-----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, MBgHKb48+w5VmE4p8UJGfW8CbE+xwxbVy5CxqYMulLtag0udVBokXDOXpUOcZ3mW Mj5zx7gaCw4Gct7B3g7emA== 0001209191-04-011668.txt : 20040220 0001209191-04-011668.hdr.sgml : 20040220 20040220141815 ACCESSION NUMBER: 0001209191-04-011668 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040210 FILED AS OF DATE: 20040220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SINGAPORE TECHNOLOGIES SEMICONDUCTORS PTE LTD CENTRAL INDEX KEY: 0001280804 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31173 FILM NUMBER: 04618862 MAIL ADDRESS: STREET 1: 51 CUPPAGE RD. CITY: SINGAPORE STATE: A1 ZIP: 00000 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SINGAPORE TECHNOLOGIES PTE LTD CENTRAL INDEX KEY: 0001106676 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31173 FILM NUMBER: 04618863 BUSINESS ADDRESS: STREET 1: 51 CUPPAGE RD #09-01 STREET 2: STARHUB CENTRE CITY: SINGAPORE STATE: U0 ZIP: 229469 BUSINESS PHONE: 011658361128 MAIL ADDRESS: STREET 1: 51 CUPPAGE RD #09-01 STREET 2: STARHUB CENTRE CITY: SINGAPORE STATE: U0 ZIP: 229469 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TEMASEK HOLDINGS LTD CENTRAL INDEX KEY: 0001021944 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31173 FILM NUMBER: 04618864 BUSINESS ADDRESS: STREET 1: 8 SHENTON WAY #38-03 STREET 2: TREASURY BUILDING CITY: SINGAPORE 06881 BUSINESS PHONE: 2123712000 MAIL ADDRESS: STREET 1: 8 SHENTON WAY #38-03 STREET 2: TREASURY BUILDING CITY: SINGAPORE 06881 STATE: U0 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ST ASSEMBLY TEST SERVICES LTD CENTRAL INDEX KEY: 0001101873 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31173 FILM NUMBER: 04618861 BUSINESS ADDRESS: STREET 1: 5 YISHUN ST 23 CITY: SINGAPORE STATE: U0 ZIP: 768442 BUSINESS PHONE: 657555885 MAIL ADDRESS: STREET 1: 5 YISHUN ST 23 CITY: SINGAPORE STATE: U0 ZIP: 768442 3 1 bsf96639_bsf1thl.xml MAIN DOCUMENT DESCRIPTION X0201 3 2004-02-10 0 0001093779 CHIPPAC INC CHPC 0001021944 TEMASEK HOLDINGS LTD 60B ORCHARD ROAD, #06-18 TOWER 2 THE ATRIUM@ORCHARD SINGAPORE 238891 SINGAPORE 0 0 1 0 0001106676 SINGAPORE TECHNOLOGIES PTE LTD 51 CUPPAGE ROAD #09-01 STARHUB CENTRE SINGAPORE 229469 SINGAPORE 0 0 1 0 0001280804 SINGAPORE TECHNOLOGIES SEMICONDUCTORS PTE LTD 51 CUPPAGE ROAD #09-01 STARHUB CENTRE SINGAPORE 229469 BRITISH COLUMBIA, CANADA 0 0 1 0 0001101873 ST ASSEMBLY TEST SERVICES LTD 5 YISHUN STREET 23 SINGAPORE 768442 SINGAPORE 0 0 1 0 Class A Common Stock, Par value $0.01 0 I By contract Class A Common Stock, Par value $0.01 0 I By contract Class A Common Stock, Par value $0.01 0 I By contract Class A Common Stock, Par value $0.01 0 I By contract Temasek Holdings (Private) Limited ("Temasek") files this Form 3 in connection with the Voting Agreement, dated as of February 10, 2004 (the "Voting Agreement"), among ST Assembly Test Services Ltd ("STATS"), an indirect majority owned subsidiary of Temasek, and certain stockholders (the "Stockholders") of ChipPAC, Inc. ("ChipPAC"). The Voting Agreement was entered into concurrently with the Agreement and Plan of Merger and Reorganization, dated as of February 10, 2004, among STATS, Camelot Merger, Inc., a Delaware corporation and a wholly owned subsidiary of STATS ("Merger Sub"), and ChipPAC (the "Merger Agreement"). Pursuant to the Merger Agreement, Merger Sub will be merged (the "Merger") with and into ChipPAC, with ChipPAC continuing as the surviving corporation. Each Stockholder, by its execution of the Voting Agreement, has agreed that at every meeting of the stockholders of ChipPAC and in every action by consent of the stockholders of ChipPAC, such Stockholder shall, provided that such Stockholder has not received notice from STATS stating STATS' intention to exercise the Proxy (as defined below) at such meeting, appear at any such meeting or otherwise cause all shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of ChipPAC beneficially owned by it (with respect to each Stockholder, the "Shares") to be counted as present thereat for purposes of establishing a quorum, and shall vote or consent (or cause to be voted or consented) such Stockholder's Shares in favor of the approval and adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and otherwise in such manner as may be necessary to consummate the Merger. In addition, each Stockholder has agreed to vote or consent (or cause to be voted or consented) such Stockholder's Shares, except as otherwise agreed to in writing in advance by STATS, against any action, proposal, agreement or transaction, including, but not limited to, any Competing Transaction (as defined in the Merger Agreement), other than the Merger Agreement and the Merger, the purpose or effect of which would be expected to prevent, delay, postpone or materially adversely affect the Merger. Concurrently with the execution of the Voting Agreement, each Stockholder delivered to STATS a proxy in the form attached as Exhibit B to the Voting Agreement (the "Proxy"), which such Stockholder agreed shall be irrevocable to the fullest extent permissible by law, with respect to the Shares. Consequently, for the purposes of determining Temasek's status as a 10% holder, Temasek is deemed to own beneficially 18,167,837 shares of Class A common stock pursuant to its voting power over such shares. However, for Form 3 purposes, Temasek is not the beneficial owner of any shares of Class A common stock because Temasek currently has no pecuniary interest in the shares subject to the Voting Agreement and will obtain such pecuniary interest only upon consummation of the Merger. Singapore Technologies Pte Ltd ("STPL"), a directly and indirectly held wholly owned subsidiary of Temasek, also files this Form 3 pursuant to the Voting Agreement, but has no securities to report thereunder for the same reason that Temasek does not. Singapore Technologies Semiconductors Pte Ltd ("STSPL"), a wholly owned subsidiary of STPL, also files this Form 3 pursuant to the Voting Agreement, but has no securities to report thereunder for the same reason that Temasek does not. STATS, a directly held majority owned subsidiary of STSPL, also files this Form 3 pursuant to the Voting Agreement, but has no securities to report thereunder for the same reason that Temasek does not. /s/ Ng Lai Cheng-Company Secretary, Temasek Holdings (Private) Limited 2004-02-20 /s/ Chua Su Li-Company Secretary, Singapore Technologies Pte Ltd 2004-02-20 /s/ Lam Lee Fong-Company Secretary, Singapore Technologies Semiconductors Pte Ltd 2004-02-20 /s/ Peter Seah Lim Huat-Director, ST Assembly Test Services Ltd 2004-02-20 -----END PRIVACY-ENHANCED MESSAGE-----