Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 28, 2006
AMKOR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 000-29472 | 23-1722724 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1900 SOUTH PRICE ROAD
CHANDLER, AZ 85248
CHANDLER, AZ 85248
(Address of Principal Executive Offices, including Zip Code)
(480) 821-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
| Item 7.01 Regulation FD Disclosures. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EX-99.1 | ||||||||
| EX-99.2 | ||||||||
| EX-99.3 | ||||||||
Table of Contents
Item 7.01 Regulation FD Disclosures.
As previously disclosed, on September 14, 2006, Amkor Technology, Inc. (the “Company”)
announced that it was soliciting consents from the holders of its following series of notes: (i)
$400.0 million aggregate outstanding principal amount of 9.25% Senior Notes due 2016 (CUSIP No.
031652AW0), (ii) $250.0 million aggregate outstanding principal amount of 7 1/8% Senior Notes due
2011 (CUSIP No. 031652AT7), (iii) $425.0 million aggregate outstanding principal amount of 7.75%
Senior Notes due 2013 (CUSIP No. 031652AQ3), (iv) approximately $88.2 million aggregate outstanding
principal amount of 9.25% Senior Notes due 2008 (CUSIP No. 031652AM2), (v) approximately $21.9
million aggregate outstanding principal amount of 10.5% Senior Subordinated Notes due 2009 (CUSIP
No. 031652AE0), (vi) approximately $142.4 million aggregate outstanding principal amount of 5%
Convertible Subordinated Notes due 2007 (CUSIP No. 031652AH3), and (vii) $190.0 million aggregate
outstanding principal amount of 2.50% Convertible Senior Subordinated Notes due 2011 (CUSIP No.
031652AX8).
In each case, the Company is seeking consents for a waiver of certain defaults and events of
default, and the consequences thereof, that may have occurred or may occur under the indenture
governing each series of notes (the “Indentures”) from the failure by the Company to file with the
Securities and Exchange Commission and deliver to the trustee and the holders of such series of
notes any reports or other information, including its quarterly report on Form 10-Q for the quarter
ended June 30, 2006, and the waiver of the application of certain provisions of the Indentures.
On September 28, 2006, Amkor announced, in the press release attached hereto as Exhibit 99.1,
that it is amending the terms of the consent solicitation, including to extend the expiration date
for the consent solicitation for each series of notes and increase certain of the consent fees
offered in connection with the consent solicitation for each series of notes. The supplements to
the consent solicitation statements delivered to the applicable holders of each series of the notes
are furnished herewith as exhibits.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished herewith:
| 99.1 | Press release dated September 28, 2006 regarding Amendment to the Company’s Consent Solicitation |
|||
| 99.2 | Supplement dated September 28, 2006 to Consent Solicitation Statement dated September 14, 2006
related to the Company’s 9.25% Senior Notes due 2016, 7 1/8% Senior Notes due 2011, 7.75% Senior
Notes due 2013, 9.25% Senior Notes due 2008 and 10.5% Senior Subordinated Notes due 2009 |
|||
| 99.3 | Supplement dated September 28, 2006 to Consent Solicitation Statement dated September 14, 2006
related to the Company’s 5% Convertible Subordinated Notes due 2007 and 2.50% Convertible
Senior Subordinated Notes due 2011 |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 28, 2006 | Amkor Technology, Inc. |
|||
| /s/ Kenneth T. Joyce | ||||
| Kenneth T. Joyce | ||||
| Executive Vice President and Chief Financial Officer | ||||
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Exhibit 99.1
AMKOR AMENDS CONSENT SOLICITATION
CHANDLER, Ariz., September 28, 2006 — Amkor Technology, Inc. (NASDAQ: AMKR) previously
announced that it is soliciting consents from the holders of its following series of notes: (i)
$400.0 million aggregate outstanding principal amount of 9.25% Senior Notes due 2016 (CUSIP No.
031652AW0); (ii) $250.0 million aggregate outstanding principal amount of 71/8% Senior Notes due
2011 (CUSIP No. 031652AT7); (iii) $425.0 million aggregate outstanding principal amount of 7.75%
Senior Notes due 2013 (CUSIP No. 031652AQ3); (iv) approximately $88.2 million aggregate outstanding
principal amount of 9.25% Senior Notes due 2008 (CUSIP No. 031652AM2); (v) approximately $21.9
million aggregate outstanding principal amount of 10.5% Senior Subordinated Notes due 2009 (CUSIP
No. 031652AE0); (vi) approximately $142.4 million aggregate outstanding principal amount of 5.0%
Convertible Subordinated Notes due 2007 (CUSIP No. 031652AH3); and (vii) $190.0 million aggregate
outstanding principal amount of 2.50% Convertible Senior Subordinated Notes due 2011 (CUSIP No.
031652AX8). Amkor is seeking consents for a waiver of certain defaults and events of default that
may have occurred or may occur under each series of notes from the failure of Amkor to file with
the Securities and Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2006, and other notices or reports (collectively, the “SEC Reports”), and
the consequences thereof, and the waiver of the application of certain provisions of the indentures
governing each series of notes.
Amkor announced today that it is amending the terms of the consent solicitation, including to
extend the expiration date for the consent solicitation for each series of notes and increase the
“Additional Consent Fee” referred to below. The consent solicitation for each series of notes will
now expire at 5:00 p.m., New York City time, on October 3, 2006, unless extended or earlier
terminated for a particular series of notes. Holders may deliver their consents to the Tabulation
Agent at any time before the expiration date.
For each particular series of notes (whether or not Amkor has filed the SEC Reports required to be
filed by Amkor with the SEC on or prior to the effective date for a particular series of notes), if
consents from holders of a majority in aggregate principal amount of notes of that particular
series (the “Requisite Consents”) are received prior to the expiration date of the consent
solicitation for that particular series of notes and are not revoked prior to the effective date of
the proposed waivers for that particular series of notes, and the proposed waivers become effective
for that particular series of notes, each consenting holder for such series of notes will receive
an initial consent fee in cash equal to that consenting holder’s pro rata share of the dollar
amount set forth in the table below under the caption “Initial Consent Fee” opposite the title of
that particular series of notes. If the proposed waivers have become effective for a particular
series of notes and, in addition, Amkor has not filed the SEC Reports required to be filed by Amkor
with the SEC on or prior to such effective date and the proposed waivers for each other series of
notes have become effective, each consenting holder for that particular series of notes will
receive an additional consent fee in cash equal to that consenting holder’s pro rata share of the
dollar amount set forth in the table below under the caption “Additional Consent Fee” opposite the
title of that particular series of notes. In addition, if Amkor has not filed the SEC Reports
required to be filed by Amkor with the SEC on or prior to December 31, 2006 (March 1, 2007 in the
case of the waiver of any NASDAQ delisting consequences), it may elect to extend the waiver
expiration date to March 31, 2007 (May 30,
2007 in the case of the waiver of any NASDAQ delisting consequences) and pay each consenting holder
an additional consent fee in cash equal to that consenting holder’s pro rata share of the dollar
amount set forth in the table below under the caption “Extension Consent Fee” opposite the title of
that particular series of notes.
| Principal Amount | Initial | Additional | Extension | |||||||||||||
| Title of Securities | Outstanding | Consent Fee | Consent Fee | Consent Fee | ||||||||||||
9.25% Senior Notes due 2016 |
$ | 400,000,000 | $ | 400,000 | $ | 3,600,000 | $ | 1,000,000 | ||||||||
71/8% Senior Notes due 2011 |
250,000,000 | 250,000 | 2,250,000 | 625,000 | ||||||||||||
7.75% Senior Notes due 2013 |
425,000,000 | 425,000 | 3,825,000 | 1,062,500 | ||||||||||||
9.25% Senior Notes due 2008 |
88,206,000 | 88,206 | 352,824 | 220,515 | ||||||||||||
10.5% Senior Subordinated Notes due 2009 |
21,882,000 | 21,882 | 87,528 | 54,705 | ||||||||||||
5% Convertible Subordinated Notes due 2007 |
142,422,000 | 142,422 | 569,688 | 356,055 | ||||||||||||
2.50% Convertible Subordinated Notes due 2011 |
190,000,000 | 190,000 | 1,710,000 | 475,000 | ||||||||||||
The record date for determining the holders who are entitled to consent is August 15, 2006.
The proposed waivers for a particular series of notes shall become effective for a particular
series of notes upon receipt by the applicable trustee of an officers’ certificate from Amkor that
the Requisite Consents have been received (and not revoked) and have been accepted for payment by
Amkor.
Holders of each series of notes are referred to the Company’s Consent Solicitation Statement dated
September 14, 2006 and Supplement to Consent Solicitation Statement dated September 28, 2006 and
the related Letter of Consent for that particular series of notes, which are being mailed to each
holder, for the detailed terms and conditions of the consent solicitation.
The Company has retained Global Bondholder Services Corporation to serve as its Information Agent
and Tabulation Agent for the consent solicitation. Requests for documents should be directed to
Global Bondholder Services at (866) 470-3800 or (212) 430-3774. The Company has also retained
Jefferies & Company, Inc. to serve as Solicitation Agent for the consent solicitation. Questions
concerning the terms of the consent solicitation should be directed to Jefferies & Company, Inc. at
(888) 272-1901 (U.S. Toll-Free) or (917) 421-1901.
This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or
sell, or a solicitation of consents with respect to any securities. The solicitations are being
made solely pursuant to Amkor’s Consent Solicitation Statements dated September 14, 2006 and
Supplements to Consent Solicitation Statements dated September 28, 2006 and the related Letters of
Consent.
About Amkor
Amkor is a leading provider of advanced semiconductor assembly and test services. The company offers semiconductor companies and electronics OEMs a complete set of microelectronic design and manufacturing services. More information on Amkor is available from the company’s SEC filings and on Amkor’s web site: www.amkor.com.
Amkor is a leading provider of advanced semiconductor assembly and test services. The company offers semiconductor companies and electronics OEMs a complete set of microelectronic design and manufacturing services. More information on Amkor is available from the company’s SEC filings and on Amkor’s web site: www.amkor.com.
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Forward-Looking Statement Disclaimer
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. There can be no assurances that forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. Important factors that could cause actual results to differ materially include: the results and findings of the review being conducted by the Special Committee; the impact, if any, of such results or findings on the financial statements of the Company; restatement of the Company’s financial statements; the amount or materiality of any additional compensation expense; the Company’s ability to file required reports with the SEC on a timely basis; the Company’s ability to meet the requirements of the Nasdaq Stock Market for continued listing of the Company’s shares; the expenses related to the Special Committee’s review and restatement of the Company’s financial statements; and risks of litigation and governmental or other regulatory inquiry or proceedings arising out of or related to the Company’s historical stock option practices. Therefore, any forward-looking statements in this press release should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. There can be no assurances that forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. Important factors that could cause actual results to differ materially include: the results and findings of the review being conducted by the Special Committee; the impact, if any, of such results or findings on the financial statements of the Company; restatement of the Company’s financial statements; the amount or materiality of any additional compensation expense; the Company’s ability to file required reports with the SEC on a timely basis; the Company’s ability to meet the requirements of the Nasdaq Stock Market for continued listing of the Company’s shares; the expenses related to the Special Committee’s review and restatement of the Company’s financial statements; and risks of litigation and governmental or other regulatory inquiry or proceedings arising out of or related to the Company’s historical stock option practices. Therefore, any forward-looking statements in this press release should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.
Contact:
Amkor Technology, Inc.
Jeffrey Luth
VP Corporate Communications
480-821-5000, ext. 5130
jluth@amkor.com
Amkor Technology, Inc.
Jeffrey Luth
VP Corporate Communications
480-821-5000, ext. 5130
jluth@amkor.com
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Exhibit 99.2
AMKOR TECHNOLOGY, INC.
SUPPLEMENT TO
CONSENT SOLICITATION STATEMENT DATED SEPTEMBER 14, 2006
CONSENT SOLICITATION STATEMENT DATED SEPTEMBER 14, 2006
Solicitation of Consents Relating to Waivers
under the Indentures Governing the Following Series of Its Notes:
under the Indentures Governing the Following Series of Its Notes:
| Title of Securities | Principal Amount Outstanding | CUSIP Number | ||||||
9.25% Senior Notes due 2016 |
$ | 400,000,000 | 031652AW0 | |||||
71/8% Senior Notes due 2011 |
$ | 250,000,000 | 031652AT7 | |||||
7.75% Senior Notes due 2013 |
$ | 425,000,000 | 031652AQ3 | |||||
9.25% Senior Notes due 2008 |
$ | 88,206,000 | 031652AM2 | |||||
10.5% Senior Subordinated Notes due 2009 |
$ | 21,882,000 | 031652AE0 | |||||
The Consent Solicitation for each series of Notes will expire at 5:00 p.m., New York City time, on
October 3, 2006, unless otherwise extended or earlier terminated for a particular series of Notes
(such time and date, as the same may be extended or earlier terminated for a particular series of
Notes, the “Consent Date” for that particular series of Notes). You will be eligible to receive a
Consent Fee for a particular series of Notes only if you validly deliver a consent prior to the
Consent Date for that particular series of Notes (and do not properly revoke such consent prior to
the date the Proposed Waivers become effective for that particular series of Notes). The Proposed
Waivers for a particular series of Notes will become effective only upon receipt by the applicable
Trustee of an officers’ certificate from Amkor certifying that valid Requisite Consents to the
Proposed Waivers for that particular series of Notes have been received (and not properly revoked)
and have been accepted for payment by Amkor, which effective date could be prior to the Consent
Date for that particular series of Notes.
This Supplement (the “Supplement”) to the Consent Solicitation Statement, dated September
14, 2006 (the “Consent Solicitation Statement”), relating to a solicitation by Amkor Technology,
Inc., a Delaware corporation (“Amkor” or “ we”), of consents of Holders as of the Record Date of
each of the series of Notes listed above, amends and supplements the Consent Solicitation Statement
and the related Letter of Consent dated September 14, 2006 (the “Letter of Consent”) as set forth
below. Capitalized terms used but not defined in this Supplement have the respective meanings
assigned to them in the Consent Solicitation Statement.
This Supplement should be read together with the Consent Solicitation Statement and the
related Letter of Consent. All references to and requirements regarding the Consent Solicitation
Statement and the Letter of Consent contained in any document used by or on behalf of Amkor in
connection with the Consent Solicitation shall be deemed to refer to the Consent Solicitation
Statement and the Letter of Consent, respectively, as amended and supplemented by this Supplement.
Except as set forth herein, all terms and conditions of the Consent Solicitation remain unchanged
and in full force and effect.
Holders who have not yet delivered their consents must still use the Letter of Consent
previously mailed to such Holders to deliver their consents pursuant to the Consent Solicitation.
Holders who have already properly delivered their consents pursuant to the Consent Solicitation
need not take further action. Consents (whether previously or hereafter delivered) may only be
revoked in the manner described in the Consent Solicitation Statement.
SUMMARY OF THE AMENDMENTS
The Consent Solicitation Statement and the related Letter of Consent are being amended and
supplemented, as described in more detail below under “Detailed Description of the Amendments,” to,
among other things:
| • | extend the Consent Date to 5:00 p.m., New York City time, on October 3, 2006; | ||
| • | increase the Additional Consent Fee for each series of Notes as set forth in the table below; and | ||
| • | delete our request for a Proposed Waiver of any Event of Default, and the consequences thereof, that may occur under the Indenture governing that particular series of Notes as a result of the acceleration of any other Indebtedness of Amkor (including, without limitation, any other series of Notes or any series of Convertible Notes) in an aggregate principal amount not to exceed $450,000,000. |
The Solicitation Agent for the Consent Solicitation is:
Jefferies & Company
The date of this Supplement is September 28, 2006
Jefferies & Company
The date of this Supplement is September 28, 2006
DETAILED DESCRIPTION OF THE AMENDMENTS
The Consent Solicitation Statement and the related Letter of Consent are hereby amended and
supplemented as follows:
| • | Extension of Consent Date. We have extended the Consent Date for each series of Notes to 5:00 p.m., New York City time, on October 3, 2006, for each series of Notes, subject to our right to extend or earlier terminate for any particular series of Notes. Each reference to “5:00 p.m., New York City time, on September 29, 2006,” in the Consent Solicitation Statement and the related Letter of Consent is hereby amended to be “5:00 p.m., New York City time, on October 3, 2006.” |
| • | Increase in Additional Consent Fee. We have increased the Additional Consent Fee for each series of Notes as forth below: |
| Additional | ||||
| Title of Securities | Consent Fee | |||
9.25% Senior Notes due 2016 |
$ | 3,600,000 | ||
71/8% Senior Notes due 2011 |
2,250,000 | |||
7.75% Senior Notes due 2013 |
3,825,000 | |||
9.25% Senior Notes due 2008 |
352,824 | |||
10.5% Senior Subordinated Notes due 2009 |
87,528 | |||
| The dollar amounts of the Additional Consent Fee set forth in the table above were determined based on a fee of 90 basis points in the case of each of the 9.25% Notes due 2016, the 71/8% Notes and the 7.75% Notes, and 40 basis points in the case of each of the 9.25% Notes due 2008 and the 10.5% Notes, in each case of the aggregate principal amount of outstanding Notes of that particular series, assuming that all the holders of that particular series of Notes validly deliver prior to the Consent Date for that particular series of Notes (and do not validly revoke prior to the Effective Date for that series of Notes) their consents. If fewer than all the holders of a particular series of Notes so validly deliver (and do not revoke) consents, then the Additional Consent Fee paid per $1,000 principal amount of that particular series of Notes (in each case to the extent that any such Consent Fee is paid) would be proportionately greater. | ||
| Each reference to the “Additional Consent Fee” in the Consent Solicitation Statement and the related Letter of Consent for each particular series of Notes shall hereinafter mean the dollar amount set forth in the table above opposite the title of that series of Notes. Each of the carryover paragraph on pages i-ii of the Consent Solicitation Statement and the first full paragraph on page 13 of the Consent Solicitation Statement is hereby deleted in its entirety and replaced with the following paragraph: |
The dollar amounts of the Initial Consent Fee, the Additional Consent Fee and the
Extension Consent Fee set forth in the table above were determined based on a fee of
the following basis points of the aggregate principal amount of outstanding Notes of
that particular series, assuming that all of the holders of that particular series of
Notes validly deliver prior to the Consent Date for that particular series of Notes
(and do not revoke prior to the Effective Date for that particular series of Notes)
their consents: (i) for the Initial Consent Fee, 10 basis points; (ii) for the
Additional Consent Fee, 90 basis points in the case of each of the 9.25% Notes due
2016, the 71/8% Notes and the 7.75% Notes, and 40 basis points in the case of each of
the 9.25% Notes due 2008 and the 10.5% Notes; and (iii) for the Extension Consent
Fee, 25 basis points. If fewer than all of the holders of a particular series of
Notes so validly deliver (and do not revoke) consents, then the Initial Consent Fee,
Additional Consent Fee and the Extension Consent Fee paid per $1,000 principal amount
of that particular series of Notes (in each case to the extent that any such Consent
Fee is paid) would be proportionately greater. |
| • | Deletion of Cross-Acceleration Waiver. We are no longer seeking a waiver of “any Event of Default, and the consequences thereof, that may occur under the Indenture governing that particular series of Notes as a result of the acceleration of any other Indebtedness of Amkor (including, without limitation, any other series of Notes or any series of Convertible Notes) in an aggregate principal amount not to exceed $450,000,000.” |
2
| For each series of Notes, the only Proposed Waivers we are seeking are waivers to and including the Waiver Expiration Date of each of the following: |
| • | any and all Defaults and Events of Default, and the consequences thereof, that may have occurred or may occur under the Indenture governing that particular series of Notes from the failure by Amkor to file with the SEC prior to the applicable deadline specified in the Exchange Act, and to deliver to the applicable Trustee and the Holders of that particular series of Notes a copy of, any report or other information as it would be required to file with the SEC under Section 13(a) or 15(d) of the Exchange Act (including, without limitation, its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006) and any related notices or reports, including, without limitation, any potential Default or Event of Default that may have occurred or may occur as a result of Amkor’s failure to comply with Section 4.03 or 4.04 of the Indenture; and | ||
| • | the application of Section 4.07 (Restricted Payments) of the Indenture governing that particular series of Notes to the payment of any Consent Fee to Holders of any series of Notes or Convertible Notes that are subordinated to that particular series of Notes. |
| To reflect the foregoing: |
| • | the second bullet point in each of the second full paragraph on the cover page of the Consent Solicitation, the first full paragraph under the heading “What are the Proposed Waivers?” in the Summary Term Sheet on page 1 of the Consent Solicitation Statement, the first full paragraph under the heading “The Proposed Waivers—Proposed Waivers” on page 10 of the Consent Solicitation Statement, and the fourth full paragraph under the heading “Consent to Proposed Waivers” on page 3 of the Letter of Consent, is hereby deleted in its entirety and the word “and” is added at the end of the first bullet point of each such paragraph; and | ||
| • | the first sentence of the second full paragraph under “Certain Considerations—Effect of Proposed Waivers” on page 9 of the Consent Solicitation Statement is hereby deleted in its entirety and replaced with the following sentence: “In addition, if the Proposed Waivers become effective for a particular series of Notes, any and all Defaults and Events of Default, and the consequences thereof, that may have occurred or may occur under the Indenture governing that particular series of Notes from the failure by Amkor to file with the SEC on or prior to the applicable deadline specified in the Exchange Act, and deliver to the applicable Trustee and the Holders of that particular series of Notes a copy of, the SEC Reports, would be cured and waived.” |
| • | Amendment of General Conditions. The paragraphs under the heading “What are the conditions to payment of the Initial Consent Fee?” in the Summary Term Sheet on pages 2-3 of the Consent Solicitation Statement and under the heading “The Consent Solicitation—Conditions to Payment of Consent Fees—General Conditions” on pages 13-14 of the Consent Solicitation Statement are hereby deleted in their entirety and replaced with the following paragraphs: |
With respect to each series of Notes, the obligation of Amkor to pay the Initial
Consent Fee with respect thereto is subject to the satisfaction or waiver of the
following conditions (the “General Conditions”): |
| • | the Proposed Waivers having become effective for that particular series of Notes; | ||
| • | in the case of the 10.5% Notes only: Amkor having obtained all necessary consents and waivers, if any, to the payment of the applicable Consent Fee from (i) the requisite lenders under Amkor’s Loan and Security Agreement dated as of November 28, 2005 and Second Lien Credit Agreement dated as of October 27, 2004, and (ii) the holders of each other series of Notes; and | ||
| • | the absence of any law or regulation, and the absence of any injunction or action or other proceeding (pending or threatened) that (in the case of any action or proceeding if adversely determined) would make unlawful or invalid or enjoin the implementation of the Proposed Waivers or the payment of the applicable Consent Fee or that would question the legality or validity thereof. |
If the General Conditions have been satisfied or waived, the Initial Consent Fee will
be payable whether or not the SEC Reports required to be filed by Amkor with the SEC
on or prior to the Effective Date for that series of Notes have been filed with the
SEC. |
3
| • | Amendment of the tax discussion in the Summary Term Sheet and the section of the Consent Solicitation Statement entitled “Certain United States Federal Income Tax Considerations.” | |
| To indicate Amkor’s U.S. federal income tax reporting position as to the application of the debt modification rules to the Proposed Waivers and the payment of the Consent Fee with respect to the 9.25% Notes due 2008, each of: |
| • | the third paragraph under the heading “Are there United States federal income tax implications if I deliver a consent?” in the Summary Term Sheet on page 5 of the Consent Solicitation Statement, and | ||
| • | the first paragraph of the subsection entitled “Certain United States Federal Income Tax Considerations—Application of the Debt Modification Rules to the 9.25% Notes due 2008” on page 19 of the Consent Solicitation Statement, |
| is hereby deleted in its entirety and replaced with the following paragraph: |
“Although the precise application of the Reissuance Regulations (as defined below) to
the modification of a debt instrument that includes, among other things, the payment
of contingent consent fees, such as in the case of the Consent Solicitation, is not
free from doubt, we intend to treat the adoption of the Proposed Waivers and the
potential payment of the Consent Fees with respect to the 9.25% Notes due 2008 as not
constituting a “significant modification” of the 9.25% Notes due 2008 under the
Reissuance Regulations. U.S. Holders are strongly urged to consult their own tax
advisors regarding whether the Proposed Waivers and the payment of the Consent Fee
constitute a significant modification of the 9.25% Notes due 2008.” |
4
The Information Agent and Tabulation Agent for the Consent Solicitation is:
Global Bondholder Services Corporation
65 Broadway — Suite 723
New York, New York 10006
Attn: Corporate Actions
65 Broadway — Suite 723
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free (866) 470-3800
Toll free (866) 470-3800
By Facsimile:
(For Eligible Institutions Only):
(212) 430-3775
(For Eligible Institutions Only):
(212) 430-3775
Confirmation:
(212) 430-3774
(212) 430-3774
By Mail, Overnight Courier or Hand Delivery:
65 Broadway — Suite 723
New York, New York 10006
65 Broadway — Suite 723
New York, New York 10006
Requests for assistance in completing and delivering the Letter of Consent or requests for
additional copies of this Consent Solicitation Statement, the accompanying Letter of Consent and
other related documents should be directed to the Tabulation Agent.
The Solicitation Agent for the Consent Solicitation is:
Jefferies & Company, Inc.
12th Floor
520 Madison Avenue
New York, New York 10022
520 Madison Avenue
New York, New York 10022
(888) 272-1901 (Call U.S. Toll-Free)
(917) 421-1901
(917) 421-1901
Exhibit 99.3
AMKOR TECHNOLOGY, INC.
SUPPLEMENT TO
CONSENT SOLICITATION STATEMENT DATED SEPTEMBER 14, 2006
CONSENT SOLICITATION STATEMENT DATED SEPTEMBER 14, 2006
Solicitation of Consents Relating to Waivers
under the Indentures Governing the Following Series of Its Notes:
under the Indentures Governing the Following Series of Its Notes:
| Title of Securities | Principal Amount Outstanding | CUSIP Number | ||||||
2.50% Convertible Senior Subordinated
Notes due 2011 |
$ | 190,000,000 | 031652AX8 | |||||
5% Convertible Subordinated Notes due 2007 |
$ | 142,422,000 | 031652AH3 | |||||
The Consent Solicitation for each series of Notes will expire at 5:00 p.m., New York City time, on
October 3, 2006, unless otherwise extended or earlier terminated for a particular series of Notes
(such time and date, as the same may be extended or earlier terminated for a particular series of
Notes, the “Consent Date” for that particular series of Notes). You will be eligible to receive a
Consent Fee for a particular series of Notes only if you validly deliver a consent prior to the
Consent Date for that particular series of Notes (and do not properly revoke such consent prior to
the date the Proposed Waivers become effective for that particular series of Notes). The Proposed
Waivers for a particular series of Notes will become effective only upon receipt by the applicable
Trustee of an officers’ certificate from Amkor certifying that valid Requisite Consents to the
Proposed Waivers for that particular series of Notes have been received (and not properly revoked)
and have been accepted for payment by Amkor, which effective date could be prior to the Consent
Date for that particular series of Notes.
This Supplement (the “Supplement”) to the Consent Solicitation Statement, dated September
14, 2006 (the “Consent Solicitation Statement”), relating to a solicitation by Amkor Technology,
Inc., a Delaware corporation (“Amkor” or “ we”), of consents of Holders as of the Record Date of
each of the series of Notes listed above, amends and supplements the Consent Solicitation Statement
and the related Letter of Consent dated September 14, 2006 (the “Letter of Consent”) as set forth
below. Capitalized terms used but not defined in this Supplement have the respective meanings
assigned to them in the Consent Solicitation Statement.
This Supplement should be read together with the Consent Solicitation Statement and the
related Letter of Consent. All references to and requirements regarding the Consent Solicitation
Statement and the Letter of Consent contained in any document used by or on behalf of Amkor in
connection with the Consent Solicitation shall be deemed to refer to the Consent Solicitation
Statement and the Letter of Consent, respectively, as amended and supplemented by this Supplement.
Except as set forth herein, all terms and conditions of the Consent Solicitation remain unchanged
and in full force and effect.
Holders who have not yet delivered their consents must still use the Letter of Consent
previously mailed to such Holders to deliver their consents pursuant to the Consent Solicitation.
Holders who have already properly delivered their consents pursuant to the Consent Solicitation
need not take further action. Consents (whether previously or hereafter delivered) may only be
revoked in the manner described in the Consent Solicitation Statement.
SUMMARY OF THE AMENDMENTS
The Consent Solicitation Statement and the related Letter of Consent are being amended and
supplemented, as described in more detail below under “Detailed Description of the Amendments,” to,
among other things:
| • | extend the Consent Date to 5:00 p.m., New York City time, on October 3, 2006; | ||
| • | increase the Additional Consent Fee for each series of Notes as set forth in the table below; and | ||
| • | delete our request for a Proposed Waiver of any Event of Default, and the consequences thereof, that may occur under the Indenture governing that particular series of Notes as a result of the acceleration of any other Indebtedness of Amkor (including, without limitation, any other series of Notes or any series of High Yield Notes) in an aggregate principal amount not to exceed $450,000,000. |
The Solicitation Agent for the Consent Solicitation is:
Jefferies & Company
The date of this Supplement is September 28, 2006
Jefferies & Company
The date of this Supplement is September 28, 2006
DETAILED DESCRIPTION OF THE AMENDMENTS
The Consent Solicitation Statement and the related Letter of Consent are hereby amended and
supplemented as follows:
| • | Extension of Consent Date. We have extended the Consent Date for each series of Notes to 5:00 p.m., New York City time, on October 3, 2006, for each series of Notes, subject to our right to extend or earlier terminate for any particular series of Notes. Each reference to “5:00 p.m., New York City time, on September 29, 2006,” in the Consent Solicitation Statement and the related Letter of Consent is hereby amended to be “5:00 p.m., New York City time, on October 3, 2006.” |
| • | Increase in Additional Consent Fee. We have increased the Additional Consent Fee for each series of Notes as forth below: |
| Additional | ||||
| Title of Securities | Consent Fee | |||
2.50% Convertible Senior Subordinated Notes due 2011 |
$ | 1,710,000 | ||
5% Convertible Subordinated Notes due 2007 |
569,688 | |||
| The dollar amounts of the Additional Consent Fee set forth in the table above were determined based on a fee of 90 basis points in the case of the 2.50% Notes and 40 basis points in the case of the 5% Notes, in each case of the aggregate principal amount of outstanding Notes of that particular series, assuming that all the holders of that particular series of Notes validly deliver prior to the Consent Date for that particular series of Notes (and do not validly revoke prior to the Effective Date for that series of Notes) their consents. If fewer than all the holders of a particular series of Notes so validly deliver (and do not revoke) consents, then the Additional Consent Fee paid per $1,000 principal amount of that particular series of Notes (in each case to the extent that any such Consent Fee is paid) would be proportionately greater. | ||
| Each reference to the “Additional Consent Fee” in the Consent Solicitation Statement and the related Letter of Consent for each particular series of Notes shall hereinafter mean the dollar amount set forth in the table above opposite the title of that series of Notes. Each of the carryover paragraph on pages i-ii of the Consent Solicitation Statement and the second full paragraph on page 13 of the Consent Solicitation Statement is hereby deleted in its entirety and replaced with the following paragraph: |
The dollar amounts of the Initial Consent Fee, the Additional Consent Fee and the
Extension Consent Fee set forth in the table above were determined based on a fee of
the following basis points of the aggregate principal amount of outstanding Notes of
that particular series, assuming that all of the holders of that particular series of
Notes validly deliver prior to the Consent Date for that particular series of Notes
(and do not revoke prior to the Effective Date for that particular series of Notes)
their consents: (i) for the Initial Consent Fee, 10 basis points; (ii) for the
Additional Consent Fee, 90 basis points in the case of the 2.50% Notes and 40 basis
points in the case of the 5% Notes; and (iii) for the Extension Consent Fee, 25 basis
points. If fewer than all of the holders of a particular series of Notes so validly
deliver (and do not revoke) consents, then the Initial Consent Fee, Additional
Consent Fee and the Extension Consent Fee paid per $1,000 principal amount of that
particular series of Notes (in each case to the extent that any such Consent Fee is
paid) would be proportionately greater. |
| • | Deletion of Cross-Acceleration Waiver. We are no longer seeking a waiver of “any Event of Default, and the consequences thereof, that may occur under the Indenture governing that particular series of Notes as a result of the acceleration of any other Indebtedness of Amkor (including, without limitation, any other series of Notes or any series of High Yield Notes) in an aggregate principal amount not to exceed $450,000,000.” | |
| For each series of Notes, the only Proposed Waivers we are seeking are waivers to and including the Waiver Expiration Date of each of the following: |
| • | any and all Defaults and Events of Default, and the consequences thereof, that may have occurred or may occur under the Indenture governing that particular series of Notes from the failure by Amkor to file with the SEC prior to the applicable deadline specified in the Exchange Act, and to deliver to the Trustee and the Holders of that particular series of Notes a copy of, any report or other information as it would be required to file with the |
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| SEC under Section 13(a) or 15(d) of the Exchange Act (including, without limitation, its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006) and any related notices or reports, including, without limitation, any potential Default or Event of Default that may have occurred or may occur as a result of Amkor’s failure to comply with Section 4.02 or 4.03 of the Indenture; and | |||
| • | any Termination of Trading and any and all Defaults or Events of Default, and the consequences thereof, that may have occurred or may occur under the Indenture governing that particular series of Notes as a result of Amkor’s common stock ceasing to be either listed for trading on a United States national securities exchange or approved for trading on an established automated over-the-counter trading market in the United States, as a result of Amkor’s failure to comply with Nasdaq’s Marketplace Rule 4310(c)(14). |
To reflect the foregoing:
| • | the second bullet point in each of the second full paragraph on the cover page of the Consent Solicitation, the first full paragraph under the heading “What are the Proposed Waivers?” in the Summary Term Sheet on pages 1-2 of the Consent Solicitation Statement,” the first full paragraph under the heading “The Proposed Waivers—Proposed Waivers” on page 10 of the Consent Solicitation Statement, and the fourth full paragraph under the heading “Consent to Proposed Waivers” on page 3 of the Letter of Consent, is hereby deleted in its entirety and the word “and” is added at the end of the first bullet point of each such paragraph; and | ||
| • | the first sentence of the second full paragraph under “Certain Considerations—Effect of Proposed Waivers” on page 9 of the Consent Solicitation Statement is hereby deleted in its entirety and replaced with the following sentence: “In addition, if the Proposed Waivers become effective for a particular series of Notes, any and all Defaults and Events of Default, and the consequences thereof, that may have occurred or may occur under the Indenture governing that particular series of Notes from the failure by Amkor to file with the SEC on or prior to the applicable deadline specified in the Exchange Act, and deliver to the applicable Trustee and the Holders of that particular series of Notes a copy of, the SEC Reports, would be cured and waived.” |
| • | Amendment of General Conditions. The paragraphs under the heading “What are the conditions to payment of the Initial Consent Fee?” in the Summary Term Sheet on page 3 of the Consent Solicitation Statement and under the heading “The Consent Solicitation—Conditions to Payment of Consent Fees—General Conditions” on pages 13-14 of the Consent Solicitation Statement are hereby deleted in their entirety and replaced with the following paragraphs: |
With respect to each series of Notes, the obligation of Amkor to pay the Initial
Consent Fee with respect thereto is subject to the satisfaction or waiver of the
following conditions (the “General Conditions”): |
| • | the Proposed Waivers having become effective for that particular series of Notes; | ||
| • | Amkor having obtained all necessary consents and waivers, if any, to the payment of the applicable Consent Fee from (i) the requisite lenders under Amkor’s Loan and Security Agreement dated as of November 28, 2005 and Second Lien Credit Agreement dated as of October 27, 2004, and (ii) the holders of each series of High Yield Notes and each other series of Notes, in each case that are senior to that particular series of Notes; and | ||
| • | the absence of any law or regulation, and the absence of any injunction or action or other proceeding (pending or threatened) that (in the case of any action or proceeding if adversely determined) would make unlawful or invalid or enjoin the implementation of the Proposed Waivers or the payment of the applicable Consent Fee or that would question the legality or validity thereof. |
If the General Conditions have been satisfied or waived, the Initial Consent Fee will
be payable whether or not the SEC Reports required to be filed by Amkor with the SEC
on or prior to the Effective Date for that series of Notes have been filed with the
SEC. |
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| • | Amendment of the tax discussion in the Summary Term Sheet and the section of the Consent Solicitation Statement entitled “Certain United States Federal Income Tax Considerations.” | |
| To indicate Amkor’s U.S. federal income tax reporting position as to the application of the debt modification rules to the Proposed Waivers and the payment of the Consent Fee with respect to the 5% Notes, each of: |
| • | the third paragraph under the heading “Are there United States federal income tax implications if I deliver a consent?” in the Summary Term Sheet on page 5 of the Consent Solicitation Statement, and | ||
| • | the first paragraph of the subsection entitled “Certain United States Federal Income Tax Considerations—Application of the Debt Modification Rules to the 5% Notes” on page 19 of the Consent Solicitation Statement, |
is hereby deleted in its entirety and replaced with the following paragraph:
“Although the precise application of the Reissuance Regulations (as defined below) to
the modification of a debt instrument that includes, among other things, the payment
of contingent consent fees, such as in the case of the Consent Solicitation, is not
free from doubt, we intend to treat the adoption of the Proposed Waivers and the
potential payment of the Consent Fees with respect to the 5% Notes as not
constituting a “significant modification” of the 5% Notes under the Reissuance
Regulations. U.S. Holders are strongly urged to consult their own tax advisors
regarding whether the Proposed Waivers and the payment of the Consent Fee constitute
a significant modification of the 5% Notes.” |
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The Information Agent and Tabulation Agent for the Consent Solicitation is:
Global Bondholder Services Corporation
65 Broadway — Suite 723
New York, New York 10006
Attn: Corporate Actions
65 Broadway — Suite 723
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free (866) 470-3800
Toll free (866) 470-3800
By Facsimile:
(For Eligible Institutions Only):
(212) 430-3775
(For Eligible Institutions Only):
(212) 430-3775
Confirmation:
(212) 430-3774
(212) 430-3774
By Mail, Overnight Courier or Hand Delivery:
65 Broadway — Suite 723
New York, New York 10006
65 Broadway — Suite 723
New York, New York 10006
Requests for assistance in completing and delivering the Letter of Consent or requests for
additional copies of this Consent Solicitation Statement, the accompanying Letter of Consent and
other related documents should be directed to the Tabulation Agent.
The Solicitation Agent for the Consent Solicitation is:
Jefferies & Company, Inc.
12th Floor
520 Madison Avenue
New York, New York 10022
520 Madison Avenue
New York, New York 10022
(888) 272-1901 (Call U.S. Toll-Free)
(917) 421-1901
(917) 421-1901