8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

September 7, 2004

ChipPAC, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-31173	77-0463048
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

47400 Kato Road, Fremont California 94538

(Address of principal executive offices, including zip code)

(510) 979-8000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01. Other Events
	Item 9.01. Financial statements and exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 8.01. Other Events

ChipPAC, Inc.’s parent company, STATS ChipPAC Ltd. (“STATS ChipPAC” — NNM: STTS and SGX: ST Assembly), announced today that ChipPAC, Inc.’s wholly owned subsidiary ChipPAC International Company Limited (“ChipPAC International”) commenced a cash tender offer on September 3, 2004 relating to any and all of ChipPAC International’s outstanding $165,000,000 aggregate principal amount of 12-3/4% Senior Subordinated Notes due 2009 (the “ Notes”). In conjunction with the tender offer, ChipPAC International is also soliciting consents to adopt proposed amendments to the indenture under which the Notes were issued that would eliminate substantially all restrictive covenants and certain event of default provisions.

Item 9.01. Financial Statements And Exhibits

     (c) Exhibits.

Exhibit
No.	Description
99.1	Press release issued by STATS ChipPAC Ltd. dated September 7, 2004.

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, as of September 15, 2004.

CHIPPAC, INC. (Registrant)
By:	/s/ DREW DAVIES
	Drew Davies
	Corporate Secretary

3

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Press release issued by STATS ChipPAC Ltd. dated September 7, 2004.

4

EX-99.1

                                                                    EXHIBIT 99.1

CORPORATE RELEASE




      STATS CHIPPAC LTD. ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION BY
                    CHIPPAC INTERNATIONAL COMPANY LIMITED FOR
                 ANY AND ALL OF THE 12 3/4% SENIOR SUBORDINATED
         NOTES DUE 2009 ISSUED BY CHIPPAC INTERNATIONAL COMPANY LIMITED

SINGAPORE AND UNITED STATES -- SEPTEMBER 7, 2004 -- STATS ChipPAC Ltd. ("STATS
ChipPAC" - NNM: STTS and SGX: ST Assembly) announced today that its indirect
wholly owned subsidiary ChipPAC International Company Limited ("ChipPAC
International") had on September 3, 2004 commenced a cash tender offer relating
to any and all of ChipPAC International's outstanding $165,000,000 aggregate
principal amount of 12 3/4% Senior Subordinated Notes due 2009 (CUSIP Nos.
169659 AC3 and 169659 AB5) (the "Notes").

In conjunction with the tender offer, ChipPAC International is also soliciting
consents to adopt proposed amendments to the indenture under which the Notes
were issued that would eliminate substantially all restrictive covenants and
certain event of default provisions. The tender offer and consent solicitation
are being made upon the terms and subject to conditions set forth in ChipPAC
International's Offer to Purchase and Consent Solicitation Statement dated
September 3, 2004.

The tender offer will expire at 5:00 p.m., New York City time, on Monday,
October 4, 2004, unless extended (the "Expiration Date"). The total
consideration for each $1,000 principal amount of Notes tendered on or prior to
11:59 p.m., New York City time, on Friday, September 17, 2004 (the "Consent
Date") and accepted for payment pursuant to the tender offer will be $1,063.75.
The total consideration will be the sum of a purchase price of $1,053.75 for
each $1,000 principal amount of Notes tendered and accepted for payment pursuant
to the tender offer (the "Purchase Price") and a consent payment (the "Consent
Payment") of $10.00 for each $1,000 principal amount of Notes validly tendered
and not withdrawn. Holders whose valid tenders are received after the Consent
Date, but prior to the Expiration Date, will receive only the Purchase Price.
All payments will include accrued and unpaid interest on the principal amount
tendered to, but not including, the payment date. The current redemption price
for the Notes is $1,063.75 for each $1,000 principal amount of Notes, plus
accrued and unpaid interest. Holders may withdraw their Notes before the Consent
Date, but may not withdraw their Notes thereafter.

ChipPAC International intends to finance the tender offer with all or a portion
of the net proceeds from new senior notes to be issued by STATS ChipPAC. In
addition, ChipPAC International presently intends to redeem any Notes not
validly tendered in the tender offer, under the terms of the indenture.

The new notes will be issued in a private offering pursuant to Rule 144A and to
persons outside the United States under Regulation S under the Securities Act of
1933 and governed by the terms of an indenture. The terms of the new notes will
be determined by market conditions and other factors at the time the new notes
are offered for sale by STATS ChipPAC. Neither this




announcement nor the Offer to Purchase constitutes an offer to sell or the
solicitation of an offer to buy the new notes.

ChipPAC International's obligation to accept for purchase and to pay for the
Notes validly tendered in the tender offer is conditioned on, among other
things, the receipt of the consent of a sufficient number of holders to amend
the indenture, which is described in more detail in the Offer to Purchase and
Consent Solicitation Statement. Holders of Notes who validly tender and do not
validly withdraw their Notes on or prior to the Consent Date are expected to
receive payment for such Notes on a date promptly following the expiration of
the tender offer.

As a result of the merger of ST Assembly Test Services Ltd, a Singapore public
company limited by shares, and ChipPAC, Inc., a Delaware corporation, ChipPAC
International is obligated to make a change of control offer which is also
contained in the Offer to Purchase. Accordingly, ChipPAC International is also
offering to pay each holder who validly tenders its Notes in the change of
control offer on or prior to October 4, 2004 at 5:00 p.m. an amount in cash
equal to the Change of Control Payment (i.e., $1,010.00 per $1,000 principal
amount). Holders who validly tender their Notes in the change of control offer
are not entitled to receive the Purchase Price or the Consent Payment. If the
tender offer is consummated, holders who validly tender their Notes in the
tender offer will receive higher consideration per $1,000 principal amount of
Notes than holders who validly tender their Notes in the change of control
offer.

This announcement is not an offer to purchase, a solicitation of an offer to
purchase, or a solicitation of tenders or consents with respect to, any Notes.
The tender offer and consent solicitation are being made solely pursuant to the
Offer to Purchase and Consent Solicitation Statement and related Letter of
Transmittal and Consent.

ChipPAC International has retained Deutsche Bank Securities Inc. to serve as
Dealer Manager and Solicitation Agent for the tender offer and consent
solicitation and has retained Global Bondholder Services Corporation to serve as
Information Agent in the tender offer, consent solicitation and change of
control offer. Requests for documents may be directed to Global Bondholder
Services Corporation, by telephone at (866) 873-6300 (toll free). Questions
regarding the tender offer and consent solicitation should be directed to
Deutsche Bank Securities Inc. at (800) 553-2826 (toll free) or (212) 250-4270
(collect).


ABOUT STATS CHIPPAC LTD. (STATS CHIPPAC)

STATS ChipPAC Ltd ("STATS ChipPAC" - NNM: STTS and SGX: ST Assembly), is a
leading service provider of semiconductor packaging design, assembly, test and
distribution solutions. A trusted partner and supplier to leading semiconductor
companies worldwide, STATS ChipPAC's value proposition is total solutions of
fully integrated, multi-site, end-to-end assembly and testing solutions that
bring products to market and volume faster. Our customers are some of the
largest wafer foundries, integrated device manufacturers (IDMs), as well as
fabless companies in the United States, Europe and Asia. STATS ChipPAC is a
leader in mixed signal testing and advanced packaging technology for
semiconductors used in diverse end market applications including communications,
power, digital consumer and computing. With advanced process technology
capabilities and a global manufacturing presence spanning Singapore, Korea,
China, Malaysia, Taiwan and the United States, STATS ChipPAC has a reputation
for providing dependable, high quality test and packaging solutions. The
Company's customer support offices are located in the Netherlands, China,
Singapore, Japan, Taiwan, Korea, Malaysia and the United States (California's
Silicon Valley, Arizona, Texas, Massachusetts, Florida, Colorado and North
Carolina). STATS ChipPAC's facilities include those of its subsidiary, Winstek
Semiconductor Corporation in Hsinchu Valley, Taiwan. These facilities offer new
product introduction support, pre-production wafer sort, final test, packaging
and other high volume preparatory services. Together with the Company's Test
Development Center in Singapore, this forms a global network providing dedicated
test engineering development and product engineering support for customers from
design to volume production. STATS ChipPAC is listed on both Nasdaq National
Market and The Singapore Exchange. In addition, STATS ChipPAC is also listed on
the Morgan Stanley Capital International (MSCI) Index and the Straits Times
Industrial Index. Further information is available at www.statschippac.com

Certain statements in this press release including statements regarding ChipPAC
International's present intention to finance the tender offer with all or a
portion of the net proceeds from new notes to be issued by STATS ChipPAC are
forward-looking statements that involve a number of risks and uncertainties.
Among the risks and uncertainties that could cause actual results to differ
materially is a risk that the capital markets may not support an offer of the
new notes on terms acceptable to STATS ChipPAC. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. Unless otherwise specified,
references to "$" are to the lawful currency of the United States of America.

This announcement does not constitute an offer of STATS ChipPAC for sale or
subscription, or a solicitation of offers to purchase or subscribe for
securities, in the United States or any other jurisdiction. Securities may not
be sold or subscribed in the United States absent registration or an exemption
from registration. The securities referred to herein have not been, and will not
be, registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. This notice is issued pursuant to Rule
135(c) of the Securities Act of 1933.





SINGAPORE CONTACTS :

Elaine Ang
Manager, Investor Relations / Corporate Communications
Tel : (65) 6824 7705, Fax : (65) 6720 7826
email : Elaine.Ang@STATSChipPAC.com

US CONTACTS :

Drew Davies
Director, Investor Relations
Tel : (408) 586 0608, Fax : (408) 586 0652
email : Drew.Davies@STATSChipPAC.com


The Ruth Group
David Pasquale - Executive Vice President
Tel : (646) 536 7006
email : dpasquale@theruthgroup.com

Lisa Lavin
Marcom Manager
Tel: (208) 939 3104, Fax: (208) 939 4817
email : Lisa.Lavin@STATSChipPAC.com


The Ruth Group
Andrew Rodriguez
Tel : (646) 536 7032
email: arodriguez@theruthgroup.com