<PAGE> 1
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
January 13, 2000
------------------------------------------------
Date of Report (Date of earliest event reported)
AMKOR TECHNOLOGY, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware
----------------------------------------------
(State or other jurisdiction of incorporation)
<TABLE>
<S> <C>
0-29472 23-1722724
- --------------------- ------------------------------------
(Commission File No.) (IRS Employer Identification Number)
</TABLE>
1345 Enterprise Drive
West Chester, PA 19380
(610) 431-9600
----------------------------------------
(Address of Principal Executive Offices)
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. OTHER EVENTS
On January 13, 2000, Amkor Technology, Inc. ("Amkor") issued a press
release (attached hereto as Exhibit 99.1) announcing that Amkor has completed a
series of private transactions in which approximately $154 million of Amkor's
original $207 million of 5 3/4% Convertible Subordinated Notes Due 2003 were
exchanged into approximately 12.1 million shares of Amkor common stock.
On February 1, 2000, Amkor issued a press release (attached hereto as
Exhibit 99.2) announcing that Amkor is continuing negotiations with Anam
Semiconductor, Inc. ("ASI") to acquire ASI's three remaining packaging and test
facilities, known as K1, K2 and K3, located in Korea, despite the fact that
ASI's creditor banks have rejected Amkor's initial offer.
On February 3, 2000, Amkor issued a press release (attached hereto as
Exhibit 99.3) announcing its financial results for the fourth quarter ended
December 31, 1999.
<PAGE> 3
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: February 15, 2000
<PAGE> 4
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
----------
AMKOR TECHNOLOGY, INC.
----------
================================================================================
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
99.1 Press release dated January 13, 2000.
99.2 Press release dated February 1, 2000.
99.3 Press release dated February 3, 2000.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
AMKOR TECHNOLOGY EXCHANGES $154 MILLION OF CONVERTIBLE NOTES
WEST CHESTER, Pa.--Jan. 13, 2000--Amkor Technology, Inc. announced that during
the fourth quarter of 1999, it completed a series of private transactions in
which approximately $154 million of Amkor's original $207 million of 5 3/4%
Convertible Subordinated Notes Due 2003 were exchanged into approximately 12.1
million shares of Amkor common stock, including approximately 760 thousand
premium shares. The Notes were originally issued in May 1998 in connection with
Amkor's initial public offering. As a result of these fourth quarter
transactions, Amkor expects to record an after-tax, non-cash charge of $13.9
million, or $0.10 per fully diluted share, for the quarter ended December 31,
1999. After giving effect to these transactions, including the issuance of
premium shares, Amkor's outstanding debt will be reduced by approximately $154
million, and Amkor's shareholders' equity will be increased by the same amount.
"We were delighted with the opportunity to convert the majority of these Notes
well in advance of their 2001 call date," said Ken Joyce, Amkor's Chief
Financial Officer. "In so doing, we have entered the new year with enhanced
financial flexibility, sharply reduced debt, a lower level of cash interest
expense, and a considerable increase in shareholders' equity."
Amkor Technology, Inc. is the world's largest provider of contract
microelectronics manufacturing solutions. The company offers semiconductor
companies and electronics OEMs a complete set of microelectronic design and
manufacturing services, including deep submicron wafer fabrication; wafer probe,
characterization and reliability testing; IC packaging design and assembly;
multi-chip module design and assembly; and final testing.
Contact:
Amkor Technology, Inc.
Jeffrey Luth, 610/431-9600, ext. 5613
[email protected]
<PAGE> 1
EXHIBIT 99.2
AMKOR TECHNOLOGY CONTINUING TO NEGOTIATE FOR ANAM'S PACKAGING ASSETS
WEST CHESTER, Pa. -- Feb. 1, 2000--Amkor Technology, Inc. said today that it is
continuing to negotiate for the acquisition of Anam Semiconductor's three
remaining semiconductor assembly factories, known as K1, K2 & K3, despite the
fact that Anam's creditor banks have rejected Amkor's initial offer. In November
1999 Amkor proposed a transaction, valued at $1.3 to $1.4 billion, involving the
acquisition of K1, K2 & K3 for $800 million together with an additional
investment in Anam. In response to the proposal, Anam's creditor banks engaged
an independent appraisal of Anam's packaging assets, which suggested a value of
approximately $1.1 billion. Based on the results of that valuation, the creditor
banks have chosen not to accept Amkor's $800 million offer.
"We are disappointed that the banks have rejected our initial proposal, however
we continue to negotiate diligently for the acquisition of these assets at a
value that makes good business sense for all parties," said John Boruch, Amkor's
president. "We remain confident that the proposed transaction will move
forward." Amkor Technology, Inc. is the world's largest provider of contract
microelectronics manufacturing solutions. The company offers semiconductor
companies and electronics OEMs a complete set of microelectronic design and
manufacturing services, including deep submicron wafer fabrication; wafer probe,
characterization and reliability testing; IC packaging design and assembly;
multi-chip module design and assembly; and final testing. More information on
Amkor is available from the company's SEC filings and on Amkor's web site:
www.amkor.com
This news release contains a forward-looking statement - that Amkor remains
confident the proposed transaction with Anam will move forward - that involves
risks and uncertainties that could cause actual results to differ from
anticipated results. Further information on risk factors that could affect the
outcome of the events set forth in this statement and that would affect the
company's operating results and financial condition is detailed in the company's
filings with the Securities and Exchange Commission, including the Report on
Form 10-Q for the fiscal quarter ended September 30, 1999.
Contact:
Jeffrey Luth
610-431-9600 ext. 5613
[email protected]
<PAGE> 1
EXHIBIT 99.3
AMKOR TECHNOLOGY REPORTS FOURTH QUARTER RESULTS
BUSINESS IS ROBUST
OUTLOOK REMAINS STRONG FOR 2000
WEST CHESTER, Pa.--(BUSINESS WIRE)--Feb. 3, 2000--Amkor Technology, Inc.
(Nasdaq: AMKR), the world's largest provider of contract semiconductor packaging
and test services, cited robust demand in reporting financial results for the
fourth quarter ended December 31, 1999.
Total revenues were $538 million, up 27% from $425 million in the fourth quarter
of 1998. Assembly & test revenues rose 29% to $457 million from $355 million in
the fourth quarter of last year. Wafer fab revenues were $81 million compared
with $69 million in the fourth quarter of 1998.
Operating income rose sharply, to $62.8 million compared with $32.3 million in
the fourth quarter of 1998. Fourth quarter 1999 net income before an after-tax,
non-cash charge of $13.9 million for the early conversion of convertible debt
was $34.1 million, or $0.26 per share. Including this after-tax charge, fourth
quarter 1999 net income was $20.2 million, or $0.16 per share. Net income for
the fourth quarter of 1998 was $19.7 million, or $0.16 per share.
As previously announced, during the fourth quarter, Amkor exchanged
approximately $154 million of its 5 3/4% Convertible Subordinated Notes for 12.1
million shares of Amkor common stock, resulting in an after-tax, non-cash charge
of $13.9 million, or $0.10 per share.
For the full year of 1999, revenues rose 22% to $1.91 billion from $1.57 billion
in all of 1998. Net income before the after-tax non-cash charge noted above of
$13.9 million for the early conversion of convertible debt was $90.6 million, or
$0.73 per share. Including this after-tax charge, net income for 1999 was $76.7
million, or $0.63 per share. For 1998, pro forma net income was $71.0 million,
or $0.66 per share.
"We completed 1999 on a excellent note, with strong unit growth, a stabilizing
pricing environment, improving factory efficiency, and the successful
introduction of several product families," said John Boruch, Amkor's president.
"More important, we've entered 2000 with very strong business momentum, which
suggests that our growth will continue to outpace that of the semiconductor
industry during the coming year."
Unit shipments rose 51% over the year-ago quarter and 11% over the third quarter
of 1999. High end (advanced leadframe and laminate) products were 63% of
packaging and test revenues for the fourth quarter, compared to 58% in the
fourth quarter of 1998.
"We are rapidly expanding capacity in the Philippines and Korea to accommodate
strengthening demand across a broad spectrum of our package technology,"
continued Mr. Boruch. "We have seen tremendous acceptance of several, recently
introduced advanced packaging solutions for a wide variety of leading edge
applications. Our Chip Array family is supporting the high growth flash memory
and wireless markets. Our MicroLeadframe technology is supporting emerging
analog applications and the exciting Bluetooth communication standard for
various customer communication chips and modules. Production rates for these two
package families are expected to increase significantly during the next several
months.
"During the quarter, Anam's wafer foundry added several key customers, and is
now supplying wafers to 9 companies, including TI, who is still the primary
customer," said Mr. Boruch. "I am delighted to note that the fab has commenced
the first phase of an expansion program, which should increase capacity to
22,000 wafers per month by the end of the first quarter. There is very strong
customer support for this foundry, and our plan is to find ways to expand this
fab to its full design capacity of 30,000 wafers per month by the end of 2000.
The foundry is currently producing wafers down to the .18 micron level."
"With respect to Anam Semiconductor, we believe the proposed transaction to
acquire Anam's three remaining packaging plants is in our best interest, and we
remain optimistic that our negotiations with the Korean banks will reach a
successful conclusion," added Mr. Boruch.
In October 1999, Amkor made a $42 million investment in Anam Semiconductor, Inc.
("ASI"), representing an approximate 19% ownership stake, in connection with
ASI's Workout program. Under the equity method of accounting, Amkor includes its
proportionate share of ASI's results in the line item "Equity in Loss of
Investees." Ken Joyce, Amkor's Chief Financial Officer, noted, "Gross margins
continued to improve during the quarter as increasing unit volumes permitted
better absorption of our factory overhead, resulting in lower costs. In
addition, pricing continued to stabilize, with overall ASP declines around 3%
for the fourth quarter. This compares very favorably with the 9% ASP decline we
experienced in the fourth quarter of last year. Our balance sheet strengthened
considerably during the quarter in connection with the exchange of $154 million
of Convertible
<PAGE> 2
Subordinated Notes into Amkor common stock. Our effective tax rate for the
fourth quarter was 22%, reflecting higher levels of operating profit at
factories operating under tax holidays." Pro forma results are presented for the
full year 1998 because prior to May 1, 1998 certain of the Company's
subsidiaries were taxed as S corporations and as a result, did not recognize any
provision for Federal income taxes.
Pro forma financial data reflect a pro forma provision to reflect the U.S.
Federal and state income taxes, which would have been recorded by the Company if
these subsidiaries had been C corporation.
Amkor Technology, Inc. is the world's largest provider of contract
microelectronics manufacturing solutions. Amkor offers semiconductor companies
and electronics OEMs a complete set of microelectronic design and manufacturing
services, including deep submicron wafer fabrication; wafer probe,
characterization and reliability testing; IC packaging design and assembly;
multi-chip module design and assembly; and final testing.
More information on Amkor is available from the company's SEC filings and on
Amkor's web site: www.amkor.com.
This news release contains forward-looking statements - such as (1) our belief
that demand for our microelectronics manufacturing services will remain robust
during the coming year and that our growth will continue to outpace that of the
semiconductor industry during the coming year; (2) our plans to rapidly increase
capacity to accommodate strong demand; (3) our belief that production rates for
our Chip Array and MicroLeadframe package families will increase significantly
during the next several months; and (4) our belief that negotiations with the
Korean banks will reach a successful conclusion; - that involve risks and
uncertainties that could cause actual results to differ from anticipated
results.
Further information on risk factors that could affect the outcome of the events
set forth in these statements and that would affect the company's operating
results and financial condition is detailed in the company's filings with the
Securities and Exchange Commission, including the Report on Form 10-Q for the
fiscal quarter ended September 30, 1999.
CONTACT: Amkor Technology
Jeffrey Luth (Investors)
610/431-9600 ext. 5613
[email protected]
or
Peter Brown (Media)
480/821-5000
[email protected]
