SC 13D 1 c21205-sc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. __)1/ ChipPAC, Inc. -------------------------------------------------------------------------------- (Name of Company) Class A Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 169657-10-3 (CUSIP Number) Philip H. Werner, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue, New York, New York 10178 (212) 309-6000 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 20, 2001 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement on Schedule 13D) 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 32 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) 6.8% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** EXCLUDES (I) 16,000,245 SHARES OF CLASS A COMMON STOCK HELD BY CITICORP VENTURE CAPITAL, LTD. ("CVC"), FOR WHICH SHARES CITICORP MEZZANINE III, L.P. ("CMIII") DISCLAIMS BENEFICIAL OWNERSHIP, (II) 2,823,573 SHARES OF CLASS A COMMON STOCK HELD BY AN AFFILIATE OF CVC, FOR WHICH SHARES CMIII DISCLAIMS BENEFICIAL OWNERSHIP AND (III) 5,500 SHARES OF CLASS A COMMON STOCK HELD BY A WHOLLY OWNED SUBSIDIARY OF CITIGROUP INC., FOR WHICH SHARES CMIII DISCLAIMS BENEFICIAL OWNERSHIP. PAGE 3 OF 32 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) 6.8% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** EXCLUDES (I) 16,000,245 SHARES OF CLASS A COMMON STOCK HELD BY CITICORP VENTURE CAPITAL, LTD. ("CVC"), FOR WHICH SHARES CITICORP CAPITAL INVESTORS, LIMITED ("CCI") DISCLAIMS BENEFICIAL OWNERSHIP, (II) 2,823,573 SHARES OF CLASS A COMMON STOCK HELD BY AN AFFILIATE OF CVC, FOR WHICH SHARES CCI DISCLAIMS BENEFICIAL OWNERSHIP AND (III) 5,500 SHARES OF CLASS A COMMON STOCK HELD BY A WHOLLY OWNED SUBSIDIARY OF CITIGROUP INC., FOR WHICH SHARES CCI DISCLAIMS BENEFICIAL OWNERSHIP. PAGE 4 OF 32 PAGES SCHEDULE 13D CUSIP NO. 169657-10-3 --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITICORP VENTURE CAPITAL, LTD. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES SHARES ------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY 18,823,818 SHARES** OWNED BY ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER PERSON WITH 18,823,818 SHARES** ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,823,818 SHARES** -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.4% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES 2,823,573 SHARES OF CLASS A COMMON STOCK HELD 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 HELD BY CITICORP MEZZANINE III, L.P., FOR WHICH SHARES CVC DISCLAIMS BENEFICIAL OWNERSHIP AND (II) 5,500 SHARES OF CLASS A COMMON STOCK HELD BY A WHOLLY OWNED SUBSIDIARY OF CITIGROUP INC., FOR WHICH SHARES CVC DISCLAIMS BENEFICIAL OWNERSHIP. PAGE 5 OF 32 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 DELAWARE -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 18,823,818 SHARES** ------------------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 SHARES ------------------------------------------------------------ REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 18,823,818 SHARES** ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,823,818 SHARES** -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.4% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BK -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES (I) 16,000,245 SHARES OF CLASS A COMMON STOCK HELD BY CITICORP VENTURE CAPITAL, LTD. ("CVC") AND (II) 2,823,573 SHARES OF CLASS A COMMON STOCK HELD 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 HELD BY CITICORP MEZZANINE III, L.P., FOR WHICH SHARES CITIBANK DISCLAIMS BENEFICIAL OWNERSHIP AND (B) 5,500 SHARES OF CLASS A COMMON STOCK HELD BY A WHOLLY OWNED OF CITIGROUP INC., FOR WHICH SHARES CITIBANK DISCLAIMS BENEFICIAL OWNERSHIP. PAGE 6 OF 32 PAGES SCHEDULE 13D CUSIP NO. 169657-10-3 --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITICORP -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES SHARES ------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY 23,843,899 SHARES** OWNED BY ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER PERSON WITH 23,843,899 SHARES** ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,843,899 SHARES** -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.4% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES (I) 2,823,573 SHARES OF CLASS A COMMON STOCK HELD BY AN AFFILIATE OF CITICORP VENTURE CAPITAL, LTD. ("CVC"), FOR WHICH SHARES CITICORP DISCLAIMS BENEFICIAL OWNERSHIP, (II) 16,000,245 SHARES OF CLASS A COMMON STOCK HELD BY CVC, AND (III) 5,020,081 SHARES OF CLASS A COMMON STOCK HELD BY CITICORP MEZZANINE III, L.P., AND EXCLUDES 5,500 SHARES OF CLASS A COMMON STOCK HELD BY A WHOLLY OWNED SUBSIDIARY OF CITIGROUP INC., FOR WHICH SHARES CITICORP DISCLAIMS BENEFICIAL OWNERSHIP. PAGE 7 OF 32 PAGES SCHEDULE 13D CUSIP NO. 169657-10-3 --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITIGROUP HOLDINGS COMPANY -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES SHARES ------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY 23,843,899 SHARES** OWNED BY ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER PERSON WITH 23,843,899 SHARES** ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,843,899 SHARES** -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.4% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES (I) 2,823,573 SHARES OF CLASS A COMMON STOCK HELD BY AN AFFILIATE OF CITICORP VENTURE CAPITAL, LTD. ("CVC"), FOR WHICH SHARES CITIGROUP HOLDINGS COMPANY ("CITIGROUP HOLDINGS") DISCLAIMS BENEFICIAL OWNERSHIP, (II) 16,000,245 SHARES OF CLASS A COMMON STOCK HELD BY CVC AND (III) 5,020,081 SHARES OF CLASS A COMMON STOCK HELD BY CITICORP MEZZANINE III, L.P., AND EXCLUDES 5,500 SHARES OF CLASS A COMMON STOCK HELD BY A WHOLLY OWNED SUBSIDIARY OF CITIGROUP INC., FOR WHICH SHARES CITIGROUP HOLDINGS DISCLAIMS BENEFICIAL OWNERSHIP. PAGE 8 OF 32 PAGES SCHEDULE 13D CUSIP NO. 169657-10-3 --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CITIGROUP INC. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES SHARES ------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY 23,849,399 SHARES** OWNED BY ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER EACH 0 SHARES REPORTING ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER PERSON WITH 23,849,399 SHARES** -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,849,399 SHARES** -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.4% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ** INCLUDES (I) 2,823,573 SHARES OF CLASS A COMMON STOCK HELD BY AN AFFILIATE OF CITICORP VENTURE CAPITAL, LTD. ("CVC"), FOR WHICH SHARES CITIGROUP INC. DISCLAIMS BENEFICIAL OWNERSHIP, (II) 16,000,245 SHARES OF CLASS A COMMON STOCK HELD BY CVC, (III) 5,020,081 SHARES OF CLASS A COMMON STOCK HELD BY CITICORP MEZZANINE III, L.P. AND (IV) 5,500 SHARES OF CLASS A COMMON STOCK HELD BY A WHOLLY OWNED SUBSIDIARY OF CITIGROUP INC. PAGE 9 OF 32 PAGES This Statement on Schedule 13D (the "SCHEDULE 13D") is being filed with the Securities and Exchange Commission pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended (the "ACT"). ITEM 1. SECURITY AND COMPANY. This Schedule 13D relates to the Class A common stock, par value $.01 per share (the "CLASS A COMMON STOCK"), of ChipPAC, Inc., a Delaware corporation (the "COMPANY"). The address of the principal executive offices of the Company is 47400 Kato Road, Fremont, California 94538. ITEM 2. IDENTITY AND BACKGROUND. (a) This Schedule 13D is being filed by (i) Citicorp Mezzanine III, L.P., a Delaware limited partnership ("CMIII"), by virtue of its beneficial ownership of the Company's 8% Convertible Subordinated Notes Due 2011, which are immediately convertible into Class A Common Stock, (ii) Citicorp Capital Investors, Limited, a Delaware corporation ("CCI"), as general partner of CMIII, (iii) Citicorp Venture Capital, Ltd., a New York corporation ("CVC"), by virtue of beneficially owning 16,000,245 shares of Class A Common Stock, (iv) Citibank, N.A., a national banking association ("CITIBANK"), by virtue of its ownership of all of the outstanding common stock of CVC, (v) Citicorp, a Delaware corporation ("CITICORP"), by virtue of its ownership of all of the outstanding common stock of CCI and Citibank, (vi) Citigroup Holdings Company, a Delaware corporation ("CITIGROUP HOLDINGS"), by virtue of its ownership of all of the outstanding common stock of Citicorp, and (vii) Citigroup Inc., a Delaware corporation ("CITIGROUP"), by virtue of its ownership of all the outstanding common stock of Citigroup Holdings (collectively, the "REPORTING PERSONS," and each a "REPORTING PERSON"). Attached as SCHEDULE A is information concerning each executive officer and director of CCI and, by virtue of CCI's position as general partner of CMIII, of CMIII. Attached as SCHEDULE B is information concerning each executive officer and director of CVC. Attached as SCHEDULE C is information concerning each executive officer and director of Citigroup. Schedules A through C each are incorporated into and made a part of this Schedule 13D. (b) The address of the principal business and principal office of each of CMIII, CCI, CVC, Citibank, Citicorp and Citigroup is 399 Park Avenue, New York, New York 10043. The address of the principal business and principal office of Citigroup Holdings is One Rodney Square, Wilmington, Delaware 19899. (c) CMIII's principal business is investing in equity and subordinated debt securities of companies. CCI's principal business is being general partner of CMIII and acting as an investment manager for certain other affiliates of Citigroup. PAGE 10 OF 32 PAGES CVC's principal business is investing in leveraged acquisitions. Citibank is a member of the Federal Reserve System and the Federal Deposit Insurance Corporation. Citicorp is a bank holding company principally engaged, through its subsidiaries, in the general financial services business. Citigroup Holdings is a holding company principally engaged, through its subsidiaries, in the general financial services business. Citigroup is a diversified holding company providing, through its subsidiaries, a broad range of financial services to consumer and corporate customers world-wide. (d) During the last five years, none of the Reporting Persons, nor, to the knowledge of each Reporting Person, any of their respective officers, directors or controlling persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons, nor, to the knowledge of each Reporting Person, any of their respective officers, directors or controlling persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) CMIII is a Delaware limited partnership. CVC is a New York corporation. Citibank is a national banking association. Each of CCI, Citicorp, Citigroup Holdings and Citigroup is a Delaware corporation. Except as otherwise indicated on Schedules A through C, to the knowledge of each Reporting Person, each executive officer and director named in Schedules A through C to this Schedule 13D are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. CMIII paid the purchase price of the convertible notes described in Item 4 below with the proceeds of capital contributions from the limited partners of CMIII and CCI paid the purchase price of the senior notes described in Item 4 below with cash on hand. See Item 4 below for information regarding the amount of funds to be used in the purchase of the convertible notes and the senior notes. ITEM 4. PURPOSE OF TRANSACTION. On June 11, 2001, CMIII entered into an 8% Convertible Subordinated Notes Due 2011 Purchase Agreement (the "CONVERTIBLE NOTES PURCHASE AGREEMENT") with the Company pursuant to which CMIII agreed to purchase from the Company, if so requested by the Company, and the Company agreed to issue to CMIII (subject to making such request), $50,000,000 aggregate principal amount of the Company's 8% Convertible Subordinated Notes due 2011 (the "CONVERTIBLE NOTES"). The aggregate purchase price of the Convertible Notes was $50,000,000. The Convertible Notes are initially convertible into Class A Common Stock at a price per share of $9.96. The Company requested CMIII to purchase the Convertible Notes on June 20, 2001. The Convertible Notes were issued on June 22, 2001, pursuant to an indenture, dated June 15, 2001 (the "CONVERTIBLE PAGE 11 OF 32 PAGES NOTES INDENTURE"), between the Company and Firstar Bank, N.A., as trustee, which is attached as EXHIBIT 4 to this filing. The Convertible Notes Purchase Agreement and the Convertible Notes are attached as EXHIBIT 2 and EXHIBIT 3, respectively, to this filing. The Convertible Notes Purchase Agreement also provides for CMIII to have observation rights with respect to the meetings of the Company's Board of Directors for so long as CMIII retains ownership of 75% of the Convertible Notes it purchased pursuant to the Convertible Notes Purchase Agreement (or 75% of the shares of Class A Common Stock issuable upon conversion of the Convertible Notes) and, until CMIII gives notice of its intent not to exercise such observation rights, CMIII has agreed to be subject to the "insider" trading restrictions policy of the Company. In addition, pursuant to an 8% Convertible Subordinated Notes Due 2011 Registration Rights Agreement entered into on June 22, 2001 (the "CONVERTIBLE NOTES REGISTRATION RIGHTS AGREEMENT"), the Company has granted certain registration rights to CMIII. The Convertible Notes Registration Rights Agreement is attached as EXHIBIT 5 to this filing. Reference is made to EXHIBIT 4 to this filing for more complete information respecting the Convertible Notes Indenture and to EXHIBIT 5 to this filing for more complete information respecting the Convertible Notes Registration Rights Agreement. On June 11, 2001, CCI entered into a 12-3/4% Senior Subordinated Notes Due 2009 Purchase Agreement (the "SENIOR NOTES PURCHASE AGREEMENT") with ChipPAC International Company Limited, a British Virgin Islands corporation and wholly owned subsidiary of the Company ("CHIPPAC INTERNATIONAL"), pursuant to which CCI agreed to purchase from ChipPAC International, if so requested by ChipPAC International, and ChipPAC International agreed to issue to CCI (subject to making such request), $15,000,000 aggregate principal amount of ChipPAC International's 12-3/4% Senior Subordinated Notes due 2009 (the "SENIOR NOTES"). The aggregate purchase price of the Senior Notes was $14,700,000. ChipPAC International requested CCI to purchase the Senior Notes on June 20, 2001. The Senior Notes were issued on June 22, 2001. The Senior Notes were issued pursuant to and are "Additional Securities" as defined in the indenture (the "SENIOR NOTES INDENTURE"), dated July 29, 1999, as supplemented on August 5, 1999, among ChipPAC International, the Company and Firstar Bank, N.A., as trustee. The Senior Notes Purchase Agreement and the Senior Notes are attached as EXHIBIT 6 and EXHIBIT 7, respectively, to this filing. A copy of the Senior Notes Indenture and the First Supplemental Indenture are attached as EXHIBIT 8 and EXHIBIT 9, respectively, to this filing. In addition, pursuant to a 12-3/4% Senior Subordinated Notes Due 2009 Registration Rights Agreement entered into on June 22, 2001 (the "SENIOR NOTES REGISTRATION RIGHTS AGREEMENT"), ChipPAC International has granted certain registration rights to CCI. The Senior Notes Registration Rights Agreement is attached as EXHIBIT 10 to this filing. Reference is made to EXHIBIT 8 to this filing for more complete information respecting the Senior Notes Indenture, to EXHIBIT 9 to this filing for more complete information respecting the First Supplemental Indenture and to EXHIBIT 10 to this filing for more complete information respecting the Senior Notes Registration Rights Agreement. On June 22, 2001, CCI sold the Senior Notes to the trustee of CVC Capital Funding, LLC, an affiliate of CCI for which CCI acts as an investment advisor, for the same amount CCI paid to ChipPAC International. PAGE 12 OF 32 PAGES The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the Convertible Notes Purchase Agreement, the Convertible Notes, the Convertible Notes Indenture, the Convertible Notes Registration Rights Agreement, the Senior Notes Purchase Agreement, the Senior Notes, the Senior Notes Indenture, the First Supplemental Indenture, the Senior Notes Registration Rights Agreement and the forms of exhibits thereto, copies of which have been filed as exhibits to this Schedule 13D and are incorporated herein by reference. The principal purpose of the transactions described above is for long-term investment in the Company. The Reporting Persons intend to review from time to time their investments in the Company and depending on such review may consider from time to time various alternative courses of action. In addition, depending on prevailing conditions from time to time, including, without limitation, price and availability of shares of Class A Common Stock, future evaluations by the Reporting Persons of the business and prospects of the Company, regulatory requirements, other investment opportunities available to the Reporting Persons and general stock market and economic conditions, and subject to the applicable restriction discussed above, each of the Reporting Persons may determine to increase its investment or sell all or part of its investment in the Company through open-market purchases, privately negotiated transactions or otherwise. Except as described in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of each Reporting Person, any of the persons named in Schedules A through C to this Schedule 13D, has formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) any changes in the Company's charter or by-laws or other actions which may impede the acquisition or control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. (a) CMIII may be deemed to have beneficial ownership of 5,020,081 shares of Class A Common Stock, which represent 6.8% of all shares of Class A Common Stock outstanding. CVC directly beneficially owns 16,000,245 shares of Class A Common Stock, which represent 23.3% of all shares of Class A PAGE 13 OF 32 PAGES Common Stock outstanding. CMIII disclaims beneficial ownership of the 16,000,245 shares of Class A Common Stock held by CVC, and CVC disclaims beneficial ownership of the 5,020,081 shares of Class A Common Stock held by CMIII. An affiliate of CVC holds 2,823,573 shares of Class A Common Stock, which represent 4.1% of all shares of Class A Common Stock outstanding, for which shares CMIII and CVC disclaim beneficial ownership. As of the date of this filing, Citigroup indirectly beneficially owns, exclusively through its holding company structure, 23,849,399 shares of Class A Common Stock, which represent 32.4% of all shares of Class A Common Stock outstanding, including 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII, 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC, 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC and 5,500 shares of Class A Common Stock directly beneficially owned by a wholly owned subsidiary of Citigroup. Citigroup disclaims beneficial ownership of the 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC. CMIII and CVC disclaim beneficial ownership of the 5,500 shares of Class A Common Stock directly beneficially owned by a wholly owned subsidiary of Citigroup. Citigroup Holdings and Citicorp, exclusively through their holding company structure, indirectly beneficially own 23,843,899 shares of Class A Common Stock, which represent 32.4% of all shares of Class A Common Stock outstanding, including 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII, 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC and 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC. Citigroup Holdings and Citicorp disclaim beneficial ownership of the 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC and the 5,500 shares of Class A Common Stock directly beneficially owned by a wholly owned subsidiary of Citigroup. CCI, as general partner of CMIII, indirectly beneficially owns the 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII, which represent 6.8% of all shares of Class A Common Stock outstanding. CCI disclaims beneficial ownership of the 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC, the 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC and the 5,500 shares of Class A Common Stock directly beneficially owned by a wholly owned subsidiary of Citigroup. Citibank, by virtue of its 100% ownership interest in CVC, indirectly beneficially owns the 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC, which represent 23.3% of all shares of Class A Common Stock outstanding. Citibank disclaims beneficial ownership of the 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII, the 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC and the 5,500 shares directly beneficially owned by a wholly owned subsidiary of Citigroup. Percentages are based on the number of shares of Class A Common Stock issued and outstanding as of May 2, 2001 as reported in the Company's most recent 10-Q. (b) CMIII and CCI may be deemed to share the voting and dispositive power of the 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII. Citibank and CVC may be deemed to share the voting and dispositive power of (i) the 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC and (ii) the 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC, PAGE 14 OF 32 PAGES as to which shares Citibank and CVC disclaim beneficial ownership. Citicorp and Citigroup Holdings may be deemed to share the voting and dispositive power of (i) the 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII, (ii) the 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC and (iii) the 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC, as to which shares Citicorp and Citigroup Holdings disclaim beneficial ownership. Citigroup may be deemed to share the voting and dispositive power of (i) the 5,020,081 shares of Class A Common Stock directly beneficially owned by CMIII, (ii) the 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC, (iii) the 2,823,573 shares of Class A Common Stock directly beneficially owned by an affiliate of CVC, as to which shares Citigroup disclaims beneficial ownership, and (iv) the 5,500 shares of Class A Common Stock directly beneficially owned by a wholly owned subsidiary of Citigroup. This form is being filed by 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's 100% ownership interest in Citicorp and Citigroup's 100% interest in Citigroup Holdings. (c) Except for the transactions contemplated by the Convertible Notes Purchase Agreement as described in Item 4, neither the Reporting Persons nor, to the best knowledge of each Reporting Person, any of the persons named in Schedule A through C to this Schedule 13D, has effected a transaction in shares of Class A Common Stock during the past 60 days. (d) No person other than CMIII has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock owned by CMIII. No person other than CVC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock owned by CVC. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE COMPANY. The 16,000,245 shares of Class A Common Stock directly beneficially owned by CVC are subject to certain registration rights pursuant to an Amended & Restated Registration Agreement, dated as of August 5, 1999 (the "AMENDED & RESTATED REGISTRATION AGREEMENT"), by and among the Company, Intel Corporation, ChipPAC Equity Investors LLC, Sankaty High Yield Asset Partners, L.P. and the other signatories thereto, as amended by Amendment No. 1 to the Amended & Restated Registration Agreement, dated as of June 30, 2000 ("AMENDMENT NO. 1"), by and among the Company, Sapphire Worldwide Investments, Inc. and the other signatories thereto, Amendment No. 2 to the Amended & Restated Registration Agreement, dated as of July 13, 2000 ("AMENDMENT NO. 2"), by and among the Company, Qualcomm Incorporated and the other signatories thereto, and Amendment No. 3 to the Amended & Restated Registration PAGE 15 OF 32 PAGES Agreement, dated as of August 2, 2000 ("AMENDMENT NO. 3"), by and among the Company, Bain Capital Inc., SXI Group LLC and the other signatories thereto (the Amended & Restated Registration Agreement, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the "REGISTRATION AGREEMENT"). The Registration Agreement provides for "demand" registration rights to cause the Company to register under the Securities Act of 1933, as amended (the "SECURITIES ACT"), all or part of the shares of Class A Common Stock held by CVC, as well as "piggyback" registration rights. Specifically, the Registration Agreement provides, in part, that (i) the holders of a majority of the Company's registrable securities (as defined in the Registration Agreement) may require the Company, at its expense, to register any or all of the shares of Class A Common Stock held by, among others, CVC on a "long-form" registration statement or, if available, a "short-form" registration statement, and (ii) CVC may request that its eligible shares of Class A Common Stock be included whenever the Company registers any of its securities under the Securities Act, with specified exceptions. Pursuant to the Registration Agreement, the Company has also agreed to indemnify CVC, among others, against specified liabilities, including liabilities under the Securities Act. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amended & Restated Registration Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3, copies of which have been filed as EXHIBIT 11, EXHIBIT 12, EXHIBIT 13 and EXHIBIT 14, respectively, to this Schedule 13D and are incorporated herein by reference. In addition, two employees of CVC serve on the Board of Directors of the Company. Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 -- Joint Filing Agreement among Citicorp Mezzanine III, L.P., Citicorp Capital Investors, Limited, Citicorp Venture Capital, Ltd., Citibank, N.A., Citicorp, Citigroup Holdings Company and Citigroup Inc. Exhibit 2 -- 8% Convertible Subordinated Notes Due 2011 Purchase Agreement, dated as of June 11, 2001, by and between Citicorp Mezzanine III, L.P. and ChipPAC, Inc. PAGE 16 OF 32 PAGES Exhibit 3 -- 8% Convertible Subordinated Notes Due 2011. Exhibit 4 -- Indenture, dated as of June 15, 2001, between ChipPAC, Inc. and Firstar Bank, N.A., as trustee. Exhibit 5 -- 8% Convertible Subordinated Notes Due 2011 Registration Rights Agreement, dated June 22, 2001, between ChipPAC, Inc. and Citicorp Mezzanine III, L.P. Exhibit 6 -- 12-3/4% Senior Subordinated Notes Due 2009 Purchase Agreement, dated as of June 11, 2001, by and between Citicorp Capital Investors, Limited and ChipPAC International Company Limited. Exhibit 7 -- 12-3/4% Senior Subordinated Notes Due 2009. Exhibit 8 -- Indenture, dated July 29, 1999, among ChipPAC International Limited, ChipPAC Merger Corp. and Firstar Bank, N.A., as trustee.(1) Exhibit 9 -- First Supplemental Indenture, dated as of August 5, 1999, among ChipPAC International Company Limited, ChipPAC, Inc. and Firstar Bank, N.A., as trustee.(1) Exhibit 10 -- 12-3/4% Senior Subordinated Notes Due 2009 Registration Rights Agreement, dated June 22, 2001, between ChipPAC International Company Limited and Citicorp Capital Investors, Limited. Exhibit 11 -- Amended & Restated Registration Agreement, dated as of August 5, 1999, by and among ChipPAC, Inc., Intel Corporation, ChipPAC Equity Investors LLC, Sankaty High Yield Asset Partners, L.P. and the other signatories thereto.(1) Exhibit 12 -- Amendment No. 1 to Amended and Restated Registration Agreement, dated as of June 30, 2000, by and among ChipPAC, Inc., Sapphire Worldwide Investments, Inc. and the other signatories thereto.(2) PAGE 17 OF 32 PAGES Exhibit 13 -- Amendment No. 2 to Amended and Restated Registration Agreement, dated as of July 13, 2000, by and among ChipPAC, Inc., Qualcomm Incorporated and the other signatories thereto.(2) Exhibit 14 -- Amendment No. 3 to Amended and Restated Registration Agreement, dated as of August 2, 2000, by and among ChipPAC, Inc., Bain Capital Inc., SXI Group LLC and the other signatories thereto.(3) ---------- (1) Incorporated by reference to the Company's Form S-4, filed with the Securities and Exchange Commission on November 24, 1999. (File No. 333-91641). (2) Incorporated by reference to the Company's Amendment No. 1 to Form S-1, filed with the Securities and Exchange Commission on July 14, 2000. (File No. 333-39428) (3) Incorporated by reference to the Company's Amendment No 3. to Form S-1, filed with the Securities and Exchange Commission on August 7, 2000. (File No. 333-39428) PAGE 18 OF 32 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: June 26, 2001 CITICORP MEZZANINE III, L.P. By: Citicorp Capital Investors, Limited, its General Partner By: /s/ BYRON L. KNIEF -------------------------------------- Name: Byron L. Knief Title: President PAGE 19 OF 32 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: June 26, 2001 CITICORP CAPITAL INVESTORS, LIMITED By: /s/ BYRON L. KNIEF -------------------------------------- Name: Byron L. Knief Title: President PAGE 20 OF 32 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: June 26, 2001 CITICORP VENTURE CAPITAL, LTD. By: /s/ BYRON L. KNIEF -------------------------------------- Name: Byron L. Knief Title: Senior Vice President PAGE 21 OF 32 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: June 26, 2001 CITIBANK, N.A. By: /s/ JOSEPH B. WOLLARD -------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary PAGE 22 OF 32 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: June 26, 2001 CITICORP By: /s/ JOSEPH B. WOLLARD -------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary PAGE 23 OF 32 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: June 26, 2001 CITIGROUP HOLDINGS COMPANY By /s/ JOSEPH B. WOLLARD -------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary PAGE 24 OF 32 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: June 26, 2001 CITIGROUP INC. By /s/ JOSEPH B. WOLLARD -------------------------------------- Name: Joseph B. Wollard Title: Assistant Secretary PAGE 25 OF 32 PAGES SCHEDULE A Unless otherwise indicated, each individual is a United States citizen. If no address is given, the director's or executive officer's business address is 399 Park Avenue, New York, New York 10043. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to such individual's position with Citicorp Capital Investors, Limited. NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND PLACE OF BUSINESS --------------------------- ------------------------------------------ William T. Comfort Director and Chairman Director and Executive Officer Byron Knief Director and President Director and Executive Officer Ann M. Goodbody Director Director Richard E. Mayberry Vice President Executive Officer Lauren M. Connelly Vice President & Secretary Executive Officer Anthony P. Mirra Vice President Executive Officer David M. Baginsky Vice President Executive Officer Edward I. Salvitti Vice President & Assistant Treasurer Executive Officer William W. Wolf Vice President & Assistant Secretary Executive Officer Peter Haggerty Vice President & Treasurer Executive Officer Darryl A. Johnson Assistant Vice President Executive Officer PAGE 26 OF 32 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 Chairman, Director and Senior Vice President Director and Executive Officer Ann M. Goodbody Director Director David F. Thomas Director and Vice President Director and 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 A. Delaney Vice President Executive Officer Ian D. Highet Vice President Executive Officer David Y. Howe Vice President Executive Officer Byron L. Knief Senior Vice President Executive Officer Richard E. Mayberry Vice President Executive Officer PAGE 27 OF 32 PAGES NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS --------------------------- ----------------------------------------- Thomas F. McWilliams Vice President Executive Officer M. Saleem Muqaddam Vice President Executive Officer Paul C. Schorr Vice President Executive Officer Joseph M. Silvestri Vice President Executive Officer James A. Urry Vice President Executive Officer John D. Weber Vice President Executive Officer Anthony Mirra Vice President and Assistant Secretary Executive Officer Michael Gollner Vice President Executive Officer Darrell Johnson Assistant Vice President Executive Officer PAGE 28 OF 32 PAGES SCHEDULE C Unless otherwise indicated, each individual is a United States citizen. If no address is given, the directors or executive officer's business address is 399 Park Avenue, New York, New York 10043. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to such individual's position with Citigroup Inc. NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS --------------------------- ----------------------------------------- C. Michael Armstrong Chairman & Chief Executive Officer Director AT&T Corporation 295 North Maple Avenue, Room 4353L Basking Ridge, NJ 07920 Alain J. P. Belda Chairman of the Board & Chief Executive Officer Director Alcoa Inc. Brazil 390 Park Avenue, 11th Floor New York, NY 10022 Kenneth J. Bialkin Partner Director Skadden, Arps, Slate, Meagher & Flom 4 Times Square, 44th Floor New York, NY 10036 Kenneth T. Derr Chairman of the Board, retired Director Chevron Corporation 575 Market Street, 32nd Floor San Francisco, CA 94105 John M. Deutch Institute Professor Director Massachusetts Institute of Technology 77 Massachusetts Avenue, room 6-208 Cambridge, MA 02139 The Honorable Gerald R. Ford Former President of the United States Honorary Director 40365 Sand Dune Road Rancho Mirage, CA 92270 Ann Dibble Jordan Consultant Director 2940 Benton Place, N.W. Washington, DC 20008-2718 PAGE 29 OF 32 PAGES NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS --------------------------- ----------------------------------------- Robert I. Lipp Chairman of the Board Director Travelers Property Casualty Corp. 205 Columbus Blvd., 9PB Hartford, CT 06183 Reuben Mark Chairman and Chief Executive Officer Director Colgate-Palmolive Company 300 Park Avenue New York, NY 10022-7499 Michael T. Masin Vice Chairman and President Director Verizon Communications Inc. 1095 Avenue of the Americas, 37th Floor New York, NY 10036 Dudley C. Mecum Managing Director Director Capricorn Holdings, G.P. 30 East Elm Street Greenwich, CT 06830 Richard D. Parsons Co-Chief Operating Officer Director AOL Time Warner Inc. 75 Rockefeller Plaza, 29th Floor New York, NY 10019 Andrall E. Pearson Founding Chairman Director TRICON Global Restaurants, Inc. 660 Steamboat Road Greenwich, CT 06830 Robert E. Rubin Member of the Office of the Chairman Director and Executive Officer Franklin A. Thomas Former President Director The Ford Foundation 595 Madison Avenue, 33rd Floor New York, NY 10022 Sanford I. Weill Chairman and Chief Executive Officer Director and Executive Officer PAGE 30 OF 32 PAGES NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS --------------------------- ----------------------------------------- Arthur Zankel General Partner Director Zankel Capital Advisors, LLC 535 Madison Avenue New York, NY 10022 Winfried F. W. Bischoff Chairman Executive Officer Citigroup Europe United Kingdom Michael A. Carpenter Chief Executive Officer Executive Officer Global Corporate and Investment Bank 388 Greenwich Street New York, NY 100013 Jay S. Fishman Chief Operating Officer - Finance and Risk Executive Officer Thomas Wade Jones Chairman & CEO Executive Officer Global Investment Management and Private Banking Group 7 World Trade Center New York, NY 10048 Deryck C. Maughan Vice Chairman Executive Officer United Kingdom Victor J. Menezes Chairman and CEO Executive Officer Citibank, N.A. Charles O. Prince, III COO - Operations and Administration, General Executive Officer Counsel/Corporate Secretary William R. Rhodes Vice Chairman Executive Officer Todd S. Thomson Executive Vice President - Finance and Executive Officer Investments Robert B. Willumstad Chief Executive Officer Executive Officer Global Consumer Group PAGE 31 OF 32 PAGES EXHIBIT INDEX
Sequential Exhibit No. Numbered Page ----------- ------------- Exhibit 1 -- Joint Filing Agreement among Citicorp Mezzanine III, 33 L.P., Citicorp Capital Investors, Limited, Citicorp Venture Capital, Ltd., Citibank, N.A., Citicorp, Citigroup Holdings Company and Citigroup Inc. Exhibit 2 -- 8% Convertible Subordinated Notes Due 2011 Purchase 35 Agreement, dated as of June 11, 2001, by and between Citicorp Mezzanine III, L.P. and ChipPAC, Inc. Exhibit 3 -- 8% Convertible Subordinated Notes Due 2011. 166 Exhibit 4 -- Indenture, dated as of June 15, 2001, between 180 ChipPAC, Inc. and Firstar Bank, N.A., as trustee. Exhibit 5 -- 8% Convertible Subordinated Notes Due 2011 266 Registration Rights Agreement, dated June 22, 2001, between ChipPAC, Inc. and Citicorp Mezzanine III, L.P. Exhibit 6 -- 12-3/4% Senior Subordinated Notes Due 2009 Purchase 293 Agreement, dated as of June 11, 2001, by and between Citicorp Capital Investors, Limited and ChipPAC International Company Limited. Exhibit 7 -- 12-3/4% Senior Subordinated Notes Due 2009. 336 Exhibit 8 -- Indenture, dated July 29, 1999, among ChipPAC -- International Limited, ChipPAC Merger Corp. and Firstar Bank, N.A., as trustee.(1) Exhibit 9 -- First Supplemental Indenture, dated as of -- August 5, 1999, among ChipPAC International Company Limited, ChipPAC, Inc. and Firstar Bank, N.A., as trustee.(1)
PAGE 32 OF 32 PAGES
Exhibit 10 -- 12-3/4% Senior Subordinated Notes Due 2009 349 Registration Rights Agreement, dated June 22, 2001, between ChipPAC International Company Limited and Citicorp Capital Investors, Limited. Exhibit 11 -- Amended & Restated Registration Agreement, -- dated as of August 5, 1999, by and among ChipPAC, Inc., Intel Corporation, ChipPAC Equity Investors LLC, Sankaty High Yield Asset Partners, L.P. and the other signatories thereto.(1) Exhibit 12 -- Amendment No. 1 to Amended and Restated -- Registration Agreement, dated as of June 30, 2000, by and among ChipPAC, Inc., Sapphire Worldwide Investments, Inc. and the other signatories thereto.(2) Exhibit 13 -- Amendment No. 2 to Amended and Restated -- Registration Agreement, dated as of July 13, 2000, by and among ChipPAC, Inc., Qualcomm Incorporated and the other signatories thereto.(2) Exhibit 14 -- Amendment No. 3 to Amended and Restated -- Registration Agreement, dated as of August 2, 2000, by and among ChipPAC, Inc., Bain Capital Inc., SXI Group LLC and the other signatories thereto.(3)
---------- (1) Incorporated by reference to the Company's Form S-4, filed with the Securities and Exchange Commission on November 24, 1999. (File No. 333-91641). (2) Incorporated by reference to the Company's Amendment No. 1 to Form S-1, filed with the Securities and Exchange Commission on July 14, 2000. (File No. 333-39428) (3) Incorporated by reference to the Company's Amendment No 3. to Form S-1, filed with the Securities and Exchange Commission on August 7, 2000. (File No. 333-39428)