UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Kookmin Bank -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value Korean Won 5,000 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 50049M109 -------------------------------------------------------------------------------- (CUSIP Number) David J. Greenwald, Esq. Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 (212) 902-1000 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 4, 2003 -------------------------------------------------------------------------------- (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). 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 AF 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 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 4,135,113 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 4,135,113 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,135,113 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% 14 TYPE OF REPORTING PERSON CO, HC 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 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 4,135,113 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 4,135,113 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,135,113 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% 14 TYPE OF REPORTING PERSON OO 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 AF 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 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,831,151 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 3,831,151 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,831,151 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% 14 TYPE OF REPORTING PERSON OO 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 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,831,151 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 3,831,151 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,831,151 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% 14 TYPE OF REPORTING PERSON PN 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 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON CO 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 AF 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 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,831,151 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 3,831,151 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,831,151 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% 14 TYPE OF REPORTING PERSON CO This Amendment No. 4, filed 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, amends and supplements the Schedule 13D filed by the Filing Persons with the Securities and Exchange Commission on November 14, 2001, relating 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") (as amended by Amendment No. 1 filed on June 7, 2002, Amendment No. 2 filed on June 26, 2002 and Amendment No. 3 filed on November 26, 2002, the "Schedule 13D"). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. The principal executive offices of the Company are located at 9-1, 2-Ga, Namdaemoon-ro, Jung-gu, Seoul, Korea 100-703. Item 2. Identity and Background. Schedules I through V are hereby deleted and replaced in their entirety by Schedules I through V attached hereto. Item 5. Interest in Securities of the Issuer. Item 5(a) is hereby amended by deleting the first four paragraphs of this item as set forth in the Schedule 13D and inserting the following four paragraphs at the beginning of this item: "(a) According to the Company's most recent filing on Form 20-F with the Securities and Exchange Commission on June 17, 2003, the total number of shares of Common Stock outstanding as of December 31, 2002 is 328,258,685. As of September 4, 2003, GS Chosun directly owned 0.0 shares of Common Stock, representing 0.0% of the outstanding shares of Common Stock. As of September 4, 2003, GS Shilla directly owned 3,831,151 shares of Common Stock, representing 1.2% of the outstanding shares of Common Stock. As of September 4, 2003, GS Koryo Gen Par and GS Koryo LP may each be deemed to beneficially own 3,831,151 shares of Common Stock representing 1.2% of the outstanding shares of Common Stock. Such beneficial ownership consists of GS Chosun's direct ownership of 3,831,151 shares of Common Stock. As of September 4, 2003, GS Group and GS Asia may each be deemed to beneficially own 4,135,113 shares of Common Stock representing 1.3% of the outstanding shares of Common Stock. Such beneficial ownership consists of (i) 3,831,151 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) 135,606 shares of Common Stock and 1,527 American depositary shares ("ADSs") acquired through ordinary course trading activities by GS Asia and affiliated broker-dealers, (iii) 34,109 ADSs 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") and (iv) 132,720 shares of Common Stock held by a trust incorporated in the Republic of Korea with respect to which GS Asia, affiliated broker-dealers or their employees may be deemed to have voting or investment discretion, or both. ----------------- 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. Item 5(c) is hereby amended by deleting the second paragraph of this item as set forth in the Schedule 13D and inserting the following paragraphs after the first paragraph: "On September 4, 2003, GS Chosun sold 6,249,882 ADSs representing Common Stock at a price per ADS of US$35.78. This transaction was effected by GS Asia on the New York Stock Exchange. On September 4, 2003, GS Shilla sold 6,750,118 ADSs representing Common Stock at a price per ADS of US$35.78. This transaction was effected by GS Asia on the New York Stock Exchange. "Schedule VI hereto sets forth transactions in Common Stock (and ADSs representing such Common Stock) which were effected during the 60 day period from July 6, 2003 through September 4, 2003. 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 Common Stock) or on the New York Stock Exchange or in the third market (in the case of ADSs). Funds for the purchase of shares of Common Stock (or ADSs representing such Common Stock) acquired in ordinary course trading activities come 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 60 day period from July 6, 2003 through September 4, 2003." Item 5(e) is hereby amended to read in its entirety as follows: "(e) The Filing Persons ceased to be the beneficial owners of more than five percent of the Common Stock on September 4, 2003. Accordingly, the Filing Persons will not amend the Schedule 13D after the date of this Amendment No. 4 to the Schedule 13D." 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: September 9, 2003 THE GOLDMAN SACHS GROUP, INC. By: /s/ Roger S. Begelman ----------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN SACHS (ASIA) L.L.C. By: /s/ Roger S. Begelman ----------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN SACHS CAPITAL KORYO, L.P. By: /s/ Roger S. Begelman ----------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN SACHS CAPITAL KORYO GEN PAR, L.L.C. By: /s/ Roger S. Begelman ----------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN SACHS CAPITAL CHOSUN LTD. By: /s/ Roger S. Begelman ----------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN SACHS CAPITAL SHILLA LTD. By: /s/ Roger S. Begelman ----------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact SCHEDULE I ---------- The name of each director of The Goldman Sachs Group, Inc. is set forth below. The business address of each person listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004. Each person is a citizen of the United States of America except for Lord Browne of Madingley, who is a citizen of the United Kingdom. The present principal occupation or employment of each of the listed persons is set forth below. Name Present Principal Occupation Henry M. Paulson, Jr. Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc. John A. Thain President and Chief Operating Officer of The Goldman Sachs Group, Inc. Lloyd C. Blankfein Vice Chairman of The Goldman Sachs Group, Inc. Lord Browne of Madingley Group Chief Executive of BP plc James A. Johnson Vice Chairman of Perseus, L.L.C. John H. Bryan Retired Chairman and Chief Executive Officer of Sara Lee Corporation Ruth J. Simmons President of Brown University Claes Dahlback Nonexecutive Chairman of Investor AB William W. George Retired Chairman and Chief Executive Officer of Medtronic, Inc. Edward M. Liddy Chairman of the Board, President and Chief Executive Officer of The Allstate Corporation SCHEDULE II ----------- The name of each director of Goldman Sachs (Asia) L.L.C. is set forth below. The business address for each director listed below is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong, People's Republic of China, except as follows: The business address of Bradley I. Abelow and David M. Weil is 85 Broad Street, New York, NY 10004. The business address of David K. Chang is Taipei Metro Tower, 11th Floor, 207 Tun Hua South Road, Sec. 2, Taipei, Taiwan. The business address of Chan-Keun Lee and Jinsuk T. Oh is 21st Floor, HungKuk Life Insurance Building, 226 Shin Mun Ro 1Ga, Chong Ro-Gu, Seoul, Korea. The business address of Nicholas P. Crapp is Ark Mori Building, 12-32, Akasaka 1-chome, Minato-ku, Tokyo 107-6005, Japan. Each director listed below is a United States citizen except as follows. Syed H. Ahmed is a citizen of Pakistan. David K. Chang is a citizen of Taiwan. Richard J. Gnodde is a citizen of both Ireland and South Africa. Nicholas P. Crapp and Timothy G. Freshwater are citizens of the United Kingdom. Chan-Keun Lee is a citizen of South Korea. The present principal occupation or employment of each of the listed persons is set forth below. Name Present Principal Occupation ---- ---------------------------- Syed H. Ahmed Managing Director of Goldman, Sachs & Co. David K. Chang Managing Director of Goldman Sachs (Asia) L.L.C. Nicholas P. Crapp Managing Director of Goldman Sachs (Japan) Ltd. Gary T. Giglio Managing Director of Goldman Sachs (Asia) L.L.C. Richard J. Gnodde Managing Director of Goldman Sachs (Asia) L.L.C. Timothy G. Freshwater Managing Director of Goldman Sachs (Asia) L.L.C. Chan-Keun Lee Managing Director of Goldman Sachs (Asia) L.L.C. Bradley I. Abelow Managing Director of Goldman, Sachs & Co. David M. Weil Managing Director of Goldman, Sachs & Co. SCHEDULE III ------------ The name, position and present principal occupation of each director and executive officer of Goldman Sachs Capital Koryo Gen Par, L.L.C., the sole general partner of Goldman Sachs Capital Koryo, L.P., are set forth below. The business address for all directors and/or executive officers listed below except Patrick E. Mulvihill is 85 Broad Street, New York, New York 10004. The business address for Patrick E. Mulvihill is Peterborough Court, 133 Fleet Street, London EC4A 2BB England. All directors and/or executive officers listed below are United States citizens. Name Position Present Principal Occupation ---- -------- ---------------------------- Richard A. Friedman Director/President Managing Director of Goldman, Sachs & Co. Katherine B. Enquist Vice President/ Managing Director of Goldman, Sachs & Co. Secretary Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co. John E. Bowman Vice President/ Vice President of Goldman, Sachs & Co. Treasurer David J. Greenwald Assistant Secretary Managing Director of Goldman, Sachs & Co. James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co. Beverly L. O'Toole Assistant Secretary Vice President of Goldman, Sachs & Co. Patrick E. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co. Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co. SCHEDULE IV ----------- The name, position and present principal occupation of each director and executive officer of Goldman Sachs Capital Chosun Ltd. are set forth below. The business address for all the executive officers listed below except Mary Nee, Mathew Willie and Lilian Chau is 85 Broad Street, New York, New York 10004. The business address for Mathew Willie and Lilian Chau is c/o Shearn Skinner Trust Company Sdn Bhd, Lot 2&3, Level 3, Wisma Lazenda, Jalan Komajuan, 87000 Federal Territory of Labuan, Malaysia. The business address for Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens Road Central, Hong Kong, People's Republic of China. All directors and/or executive officers listed below are United States citizens except for Mathew Willie and Lilian Chau, who are citizens of Malaysia. Name Position Present Principal Occupation ---- -------- ---------------------------- Mathew Willie Director Counsel for Shearn Skinner Trust Company Richard A. Friedman Director Managing Director of Goldman, Sachs & Co. Lilian Chau Secretary Trust Manager of Shearn Skinner Trust Company David J. Greenwald Assistant Secretary Managing Director of Goldman, Sachs & Co. James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co. John E. Bowman Vice President Vice President of Goldman, Sachs & Co. Katherine B. Enquist Vice President/ Managing Director of Goldman, Sachs & Co. Secretary Mary Nee Vice President Executive Director of Goldman Sachs (Asia) L.L.C. SCHEDULE V ---------- The name, position and present principal occupation of each director and executive officer of Goldman Sachs Capital Shilla Ltd. are set forth below. The business address for all the executive officers listed below except Mathew Willie and Lilian Chau is 85 Broad Street, New York, New York 10004. The business address for Mathew Willie and Lilian Chau is c/o Shearn Skinner Trust Company Sdn Bhd, Lot 2&3, Level 3, Wisma Lazenda, Jalan Komajuan, 87000 Federal Territory of Labuan, Malaysia. All directors and/or executive officers listed below are United States citizens except for Mathew Willie and Lilian Chau, who are citizens of Malaysia. Name Position Present Principal Occupation ---- -------- ---------------------------- Mathew Willie Director Counsel for Shearn Skinner Trust Company Richard A. Friedman Director Managing Director of Goldman, Sachs & Co. Lilian Chau Secretary Trust Manager of Shearn Skinner Trust Company David J. Greenwald Assistant Secretary Managing Director of Goldman, Sachs & Co. James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co. John E. Bowman Vice President Vice President of Goldman, Sachs & Co. Katherine B. Enquist Vice President/ Managing Director of Goldman, Sachs & Co. Secretary Mary Nee Vice President Executive Director of Goldman Sachs (Asia) L.L.C. SCHEDULE VI ----------- Transactions in Common Stock ---------------------------- Shares Purchased Shares Sold Price per Share Trade Date Settlement Date ---------------- ----------- --------------- ---------- --------------- (in Korean Won) 14,550 41,050 8/26/2003 8/28/2003 17,100 41,100 8/27/2003 8/29/2003 17,280 40,800 8/28/2003 9/1/2003 17,160 42,950 8/29/2003 9/2/2003 17,220 44,900 9/1/2003 9/3/2003 17,280 44,800 9/2/2003 9/4/2003 17,280 46,200 9/3/2003 9/5/2003 17,280 45,350 9/4/2003 9/8/2003 Transactions in American Depositary Shares ------------------------------------------ Shares Purchased Shares Sold Price per Share Trade Date Settlement Date ---------------- ----------- --------------- ---------- --------------- in US Dollars 300 34.5000 7/24/2003 7/29/2003 100 34.4000 7/24/2003 7/29/2003 100 34.3900 7/24/2003 7/29/2003 100 34.2600 7/24/2003 7/29/2003 100 34.2700 7/24/2003 7/29/2003 200 34.3000 7/24/2003 7/29/2003 200 34.3100 7/24/2003 7/29/2003 177 34.3400 7/24/2003 7/29/2003 100 34.3300 7/24/2003 7/29/2003 1377 34.3611 7/24/2003 7/28/2003