-----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, Pxp2Qv7rN/RGDjzfFycwJpclIdXL+UpdJE8F7wirPWODQ8iYgkRxBcW0Xcj2w2+t GmOuKT0p0fUzz+SEIAFKsg== 0001047469-03-037532.txt : 20031114 0001047469-03-037532.hdr.sgml : 20031114 20031114164528 ACCESSION NUMBER: 0001047469-03-037532 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031114 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: 031005359 BUSINESS ADDRESS: STREET 1: 47400 KATO ROAD CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5109798000 MAIL ADDRESS: STREET 1: 47400 KATO ROAD CITY: FREMONT STATE: CA ZIP: 94538 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 GROUP INC DATE OF NAME CHANGE: 19950519 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 SC 13D/A 1 a2122562zsc13da.txt SC 13D/A 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. 2) CHIPPAC, INC. - -------------------------------------------------------------------------------- (Name of Company) CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 169657-10-3 ---------------------------------------- (CUSIP Number) Serena D. Moe Citigroup Inc. 425 Park Avenue New York, New York 10043 (212) 559-1000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 3, 2003 - -------------------------------------------------------------------------------- (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 21 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) 5.0%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** EXCLUDES (I) 12,035,245 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) 2,159,161 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY AN AFFILIATE OF CVC, FOR WHICH SHARES CMIII DISCLAIMS BENEFICIAL OWNERSHIP AND (III) 4,181 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 21 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) 5.0%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** EXCLUDES (I) 12,035,245 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) 2,159,161 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY AN AFFILIATE OF CVC, FOR WHICH SHARES CCI DISCLAIMS BENEFICIAL OWNERSHIP AND (III) 4,181 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 21 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 14,194,406 SHARES** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 14,194,406 SHARES** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,194,406 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) 14.9%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES 2,159,161 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) 4,181 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 21 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 14,194,406 SHARES** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 14,194,406 SHARES** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,194,406 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) 14.9%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BK - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES (I) 12,035,245 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED BY CITICORP VENTURE CAPITAL LTD. ("CVC") AND (II) 2,159,161 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) 4,181 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 21 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 19,214,487 SHARES** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 19,214,487 SHARES** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,214,487 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) 19.1%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES (I) 2,159,161 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) 12,035,245 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 4,181 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 21 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 19,214,487 SHARES** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 19,214,487 SHARES** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,214,487 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) 19.1%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES (I) 2,159,161 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) 12,035,245 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 4,181 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 21 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* - -------------------------------------------------------------------------------- 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 19,218,668 SHARES** OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 19,218,668 SHARES** -------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,218,668 SHARES** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.1%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES (I) 2,159,161 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) 12,035,245 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) 4,181 SHARES OF CLASS A COMMON STOCK THAT MAY BE DEEMED TO BE BENEFICIALLY OWNED BY CERTAIN OTHER SUBSIDIARIES OF CITIGROUP INC. PAGE 9 OF 21 PAGES This Amendment No. 2 to the Statement on Schedule 13D amends the Schedule 13D filed on June 27, 2001 and Amendment No. 1 thereto filed on August 22, 2002 (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"). Except as otherwise described herein, the information contained in the Schedule 13D, as previously amended, remains in effect, and all capitalized terms used but not defined herein shall have the meanings previously ascribed to them in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and supplemented 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 12,035,245 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. PAGE 10 OF 21 PAGES (e) On April 28, 2003 Salomon Smith Barney, Inc. ("SSB"), now named Citigroup Global Markets, Inc., a subsidiary of Citigroup, announced final agreements with the Commission, the National Association of Securities Dealers, the New York Stock Exchange and the New York Attorney General (as lead state among the 50 states, the District of Columbia and Puerto Rico) to resolve on a civil basis all their outstanding investigations into its research and initial public offering allocation and distribution practices. SSB will pay $300 million for retrospective relief, plus $25 million for investor education, and has committed to spend $75 million to provide independent third-party research to its clients at no charge. SSB will also adopt new policies and procedures to further ensure the independence of its research and address other issues identified in the course of the investigation SSB reached these final settlement agreements without admitting or denying any wrongdoing or liability. The settlements do not establish wrongdoing or liability for purposes of any other proceeding. Other than as described above, during the last five years, none of the Reporting Persons or, to the best of the knowledge of the Reporting Persons, any of the persons listed on Schedules A-C attached hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. Item 5 is hereby amended and supplemented as follows: (a) CMIII may be deemed to have beneficial ownership of 5,020,081 shares of Class A Common Stock, which represent 5.0% of all shares of Class A Common Stock outstanding. CVC directly beneficially owns 12,035,245 shares of Class A Common Stock, which represent 12.6% of all shares of Class A Common Stock outstanding. CMIII disclaims beneficial ownership of the 12,035,245 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 2,159,161 shares of Class A Common Stock, which represent 2.3% 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, 19,218,668 shares of Class A Common Stock, which represent 19.1% of all shares of Class A Common Stock outstanding, including 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII, 12,035,245 shares of Class A Common Stock directly beneficially owned by CVC, 2,159,161 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC and 4,181 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 2,159,161 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC. CMIII and CVC disclaim beneficial ownership of the 4,181 shares of Class A Common Stock that may be deemed to be beneficially owned PAGE 11 OF 21 PAGES by certain other subsidiaries of Citigroup. Citigroup Holdings and Citicorp, exclusively through their holding company structure, indirectly beneficially own 19,214,487 shares of Class A Common Stock, which represent 19.1% of all shares of Class A Common Stock outstanding, including 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII, 12,035,245 shares of Class A Common Stock directly beneficially owned by CVC and 2,159,161 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC. Citigroup Holdings and Citicorp disclaim beneficial ownership of the 2,159,161 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC and the 4,181 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 5.0% of all shares of Class A Common Stock outstanding. CCI disclaims beneficial ownership of the 12,035,245 shares of Class A Common Stock directly beneficially owned by CVC, the 2,159,161 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC and the 4,181 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 12,035,245 shares of Class A Common Stock directly beneficially owned by CVC, which represent 12.6% 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 2,159,161 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC and the 4,181 shares that may be deemed to be beneficially owned by certain other subsidiaries of Citigroup. Percentages are based on the 95,340,472 shares of Class A Common Stock issued and outstanding as of August 20, 2003, as reported on the Company's registration statement filed October 3, 2003. (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 12,035,245 shares of Class A Common Stock directly beneficially owned by CVC and (ii) the 2,159,161 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 12,035,245 shares of Class A Common Stock directly beneficially owned by CVC and (iii) the 2,159,161 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 12,035,245 shares of Class A Common Stock directly beneficially owned by CVC, (iii) the 2,159,161 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 4,181 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 21 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% ownership interest in Citigroup Holdings. (c) Other than the transactions described below, 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 (excluding transactions that may have been effected by certain subsidiaries of Citigroup for managed accounts with funds provided by third party customers): On November 3, 2003, CVC contributed 3,000,000 shares of Common Stock as a gift to a foundation and an affiliate of CVC sold 30,000 shares of Common Stock in open market transactions at an average price of $8.41 per share. On November 5, 2003, CVC sold 313,000 shares of Common Stock in open market transactions at an average price of $7.86 per share and an affiliate of CVC sold 499,412 shares of Common Stock in open market transactions at an average price of $7.90 per share. On November 6, 2003, CVC sold 551,250 shares of Common Stock in open market transactions at an average price of $7.74 per share and an affiliate of CVC sold 105,750 shares of Common Stock in open market transactions at an average price of $7.70 per share. On November 12, 2003, CVC Sold 100,750 shares of Common Stock and an affiliate of CVC sold 29,250 shares of Common Stock in open market transactions at an average price of $7.86 per share. (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 November 13, 2003, 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 21 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: November 13, 2003 CITICORP MEZZANINE III, L.P. By: Citicorp Capital Investors, Limited, its General Partner By: /s/ Anthony P. Mirra -------------------------------------- Name: Anthony P. Mirra Title: Vice President CITICORP CAPITAL INVESTORS, LIMITED By: /s/ Anthony P. Mirra -------------------------------------- Name: Anthony P. Mirra Title: Vice President CITICORP VENTURE CAPITAL LTD. By: /s/ Anthony P. Mirra -------------------------------------- Name: Anthony P. Mirra Title: Vice President and Assistant Secretary CITIBANK, N.A. By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary CITICORP By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary CITIGROUP HOLDINGS COMPANY By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary CITIGROUP INC. By: /s/ Serena D. Moe -------------------------------------- Name: Serena D. Moe Title: Assistant Secretary PAGE 14 OF 21 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 Business Address - --------------------------- ----------------------------------------- William T. Comfort Chairman Director and Executive Officer Byron Knief President Director and Executive Officer David F. Thomas Vice President Director and Executive Officer Lauren M. Connelly Vice President & Secretary Executive Officer Peter Haggerty Vice President & Treasurer Executive Officer Scott A. Lyons Vice President Executive Officer Richard E. Mayberry Vice President Executive Officer Anthony P. Mirra Vice President Executive Officer Edward C. Salvitti Vice President & Assistant Treasurer Executive Officer William H. Wolf Vice President & Assistant Secretary Executive Officer Jennifer Cappello-Ruggiero Assistant Vice President Executive Officer
PAGE 15 OF 21 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 Senior Vice President Director and Executive Officer David F. Thomas Vice President and Managing Director Director and Executive Officer Michael A. Delaney Vice President and Managing Director Director and Executive Officer Thomas F. McWilliams Vice President and Managing Director Executive Officer Paul C. Schorr Vice President and Managing Director Executive Officer Michael T. Bradley Vice President Executive Officer Lauren M. Connelly Vice President and Secretary Executive Officer Charles E. Corpening Vice President Executive Officer Michael S. Gollner Vice President Executive Officer Ian D. Highet Vice President Executive Officer Byron L. Knief Vice President Executive Officer PAGE 16 OF 21 PAGES Name, Title and Citizenship Principal Occupation and Business Address - --------------------------- ----------------------------------------- Richard E. Mayberry Vice President Executive Officer Anthony P. Mirra Vice President and Assistant Secretary Executive Officer Joseph M. Silvestri Vice President Executive Officer Michael D. Stephenson Vice President Executive Officer James A. Urry Vice President Executive Officer John D. Weber Vice President Executive Officer Jennifer Cappello-Ruggiero Assistant Vice President Executive Officer Darryl A. Johnson Assistant Vice President Executive Officer
PAGE 17 OF 21 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 Director Comcast Corporation 1114 Avenue of the Americas, 21st Floor New York, NY 10036 Alain J. P. Belda Chairman & 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 1 Financial Plaza Hartford, CT 06101 Kenneth T. Derr Chairman, retired Director ChevronTexaco Corporation 345 California Street Room 3016 San Francisco, CA 94104 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 Roberto Hernandez Chairman of the Board Director Banco Nacional de Mexico Mexico Actuario Roberto Medellin No. 800 - 5th Floor Col. Sante Fe 01210 Mexico City, Mexico PAGE 18 OF 21 PAGES Name, Title and Citizenship Principal Occupation and Business Address - --------------------------- ----------------------------------------- Ann Dibble Jordan Consultant Director 2940 Benton Place, N.W. Washington, DC 20008-2718 Dudley C. Mecum Managing Director Director Capricorn Holdings, LLC 30 East Elm Street Greenwich, CT 06830 Richard D. Parsons Chairman and Chief Executive Officer Director Time Warner Inc. 75 Rockefeller Plaza, 29th Floor New York, NY 10019 Andrall E. Pearson Founding Chairman Director Yum! Brands, Inc. 41 Meadow Wood Drive Greenwich, CT 06830 Charles Prince Chief Executive Officer Director and Citigroup Inc. Executive Officer Robert E. Rubin Member of the Office of the Chairman Director and Citigroup Inc. Executive Officer PAGE 19 OF 21 PAGES Name, Title and Citizenship Principal Occupation and Business Address - --------------------------- ----------------------------------------- Franklin A. Thomas Consultant Director TFF Study Group 595 Madison Avenue, 33rd Floor New York, NY 10022 Sanford I. Weill Chairman Director and Citigroup Inc. Executive Officer Robert B. Williamstad President and Chief Operating Officer Director and Citigroup Inc. Executive Officer Arthur Zankel Senior Managing Member Director High Rise Capital Management, L.P. 535 Madison Avenue, 26th Floor New York, NY 10022 Winfried F. W. Bischoff Chairman Executive Officer Citicorp Europe United Kingdom and Germany 33 Canada Square Canary Wharf, London E14 5LB United Kingdom Michael A. Carpenter Chairman and Chief Executive Officer Executive Officer Citigroup Global Investments Robert Druskin President and Chief Operating Officer Executive Officer Global Corporate and Investment Banking Group 388 Greenwich Street, 39th Floor New York, NY 10013 Stanley Fischer Vice Chairman Executive Officer Citigroup Inc. William P. Hannon Controller and Chief Accounting Officer Executive Officer Citigroup Inc. Michael S. Helfer General Counsel and Corporate Secretary Executive Officer Citigroup Inc. Thomas W. Jones Chairman & Chief Executive Officer Executive Officer Global Investment Management and Private Banking Group Sallie L. Krawcheck Chairman and Chief Executive Officer Executive Officer Smith Barney 388 Greenwich Street, 39th Floor New York, NY 10013 Marjorie Magner Chairman and Chief Executive Officer Executive Officer Global Consumer Group PAGE 20 OF 21 PAGES Name, Title and Citizenship Principal Occupation and Business Address - --------------------------- ----------------------------------------- Michael T. Masin Vice Chairman Executive Officer Citigroup Inc. Deryck C. Maughan Vice Chairman Executive Officer Citigroup Inc. Victor J. Menezes Senior Vice Chairman Executive Officer Citigroup Inc. William R. Rhodes Senior Vice Chairman Executive Officer Citigroup Inc. Todd S. Thomson Executive Vice President, Finance & Investments and Chief Executive Officer Financial Officer Citigroup Inc.
PAGE 21 OF 21 PAGES EXHIBIT INDEX EXHIBIT NO. Exhibit 15. Joint Filing Agreement, dated as of November 13, 2003, 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 a2122562zex-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. 2 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: November 13, 2003 CITICORP MEZZANINE III, L.P. By: Citicorp Capital Investors Limited, its General Partner By: /s/ Anthony P. Mirra --------------------------------------- Name: Anthony P. Mirra Title: Vice President CITICORP CAPITAL INVESTORS, LIMITED By: /s/ Anthony P. Mirra --------------------------------------- Name: Anthony P. Mirra Title: Vice President CITICORP VENTURE CAPITAL LTD. By: /s/ Anthony P. Mirra --------------------------------------- Name: Anthony P. Mirra Title: Vice President and Assistant Secretary CITIBANK, N.A. By: /s/ Serena D. Moe --------------------------------------- Name: Serena D. Moe Title: Assistant Secretary CITICORP By: /s/ Serena D. Moe --------------------------------------- Name: Serena D. Moe Its: Assistant Secretary CITIGROUP HOLDINGS COMPANY By: /s/ Serena D. Moe --------------------------------------- Name: Serena D. Moe Its: Assistant Secretary CITIGROUP INC. By: /s/ Serena D. Moe --------------------------------------- Name: Serena D. Moe Its: Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----