<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-K
----------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
MAY 2, 2000
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
AMKOR TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
0-29472 23-1722724
COMMISSION FILE NUMBER (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
1345 ENTERPRISE DRIVE
WEST CHESTER, PA 19380
(610) 431-9600
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
On May 2, 2000, Amkor Technology, Inc. ("Amkor"), through a wholly-owned
subsidiary, Amkor Technology Korea, Inc. ("Amkor Korea"), completed an
acquisition of three semiconductor packaging and test facilities, known as K1,
K2 and K3, located in Korea from Anam Semiconductor, Inc. ("ASI"). On May 12,
2000, the company filed a current report on Form 8-K related to the acquisition
which incorporated by reference pro forma financial information as of and for
the year ended December 31, 1999. Filed herein is pro forma financial
information as of and for the three months ended March 31, 2000.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA OF AMKOR
The unaudited pro forma consolidated balance sheet as of March 31, 2000
appearing below gives effect to the following transactions as if they had
occurred on March 31, 2000:
- our $410.0 million private placement of our common stock;
- our incurrence of $750.0 million of new secured bank debt;
- our acquisition of K1, K2 and K3 for $950.0 million;
- our $459.0 million equity investment in ASI;
- ASI's use of the net proceeds from its sale of K1, K2 and K3 and our
investment, principally to repay outstanding debt; and
- the expected conversion of 150 billion Korean won (approximately $132
million) of ASI's debt to equity by ASI's creditor banks.
The unaudited pro forma consolidated income statement gives effect to
the above transactions and the following historical transactions for the three
months ended March 31, 2000 appearing below as if they occurred on January 1,
1999:
- our sale of $258.75 million of 5% Convertible Subordinated Notes due
2007.
The unaudited pro forma consolidated financial information appearing
below is not necessarily indicative of the results of operations and financial
condition that we would have achieved if the transactions described above had
actually been consummated on such dates, nor are they necessarily indicative of
the future results and financial condition we will achieve. Accordingly, our
future results and financial condition could vary significantly from the
unaudited pro forma consolidated financial information appearing below.
We have used the purchase method of accounting in accordance with APB
Opinion No. 16 "Business Combinations" to prepare the accompanying unaudited pro
forma consolidated financial information. Under this method of accounting, we
allocated the $950.0 million aggregate purchase price of K1, K2 and K3, to
specific assets acquired based on their estimated fair values. The purchase
price does not include the estimated $30.9 million transaction fees and expenses
incurred in connection with our acquisition of K1, K2 and K3 and the related
financing. The balance of the purchase price for K1, K2 and K3 represents the
excess of cost over net assets acquired. We have estimated the preliminary fair
value of K1, K2 and K3 assets based primarily on our knowledge of this business
and on information furnished by ASI. We will determine the final allocation of
the purchase price based upon the receipt of an appraisal. Accordingly, we may
not finalize purchase accounting adjustments for up to one year after the
closing of our acquisition of K1, K2 and K3.
We have used the equity method of accounting in accordance with APB
Opinion No. 18 to prepare the accompanying unaudited pro forma financial
information to give effect to our investment in ASI. Under this method of
accounting, our investment in ASI is carried at cost plus or minus our equity in
all increases or decreases in the investee's net assets after the date of
investment. Under the equity method, net income and stockholders' equity of the
investor should be the same as if the investor fully consolidated the investee.
Accordingly, we have included in the unaudited pro forma consolidated income
statement for the the three months ended March 31, 2000 the equity in the loss
of ASI, including amortization of the excess of the cost of our investment over
the underlying equity in the net assets.
We have prepared the unaudited pro forma consolidated financial
information in accordance with U.S. GAAP. These principles require us to make
extensive use of estimates and assumptions that affect: (1) the reported amounts
of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and (2) the
reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
2
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UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2000
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS ADJUSTMENTS
FOR ACQUISITION FOR OUR PRIVATE
OF K1, K2 AND EQUITY
K1, K2 K3 AND OUR FINANCING AND
AMKOR AND K3 INVESTMENT IN OUR NEW SECURED PRO FORMA
HISTORICAL HISTORICAL ASI BANK DEBT AS ADJUSTED
---------- ---------- --------------- --------------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 318,264 $ -- $ -- $ (219,868)(a) $ 98,396
Short-term investments 134,104 -- -- (134,104)(a) --
Accounts receivable: --
Trade 195,871 3,240 (3,240)(b) 69,300 (e) 265,171
Due from affiliates 2,575 354,681 (354,681)(b) 2,575
Other 7,220 8,316 (8,316)(b) 7,220
Inventories 81,068 6,451 87,519
Other current assets 16,391 2,289 (2,289)(b) 16,391
---------- -------- --------- ---------- ----------
Total current assets 755,493 374,977 (368,526) (284,672) 477,272
---------- -------- --------- ---------- ----------
Property, plant and equipment, net 916,304 400,287 24,713 (c) 1,341,304
---------- -------- --------- ---------- ----------
Investments 64,664 -- 459,000 (i) -- 523,664
---------- -------- --------- ---------- ----------
Other assets:
Due from Affiliates 27,020 29 (29)(b) 27,020
Excess of cost over net assets acquired 225,989 -- 518,549(d) 744,538
Deferred income taxes -- 36,238 (36,238)(b) --
Other 76,724 4,939 (4,939)(b) 23,812(f) 100,536
---------- -------- --------- ---------- ----------
Total other assets 329,733 41,206 477,343 23,812 872,094
---------- -------- --------- ---------- ----------
Total assets $2,066,194 $816,470 $ 592,530 $ (260,860) $3,214,334
========== ======== ========= ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Bank overdraft $ 20,031 $ -- $ -- $ -- $ 20,031
Short-term borrowings and current
portion of long-term debt 2,839 -- -- (2,839)(j) --
Trade accounts payable 130,787 60,634 (60,634)(b) 130,787
Due to affiliates 30,912 14,376 (14,376)(b) 30,912
Accrued expenses 93,456 13,463 (13,463)(b) 93,456
Accrued income taxes 47,395 -- -- 47,395
---------- -------- --------- ---------- ----------
Total current liabilities 325,420 88,473 (88,473) (2,839) 322,581
---------- -------- --------- ---------- ----------
Long-term debt 9,021 -- -- 750,000 (g) 750,000
(9,021)(j)
Due to Affiliates -- 112,694 (112,694)(b) -- --
Senior and senior subordinated notes 625,000 -- -- -- 625,000
Convertible subordinated notes 309,213 -- -- -- 309,213
Other noncurrent liabilities 18,165 50,050 (50,050)(b) -- 18,165
---------- -------- --------- ---------- ----------
Total liabilities 1,286,819 251,217 (251,217) 738,140 2,024,959
---------- -------- --------- ---------- ----------
Stockholders' equity:
Common stock 131 -- -- 21(h) 152
Warrants to purchase common stock -- -- -- 35,000(h) 35,000
Additional paid-in capital 556,458 -- -- 374,979(h) 931,437
Receivable from stockholders (3,276) -- -- -- (3,276)
Retained earnings 226,889 -- -- -- 226,889
Accumulated other comprehensive income (827) -- -- -- (827)
Net assets (liabilities) -- 565,253 (565,253)(b) -- --
---------- -------- --------- ---------- ----------
Total stockholders' equity 779,375 565,253 (565,253) 410,000 1,189,375
---------- -------- --------- ---------- ----------
Total liabilities and stockholders'
equity $2,066,194 $816,470 $(816,470) $1,148,140 $3,214,334
========== ======== ========= ========== ==========
</TABLE>
---------------------
(a) Net cash used to acquire K1, K2 and K3, to make the additional investment in
ASI and to pay transaction fees and expenses.
(b) The elimination of those assets and liabilities of K1, K2 and K3 that we did
not acquire or assume as part of our acquisition of K1, K2 and K3.
(c) The excess of the fair value over the book value of the property, plant and
equipment acquired.
(d) The excess of the purchase price for K1, K2 and K3 over the estimated fair
values of the net assets acquired.
(e) The repurchase of accounts receivable to retire our accounts receivable
sales agreement.
(f) Unpaid transaction fees and expenses, which have been recorded as deferred
financing costs and will be amortized over the terms of the debt financing.
(g) The financing of the transactions with $750.0 million of new secured bank
debt.
(h) The issuance of 20,500,000 shares of common stock we issued in a private
equity offering and the fair value of the related warrants to purchase
3,895,000 shares of common stock at $27.50 per share.
(i) Our additional $459.0 million investment in ASI.
(j) The paydown of existing debt.
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UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT
FOR THE THREE MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS ADJUSTMENTS
FOR ACQUISITION FOR OUR PRIVATE
OF K1, K2 AND EQUITY
K1, K2 K3 AND OUR FINANCING AND
AMKOR AND K3 INVESTMENT IN OUR NEW SECURED PRO FORMA
HISTORICAL HISTORICAL ASI BANK DEBT AS ADJUSTED
---------- ---------- --------------- --------------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net Revenues $554,811 $129,104 $(121,482)(a) $562,433
Cost of revenues - including purchases from ASI 445,968 80,248 (121,482)(a) 408,542
12,964 (b)
(9,156)(c)
-------- -------- --------- -------- --------
Gross profit 108,843 48,856 (3,808) -- 153,891
-------- -------- --------- -------- --------
Operating expenses:
Selling, general and administrative 42,071 4,649 46,720
Research and development 3,371 1,291 4,662
-------- -------- --------- -------- --------
Total operating expenses 45,442 5,940 -- -- 51,382
-------- -------- --------- -------- --------
Operating income 63,401 42,916 (3,808) -- 102,509
Other (income) expense:
Interest expense, net 15,429 (6,012) 6,012 (d) 20,209 (g) 36,931
1,590 (h)
(297)(h)
Foreign currency (gain) loss 836 1,952 (1,952)(d) 836
Other (income) expense, net 2,360 (2,506) (1,161)(i) (1,307)
-------- -------- --------- -------- --------
Total other (income) expense 18,625 (6,566) 4,060 20,341 36,460
-------- -------- --------- -------- --------
Income (loss) before income taxes and equity
income (loss) of investees 44,776 49,482 (7,868) (20,341) 66,049
Provision for (benefit from) income taxes 8,956 14,374 (14,374)(f) (153)(e) 8,803
Equity in income (loss) of investees 1,336 -- (7,383)(j) (6,047)
-------- -------- --------- -------- --------
Net income $ 37,156 $ 35,108 $ (877) $(20,188) $ 51,199
======== ======== ========= ======== ========
Basic net income per common share $ 0.28 $ 0.34
======== ========
Diluted net income per common share $ 0.27 $ 0.32
======== ========
Shares used in computing basic net income per
common share 130,872 151,372
======== ========
Shares used in computing diluted net income per
common share 138,538 160,495
======== ========
</TABLE>
------------------
(a) We have eliminated the processing charges that we have paid to ASI for
services performed for us at the K1, K2 and K3 facilities under our supply
agreements. Because we currently sell substantially all of K1, K2 and K3's
services, the net revenue from the sale of these services to our customers
is already reflected in our historical net revenues.
(b) Represents the amortization of goodwill related to our acquisition of
acquisition of K1, K2 and K3, assuming a ten-year life.
(c) Represents change in depreciation expense based on adjusted book values of
acquired property, plant and equipment of K1, K2 and K3.
(d) Represents the elimination of interest expense and foreign currency losses
related to the debt of K1, K2 and K3 which we have not assumed as part of
the acquisition of K1, K2 and K3.
(e) Represents an income tax benefit due to the pro forma adjustments for
interest expense.
(f) Represents the elimination of income tax expenses at K1, K2 and K3 due to
the fact that profits of K1, K2 and K3 will be subject to a tax holiday in
Korea.
(g) Represents (1) interest expense on $750.0 million of new secured bank debt
and on $258.75 million of Convertible Notes at an assumed weighted average
interest rate of 8.17% and (2) $1.4 million of amortization of debt issuance
costs, which are amortized over the life of the respective debt.
(h) Represents interest on funds used to repurchase accounts receivable of
$69.3 million and to fund transaction costs and expenses net of interest
savings as a result of the pay down of $11.9 million of our existing debt.
(i) Represents fees paid by us under our accounts receivable sale agreement.
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(j) Represents our equity in the loss of ASI, including $13.1 million of
amortization of the difference between the cost of our investment over the
underlying equity in net assets of ASI, assuming that the investment
occurred on January 1, 1999.
(k) Shares used in computing basic pro forma as adjusted net income per common
share for the three months ended March 31, 2000 give effect to the issuance
of 20,500,000 shares of common stock we issued in a private equity offering.
Shares used in computing the diluted pro forma as adjusted net income per
common share for the three months ended March 31, 2000 give effect to the
issuance of 20,500,000 shares of common stock we issued in a private equity
offering and the exercise of outstanding stock options and warrants to
purchase shares of common stock. On a pro forma as adjusted basis, the
conversion of convertible subordinated notes is not dilutive.
5
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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA OF ASI
The unaudited pro forma consolidated balance sheet of ASI as of March 31,
2000 appearing below gives effect to the following transactions as if they had
occurred on March 31, 2000.
- ASI's sale of K1, K2 and K3 for $950.0 million;
- our $459.0 million equity investment in ASI;
- ASI's use of the net proceeds from its sale of K1, K2 and K3 and our
investment, principally to repay outstanding debt; and
- the expected conversion of approximately 150 billion won (approximately
$135 million at the exchange rate in effect as of March 31, 2000) of
ASI's debt to equity by ASI's creditor banks.
The unaudited pro forma consolidated income statement of ASI for the three
months ended March 31, 2000 gives effect to the above proposed transactions as
if they had occurred on January 1, 1999 using the exchange rate as of that date.
The unaudited pro forma consolidated financial information of ASI appearing
below is not necessarily indicative of the results of operations and financial
condition that ASI would have achieved if the transactions described above had
actually been consummated on such dates, nor are they necessarily indicative of
the future results and financial condition ASI will achieve. Accordingly, ASI's
future results and financial condition could vary significantly from the
unaudited pro forma consolidated financial information appearing below.
The unaudited pro forma consolidated financial information of ASI appearing
below is based on financial statements prepared in accordance with U.S. GAAP.
These principles require the extensive use of estimates and assumptions that
affect: (1) the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements and (2) the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
6
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UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET OF ASI
FOR THE THREE MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
1
--------------------------------------------------
ASI Pro forma Pro forma
Historical Adjustments As Adjusted
----------- -------------- --------------
(in thousands)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Current assets:
Cash and cash equivalents $ 29,307 $ 166,900 (a) $ 196,207
Restricted cash 23,805 (2,637)(b) 21,168
Bank deposits 105,237 105,237
Accounts and notes receivable
Trade, net of allowance for doubtful
accounts 3,240 3,240
Due from affiliates, net of allowance for
doubtful accounts 26,072 26,072
Other 31,867 31,867
Short-term loans to affiliates, net 4,578 4,578
Inventories 46,293 (6,451)(b) 39,842
Other current assets 23,720 23,720
----------- ------------ --------------
Total current assets 294,119 157,812 451,931
Non-current bank deposits 29 29
Restricted cash - -
Investments
Available for sale 23,558 23,558
Affiliated companies 18,921 18,921
Long-term receivables
Due from affiliate 257 257
Others 2,906 2,906
Property, plant and equipment, less
accumulated depreciation 1,094,903 (394,835)(b) 700,068
Deferred tax asset-noncurrent 76,067 76,067
Other assets 33,871 (5,433)(b) 28,438
----------- ------------ --------------
Total assets $ 1,544,631 $ (242,456) $ 1,302,175
=========== ============ ==============
Current liabilities:
Short-term borrowings $ 44,128 $ $ 44,128
Current portion of long-term debt 56,948 (56,948)(d) -
Trade accounts and notes payable 56,101 56,101
Other accounts payable 131,100 131,100
Accrued expenses 4,407 4,407
Forward contract liability 13,857 13,857
Other current liabilities 6,764 6,764
----------- -------------- --------------
Total current liabilities 313,305 (56,948) 256,357
Long-term debt, net of current portion and
discounts on debentures 896,881 (658,495)(d) 238,386
Long-term obligations under capital
leases, net of current portion 415,781 (378,557)(d) 37,224
Accrued severance benefits, net 53,992 (50,100)(c) 3,892
Liability for loss contingency 133,211 (126,000)(e) 7,211
----------- ------------ --------------
Total liabilities 1,813,170 (1,270,100) 543,070
----------- ------------ --------------
Total stockholders' equity (268,539) 1,027,644(f) 759,105
----------- ------------ --------------
Total liabilities and stockholders' equity $ 1,544,631 $ (242,456) $ 1,302,175
=========== ============ ==============
</TABLE>
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(a) Represents the amount to be used for purposes other than the repayment
of debt (see d) below).
(b) Represents the assets of K1, K2 and K3 to be sold .
(c) Represents severance benefits to be paid upon sale of K1, K2 and K3.
(d) Represents payment of debt and the proposed conversion of debt to equity as
follows:
<TABLE>
<S> <C>
o Conversion of debt to equity by ASI's creditor banks $ 135,000
o Portion of equity investment by Amkor to be used to repay debt 309,000
o Net cash proceeds from the sales of K1, K2 and K3
available for debt payment 650,000 (*)
------------
Total debt assumed to be paid on March 31, 2000 $ 1,094,000
============
</TABLE>
<TABLE>
<S> <C>
(*)Sales price Less: $ 950,000
- Related taxes (107,000)
- Severance payment (50,100)
- Payment for guarantee obligation (see e) below) (126,000)
- Other operational needs (16,900)
----------
$ 650,000
==========
</TABLE>
(e) Represents the amount to be used for the payment to eliminate guarantee
obligations provided for Anam Construction and Anam Electronics Co., Ltd.
(f) Represents the conversion of approximated $135 million of ASI's debt to
equity by ASI's creditor banks, our $459.0 million equity investment in ASI and
a remainder, which is principally comprised of gain on the sale of K1, K2 and
K3, net of related tax expense.
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UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT
OF ASI FOR THE THREE MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
1
------------------------------------------------
ASI Pro forma Pro forma
Historical Adjustments As Adjusted
------------- ------------- --------------
(In thousands except share and per share data)
<S> <C> <C> <C>
INCOME STATEMENT DATA:
Sales $ 79,169 $ $ 79,169
Cost of sales 60,679 60,679
------------- ------------- --------------
Gross profit 18,490 - 18,490
------------- ------------- --------------
Operating expenses
Research and development 26 26
Selling and administrative expenses 5,327 5,327
------------- ------------- --------------
Total operating expenses 5,353 - 5,353
------------- ------------- --------------
Operating income (loss) 13,137 - 13,137
------------- ------------- --------------
Other (income) expense
Interest income (3,085) (3,085)
Interest expense 37,612 (28,214)(a) 9,398
Foreign currency (gains) loss 21,819 (17,531)(b) 4,288
Loss(Gain) from disposal of investments (603) (603)
Other, net (5,575) (5,575)
------------- ------------- --------------
Total other (income) expense 50,168 (45,745) 4,423
------------- ------------- --------------
Income (loss) from continuing operations
before income taxes, equity in loss of
affiliates and minority interest (37,031) 45,745 8,714
Equity in loss of unconsolidated affiliates (501) - (501)
------------- ------------- --------------
Income (loss) from continuing operations
before income taxes (37,532) 45,745 8,213
Provision (benefit) for income taxes (23,948) 14,089 (c) ( 9,859)
------------- ------------- --------------
Income(loss) from continuing operations $ (13,584) $ 31,656 $ 18,072
============= ============= ==============
PER SHARE DATA:
Basic income (loss) from continuing
operations per common share $ (0.25) $ 0.16
============= ============= ==============
Diluted income (loss) from continuing
operations per common share $ (0.25) $ 0.16
============= ============= ==============
Shares used in computing basic
net income (loss) per common share 55,031,183 56,407,789(d) 111,438,972
============= ============= ==============
Shares used in computing diluted
net income (loss) per common share 58,267,130 56,407,789 114,674,919
============= ============= ==============
</TABLE>
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(a) Represents the elimination of interest expense related to debt which was
assumed to be paid off and the conversion of debt to equity as follows:
<TABLE>
<S> <C>
o Conversion of debt to equity by ASI's creditor banks $ 125,110
o Portion of equity investment by Amkor to be used to repay debt 309,000
o Net cash proceeds from the sale of K1, K3 and K3
available for debt payment 650,000
-----------
Total debt assumed to be paid on January 1, 1999 $ 1,084,110
===========
</TABLE>
(b) Represents the elimination of foreign currency loss related to Won currency
debt which is assumed to be paid off.
(c) Represents income tax expense due to the pro forma adjustments
(d) Represents adjustments for the number of common shares as follows:
<TABLE>
<CAPTION>
No. of
Shares
------------
<S> <C>
o Equity investment by Amkor 37,707,039
o Debt to equity conversion by creditor banks 18,700,750
-----------
Total number of shares adjusted 56,407,789
===========
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMKOR TECHNOLOGY, INC.
By: /s/ KENNETH T. JOYCE
---------------------------------
Kenneth T. Joyce
Chief Financial Officer
Dated: June 19, 2000
11
