of The Goldman Sachs Group, Inc., Goldman Sachs
(Asia) L.L.C., Goldman Sachs Capital Koryo Gen Par, L.L.C., Goldman Sachs
Capital Koryo, L.P., Goldman Sachs Capital Chosun Ltd., and Goldman Sachs
Capital Shilla Ltd., dated November 14, 2001, relating to the common stock, par
value Korean Won 5,000 per share, of Kookmin Bank, a Republic of Korea
corporation, as amended by Amendment No. 1 filed on June 7, 2002, is hereby
amended and restated as set forth in this Amendment No. 2. This Amendment No. 2
is being filed in connection with the offering by Goldman Sachs Capital Chosun,
Ltd. on June 21, 2002 of 13,200,000 American depositary shares, representing
13,200,000 shares of such common stock pursuant to a resale registration
statement filed on June 4, 2002 with the Securities and Exchange Commission by
Kookmin Bank on Form F-1, as amended by Amendment No. 1 filed on June 18, 2002.
See "Offerings of Securities" under Item 4 below.

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the common stock,
par value Korean Won 5,000 per share (the "Common Stock"), of Kookmin Bank, a
Republic of Korea corporation (the "Company"). The principal executive offices
of the Company are located at 9-1, 2-Ga, Namdaemoon-ro, Jung-gu, Seoul, Korea
100-703.

The Company is a new corporation resulting from the merger
between old Kookmin Bank, a Republic of Korea corporation ("Old Kookmin"), and
H&CB, a Republic of Korea commercial bank principally engaged in mortgage
lending and retail banking. This merger was completed on November 1, 2001.

Item 2. Identity and Background.

This statement is being filed jointly by The Goldman Sachs
Group, Inc. ("GS Group"), Goldman Sachs (Asia) L.L.C. ("GS Asia"), Goldman Sachs
Capital Koryo Gen Par, L.L.C. ("GS Koryo Gen Par"), Goldman Sachs Capital Koryo,
L.P. ("GS Koryo LP"), Goldman Sachs Capital Chosun Ltd. ("GS Chosun"), and
Goldman Sachs Capital Shilla Ltd. ("GS Shilla") (GS Group, GS Asia, GS Koryo Gen
Par, GS Koryo LP, GS Chosun and GS Shilla, collectively, the "Filing Persons").1

Each of GS Chosun, GS Shilla and GS Koryo LP was formed for
the purpose of investing in the securities of the Company pursuant to the
transactions described in Items 3 through 6 of this Schedule 13D. GS Chosun and
GS Shilla, each a Labuan corporation, are direct wholly owned subsidiaries of GS
Koryo LP, a Cayman Islands exempted limited partnership. GS Koryo Gen Par, a
Delaware limited liability company, is the sole general partner of GS Koryo LP.
GS Asia is a Delaware limited liability company, which serves as the investment
manager for GS Koryo LP. All the interest in each of GS Koryo Gen Par and GS
Asia is owned by GS Group directly or indirectly through wholly owned
subsidiaries. GS Group is a Delaware corporation and holding company that
(directly and indirectly through subsidiaries or affiliated companies or both)
is a leading investment banking organization.

--------
1 Neither the present filing nor anything contained herein will be
construed as an admission that any Filing Person constitutes a "person"
for any purpose other than for compliance with Section 13(d) of the
Securities Exchange Act of 1934.

The principal business address of each Filing Person (other
than GS Group) is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong
Kong, People's Republic of China. The principal business address of GS Group is
85 Broad Street, New York, NY 10004.

The name, business address, present principal occupation or
employment and citizenship of each director of GS Group are set forth in
Schedule I hereto and are incorporated herein by reference. The name, business
address, present principal occupation or employment and citizenship of each
director of GS Asia are set forth in Schedule II hereto and are incorporated
herein by reference. The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of GS Koryo
Gen Par, the sole managing general partner of GS Koryo LP, are set forth in
Schedule III hereto and are incorporated herein by reference. The name, business
address, present principal occupation or employment and citizenship of each
director and executive officer of GS Chosun are set forth in Schedule IV hereto
and are incorporated herein by reference. The name, business address, present
principal occupation or employment and citizenship of each director and/or
executive officer of GS Shilla are set forth in Schedule V hereto and are
incorporated herein by reference.

During the last five years, none of the Filing Persons, nor,
to the knowledge of each of the Filing Persons, any of the persons listed on
Schedules I to V hereto, (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violation with respect to such laws.

The Filing Persons have entered into a Joint Filing Agreement,
dated as of November 26, 2001, a copy of which is attached hereto as Exhibit 1.

Item 3. Source and Amount of Funds or Other Consideration.

On May 27, 1999, GS Koryo LP and Old Kookmin entered into an
Investment Agreement (the "Investment Agreement"), pursuant to which GS Koryo LP
agreed to purchase from Old Kookmin, and Old Kookmin agreed to issue and sell to
GS Koryo LP, (i) 30,000,000 shares of Old Kookmin's common stock, par value
Korean Won 5,000 per share, at an aggregate purchase price of Korean Won 360
billion and (ii) U.S. $200 million principal amount of its 3% Subordinated
Convertible Bonds Due 2005 (the "Convertible Bonds") convertible into Common
Stock. The Convertible Bonds were issued pursuant to an Indenture, dated June
14, 1999, between Old Kookmin and The Bank of New York, as trustee (the
"Indenture"), which is filed as Exhibit 3 hereto and is incorporated by
reference herein. At or about November 1, 2001, the date of the merger of Old
Kookmin and H&CB, the Company and The Bank of New York, as trustee, entered into
a Supplemental Indenture (the "Supplemental Indenture") confirming the
assumption by the Company of the obligations of Old Kookmin under the Indenture.

On September 4, 2001, Old Kookmin and GS Koryo LP entered into
an agreement (the "Amended Investment Agreement") to amend and restate the
Investment Agreement to eliminate those provisions of the Investment Agreement
that would no longer be applicable after the completion of the merger of Old
Kookmin and H&CB. Pursuant to the terms of the Amended Investment Agreement, the
Company is bound by the provisions of the Amended Investment Agreement
applicable to Old Kookmin. The Amended Investment Agreement is filed as Exhibit
2 hereto and is incorporated herein by reference.

On June 11, 1999, GS Koryo LP and GS Chosun entered into an
Assignment and Assumption Agreement whereby GS Koryo LP assigned to GS Chosun,
pursuant to Section 11.09 of the Investment Agreement, its rights to purchase
shares of common stock of Old Kookmin, and GS Chosun assumed the obligation to
pay the purchase price therefor. On June 14, 1999, GS Koryo LP and GS Chosun
executed a Loan Agreement whereby GS Koryo LP made a loan to GS Chosun in the
amount of Korean Won 360 billion to be used by GS Chosun to pay the purchase
price for the shares of common stock of Old Kookmin, in consideration of which
GS Chosun issued a Secured Demand Promissory Note evidencing the loan under the
Loan Agreement and pursuant to which GS Chosun granted to GS Koryo LP a
first-priority security interest in the purchased common stock and certain
additional collateral.

On June 11, 1999, GS Koryo LP and GS Shilla entered into an
Assignment and Assumption Agreement whereby GS Koryo LP assigned to GS Shilla,
pursuant to Section 11.09 of the Investment Agreement, its rights to purchase
the Convertible Bonds, and GS Shilla assumed the obligation to pay the purchase
price therefor. On June 14, 1999, GS Koryo LP and GS Shilla executed a Loan
Agreement whereby GS Koryo LP made a loan to GS Shilla in the amount of U.S.
$200 million to be used by GS Shilla to pay the purchase price for the
Convertible Bonds, in consideration of which GS Shilla issued a Secured Demand
Promissory Note evidencing the loan under the Loan Agreement and pursuant to
which GS Shilla granted to GS Koryo LP a first-priority security interest in the
Convertible Bonds and certain additional collateral.

GS Koryo LP received its cash from contributions by its
partners.

On November 2, 1999, GS Chosun purchased 3,013,348 shares of
common stock of Old Kookmin in a rights offering by Old Kookmin at a purchase
price of $9.4978 per share, and the conversion rate of the Convertible Bonds was
adjusted to account for dilution.

On April 23, 2001, Old Kookmin and H&CB, a Korean commercial
bank principally engaged in mortgage lending and retail banking, entered into a
merger agreement pursuant to which the two banks agreed to merge by combining
into a new corporation to be named "Kookmin Bank" referred to herein as the
Company. On November 1, 2001, such agreed upon merger was completed.

As a result of the merger, (a) holders of Old Kookmin common
stock received one share of Common Stock of the Company for every 1.688346
shares of common stock they owned in Old Kookmin, and holders of Old Kookmin
global depositary shares received one American depositary share of the Company
for every 1.688346 global depositary shares they owned; and (b) holders of H&CB
common stock received one share of Common Stock of the Company for every share
of common stock of H&CB they owned, and holders of H&CB American depositary
shares received one American depositary share of the Company for every two
American depositary shares they owned. Accordingly, GS Chosun received
19,553,663 shares of Common Stock of the Company for the shares of common stock
of Old Kookmin that GS Chosun held prior to the Merger, and the Convertible
Bonds held by GS Shilla became convertible into 10,046,347 shares of Common
Stock of the Company. As a result of a stock dividend of 6% distributed by the
Company on April 3, 2002 to its stockholders of record as of December 31, 2001
and other adjustment events, the conversion price was adjusted and the
Convertible Bonds held by GS Shilla are currently convertible into 10,581,269
shares of Common Stock of the Company.

In addition, as a result of the merger, GS Asia and certain
affiliated broker-dealers wholly owned by GS Group received 897,445 shares of
Common Stock in exchange for the shares of common stock of H&CB and Old Kookmin
held by them prior to the merger.

On November 14, 2001, a wholly owned subsidiary of GS Asia
purchased 9 shares of Common Stock for its own account at a purchase price of
Korean Won 42,100 per share to satisfy a regulatory obligation on the part of
Korean broker-dealers to buy for their own account stock in odd-lot trades.

Item 4. Purpose of Transaction.

GENERAL

The purpose of the acquisition of the shares of Common Stock
and the Convertible Bonds (collectively, the "Securities") of the Company by GS
Koryo LP, GS Chosun and GS Shilla is to acquire an equity interest in the
Company. Pursuant to the Amended Investment Agreement, GS Koryo LP has certain
rights in respect of governance, securities offerings and other matters relating
to the Securities, which are described more fully below.

The acquisition of shares of Common Stock by GS Asia and
certain other broker-dealers wholly owned by GS Group was made in the ordinary
course of their business.

GOVERNANCE RIGHTS

The Amended Investment Agreement provides GS Koryo LP with the
following governance rights:

Board Representation. (a) Before any meeting of the
stockholders of the Company at which the term of any Purchaser Nominee (defined
in the Amended Investment Agreement as each of the nominees designated by GS
Koryo LP for election to the board of directors of the Company) serving on the
board of directors of the Company is scheduled to expire, GS Koryo LP will be
entitled to designate a Purchaser Nominee for election to the board of directors
of the Company as a Non-standing Director to replace such Purchaser Nominee.

(b) The board of directors of the Company will nominate and
recommend for election to the board of directors, and the Company will use its
best efforts to cause the election to its board of directors of, any Purchaser
Nominee designated by GS Koryo LP pursuant to the preceding paragraph.

(c) The board of directors of the Company will use its best
efforts to nominate and recommend an additional nominee designated by GS Koryo
LP for election to the board of directors as a Non-standing Director when such
position becomes available.

(d) In the event of the death, disability, resignation or
removal of a Purchaser Nominee from the board of directors of the Company, GS
Koryo LP will designate a replacement for such director. The board of directors
will nominate and recommend such replacement for election or appointment to the
board of directors and the Company will use its best efforts to cause such
replacement to be elected or appointed to the board of directors at the first
ordinary general meeting of stockholders following such designation.

(We note that pursuant to these provisions GS Koryo LP has
only one nominee serving on the board of directors of the Company. This director
is Henry Cornell, who is also a managing director of Goldman, Sachs & Co., a New
York limited partnership and an investment banking firm wholly owned by GS
Group. At this time, GS Koryo LP has no intention to nominate a second designee
to the board of directors of the Company, although it reserves the right to do
so.)

Appointment of Observer. If GS Koryo LP declines to designate
a Purchaser Nominee or the Purchaser Nominee is not elected, GS Koryo LP will be
entitled to designate an individual as its observer who will be given notice of
and, to the extent permitted by Korean law, be entitled to attend (but not vote
at or otherwise participate in) all regular and special meetings of the board of
directors of the Company. GS Koryo LP will have the right to change the person
designated as the observer at any time in its sole discretion. The Company will
enter into a contractual employment arrangement with any observer designated by
GS Koryo LP pursuant to which such observer will receive an amount of
compensation to be mutually agreed.

(We note that at this time GS Koryo LP does not have, and has
no intention to designate, an observer to the board of directors of the Company,
although it reserves the right to do so.)

Director and Officer Indemnification. The Company will provide
to each Purchaser Nominee upon his election to the board of directors,
indemnification and directors' insurance having terms and provisions no less
favorable to such individual than the indemnification and directors' insurance
provided to other Non-standing Directors of the Company (including coverage for
matters arising in whole or in part out of any matter existing or occurring
while such Purchaser Nominee was a director, even though such Purchaser Nominee
may no longer be a director at the time any claim for indemnification or
coverage under insurance is made).

Termination of Representation. The provisions under the
subheadings "Board Representation" and "Appointment of Observer" will terminate,
and GS Koryo LP will no longer be entitled to designate Purchaser Nominees for
election to the board of directors or an observer, at such time as the Minimum
Holding Condition is no longer satisfied. The Minimum Holding Condition is
defined in the Amended Investment Agreement as the condition that any shares of
Common Stock (i) purchased by GS Koryo LP under the Investment Agreement, (ii)
issued upon conversion of Convertible Bonds or (iii) received pursuant to a
stock split, stock dividend, stock reclassification, merger, exchange,
combination, consolidation or other recapitalization by the Company, or the
exercise of any subscriptions, options, conversion rights, warrants, or other
agreements, securities or commitments of any kind obligating the Company or any
of its subsidiaries to issue, grant, deliver or sell, or cause to be issued,
granted, delivered or sold, any equity securities of the Company or any of its
subsidiaries, distributed to stockholders of the Company generally or the
exercise of preemptive rights in respect of such shares, beneficially owned by
the Purchaser and each subsidiary of GS Koryo LP (including GS Chosun and GS
Shilla) represent, in the aggregate, at least 3% of the Common Stock (including
for this purpose all shares of Common Stock issuable upon conversion of
Convertible Bonds beneficially owned by GS Koryo LP and its subsidiaries, but
excluding shares of Common Stock issued or issuable upon conversion of the 40
million non-voting preferred shares issued by the Company to the Korea Deposit
Insurance Corporation in December 1998 with an aggregate par value of Korean Won
200 billion, and all additional preferred shares issued at any time in
connection with the exercise of preemptive rights with respect to Preferred
Shares).

Compliance with Applicable Law. If at any time the obligations
of the Company and the rights of GS Koryo LP will be contrary to or inconsistent
with applicable law or the Articles of Incorporation of the Company, the Company
will use its best efforts to enter into arrangements satisfactory to GS Koryo LP
that are permissible under applicable law and the Articles of Incorporation of
the Company which secure to GS Koryo LP the benefits conferred upon it by the
provisions of the Amended Investment Agreement.

OFFERINGS OF SECURITIES

On June 4, 2002, the Filing Persons filed with the Securities
and Exchange Commission a resale registration statement on Form F-1 covering
12,650,000 shares of Common Stock and describing GS Chosun's intention to offer
up to 12,650,000 American depositary shares (the "ADSs") of the Company, subject
to the effectiveness of the resale registration statement and to the
satisfaction or waiver of conditions to the closing of an underwriting agreement
relating to such offering. On June 18, 2002, the Company filed Post-Effective
Amendment No. 1 to the resale registration statement to increase the size of the
offering pursuant to Rule 462(b) under the Securities Act to 13,200,000 ADSs,
representing 13,200,000 shares of Common Stock. See Item 5(c) below for a
description of the offering.

Upon request of the Purchaser, the Company will use its
reasonable best efforts to assist GS Koryo LP and its affiliates in connection
with any proposed offer and sale of any Securities that is not to be registered
under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (the "Securities Act"), including any efforts required to
list the Convertible Bonds. The Company will, upon the request of GS Koryo LP,
prepare offering documentation in customary form, and enter into an underwriting
or purchase agreement containing customary terms and provisions reasonably
acceptable to the Company, in connection with such a proposed offer and sale of
Securities, and take all such other customary actions as may reasonably be
requested to facilitate the offer and sale of such Securities. The Company will
not enter into any agreement with respect to the Common Stock that is
inconsistent with the preceding sentence.

COVENANTS

Bank Mergers. For so long as the Minimum Holding Condition is
satisfied, the Company will consult with GS Koryo LP before it or any of its
subsidiaries authorizes, enters into or consummates any agreement or
understanding with respect to (x) a merger, amalgamation, share exchange or
consolidation involving any financial institution (other than a transaction
involving solely the Company and/or one or more of its subsidiaries) or (y) the
acquisition of a substantial portion of the assets of any financial institution
(other than a transaction involving solely the Company and/or one or more of its
subsidiaries). If the Company and GS Koryo LP agree that such proposed
transaction is in the best interests of the Company and its shareholders, the
Company will pursue (or will cause its subsidiaries to pursue) such transaction;
if there is no such agreement, the Company will not proceed (and will cause its
subsidiaries not to proceed) with such transaction. (We note that Old Kookmin
and GS Koryo LP reached such an agreement with respect to the merger between Old
Kookmin and H&CB.)

Access of Certain Purchaser Affiliates. Certain affiliates of
GS Koryo LP will be entitled, from time to time, to discuss with the Company,
its officers, directors and independent accountants, and to make proposals,
recommendations and suggestions to the Company relating to, the business and
affairs of the Company. The Company will consider in good faith all legitimate
proposals, recommendations and suggestions made by such affiliates. The Company
will permit each such affiliate reasonable access to the properties of the
Company and its subsidiaries, and to the books, records and other written
information in the possession of the Company relating to its affairs, at all
reasonable times.

Listing; Reservation. So long as GS Koryo LP holds any of the
Securities, the Company will use its best efforts to ensure that the Common
Stock continues to be quoted on the Korea Stock Exchange (the "KSE"). In
addition, the Purchaser will have the right to request that the Company list the
Convertible Bonds on the London Stock Exchange or the Luxembourg Stock Exchange,
as determined by the Company. Upon such request being made, the Company will use
its best efforts to effect the listing as soon as is reasonably practicable, and
GS Koryo LP will cooperate with the Company to effect such listing. GS Koryo LP
will pay all costs relating to such listing.

Registration Rights. The Company has granted GS Koryo LP
demand registration rights exercisable at any time and from time to time on or
after the 180th day following the Company's first registered public offering of
equity securities in the United States. The Company has also granted GS Koryo LP
certain piggyback registration rights subject to customary terms and conditions.

other plans and proposals

Except as described above (including without limitation, the
description set forth above under "Offerings of Securities") or otherwise
described in this Schedule 13D, the Filing Persons currently have no plans or
proposals which relate to or would result in any transaction, event or action
enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D
promulgated under the Act.

Each of the Filing Persons reserves the right, in light of its
ongoing evaluation of the Company's financial condition, business, operations
and prospects, the market price of the Common Stock, conditions in the
securities markets generally, general economic and industry conditions, its
business objectives and other relevant factors, to change its plans and
intentions at any time, as it deems appropriate. In particular, any one or more
of the Filing Persons (and their respective affiliates) reserves the right, in
each case subject to (a) the restrictions contained in the Amended Investment
Agreement and (b) any applicable limitations imposed on the sale of any of their
Company securities by the Securities Act of 1933 or other applicable law, to (i)
purchase additional shares of Common Stock or other securities of the Company,
(ii) sell or transfer shares of Common Stock beneficially owned by them from
time to time in public or private transactions, and (iii) cause any of the
Filing Persons to distribute in kind to its respective partners or members, as
the case may be, shares of Common Stock or other securities owned by such Filing
Person. To the knowledge of each Filing Person, each of the persons listed on
Schedules I through V hereto may make similar evaluations from time to time or
on an ongoing basis.

Item 5. Interest in Securities of the Issuer.

(a) According to the Company's most recent filing on Form F-1
with the Securities and Exchange Commission on June 18, 2002, the total number
of shares of Common Stock outstanding as of June 4, 2002 is 317,677,416.

As of June 21, 2002, GS Chosun directly owned 7,526,882 shares
of Common Stock, representing 2.4% of the outstanding shares of Common Stock.

As of June 21, 2002, GS Shilla may be deemed to beneficially
own 10,581,269 shares of Common Stock through its beneficial ownership of the
Convertible Bonds, representing 3.2% of the outstanding shares of Common Stock.

As of June 21, 2002, GS Koryo Gen Par and GS Koryo LP may each
be deemed to beneficially own 18,108,151 shares of Common Stock representing
5.5% of the outstanding shares of Common Stock. Such beneficial ownership
consists of GS Chosun's direct ownership of 7,526,882 shares of Common Stock and
GS Shilla's beneficial ownership of 10,581,269 shares of Common Stock.

As of June 21, 2002, GS Group and GS Asia may each be deemed
to beneficially own 18,125,643 shares of Common Stock representing 5.5% of the
outstanding shares of Common Stock. Such beneficial ownership consists of (i)
18,108,151 shares of Common Stock which may be deemed to be beneficially owned
by GS Koryo LP and GS Koryo Gen Par as described above, (ii) 15,956 shares of
Common Stock and 1,527 American depositary shares acquired through ordinary
course trading activities by GS Asia and affiliated broker-dealers, and (iii)
nine American depositary shares held in client accounts with respect to which GS
Asia, affiliated broker-dealers or their employees have voting or investment
discretion, or both ("Managed Accounts").

GS Group and GS Asia each disclaim beneficial ownership of (i)
the shares of Common Stock beneficially owned by GS Koryo LP to the extent of
partnership interests in GS Koryo LP held by persons other than GS Group or its
affiliates and (ii) the American depositary shares held in Managed Accounts.

None of the Filing Persons or, to the knowledge of the Filing
Persons, the persons listed on Schedules I through V hereto beneficially owns
any shares of Common Stock other than as set forth herein.

(b) Each Filing Person shares the power to vote or direct the
vote and to dispose or to direct the disposition of shares of Common Stock
beneficially owned by such Filing Person as indicated above.

(c) On June 21, 2002, GS Chosun offered 13,200,000 ADSs,
representing 13,200,000 shares of Common Stock, pursuant to a resale
registration statement filed on Form F-1 with the Securities and Exchange
Commission on June 4, 2002, as amended by Amendment No. 1 filed on June 18,
2002. The ADSs are listed on the New York Stock Exchange and each ADS represents
one share of Common Stock. The ADSs are evidenced by American depositary
receipts and were sold in the offering at a net price of US$46.44 per share
(initial price per share of US$48, less an underwriting discount of US$1.56 per
share). In connection with the offering, GS Chosun entered into an underwriting
agreement with GS Asia, as representative of the underwriters named in the
underwriting agreement, and with the Company, pursuant to which, among other
things, the underwriters have the option to buy from GS Chosun up to an
additional 1,980,000 ADSs within 30 days after June 18, 2002 at a net price of
US$46.44 per share (initial price per share of US$48, less an underwriting
discount of US$1.56 per share). On June 25, 2002, GS Asia, as representative of
the underwriters named in the underwriting agreement, exercised this option to
buy from GS an additional 1,277,000 ADSs pursuant to the underwriting agreement.
The exercise of the option is currently expected to close on June 28, 2002. Also
in connection with the offering, each of GS Koryo LP and its affiliates,
including GS Chosun and GS Shilla, have agreed not to sell any Common Stock or
ADSs or similar securities that it beneficially owns for 150 days following June
18, 2002 without the prior written consent of GS Asia. GS Chosun has also agreed
to pay approximately US$1.8 million of the total expenses of the offering and
the underwriters have agreed to pay the remainder.

On April 23, 2001, Old Kookmin and H&CB entered into a merger
agreement pursuant to which the two banks agreed to merge by combining into a
new corporation to be named "Kookmin Bank" referred to herein as the Company. On
November 1, 2001, this agreed upon merger was completed. On September 4, 2001,
Old Kookmin and GS Koryo LP entered into an agreement (the "Amended Investment
Agreement") to amend and restate the Investment Agreement to eliminate those
provisions that would no longer be applicable after the completion of the
merger. In addition, at or about the date of the merger, the Company and The
Bank of New York, as trustee, entered into the Supplemental Indenture confirming
the assumption by the Company of the obligations of Old Kookmin under the
Indenture. We understand from Korean counsel that this assumption occurred in
connection with the merger by operation of law.

As a result of the merger, (a) holders of Old Kookmin common
stock received one share of Common Stock of the Company for every 1.688346
shares of common stock they owned in Old Kookmin, and holders of Old Kookmin
global depositary shares received one American depositary share of the Company
for every 1.688346 global depositary shares they owned; and (b) holders of H&CB
common stock received one share of Common Stock of the Company for every share
of common stock of H&CB they owned, and holders of H&CB American depositary
shares received one American depositary share of the Company for every two
American depositary shares they owned. Accordingly, GS Chosun received
19,553,663 shares of Common Stock of the Company for the shares of common stock
of Old Kookmin that GS Chosun held prior to the merger, and the Convertible
Bonds held by GS Shilla became convertible into 10,046,347 shares of Common
Stock of the Company. As a result of a stock dividend of 6% distributed by the
Company on April 3, 2002 to its stockholders of record as of December 31, 2001,
the conversion price was adjusted and the Convertible Bonds held by GS Shilla
are currently convertible into 10,581,269 shares of Common Stock of the Company.

Schedule VI hereto sets forth the transactions in the Common
Stock (and ADSs representing such Common Stock) which were effected during the
period from June 5, 2002 through June 21, 2002. Other than the sale of
13,200,000 ADSs to GS Asia by GS Chosun on June 18, 2002 in connection with the
offering of such ADSs on June 21, 2002 (as described above in this Item 5(c)),
all the transactions set forth on Schedule VI were effected in the ordinary
course of business by GS Asia or another wholly-owned broker or dealer
subsidiary of GS Group on the Korea Stock Exchange in the case of the Common
Stock and on the New York Stock Exchange in the case of the ADSs. Funds for the
purchase of shares of Common Stock (or ADSs representing such Common Stock)
acquired in ordinary course trading activities came from the working capital of
GS Asia or another wholly-owned broker or dealer subsidiary of GS Group. Except
as described elsewhere in this Schedule 13D and as set forth on Schedule VI, no
transactions in the Common Stock (or ADSs representing such Common Stock) were
effected by the Filing Persons or, to the knowledge of any of the Filing
Persons, any of the persons listed on Schedules I through V hereto, during the
period from June 5, 2002 through June 21, 2002.

In accordance with Securities and Exchange Commission Release
No. 34-39538 (January 12, 1998), this filing reflects the securities
beneficially owned by the investment banking division ("IBD") of The Goldman
Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "Goldman
Sachs"). This filing does not reflect securities, if any, beneficially owned by
any other operating unit of Goldman Sachs. IBD disclaims beneficial ownership of
the securities beneficially owned by (i) any client accounts with respect to
which IBD or its employees have voting or investment discretion, or both and
(ii) certain investment entities, of which IBD is the general partner, managing
general partner or other manager, to the extent interests in such entities are
held by persons other than IBD.

(d) Except for clients of GS Asia or its affiliated
broker-dealers who may have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any shares of
Common Stock, no other person is known by any Filing Person to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, shares of Common Stock beneficially owned by any Filing
Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Company.

Certain contracts, arrangements, understandings or
relationships among the Filing Persons in connection with the Amended Investment
Agreement are described in Item 3 and Item 5 above. Certain contracts,
arrangements, understandings or relationships with respect to the offering by GS
Chosun of the ADSs are described in Item 4 and Item 5 above. Such descriptions
are incorporated by reference into this Item 6.

The Filing Persons' interest in the Convertible Bonds is
subject to the terms of the Indenture and the Indenture Side Letter, which are
attached as Exhibit 3 hereto and are incorporated by reference herein. GS Shilla
has the right to convert its Convertible Bonds (or any portion thereof being
U.S.$5,000 in principal amount or an integral multiple thereof) into shares of
Common Stock of the Company at any time until one month prior to June 14, 2005,
the maturity date of the Convertible Bonds. As indicated above, at the current
conversion price, the Convertible Bonds would be converted into 10,581,269
shares of Common Stock if converted at this time. The conversion price may be
adjusted in certain events, including mergers and issuances of additional shares
of Common Stock. They bear interest at the rate of 3.00 per cent per annum and
may be redeemed in whole or in part for certain tax reasons prior to their
maturity date. Pursuant to the Indenture Side Letter, in the event that the
Company intends to redeem outstanding Convertible Bonds in the event of changes
in Korean taxes, a holder of Convertible Bonds may elect to retain its
Convertible Bonds if it waives its right to receive, in respect of its
Convertible Bonds, such additional payments in respect of Korean taxes as would
result in the payment to such holder of the amounts of principal, premium (if
any) and interest that would otherwise have been receivable by such holder in
respect of payments of its Convertible Bonds in the absence of the applicable
deduction or withholding. The Supplemental Indenture confirms the assumptions by
the Company of Old Kookmin's rights and obligations under the Indenture.

Except as set forth in this statement, none of the Filing
Persons or, to the knowledge of the Filing Persons, any of the persons listed on
Schedules I through V hereto is a party to any contract, arrangement,
understanding or relationship with respect to any securities of the Company.

Item 7. Material To Be Filed as Exhibits.

Exhibit 1 Joint Filing Agreement, dated as of November
26, 2001.*

Exhibit 2 Amended and Restated Investment Agreement,
dated as of September 4, 2001, by and among GS
Koryo LP and the Company*

Exhibit 3 Indenture and Indenture Side Letter, each dated
as of June 14, 1999 relating to Old Kookmin's
3.00% Subordinated Convertible Bonds Due 2005*

Exhibit 4 Power of Attorney, dated as of December 8, 2000
delivered by The Goldman Sachs Group, Inc.*

Exhibit 5 Power of Attorney, dated as of
November 23, 2001, delivered by Goldman Sachs
(Asia) L.L.C.*

Exhibit 6 Power of Attorney dated as of November 20,
2001, delivered by Goldman Sachs Capital Koryo,
L.P.*

Exhibit 7 Power of Attorney, dated as of November 20,
2001, delivered by Goldman Sachs Capital Koryo
Gen Par, L.L.C.*

Exhibit 8 Power of Attorney, dated as of November 20,
2001, delivered by Goldman Sachs Capital Chosun
Ltd.*

Exhibit 9 Power of Attorney, dated as of November 20,
2001, delivered by Goldman Sachs Capital Shilla
Ltd.*

Exhibit 10 Underwriting Agreement, dated as of June 18,
2001, by and among Kookmin Bank, Goldman Sachs
(Asia) L.L.C., as representative of the
Underwriters named therein, and Goldman Sachs
Capital Chosun, Ltd.**

* Previously filed as an exhibit to the Statement on Schedule 13D of The
Goldman Sachs Group, Inc., Goldman Sachs (Asia) L.L.C., Goldman Sachs
Capital Koryo Gen Par, L.L.C., Goldman Sachs Capital Koryo, L.P., Goldman
Sachs Capital Chosun Ltd., and Goldman Sachs Capital Shilla Ltd., dated
November 14, 2001, relating to the common stock, par value Korean Won 5,000
per share, of Kookmin Bank, a Republic of Korea corporation.

** Previously filed as an exhibit to the Registration Statement on Form F-1 of
Kookmin Bank, dated June 4, 2002, as amended by Amendment No. 1, dated June
18, 2002, relating to the common stock, par value Korean Won 5,000 per
share, of Kookmin Bank, a Republic of Korea corporation.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.

Dated: June 26, 2002

THE GOLDMAN SACHS GROUP, INC.

By: /s/ Hans L. Reich
------------------------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact

GOLDMAN SACHS (ASIA) L.L.C.

By: /s/ Hans L. Reich
------------------------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact

GOLDMAN SACHS CAPITAL KORYO, L.P.

By: /s/ Hans L. Reich
------------------------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact

GOLDMAN SACHS CAPITAL KORYO GEN PAR, L.L.C.

By: /s/ Hans L. Reich
------------------------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact

GOLDMAN SACHS CAPITAL CHOSUN LTD.

By: /s/ Hans L. Reich
------------------------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact

GOLDMAN SACHS CAPITAL SHILLA LTD.

By: /s/ Hans L. Reich
------------------------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact

EXHIBITS