Amendment No. 5 to Schedule 13G

-----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, MZ54XBZAhP8LXfX5jSlIreHEtCq7iv4t7k7be3GiAMgmvpZAv2+VgJHQ0k1Bo6py aAlixI70NZN9BA4fuWE0ZQ== 0001193125-04-028155.txt : 20040224 0001193125-04-028155.hdr.sgml : 20040224 20040223210301 ACCESSION NUMBER: 0001193125-04-028155 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040224 GROUP MEMBERS: BAIN CAPITAL INVESTROS, LLC GROUP MEMBERS: BAIN CAPITAL PARTNERS VI, L.P GROUP MEMBERS: BAIN CAPITAL, LLC GROUP MEMBERS: BCIP ASSOCIATES II GROUP MEMBERS: BCIP ASSOCIATES II-B GROUP MEMBERS: BCIP ASSOCIATES II-C GROUP MEMBERS: BCIP TRUST ASSOCIATES II GROUP MEMBERS: BCIP TRUST ASSOCIATES II-B GROUP MEMBERS: PEP INVESTMENTS PTY LIMITED GROUP MEMBERS: SANKATY HIGH YIELD ASSET PARTNERS, L.P. 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60973 FILM NUMBER: 04623338 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: BAIN CAPITAL FUND VI LP CENTRAL INDEX KEY: 0001065042 IRS NUMBER: 043405560 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TWO COPLEY PLACE STREET 2: 7TH FL CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6175723000 MAIL ADDRESS: STREET 1: TWO COPLEY PL STREET 2: 7TH FL CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 5 TO SCHEDULE 13G Amendment No. 5 to Schedule 13G


AMENDMENT NO.5 TO SCHEDULE 13G
CUSIP No. 169657 10 3	13G	Page 1 of 23 Pages

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS

THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 5)¹

ChipPAC, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

169657 10 3

(CUSIP Number)

February 10, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-(c)

x Rule 13d-1(d)

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 in 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 (“Act”) 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).


CUSIP No. 169657 10 3		13G		Page 2 of 23 Pages



1		NAME OF REPORTING PERSON BAIN CAPITAL FUND VI, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

None

6 SHARED VOTING POWER

4,674,173 (See Item 4)

7 SOLE DISPOSITIVE POWER

4,674,173 (See Item 4)

8 SHARED DISPOSITIVE POWER

None


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,674,173 (See Item 4)

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.80%

12		TYPE OF REPORTING PERSON* PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 169657 10 3		13G		Page 3 of 23 Pages



1		NAME OF REPORTING PERSON BAIN CAPITAL PARTNERS VI, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

None

6 SHARED VOTING POWER

4,674,173 (See Item 4)

7 SOLE DISPOSITIVE POWER

None

8 SHARED DISPOSITIVE POWER

4,674,173 (See Item 4)


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,674,173 (See Item 4)

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.80%

12		TYPE OF REPORTING PERSON* PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 169657 10 3		13G		Page 4 of 23 Pages



1		NAME OF REPORTING PERSON BAIN CAPITAL INVESTORS, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

None

6 SHARED VOTING POWER

5,957,019 (See Item 4)

7 SOLE DISPOSITIVE POWER

None

8 SHARED DISPOSITIVE POWER

5,957,019 (See Item 4)


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,957,019 (See Item 4)

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.12%

12		TYPE OF REPORTING PERSON* OO

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 169657 10 3		13G		Page 5 of 23 Pages



1		NAME OF REPORTING PERSON BCIP ASSOCIATES II I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

None

6 SHARED VOTING POWER

625,444 (See Item 4)

7 SOLE DISPOSITIVE POWER

625,444 (See Item 4)

8 SHARED DISPOSITIVE POWER

None


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 625,444 (See Item 4)

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .64%

12		TYPE OF REPORTING PERSON* PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 169657 10 3		13G		Page 6 of 23 Pages



1		NAME OF REPORTING PERSON BCIP ASSOCIATES II-B I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

None

6 SHARED VOTING POWER

114,271 (See Item 4)

7 SOLE DISPOSITIVE POWER

114,271 (See Item 4)

8 SHARED DISPOSITIVE POWER

None


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 114,271 (See Item 4)

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.12%

12		TYPE OF REPORTING PERSON* PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 169657 10 3		13G		Page 7 of 23 Pages



1		NAME OF REPORTING PERSON BCIP ASSOCIATES II-C I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

None

6 SHARED VOTING POWER

242,832 (See Item 4)

7 SOLE DISPOSITIVE POWER

242,832 (See Item 4)

8 SHARED DISPOSITIVE POWER

None


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 242,832 (See Item 4)

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.25%

12		TYPE OF REPORTING PERSON* PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 169657 10 3		13G		Page 8 of 23 Pages



1		NAME OF REPORTING PERSON BCIP TRUST ASSOCIATES II I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

None

6 SHARED VOTING POWER

217,144 (See Item 4)

7 SOLE DISPOSITIVE POWER

217,144 (See Item 4)

8 SHARED DISPOSITIVE POWER

None


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 217,144 (See Item 4)

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.22%

12		TYPE OF REPORTING PERSON* PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 169657 10 3		13G		Page 9 of 23 Pages



1		NAME OF REPORTING PERSON BCIP TRUST ASSOCIATES II-B I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

None

6 SHARED VOTING POWER

56,156 (See Item 4)

7 SOLE DISPOSITIVE POWER

56,156 (See Item 4)

8 SHARED DISPOSITIVE POWER

None


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,156 (See Item 4)

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.06%

12		TYPE OF REPORTING PERSON* PN

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 169657 10 3		13G		Page 10 of 23 Pages



1		NAME OF REPORTING PERSON BAIN CAPITAL, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

None

6 SHARED VOTING POWER

183,334 (See Item 4)

7 SOLE DISPOSITIVE POWER

183,334 (See Item 4)

8 SHARED DISPOSITIVE POWER

None


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,334 (See Item 4)

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.19%

12		TYPE OF REPORTING PERSON* OO

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 169657 10 3		13G		Page 11 of 23 Pages



1		NAME OF REPORTING PERSON PEP INVESTMENTS PTY LIMITED I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION New South Wales, Australia

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

None

6 SHARED VOTING POWER

15,582 (See Item 4)

7 SOLE DISPOSITIVE POWER

15,582 (See Item 4)

8 SHARED DISPOSITIVE POWER

None


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,582 (See Item 4)

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .016%

12		TYPE OF REPORTING PERSON* OO

* SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 169657 10 3		13G		Page 12 of 23 Pages



1		NAME OF REPORTING PERSON SANKATY HIGH YIELD ASSET PARTNERS, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

None

6 SHARED VOTING POWER

131,461 (See Item 4)

7 SOLE DISPOSITIVE POWER

131,461 (See Item 4)

8 SHARED DISPOSITIVE POWER

None


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 131,461 (See Item 4)

10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.14%

12		TYPE OF REPORTING PERSON* OO

* SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G


Item 1(a).	Name of Issuer: ChipPAC, Inc.

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	47400 Kato Road Fremont, California 94538

Item 2(a).	Name of Person Filing: This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-(1)(f) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”):

	(i)	Bain Capital Fund VI, L.P. (“BCF-VI”), a Delaware limited partnership, by virtue of its direct beneficial ownership of shares of Class A common stock, par value $.01 per share (the “Class A Common Stock”), of ChipPAC, Inc., a Delaware corporation (the “Company”);

	(ii)	Bain Capital Partners VI, L.P. (“BCP”), a Delaware limited partnership, as the sole general partner of BCF-VI;

	(iii)	BCIP Associates II (“BCIP”), a Delaware general partnership, by virtue of its direct beneficial ownership of shares of Class A Common Stock;

	(iv)	BCIP Associates II-B (“BCIP-B”), a Delaware general partnership, by virtue of its direct beneficial ownership of shares of Class A Common Stock;

	(v)	BCIP Associates II-C (“BCIP-C”), a Delaware general partnership, by virtue of its direct beneficial ownership of shares of Class A Common Stock;

	(vi)	BCIP Trust Associates II (“BCIPT”), a Delaware general partnership, by virtue of its direct beneficial ownership of shares of Class A Common Stock;

Page 13 of 23 Pages



	(vii)	BCIP Trust Associates II-B (“BCIPT-B”), a Delaware general partnership, by virtue of its direct beneficial ownership of shares of Class A Common Stock;

	(viii)	Bain Capital Investors, LLC (“BCI”), a Delaware limited liability company, as the sole general partner of BCP and as the managing general partner of BCIP, BCIP-B, BCIP-C, BCIPT and BCIPT-B;

	(ix)	Bain Capital, LLC (“BCL”), a Delaware limited liability company, by virtue of its direct beneficial ownership of shares of Class A Common Stock;

	(x)	PEP Investments Pty Limited (“PEP”) a New South Wales limited company, by virtue of its direct beneficial ownership of shares of Class A Common Stock;

	(xi)	Sankaty High Yield Asset Partners, L.P. (“Sankaty”) a Delaware limited partnership, by virtue of its direct beneficial ownership of shares of Class A Common Stock; and

	BCF-VI, BCIP, BCIP-B, BCIP-C, BCIPT, BCIPT-B, BCL, PEP and Sankaty are collectively referred herein as the “Bain Investors”. The Bain Investors, BCP and BCI are collectively referred herein as the “Reporting Persons”. The Reporting Persons have entered into a (1) Joint Filing Agreement, a copy of which is filed with this statement as Exhibit A (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(f) (1) under the Exchange Act and (2) Power of Attorney, a copy of which is filed with this statement as Exhibit B (which is incorporated herein by reference).

	The Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act as a result of the association with BCI, a management company. In general, the Bain Investors acquire and dispose of an issuer’s securities on the same terms and conditions and dispose of such securities in the same proportion. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement.

Item 2(b).	Address of Principal Business Office or, if none, Residence:

	The address of the principal business office of each of the Reporting Persons, other than PEP, is c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199. The principal business address of PEP is Level 34, The Chifley Tower, 2 Chifley Square, Sydney, New South Wales, Australia.

Page 14 of 23 Pages



Item 2(c).		Citizenship:

		Each of the Bain Investors, other than PEP and BCL, is a partnership organized under the laws of the State of Delaware. BCL and BCI are limited liability companies organized under the laws of the State of Delaware. PEP is a New South Wales, Australia limited company.

Item 2(d).		Title of Class of Securities:

		Class A common stock, par value $.01 per share.

Item 2(e).		CUSIP NO.: 169657 10 3

Item 3.		If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

		Not Applicable.

Item 4.		Ownership:

		(a)-(c). On February 10, 2004, ChipPAC, Inc., a Delaware corporation (“Issuer”), entered into an Agreement and Plan of Merger and Reorganization dated as of February 10, 2004 (the “Merger Agreement”) with ST Assembly Test Services Ltd, a Singapore public company limited by shares (“STATS”) and STATS’ wholly-owned subsidiary Camelot Merger, Inc. (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub shall be merged with and into Issuer (the “Merger”). As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Issuer shall continue as the surviving corporation. The description contained in this Item 4 of the transactions contemplated by the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement.

		In connection with the Merger Agreement, the Bain Investors and certain other stockholders of Issuer entered into a Voting Agreement of even date therewith (the “Voting Agreement”) with STATS, which provides for, among other things, the Bain Investors to vote their Class A Common Stock in such manner as may be necessary to consummate the Merger. In addition, the Voting Agreement provides that each stockholder of Issuer, including the Bain Investors, shall deliver to STATS a proxy which shall be irrevocable to the fullest extent permissible by law. The description contained in this Item 4 of the transactions contemplated by the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement.

		As a result of the foregoing, each Reporting Person named in response to Item 2 hereof has, as of the date hereof, shared or sole power to vote or to direct the vote and shared or sole power to dispose or to direct the disposition of the Class A Common Stock as follows:

		Bain Capital Fund VI, L.P. BCF-VI has the sole power to dispose of 4,674,173 shares of Class A Common Stock held by BCF-VI, constituting approximately 4.80% of the outstanding Class A Common Stock. However, as a party to the Voting Agreement, BCF-VI may be deemed to have only shared power to vote such 4,674,173 shares of Class A Common Stock.

		Bain Capital Partners VI, L.P. BCP, as the sole general partner of BCF-VI, may be deemed to have the shared power to vote and to dispose of 4,674,173 shares of Class A Common Stock held by BCF-VI, which constitutes approximately 4.80% of the outstanding Class A Common Stock. The filing of this Schedule 13G by BCP shall not be considered an admission that BCP is, for the purpose of Section 13(g) of the Act, the beneficial owner of such shares held by BCF-VI.

		BCIP Associates II. BCIP has the sole power to dispose of 625,444 shares of Class A Common Stock held by BCIP, which constitutes approximately .64% of the outstanding Class A Common Stock. However, as a party to the Voting Agreement, BCIP maybe deemed to have only shared power to vote such 625,444 shares of Class A Common Stock.

Page 15 of 23 Pages



		BCIP Associates II-B. BCIP-B has the sole power to dispose of 114,271 shares of Class A Common Stock held by BCIP-B, which constitutes approximately 0.12% of the outstanding Class A Common Stock. However, as a party to the Voting Agreement, BCIP-B may be deemed to have only shared power to vote such 114,271 shares of Class A Common Stock.

		BCIP Associates II-C. BCIP-C has the sole power to dispose of 242,832 shares of Class A Common Stock held by BCIP-C, which constitutes approximately 0.25% of the outstanding Class A Common Stock. However, as a party to the Voting Agreement, BCIP-C may be deemed to have only shared power to vote such 242,832 shares of Class A Common Stock.

		BCIP Trust Associates II. BCIPT has the sole power to dispose of 217,144 shares of Class A Common Stock held by BCIPT, which constitutes approximately 0.22% of the outstanding Class A Common Stock. However, as a party to the Voting Agreement, BCIPT may be deemed to have only shared power to vote such 217,144 shares of Class A Common Stock.

		BCIP Trust Associates II-B. BCIPT-B has the sole power to dispose of 56,156 shares of Class A Common Stock held by BCIPT-B, which constitutes approximately 0.06% of the outstanding Class A Common Stock. However, as a party to the Voting Agreement, BCIPT-B may be deemed to have only shared power to vote such 56,156 shares of Class A Common Stock.

		Bain Capital Investors, LLC. BCI, as the sole general partner of BCP and as the managing general partner of BCIP, BCIP-B, BCIP-C, BCIPT and BCIPT-B, may be deemed to have the shared power to vote and to dispose of 5,957,019 shares of Class A Common Stock held by BCF-VI, BCIP, BCIP-B, BCIP-C, BCIPT and BCIPT-B, which constitutes approximately 6.12% of the outstanding Class A Common Stock. The filing of this Schedule 13G by BCI shall not be considered an admission that BCI is, for the purpose of Section 13(g) of the Act, the beneficial owner of such shares held by BCF-VI, BCIP, BCIP-B, BCIP-C, BCIPT or BCIPT-B.

		Bain Capital, LLC. BCL has the sole power to dispose of 183,334 shares of Class A Common Stock held by BCL, which constitutes approximately 0.19% of the outstanding Class A Common Stock. However, as a party to the Voting Agreement, BCL may be deemed to have only shared power to vote such 183,334 shares of Class A Common Stock.

		PEP Investments Pty Limited. PEP has the sole power to dispose of 15,582 shares of Class A Common Stock held by PEP, which constitutes approximately .016% of the outstanding Class A Common Stock. However, as a party to the Voting Agreement, PEP may be deemed to have only shared power to vote such 15,582 shares of Class A Common Stock.

		Sankaty High Yield Asset Partners, L.P. Sankaty has the sole power to dispose of 131,461 shares of Class A Common Stock held by Sankaty, which constitutes approximately 0.14% of the outstanding Class A Common Stock. However, as a party to the Voting Agreement, Sankaty may be deemed to have only shared power to vote such 131,461 shares of Class A Common Stock.

		Except as otherwise specifically noted, all of the percentages calculated in this Schedule 13G are based upon an aggregate of 97,303,421 shares of Class A Common Stock outstanding as of January 30, 2004. Each Reporting Person expressly disclaims beneficial ownership

Page 16 of 23 Pages



		of any shares of Class A Common Stock beneficially owned by each other Reporting Person.

Item 5.		Ownership of Five Percent or Less of a Class.

		If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6.		Ownership of More Than Five Percent on Behalf of Another Person.

		See response to Item 4.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

		Not Applicable.

Item 8.		Identification and Classification of Members of the Group.

		Not Applicable.

Item 9.		Notice of Dissolution of Group.

		Not Applicable.

Item 10.		Certifications.

		Not Applicable.

Page 17 of 23 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: February 20, 2004


BAIN CAPITAL FUND VI, L.P.

By:		BAIN CAPITAL PARTNERS VI, L.P., its General Partner

By:		/s/ Eva H. Davis

		Name: Eva H. Davis
		Title: Attorney-in-Fact

BAIN CAPITAL PARTNERS VI, L.P.

By:		Bain Capital Investors, LLC its General Partner

By:		/s/ Eva H. Davis

		Name: Eva H. Davis
		Title: Attorney-in-Fact

BAIN CAPITAL INVESTORS, LLC

By:		/s/ Eva H. Davis

		Name: Eva H. Davis
		Title: Attorney-in-Fact

Page 18 of 23 Pages


BCIP ASSOCIATES II
BCIP ASSOCIATES II-B
BCIP ASSOCIATES II-C
BCIP TRUST ASSOCIATES II
BCIP TRUST ASSOCIATES II-B

By:		Bain Capital Investors, LLC

By:		/s/ Eva H. Davis

		Name: Eva H. Davis
		Title: Attorney-in-Fact

BAIN CAPITAL INVESTORS, LLC

By:		/s/ Eva H. Davis

		Name: Eva H. Davis
		Title: Attorney-in-Fact

BAIN CAPITAL, LLC

By:		/s/ Eva H. Davis

		Name: Eva H. Davis
		Title: Attorney-in-Fact

PEP INVESTMENTS PTY LIMITED

By:		Bain Capital Investors, LLC its Attorney-in-Fact

By:		/s/ Eva H. Davis

		Name: Eva H. Davis
		Title: Attorney-in-Fact

SANKATY HIGH YIELD ASSET PARTNERS, L.P.

By:		Sankaty High Yield Asset Investors, LLC

By:		Sankaty Investors, LLC

By:		/s/ Eva H. Davis

		Name: Eva H. Davis
		Title: Attorney-in-Fact

Page 19 of 23 Pages

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF

SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.


Date: February 20, 2004	BAIN CAPITAL FUND VI, L.P.

	By:	BAIN CAPITAL PARTNERS VI, L.P., its General Partner

	By:	Bain Capital Investors, LLC its General Partner

	By:	/s/ Eva H. Davis

		Name: Eva H. Davis
		Title: Attorney-in-Fact

	BAIN CAPITAL PARTNERS VI, L.P.

	By:	Bain Capital Investors, LLC its General Partner

	By:	/s/ Eva H. Davis

		Name: Eva H. Davis
		Title: Attorney-in-Fact

Page 20 of 23 Pages


				BAIN CAPITAL INVESTORS, LLC

				By:		/s/ Eva H. Davis

						Name: Eva H. Davis Title: Attorney-in-Fact

				BCIP ASSOCIATES II BCIP ASSOCIATES II-B BCIP ASSOCIATES II-C BCIP TRUST ASSOCIATES II BCIP TRUST ASSOCIATES II-B

				By:		Bain Capital Investors, LLC their Managing General Partner

				By:		/s/ Eva H. Davis

						Name: Eva H. Davis
						Title: Attorney-in-Fact

				BAIN CAPITAL INVESTORS, LLC

				By:		/s/ Eva H. Davis

						Name: Eva H. Davis
						Title: Attorney-in-Fact

				BAIN CAPITAL, LLC

				By:		/s/ Eva H. Davis

						Name: Eva H. Davis
						Title: Attorney-in-Fact

				PEP INVESTMENTS PTY LIMITED

				By:		Bain Capital Investors, LLC its Attorney-in-Fact

				By:		/s/ Eva H. Davis

						Name: Eva H. Davis
						Title: Attorney-in-Fact

				SANKATY HIGH YIELD ASSET PARTNERS, L.P.

				By:		Sankaty High Yield Asset Investors, LLC

				By:		Sankaty Investors, LLC

				By:		/s/ Eva H. Davis

						Name: Eva H. Davis
						Title: Attorney-in-Fact

Page 21 of 23 Pages

Exhibit B

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints each of Jeffrey C. Hammes, Dennis M. Myers and Eva H. Davis, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of shares of common stock of ChipPAC, Inc., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreement), required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”) and any Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G or Form 3, 4, or 5 and timely file such schedule or form with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the NASDAQ National Market; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 13 or 16 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

* * * * *

Page 22 of 23 Pages

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of February, 2002.


Date: February 14, 2002	BAIN CAPITAL INVESTORS, LLC

	By:	/s/ Michael Goss

		Name: Michael Goss
		Title: Managing Director

	BCIP ASSOCIATES II BCIP ASSOCIATES II-B BCIP ASSOCIATES II-C BCIP TRUST ASSOCIATES II BCIP TRUST ASSOCIATES II-B

	By:	Bain Capital Investors, LLC their Managing General Partner

	By:	/s/ Michael Goss

		Name: Michael Goss
		Title: Managing Director

	By:	BAIN CAPITAL INVESTORS, LLC

	By:	/s/ Michael Goss

		Name: Michael Goss
		Title: Managing Director

	By:	BAIN CAPITAL, LLC

	By:	/s/ Michael Goss

		Name: Michael Goss
		Title: Managing Director

	By:	PEP INVESTMENTS PTY LIMITED

	By:	Bain Capital Investors, LLC its Attorney-in-Fact

	By:	/s/ Michael Goss

		Name: Michael Goss
		Title: Managing Director

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of February, 2004.


						SANKATY HIGH YIELD ASSET PARTNERS, L.P.

						By:		Sankaty High Yield Asset Investors, LLC

						By:		Sankaty Investors, LLC

						By:		/s/ Michael Goss

								Name: Michael Goss
								Title: Managing Director

Page 23 of 23 Pages

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