FORM SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
James J. Kim
1900 S. Price Road
Chandler, AZ 85286
Telephone: (480) 575-7253
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
Copy to:
Richard D. Rosen, Esq.
Cohen & Grigsby, P.C.
625 Liberty Avenue
Pittsburgh, PA 15222-3152
Telephone: (412) 297-4927
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Schedule 13D/A
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1. |
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NAMES OF REPORTING PERSONS.
James J. Kim |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS). |
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No change. |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION. |
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United States of America
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7. |
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SOLE VOTING POWER. |
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NUMBER OF |
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67,449,604 shares |
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SHARES |
8. |
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SHARED VOTING POWER. |
BENEFICIALLY |
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OWNED BY |
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10,000,000 shares |
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EACH |
9. |
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SOLE DISPOSITIVE POWER. |
REPORTING |
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PERSON |
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67,449,604 shares |
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WITH |
10. |
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SHARED DISPOSITIVE POWER. |
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10,000,000 shares |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
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77,449,604 shares of common stock |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
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32.45% SEE ITEM 5. |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
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IN |
2
Schedule 13D/A
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1. |
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NAMES OF REPORTING PERSONS.
Agnes C. Kim |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS). |
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No change. |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION. |
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United States of America
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7. |
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SOLE VOTING POWER. |
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NUMBER OF |
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23 shares |
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SHARES |
8. |
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SHARED VOTING POWER. |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9. |
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SOLE DISPOSITIVE POWER. |
REPORTING |
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PERSON |
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23 shares |
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WITH |
10. |
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SHARED DISPOSITIVE POWER. |
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0 |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
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23 shares of common stock |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
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0.00% |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
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IN |
3
Schedule 13D/A
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1. |
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NAMES OF REPORTING PERSONS.
John T. Kim |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS). |
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No change. |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION. |
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United States of America
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7. |
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SOLE VOTING POWER. |
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NUMBER OF |
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36,668 shares |
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SHARES |
8. |
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SHARED VOTING POWER. |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9. |
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SOLE DISPOSITIVE POWER. |
REPORTING |
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PERSON |
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36,668 shares |
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WITH |
10. |
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SHARED DISPOSITIVE POWER. |
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0 |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
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36,668 shares of common stock |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
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0.02% SEE ITEM 5. |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
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IN |
4
Schedule 13D/A
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1. |
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NAMES OF REPORTING PERSONS.
David D. Kim, as Trustee |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS). |
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No change. |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION. |
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United States of America
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7. |
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SOLE VOTING POWER. |
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NUMBER OF |
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14,457,344 shares |
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SHARES |
8. |
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SHARED VOTING POWER. |
BENEFICIALLY |
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OWNED BY |
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2,698,513 shares |
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EACH |
9. |
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SOLE DISPOSITIVE POWER. |
REPORTING |
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PERSON |
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14,457,344 shares |
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WITH |
10. |
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SHARED DISPOSITIVE POWER. |
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2,698,513 shares |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
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17,155,857 shares of common stock |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
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9.31% SEE ITEM 5. |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
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IN |
5
Schedule 13D/A
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1. |
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NAMES OF REPORTING PERSONS.
John T. Kim, as Trustee
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS). |
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No change. |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION. |
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United States of America
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7. |
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SOLE VOTING POWER. |
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NUMBER OF |
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14,457,344 shares |
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SHARES |
8. |
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SHARED VOTING POWER. |
BENEFICIALLY |
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OWNED BY |
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24,441,078 shares |
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EACH |
9. |
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SOLE DISPOSITIVE POWER. |
REPORTING |
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PERSON |
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14,457,344 shares |
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WITH |
10. |
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SHARED DISPOSITIVE POWER. |
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24,441,078 shares |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
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38,898,422 shares of common stock |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
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20.36% SEE ITEM 5. |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
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IN |
6
Schedule 13D/A
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1. |
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NAMES OF REPORTING PERSONS.
Susan Y. Kim, as Trustee
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS). |
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No change. |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION. |
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United States of America
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7. |
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SOLE VOTING POWER. |
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NUMBER OF |
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6,257,344 shares |
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SHARES |
8. |
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SHARED VOTING POWER. |
BENEFICIALLY |
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OWNED BY |
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33,105,965 shares |
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EACH |
9. |
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SOLE DISPOSITIVE POWER. |
REPORTING |
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PERSON |
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6,257,344 shares |
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WITH |
10. |
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SHARED DISPOSITIVE POWER. |
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33,105,965 shares |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
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39,363,309 shares of common stock |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
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20.74% SEE ITEM 5. |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
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IN |
7
Schedule 13D/A
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1. |
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NAMES OF REPORTING PERSONS.
David D. Kim Trust of 12/31/87
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS). |
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No change. |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION. |
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Commonwealth of Pennsylvania
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7. |
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SOLE VOTING POWER. |
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NUMBER OF |
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14,457,344 shares |
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SHARES |
8. |
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SHARED VOTING POWER. |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9. |
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SOLE DISPOSITIVE POWER. |
REPORTING |
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PERSON |
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14,457,344 shares |
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WITH |
10. |
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SHARED DISPOSITIVE POWER. |
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0 |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
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14,457,344 shares of common stock |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
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7.90% |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
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OO |
8
Schedule 13D/A
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1. |
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NAMES OF REPORTING PERSONS.
John T. Kim Trust of 12/31/87
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (SEE INSTRUCTIONS). |
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No change. |
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5. |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION. |
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Commonwealth of Pennsylvania
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7. |
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SOLE VOTING POWER. |
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NUMBER OF |
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14,457,344 shares |
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SHARES |
8. |
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SHARED VOTING POWER. |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9. |
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SOLE DISPOSITIVE POWER. |
REPORTING |
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PERSON |
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14,457,344 shares |
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WITH |
10. |
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SHARED DISPOSITIVE POWER. |
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0 |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
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|
14,457,344 shares of the common stock |
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12. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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|
o
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
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7.90% |
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14. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
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|
OO |
9
Schedule 13D/A
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1. |
|
NAMES OF REPORTING PERSONS.
Susan Y. Kim Trust of 12/31/87
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2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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|
(a) þ |
|
(b) o |
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|
|
3. |
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SEC USE ONLY |
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|
|
|
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4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
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5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
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|
|
6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION. |
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|
Commonwealth of Pennsylvania
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7. |
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SOLE VOTING POWER. |
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|
|
NUMBER OF |
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6,257,344 shares |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
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0 |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
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PERSON |
|
6,257,344 shares |
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WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
0 |
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|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
|
|
6,257,344 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
|
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|
3.42% |
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14. |
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS). |
|
|
|
OO |
10
Schedule 13D/A
|
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1. |
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NAMES OF REPORTING PERSONS.
Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit
of Alexandra Kim Panichello |
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2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) þ |
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(b) o |
|
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3. |
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SEC USE ONLY |
|
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|
|
|
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4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION. |
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|
Commonwealth of Pennsylvania |
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7. |
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SOLE VOTING POWER. |
|
|
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NUMBER OF |
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0 |
|
|
|
|
SHARES |
8. |
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SHARED VOTING POWER. |
BENEFICIALLY |
|
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OWNED BY |
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2,733,334 shares |
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EACH |
9. |
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SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
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WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
2,733,334 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
|
|
2,733,334 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
|
|
|
1.49% |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
11
Schedule 13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit
of Jacqueline Mary Panichello |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Commonwealth of Pennsylvania |
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
2,733,333 shares |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
2,733,333 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
|
|
2,733,333 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
|
|
|
1.49% |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
12
Schedule 13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit
of Dylan James Panichello |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Commonwealth of Pennsylvania |
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
2,733,333 shares |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
2,733,333 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
|
|
2,733,333 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
|
|
|
1.49% |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
13
Schedule 13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello
dated 10/3/94 |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Commonwealth of Pennsylvania |
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
1,345,113 shares |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
1,345,113 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
|
|
1,345,113 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
|
|
|
0.73% SEE ITEM 5. |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
14
Schedule 13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello
dated 12/24/92 |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Commonwealth of Pennsylvania |
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
1,345,113 shares |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
1,345,113 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
|
|
1,345,113 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
|
|
|
0.73% SEE ITEM 5. |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
15
Schedule
13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello dated 10/15/01 |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Commonwealth of Pennsylvania
|
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
1,345,113 shares |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
1,345,113 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON. |
|
|
|
1,345,113 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11). |
|
|
|
0.73% SEE ITEM 5. |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
16
Schedule
13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim dated 10/15/01 |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Commonwealth of Pennsylvania
|
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
1,345,113 shares |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
1,345,113 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON. |
|
|
|
1,345,113 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11). |
|
|
|
0.73% SEE ITEM 5. |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
17
Schedule
13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
Irrevocable Deed of Trust of James J. Kim FBO Jason Lee Kim dated 11/17/03 |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Commonwealth of Pennsylvania
|
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
1,345,113 shares |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
1,345,113 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON. |
|
|
|
1,345,113 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11). |
|
|
|
0.73% SEE ITEM 5. |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
18
Schedule
13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
Irrevocable Deed of 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 (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Commonwealth of Pennsylvania
|
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
1,335,113 shares |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
1,335,113 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON. |
|
|
|
1,335,113 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11). |
|
|
|
0.72% SEE ITEM 5. |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
19
Schedule
13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
James J. Kim 2008 Trust FBO Alexandra Kim Panichello and Descendants dated 2/5/08 |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Commonwealth of Pennsylvania
|
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
1,363,400 shares |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
1,363,400 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON. |
|
|
|
1,363,400 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11). |
|
|
|
0.75% |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
20
Schedule
13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
James J. Kim 2008 Trust FBO Jacqueline Mary Panichello and Descendants dated 2/5/08 |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Commonwealth of Pennsylvania
|
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
1,363,400 shares |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
1,363,400 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON. |
|
|
|
1,363,400 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11). |
|
|
|
0.75% |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
21
Schedule 13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
James J. Kim 2008 Trust FBO Dylan James Panichello and Descendants
dated 2/5/08 |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Commonwealth of Pennsylvania |
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
1,363,400 shares |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
1,363,400 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
|
|
1,363,400 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
|
|
|
0.75% |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
22
Schedule 13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
James J. Kim 2008 Trust FBO Descendants of John T. Kim dated 2/5/08 |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Commonwealth of Pennsylvania
|
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
2,726,800 shares |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
2,726,800 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
|
|
2,726,800 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
|
|
|
1.50% |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
23
Schedule 13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
James J. Kim 2008 Trust FBO Descendants of David D. Kim dated 2/5/08 |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Commonwealth of Pennsylvania |
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
1,363,400 shares |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
1,363,400 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
|
|
1,363,400 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
|
|
|
0.75% |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
24
Schedule 13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
James J. Kim 2008 Qualified Annuity Trust dated 11/14/08 |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Commonwealth of Pennsylvania |
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
10,000,000 shares |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
10,000,000 shares |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
|
|
10,000,000 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
|
|
|
5.46% |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
OO |
25
Schedule 13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
The James and Agnes Kim Foundation, Inc. |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
No change. |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Pennsylvania Non-Profit Corporation |
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
150,000 shares |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
0 |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
150,000 shares |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
0 |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
|
|
150,000 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11). |
|
|
|
0.08% |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS). |
|
|
|
CO |
26
Schedule 13D/A
|
|
|
|
|
|
1. |
|
NAMES OF REPORTING PERSONS.
915 Investments, LP |
|
|
|
|
|
|
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a) þ |
|
(b) o |
|
|
|
3. |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4. |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS). |
|
|
|
WC |
|
|
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION. |
|
|
|
Pennsylvania Limited Partnership |
|
|
|
|
|
7. |
|
SOLE VOTING POWER. |
|
|
|
NUMBER OF |
|
49,594,980 shares |
|
|
|
|
SHARES |
8. |
|
SHARED VOTING POWER. |
BENEFICIALLY |
|
|
OWNED BY |
|
0 |
|
|
|
|
EACH |
9. |
|
SOLE DISPOSITIVE POWER. |
REPORTING |
|
|
PERSON |
|
49,594,980 shares |
|
|
|
|
WITH |
10. |
|
SHARED DISPOSITIVE POWER. |
|
|
|
|
|
0 |
|
|
|
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
|
|
49,594,980 shares of common stock |
|
|
|
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11). |
|
|
|
21.32% SEE ITEM 5. |
|
|
|
14. |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS). |
|
|
|
PN |
27
Schedule 13D/A
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 (the Amendment) amends the Statement on Schedule 13D filed with the
Securities and Exchange Commission (the Commission) on November 28, 2005, as amended by Amendment
No. 1 filed with the Commission on April 4, 2008 and Amendment No. 2 filed with the Commission on
March 19, 2009, by the reporting persons who then constituted the Group and relates to the common
stock, $0.001 par value per share (the Common Stock), of Amkor Technology, Inc., a Delaware
corporation (Amkor or the Issuer). The principal executive offices of Amkor are located at
1900 South Price Road, Chandler, Arizona 85286.
This Amendment is being filed to report the purchase of $150 million of a 6.00% convertible
senior subordinated note due April 15, 2014 (the 2009 Note) by 915 Investments, LP, a
Pennsylvania limited partnership (the Partnership) from Amkor on April 1, 2009 as more fully
described in Item 6 and to make certain corrections to voting information and to the names of
certain trusts contained in previous filings.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Amendment is being filed by the Group and separately by each of the following
persons comprising the Group (each a Reporting Person):
|
i. |
|
James J. Kim |
|
|
ii. |
|
Agnes C. Kim |
|
|
iii. |
|
John T. Kim |
|
|
iv. |
|
David D. Kim, as Trustee |
|
|
v. |
|
John T. Kim, as Trustee |
|
|
vi. |
|
Susan Y. Kim, as Trustee |
|
|
vii. |
|
David D. Kim Trust of 12/31/87 |
|
|
viii. |
|
John T. Kim Trust of 12/31/87 |
|
|
ix. |
|
Susan Y. Kim Trust of 12/31/87 |
|
|
x. |
|
Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Alexandra Kim Panichello |
|
|
xi. |
|
Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Jacqueline Mary Panichello |
|
|
xii. |
|
Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Dylan James Panichello |
|
|
xiii. |
|
Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary
Panichello dated 10/3/94 |
|
|
xiv. |
|
Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello dated 12/24/92 |
|
|
xv. |
|
Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello dated 10/15/01 |
|
|
xvi. |
|
Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim dated 10/15/01 |
28
Schedule 13D/A
|
xvii. |
|
Irrevocable Deed of Trust of James J. Kim FBO Jason Lee Kim dated 11/17/03 |
|
|
xviii. |
|
Irrevocable Deed of Trust of James J. Kim f/b/o Children of David D. Kim dated 11/11/05 |
|
|
xix. |
|
James J. Kim 2008 Trust FBO Alexandra Kim Panichello and Descendants dated 2/5/08 |
|
|
xx. |
|
James J. Kim 2008 Trust FBO Jacqueline Mary Panichello and Descendants dated 2/5/08 |
|
|
xxi. |
|
James J. Kim 2008 Trust FBO Dylan James Panichello and Descendants dated 2/5/08 |
|
|
xxii. |
|
James J. Kim 2008 Trust FBO Descendants of John T. Kim dated 2/5/08 |
|
|
xxiii. |
|
James J. Kim 2008 Trust FBO Descendants of David D. Kim dated 2/5/08 |
|
|
xxiv. |
|
James J. Kim 2008 Qualified Annuity Trust dated 11/14/08 |
|
|
xxv. |
|
The James and Agnes Kim Foundation, Inc. |
|
|
xxvi. |
|
915 Investments, LP, for which James J. Kim is the sole general partner |
(b) The principal business address for the natural persons listed above, who are all members
of the Kim family (the Kim Family), and for the trusts for the members of the Kim Family listed
above and their descendants (as such trusts are amended, modified or supplemented from time to
time, the Kim Trusts) is 1900 South Price Road, Chandler, AZ 85286. The principal business
address for The James and Agnes Kim Foundation, Inc. (the Foundation) is 1345 Enterprise Drive,
West Chester, Pennsylvania. The principal business address for the Partnership is 915 Mount
Pleasant Road, Bryn Mawr, Pennsylvania 19010.
(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
Foundation is to receive contributions from donors which are invested and a portion of the
investments is distributed to charitable organizations. The principal business of the Partnership
is to serve as a fund through which the assets of its partners will be utilized to invest in, hold
and trade in securities and other financial instruments.
(d) During the last five years, none of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(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.
Item 3 is amended to include the following information:
The 2009 Note was purchased using the available funds of the Partnership.
ITEM
4. PURPOSE OF TRANSACTION.
29
Schedule 13D/A
Item 4 is amended and restated as follows:
The Kim Trusts will hold the shares of Common Stock received from James J. Kim for investment
purposes for the benefit of its respective beneficiaries. The Kim Family, the Foundation and the
Partnership will hold the shares of Common Stock for investment purposes only.
The Reporting Persons intend to review on a continuing basis their investment in the Issuer.
The Reporting Persons may decide to increase or decrease their investment in the Issuer depending
upon the price and availability of the Issuers securities, subsequent developments affecting the
Issuer, the Issuers business and prospects, other investment and business opportunities available
to the Reporting Persons, general stock market and economic conditions, tax considerations and
other factors.
Other than as described above, none of the Reporting Persons has any plans or proposals that
relate to or would result in any of the actions described in the preceding paragraph of this Item 4
of this Schedule 13D/A (although they reserve the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended and restated as follows:
(a) The response to Row 11 in each Reporting Persons cover page, indicating the aggregate
number and percentage of shares of Common Stock beneficially owned by each Reporting Person, is
incorporated herein by reference. 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. The total number of shares which are beneficially owned by the members of the Group
as a group is 137,249,405 or 55.63% of the outstanding shares of Common Stock. The number of
shares beneficially owned by the Group includes 754,168 shares which may be acquired pursuant to
options that are exercisable within 60 days of April 1, 2009, 13,351,132 shares that are issuable upon the
conversion of notes that are convertible at any time prior to their December 1, 2013 maturity date
and 49,594,980 shares that are issuable upon the conversion of a note that is convertible at any
time prior to its April 15, 2014 maturity date. The ownership percentages were calculated based on 183,035,405
outstanding shares of Common Stock of Amkor, as reported in filings with the Securities and
Exchange Commission as of March 20, 2009, increased, as
appropriate, to include the shares beneficially owned by
such Reporting Person that may be acquired pursuant to options exercisable within 60 days of April 1, 2009 and/or shares
that are issuable upon conversion of notes.
(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 1, 3, 4 and 6.
(d) Not applicable.
(e) Not applicable.
30
Schedule 13D/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is amended and restated as follows:
Each of the individuals and trusts listed in Item 2(a) (previously defined as the Group) may
be deemed a member of a group consisting of members of the Kim Family, the Kim Trusts established
for the benefit of James J. Kims children and grandchildren, the Foundation and the Partnership,
who each exercise voting or investment power with respect to shares of the Issuers Common Stock in
concert with other members of the Group. James J. Kim, as general partner of the Partnership, has
voting and investment power with respect to the Partnership. All of the directors and officers of
the Foundation are members of the Kim Family. Accordingly, the Foundation might be expected to
vote the shares of Common Stock of the Issuer that the Foundation owns in concert with the Kim
Family, the Kim Trusts and the Partnership.
James J. Kim, the Foundation, Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary
Panichello dated 10/3/94, Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello
dated 12/24/92, Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello dated
10/15/01, Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim dated 10/15/01, Irrevocable
Deed of Trust of James J. Kim FBO Jason Lee Kim dated 11/17/03 and Irrevocable Deed of Trust of
James J. Kim f/b/o Children of David D. Kim dated 11/11/05 (collectively, the 2005 Investors)
entered into a voting agreement dated as of November 18, 2005 (the 2005 Voting Agreement).
Pursuant to the 2005 Voting Agreement, the 2005 Investors agreed to vote all shares of Amkor Common
Stock issued upon conversion of the 6 1/4% convertible subordinated notes (the 2005 Notes and
upon conversion to Amkor Common Stock, the 2005 Converted Shares) in accordance with the 2005
Voting Agreement. The 2005 Investors agree to vote all 2005 Converted Shares in a neutral manner
on all matters submitted to Amkor stockholders for a vote, such that the shares subject to the 2005
Voting Agreement are required to be voted in the same proportion as all of the other outstanding
securities (excluding securities beneficially owned, directly or indirectly, by the 2005 Investors)
that are actually voted on a proposal submitted to Amkors stockholders for approval. The 2005
Investors are not required to vote in a neutral manner any 2005 Converted Shares that, when
aggregated with all other voting shares held by the 2005 Investors, represent 41.6% or less of the
total then-outstanding voting shares of Amkor Common Stock. The 2005 Voting Agreement shall
terminate upon the earliest of (i) December 1, 2013, (ii) such time as no principal amount of 2005
Notes or any 2005 Converted Shares remains outstanding, (iii) a change of control transaction (as
defined in the 2005 Voting Agreement) of Amkor, or (iv) the mutual agreement of the 2005 Investors
and Amkor. A copy of the 2005 Voting Agreement is attached as Exhibit 10.1 and incorporated herein
by reference.
The James J. Kim 2008 Trust FBO Alexandra Kim Panichello and Descendants, the James J. Kim
2008 Trust FBO Jacqueline Mary Panichello and Descendants, the James J. Kim 2008 Trust FBO Dylan
James Panichello and Descendants, the James J. Kim 2008 Trust FBO Descendants of John T. Kim and
the James J. Kim 2008 Trust FBO Descendants of David D. Kim are collectively referred to as the
2008 Trusts. On February 11, 2008, the 2008 Trusts acquired an aggregate of 8,180,400 shares of
Common Stock from Agnes C. Kim in a private transaction and financed such purchase by issuing
promissory notes maturing on February 10, 2011, which on December 31, 2008 were replaced with
promissory notes maturing on December 31, 2016 (the 2008 Notes). In connection with the 2008
Notes, the 8,180,400 shares held by the 2008 Trusts have been pledged to Agnes C. Kim as collateral
for the 2008 Notes. If an event of default with respect to any of the 2008 Notes occurs, which may
include failure to make note payments when due, default in a payment of other borrowed money,
distribution of a substantial part of a trusts property or judgments exceeding $25,000 being
entered against a trust, Agnes C. Kim may declare any of the 2008 Notes in default and acquire
voting and investment power with respect to the shares pledged as collateral.
In connection with the issuance of the 2009 Note, James J. Kim and the Partnership
(collectively, the 2009 Investors) and Amkor entered into a voting agreement dated as of March
26, 2009 (the 2009 Voting Agreement). Pursuant to the 2009 Voting Agreement, the 2009 Investors
agreed to vote all shares of Amkor Common Stock
issued upon conversion of the 2009 Note (the 2009 Converted Shares) in accordance with the
2009 Voting Agreement. The 2009 Investors agree to vote all 2009 Converted Shares in a neutral
manner on all matters
31
Schedule 13D/A
submitted to Amkor stockholders for a vote, such that the shares subject to the 2009 Voting
Agreement are required to be voted in the same proportion as all of the other outstanding
securities (excluding securities beneficially owned, directly or indirectly, by the 2009 Investors)
that are actually voted on a proposal submitted to Amkors stockholders for approval. The 2009
Investors are not required to vote in a neutral manner any 2009 Converted Shares that, when
aggregated with all other voting shares held by the 2009 Investors, represent 41.6% or less of the
total then-outstanding voting shares of Amkor Common Stock. The 2009 Voting Agreement shall
terminate upon the earliest of (i) such time as no principal amount of the 2009 Note remains
outstanding and the 2009 Investors or their affiliates no longer beneficially own any of the 2009
Converted Shares, (ii) consummation of a change of control (as defined in the 2009 Voting
Agreement) of Amkor, or (iii) the mutual agreement of the 2009 Investors and Amkor. A copy of the
2009 Voting Agreement is attached as Exhibit 10.2 and incorporated herein by reference.
In addition, the 2009 Investors, Deutsche Bank Securities Inc. (Deutsche Bank) and Citigroup
Global Markets Inc. (Citigroup) entered into a commitment letter on March 25, 2009 (the
Commitment Letter) pursuant to which the 2009 Investors agreed to purchase in the aggregate a
minimum of $150 million and up to a maximum of $200 million of promissory notes in the April 1,
2009 offering. Pursuant to the Commitment Letter, the 2009 Investors entered into a lock-up
agreement with Deutsche Bank and Citigroup for a lock-up period of ninety days after April 1, 2009
in which the 2009 Investors agree not to, directly or indirectly, offer, sell, contract to sell,
pledge or otherwise dispose of or enter into any transaction which is designed to or might
reasonably be expected to result in the disposition by the 2009 Investors or any their affiliates
or any person in privity with the 2009 Investors of any shares of capital stock of Amkor or any
securities convertible into or exercisable or exchangeable for such capital stock with certain
limited exceptions, including the exercise of options, transactions pursuant to Rule 10b5-1 or in
certain circumstances when the transferee agrees to be bound by these restrictions. A copy of the
Commitment Letter, including the form of lock-up agreement executed on March 25, 2009 by the 2009
Investors, Deutsche Bank and Citigroup, is attached as Exhibit 10.3 and incorporated herein by
reference.
Amkor and the 2009 Investors also entered into a letter agreement dated March 26, 2009 (the
Letter Agreement) pursuant to which, among other things, Amkor agreed to use reasonable efforts
to register the resale of the 2009 Note (and any shares of Common Stock issued upon the conversion
thereof) on a shelf registration statement pursuant to Rule 415 under the Securities Act of 1933,
as amended (the Securities Act), upon the request of the 2009 Investors at any time after April
1, 2010. Amkor agreed to reimburse James J. Kim for the reasonable legal fees and expenses
incurred by Mr. Kim in connection with the negotiation and purchase of the 2009 Note by the
Partnership. A copy of the Letter Agreement is attached as Exhibit 10.4 and incorporated herein by
reference.
Finally, Amkor executed the 2009 Note in favor of the Partnership, which matures on April 15,
2014. The 2009 Note accrues interest at a rate of 6.00% per year, which is subject to increase in
certain circumstances, and is payable semi-annually in arrears on April 15 and October 15 of each
year commencing October 15, 2009. The 2009 Note may be converted at any time by the 2009 Investors
into shares of Amkor Common Stock at an initial conversion rate of 330.6332 shares of Amkors
Common Stock per $1,000 principal amount of 2009 Note, subject to certain adjustments, which
represent a conversion price of approximately $3.02 per share of Common Stock. Upon the occurrence
of a designated event, which includes a change of control or termination of trading, the 2009
Investors may require Amkor to repurchase the 2009 Note at a price equal to 100% of the principal
amount plus accrued and unpaid interest up to but excluding the repurchase date. The 2009 Note
contains certain events of default that could, subject to certain conditions, cause the unpaid
principal amount plus accrued and unpaid interest on the 2009 Note to be due and payable, which
include default in the payment of principal or installment interest, default in the delivery when
due of any Common Stock deliverable upon conversion, breach of covenants, failure to provide timely
notice of any designated event, failure of Amkor or any of its material subsidiaries to make timely
payment of debt in excess of $20 million and certain events of bankruptcy or insolvency of Amkor or
any of its material subsidiaries. The shares issuable upon conversion of the 2009 Note have not
been registered under the Securities Act. All of the notes issued in connection with the April 1,
2009 note offering, including the 2009 Note,
are subordinated to the 2005 Notes. A copy of the form of 2009 Note is attached as Exhibit
10.5 and incorporated herein by reference.
32
Schedule 13D/A
The trust agreements for certain of the Kim Trusts authorize the trustees of such trusts to
vote the shares of Common Stock of the Issuer held by them, in their discretion, in concert with
members of the Kim Family. The Partnership grants James J. Kim, its general partner, sole voting
and investment power with respect to all of the securities held by the Partnership. James J. and
Agnes C. Kim are husband and wife. James J. Kim and Agnes C. Kim are the parents of Susan Y. Kim,
David D. Kim and John T. Kim. Each of the David D. Kim Trust of 12/31/87, the John T. Kim Trust of
12/31/87 and the Susan Y. Kim Trust of 12/31/87 has as their sole trustee David D. Kim, John T. Kim
and Susan Y. Kim, respectively. Susan Y. Kim is the parent of Alexandra Kim Panichello, Jacqueline
Mary Panichello and Dylan James Panichello and is the co-trustee of each of her childrens trusts
along with John T. Kim. John T. Kim is the parent of Allyson Lee Kim and Jason Lee Kim and is the
co-trustee of each of his childrens trusts along with Susan Y. Kim. David D. Kim is co-trustee of
the James J. Kim 2008 Trust FBO Descendants of David D. Kim dated 2/5/08, along with John T. Kim
and Susan Y. Kim, and the Irrevocable Deed of Trust of James J. Kim f/b/o Children of David D. Kim
dated 11/11/05, along with John T. Kim.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
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Exhibit |
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Number |
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Exhibit Name |
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99.1
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Third Amended and Restated Agreement regarding joint filing |
10.1
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2005 Voting Agreement dated November 18, 2005 among Amkor
Technologies, Inc., James J. Kim and the six trusts named therein |
10.2
|
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2009 Voting Agreement dated as of March 26, 2009 among Amkor
Technologies, Inc., James J. Kim and 915 Investments, LP |
10.3
|
|
Commitment Letter Agreement dated March 25, 2009 among Deutsche
Bank Securities Inc., Citigroup Global Markets Inc., James J. Kim
and 915 Investments, LP, including Exhibit A form of lock-up
agreement among the same parties dated March 25, 2009 |
10.4
|
|
Letter Agreement dated March 26, 2009 among Amkor Technologies,
Inc., James J. Kim and 915 Investments, LP |
10.5
|
|
Form of 6.00% Convertible Senior Subordinated Note due 2014
executed by Amkor Technologies, Inc. in favor of 915 Investments,
LP on April 1, 2009 |
33
Schedule 13D/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated:
April 15, 2009
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/s/ James J. Kim
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James J. Kim |
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/s/ Agnes C. Kim
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Agnes C. Kim |
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/s/ John T. Kim
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John T. Kim |
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/s/ David D. Kim
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David D. Kim, as Trustee |
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/s/ John T. Kim
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John T. Kim, as Trustee |
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/s/ Susan Y. Kim
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Susan Y. Kim, as Trustee |
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David D. Kim Trust of 12/31/87
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By:
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/s/ David D. Kim
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David D. Kim, as Trustee |
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John T. Kim Trust of 12/31/87 |
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By:
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/s/ John T. Kim_ |
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John T. Kim, as Trustee |
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Susan Y. Kim Trust of 12/31/87 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Kim Panichello |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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34
Schedule 13D/A
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Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline Mary Panichello |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan James Panichello |
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By
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello dated 10/3/94 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello dated 12/24/92 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello dated 10/15/01 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim dated 10/15/01 |
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By:
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/s/ John T. Kim |
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John T. Kim, as Trustee |
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Irrevocable Deed of Trust of James J. Kim FBO Jason Lee Kim dated 11/17/03 |
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By:
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/s/ John T. Kim |
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John T. Kim, as Trustee |
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Irrevocable Deed of Trust of James J. Kim f/b/o Children of David D. Kim dated 11/11/05 |
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By:
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/s/ David D. Kim |
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David D. Kim, as Trustee |
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James J. Kim 2008 Trust FBO Alexandra Kim Panichello and Descendants dated 2/5/08 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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James J. Kim 2008 Trust FBO Jacqueline Mary Panichello and Descendants dated 2/5/08 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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35
Schedule 13D/A
|
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James J. Kim 2008 Trust FBO Dylan James Panichello and Descendants dated 2/5/08 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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James J. Kim 2008 Trust FBO Descendants of John T. Kim dated 2/5/08 |
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By:
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/s/ John T. Kim |
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John T. Kim, as Trustee |
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James J. Kim 2008 Trust FBO Descendants of David D. Kim dated 2/5/08 |
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By:
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/s/ David D. Kim |
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David D. Kim, as Trustee |
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James J. Kim 2008 Qualified Annuity Trust dated 11/14/08 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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The James and Agnes Kim Foundation, Inc. |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Secretary |
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915 Investments, LP |
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By:
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/s/ James J. Kim |
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James J. Kim, as general partner |
|
|
36
Schedule
13D/A
SCHEDULE I
|
|
|
ITEM 2. |
|
Name of Person Filing
James J. Kim |
|
(a) |
|
Present principal occupation or employment:
Chairman and CEO of Issuer |
|
|
(b) |
|
Address of Principal Business Office, or if none, Residence
1900 S. Price Road, Chandler, AZ 85286 |
|
|
|
ITEM 2. |
|
Name of Person Filing
Agnes C. Kim |
|
(a) |
|
Present principal occupation or employment:
Homemaker |
|
|
(b) |
|
Address of Principal Business Office, or if none, Residence
1900 S. Price Road, Chandler, AZ 85286 |
|
|
|
ITEM 2. |
|
Name of Person Filing
John T. Kim |
|
(a) |
|
Present principal occupation or employment:
Private investor |
|
|
(b) |
|
Address of Principal Business Office, or if none, Residence
1900 S. Price Road, Chandler, AZ 85286 |
|
|
|
ITEM 2. |
|
Name of Person Filing
David D. Kim, as Trustee |
|
(a) |
|
Present principal occupation or employment:
Private investor |
|
|
(b) |
|
Address of Principal Business Office, or if none, Residence
1900 S. Price Road, Chandler, AZ 85286 |
|
|
|
ITEM 2. |
|
Name of Person Filing
Susan Y. Kim, as Trustee |
|
(a) |
|
Present principal occupation or employment:
Homemaker |
|
|
(b) |
|
Address of Principal Business Office, or if none, Residence
1900 S. Price Road, Chandler, AZ 85286 |
|
|
|
ITEM 2. |
|
Name of Person Filing
John T. Kim, as Trustee |
|
(a) |
|
Present principal occupation or employment: |
37
Schedule
13D/A
|
(b) |
|
Address of Principal Business Office, or if none, Residence
1900 S. Price Road, Chandler, AZ 85286 |
38
Schedule
13D/A
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Name |
|
99.1
|
|
Third Amended and Restated Agreement regarding joint filing |
10.1
|
|
2005 Voting Agreement dated November 18, 2005 among Amkor
Technologies, Inc., James J. Kim and the six trusts named therein |
10.2
|
|
2009 Voting Agreement dated as of March 26, 2009 among Amkor
Technologies, Inc., James J. Kim and 915 Investments, LP |
10.3
|
|
Commitment Letter Agreement dated March 25, 2009 among Deutsche
Bank Securities Inc., Citigroup Global Markets Inc., James J. Kim
and 915 Investments, LP, including Exhibit A form of lock-up
agreement among the same parties dated March 25, 2009 |
10.4
|
|
Letter Agreement dated March 26, 2009 among Amkor Technologies,
Inc., James J. Kim and 915 Investments, LP |
10.5
|
|
Form of 6.00% Convertible Senior Subordinated Note due 2014
executed by Amkor Technologies, Inc. in favor of 915 Investments,
LP on April 1, 2009 |
39
Exhibit 10.1
AMKOR TECHNOLOGY, INC.
VOTING AGREEMENT
This Voting Agreement (this "AGREEMENT") is made and entered into as of November
18, 2005 by and among Amkor Technology, Inc., a Delaware corporation (the
"COMPANY"), James J. Kim ("MR. KIM"), The James and Agnes Kim Foundation, Inc.,
Trust U/D of James J. Kim dated 12/24/92 f/b/o Alexandra Kim Panichello, Trust
U/D of James J. Kim dated 10/3/94 f/b/o Jacqueline Mary Panichello, Trust U/D of
James J. Kim dated 10/15/01 f/b/o Dylan James Panichello, Trust U/D of James J.
Kim dated 10/15/01 f/b/o Allyson Lee Kim, Trust U/D of James J. Kim dated
11/17/03 f/b/o Jason Lee Kim, and Trust U/D of James J. Kim dated 11/11/05 f/b/o
Children of David D. Kim (collectively, the "INVESTORS"). Capitalized terms
contained and not otherwise defined herein shall have the meaning ascribed to
such terms in the Note Purchase Agreement (defined below).
RECITALS
A. The Company proposes to issue $100 million in aggregate principal amount
of 6.25% Convertible Subordinated Notes due 2013 (the "NOTES"), convertible into
shares of the Company's common stock, $0.001 par value (the "COMMON STOCK")
pursuant to the terms and conditions of the Note Purchase Agreement (the
"PURCHASE AGREEMENT") of even date herewith (the "FINANCING").
B. Investors are the beneficial owners (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of such number
of shares of the outstanding capital stock of the Company, and such number of
shares of capital stock of the Company issuable upon the exercise of outstanding
options and warrants, as is indicated on the signature page of this Agreement.
C. In consideration of the execution of the Purchase Agreement by the
Company, Investors (in their capacity as such) have agreed to vote the Shares
(as defined below) and over which Investors have voting power, in the manner set
forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as follows:
1. SHARES. During the term of this Agreement, Investors agree to vote all
shares issued upon conversion of the Notes (the "SHARES") in accordance with the
provisions of this Agreement. For purposes of this Agreement, Shares shall not
include any securities of the Company of which Investors are the beneficial
owners immediately prior to the Closing of the Financing or any securities of
the Company acquired by Investors other than upon conversion of the Notes
subsequent to the date of this Agreement.
2. VOTING. Until this Agreement is terminated pursuant to Section 3 hereof,
Investors agree to vote and cause to be voted all Shares beneficially owned,
either directly or indirectly, by them in a
-1-
neutral manner on all matters submitted to the stockholders of the Company for a
vote, whether required by the Company's charter or bylaws, pursuant to Delaware
General Corporate Law or otherwise, including, but not limited to, the election
of directors or a Change of Control Transaction (as defined below); provided,
however, that to the extent that the Investors shall beneficially own, in the
aggregate, securities of the Company representing less than forty-one and
six-tenths percent (41.6%) of the then-outstanding voting power of the Company,
then the Investors shall not be required to vote in a neutral manner such number
of the 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 the Company 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
Shares. In such instances, each Investor shall be entitled to vote a number of
Shares in a non-neutral manner in direct proportion to such Investors beneficial
ownership of voting securities of the Company. For purposes of this Agreement,
"NEUTRAL MANNER" means in the same proportion to all other outstanding voting
securities of the Company (excluding any and all voting securities beneficially
owned, directly or indirectly, by Investors) that are actually voted on a
proposal submitted to the Company's stockholders for approval. By way of example
only, if 100,000 voting securities that are not beneficially owned by Investors
are cast with 60,000 of such shares voting "For" a proposal, 30,000 of such
shares voting "Against" a proposal, and 10,000 of such shares abstaining,
Investors shall vote sixty percent (60%) of the Shares "For" the proposal,
thirty percent (30%) "Against" the proposal and abstain with respect to ten
percent (10%) of the Shares. The term "vote" shall include any exercise of
voting rights whether at an annual or special meeting of stockholders or by
written consent or in any other manner permitted by applicable law.
3. TERMINATION. This Agreement shall terminate upon the earlier of (i) the
Maturity Date of the Notes; (ii) at such time as no principal amount of the
Notes or any Shares remains outstanding; (iii) a Change of Control Transaction;
or (iv) the mutual agreement of the Company and Investors. "CHANGE OF CONTROL
TRANSACTION" means either (a) the acquisition of the Company by another entity
by means of any transaction or series of related transactions to which the
Company is party (including, without limitation, any stock acquisition, tender
offer, reorganization, merger or consolidation but excluding any sale of stock
for capital raising purposes) that results in the voting securities of the
Company outstanding immediately prior thereto failing to represent immediately
after such transaction or series of transactions (either by remaining
outstanding or by being converted into voting securities of the surviving entity
or the entity that controls such surviving entity) a majority of the total
voting power represented by the outstanding voting securities of the Company,
such surviving entity or the entity that controls such surviving entity;
provided, however, that the Financing or conversion of the Notes pursuant to the
terms of the Purchase Agreement shall not constitute a Change of Control
Transaction; or (b) a sale, lease or other conveyance of all or substantially
all of the assets of the Company.
4. ADDITIONAL SHARES. In the event that subsequent to the date of this
Agreement any shares or other securities (other than pursuant to a Change of
Control Transaction) are issued on, or in exchange for, any of the Shares by
reason of any stock dividend, stock split, consolidation of shares,
reclassification or consolidation involving the Company, such shares or
securities shall be deemed to be Shares for purposes of this Agreement.
-2-
5. REPRESENTATIONS AND WARRANTIES OF INVESTORS. Investors hereby represent
and warrant to the Company that, as of the date hereof, (i) Investors are the
beneficial owner of the shares of Common Stock, and the options, warrants and
other rights to purchase shares of Common Stock, set forth on the signature page
of this Agreement, with full power to vote or direct the voting of the Shares
for and on behalf of all beneficial owners of the Shares; (ii) the Shares are
free and clear of any liens, pledges, security interests, claims, options,
rights of first refusal, co-sale rights, charges or other encumbrances of any
kind or nature (other than pursuant to the terms of restricted stock agreements
as in effect on the date hereof); (iii) Investors do not beneficially own any
securities of the Company other than the shares of Common Stock, and options,
warrants and other rights to purchase shares of Common Stock, set forth on the
signature page of this Agreement; (iv) Investors have and will have full power
and authority to make, enter into and carry out the terms of this Agreement; (v)
the execution, delivery and performance of this Agreement by Investors will not
violate any agreement or court order to which the Notes or Shares are subject,
including, without limitation, any voting agreement or voting trust; and (vi)
this Agreement has been duly and validly executed and delivered by Investors and
constitutes a valid and binding agreement of Investors, enforceable against
Investors in accordance with its terms.
6. LEGENDING OF SHARES. If so requested by the Company, Investors hereby
agree that the Shares shall bear a legend stating that they are subject to this
Agreement.
7. FIDUCIARY DUTIES. Investors are signing this Agreement solely in their
capacity as an owner of their respective Shares, and nothing herein shall
prohibit, prevent or preclude Mr. Kim from taking or not taking any action in
his capacity as an officer or director of the Company.
8. MISCELLANEOUS.
(a) Notices. All notices, requests, demands, consents, instructions or
other communications required or permitted hereunder shall be in writing and
faxed, e-mailed, mailed, or delivered to each party as follows: (i) if to the
Investors, at each Investor's address, facsimile number or e-mail address set
forth in the Company's records, or at such other address, facsimile number or
e-mail address as such Investor shall have furnished the Company in writing, or
(ii) if to the Company, at Amkor Technology, Inc., Attn: Chief Financial
Officer, or at such other address or facsimile number as the Company shall have
furnished to Investors in writing, with a copy to Robert Sanchez, Esq., Wilson
Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304. All
such notices and communications will be deemed effectively given the earlier of
(i) when received, (ii) when delivered personally, (iii) one business day after
being delivered by facsimile or e-mail (with receipt of appropriate
confirmation), (iv) one business day after being deposited with an overnight
courier service of recognized standing or (v) four days after being deposited in
the U.S. mail, first class with postage prepaid. With respect to any notice
given by the Company under any provision of the Delaware General Corporation Law
or the Company's charter or bylaws, Investors agree that such notice may be
given by facsimile or by electronic mail. In the event of any conflict between
the Company's books and records and this Agreement or any notice delivered
hereunder, the Company's books and records will control absent fraud or error.
-3-
(b) Successors and Assigns. The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto. The Company shall not permit
the transfer (i) to any Affiliate (as defined in Rule 405 under the Securities
Act of 1933, as amended) of an Investor or (ii) to a person or entity with whom
an Investor is part of a group for purposes of Section 13(d)(3) of the Exchange
Act of any Shares on the Company's books or issue a new certificate representing
any Shares unless and until the person or entity referred to in clauses (i) or
(ii) of this subsection shall have executed a written agreement pursuant to
which such person or entity becomes a party to this Agreement and agrees to be
bound by all the provisions hereof as if such person or entity was a party
hereto.
(c) Governing Law. This Agreement shall be governed in all respects by
the internal laws of the State of Delaware as applied to agreements entered into
among Delaware residents to be performed entirely within Delaware, without
regard to principles of conflicts of law.
(d) Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. All references in this Agreement to
sections, paragraphs and exhibits shall, unless otherwise provided, refer to
sections and paragraphs hereof and exhibits attached hereto.
(e) Further Assurances. Each party hereto agrees to execute and
deliver, by the proper exercise of its corporate, limited liability company,
partnership or other powers, all such other and additional instruments
(including proxies) and documents and do all such other acts and things as may
be necessary to more fully effectuate this Agreement.
(f) Entire Agreement. This Agreement and the exhibits hereto
constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof. No party hereto shall be liable or bound to
any other party in any manner with regard to the subjects hereof or thereof by
any warranties, representations or covenants except as specifically set forth
herein.
(g) Specific Performance. Each of the parties hereto hereby
acknowledge that (i) the representations, warranties, covenants and restrictions
set forth in this Agreement are necessary, fundamental and required for the
protection of the Company and its stockholders and to preserve for the Company
and its stockholders the benefits of the Financing; (ii) such covenants relate
to matters which are of a special, unique, and extraordinary character that
gives each such representation, warranty, covenant and restriction a special,
unique, and extraordinary value; and (iii) a breach of any such representation,
warranty, covenant or restriction, or any other term or provision of this
Agreement, will result in irreparable harm and damages to the Company which
cannot be adequately compensated by a monetary award. Accordingly, the Company
and Investors hereby expressly agree that in addition to all other remedies
available at law or in equity, the Company shall be entitled to the immediate
remedy of specific performance, a temporary and/or permanent restraining order,
preliminary injunction, or such other form of injunctive or equitable relief as
may be used by any court of competent jurisdiction to restrain or enjoin any of
the parties hereto from breaching any representations, warranties, covenants or
restrictions set forth in this Agreement, or to specifically enforce the terms
and provisions hereof.
-4-
(h) Amendment. Except as expressly provided herein, neither this
Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument referencing this Agreement and signed by the
Company and the Investors.
(i) No Waiver. The failure or delay by a party to enforce any
provision of this Agreement will not in any way be construed as a waiver of any
such provision or prevent that party from thereafter enforcing any other
provision of this Agreement. The rights granted both parties hereunder are
cumulative and will not constitute a waiver of either party's right to assert
any other legal remedy available to it.
(j) Severability. If any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, portions of such provision, or such provision in its entirety, to the
extent necessary, shall be severed from this Agreement, and such court will
replace such illegal, void or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the
same economic, business and other purposes of the illegal, void or unenforceable
provision. The balance of this Agreement shall be enforceable in accordance with
its terms.
(k) Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same agreement. Facsimile copies of signed
signature pages will be deemed binding originals.
(signature page follows)
-5-
The parties have executed this Voting Agreement as of the date first above
written.
AMKOR TECHNOLOGY, INC.,
A DELAWARE CORPORATION
/s/ Kenneth Joyce
--------------------------------------
Signature of Authorized Signatory
Kenneth Joyce, Exec. VP and CFO
Name and Title of Authorized Signatory
(SIGNATURE PAGE TO VOTING AGREEMENT)
INVESTOR
/s/ James J. Kim
---------------------------------------
James J. Kim
Shares Beneficially Owned:
21,546,670 shares of Company Common
Stock
139,516 shares of Company Common Stock
issuable upon the exercise of
outstanding options, warrants
or other rights (1)
Address:
134 Enterprise Drive
West Chester, PA 19380
(1) Does not include any Shares
(SIGNATURE PAGE TO VOTING AGREEMENT)
/s/ Agnes C. Kim
----------------------------------------
The James and Agnes Kim Foundation, Inc.
By: Agnes C. Kim
Title: President
Shares Beneficially Owned:
150,000 shares of Company Common Stock
139,520 shares of Company Common Stock
issuable upon the exercise of
outstanding options, warrants or
other rights (1)
Address:
134 Enterprise Drive
West Chester, PA 19380
(1) Does not include any Shares
(SIGNATURE PAGE TO VOTING AGREEMENT)
/s/ John T. Kim
----------------------------------------
Trust U/D of James J. Kim dated 12/24/92
f/b/o Alexandra Kim Panichello
By: John T. Kim
Title: Trustee
Shares Beneficially Owned:
10,000 shares of Company Common Stock
-- shares of Company Common Stock
issuable upon the exercise of
outstanding options, warrants
or other rights (1)
Address:
134 Enterprise Drive
West Chester, PA 19380
(1) Does not include any Shares
(SIGNATURE PAGE TO VOTING AGREEMENT)
/s/ John T. Kim
---------------------------------------
Trust U/D of James J. Kim dated 10/3/94
f/b/o Jacqueline Mary Panichello
By: John T. Kim
Title: Trustee
Shares Beneficially Owned:
10,000 shares of Company Common Stock
-- shares of Company Common Stock
issuable upon the exercise of
outstanding options, warrants or
other rights (1)
Address:
134 Enterprise Drive
West Chester, PA 19380
(1) Does not include any Shares
(SIGNATURE PAGE TO VOTING AGREEMENT)
/s/ John T. Kim
----------------------------------------
Trust U/D of James J. Kim dated 10/15/01
f/b/o Dylan James Panichello
By: John T. Kim
Title: Trustee
Shares Beneficially Owned:
10,000 shares of Company Common Stock
-- shares of Company Common Stock
issuable upon the exercise of
outstanding options, warrants or
other rights (1)
Address:
134 Enterprise Drive
West Chester, PA 19380
(1) Does not include any Shares
(SIGNATURE PAGE TO VOTING AGREEMENT)
/s/ John T. Kim
----------------------------------------
Trust U/D of James J. Kim dated 10/15/01
f/b/o Allyson Lee Kim
By: John T. Kim
Title: Trustee
Shares Beneficially Owned:
10,000 shares of Company Common Stock
-- shares of Company Common Stock
issuable upon the exercise of
outstanding options, warrants or
other rights (1)
Address:
134 Enterprise Drive
West Chester, PA 19380
(1) Does not include any Shares
(SIGNATURE PAGE TO VOTING AGREEMENT)
/s/ John T. Kim
----------------------------------------
Trust U/D of James J. Kim dated 11/17/03
f/b/o Jason Lee Kim
By: John T. Kim
Title: Trustee
Shares Beneficially Owned:
10,000 shares of Company Common Stock
-- shares of Company Common Stock
issuable upon the exercise of
outstanding options, warrants or
other rights (1)
Address:
134 Enterprise Drive
West Chester, PA 19380
(1) Does not include any Shares
(SIGNATURE PAGE TO VOTING AGREEMENT)
/s/ John T. Kim
----------------------------------------
Trust U/D of James J. Kim dated 11/11/05
f/b/o Children of David D. Kim
By: John T. Kim
Title: Trustee
Shares Beneficially Owned:
-- shares of Company Common Stock
-- shares of Company Common Stock
issuable upon the exercise of
outstanding options, warrants or
other rights (1)
Address:
134 Enterprise Drive
West Chester, PA 19380
(1) Does not include any Shares
(SIGNATURE PAGE TO VOTING AGREEMENT)
EX-10.2
Exhibit 10.2
AMKOR TECHNOLOGY, INC.
2009 VOTING AGREEMENT
This Voting Agreement (this AGREEMENT) is made and entered into as of March 26, 2009 by and among
Amkor Technology, Inc., a Delaware corporation (the COMPANY), James J. Kim (MR. KIM), and 915
Investments, LP (collectively, the INVESTORS). Capitalized terms contained and not otherwise
defined herein shall have the meaning ascribed to such terms in the Note Purchase Agreement
(defined below).
RECITALS
A. The Company proposes to issue up to $250 million in aggregate principal amount of
Convertible Senior Subordinated Notes due 2014 (the NOTES), convertible into shares of the
Companys common stock, $0.001 par value (the COMMON STOCK) pursuant to the terms and conditions
of the Note Purchase Agreement (the PURCHASE AGREEMENT) of even date herewith (the FINANCING),
of which Investors will purchase at least $150 million in aggregate principal amount and up to $200
million in aggregate principal amount.
B. Investors and their affiliates are the beneficial owners (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the EXCHANGE ACT); all references in this
Agreement to beneficial ownership or like terms shall be deemed to be references to beneficial
ownership by Investors, their affiliates and other persons or entities with whom they are acting in
concert as so defined) of such number of shares of the outstanding capital stock of the Company,
and such number of shares of capital stock of the Company issuable upon the exercise of outstanding
options and warrants and conversion of notes, as is indicated on the signature page of this
Agreement.
C. In consideration of the execution of the Purchase Agreement by the Company, Investors (in
their capacity as such) have agreed to vote the Shares (as defined below) over which Investors have
voting power, in the manner set forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and
other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. SHARES. During the term of this Agreement, Investors agree to vote all
shares of Common Stock issued upon conversion of the Notes (the SHARES) in accordance with the
provisions of this Agreement. For purposes of this Agreement, Shares shall not include any
securities of the Company of which Investors are the beneficial owners immediately prior to the
Closing of the Financing or any securities of the Company acquired by Investors other than upon
conversion of the Notes subsequent to the date of this Agreement. In this regard, the parties
recognize that certain shares of Company Common Stock issuable upon conversion of the Companys
6.25% convertible Subordinated notes due 2013 are subject to a Voting Agreement dated as of
November 18, 2005 by and among the Company, Mr. Kim and the other Investors
named therein (the 2005 Voting Agreement). The parties hereto agree that the obligations of Mr.
Kim and the Company under the 2005 Voting Agreement shall not be affected by the execution,
delivery or performance of this Agreement.
2. VOTING. Until this Agreement is terminated pursuant to Section 3 hereof, Investors
agree to vote and cause to be voted all Shares beneficially owned, either directly or indirectly,
by them in a neutral manner on all matters submitted to the stockholders of the Company for a vote,
whether required by the Companys charter or bylaws, pursuant to the Delaware General Corporation
Law or otherwise, including, but not limited to, the election of directors or a Change of Control
Transaction (as defined below); provided, however, that to the extent that the Investors and their
affiliates shall beneficially own, in the aggregate, securities of the Company representing less
than forty-one and six-tenths percent (41.6%) of the then-outstanding voting power of the Company,
then the Investors shall not be required to vote in a neutral manner such number of the 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 the Company 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 Shares. In such
instances, the Investors shall be entitled to vote a number of Shares in a non-neutral manner in
direct proportion to such Investors beneficial ownership of voting securities of the Company. For
purposes of this Agreement, neutral manner means in the same proportion to all other outstanding
voting securities of the Company (excluding any and all voting securities beneficially owned,
directly or indirectly, by Investors) that are actually voted on a proposal submitted to the
Companys stockholders for approval. By way of example only, if 100,000 voting securities that are
not beneficially owned by Investors are cast with 60,000 of such shares voting For a proposal,
30,000 of such shares voting Against a proposal, and 10,000 of such shares abstaining, Investors
shall vote sixty percent (60%) of the Shares For the proposal, thirty percent (30%) Against the
proposal and abstain with respect to ten percent (10%) of the Shares. The term vote shall include
any exercise of voting rights whether at an annual or special meeting of stockholders or by written
consent or in any other manner permitted by applicable law.
3. TERMINATION. This Agreement shall terminate upon the earlier of (i) such time as no
principal amount of the Notes remain outstanding and the Investors or their affiliates no longer
beneficially own any Shares; (ii) the consummation of a Change of Control Transaction; or (iii) the
mutual agreement of the Company and Investors. CHANGE OF CONTROL TRANSACTION means either (a) the
acquisition of the Company by another entity by means of any transaction or series of related
transactions to which the Company is party (including, without limitation, any stock acquisition,
tender offer, reorganization, merger or consolidation but excluding any sale of stock for capital
raising purposes) that results in the voting securities of the Company outstanding immediately
prior thereto failing to represent immediately after such transaction or series of transactions
(either by remaining outstanding or by being converted into voting securities of the surviving
entity or the entity that controls such surviving entity) a majority of the total voting power
represented by the outstanding voting securities of the Company, such surviving entity or the
entity that controls such surviving entity; provided, however, that the Financing or conversion of
the Notes pursuant to the terms of the
2
Purchase Agreement shall not constitute a Change of Control Transaction; or (b) a sale, lease or
other conveyance of all or substantially all of the assets of the Company.
4. ADDITIONAL SHARES. In the event that subsequent to the date of this Agreement any
shares or other securities (other than pursuant to a Change of Control Transaction) are issued on,
or in exchange for, any of the Shares by reason of any stock dividend, stock split, consolidation
of shares, reclassification or consolidation involving the Company, such shares or securities shall
be deemed to be Shares for purposes of this Agreement.
5. REPRESENTATIONS AND WARRANTIES OF INVESTORS. Investors hereby represent and warrant
to the Company that, as of the date hereof, (i) Investors are the beneficial owner of the shares of
Common Stock, and the options, warrants and other rights to purchase shares of Common Stock, set
forth on the signature page of this Agreement, with full power to vote or direct the voting of the
Shares for and on behalf of all beneficial owners of the Shares; (ii) the Shares, when issued, will
be free and clear of any liens, pledges, security interests, claims, options, rights of first
refusal, co-sale rights, charges or other encumbrances of any kind or nature (other than pursuant
to the terms of restricted stock agreements as in effect on the date hereof); (iii) Investors do
not beneficially own any voting securities of the Company other than the shares of Common Stock,
and options, warrants and other rights to purchase shares of Common Stock, set forth on the
signature page of this Agreement; (iv) Investors have and will have full power and authority to
make, enter into and carry out the terms of this Agreement; (v) the execution, delivery and
performance of this Agreement by Investors will not violate any agreement or court order to which
the Notes or Shares are subject, including, without limitation, any voting agreement or voting
trust; and (vi) this Agreement has been duly and validly executed and delivered by Investors and
constitutes a valid and binding agreement of Investors, enforceable against Investors in accordance
with its terms.
6. LEGENDING OF SHARES. If so requested by the Company, Investors hereby agree that
the Shares shall bear a legend stating that they are subject to this Agreement.
7. FIDUCIARY DUTIES. Investors are signing this Agreement solely in their capacity as
an owner of their respective Shares, and nothing herein shall prohibit, prevent or preclude Mr. Kim
from taking or not taking any action in his capacity as an officer or director of the Company.
8. MISCELLANEOUS.
(a) Notices. All notices, requests, demands, consents, instructions or other
communications required or permitted hereunder shall be in writing and faxed, e-mailed, mailed, or
delivered to each party as follows: (i) if to the Investors, at the Investors address, facsimile
number or e-mail address set forth in the Companys records, or at such other address, facsimile
number or e-mail address as such Investors shall have furnished the Company in writing, or (ii) if
to the Company, at Amkor Technology, Inc., Attn: Chief Financial Officer, or at such other address
or facsimile number as the Company shall have furnished to Investors in writing, with a copy to
Robert Sanchez, Esq., Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California
94304. All such notices and communications will be deemed effectively given
3
the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after
being delivered by facsimile or e-mail (with receipt of appropriate confirmation), (iv) one
business day after being deposited with an overnight courier service of recognized standing or (v)
four days after being deposited in the U.S. mail, first class with postage prepaid. With respect to
any notice given by the Company under any provision of the Delaware General Corporation Law or the
Companys charter or bylaws, Investors agree that such notice may be given by facsimile or by
electronic mail. In the event of any conflict between the Companys books and records and this
Agreement or any notice delivered hereunder, the Companys books and records will control absent
fraud or error.
(b) Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto. The Company shall not permit the transfer (i) to any Affiliate (as defined in
Rule 405 under the Securities Act of 1933, as amended) of an Investor or (ii) to a person or entity
with whom an Investor is part of a group for purposes of Section 13(d)(3) of the Exchange Act of
any Shares on the Companys books or issue a new certificate representing any Shares unless and
until the person or entity referred to in clauses (i) or (ii) of this subsection shall have
executed a written agreement pursuant to which such person or entity becomes a party to this
Agreement and agrees to be bound by all the provisions hereof as if such person or entity was a
party hereto.
(c) Governing Law. This Agreement shall be governed in all respects by the internal
laws of the State of Delaware as applied to agreements entered into among Delaware residents to be
performed entirely within Delaware, without regard to principles of conflicts of law.
(d) Titles and Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this Agreement. All
references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided,
refer to sections and paragraphs hereof and exhibits attached hereto.
(e) Further Assurances. Each party hereto agrees to execute and deliver, by the proper
exercise of its corporate, limited liability company, partnership or other powers, all such other
and additional instruments (including proxies) and documents and do all such other acts and things
as may be necessary to more fully effectuate this Agreement.
(f) Entire Agreement. This Agreement constitutes the full and entire understanding and
agreement between the parties with regard to the subjects hereof. No party hereto shall be liable
or bound to any other party in any manner with regard to the subjects hereof or thereof by any
warranties, representations or covenants except as specifically set forth herein.
(g) Specific Performance. Each of the parties hereto hereby acknowledge that (i) the
representations, warranties, covenants and restrictions set forth in this Agreement are necessary,
fundamental and required for the protection of the Company and its stockholders and to preserve for
the Company and its stockholders the benefits of the Financing; (ii) such
4
covenants relate to matters which are of a special, unique, and extraordinary character that gives
each such representation, warranty, covenant and restriction a special, unique, and extraordinary
value; and (iii) a breach of any such representation, warranty, covenant or restriction, or any
other term or provision of this Agreement, will result in irreparable harm and damages to the
Company which cannot be adequately compensated by a monetary award. Accordingly, the Company and
Investors hereby expressly agree that in addition to all other remedies available at law or in
equity, the Company shall be entitled to the immediate remedy of specific performance, a temporary
and/or permanent restraining order, preliminary injunction, or such other form of injunctive or
equitable relief as may be used by any court of competent jurisdiction to restrain or enjoin any of
the parties hereto from breaching any representations, warranties, covenants or restrictions set
forth in this Agreement, or to specifically enforce the terms and provisions hereof.
(h) Amendment. Except as expressly provided herein, neither this Agreement nor
any term hereof may be amended, waived, discharged or terminated other than by a written instrument
referencing this Agreement and signed by the Company and the Investors.
(i) No Waiver. The failure or delay by a party to enforce any provision of this
Agreement will not in any way be construed as a waiver of any such provision or prevent that party
from thereafter enforcing any other provision of this Agreement. The rights granted the parties
hereunder are cumulative and will not constitute a waiver of either partys right to assert any
other legal remedy available to it.
(j) Severability. If any provision of this Agreement becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision,
or such provision in its entirety, to the extent necessary, shall be severed from this Agreement,
and such court will replace such illegal, void or unenforceable provision of this Agreement, with a
valid and enforceable provision that will achieve, to the extent possible, the same economic,
business and other purposes of the illegal, void or unenforceable provision. The balance of this
Agreement shall be enforceable in accordance with its terms.
(k) Counterparts. This Agreement may be executed in one or more counterparts,
each of which will be deemed an original, but all of which together will constitute one and the
same agreement. Facsimile copies of signed signature pages will be deemed binding originals.
(signature page follows)
5
The parties have executed this Voting Agreement as of the first date above written.
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AMKOR TECHNOLOGY, INC.,
A DELAWARE CORPORATION
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/s/ Joanne Solomon
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Name: |
Joanne Solomon |
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Title: |
Corporate Vice President
and Chief Financial Officer |
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6
INVESTORS
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JAMES J. KIM |
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915 INVESTMENTS, LP |
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/s/ James J. Kim
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By:
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/s/ James J. Kim |
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Name: James J. Kim |
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Name: 915 Investments, LP |
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By: James J. Kim, General Partner |
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Shares Beneficially Owned: |
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Shares Beneficially Owned: |
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73,549,125 shares of Company Common Stock |
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0 shares of Company Common Stock |
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14,098,633 shares of Company Common Stock |
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0 shares of Company Common Stock |
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issuable upon the exercise of outstanding |
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issuable upon the exercise of outstanding |
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options, warrants or other rights(1) |
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options, warrants or other rights(1) |
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Address: |
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Address: |
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1900 S. Price Road, |
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Chandler, AZ 85286 |
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(1) |
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Does not include any Shares |
EX-10.3
Exhibit 10.3
EXECUTION COPY
March 25, 2009
CONFIDENTIAL
Deutsche Bank Securities Inc.
Citigroup Global Markets Inc.
c/o Deutsche Bank Securities Inc.
60 Wall Street, 4th Floor
New York, New York 10005
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Re: |
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Amkor Technology, Inc. $240,000,000 Convertible Senior Subordinated
Notes due 2014 |
Ladies and Gentlemen:
We refer to the purchase agreement expected to be entered into on or around March 26,
2009 (the Purchase Agreement) between Amkor Technology, Inc. (Amkor),
Deutsche Bank Securities Inc. (DBSI) and Citigroup Global Markets Inc.
(CGM and, together with DBSI, the Initial Purchasers) and to the
Convertible Senior Subordinated Notes due 2014 (the Notes) to be sold by Amkor
thereunder to the Initial Purchasers. This letter agreement (the Letter
Agreement), when agreed to and accepted by the Initial Purchasers, will evidence the
agreement between the Initial Purchasers and Mr. James Kim and/or certain of his affiliates
identified in Schedule A hereto (collectively, the Acquiring Parties, and
each an Acquiring Party) regarding the commitment (the Commitment) by
the Acquiring Parties to purchase Notes from the Initial Purchasers, which Notes the
Initial Purchasers will acquire in connection with the offering of the Notes pursuant to
the Purchase Agreement (the Offering).
In consideration of the mutual covenants and agreements of the parties herein, the
Acquiring Parties and the Initial Purchasers agree as follows:
1. Each of the Acquiring Parties agrees that the Commitment consists of their
obligation to purchase, in the aggregate, a minimum of $150,000,000 and up to a
maximum of $200,000,000 aggregate principal amount of the Notes in the Offering.
The aggregate amount of Notes that shall be purchased by the Acquiring Parties pursuant to this Agreement (the
Aggregate Purchase Amount) shall be the amount of Notes identified to Mr.
James Kim by the Initial Purchasers no later than 30 minutes prior to the Execution
Time (as such term is defined in the Purchase Agreement). The Aggregate Purchase
Amount shall be the aggregate principal
amount of Notes offered in the Offering less the aggregate principal amount of Notes the
Initial Purchasers have sold in the Offering to other purchasers; provided, that the Aggregate
Purchase Amount shall not exceed $200,000,000.
2. The Acquiring Parties agree to purchase, in the aggregate, from the Initial
Purchasers that portion of the Aggregate Purchase Amount determined by multiplying the
Aggregate Purchase Amount by a fraction, the numerator of which is the maximum
aggregate principal amount of the Notes to be purchased by such Acquiring Party in the
Offering (as such Acquiring Party or its representative shall notify the Initial
Purchasers in writing not less than 12 hours prior to the proposed pricing date for
the Offering) and the denominator of which is the Aggregate Purchase Amount.
3. Each of the Acquiring Parties hereby acknowledges and agrees that the purchase
price for the Notes shall be equal to the initial offering price of the Notes as set
forth on the cover of the final Offering Memorandum relating to the Offering.
4. The Initial Purchasers hereby covenant and agree, severally and not jointly,
that they will in aggregate sell the Acquiring Parties the Aggregate Purchase Amount
of the Notes that they purchased in the Offering, with each Acquiring Party to
receive the applicable aggregate principal amounts determined pursuant to paragraph
(2) above.
5. Each of the Acquiring Parties hereby acknowledges, represents and warrants, and
agrees with each of the Initial Purchasers that: (a) it is an accredited investor
within the meaning of Section 501(a) of the Securities Act of 1933, as amended (the
Securities Act), and (b) it (i) is of legal age to execute this Letter
Agreement (if he or she is a natural person); (ii) has all requisite power and
authority to enter into this Letter Agreement and perform its obligations hereunder;
(iii) has taken all necessary action to duly authorize the execution, delivery and
performance of this Letter Agreement and the consummation of the transactions
contemplated hereby; (iv) has duly executed and delivered this Letter Agreement and,
assuming due execution and delivery by the Initial Purchasers, this Letter Agreement
constitutes a legal, valid and binding obligation of such Acquiring Party, enforceable
in accordance with its terms; and (v) is acquiring the Notes for its own account (or
accounts over which it exercises sole investment discretion) and not with a view to any
distribution of the Notes.
6. Mr. James J. Jim hereby acknowledges, represents and warrants, and agrees with
each of the Initial Purchasers that he has all requisite power and authority to act
with full power and authority in the name of, for and on behalf of, each of the other
Acquiring Parties with respect to all matters arising in connection the purchase by
such Acquiring Party of its agreed portion of the Commitment and other matters in
connection with the Offering.
7. Each Acquiring Party understands and acknowledges that the Notes have not been and
may not be registered under the Securities Act, or qualified under
2
any state or foreign securities laws, and are being sold to it in a transaction that is exempt
from the registration requirements of the Securities Act, and that, as a result, the Notes may
not be offered for sale, sold, assigned or transferred unless the Notes are registered or an
exemption from the registration and prospectus delivery requirements of the Securities Act is
available. Each Acquiring Party understands that (i) the Notes will be delivered to it in
registered form only, (ii) the certificate delivered to it in respect of the Notes will bear a
legend to the effect of the preceding sentence, and (iii) such certificate will be reissued
without such legend only in the event of a disposition of the Notes in accordance with the
relevant provisions of the Indenture. Each Acquiring Party acknowledges that there is no
reassurance that such an exemption from registration will ever be available or that the Notes
will ever be able to be sold.
8. Each Acquiring Party acknowledges that, so long as it is an affiliate of
Amkor (as such term is defined in Rule 144 (Rule 144) promulgated under the
Securities Act) the Indenture governing the Notes will limit its ability to sell any
Notes that it holds at any time that constitute restricted securities under Rule 144
other than (i) pursuant to an effective registration statement under the Securities
Act, (ii) pursuant to the exemption from registration provided by Rule 144 (if
available) or (iii) to persons who agree to be bound by the restrictions applicable to
such Acquiring Party.
9. Each Acquiring Party acknowledges and agrees that it has been furnished with
all materials relating to the business, finances and operations of Amkor and materials
relating to the offer and sale of the Notes that it has requested. Each Acquiring
Party acknowledges that it has been afforded the opportunity to ask questions of
Amkor. Each Acquiring Party represents and warrants that it has sought such
accounting, legal and tax advice as it has considered necessary and appropriate to
enable it to evaluate the risk inherent in making an investment in the Notes. Each
Acquiring Party acknowledges and agrees that (i) the purchase and sale of the Notes
pursuant to this Letter Agreement is an arms-length commercial transaction between
such Acquiring Party, on the one hand, and the Initial Purchasers, on the other, (ii)
in connection therewith and with the process leading to such transaction each of the
Initial Purchasers is acting solely as a principal and not the agent or fiduciary of
such Acquiring Party, (iii) neither of the Initial Purchasers has assumed an advisory
or fiduciary responsibility in favor of such Acquiring Party with respect to the
Offering or the purchase contemplated hereby or the process leading thereto
(irrespective of whether such Initial Purchaser has advised or is currently advising
such Acquiring Party on other matters) or any other obligation to such Acquiring Party
except the obligations expressly set forth in this Letter Agreement and (iv) neither
of the Initial Purchasers nor any person representing the Initial Purchasers has made
any representation with respect to Amkor or the Offering. Each Acquiring Party agrees
that it will not claim that either of the Initial Purchasers has rendered advisory
services of any nature or respect, or owes a fiduciary or similar duty to such
Acquiring Party, in connection with such transactions or the process leading thereto.
3
10. Each Acquiring Party acknowledges and agrees that: (a) it does not require
the assistance of an investment advisor or other purchaser representative to purchase
the Notes; (b) it has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of its investment in Amkor; (c) it
has the ability to bear the economic risks of its investment for an indefinite period
of time; (d) it can afford the complete loss of its investment; and (e) it recognizes
that an investment in the Notes involves substantial risk.
11. Each of the Acquiring Parties acknowledges and agrees Amkor may rely on the
representations, warranties and covenants given by it in paragraphs (5) through (10)
above as if Amkor was a party to this Letter Agreement.
12. As of the date hereof, each Acquiring Party shall enter into a lock-up
agreement with the Initial Purchasers, substantially in the form attached hereto as
Exhibit A (the Lock-Up Agreement).
13. Each of Initial Purchasers and the Acquiring Parties hereby acknowledge and
agree that the Initial Purchasers obligation to sell the Notes, and the Acquiring
Parties obligation to buy the Notes, is expressly subject to the consummation of the
Offering upon the terms and conditions set forth in the Purchase Agreement. The
agreements contained herein shall terminate upon receipt by Mr. James Kim of written
notice of a decision by the Initial Purchasers not to proceed with the Offering.
14. This Letter Agreement shall terminate and be of no further force and effect if
(i) the Purchase Agreement is not executed within four business days hereof, (ii) in
the event the Purchase Agreement is executed but the Closing of the Offering does not
occur as a result of a termination of the Purchase Agreement prior to such Closing or
(iii) in the event that Amkor notifies the Initial Purchasers in writing that it has
decided to abandon the Offering to the Initial Purchasers; provided, that in the event
of any such termination, the provisions of paragraphs (15) and (17) shall survive such
termination.
15. Each of the Acquiring Parties agrees, jointly and severally, to indemnify and
hold each of the Initial Purchasers harmless, and each person, if any, who controls
such Initial Purchaser within the meaning of either Section 15 of the Securities Act
or Section 20 of the Securities Exchange Act of 1934, as amended, from and against any
and all losses, claims, damages, liabilities and expenses arising out of or based upon
(i) any inaccuracy of breach of any representations or warranties of any Acquiring
Party in this Letter or (ii) any failure by an Acquiring Party to perform any
agreement or obligation hereunder.
16. The Letter Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, and their respective successors and permitted assigns, and no
other person shall have any rights or obligations
hereunder. Neither of the Initial Purchasers nor any Acquiring Party may
assign (whether by operation of law or otherwise) the obligations set forth herein.
4
17. Each of the Initial Purchasers, severally and not jointly, and each of the
Acquiring Parties hereby agrees and acknowledges that any claim, counterclaim or
dispute of any kind or nature whatsoever arising out of or in any way relating to this
Letter Agreement (a Claim) may be commenced, prosecuted or continued in any court of
the State of New York located in the City and County of New York or in the United
States District Court for the Southern District of New York, which courts shall have
jurisdiction over the adjudication of such matters, and each Acquiring Party consents
to the non-exclusive jurisdiction of such courts and personal service with respect
thereto and waives any objection to such venue. Each party hereto waives any right to
trial by jury in any action, claim, suit or proceeding with respect to the matters
contained herein. Each of the Acquiring Parties agrees that a final judgment in any
such action, proceeding or counterclaim brought in any such court shall be conclusive
and binding upon such Acquiring Party and may be enforced in any other courts to the
jurisdiction of which such Acquiring Party is or may be subject, by suit upon such
judgment.
18. This Letter Agreement and the Lock-Up Agreement constitute the full and
entire understanding and agreement between the parties hereto with regard to the
subject matter hereof and supersedes all prior oral or written (and all
contemporaneous oral) agreements or understandings with respect to the subject matter
hereof.
19. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS
OF THE STATE OF NEW YORK.
20. This Letter Agreement may be executed in multiple counterpart copies, each of
which shall be considered an original and all of which shall constitute one and the
same instrument binding on all the parties, notwithstanding that all parties are not
signatories to the same counterpart.
[Remainder of page intentionally left blank]
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Please confirm your agreement with the foregoing by signing and dating this Letter Agreement
in the spaces provided below as confirmation of our mutual understandings and agreements, whereupon
this Letter Agreement shall become a binding agreement by and among the parties hereto.
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Very truly yours,
MR. JAMES J. KIM
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/s/ James J. Kim
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915 INVESTMENTS, LP
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By: |
/s/ James J. Kim
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Name: |
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Title: |
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AGREED AND ACCEPTED
DEUTSCHE BANK SECURITIES INC.
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By: |
/s/ Adam Howell
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Name: |
Adam Howell |
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Title: |
Director |
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By: |
/s/ Ted Tobiason
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Name: |
Ted Tobiason |
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Title: |
Managing Director |
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CITIGROUP GLOBAL MARKETS INC.
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By: |
/s/
Guy Stoboitiy
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Name: |
Guy Stoboitiy |
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Title: |
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Date: _________________
SCHEDULE A
List of Acquiring Parties
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Name |
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Mr. James J. Kim
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915 Investments, LP |
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EXHIBIT A
Form of Lock-Up Agreement
March 25, 2009
Deutsche Bank Securities Inc.
Citigroup Global Markets Inc.
c/o Deutsche Bank Securities Inc.
60 Wall Street, 4th Floor
New York, New York 10005
Ladies and Gentlemen:
This letter is being delivered to you in connection with a proposed Purchase Agreement
(the Purchase Agreement) between Amkor Technology, Inc., a Delaware corporation (the
Company) and the initial purchaser (the
Initial Purchasers) named therein, relating to
an offering of notes convertible into consideration based on the common stock, $0.001 par
value (the Common Stock), of the Company. Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Purchase Agreement.
In order to induce the Initial Purchasers to enter into the Purchase Agreement, the
undersigned will not, without the prior written consent of the Initial Purchasers, directly
or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of, enter into
any transaction which is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due to cash
settlement or otherwise) by the undersigned or any affiliate of the undersigned or any
person in privity with the undersigned or any affiliate of the undersigned of, file (or
participate in the filing of) a registration statement with the Securities and Exchange
Commission (the Commission) in respect of, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning of Section
16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder in respect of, any shares of capital stock of the Company
or any securities convertible into, or exercisable or exchangeable for such capital stock,
or publicly announce an intention to effect any such transaction, for a period of 90 days
after the date of the Purchase Agreement (the Lock-Up Period), other than
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(a) |
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the sale of any securities to the Initial Purchasers pursuant to the Purchase
Agreement, |
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(b) |
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the exercise of options or warrants held by the undersigned as of the date hereof,
provided that any shares of capital stock issued in connection therewith shall be subject
to this lock-up agreement, |
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(c) |
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transactions in any securities described above pursuant to the terms of any plan
entered into prior to the date hereof pursuant to, and qualifying under the provisions of,
Rule 10b5-1 of the Securities Act of 1933, as amended (the
Securities Act), a copy of
which has been provided to the Representative prior to the date hereof, and |
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(d) |
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any other transfers (including transfers, sales or other distributions or
dispositions of shares of capital stock, in each case, that are made between and among the
undersigned or members of the undersigneds family) in connection with which (i) the
Initial Purchasers receive a signed lock-up agreement for the balance of the Lock-Up
Period from each donee, trustee, distributee, or transferee, as the case may be, (ii) any
such transfer shall not involve a disposition for value and (iii) such transfers are not
required during the Lock-Up Period to be reported in any public report or filing with the
Commission (other than any filing of Schedule 13D or any amendment thereto as long as
there is no decrease in the aggregate beneficial ownership of the members of the filing
group), or otherwise, provided that any such transfer pursuant to clause (d) is: (1) a
bona fide gift or gifts; or (2) to any trust, limited partnership or limited liability
company, the beneficiaries or members of which are exclusively the undersigned, or its
limited partners or members, or a member of the immediate family of the undersigned,
including grandchildren (to the extent consistent with the Securities Act of 1933, as
amended, and state securities laws). |
The undersigned agrees that the Company may, and that the undersigned will, (i) with
respect to any Notes, shares of Common Stock or other Company securities for which the
undersigned is the record holder and which are subject to the Lock-Up Period, cause the
relevant transfer agent for the Company to note stop transfer instructions with respect to
such securities on the transfer books and records of the Company and (ii) with respect to
any Notes, shares of Common Stock or other Company securities for which the undersigned is
the beneficial holder but not the record holder and which are subject to the Lock-Up
Period, cause the record holder of such securities to cause the transfer agent for the
Company to note stop transfer instructions with respect to such securities on the transfer
books and records of the Company.
The undersigned hereby agrees that, to the extent that the terms of the Lock-Up
conflict with or are in any way inconsistent with any registration rights agreement to
which the undersigned and the Company may be a party, this Lock-Up supercedes such
registration rights agreement.
The undersigned hereby represents and warrants that it has full power and authority to
enter into this Lock-Up Agreement. All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of the undersigned and any obligations of
the undersigned shall be binding on the heirs, personal representatives, successors and
assigns of the undersigned. If for any reason the Purchase Agreement shall be terminated
prior to the Closing Date (as defined in the Purchase Agreement), the agreement set forth
above shall likewise be terminated immediately and the undersigned will be released from
all its obligations under this lock-up agreement.
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Very truly yours,
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By: |
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Name: |
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Title: |
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EX-10.4
Exhibit 10.4
EXECUTION VERSION
Amkor Technology, Inc.
1900 South Price Road
Chandler, Arizona 85286
March 26, 2009
Ladies and Gentlemen:
Reference is hereby made to the letter agreement dated as of March 25, 2009 (the Letter
Agreement), by and among Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., Mr.
James J. Kim and his affiliates identified on Schedule A thereto (each, an Acquiring Party),
pursuant to which the Acquiring Parties have agreed to purchase a minimum of $150.0 million and up
to $200.0 million in aggregate principal amount of Convertible Senior Subordinated Notes due 2014
(the Notes) issued by Amkor Technology, Inc., a Delaware corporation (Amkor). In
consideration of the mutual covenants and agreements of the parties herein, the Acquiring Parties
and Amkor agree as follows
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1. |
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Each Acquiring Party hereby agrees that Amkor is entitled to rely on the
representations, warranties, agreements and acknowledgements made by each Acquiring
Party in Section 5, 6, 7, 8, 9 and 10 of the Letter Agreement as if such Acquiring
Party made such representations, warranties, agreements and acknowledgements directly
to Amkor. Without limiting the foregoing, each Acquiring Party agrees that, so long as
it is an affiliate of Amkor (as such term is defined in Rule 144 (as defined below)
the Acquiring Party will not sell any Notes that constitute restricted securities
under Rule 144 other than (i) pursuant to an effective registration statement under the
Securities Act, (ii) pursuant to the exemption from registration provided by Rule 144
(if available) or (iii) to persons who agree to be bound by the restrictions applicable
to such Acquiring Party. |
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2. |
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Each Acquiring Party acknowledges and agrees that the Notes purchased by such
Acquiring Party and the shares of common stock, par value $0.001, of Amkor (the Common
Stock) issuable upon conversion of the Notes shall bear a restrictive legend
substantially in the following form: |
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THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF AMKOR TECHNOLOGY,
INC. (THE COMPANY) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF
(X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION
THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW,
EXCEPT: |
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TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR |
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(B) |
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PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR |
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(C) |
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PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED THAT ANY
TRANSFEREE SHALL AGREE IN WRITING, SATISFACTORY TO THE COMPANY, TO BE
BOUND BY THE FOREGOING RESTRICTIONS; OR |
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A PLEDGE TO AN AFFILIATE OF THE HOLDER SO LONG
AS SUCH PLEDGEE AGREES IN WRITING TO BE BOUND BY THE TRANSFER
RESTRICTIONS SET FORTH IN THIS LEGEND AND IN THE AGREEMENT, DATED MARCH 26, 2009, AMONG JAMES J. KIM, 915 INVESTMENTS, LP AND THE COMPANY. |
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PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (C) ABOVE, THE
COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY BE REASONABLY REQUIRED IN ORDER TO
DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE
AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. |
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3. |
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Each Acquiring Party hereby represents, warrants and covenants to Amkor: |
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Either (i) no portion of the assets used by such Acquiring
Party to acquire and hold the Notes and any Common Stock issuable upon
conversion of the Notes constitutes assets of any employee benefit plan that is
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended (ERISA), individual retirement account or other arrangement that is
subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the
Code), or any entity whose underlying assets are considered to include plan
assets on any such plan, account or arrangement, or (ii) the purchase and
holding of the Notes and any Common Stock issuable upon conversion of the Notes
by such Acquiring Party will not constitute a nonexempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code; |
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b. |
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Such Acquiring Party agrees not to conduct hedging transactions
involving the Notes or the underlying shares of Common Stock other than in
accordance with the Securities Act of 1933, as amended (the Securities Act),
and other applicable laws; and |
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c. |
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Such Acquiring Party acknowledges that Amkor and others will
rely upon the truth and accuracy of the above acknowledgements, representations
and agreements. Such Acquiring Party agrees that if any of the
acknowledgements, representations or agreements made herein is no longer
accurate, such Acquiring Party will promptly notify Amkor. If either Acquiring
Party is purchasing any Notes as a fiduciary or agent for one or more investor
accounts, such Acquiring Party represents that it has |
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sole investment discretion with respect to each of those accounts and that it
has full power to make the above acknowledgements, representations and
agreements on behalf of each account. |
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4. |
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(a) Amkor agrees that if requested by the Acquiring Parties (including
transferees thereof bound by the terms of this Agreement) holding a majority of the
Notes (or shares of Common Stock issued upon conversion of the Notes) at any time
after the first anniversary of the original issuance of the Notes, Amkor will use
reasonable efforts to register, as soon as practicable after the receipt of such
notice, the resale of those Notes held by any Acquiring Party (or a transferee thereof
bound by the terms of this Agreement) that continue to be held by affiliates of the
Amkor (and any shares issued upon conversion thereof) on a Shelf Registration Statement
and to keep such Registration Statement effective and available for effecting resales
by such holders until the earlier of (i) such time as such Notes or Common Stock have
been sold pursuant to an effective registration statement or Rule 144 and (ii) four
years from the last date of original issuance of any of the Notes, subject to
suspension of any such sales during periods when trading is suspended under the Amkors
board approved trading policy (unless otherwise agreed by Amkor) and upon the
occurrence of material events with respect to Amkor not yet fully disclosed in filings
incorporated by reference in the registration statement. Amkor shall be obligated to
honor only one demand made pursuant to this Section 4(a). |
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(b) Amkor and the Holders will provide to each other all cooperation as may be
reasonably necessary, and shall deliver such instruments, documents or agreements or
information, and shall take such actions, as either may reasonably request in order
to facilitate the filing and effectiveness of the Shelf Registration Statement and
the intent and purposes of this Section 4. |
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(c) (i) Amkor agrees to indemnify, to the extent permitted by law, each Holder of
Registrable Securities and their officers, directors, managers, members, partners
and each other Person who controls such Holder (within the meaning of the Securities
Act), as applicable, against all losses, claims, damages, liabilities and expenses
caused by any untrue or alleged untrue statement of material fact contained in any
Shelf Registration Statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in any information
furnished in writing to Amkor by such Holder expressly for use therein or by such
holders failure to deliver a copy of the Shelf Registration Statement or prospectus
or any amendments or supplements thereto after Amkor has furnished such Holder with
a sufficient number of copies of the same. |
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(ii) Each Holder agrees to indemnify, to the extent permitted by law, Amkor and its
officers and directors, as applicable, against all losses, claims, damages,
liabilities and expenses caused by any untrue or alleged untrue statement of
material fact contained in any Shelf Registration Statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, solely to the extent the
same are caused by or contained in any information furnished in writing to Amkor by
such Holder expressly for use therein. |
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(iii) A person entitled to indemnification hereunder (the indemnified party)
shall (A) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt
notice shall not impair any indemnified partys right to indemnification hereunder
to the extent such failure has not prejudiced the indemnifying party) and (B) unless
in such indemnified partys reasonable judgment a conflict of interest between such
indemnified party and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party shall not be subject to any liability for any settlement made by
the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects not
to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such indemnifying
party with respect to such claim, unless in the reasonable judgment of any
indemnified party a conflict of interest may exist between such indemnified party
and any other of such indemnified parties with respect to such claim. |
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(iii) The indemnification provided for under this agreement shall remain in full
force and effect regardless of any investigation made by or on behalf of the
indemnified party or any officer, director, manager, member, partner or controlling
person of such indemnified party and shall survive the transfer of securities.
Amkor also agrees to make such provisions, as are reasonably requested by any
indemnified party, for contribution to such party in the event the Amkors
indemnification is unavailable for any reason. Such provisions shall provide that
the liability amongst the various persons shall be allocated in such proportion as
is appropriate to reflect the relative fault of the such persons in connection with
the statements or omissions which resulted in losses (the relative fault being
determined by reference to, among other things, which person supplied the
information giving rise to untrue statement or omission and each persons relative
intent, knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission) and, only if such allocation is not respected at law,
would other equitable considerations, such as the relative benefit received by each
person from the sale of the securities, be taken into consideration. |
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(d) So long as a Holder is an Affiliate of Amkor, such Holder shall not transfer
or sell any of its Registrable Securities pursuant to the Shelf Registration
Statement at any time when either (i) any blackout period under Amkors insider
trading policy is in effect and applicable to all executive officers of Amkor or
(ii) such Holder is in possession of any material non-public information with
respect to Amkor. |
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(h) Amkor will use its reasonable efforts to minimize the occurrence and duration
of the periods during which the use of the Shelf Registration Statement is
suspended. |
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5. |
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As used herein, the following terms have the following meanings: |
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Commission means the Securities and Exchange Commission. |
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Holder means a holder of Registrable Securities. |
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Prospectus means the prospectus included in a Shelf Registration Statement,
including any preliminary prospectus, and any such prospectus as amended or
supplemented by any |
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prospectus supplement, including any such prospectus supplement with respect to the
terms of the offering of any portion of the Registrable Securities covered by a
Shelf Registration Statement, and by all other amendments and supplements to a
prospectus, including post-effective amendments, and in each case including all
material incorporated by reference therein. |
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Registrable Securities means Notes (and any shares of Common Stock issued upon
conversion thereof) that are held by any Acquiring Party or any transferee thereof
to the extent such holder is an affiliate of the Company under Rule 144;
provided that the Notes (and any shares of Common Stock issued upon
conversion thereof) shall cease to be Registrable Securities upon the earliest of
(i) such time as such Notes (or Common Stock issued upon conversion thereof) have
been sold pursuant to an effective registration statement (including the Shelf
Registration Statement) or (ii) with respect to any Note, such Note is no longer
outstanding. |
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Rule 144 means Rule 144 promulgated under the Securities Act, and any successor
rule thereto. |
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Shelf Registration Statement means a shelf registration statement of Amkor
pursuant to the provisions of Section 4 hereof which covers some or all of the Notes
and the Common Stock issuable upon conversion of the Notes on an appropriate form
under Rule 415 under the Securities Act, or any similar rule that may be adopted by
the Commission, amendments and supplements to such registration statement, including
post-effective amendments, in each case including the prospectus contained therein,
all exhibits thereto and all material incorporated by reference therein. |
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6. |
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Amkor shall reimburse Mr. James J. Kim for the reasonable legal fees and
expenses incurred by Mr. Kim in connection with the negotiation and purchase of the
Notes by Mr. Kim and/or any other Acquiring Party. |
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7. |
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This agreement shall terminate and be of no further force and effect upon the
termination of Letter Agreement. |
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8. |
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The agreement shall be binding upon and shall inure to the benefit of the
parties hereto, and their respective successors and permitted assigns, and no other
person shall have any rights or obligations hereunder. If any transferee of any Holder
shall acquire Registrable Securities, in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all of the terms of
this agreement, and such person shall enter into a written agreement with Amkor
agreeing to be bound by and to perform all of the terms and provisions of this
agreement, including the restrictions on resale set forth in this agreement and, if
applicable, the Purchase Agreement or the Indenture, and upon execution of such written
agreement the such person shall be entitled to receive the benefits hereof. |
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9. |
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Amkor and each of the Acquiring Parties hereby agrees and acknowledges that any
claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in
any way relating to this agreement (a Claim) may be commenced, prosecuted or
continued in any court of the State of New York located in the City and County of New
York or in the United States District Court for the Southern District of New York,
which courts shall have jurisdiction over the adjudication of such matters, and each
Acquiring Party consents to the non-exclusive jurisdiction of such courts and personal
service with respect |
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thereto and waives any objection to such venue. Each party hereto waives any right
to trial by jury in any action, claim, suit or proceeding with respect to the
matters contained herein. Each of the Acquiring Parties agrees that a final
judgment in any such action, proceeding or counterclaim brought in any such court
shall be conclusive and binding upon such Acquiring Party and may be enforced in any
other courts to the jurisdiction of which such Acquiring Party is or may be subject,
by suit upon such judgment. |
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10. |
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This agreement constitutes the full and entire understanding and agreement
between the parties hereto with regard to the subject matter hereof and supersedes all
prior oral or written (and all contemporaneous oral) agreements or understandings with
respect to the subject matter hereof. |
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11. |
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THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS OF THE STATE
OF NEW YORK. |
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12. |
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This agreement may be executed in multiple counterpart copies, each of which
shall be considered an original and all of which shall constitute one and the same
instrument binding on all the parties, notwithstanding that all parties are not
signatories to the same counterpart. |
Capitalized terms used herein and not defined shall have the meanings given to such terms in
the Letter Agreement.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, each of the undersigned has signed this letter on the date set forth above
and in the capacity indicated.
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/s/ James J. Kim |
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James J. Kim |
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915 INVESTMENTS, LP
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/s/ James J. Kim |
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By: |
James J. Kim |
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Title: |
General Partner |
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Accepted and Agreed:
AMKOR TECHNOLOGY, INC.
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By: |
/s/
Joanne Solomon |
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Name: |
Joanne Solomon |
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Title: |
Corporate Vice President and
Chief Financial
Officer |
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EX-10.5
Exhibit 10.5
FORM OF NOTE
[Include the following legend for Global Securities only (the Global Securities Legend):]
THIS IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY
THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS CONVERTIBLE SENIOR
SUBORDINATED NOTE FOR ALL PURPOSES.
[As part of the Global Securities Legend, include the following legend on all Global
Securities for which DTC is to be the Depositary:]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (DTC), TO AMKOR TECHNOLOGY, INC. (THE COMPANY)
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY THE AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OR DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED
FORM IN THE CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OR SUCH SUCCESSOR DEPOSITARY.
[Include the following legend on all Notes that are Restricted Notes other than Affiliate
Notes (the Restricted Securities Legend):]
THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1)
REPRESENTS THAT IT AND ANYACCOUNT FOR WHICH IT IS ACTING IS A QUALIFIED INSTITUTIONAL BUYER
(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND
1
THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES
FOR THE BENEFIT OF AMKOR TECHNOLOGY, INC. (THE COMPANY) THAT IT WILL NOT OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS
THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME
AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, AND (Y)
SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY OR ANY OF
ITS SUBSIDIARIES, OR (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT, OR (C) TO A PERSON YOU REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER (A
QIB) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QIB AND TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.
PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (D) ABOVE (OTHER THAN A
TRANSFER PURSUANT TO RULE 144), THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE
DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN
ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
[Include the following legend on all Notes that are Affiliate Notes (the Affiliate Security
Legend):]
THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT
OF AMKOR TECHNOLOGY, INC. (THE COMPANY) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X)
ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY
RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER (PROVIDED THAT, IN THE CASE
OF ANY SALE, PLEDGE OR OTHER TRANSFER PURSUANT TO THIS CLAUSE (X), SO LONG AS THIS SECURITY OR SUCH
COMMON STOCK CONSTITUTES A RESTRICTED SECURITY AS DEFINED IN RULE 144, SUCH SALE, PLEDGE OR
2
TRANSFER SHALL BE DONE IN COMPLIANCE WITH RULE 144), AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAW, EXCEPT:
(A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR
(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES
ACT, OR
(C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PROVIDED THAT ANY TRANSFEREE SHALL AGREE IN WRITING, SATISFACTORY TO THE
COMPANY, TO BE BOUND BY THE FOREGOING RESTRICTIONS; OR
(D) A PLEDGE TO AN AFFILIATE OF THE HOLDER SO LONG AS SUCH PLEDGEE AGREES IN WRITING TO BE
BOUND BY THE TRANSFER RESTRICTIONS SET FORTH IN THIS LEGEND AND IN THE AGREEMENT, DATED
MARCH 26, 2009, AMONG JAMES J. KIM, 915 INVESTMENTS, LP AND THE COMPANY.
PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (C) ABOVE, THE COMPANY AND THE
TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER
EVIDENCE AS MAY BE REASONABLY REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING
MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION
IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.
3
[FORM OF FACE OF NOTE]
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No. [ ]
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CUSIP: |
$[ ]
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ISIN: |
6.00% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2014
AMKOR TECHNOLOGY, INC., a Delaware corporation (together with its successors and assigns, the
Company), promises to pay to [ ], or registered assigns, the principal sum
of [ ] Dollars ($[ ]) [If the Note is Global Security, add the
following: , as revised by the Schedule of Exchanges of Interest in Global Security attached
hereto], on April 15, 2014.
Interest Payment Dates: April 15 and October 15, commencing October 15, 2009.
Regular Record Dates: April 1 and October 1
Dated: [ ]
Additional provisions of this Note are set forth on the other side of this Note.
4
IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by a
duly authorized officer.
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AMKOR TECHNOLOGY, INC.
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By: |
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Name: |
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Title: |
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Trustees Certificate of Authentication:
This is one of the Notes described in the
within-mentioned Indenture:
U.S. BANK NATIONAL ASSOCIATION, as Trustee
5
[FORM OF REVERSE SIDE OF NOTE]
AMKOR TECHNOLOGY, INC.
6.00% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2014
Capitalized terms used by not defined herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.
1. INTEREST. Amkor Technology, Inc., a Delaware corporation (the Company), promises
to pay interest on the principal amount of this Note at the rate per annum shown above; provided
that such rate may be increased from time to time as provided in the Indenture, including Sections
4.10 and 6.02(b) thereof. The Company will pay interest semi-annually in arrears on April 15 and
October 15 of each year, beginning October 15, 2009. Interest on the Notes will accrue from the
most recent Interest Payment Date to which interest has been paid or, if no interest has been paid,
from April 1, 2009. Interest, if any, will be computed on the basis of a 360-day year composed of
twelve 30-day months. The Company shall pay any increased interest required to be paid by it
pursuant to Section 4.10 and Section 6.02(b) of the Indenture in the manner and on the dates
otherwise provided herein for the payment of interest.
2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest)
to the Person in whose name each Note is registered at the close of business on the April 1 or
October 1 immediately preceding the relevant Interest Payment Date (each a Regular Record
Date) (other than with respect to a Note or portion thereof repurchased in connection with a
Designated Event on a repurchase date, during the period from the close of business on a Regular
Record Date to (but excluding) the next succeeding Interest Payment Date, in which case accrued
interest shall be payable (unless such Note or portion thereof is converted) to the Holder of the
Note or portion thereof repurchased in accordance with the applicable repurchase provisions of the
Indenture). A Holder must surrender Notes to a Paying Agent to collect principal payments. The
Company will pay the principal of, and interest on the Notes at the office or agency of the Company
maintained for such purpose, in money of the United States that at the time of payment is legal
tender for payment of public and private debts. Until otherwise designated by the Company, the
Companys office or agency maintained for such purpose will be the principal Corporate Trust Office
of the Trustee (as defined below). However, the Company may pay principal, and interest by check
payable in such money, and may mail such check to the Holders of the Notes at their respective
addresses as set forth in the Register of Holders of Notes.
Payments in respect of Notes represented by a Global Security (including principal and
interest) will be made by the transfer of immediately available funds to the accounts specified by
the Depositary. The Company will make all payments in respect of a Definitive Security (including
principal and interest) by mailing a check to the registered address of each Holder thereof as set
forth in the Note Register; provided, however, that payments on the Notes may also be made, in the
case of a Holder of at least $2,000,000 aggregate principal amount of Notes, by wire transfer to a
U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 15 days
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immediately preceding the relevant Record Date (or such other date as the Trustee may accept
in its discretion).
3. PAYING AGENT AND REGISTRAR. U.S. Bank National Association (together with any successor
Trustee under the Indenture referred to below, the Trustee), will act as Paying Agent,
Conversion Agent and Registrar. The Company may change the Paying Agent, Conversion Agent,
Registrar or co-registrar without prior notice. Subject to certain limitations in the Indenture,
the Company or any of its subsidiaries may act in any such capacity.
4. INDENTURE. The Company issued the Notes under an Indenture dated as of April 1, 2009 (the
Indenture) between the Company and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture
Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the TIA) as in effect on the Issue
Date. The Notes are subject to, and qualified by, all such terms, certain of which are summarized
hereon, and Holders are referred to the Indenture and the TIA for a statement of such terms.
However, to the extent any provision of any Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The Company will
furnish to any Holder upon written request and without charge a copy of the Indenture. Requests
may be made to: Chief Financial Officer, Amkor Technology, Inc., 1900 Price Road, Chandler, Arizona
85286.
5. DESIGNATED EVENT. Upon a Designated Event, the Company shall make a Designated Event Offer
to repurchase all outstanding Notes at a price equal to 100.0% of the aggregate principal amount of
the Notes, plus accrued and unpaid interest to, but excluding, the date of repurchase, such offer
to be made as provided in the Indenture. To accept the Designated Event Offer, the Holder hereof
must comply with the terms thereof, including surrendering this Note, with the Option of
Holder to Elect Repurchase portion hereof completed, to the Company, a depositary, if
appointed by the Company, or a Paying Agent, at the address specified in the notice of the
Designated Event Offer mailed to Holders as provided in the Indenture, prior to termination of the
Designated Event Offer.
If there shall occur a Designated Event that constitutes a Change of Control, the Company
shall pay a Make Whole Premium upon conversion of a Note in certain circumstances as
described in the Indenture.
6. SUBORDINATION. The Companys payment of the principal of, and interest on the Notes is
subordinated to the prior payment in full of the Companys Senior Debt as set forth in the
Indenture. Each Holder by his or her acceptance hereof covenants and agrees that all payments of
the principal of, and interest on the Notes by the Company shall be subordinated in accordance with
the provisions of Article XI of the Indenture, and each Holder accepts and agrees to be bound by
such provisions. The Company agrees, and each Holder by accepting a Note agrees, that the
indebtedness evidenced by the Note is equal in right of payment to the Existing Pari Passu
Indebtedness.
7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. As a
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condition of transfer, the Registrar and the Trustee may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and the Company may require a Holder to
pay any taxes and fees required by law or permitted by the Indenture. The Company or the Registrar
need not exchange or register the transfer of any Note or portion of a Notes submitted for
repurchase.
8. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all
purposes.
9. AMENDMENTS AND WAIVERS. Subject to certain exceptions set forth in the Indenture, (i) the
Company and the Trustee may amend the Indenture or the Notes with the written consent of the
Holders of at least a majority in principal amount of the then outstanding Notes held by Persons
other than an Affiliated Entity (including consents obtained in connection with tender offer or
exchange offer for Notes) and (ii) any existing default may be waived with the consent of (x) with
respect to an acceleration of the Notes initiated by the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Non-Affiliate Notes, by Holders of a majority in
aggregate principal amount of the then outstanding Non-Affiliate Notes, or (y) with respect to an
acceleration of the Notes initiated by a 50% Affiliated Holder, by any Affiliated Entity that
beneficially owns at least 50% in aggregate principal amount of the then-outstanding Notes.
The Company and the Trustee may amend the Indenture or the Notes without notice to or the
consent of any Holder of a Note to: (i) cure any ambiguity or correct or supplement any defective
or inconsistent provision contained in the Indenture or make any other changes in the provisions of
the Indenture which the Company and the Trustee may deem necessary or desirable provided such
amendment does not materially and adversely affect the rights of the Holders; (ii) provide for
uncertificated Notes in addition to or in place of certificated Notes; (iii) evidence the
succession of another Person to the Company and provide for the assumption by such successor of the
covenants and obligations of the Company thereunder and in the Notes as permitted by Section 5.01
of the Indenture; (iv) provide for conversion rights and/or repurchase rights of Holders in the
event of consolidation, merger or sale of all or substantially all of the assets of the Company as
required to comply with Sections 5.01 and/or 12.06 of the Indenture; (v) increase the Conversion
Rate; (vi) make any changes that would provide the Holders with any additional rights or benefits
to Holders or that does not adversely affect the legal rights under the Indenture of any such
Holder; or (vii) comply with the requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the TIA.
Without the consent of each Holder of a Note affected (including any Notes of a Holder that is
an Affiliated Entity), an amendment or waiver under Section 9.02 of the Indenture may not (with
respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes
whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of, any
Designated Event Payment in respect of (including any Make Whole Premium payable), or change the
fixed maturity of, any Note; (iii) reduce the rate of, or change the time for payment of, interest
on any Note including defaulted interest, if any; (iv) waive a Default or Event of Default in the
payment of principal of or interest on the Notes (except a rescission of acceleration of the Notes
as provided in Section 6.02 of the Indenture); (v) make any Note payable in money other than as
provided for in the Indenture and in the Notes; (vi) make any
8
change in the provisions of the Indenture relating to waivers of past Defaults or Events of
Default or the rights of Holders to receive payments of principal of, or interest or the Notes;
(vii) except as permitted by the Indenture (including Section 9.01(a) thereof), reduce the
Conversion Rate or modify the provisions contained in the Indenture relating to conversion of the
Notes in a manner adverse to the Holders thereof; or (viii) make any change to the abilities of
Holders to enforce their rights under the Indenture or the provisions of clauses (i) through
(viii).
In addition, any amendment to Article XI of the Indenture shall require, if such amendment
would adversely affect the rights of Holders of the Notes, the consent of (i) at least 75% in
aggregate principal amount of the Notes then outstanding and (ii) at least 75% in aggregate
principal amount of the Notes then outstanding (other than those held by an Affiliated Entity.
10. DEFAULTS AND REMEDIES. An Event of Default with respect to any Notes occurs if:
(i) the Company defaults in the payment of principal of the Notes when due at maturity, upon
repurchase, upon acceleration or otherwise, whether or not such payment is prohibited by the
subordination provisions set forth in Article XI of the Indenture; or (ii) the Company defaults in
the delivery when due of all Common Stock deliverable upon conversion with respect to the Notes,
which default continues for five days; or (iii) the Company defaults in the payment of any
installment of interest on the Notes when due, whether or not such payment is prohibited by the
subordination provisions set forth in Article XI of the Indenture, including any interest payable
in connection with a repurchase pursuant to Section 4.06 or pursuant to Section 4.10 of the
Indenture, and continuance of such default for 30 days or more; or (iv) the Company defaults (other
than a default set forth in clauses (i), (ii) and (iii) above and clauses (v) and (vi) below) in
the performance of, or breaches, any other covenant of the Company set forth in the Indenture or
the Notes and fails to remedy such default or breach within a period of 60 days after the receipt
of written notice (Notice) from the Trustee or the Holders of either (a) at least 25% in
aggregate principal amount of the then outstanding Non-Affiliate Notes or (b) a 50% Affiliated
Holder; or (iv) the Company defaults in the payment of the Designated Event Payment in respect of
the Notes on the Designated Event Payment Date, whether or not such payment is prohibited by the
subordination provisions set forth in Article XI of the Indenture; or (v) the Company fails to
provide timely notice of any Designated Event in accordance with Section 4.06 of the Indenture; or
(vi) failure of the Company or failure of any Material Subsidiary to make any payment at maturity,
including any applicable grace period, in respect of indebtedness for borrowed money of, or
guaranteed or assumed by, the Company or any Material Subsidiary, which payment is in an amount in
excess of $20,000,000, and continuance of such failure for 30 days after receipt of Notice; or
(vii) default by the Company or default by any Material Subsidiary with respect to any indebtedness
referred to in clause (vi) above, which default results in the acceleration of any such
indebtedness of an amount in excess of $20,000,000 without such indebtedness having been paid or
discharged or such acceleration having been cured, waived, rescinded or annulled for 30 days after
receipt of Notice; or (viii) certain events involving bankruptcy, insolvency or reorganization of
the Company or any Material Subsidiary. If an Event of Default occurs and is continuing, (i) the
Trustee,(by written notice to the Company); (ii) the Holders of at least 25% in aggregate principal
amount of the then-outstanding Notes that are not held by an Affiliated Entity, by written notice
to the Company and the Trustee, or (iii), a 50% Affiliated Holder, by written notice to the Company
and the Trustee, may declare the unpaid principal of, and accrued and unpaid interest, on all
9
Notes then outstanding to be due and payable immediately, except that in the case of an Event
of Default arising from certain events of bankruptcy, insolvency, or reorganization with respect to
the Company all outstanding Notes become due and payable without further action or notice. Holders
of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require an indemnity satisfactory to it before it enforces the Indenture or the Notes.
Subject to certain limitations, Holders of a majority in principal amount of the then outstanding
Notes that are not held by an Affiliated Entity may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders notice of any continuing default (except a default
in payment of principal, or interest, if applicable) if it determines that withholding notice is in
their interests. The Company must furnish an annual compliance certificate to the Trustee.
11. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee or any of its Affiliates, in their
individual or any other capacities, may make or continue loans to or guaranteed by, accept deposits
from and perform services for the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates as if it were not Trustee.
12. NO RECOURSE AGAINST OTHERS. No director, officer, employee or stockholder, as such, of
the Company shall have any liability for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the Notes.
13. AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.
14. ABBREVIATIONS. Customary abbreviations may be used in the name of a holder or an
assignee, such as: TEN CO = tenants in common, TEN ENT = tenants by the entireties, JT TEN = joint
tenants with right of survivorship and not as tenants in common, CUST = Custodian and U/G/M/A =
Uniform Gifts to Minors Act.
15. CONVERSION. Subject to and upon compliance with the provisions of the Indenture, the
registered Holder of this Note has the right at any time on or before the close of business on the
last Trading Day prior to the Maturity Date (or in case this Note or any portion hereof is subject
to a duly completed election for repurchase, on or before the close of business on the Designated
Event Offer Termination Date (unless the Company defaults in payment due upon repurchase)) to
convert each $1,000 principal amount of notes into 330.6332 shares of common stock of the Company
(Common Stock), as adjusted from time to time as provided in the Indenture, including
with respect to the Make Whole Premium (the Conversion Rate), upon surrender of this Note
to the Company at the office or agency maintained for such purpose (and at such other offices or
agencies designated for such purpose by the Company), accompanied by written notice of conversion
duly executed (and if the shares of Common Stock to be issued on conversion are to be issued in any
name other than that of the registered Holder of this Note by instruments of transfer, in form
satisfactory to the Company, duly executed by the registered Holder or its duly authorized
attorney) and, in case such surrender shall be made during the period from the close of business on
the Regular Record Date immediately preceding any Interest Payment Date through the close of
business on the last Trading Day immediately
10
preceding such Interest Payment Date, also accompanied by payment, in funds acceptable to the
Company, of an amount equal to the interest, otherwise payable on such Interest Payment Date on the
principal amount of this Note then being converted, provided, however, that no such payment need be
made if the Notes are surrendered for conversion on or after the final Regular Record Date.
Subject to the aforesaid requirement for a payment in the event of conversion after the close of
business on a Regular Record Date immediately preceding an Interest Payment Date, no adjustment
shall be made on conversion for interest accrued hereon or for dividends on Common Stock delivered
on conversion. The right to convert this Note is subject to the provisions of the Indenture
relating to conversion rights in the case of certain consolidations, mergers, or sales or transfers
of substantially all the Companys assets.
The Company shall not issue fractional shares or scrip representing fractions of shares of
Common Stock upon any such conversion, but shall make an adjustment therefore in cash based upon
the current market price of the Common Stock on the last Trading Day prior to the date of
conversion or, in lieu of making such cash payment, the Company may elect to round up to the next
whole share the number of shares of Common Stock to be issued to the Holder of this Note upon
conversion.
16. DESIGNATED SENIOR DEBT. This Note shall be Designated Senior Debt for purposes
of the indenture governing the Companys 6.25% Convertible Subordinated Notes due 2013.
17. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.
The Company will furnish to any Holder upon written request and without charge to the Holder a
copy of the Indenture which has in it the text of this Note in larger type. Requests may be made
to the Company at the address set forth for notice in the Indenture.
11
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY
The following exchanges of a part of this Global Security for an interest in another Global
Security or for a Definitive Security, or exchanges of a part of another Global Security or
Definitive Security for an interest in this Global Security, have been made:
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Date of Transfer
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Amount of Decrease
in Principal Amount
of this Global
Security
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Amount of Increase
in Principal Amount
of this Global
Security
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Principal Amount of
this Global Security
following such
increase or decrease
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Signature of
Authorized
Signatory of Trustee
or Registrar |
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12
FORM OF CONVERSION NOTICE TO: AMKOR TECHNOLOGY, INC.
The undersigned registered owner of the Note hereby irrevocably exercises the option to
convert this Note, or portion hereof (which is $1,000 or an integral multiple thereof) below
designated, into shares of Common Stock of Amkor Technology, Inc. in accordance with the terms of
the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon
the conversion, together with any check in payment for fractional shares and Notes representing any
unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless
a different name has been indicated below. If shares or any portion of this Note not converted are
to be issued in the name of a Person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on
account of interest and taxes accompanies this Note.
Dated:
Fill in for registration of shares if to be delivered, and Notes if to be issued, other than to and
in the name of the registered Holder:
(Please Print):
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(City, State and Zip Code)
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Signature Guarantee: |
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Signature (s) |
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Principal amount to be converted (if less than all):
$ ,000
Social Security or other Taxpayer Identification Number
Date:
[Medallion Signature Guarantee:
[Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers,
savings and loan associations and credit unions) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be
issued, or Notes are to be delivered, other than to and in the name of the registered holder(s).
Medallion Signature Guarantees will be required for Definitive Securities.]
13
ASSIGNMENT FORM
To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to
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(Insert assignees social security or tax I.D. no.)
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(Print or type assignees name, address and zip code) |
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and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
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Your Signature: |
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(Sign exactly as your name appears on the other side of
this Note)
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Medallion Signature Guarantee: |
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[FOR INCLUSION ONLY IF THIS CONVERTIBLE SUBORDINATED NOTE BEARS AN AFFILIATE SECURITIES LEGEND ]
In connection with any transfer of any of the Convertible Subordinated Notes evidenced by this
certificate which are restricted securities (as defined in Rule 144 (or any successor thereto)
under the Securities Act), the undersigned confirms that the Convertible Subordinated Notes are
being transferred:
CHECK ONE BOX BELOW
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o to the Company or one of its subsidiaries; or |
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(2) |
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o pursuant to an exemption from registration under the
Securities Act of 1933 provided by Rule 144 thereunder. |
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(3) |
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o pursuant to an shelf registration statement of the
Company that has been declared effective under the Securities Act of 1933, in
connection with such transfer. |
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(4) |
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o to Persons who agree to be bound by the restrictions
applicable to such Holders for so long as such transferred securities
constitutes restricted securities. |
Unless one of the boxes is checked, the Registrar will refuse to register any of the Convertible
Subordinated Notes evidenced by this certificate in the name of any Person other than the
registered Holder thereof; provided, however, that if box (2) is checked, the Trustee may require,
prior to registering any such transfer of the Convertible Subordinated Notes, such certifications
14
and other information, including legal opinions, as the Company has reasonably requested in
writing, by delivery to the Trustee of a standing letter of instruction, to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933.
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Your Signature: |
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(Sign exactly as your name appears on the
other side of this Convertible Subordinated Note) |
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Medallion Signature Guarantee: |
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[FOR INCLUSION ONLY IF THIS CONVERTIBLE SUBORDINATED NOTE BEARS A RESTRICTED SECURITIES LEGEND ]
In connection with any transfer of any of the Convertible Subordinated Notes evidenced by this
certificate which are restricted securities (as defined in Rule 144 (or any successor thereto)
under the Securities Act), the undersigned confirms that the Convertible Subordinated Notes are
being transferred:
CHECK ONE BOX BELOW
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(1) |
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o to the Company or one of its subsidiaries; or |
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(2) |
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o pursuant to and in compliance with Rule 144A under the
Securities Act of 1933; or |
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(3) |
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o pursuant to an exemption from registration under the
Securities Act of 1933 provided by Rule 144 thereunder. |
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(4) |
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o pursuant to an shelf registration statement of the
Company that has been declared effective under the Securities Act of 1933, in
connection with the transfer of such shares of Common Stock . |
Unless one of the boxes is checked, the Registrar will refuse to register any of the Convertible
Subordinated Notes evidenced by this certificate in the name of any Person other than the
registered Holder thereof; provided, however, that if box (2) or (3) is checked, the Trustee may
require, prior to registering any such transfer of the Convertible Subordinated Notes, such
certifications and other information, and if box (3) is checked such legal opinions, as the Company
has reasonably requested in writing, by delivery to the Trustee of a standing letter of
instruction, to confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act of 1933; provided
that this paragraph shall not be applicable to any Convertible Subordinated Notes which are not
restricted securities (as defined in Rule 144 (or any successor thereto) under the Securities
Act).
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Your Signature: |
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(Sign exactly as your name appears on the
other side of this Convertible Subordinated Note)
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15
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Medallion Signature Guarantee: |
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16
OPTION OF HOLDER TO ELECT REPURCHASE
If you wish to have this Note repurchased by the Company pursuant to Section 4.06 of the
Indenture, as the case may be, check the box: o
If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.06
of the Indenture, state the amount (in multiples of $1,000): $ .
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Your Signature: |
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(Sign exactly as your name appears on the other side of
this Note)
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Medallion Signature Guarantee: |
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17
EX-99.1
Schedule
13D/A
EXHIBIT 99.1
This Third Amended and Restated Agreement made by the undersigned persons certifies that each
undersigned person agrees that the statement on Schedule 13D/A, and all amendments thereto, to
which this Exhibit 99.1 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:
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James J. Kim |
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Agnes C. Kim |
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John T. Kim |
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David D. Kim, as Trustee |
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John T. Kim, as Trustee |
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Susan Y. Kim, as Trustee |
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David D. Kim Trust of 12/31/87 |
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John T. Kim Trust of 12/31/87 |
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Susan Y. Kim Trust of 12/31/87 |
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Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit of
Alexandra Kim Panichello |
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Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit of
Jacqueline Mary Panichello |
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Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit of
Dylan James Panichello |
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Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello
dated 10/3/94 |
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Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello dated
12/24/92 |
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Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello dated
10/15/01 |
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Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim dated 10/15/01 |
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Irrevocable Deed of Trust of James J. Kim FBO Jason Lee Kim dated 11/17/03 |
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Irrevocable Deed of Trust of James J. Kim f/b/o Children of David D. Kim
dated 11/11/05 |
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James J. Kim 2008 Trust FBO Alexandra Kim Panichello and Descendants dated
2/5/08 |
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James J. Kim 2008 Trust FBO Jacqueline Mary Panichello and Descendants dated
2/5/08 |
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James J. Kim 2008 Trust FBO Dylan James Panichello and Descendants dated
2/5/08 |
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James J. Kim 2008 Trust FBO Descendants of John T. Kim dated 2/5/08 |
1
Schedule
13D/A
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James J. Kim 2008 Trust FBO Descendants of David D. Kim dated 2/5/08 |
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James J. Kim 2008 Qualified Annuity Trust dated 11/14/08; |
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The James & Agnes Kim Foundation, Inc.; and |
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915 Investments, LP. |
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.
Dated:
April 15, 2009
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/s/ James J. Kim
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James J. Kim |
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/s/ Agnes C. Kim
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Agnes C. Kim |
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/s/ John T. Kim
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John T. Kim |
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/s/ David D. Kim
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David D. Kim, as Trustee |
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/s/ John T. Kim
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John T. Kim, as Trustee |
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/s/ Susan Y. Kim
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Susan Y. Kim, as Trustee |
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David D. Kim Trust of 12/31/87
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By:
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/s/ David D. Kim
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David D. Kim, as Trustee |
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John T. Kim Trust of 12/31/87 |
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By:
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/s/ John T. Kim_ |
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John T. Kim, as Trustee |
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Susan Y. Kim Trust of 12/31/87 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Kim Panichello |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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2
Schedule
13D/A
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Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline Mary Panichello |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan James Panichello |
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By
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello dated 10/3/94 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello dated 12/24/92 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello dated 10/15/01 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim dated 10/15/01 |
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By:
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/s/ John T. Kim |
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John T. Kim, as Trustee |
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Irrevocable Deed of Trust of James J. Kim FBO Jason Lee Kim dated 11/17/03 |
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By:
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/s/ John T. Kim |
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John T. Kim, as Trustee |
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Irrevocable Deed of Trust of James J. Kim f/b/o Children of David D. Kim dated 11/11/05 |
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By:
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/s/ David D. Kim |
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David D. Kim, as Trustee |
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James J. Kim 2008 Trust FBO Alexandra Kim Panichello and Descendants dated 2/5/08 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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James J. Kim 2008 Trust FBO Jacqueline Mary Panichello and Descendants dated 2/5/08 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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3
Schedule
13D/A
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James J. Kim 2008 Trust FBO Dylan James Panichello and Descendants dated 2/5/08 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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James J. Kim 2008 Trust FBO Descendants of John T. Kim dated 2/5/08 |
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By:
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/s/ John T. Kim |
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John T. Kim, as Trustee |
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James J. Kim 2008 Trust FBO Descendants of David D. Kim dated 2/5/08 |
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By:
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/s/ David D. Kim |
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David D. Kim, as Trustee |
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James J. Kim 2008 Qualified Annuity Trust dated 11/14/08 |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Trustee |
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The James and Agnes Kim Foundation, Inc. |
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By:
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/s/ Susan Y. Kim |
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Susan Y. Kim, as Secretary |
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915 Investments, LP |
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By:
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/s/ James J. Kim |
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James J. Kim, as general partner |
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