[TYPE] SC13D/A
[DOCUMENT-COUNT] 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act
of 1934
SK Telecom Corp. Ltd.
(Name of Issuer)
Ordinary Shares**
(Title of Class of Securities)
78440P108
(CUSIP Number)
Laurel FitzPatrick
Tiger Management L.L.C.
101 Park Avenue
New York, NY 10178
212-984-2500
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and
Communications)
July 31, 1999
(Date of Event which Required
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
Rule 13d1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee
is being paid with this statement
[ ].
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.
Cusip Number: 78440P108
Item 1. Tiger Management L.L.C.
Item 2 Check the Appropriate Box
if a Member of a Group:
(a)(b)x
Item 4. OO
Item 6. Delaware
Item 7. 623,488
Item 8. -0-
Item 9. 623,488
Item 10. -0-
Item 11. 623,488
Item 13. 7.5%
Item 14. IA
** The shares and percentages
shown for TMLLC above include
all of the Ordinary shares and shares
underlying ADRs of SK Telecom owned by
funds advised by TMLLC.
The filing of this Schedule 13D is
not, and should not be deemed to be,
an admission that such Schedule 13D
is required to be filed.
Item 4. Purpose of Transaction.
Item 4 is amended and restated as follows:
Effective July 30, 1999, SK Telecom Board
of Directors completed a rights offering
of approximately 25% of the Company at a
significant market discount. The rights
offering was approved by the Board of
Directors by a vote of 7 to 4 with all
three of SK Telecom's independent
directors and the director appointed by
the Company's second largest shareholder,
Korea Telecom, voting against the measure.
SK Telecom's outside auditor felt that the
action was so contrary to shareholder
interests that he has called for a special
shareholder meeting for the purpose of
removing from the Board of Directors the
Chairman of the Board of SK Telecom, as the
director most responsible for approval of
the rights offering. The Chairman of SK
Telecom is also the Chairman of SK Group.
The Special Shareholders meeting has
been called for August 27. Tiger believes
that the rights offering was not in the
best interest of shareholders and was
designed primarily to benefit SK Group,
the chaebol who at the time controlled
25% of SK Telecom's stock.
A prominent Korean shareholders rights
group has also placed on the Agenda for the
August 27 meeting the election of a fourth
independent director to fill a current Board
vacancy. This would bring the number of
independent directors to four.
Finally, as part of the agenda for
the special shareholders meeting,
Tiger has proposed that
SK Telecom split its shares 50 to 1 split.
Tiger intends to vote in favor of (i) the
Removal of the Chairman of the Board of
Directors, (ii) the appointment of an
additional independent director at the
Special Shareholder's meeting, and (iii)
the stock split. In order to make
shareholders aware of the special meeting
and the issues involved, Tiger
has sent the letter attached as Exhibit B
hereto to shareholders of SK Telecom.
Tiger does not intend to seek control over
the Company or to participate in the day
to day management of the Company. Tiger is
a registered investment advisor and in the
normal course of its business Tiger does not
attempt to control the management of the
companies whose stock is held by Tiger advised
funds.
Tiger has held discussions from time to time
with the Company's management regarding the
Company and means of enhancing shareholder
value and corporate governance. Tiger
anticipates that it will continue
to have these discussions with Company's
management in the future, including some
of the contemplated shareholder proposals.
Any further action which Tiger takes will
depend on a variety of factors, including,
without limitation, current and anticipated
future trading prices for the Shares, market
opportunities, actions of Company management,
the financial condition, results of
operation and the prospects of the Company
and general economic, financial market and
industry conditions. Depending upon the
foregoing factors, Tiger may also sell all or
part of the Shares, or buy additional
shares in open market or privately
negotiated transactions.
Except as set forth above, Tiger has no
plans or proposals with respect to any
matter set forth in paragraphs (a) through
(j) if Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Items 5 (a) and (c) are hereby amended as
follows: Item 5(a). The following table sets
forth information with respect to shares
beneficially owned by Tiger as of July 31,
1999 including information with respect to
each Fund on behalf of which such shares
are held. The percentages set forth below
are based on 8,326,575 shares outstanding as
of 7/31/99 and include shares issued
in the Rights Offering.
<TABLE>
<S> <C> <C>
Number of % of
Name Shares share
O/S
TEI Fund 623,488** 7.5%
</TABLE>
** The shares and percentages
shown for TMLLC in the above table
include all of the Ordinary shares and
shares underlying ADRs of SK Telecom
owned by TEI Fund plc.
Item 5(c). Exhibit 1 contains information
as to all transactions during the past
60 days.
August 5, 1999.
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.
TIGER MANAGEMENT L.L.C.
/s/ Nolan Altman, Chief Financial
Officer
Exhibit 1
Includes ordinary shares
and shares underlying the ADRs purchased
and sold. ADRs have been converted to
ordinary shares and share prices are
given in won.
B/S Date Price Per Share(Won) No. of Shares
B 7/01/99 1,733,466.92 25,532
S 7/02/99 1,855,317.64 1,667
B 7/02/99 1,611,207.45 19,940
S 7/02/99 1,602,836.22 6,640
S 7/05/99 1,578,354.88 6,000
S 7/06/99 1,560,079.75 3,720
B 7/07/99 1,572,747.65 13,418
S 7/0799 1,562,207.25 5,130
S 7/13/99 1,469,029.80 5,000
B 7/14/99 1,434,027.17 13,856
S 7/14/99 1,425,603.93 5,000
S 7/14/99 1,671,244.77 116
B 7/31/99 955,621.00 47,103*
B 7/31/99 957,000.00 95,549*
*Shares received upon exercise of rights.
Julian H. Robertson, Jr.
Chairman and Chief Executive Officer
Tiger Management L.L.C.
August 4, 1999
To our Fellow Shareholders:
Re: Special Shareholders' Meeting of
SK Telecom
A special meeting of shareholders of
SK Telecom is currently scheduled to
be held in Seoul on Friday, August 27,
1999.
Several issues that can significantly
impact the future performance of the
Company will be on the agenda. Because
time is short and your vote is critical,
we are contacting you now to alert and
inform you about these issues.
The Background
In June, SK Telecom announced a rights
offering amounting to a 25% increase
in the Company's capital stock. This
action was taken over the collective
objection of the four outside directors
of SK Telecom, one of whom represents
Korea Telecom, and the Company's
independent auditor. (The latter is
not an accounting firm but an appointee
under Korean corporate law whose function
is to assure compliance with various
governance matters.) Among the reasons
cited by the directors and auditor for
objecting to the rights issue were:
(1) the failure by SK Telecom's management
(2) to articulate clear strategic
imperatives or operating plans for use
of the proceeds; (2) the lack of
appropriate prior notice and an
inadequate opportunity to deliberate
a matter of such substantial importance;
and (3) a concern that the rights
offering principally was influenced by
issues and concerns peculiar to the SK
Group, the controlling chaebol.
The other seven directors (there is one
vacancy on the Board) who voted to approve
the issue all are insiders nominated
by and reporting to the SK Group.
In fact, a representative of the SK Group
even boasted to the SK Telecom Board that
the rights offering would enable SK Group
to achieve compliance with new government
mandated limits on debt-to-equity ratios -
a matter which had no bearing on SK
Telecom's standing.
After learning of these matters and concerned
about the impact of the offering on SK
Telecom's market price, Tiger Management
implored SK Telecom to reconsider
the proposed offering. When these
entreaties failed, Tiger Management
initiated a legal action in Korea seeking
injunctive relief to enjoin the rights
offering. This was our attempt to support
the actions of the independent directors and
auditor. Regrettably, the Korean court denied
the plea for an injunction, citing SK
Telecom's compliance in obtaining the
requisite corporate approval from a
majority of its Board. As we understand
the decision, in contrast with American
law, a director's conflict of interest
does not impair his or her ability to
approve a transaction, or give rise to a
special obligation to substantiate the
fairness of the matter.
The Agenda Items
We expect that three items will
be included on the agenda of the Special
Shareholders' Meeting: (I) An election
to fill the current vacancy on the Board
of Directors; (II) A proposal to remove
the Chairman of the SK Group from the
Board of SK Telecom; and (III) A proposal
to mandate a 50 to 1 stock split.
Here are our views on these proposals:
I Election to Fill the Vacancy on the
Board of Directors.
The Peoples' Solidarity for
Participatory Democracy, a prominent
Korean shareholder rights group led by
Professor Ha-Sung Jang, has proposed
that the current vacancy on the SK Telecom
Board of Directors be filled by the
appointment of an additional independent
director. We understand that group will
nominate Professor Sang Yong Park, a
respected member of the faculty in the
Department of Business Administration,
College of Business and Economics, at
Yonsei University in Seoul. Among his
many accomplishments, Professor Park
currently serves as a Commissioner of
Korea's Financial Supervisory Committee.
This election would raise the number of
independent directors to four, out of a
total of twelve directors. We heartily
support the addition of another independent
director as a step towards enhanced
accountability and shareholder-oriented
governance and intend to support this
nominee at the Special Meeting.
II Proposal to Remove the Chairman of
SK Group From the Board of Directors.
The independent auditor appointed by
SK Telecom was so disturbed by the
passage of the rights offering and the
way in which it was handled, that he
has called for the removal of the
Chairman of the Board of SK Telecom,
who is also the Chairman of the SK Group.
Management proceeded with the rights
offering even after encountering
concerns and objections from
unaffiliated directors and shareholders.
While the removal of the Chairman would
be largely symbolic and would not change
the SK Group's control of the Company,
we believe it sends an important message
that management must observe the protocols
of internationally recognized standards
of corporate governance. We therefore
intend to support the proposal that
Mr. Son Gil-Seung be removed from the
Board of Directors of SK Telecom and
urge you to do likewise.
III Proposal to Implement a 50:1
Stock Split.
At the past two Annual Shareholders'
Meetings of SK Telecom, SK Telecom
management has said that it supported
a share split and promised to take actions
necessary for it to occur. Nonetheless,
management has failed to call a Special
Shareholders' meeting for this purpose or
to place a share split on the agenda at
the Annual Meeting. We believe that a share
split is in the best interest of shareholders
and that it has been delayed too long.
SK Telecom shares currently carry the
highest per share prices in Korea.
At a price of 1,330,000 Won per share
as of July 26, 1999, SK Telecom shares
are over one hundred times the price
per share of the average Korean publicly
traded company. This discourages many
Korean investors from purchasing the
stock. In fact, Korean individuals own
proportionately less of SK Telecom
(approximately 3% as of December 31, 1998)
than of other publicly traded Korean
companies (which average 20% ownership
by Korean individuals). Moreover,
recent stock splits by other Korean
companies have demonstrated that the
increased liquidity resulting from a
stock split will have a marked,
favorable impact on the
Company's stock price.
For these reasons, we have proposed a
50 to 1 stock split to be voted on at
the Special Shareholders' Meeting.
A stock split cannot be implemented
by SK Telecom's Board of Directors -
it requires affirmative shareholder
action. We urge you to support the 50
to 1 stock split at the Special
Shareholders' Meeting.
A Final Word
SK Telecom's domestic wireless
telecommunication business is strong,
and the shares remain significantly
undervalued. In our view, one of the
strong contributors to the market's
undervaluation has been the perception
that management has sometimes operated
the Company for the benefit of a
single shareholder rather than all
the shareholders. We are investors -
we do not want to control or participate
in the day-to-day management of SK Telecom.
We do, however, feel strongly that the
Company should be run for the benefit
of all of its shareholders. That means
supporting an enhanced independent role
in the corporate governance process.
Doing so would improve SK Telecom's
market price.
As you may be aware, exercising voting
rights with respect to shares in Korean
companies can be cumbersome, whether they
are OTC shares or shares underlying ADRs.
Procedural requirements generally restrict
us from soliciting proxies until shortly
before the Shareholders' Meeting. This
means that you may receive the Agenda
for the Shareholders' Meeting and a proxy
solicitation only a few days before the
meeting and may have to act very quickly
in order to vote your shares.
We urge you to begin your due diligence
process now on these issues so that
you will be prepared to cast your vote or
give your proxy in short order
towards the end of August. For the reasons
I have stated, it is important
that all shareholders make their voices
heard by having their votes count.
Very truly yours,
Julian H. Robertson, Jr.
