-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NC4yE04wCNfqLAt5v16cmEoO5Zc87PcdFg48FTx/MftrQSzexD4FgS85DrmNBkaT /iQzWODEw/lN+4YXACjyzQ== 0000912057-02-033507.txt : 20020826 0000912057-02-033507.hdr.sgml : 20020826 20020826171943 ACCESSION NUMBER: 0000912057-02-033507 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020826 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHIPPAC INC CENTRAL INDEX KEY: 0001093779 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770463048 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60973 FILM NUMBER: 02748689 BUSINESS ADDRESS: STREET 1: 3151 CORONADO DR CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4084865900 MAIL ADDRESS: STREET 1: 3151 CORONADO DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 SC 13D/A 1 a2088124zsc13da.txt FORM 13-D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1)(1) ChipPAC, INC. - -------------------------------------------------------------------------------- (Name of Company) Class A Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 169657-10-3 ---------------------------------------- (CUSIP Number) Philip H. Werner, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue, New York, New York 10178 (212) 309-6000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 23, 2002 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). PAGE 2 OF 27 PAGES SCHEDULE 13D CUSIP No. 169657-10-3 - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITICORP MEZZANINE III, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 5,020,081 SHARES** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 5,020,081 SHARES** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,020,081 SHARES** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** EXCLUDES (i) 16,000,245 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY CITICORP VENTURE CAPITAL LTD. ("CVC"), FOR WHICH SHARES CITICORP MEZZANINE III, L.P. ("CMIII") DISCLAIMS BENEFICIAL OWNERSHIP, (ii) 2,823,573 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY AN AFFILIATE OF CVC, FOR WHICH SHARES CMIII DISCLAIMS BENEFICIAL OWNERSHIP AND (iii) 10,480 SHARES OF CLASS A COMMON STOCK THAT MAY BE DEEMED TO BE BENEFICIALLY OWNED BY CERTAIN OTHER SUBSIDIARIES OF CITIGROUP INC., FOR WHICH SHARES CMIII DISCLAIMS BENEFICIAL OWNERSHIP. PAGE 3 OF 27 PAGES SCHEDULE 13D CUSIP No. 169657-10-3 - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITICORP CAPITAL INVESTORS, LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 5,020,081 SHARES** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 5,020,081 SHARES** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,020,081 SHARES** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** EXCLUDES (i) 16,000,245 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY CITICORP VENTURE CAPITAL LTD. ("CVC"), FOR WHICH SHARES CITICORP CAPITAL INVESTORS, LIMITED ("CCI") DISCLAIMS BENEFICIAL OWNERSHIP, (ii) 2,823,573 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY AN AFFILIATE OF CVC, FOR WHICH SHARES CCI DISCLAIMS BENEFICIAL OWNERSHIP AND (iii) 10,480 SHARES OF CLASS A COMMON STOCK THAT MAY BE DEEMED TO BE BENEFICIALLY OWNED BY CERTAIN OTHER SUBSIDIARIES OF CITIGROUP INC., FOR WHICH SHARES CCI DISCLAIMS BENEFICIAL OWNERSHIP. PAGE 4 OF 27 PAGES SCHEDULE 13D CUSIP No. 169657-10-3 - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITICORP VENTURE CAPITAL LTD. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 18,823,818 SHARES** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 18,823,818 SHARES** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,823,818 SHARES** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES 2,823,573 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY AN AFFILIATE OF CITICORP VENTURE CAPITAL LTD. ("CVC"), FOR WHICH SHARES CVC DISCLAIMS BENEFICIAL OWNERSHIP, AND EXCLUDES (i) 5,020,081 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY CITICORP MEZZANINE III, L.P., FOR WHICH SHARES CVC DISCLAIMS BENEFICIAL OWNERSHIP AND (ii) 10,480 SHARES OF CLASS A COMMON STOCK THAT MAY BE DEEMED TO BE BENEFICIALLY OWNED BY CERTAIN OTHER SUBSIDIARIES OF CITIGROUP INC., FOR WHICH SHARES CVC DISCLAIMS BENEFICIAL OWNERSHIP. PAGE 5 OF 27 PAGES SCHEDULE 13D CUSIP No. 169657-10-3 - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITIBANK, N.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NATIONAL BANKING ASSOCIATION - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 18,823,818 SHARES** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 18,823,818 SHARES** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,823,818 SHARES** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BK - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES (i) 16,000,245 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY CITICORP VENTURE CAPITAL LTD. ("CVC") AND (ii) 2,823,573 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY AN AFFILIATE OF CVC, FOR WHICH SHARES CITIBANK, N.A. ("CITIBANK") DISCLAIMS BENEFICIAL OWNERSHIP, AND EXCLUDES (a) 5,020,081 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY CITICORP MEZZANINE III, L.P., FOR WHICH SHARES CITIBANK DISCLAIMS BENEFICIAL OWNERSHIP AND (b) 10,480 SHARES OF CLASS A COMMON STOCK THAT MAY BE DEEMED TO BE BENEFICIALLY OWNED BY CERTAIN OTHER SUBSIDIARIES OF CITIGROUP INC., FOR WHICH SHARES CITIBANK DISCLAIMS BENEFICIAL OWNERSHIP. PAGE 6 OF 27 PAGES SCHEDULE 13D CUSIP No. 169657-10-3 - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITICORP - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 23,843,899 SHARES** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 23,843,899 SHARES** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,843,899 SHARES** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES (i) 2,823,573 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY AN AFFILIATE OF CITICORP VENTURE CAPITAL LTD. ("CVC"), FOR WHICH SHARES CITICORP DISCLAIMS BENEFICIAL OWNERSHIP, (ii) 16,000,245 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY CVC, AND (iii) 5,020,081 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY CITICORP MEZZANINE III, L.P., AND EXCLUDES 10,480 SHARES OF CLASS A COMMON STOCK THAT MAY BE DEEMED TO BE BENEFICIALLY OWNED BY CERTAIN OTHER SUBSIDIARIES OF CITIGROUP INC., FOR WHICH SHARES CITICORP DISCLAIMS BENEFICIAL OWNERSHIP. PAGE 7 OF 27 PAGES SCHEDULE 13D CUSIP No. 169657-10-3 - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITIGROUP HOLDINGS COMPANY - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 23,843,899 SHARES** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 23,843,899 SHARES** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,843,899 SHARES** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES (i) 2,823,573 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY AN AFFILIATE OF CITICORP VENTURE CAPITAL LTD. ("CVC"), FOR WHICH SHARES CITIGROUP HOLDINGS COMPANY ("CITIGROUP HOLDINGS") DISCLAIMS BENEFICIAL OWNERSHIP, (ii) 16,000,245 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY CVC AND (iii) 5,020,081 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY CITICORP MEZZANINE III, L.P., AND EXCLUDES 10,480 SHARES OF CLASS A COMMON STOCK THAT MAY BE DEEMED TO BE BENEFICIALLY OWNED BY CERTAIN OTHER SUBSIDIARIES OF CITIGROUP INC., FOR WHICH SHARES CITIGROUP HOLDINGS DISCLAIMS BENEFICIAL OWNERSHIP. PAGE 8 OF 27 PAGES SCHEDULE 13D CUSIP No. 169657-10-3 - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITIGROUP INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 23,854,379 SHARES** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 23,854,379 SHARES** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,854,379 SHARES** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES (i) 2,823,573 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY AN AFFILIATE OF CITICORP VENTURE CAPITAL LTD. ("CVC"), FOR WHICH SHARES CITIGROUP INC. DISCLAIMS BENEFICIAL OWNERSHIP, (ii) 16,000,245 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY CVC, (iii) 5,020,081 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY CITICORP MEZZANINE III, L.P. AND (iv) 10,480 SHARES OF CLASS A COMMON STOCK THAT MAY BE DEEMED TO BE BENEFICIALLY OWNED BY CERTAIN OTHER SUBSIDIARIES OF CITIGROUP INC. PAGE 9 OF 27 PAGES This Amendment No. 1 ("AMENDMENT NO. 1") to the Statement on Schedule 13D filed on June 27, 2001 with the Securities and Exchange Commission (as so amended, the "SCHEDULE 13D"), with respect to the Class A Common Stock, par value $0.01 per share (the "CLASS A COMMON STOCK"), of ChipPAC, Inc., a Delaware corporation ("CHIPPAC" or the "COMPANY"), amends and supplements the following items of the Schedule 13D. Amendment No. 1 is being filed to reflect a decrease in the beneficial ownership percentage of the Reporting Persons (as defined below) as a result of an increase in the number of outstanding shares of Class A Common Stock as reported by the Company. The Schedule 13D is hereby incorporated by reference for all purposes. Capitalized terms used but not defined herein shall have the meanings associated to them on the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and restated in its entirety to read as follows: (a) This Schedule 13D is being filed by (i) Citicorp Mezzanine III, L.P., a Delaware limited partnership ("CMIII"), by virtue of its beneficial ownership of the Company's 8% Convertible Subordinated Notes Due 2011, which are immediately convertible into Class A Common Stock, (ii) Citicorp Capital Investors, Limited, a Delaware corporation ("CCI"), as general partner of CMIII, (iii) Citicorp Venture Capital Ltd., a New York corporation ("CVC"), by virtue of beneficially owning 16,000,245 shares of Class A Common Stock, (iv) Citibank, N.A., a national banking association ("CITIBANK"), by virtue of its ownership of all of the outstanding common stock of CVC, (v) Citicorp, a Delaware corporation ("CITICORP"), by virtue of its ownership of all of the outstanding common stock of CCI and Citibank, (vi) Citigroup Holdings Company, a Delaware corporation ("CITIGROUP HOLDINGS"), by virtue of its ownership of all of the outstanding common stock of Citicorp, and (vii) Citigroup Inc., a Delaware corporation ("CITIGROUP"), by virtue of its ownership of all the outstanding common stock of Citigroup Holdings (collectively, the "REPORTING PERSONS," and each a "REPORTING PERSON"). Attached as SCHEDULE A is information concerning each executive officer and director of CCI and, by virtue of CCI's position as general partner of CMIII, of CMIII. Attached as SCHEDULE B is information concerning each executive officer and director of CVC. Attached as SCHEDULE C is information concerning each executive officer and director of Citigroup. Schedules A through C each are incorporated into and made a part of this Schedule 13D. (b) The address of the principal business and principal office of each of CMIII, CCI, CVC, Citibank, Citicorp and Citigroup is 399 Park Avenue, New York, New York 10043. The address of the principal business and principal office of Citigroup Holdings is One Rodney Square, Wilmington, Delaware 19899. (c) CMIII's principal business is investing in equity and subordinated debt securities of companies. CCI's principal business is being general partner of CMIII and acting as PAGE 10 OF 27 PAGES an investment manager for certain other affiliates of Citigroup. CVC's principal business is investing in acquisitions. Citibank is a member of the Federal Reserve System and the Federal Deposit Insurance Corporation. Citicorp is a bank holding company principally engaged, through its subsidiaries, in the general financial services business. Citigroup Holdings is a holding company principally engaged, through its subsidiaries, in the general financial services business. Citigroup is a diversified holding company providing, through its subsidiaries, a broad range of financial services to consumer and corporate customers world-wide. (d) During the last five years, none of the Reporting Persons, nor, to the knowledge of each Reporting Person, any of their respective officers, directors or controlling 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, nor, to the knowledge of each Reporting Person, any of their respective officers, directors or controlling 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) CMIII is a Delaware limited partnership. CVC is a New York corporation. Citibank is a national banking association. Each of CCI, Citicorp, Citigroup Holdings and Citigroup is a Delaware corporation. Except as otherwise indicated on Schedules A through C, to the knowledge of each Reporting Person, each executive officer and director named in Schedules A through C to this Schedule 13D are citizens of the United States. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. Item 5 is hereby amended and restated in its entirety to read as follows: (a) CMIII may be deemed to have beneficial ownership of 5,020,081 shares of Class A Common Stock, which represent 5.1% of all shares of Class A Common Stock outstanding. CVC directly beneficially owns 16,000,245 shares of Class A Common Stock, which represent 17.2% of all shares of Class A Common Stock outstanding. CMIII disclaims beneficial ownership of the 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC, and CVC disclaims beneficial ownership of the 5,020,081 shares of Class A Common Stock beneficially owned by CMIII. An affiliate of CVC beneficially owns 2,823,573 shares of Class A Common Stock, which represent 3.0% of all shares of Class A Common Stock outstanding, for which shares CMIII and CVC disclaim beneficial ownership. Citigroup indirectly beneficially owns, exclusively through its holding company structure, 23,854,379 shares of Class A Common Stock, which represent 24.3% of all shares of Class A Common Stock outstanding, including 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII, 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC, 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC and 10,480 shares of Class A Common Stock that may be deemed to be beneficially owned by certain other subsidiaries of Citigroup. Citigroup disclaims beneficial ownership of the 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC. CMIII and CVC disclaim beneficial ownership of the 10,480 shares of Class A Common Stock that may be deemed to be beneficially owned PAGE 11 OF 27 PAGES by certain other subsidiaries of Citigroup. Citigroup Holdings and Citicorp, exclusively through their holding company structure, indirectly beneficially own 23,843,899 shares of Class A Common Stock, which represent 24.3% of all shares of Class A Common Stock outstanding, including 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII, 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC and 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC. Citigroup Holdings and Citicorp disclaim beneficial ownership of the 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC and the 10,480 shares of Class A Common Stock that may be deemed to be beneficially owned by certain other subsidiaries of Citigroup. CCI, as general partner of CMIII, indirectly beneficially owns the 5,020,081 shares of Class A Common Stock held by CMIII, which represent 5.1% of all shares of Class A Common Stock outstanding. CCI disclaims beneficial ownership of the 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC, the 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC and the 10,480 shares of Class A Common Stock that may be deemed to be beneficially owned by certain other subsidiaries of Citigroup. Citibank, by virtue of its 100% ownership interest in CVC, indirectly beneficially owns the 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC, which represent 17.2% of all shares of Class A Common Stock outstanding. Citibank disclaims beneficial ownership of the 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII, the 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC and the 10,480 shares that may be deemed to be beneficially owned by certain other subsidiaries of Citigroup. Percentages are based on the number of shares of Class A Common Stock issued and outstanding as of August 8, 2002 as reported on the Company's most recent Form 10-Q. (b) CMIII and CCI may be deemed to share the voting and dispositive power of the 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII. Citibank and CVC may be deemed to share the voting and dispositive power of (i) the 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC and (ii) the 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC, as to which shares Citibank and CVC disclaim beneficial ownership. Citicorp and Citigroup Holdings may be deemed to share the voting and dispositive power of (i) the 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII, (ii) the 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC and (iii) the 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC, as to which shares Citicorp and Citigroup Holdings disclaim beneficial ownership. Citigroup may be deemed to share the voting and dispositive power of (i) the 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII, (ii) the 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC, (iii) the 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC, as to which shares Citigroup disclaims beneficial ownership, and (iv) the 10,480 shares of Class A Common Stock that may be deemed to be beneficially owned by certain other subsidiaries of Citigroup. This form is being filed by PAGE 12 OF 27 PAGES CCI, Citibank, Citicorp, Citigroup Holdings and Citigroup because of CCI's position as general partner of CMIII, Citibank's 100% ownership interest in CVC, Citicorp's 100% ownership interest in CCI and Citibank, Citigroup Holdings' 100% ownership interest in Citicorp and Citigroup's 100% interest in Citigroup Holdings. (c) Neither the Reporting Persons nor, to the best knowledge of each Reporting Person, any of the persons named in Schedule A through C to this Schedule 13D, has effected a transaction in shares of Class A Common Stock during the past 60 days. (d) No person other than CMIII has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock owned by CMIII. No person other than CVC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock owned by CVC. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended and supplemented as follows: Exhibit 15 - Joint Filing Agreement, dated as of August 22, 2002, by and among Citicorp Mezzanine III, L.P., Citicorp Capital Investors, Limited, Citicorp Venture Capital Ltd., Citibank, N.A., Citicorp, Citigroup Holdings Company and Citigroup Inc. PAGE 13 OF 27 PAGES SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement on Schedule 13D with respect to the undersigned is true, complete and correct. Dated: August 22, 2002 CITICORP MEZZANINE III, L.P. By: Citicorp Capital Investors, Limited, its General Partner By: /s/ Byron Knief -------------------------------------- Name: Byron Knief Title: President PAGE 14 OF 27 PAGES SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement on Schedule 13D with respect to the undersigned is true, complete and correct. Dated: August 22, 2002 CITICORP CAPITAL INVESTORS, LIMITED By: /s/ Byron Knief -------------------------------------- Name: Byron Knief Title: President PAGE 15 OF 27 PAGES SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement on Schedule 13D with respect to the undersigned is true, complete and correct. Dated: August 22, 2002 CITICORP VENTURE CAPITAL LTD. By: /s/ Anthony P. Mirra -------------------------------------- Name: Anthony P. Mirra Title: Vice President and Assistant Secretary PAGE 16 OF 27 PAGES SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement on Schedule 13D with respect to the undersigned is true, complete and correct. Dated: August 22, 2002 CITIBANK, N.A. By: /s/ Joseph B. Wollard -------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary PAGE 17 OF 27 PAGES SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement on Schedule 13D with respect to the undersigned is true, complete and correct. Dated: August 22, 2002 CITICORP By: /s/ Joseph B. Wollard -------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary PAGE 18 OF 27 PAGES SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement on Schedule 13D with respect to the undersigned is true, complete and correct. Dated: August 22, 2002 CITIGROUP HOLDINGS COMPANY By: /s/ Joseph B. Wollard -------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary PAGE 19 OF 27 PAGES SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement on Schedule 13D with respect to the undersigned is true, complete and correct. Dated: August 22, 2002 CITIGROUP INC. By: /s/ Joseph B. Wollard -------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary PAGE 20 OF 27 PAGES SCHEDULE A Unless otherwise indicated, each individual is a United States citizen. If no address is given, the director's or executive officer's business address is 399 Park Avenue, New York, New York 10043. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to such individual's position with Citicorp Capital Investors, Limited. Name, Title and Citizenship Principal Occupation and Place of Business - --------------------------- ------------------------------------------ William T. Comfort Director and Chairman Director and Executive Officer Byron Knief Director and President Director and Executive Officer Ann M. Goodbody Director Director Richard E. Mayberry Vice President Executive Officer Lauren M. Connelly Vice President & Secretary Executive Officer Anthony P. Mirra Vice President Executive Officer David M. Baginsky Vice President Executive Officer Edward I. Salvitti Vice President & Assistant Treasurer Executive Officer William W. Wolf Vice President & Assistant Secretary Executive Officer Peter Haggerty Vice President & Treasurer Executive Officer Darryl A. Johnson Assistant Vice President Executive Officer PAGE 21 OF 27 PAGES SCHEDULE B Unless otherwise indicated, each individual is a United States citizen. If no address is given, the director's or executive officer's business address is 399 Park Avenue, New York, New York 10043. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to such individual's position with Citicorp Venture Capital Ltd. Name, Title and Citizenship Principal Occupation and Business Address - --------------------------- ----------------------------------------- William T. Comfort Director and Senior Vice President Director Ann M. Goodbody Director Director David F. Thomas Director and Vice President Director Michael T. Bradley Vice President Executive Officer Lauren M. Connelly Vice President and Secretary Executive Officer Charles E. Corpening Vice President Executive Officer Michael A. Delaney Vice President and Managing Director Executive Officer Michael S. Gollner Vice President Executive Officer Ian D. Highet Vice President Executive Officer David Y. Howe Vice President Executive Officer Byron L. Knief Senior Vice President Executive Officer PAGE 22 OF 27 PAGES Name, Title and Citizenship Principal Occupation and Business Address - --------------------------- ----------------------------------------- Richard E. Mayberry Vice President Executive Officer Thomas F. McWilliams Vice President Executive Officer Anthony P. Mirra Vice President and Assistant Secretary Executive Officer Paul C. Schorr Vice President and Managing Director Executive Officer Joseph M. Silvestri Vice President Executive Officer James A. Urry Vice President Executive Officer John D. Weber Vice President Executive Officer Darryl A. Johnson Assistant Vice President Executive Officer PAGE 23 OF 27 PAGES SCHEDULE C Unless otherwise indicated, each individual is a United States citizen. If no address is given, the directors or executive officer's business address is 399 Park Avenue, New York, New York 10043. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to such individual's position with Citigroup Inc.
Name, Title and Citizenship Principal Occupation and Business Address - --------------------------- ----------------------------------------- C. Michael Armstrong Chairman & Chief Executive Officer Director AT&T Corporation 295 North Maple Avenue, Room 4353L Basking Ridge, NJ 07920 Alain J. P. Belda President & Chief Executive Officer Director Alcoa Inc. Brazil 390 Park Avenue, 11th Floor New York, NY 10022 George David Chairman & Chief Executive Officer Director United Technologies Corporation Kenneth T. Derr Chairman, retired Director Chevron Corporation 575 Market Street, 32nd Floor San Francisco, CA 94105 John M. Deutch Institute Professor Director Massachusetts Institute of Technology 77 Massachusetts Avenue, room 6-208 Cambridge, MA 02139 The Honorable Gerald R. Ford Former President of the United States Honorary Director 40365 Sand Dune Road Rancho Mirage, CA 92270 Alfredo Harp-Helu Chairman Director Grupo Financiero Banamex Mexico Isabel la Catolica No. 44 Col. Centro 06089 Mexico City, Mexico PAGE 24 OF 27 PAGES Name, Title and Citizenship Principal Occupation and Business Address - --------------------------- ----------------------------------------- Ann Dibble Jordan Consultant Director 2940 Benton Place, N.W. Washington, DC 20008-2718 Reuben Mark Chairman and Chief Executive Officer Director Colgate-Palmolive Company 300 Park Avenue New York, NY 10022-7499 Michael T. Masin Vice Chairman and President Director Verizon Communications Inc. 1095 Avenue of the Americas, 37th Floor New York, NY 10036 Dudley C. Mecum Managing Director Director Capricorn Holdings, G.P. 30 East Elm Street Greenwich, CT 06830 Richard D. Parsons President Director AOL Time Warner Inc. 75 Rockefeller Plaza, 29th Floor New York, NY 10019 Andrall E. Pearson Founding Chairman Director Yum! Brands, Inc. 660 Steamboat Road Greenwich, CT 06830 Roberto Hernandez Ramirez Chairman of the Board Director Banco Nacional de Mexico Mexico Actuario Roberto Medellin No. 800 5th Floor Col. Santa Fe, 01210 Mexico City, Mexico Robert E. Rubin Member of the Office of the Chairman Director and Citigroup Inc. Executive Officer PAGE 25 OF 27 PAGES Name, Title and Citizenship Principal Occupation and Business Address - --------------------------- ----------------------------------------- Franklin A. Thomas Former President Director The Ford Foundation 595 Madison Avenue, 33rd Floor New York, NY 10022 Sanford I. Weill Chairman and Chief Executive Officer Director and Citigroup Inc. Executive Officer Arthur Zankel Managing Partner Director Zankel Capital Advisors, LLC 535 Madison Avenue New York, NY 10022 Winfried F. W. Bischoff Chairman Executive Officer Citicorp Europe United Kingdom and Germany Michael A. Carpenter Chief Executive Officer Executive Officer Global Corporate and Investment Bank Citigroup Inc. 388 Greenwich Street New York, NY 100013 Stanley Fischer Vice Chairman Executive Officer Citigroup Inc. Thomas Wade Jones Chairman & Chief Executive Officer Executive Officer Global Investment Management and Private Banking Group Deryck C. Maughan Vice Chairman Executive Officer Citigroup Inc. United Kingdom Victor J. Menezes Chairman and Executive Officer Executive Officer Citibank, N.A. Charles O. Prince, III Chief Operating Officer and Corporate Secretary Executive Officer Citigroup Inc. PAGE 26 OF 27 PAGES Name, Title and Citizenship Principal Occupation and Business Address - --------------------------- ----------------------------------------- William R. Rhodes Senior Vice President Executive Officer Citigroup Inc. Todd S. Thomson Executive Vice President, Finance & Investment and Chief Executive Officer Financial Officer Citigroup Inc. Robert B. Willumstad President Executive Officer Citigroup Inc.
PAGE 27 OF 27 PAGES EXHIBIT INDEX EXHIBIT NO. Exhibit 15. Joint Filing Agreement, dated as of August 22, 2002, by and among Citicorp Mezzanine III, L.P., Citicorp Capital Investors, Limited, Citicorp Venture Capital Ltd., Citibank, N.A., Citicorp, Citigroup Holdings Company and Citigroup Inc. EX-15 3 a2088124zex-15.txt EXHIBIT 15 EXHIBIT 15 JOINT FILING AGREEMENT This will confirm the agreement by and among all of the undersigned that this Amendment No. 1 to Schedule 13D on or about this date with respect to the beneficial ownership by the undersigned of ChipPAC, Inc. is being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Dated: August 22, 2002 CITICORP MEZZANINE III, L.P. By: Citicorp Capital Investors Limited, its General Partner By: /s/ Bryon Knief --------------------------------------- Name: Byron Knief Its: President CITICORP CAPITAL INVESTORS, LIMITED By: /s/ Byron Knief --------------------------------------- Name: Byron Knief Its: President CITICORP VENTURE CAPITAL LTD. By: /s/ Anthony P. Mirra --------------------------------------- Name: Anthony P. Mirra Its: Vice President and Assistant Secretary CITIBANK, N.A. By: /s/ Joseph B. Wollard --------------------------------------- Name: Joseph B. Wollard Its: Assistant Secretary CITICORP By: /s/ Joseph B. Wollard --------------------------------------- Name: Joseph B. Wollard Its: Assistant Secretary CITIGROUP HOLDINGS COMPANY By: /s/ Joseph B. Wollard --------------------------------------- Name: Joseph B. Wollard Its: Assistant Secretary CITIGROUP INC. By: /s/ Joseph B. Wollard --------------------------------------- Name: Joseph B. Wollard Its: Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----