<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 3 TO
FORM 8-K
DATED MAY 2, 2000 AS FILED ON MAY 12, 2000
----------------
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)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
In May 2000 we completed our purchase of ASI's three remaining packaging
and test factories, known as K1, K2 and K3 for a purchase price of $950.0
million and made an equity investment in ASI of $309.0 million of the total of
$459.0 million we committed to invest at that time. On June 30, 2000 we made an
investment in ASI of $30.0 million, which represented the second installment of
the $459.0 million we committed to invest. On August 30, 2000 we made an
investment in ASI of $60.0 million, which represented the third installment. We
expect to complete the remaining installment of $60.0 million in October of
2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
On May 12, 2000, we filed a current report on Form 8-K related to the
acquisition and investment mentioned in Item 2, which incorporated by reference
historical and pro forma financial information as of and for the year ended
December 31, 1999. On June 19, 2000, we filed a current report on Form 8-K
related to the acquisition and investment, which included pro forma financial
information as of and for the three months ended March 31, 2000. On July 17,
2000 we filed a current report on Form 8-KA, which included pro forma financial
information as of and for the three months ended March 31,2000 and for the year
ended December 31, 1999. On August 18, 2000 we filed a current report on Form
8-KA, which included pro forma financial information as of and for the six
months ended June 30, 2000. Filed herein is pro forma financial information as
of and for the six months ended June 30,2000.
<PAGE> 3
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA OF AMKOR
AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000
The unaudited pro forma consolidated balance sheet as of June 30, 2000
appearing below gives effect to the following transactions as if they had
occurred on June 30, 2000:
- our $60.0 million equity investment in ASI made on August 30, 2000 and our
remaining $60.0 million committed equity investment in ASI that is
expected to be made by October 31, 2000.
The unaudited pro forma consolidated income statement gives effect to
the following transactions, appearing below, for the six months ended June 30,
2000 as if they occurred on January 1, 1999:
- 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 of which $309.0 was made in May
2000, $30.0 million was made in June 2000, $60.0 million was made in August
2000 and the remaining $60.0 million is expected to be made by October 31,
2000;
- ASI's use of the net proceeds from its sale of K1, K2 and K3 and our
investment, principally to repay outstanding debt;
- the conversion of 150 billion Korean won (approximately $132 million) of
ASI's debt to equity by ASI's creditor banks. 136 billion Korean won was
converted as of May 2000 with the balance expected to be converted by
October 31, 2000; and
- 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 six months ended June 30, 2000 the equity in the income (loss)
of ASI, including amortization of the excess of the cost of our investment over
the underlying equity in the net assets.
<PAGE> 4
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.
<PAGE> 5
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET OF AMKOR
JUNE 30, 2000
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
FOR OUR
AMKOR INVESTMENT PRO FORMA
HISTORICAL IN ASI AS ADJUSTED
------------- ------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ................................. $ 136,274 $ $ 136,274
Accounts receivable--
Trade, net of allowance for doubtful accounts of $2,443 264,799 264,799
Due from affiliates ................................... 2,778 2,778
Other ................................................. 6,986 6,986
Inventories ............................................... 93,327 93,327
Other current assets ...................................... 23,684 23,684
----------- ----------- -----------
Total current assets ............................. 527,848 527,848
----------- ----------- -----------
Property, plant and equipment, net ............................. 1,428,187 1,428,187
----------- ----------- -----------
Investments .................................................... 399,227 120,000 519,227
----------- ----------- -----------
Other assets:
Due from affiliates ....................................... 27,181 27,181
Goodwill and acquired intangibles ......................... 767,029 767,029
Other ..................................................... 232,216 (120,000) 112,216
----------- ----------- -----------
Total other assets ............................... 1,026,426 (120,000) 906,426
----------- ----------- -----------
Total assets ..................................... $ 3,381,688 $ -- $ 3,381,688
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdraft ............................................ $ 28,169 $ $ 28,169
Short-term borrowings and current portion of long-term debt 73,579 73,579
Trade accounts payable .................................... 182,036 182,036
Due to affiliates ......................................... 37,683 37,683
Accrued expenses .......................................... 104,355 104,355
Accrued income taxes ...................................... 45,245 45,245
----------- ----------- -----------
Total current liabilities ........................ 471,067 471,067
Long-term debt ................................................. 1,642,076 1,642,076
Other noncurrent liabilities ................................... 44,585 44,585
----------- ----------- -----------
Total liabilities ................................ 2,157,728 2,157,728
----------- ----------- -----------
Commitments and contingencies
Stockholders' equity:
Common stock .............................................. 152 152
Additional paid-in capital ................................ 970,087 970,087
Retained earnings ......................................... 257,825 257,825
Receivable from stockholder ............................... (3,276) (3,276)
Accumulated other comprehensive income .................... (828) (828)
----------- ----------- -----------
Total stockholders' equity ....................... 1,223,960 1,223,960
----------- ----------- -----------
Total liabilities and stockholders' equity ....... $ 3,381,688 $ -- $ 3,381,688
=========== =========== ===========
</TABLE>
<PAGE> 6
-------------------
(a) We committed to invest a total of $459.0 million in ASI. A schedule of
our total investment commitment follows.
<TABLE>
<CAPTION>
Cumulative
Date Investment Investment
------------------------------ ---------- ----------
<S> <C> <C> <C>
First installment...... May 2, 2000 $ 309,000 $ 309,000
Second installment..... June 30, 2000 30,000 339,000
Third installment...... August 30, 2000 60,000 399,000
Final installment...... no later than October 31, 2000 60,000 459,000
</TABLE>
<PAGE> 7
UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT OF AMKOR
FOR THE SIX MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
FOR ACQUISITION PRO FORMA
OF K1, K2 AND ADJUSTMENTS
K1, K2 K3 AND OUR FOR OUR DEBT AND
AMKOR AND K3 INVESTMENT IN EQUITY PRO FORMA
HISTORICAL HISTORICAL ASI FINANCING AS ADJUSTED
---------- ---------- --------------- --------------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net Revenues $1,101,847 $ 166,297 $(156,076)(a) $1,112,068
Cost of revenues - including purchases from ASI 868,675 118,618 (156,076)(a) 827,093
18,233 (b)
(22,357)(c)
---------- --------- --------- --------- ----------
Gross profit 233,172 47,679 4,124 -- 284,975
---------- --------- --------- --------- ----------
Operating expenses:
Selling, general and administrative 89,129 6,447 95,576
Research and development 8,243 1,752 9,995
---------- --------- --------- --------- ----------
Total operating expenses 97,372 8,199 -- -- 105,571
---------- --------- --------- --------- ----------
Operating income 135,800 39,480 4,124 -- 179,404
---------- --------- --------- --------- ----------
Other (income) expense:
Interest expense, net 44,857 (7,695) 7,695(d) 26,793(g) 72,982
1,714(h)
(382)h)
Foreign currency (gain) loss 2,592 1,961 (1,961)(d) 2,592
Other (income) expense, net 2,038 (2,938) (1,137)(i) (2,037)
---------- --------- --------- --------- ----------
Total other (income) expense 49,487 (8,672) 5,734 26,988 73,537
---------- --------- --------- --------- ----------
Income (loss) before income taxes and equity
income (loss) of investees 86,313 48,152 (1,610) (26,988) 105,867
Provision for (benefit from) income taxes (15,186) (12,685) 12,685 (f) 244 (e) (14,942)
Equity in income (loss) of investees (3,035) -- (13,543)(j) (16,578)
---------- --------- --------- --------- ----------
Net income $ 68,092 $ 35,467 $ (2,468) $ (26,744) $ 74,347
========== ========= ========= ========= ==========
Basic net income per common share $ 0.49 $ 0.49
========== ==========
Diluted net income per common share $ 0.47 $ 0.47
========== ==========
Shares used in computing basic net income per
common share 139,701 151,527
========== ==========
Shares used in computing diluted net income per
common share 148,078 160,531
========== ==========
</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.
(b) Represents the amortization of goodwill and other intangibles related to
our 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) $1.8 million of amortization of debt
issuance costs, which are amortized over the life of the respective debt.
<PAGE> 8
(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 $11.5 million of our existing debt.
(i) Represents fees paid by us under our accounts receivable sale agreement.
(j) Represents our equity in the income (loss) of ASI, including $23.0 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. The pro forma adjustment to reflect our
proportionate share of the equity in income (loss) of ASI based on our
historical and committed investments follows.
<TABLE>
<CAPTION>
Proportionate Pro Forma
Share Adjustment
------------- ----------
<S> <C> <C>
Ownership after August 30, 2000 installment................. 40.2% $(13,365)
Change in ownership after our committed investments to be
made no later than October 31, 2000....................... 1.4% (178)
------- --------
41.6% $(13,543)
======= ========
</TABLE>
(k) Shares used in computing basic pro forma as adjusted net income per common
share for the six months ended June 30, 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 six months ended June 30, 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.
<PAGE> 9
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA OF ASI
AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000
The following summary of unaudited consolidated balance sheet
information was derived from the consolidated financial statements of ASI and
does not reflect the following transactions:
- our $60.0 million equity investment in ASI made on August 30, 2000 and our
remaining $60.0 million committed equity investment in ASI that is expected
to be made by October 31, 2000; and
- the conversion of 14 billion Korean won (approximately $11.7 million) of
ASI's debt to equity by ASI's creditor banks by October 31, 2000.
<TABLE>
<CAPTION>
JUNE 30,
2000
------------
<S> <C>
SUMMARY BALANCE SHEET INFORMATION FOR ASI (IN THOUSANDS)
Cash, including current portion of restricted cash and bank deposits............... $ 238,087
Property, plant and equipment, net................................................. 728,382
Total assets....................................................................... 1,167,922
Total debt......................................................................... 262,631
Total liabilities.................................................................. 565,485
Total stockholders' equity......................................................... 602,437
</TABLE>
The unaudited pro forma consolidated income statement gives effect to
the following transactions, appearing below, for the six months ended June 30,
2000 as if they occurred on January 1, 1999:
- our acquisition of K1, K2 and K3 for $950.0 million;
- our $459.0 million equity investment in ASI of which $309.0 was made in May
2000, $30.0 million was made in June 2000, $60.0 million was made in August
2000 and the remaining $60.0 million is expected to be made by October 31,
2000;
- ASI's use of the net proceeds from its sale of K1, K2 and K3 and our
investment, principally to repay outstanding debt;
- the conversion of 150 billion Korean won (approximately $132 million) of
ASI's debt to equity by ASI's creditor banks. 136 billion Korean won was
converted as of May 2000 with the balance expected to be converted by
October 31, 2000.
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.
<PAGE> 10
UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT OF ASI
FOR THE SIX MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
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 $ 157,596 $ $ 157,596
Cost of sales 128,332 128,332
------------- ------------- -------------
Gross profit 29,264 -- 29,264
------------- ------------- -------------
Operating expenses
Research and development 42 42
Selling and administrative expenses 12,567 12,567
------------- ------------- -------------
Total operating expenses 12,609 -- 12,609
------------- ------------- -------------
Operating income (loss) 16,655 -- 16,655
------------- ------------- -------------
Other (income) expense
Interest income (8,727) (8,727)
Interest expense 55,769 (38,028)(a) 17,741
Foreign currency (gains) loss 17,506 (15,071)(b) 2,435
Loss(Gain) from disposal of investments 5,818 5,818
Other, net (11,010) (11,010)
------------- ------------- -------------
Total other (income) expense 59,356 (53,099) 6,257
------------- ------------- -------------
Income (loss) from continuing operations
before income taxes, equity in loss of
affiliates and minority interest (42,701) 53,099 10,398
Equity in loss of unconsolidated affiliates (501) -- (501)
------------- ------------- -------------
Income (loss) from continuing operations
before income taxes (43,202) 53,099 9,897
Provision (benefit) for income taxes (23,948) 16,354(c) (7,594)
------------- ------------- -------------
Income(loss) from continuing operations $ (19,254) $ 36,745 $ 17,491
============= ============= =============
PER SHARE DATA:
Basic income (loss) from continuing
operations per common share $ (0.28) $ 0.15
============= ============= =============
Diluted income (loss) from continuing
operations per common share $ (0.28) $ 0.15
============= ============= =============
Shares used in computing basic
net income (loss) per common share 69,830,190 41,823,308(d) 111,653,498
============= ============= =============
Shares used in computing diluted
net income (loss) per common share 72,310,701 41,823,308 114,134,009
============= ============= =============
</TABLE>
<PAGE> 11
(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>
- Conversion of debt to equity by ASI's creditor banks $ 132,000
- Portion of equity investment by Amkor to be used to repay debt 309,000
- Net cash proceeds from the sale of K1, K3 and K3
available for debt payment 654,456
-----------
Total debt assumed to be paid on January 1, 1999 $ 1,095,456
===========
</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:
No. of
Shares
----------
- Equity investment by Amkor 37,707,039
- Debt to equity conversion by creditor banks 18,700,750
- Effect of actual common stock issued in May 2000 (14,584,481)
----------
Total number of shares adjusted 41,823,308
==========
<PAGE> 12
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: August 31, 2000
