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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.)*
Amkor Technology, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
031652100
(CUSIP Number)
Merrill R. Steiner, Esq.
Stradley Ronon Stevens & Young LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103
(215) 564-8039
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 14, 2005
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall 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 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. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
The Group is comprised of the following persons:
1. James J. Kim
2. Agnes C. Kim
3. David D. Kim, as Trustee
4. John T. Kim, as Trustee
5. Susan Y. Kim, as Trustee
6. David D. Kim Trust of 12/31/87
7. John T. Kim Trust of 12/31/87
8. Susan Y. Kim Trust of 12/31/87
9. Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Panichello
10. Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline
Panichello
11. Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan Panichello
12. Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello -
10/3/94
13. Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello -
12/24/92
14. Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello Trust
of 10/15/01
15. Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim Trust of
10/15/01
16. Irrevocable Deed of Trust of James J. Kim, Settlor for Jason Lee Kim -
11/17/03
17. John T. Kim Trust dated 10/27/04 for the benefit of his children
18. Irrevocable Trust of James J. Kim f/b/o Children of David D. Kim dated
11/11/05.
19. The James and Agnes Kim Foundation, Inc.
2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Not applicable; not organized
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power Not applicable
8. Shared Voting Power 73,588,158 shares, or 38.9% of the common stock
outstanding
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 86,939,293 shares, or 46% of the common stock
outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 86,939,293
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 46% of the common stock
outstanding
14. Type of Reporting Person* IN
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
James J. Kim
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power 21,546,670 shares, or 11.4% of the common stock
outstanding
8. Shared Voting Power Not applicable
9. Sole Dispositive Power 26,219,567 shares, or 13.8% of the common stock
outstanding
10. Shared Dispositive Power Not applicable
11. Aggregate Amount Beneficially Owned by Each Reporting Person 26,219,567
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 13.8% of the common
stock outstanding
14. Type of Reporting Person* IN
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Agnes C. Kim
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power 8,319,939 shares, or 4.4% of the common stock outstanding
8. Shared Voting Power Not applicable
9. Sole Dispositive Power 8,319,939 shares, or 4.4% of the common stock
outstanding
10. Shared Dispositive Power Not applicable
11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,319,939
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 4.4% of the common stock
outstanding
14. Type of Reporting Person* IN
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David D. Kim, as Trustee
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Person With
7. Sole Voting Power 14,457,344 shares, or 7.6% of the common stock
outstanding
8. Shared Voting Power Not applicable
9. Sole Dispositive Power 14,457,344 shares, or 7.6% of the common stock
outstanding
10. Shared Dispositive Power 1,335,113 shares, or .7% of the common stock
outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 15,792,457
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 8.3% of the common stock
outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
John T. Kim, as Trustee
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power 13,957,344 shares, or 7.4% of the common stock
outstanding
8. Shared Voting Power 8,750,000 shares, or 4.6% of the common stock
outstanding
9. Sole Dispositive Power 13,957,344 shares, or 7.4% of the common stock
outstanding
10. Shared Dispositive Power 16,760,678 shares, or 8.9% of the common stock
outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 30,718,022
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 16.2% of the common
stock outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Susan Y. Kim, as Trustee
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power 6,257,344 shares, or 3.3% of the common stock outstanding
8. Shared Voting Power 8,750,00 shares, or 4.6% of the common stock
outstanding
9. Sole Dispositive Power 6,257,344 shares, or 3.3% of the common stock
outstanding
10. Shared Dispositive Power 15,425,565 shares, or 8.1% of the common stock
outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 21,682,909
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 11.5% of the common
stock outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David D. Kim Trust of 12/31/87
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power 14,457,344 shares, or 7.6% of the common stock
outstanding
8. Shared Voting Power Not Applicable
9. Sole Dispositive Power 14,457,344 shares, or 7.6% of the common stock
outstanding
10. Shared Dispositive Power Not Applicable
11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,457,344
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 7.6% of the common stock
outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
John T. Kim Trust of 12/31/87
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power 13,957,344 shares, or 7.4% of the common stock
outstanding
8. Shared Voting Power Not Applicable
9. Sole Dispositive Power 13,957,344 shares, or 7.4% of the common stock
outstanding
10. Shared Dispositive Power Not Applicable
11. Aggregate Amount Beneficially Owned by Each Reporting Person 13,957,344
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 7.4% of the common stock
outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Susan Y. Kim Trust of 12/31/87
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power 6,257,344 shares, or 3.3% of the common stock outstanding
8. Shared Voting Power Not Applicable
9. Sole Dispositive Power 6,257,344 shares, or 3.3% of the common stock
outstanding
10. Shared Dispositive Power Not Applicable
11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,257,344
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 3.3% of the common stock
outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Panichello
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power Not applicable
8. Shared Voting Power 2,733,334 shares, or 1.4% of the common stock
outstanding
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 2,733,334 shares, or 1.4% of the common stock
outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,733,334
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 1.4% of the common stock
outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline Panichello
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power Not applicable
8. Shared Voting Power 2,733,333 shares, or 1.4% of the common stock
outstanding
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 2,733,333 shares, or 1.4% of the common stock
outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,733,333
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 1.4% of the common stock
outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan Panichello
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power Not applicable
8. Shared Voting Power 2,733,333 shares, or 1.4% of the common stock
outstanding
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 2,733,333 shares, or 1.4% of the common stock
outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,733,333
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) 1.4% of the common stock
outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello -
01/3/94
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power Not applicable
8. Shared Voting Power Not applicable
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 1,345,113 shares, or .7% of the common stock
outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,345,113
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) .7% of the common stock
outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello -
12/24/92
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power Not applicable
8. Shared Voting Power Not applicable
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 1,345,113 shares, or .7% of the common stock
outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,345,113
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) .7% of the common stock
outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello Trust
of 10/15/01
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power Not applicable
8. Shared Voting Power Not applicable
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 1,345,113 shares, or .7% of the common stock
outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,345,113
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) .7% of the common stock
outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim Trust
of 10/15/01
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power Not applicable
8. Shared Voting Power Not applicable
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 1,345,113 shares, or .7% of the common stock
outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,345,113
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) .7% of the common stock
outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Irrevocable Deed of Trust of James J. Kim, Settlor for Jason Lee Kim-
11/17/03
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power Not applicable
8. Shared Voting Power Not applicable
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 1,345,113 shares, or .7% of the common stock
outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,345,113
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) .7% of the common stock
outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
John T. Kim Trust dated 10/27/04 for the benefit of his children
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power Not applicable
8. Shared Voting Power 500,000 shares, or .3% of the common stock outstanding
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 500,000 shares, or .3% of the common stock
outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 shares
of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) .3% of the common stock
outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Irrevocable Trust of James J. Kim f/b/o Children of David D. Kim dated
11/11/05
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Organized in the Commonwealth of Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power Not applicable
8. Shared Voting Power Not applicable
9. Sole Dispositive Power Not applicable
10. Shared Dispositive Power 1,345,113 shares, or .7% of the common stock
outstanding
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,345,113
shares of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) .7% of the common stock
outstanding
14. Type of Reporting Person* 00
CUSIP No. 031652100 13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
The James and Agnes Kim Foundation, Inc.
2. Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ]
3. SEC Use Only
4. Source of Funds*
Not applicable
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Pennsylvania Non-Profit Corporation
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power 289,520 shares, or .2% of the common stock outstanding
8. Shared Voting Power Not applicable
9. Sole Dispositive Power 957,077 shares, or .5% of the common stock
outstanding
10. Shared Dispositive Power Not applicable
11. Aggregate Amount Beneficially Owned by Each Reporting Person 957,077 shares
of common stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11) .5% of the common stock
outstanding
14. Type of Reporting Person* CO
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to the shares
of common stock, par value $0.001 per share ("Common Stock"), of Amkor
Technology, Inc., a Delaware corporation (the "Company"), with its principal
place of business at 1900 South Price Road, Chandler, Arizona 85248.
Item 2. Identity and Background.
(a) The following persons and the Group composed of the
following persons:
o James J. Kim
o Agnes C. Kim
o David D. Kim, as Trustee
o John T. Kim, as Trustee
o Susan Y. Kim, as Trustee
o David D. Kim Trust of 12/31/87
o John T. Kim Trust of 12/31/87
o Susan Y. Kim Trust of 12/31/87
o Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Panichello
o Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline
Panichello
o Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan Panichello
o Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello -
10/3/94
o Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello -
12/24/92
o Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello Trust
of 10/15/01
o Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim Trust of
10/15/01
o Irrevocable Deed of Trust of James J. Kim, Settlor for Jason Lee Kim -
11/17/03
o John T. Kim Trust dated 10/27/04 for the benefit of his children
o Irrevocable Trust of James J. Kim f/b/o Children of David D. Kim dated
11/11/05
o The James and Agnes Kim Foundation, Inc.
(b) The principal business address for the natural persons listed above,
who are all members of the Kim family (the "Kim Family"), the trusts for the
members of the Kim Family listed above (the "Kim Trusts"), and The James and
Agnes Kim Foundation, Inc. is 1345 Enterprise Drive, West Chester, Pennsylvania,
19380.
(c) Attached as Schedule I hereto and incorporated herein by reference is a
list containing (a) the present principal occupation or employment and (b) the
name, principal business, and address of any corporation or other organization
in which such employment is conducted, of each member of the Kim Family. The
principal business of the Kim Trusts is purchasing, holding, and selling
securities and other assets for investment purposes. The principal business of
The James and Agnes Foundation, Inc., which is a charitable non-profit
organization, is to receive contributions from donors which are invested and a
portion of the investments is distributed to charitable organizations.
(d) None of the Reporting Persons has during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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 state
securities laws or finding any violation with respect to such laws.
(e) To the knowledge of the Reporting Persons, during the last five years,
none of the reporting persons have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or 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.
(f) For each Reporting Person, the response to Row 6 on the cover page,
indicating the citizenship or place of organization of such person, is
incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares being reported on this Schedule 13D were previously reported on a
Schedule 13G except shares that would be received on conversion of the notes
described below, by the following (the "Investors"):
o James J. Kim - $35,000,000 6 1/4% Convertible Subordinated Notes
convertible into 4,672,897 shares
o Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello -
10/3/94 - $10,000,000 6 1/4% Convertible Subordinated Notes convertible
into 1,335,113 shares
o Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello -
12/24/92 - $10,000,000 6 1/4% Convertible Subordinated Notes convertible
into 1,335,113 shares
o Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello Trust
of 10/15/01 - $10,000,000 6 1/4% Convertible Subordinated Notes convertible
into 1,335,113 shares
o Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim Trust of
10/15/01 - $10,000,000 6 1/4% Convertible Subordinated Notes convertible
into 1,335,113 shares
o Irrevocable Deed of Trust of James J. Kim, Settlor for Jason Lee Kim -
11/17/03 - $10,000,000 6 1/4% Convertible Subordinated Notes convertible
into 1,335,113 shares
o Irrevocable Trust of James J. Kim f/b/o Children of David D. Kim dated
11/11/05 - $10,000,000 6 1/4% Convertible Subordinated Notes convertible
into 1,335,113 shares
o The James and Agnes Kim Foundation, Inc. - $5,000,000 6 1/4% Convertible
Subordinated Notes convertible into 667,557 shares
The 6 1/4% Convertible Subordinated Notes will bear an interest rate of 6.25%
per year, payable semi-annually in arrears commencing on June 1, 2006, and will
be convertible into Amkor's common stock at a conversion price of $7.49 per
share (subject to adjustment as provided in the Indenture and Note), and will be
subordinated to the prior payment in full of all of Amkor's senior and senior
subordinated debt. The 6 1/4% Convertible Subordinated Notes are convertible at
any time, and if not previously converted, will mature on December 1, 2013 when
the outstanding principal is due and payable. James J. Kim has purchased his 6
1/4% Convertible Subordinated Notes with his personal funds. The James and Agnes
Kim Foundation, Inc., purchased its 6 1/4% Convertible Subordinated Notes with
its own funds. Each trust has financed purchase of the notes with funds borrowed
from individual members of the Kim Family. The above notes were acquired in a
closing on November 18, 2005 effected at the offices of Wilson, Sousini,
Goodrich & Rosati, P.C., Palo Alto, California, counsel to Amkor. At the
closing, the indenture was executed by Amkor and the trustee, U.S. Bank National
Association, and the notes were authenticated and delivered to the investors
purchasing the notes. In view of the transactions described in Item 4 below, the
ownership of the notes of Common Stock is no longer being reported on Schedule
13G.
Item 4. Purpose of Transaction.
The 6 1/4% Convertible Subordinated Notes were acquired for investment
purposes.
Item 5. Interest in Securities of the Company.
(a) For each Reporting Person, the response to Row 11 on the cover page,
indicating the aggregate number and percentage of shares of Common Stock
beneficially owned by each Reporting Person, is incorporated herein by
reference. The ownership percentages were calculated based on 189,348,573
outstanding shares of Common Stock, as reported in filings with the Securities
and Exchange Commission, plus the addition of the number of shares that would be
received upon conversion of the notes, as of November 1, 2005. Each Reporting
Person states that the filing of this Schedule 13D shall not be construed as an
admission that such Reporting Person is, for the purposes of Section 13(d) or
13(g) of the Securities Act of 1933, as amended, the beneficial owner of the
shares of Common Stock reported as beneficially owned by the other Reporting
Persons in this Schedule 13D.
(b) For each Reporting Person, the response to Row 7 on the cover page,
indicating the number of shares as to which such person has the sole power to
vote or to direct the vote, is incorporated herein by reference.
For each Reporting Person, the response to Row 8 on the cover page,
indicating the aggregate number of shares as to which such person has shared
power to vote or to direct the vote, is incorporated herein by reference.
For each Reporting Person, the response to Row 9 on the cover page,
indicating the number of shares as to which such person has the sole power to
dispose or to direct the disposition, is incorporated herein by reference.
For each Reporting Person, the response to Row 10 on the cover page,
indicating the number of shares as to which such person has the shared power to
vote or to direct the vote, is incorporated herein by reference.
(c) See items 3 and 4 above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Company.
Each individual listed in this filing is a member of the James J. Kim
family and each member may vote the shares of common stock of the issuer held by
them, in their discretion, in concert with the family. The trust agreement, for
certain of the trusts listed in this filing, authorizes the trustees of the
trust to vote the shares of common stock of the issuer held by them, in their
discretion, in concert with members of the Kim Family. James J. Kim and Agnes C.
Kim are the parents of Susan Y. Kim, David D. Kim and John T. Kim and Susan Y.
Kim is the parent of Alexandra Panichello, Jacqueline Panichello and Dylan
Panichello. John T. Kim is the parent of Allyson Kim and Jason Lee Kim. All of
the directors and officers of The James and Agnes Kim Foundation, Inc. (the "Kim
Foundation") are members of the Kim Family. Accordingly, if the Kim Foundation
were to acquire shares in the future as a result of exercising the conversion
right, it might be expected to vote those shares of common stock of the issuer
in concert with the James J. Kim Family.
In connection with the acquisition of the 6 1/4% Convertible Subordinated
Notes described in Item 3 above, the Investors (James J. Kim, The James and
Agnes Kim Foundation, Inc. and six trusts for the benefit of Mr. Kim's
grandchildren described above) entered into a Voting Agreement (the "Voting
Agreement") with Amkor as of November 18, 2005. Pursuant to the Voting
Agreement, the Investors agreed to (i) vote all shares of common stock of Amkor
issued upon conversion of the 61/4% Convertible Subordinated Notes (the
"Converted Shares") in accordance with the Voting Agreement, and (ii) vote all
Converted Shares in the same proportion to all other outstanding voting
securities of Amkor (excluding any and all voting securities beneficially owned,
directly or indirectly, by the Investors) that are actually voted on a proposal
submitted to Amkor's stockholders for approval (a "Neutral Manner"); provided,
however, that should the Investors, in the aggregate, beneficially own
securities of Amkor (other than the Converted Shares) representing less than
41.6% of the then-outstanding voting power of Amkor, then the Converted Shares
equal to the difference of (i) (x) the number of shares of Common Stock entitled
to vote as of the record date set for any matter submitted for a vote of
stockholders of Amkor multiplied by (y) .416, less (ii) the total number of
shares of Common Stock beneficially owned by the Investors in the aggregate on
the record date set for such stockholder vote other than the Converted Shares,
would not have to be voted in a Neutral Manner in accordance with the terms and
conditions of the Voting Agreement. The Voting Agreement shall terminate upon
the earliest of (i) December 1, 2013, (ii) such time as no principal amount of
the 61/4% Convertible Subordinated Notes or any Converted Shares remain
outstanding, (iii) a change of control of Amkor (as defined in the Voting
Agreement), or (iv) the mutual agreement of the Investors and Amkor.
Item 7. Material Filed as Exhibits.
Exhibit A - Agreement regarding joint filing.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 28, 2005
/s/ James J. Kim*
_____________________________ November 28, 2005
James J. Kim
/s/ Agnes C. Kim*
_____________________________ November 28, 2005
Agnes C. Kim
/s/ David D. Kim*
_____________________________ November 28, 2005
David D. Kim, as Trustee
/s/ John T. Kim*
_____________________________ November 28, 2005
John T. Kim, as Trustee
/s/ Susan Y. Kim*
_____________________________ November 28, 2005
Susan Y. Kim, as Trustee
David D. Kim Trust of 12/31/87
By: /s/ David D. Kim*
______________________ November 28, 2005
David D. Kim, as Trustee
John T. Kim Trust of 12/31/87
By: /s/ John T. Kim*
______________________ November 28, 2005
John T. Kim, as Trustee
Susan Y. Kim Trust of 12/31/87
By: /s/ Susan Y. Kim*
______________________ November 28, 2005
Susan Y. Kim, as Trustee
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Panichello
By: /s/ Susan Y. Kim*
______________________ November 28, 2005
Susan Y. Kim, as Trustee
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline Panichello
By: /s/ Susan Y. Kim*
______________________ November 28, 2005
Susan Y. Kim, as Trustee
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan Panichello
By: /s/ Susan Y. Kim*
______________________ November 28, 2005
Susan Y. Kim, as Trustee
Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello -
10/3/94
By: /s/ Susan Y. Kim*
______________________ November 28, 2005
Susan Y. Kim, as Trustee
Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello -
12/24/92
By: /s/ Susan Y. Kim*
______________________ November 28, 2005
Susan Y. Kim, as Trustee
Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello Trust of
10/15/01
By: /s/ Susan Y. Kim*
______________________ November 28, 2005
Susan Y. Kim, as Trustee
Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim Trust of 10/15/01
By: /s/ John T. Kim*
______________________ November 28, 2005
John T. Kim, as Trustee
Irrevocable Deed of Trust of James J. Kim, Settlor for Jason Lee Kim - 11/17/03
By: /s/ John T. Kim*
______________________ November 28, 2005
John T. Kim, as Trustee
John T. Kim Trust dated 10/27/04 for the benefit of his children
By: /s/ John T. Kim*
______________________ November 28, 2005
John T. Kim, as Trustee
Irrevocable Trust of James J. Kim f/b/o Children of David D. Kim dated 11/11/05
By: /s/ David D. Kim*
______________________ November 28, 2005
David D. Kim, as Trustee
The James and Agnes Kim Foundation, Inc.
By: /s/ Susan Y. Kim
______________________ November 28, 2005
Susan Y. Kim, as Secretary
/s/Memma S. Kilgannon November 28, 2005
*Memma S. Kilgannon, as attorney in fact
for each reporting person indicated, pursuant to
powers-of attorney previously filed with the
Securities and Exchange Commission
Schedule I
ITEM 2. (a) Name of Person Filing
James J. Kim
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Citizenship: United States Citizen
(d) Title of Class of Securities
Common Stock, par value, $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
Agnes C. Kim
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Citizenship: United States Citizen
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
David D. Kim, as Trustee
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Citizenship: United States Citizen
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
Susan Y. Kim, as Trustee
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Citizenship: United States Citizen
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
John T. Kim, as Trustee
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Citizenship: United States Citizen
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
David D. Kim Trust of 12/31/87
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
John T. Kim Trust of 12/31/87
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
Susan Y. Kim Trust of 12/31/87
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
Trust of Susan Y. Kim dated 4/16/98 for the benefit
of Alexandra Panichello
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
Trust of Susan Y. Kim dated 4/16/98 for the benefit
of Jacqueline Panichello
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
Trust of Susan Y. Kim dated 4/16/98 for the benefit
of Dylan Panichello
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
Irrevocable Deed of Trust of James J. Kim for
Jacqueline Mary Panichello - 10/3/94
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
Irrevocable Deed of Trust of James J. Kim for
Alexandra Kim Panichello - 12/24/92
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
Irrevocable Deed of Trust of James J. Kim for Dylan
James Panichello - 10/15/01
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
Irrevocable Deed of Trust of James J. Kim for
Allyson Lee Kim - 10/15/01
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
Irrevocable Deed of Trust of James J. Kim for Jason
Lee Kim - 11/17/03
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
John T. Kim Trust dated 10/27/04 for the benefit
of his children
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
Irrevocable Trust of James J. Kim f/b/o Children of
David D. Kim dated 11/11/05
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
ITEM 2. (a) Name of Person Filing
The James and Agnes Kim Foundation, Inc.
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive, West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number: 031652100
EXHIBIT A
This Agreement made by the undersigned persons certifies that each undersigned
person agrees that the statement on Schedule 13D to which this Exhibit A is
attached is filed on behalf of each of them and the Group. The "Group" (as
defined in Rule 13d-5(b)) may be deemed to be composed of the following persons:
o James J. Kim
o Agnes C. Kim
o David D. Kim, as Trustee
o John T. Kim, as Trustee
o Susan Y. Kim, as Trustee
o David D. Kim Trust of 12/31/87
o John T. Kim Trust of 12/31/87
o Susan Y. Kim Trust of 12/31/87
o Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Panichello
o Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline
Panichello
o Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan Panichello
o Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello -
10/3/94
o Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello -
12/24/92
o Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello Trust
of 10/15/01
o Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim Trust of
10/15/01
o Irrevocable Deed of Trust of James J. Kim, Settlor for Jason Lee Kim -
11/17/03
o John T. Kim Trust dated 10/27/04 for the benefit of his children
o Irrevocable Trust of James J. Kim f/b/o Children of David D. Kim dated
11/11/05
o The James and Agnes Kim Foundation, Inc.
Each undersigned further agrees the information as it pertains to each
undersigned is accurate and complete and that each undersigned has no knowledge
or reason to believe that information as it relates to the other persons making
this filing is inaccurate.
/s/ James J. Kim*
_____________________________ November 28, 2005
James J. Kim
/s/ Agnes C. Kim*
_____________________________ November 28, 2005
Agnes C. Kim
/s/ David D. Kim*
_____________________________ November 28, 2005
David D. Kim, as Trustee
/s/ John T. Kim*
_____________________________ November 28, 2005
John T. Kim, as Trustee
/s/ Susan Y. Kim*
_____________________________ November 28, 2005
Susan Y. Kim, as Trustee
David D. Kim Trust of 12/31/87
By: /s/ David D. Kim*
______________________ November 28, 2005
David D. Kim, as Trustee
John T. Kim Trust of 12/31/87
By: /s/ John T. Kim*
______________________ November 28, 2005
John T. Kim, as Trustee
Susan Y. Kim Trust of 12/31/87
By: /s/ Susan Y. Kim*
______________________ November 28, 2005
Susan Y. Kim, as Trustee
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Panichello
By: /s/ Susan Y. Kim*
______________________ November 28, 2005
Susan Y. Kim, as Trustee
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline Panichello
By: /s/ Susan Y. Kim*
______________________ November 28, 2005
Susan Y. Kim, as Trustee
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan Panichello
By: /s/ Susan Y. Kim*
______________________ November 28, 2005
Susan Y. Kim, as Trustee
Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello -
10/3/94
By: /s/ Susan Y. Kim*
______________________ November 28, 2005
Susan Y. Kim, as Trustee
Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello -
12/24/92
By: /s/ Susan Y. Kim*
______________________ November 28, 2005
Susan Y. Kim, as Trustee
Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello Trust of
10/15/01
By: /s/ Susan Y. Kim*
______________________ November 28, 2005
Susan Y. Kim, as Trustee
Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim Trust of 10/15/01
By: /s/ John T. Kim*
______________________ November 28, 2005
John T. Kim, as Trustee
Irrevocable Deed of Trust of James J. Kim, Settlor for Jason Lee Kim - 11/17/03
By: /s/ John T. Kim*
______________________ November 28, 2005
John T. Kim, as Trustee
John T. Kim Trust dated 10/27/04 for the benefit of his children
By: /s/ John T. Kim*
______________________ November 28, 2005
John T. Kim, as Trustee
Irrevocable Trust of James J. Kim f/b/o Children of David D. Kim dated 11/11/05
By: /s/ David D. Kim*
______________________ November 28, 2005
David D. Kim, as Trustee
The James and Agnes Kim Foundation, Inc.
By: /s/ Susan Y. Kim
______________________ November 28, 2005
Susan Y. Kim, as Secretary
/s/Memma S. Kilgannon November 28, 2005
*Memma S. Kilgannon, as attorney in fact
for each reporting person indicated, pursuant to
powers-of attorney previously filed with the
Securities and Exchange Commission