Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Richard D. Rosen, Esq.
Cohen & Grigsby, P.C.
625 Liberty Avenue
Pittsburgh, PA 15222-3152
Telephone: (412) 297-4927

(Date of Event which Requires Filing of this Statement)

 

 

Schedule 13D/A

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Schedule 13D/A

ITEM 1. SECURITY AND ISSUER.

     This Amendment No. 3 (the “Amendment”) amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on November 28, 2005, as amended by Amendment No. 1 filed with the Commission on April 4, 2008 and Amendment No. 2 filed with the Commission on March 19, 2009, by the reporting persons who then constituted the Group and relates to the common stock, $0.001 par value per share (the “Common Stock”), of Amkor Technology, Inc., a Delaware corporation (“Amkor” or the “Issuer”). The principal executive offices of Amkor are located at 1900 South Price Road, Chandler, Arizona 85286.

     This Amendment is being filed to report the purchase of $150 million of a 6.00% convertible senior subordinated note due April 15, 2014 (the “2009 Note”) by 915 Investments, LP, a Pennsylvania limited partnership (the “Partnership”) from Amkor on April 1, 2009 as more fully described in Item 6 and to make certain corrections to voting information and to the names of certain trusts contained in previous filings.

ITEM 2. IDENTITY AND BACKGROUND.

     (a) This Amendment is being filed by the Group and separately by each of the following persons comprising the Group (each a “Reporting Person”):

	i.		James J. Kim
	ii.		Agnes C. Kim
	iii.		John T. Kim
	iv.		David D. Kim, as Trustee
	v.		John T. Kim, as Trustee
	vi.		Susan Y. Kim, as Trustee
	vii.		David D. Kim Trust of 12/31/87
	viii.		John T. Kim Trust of 12/31/87
	ix.		Susan Y. Kim Trust of 12/31/87
	x.		Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Kim Panichello
	xi.		Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline Mary Panichello
	xii.		Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan James Panichello
	xiii.		Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello dated 10/3/94
	xiv.		Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello dated 12/24/92
	xv.		Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello dated 10/15/01
	xvi.		Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim dated 10/15/01

Schedule 13D/A

	xvii.		Irrevocable Deed of Trust of James J. Kim FBO Jason Lee Kim dated 11/17/03
	xviii.		Irrevocable Deed of Trust of James J. Kim f/b/o Children of David D. Kim dated 11/11/05
	xix.		James J. Kim 2008 Trust FBO Alexandra Kim Panichello and Descendants dated 2/5/08
	xx.		James J. Kim 2008 Trust FBO Jacqueline Mary Panichello and Descendants dated 2/5/08
	xxi.		James J. Kim 2008 Trust FBO Dylan James Panichello and Descendants dated 2/5/08
	xxii.		James J. Kim 2008 Trust FBO Descendants of John T. Kim dated 2/5/08
	xxiii.		James J. Kim 2008 Trust FBO Descendants of David D. Kim dated 2/5/08
	xxiv.		James J. Kim 2008 Qualified Annuity Trust dated 11/14/08
	xxv.		The James and Agnes Kim Foundation, Inc.
	xxvi.		915 Investments, LP, for which James J. Kim is the sole general partner

     (b) The principal business address for the natural persons listed above, who are all members of the Kim family (the “Kim Family”), and for the trusts for the members of the Kim Family listed above and their descendants (as such trusts are amended, modified or supplemented from time to time, the “Kim Trusts”) is 1900 South Price Road, Chandler, AZ 85286. The principal business address for The James and Agnes Kim Foundation, Inc. (the “Foundation”) is 1345 Enterprise Drive, West Chester, Pennsylvania. The principal business address for the Partnership is 915 Mount Pleasant Road, Bryn Mawr, Pennsylvania 19010.

     (c) Attached as Schedule I hereto and incorporated herein by reference is a list containing (a) the present principal occupation or employment and (b) the name, principal business, and address of any corporation or other organization in which such employment is conducted, of each member of the Kim Family. The principal business of the Kim Trusts is purchasing, holding, and selling securities and other assets for investment purposes. The principal business of the Foundation is to receive contributions from donors which are invested and a portion of the investments is distributed to charitable organizations. The principal business of the Partnership is to serve as a fund through which the assets of its partners will be utilized to invest in, hold and trade in securities and other financial instruments.

     (d) During the last five years, none of the Reporting 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 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) For each Reporting Person, the response to Row 6 on the cover page, indicating the citizenship or place of organization of such person, is incorporated herein by reference.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     Item 3 is amended to include the following information:

     The 2009 Note was purchased using the available funds of the Partnership.

Schedule 13D/A

     Item 4 is amended and restated as follows:

     The Kim Trusts will hold the shares of Common Stock received from James J. Kim for investment purposes for the benefit of its respective beneficiaries. The Kim Family, the Foundation and the Partnership will hold the shares of Common Stock for investment purposes only.

     The Reporting Persons intend to review on a continuing basis their investment in the Issuer. The Reporting Persons may decide to increase or decrease their investment in the Issuer depending upon the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors.

     Other than as described above, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions described in the preceding paragraph of this Item 4 of this Schedule 13D/A (although they reserve the right to develop such plans).

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

     Item 5 is amended and restated as follows:

     (a) The response to Row 11 in each Reporting Person’s cover page, indicating the aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person, is incorporated herein by reference. Each Reporting Person states that the filing of this Schedule 13D shall not be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Act of 1933, as amended, the beneficial owner of the shares of Common Stock reported as beneficially owned by the other Reporting Persons in this Schedule 13D. The total number of shares which are beneficially owned by the members of the Group as a group is 137,249,405 or 55.63% of the outstanding shares of Common Stock. The number of shares beneficially owned by the Group includes 754,168 shares which may be acquired pursuant to options that are exercisable within 60 days of April 1, 2009, 13,351,132 shares that are issuable upon the conversion of notes that are convertible at any time prior to their December 1, 2013 maturity date and 49,594,980 shares that are issuable upon the conversion of a note that is convertible at any time prior to its April 15, 2014 maturity date. The ownership percentages were calculated based on 183,035,405 outstanding shares of Common Stock of Amkor, as reported in filings with the Securities and Exchange Commission as of March 20, 2009, increased, as appropriate, to include the shares beneficially owned by such Reporting Person that may be acquired pursuant to options exercisable within 60 days of April 1, 2009 and/or shares that are issuable upon conversion of notes.

     (b) For each Reporting Person, the response to Row 7 on the cover page, indicating the number of shares as to which such person has the sole power to vote or to direct the vote is incorporated herein by reference.

     For each Reporting Person, the response to Row 8 on the cover page, indicating the aggregate number of shares as to which such person has shared power to vote or to direct the vote, is incorporated herein by reference.

     For each Reporting Person, the response to Row 9 on the cover page, indicating the number of shares as to which such person has the sole power to dispose or to direct the disposition is incorporated herein by reference.

     For each Reporting Person, the response to Row 10 on the cover page, indicating the number of shares as to which such person has the shared power to vote or to direct the vote is incorporated herein by reference.

     (c) See Items 1, 3, 4 and 6.

     (d) Not applicable.

     (e) Not applicable.

Schedule 13D/A

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is amended and restated as follows:

     Each of the individuals and trusts listed in Item 2(a) (previously defined as the “Group”) may be deemed a member of a group consisting of members of the Kim Family, the Kim Trusts established for the benefit of James J. Kim’s children and grandchildren, the Foundation and the Partnership, who each exercise voting or investment power with respect to shares of the Issuer’s Common Stock in concert with other members of the Group. James J. Kim, as general partner of the Partnership, has voting and investment power with respect to the Partnership. All of the directors and officers of the Foundation are members of the Kim Family. Accordingly, the Foundation might be expected to vote the shares of Common Stock of the Issuer that the Foundation owns in concert with the Kim Family, the Kim Trusts and the Partnership.

     James J. Kim, the Foundation, Irrevocable Deed of Trust of James J. Kim for Jacqueline Mary Panichello dated 10/3/94, Irrevocable Deed of Trust of James J. Kim for Alexandra Kim Panichello dated 12/24/92, Irrevocable Deed of Trust of James J. Kim for Dylan James Panichello dated 10/15/01, Irrevocable Deed of Trust of James J. Kim for Allyson Lee Kim dated 10/15/01, Irrevocable Deed of Trust of James J. Kim FBO Jason Lee Kim dated 11/17/03 and Irrevocable Deed of Trust of James J. Kim f/b/o Children of David D. Kim dated 11/11/05 (collectively, the “2005 Investors”) entered into a voting agreement dated as of November 18, 2005 (the “2005 Voting Agreement”). Pursuant to the 2005 Voting Agreement, the 2005 Investors agreed to vote all shares of Amkor Common Stock issued upon conversion of the 6 1/4% convertible subordinated notes (the “2005 Notes” and upon conversion to Amkor Common Stock, the “2005 Converted Shares”) in accordance with the 2005 Voting Agreement. The 2005 Investors agree to vote all 2005 Converted Shares in a “neutral manner” on all matters submitted to Amkor stockholders for a vote, such that the shares subject to the 2005 Voting Agreement are required to be voted in the same proportion as all of the other outstanding securities (excluding securities beneficially owned, directly or indirectly, by the 2005 Investors) that are actually voted on a proposal submitted to Amkor’s stockholders for approval. The 2005 Investors are not required to vote in a “neutral manner” any 2005 Converted Shares that, when aggregated with all other voting shares held by the 2005 Investors, represent 41.6% or less of the total then-outstanding voting shares of Amkor Common Stock. The 2005 Voting Agreement shall terminate upon the earliest of (i) December 1, 2013, (ii) such time as no principal amount of 2005 Notes or any 2005 Converted Shares remains outstanding, (iii) a change of control transaction (as defined in the 2005 Voting Agreement) of Amkor, or (iv) the mutual agreement of the 2005 Investors and Amkor. A copy of the 2005 Voting Agreement is attached as Exhibit 10.1 and incorporated herein by reference.

     The James J. Kim 2008 Trust FBO Alexandra Kim Panichello and Descendants, the James J. Kim 2008 Trust FBO Jacqueline Mary Panichello and Descendants, the James J. Kim 2008 Trust FBO Dylan James Panichello and Descendants, the James J. Kim 2008 Trust FBO Descendants of John T. Kim and the James J. Kim 2008 Trust FBO Descendants of David D. Kim are collectively referred to as the “2008 Trusts”. On February 11, 2008, the 2008 Trusts acquired an aggregate of 8,180,400 shares of Common Stock from Agnes C. Kim in a private transaction and financed such purchase by issuing promissory notes maturing on February 10, 2011, which on December 31, 2008 were replaced with promissory notes maturing on December 31, 2016 (the “2008 Notes”). In connection with the 2008 Notes, the 8,180,400 shares held by the 2008 Trusts have been pledged to Agnes C. Kim as collateral for the 2008 Notes. If an event of default with respect to any of the 2008 Notes occurs, which may include failure to make note payments when due, default in a payment of other borrowed money, distribution of a substantial part of a trust’s property or judgments exceeding $25,000 being entered against a trust, Agnes C. Kim may declare any of the 2008 Notes in default and acquire voting and investment power with respect to the shares pledged as collateral.

     In connection with the issuance of the 2009 Note, James J. Kim and the Partnership (collectively, the “2009 Investors”) and Amkor entered into a voting agreement dated as of March 26, 2009 (the “2009 Voting Agreement”). Pursuant to the 2009 Voting Agreement, the 2009 Investors agreed to vote all shares of Amkor Common Stock issued upon conversion of the 2009 Note (the “2009 Converted Shares”) in accordance with the 2009 Voting Agreement. The 2009 Investors agree to vote all 2009 Converted Shares in a “neutral manner” on all matters

Schedule 13D/A

submitted to Amkor stockholders for a vote, such that the shares subject to the 2009 Voting Agreement are required to be voted in the same proportion as all of the other outstanding securities (excluding securities beneficially owned, directly or indirectly, by the 2009 Investors) that are actually voted on a proposal submitted to Amkor’s stockholders for approval. The 2009 Investors are not required to vote in a “neutral manner” any 2009 Converted Shares that, when aggregated with all other voting shares held by the 2009 Investors, represent 41.6% or less of the total then-outstanding voting shares of Amkor Common Stock. The 2009 Voting Agreement shall terminate upon the earliest of (i) such time as no principal amount of the 2009 Note remains outstanding and the 2009 Investors or their affiliates no longer beneficially own any of the 2009 Converted Shares, (ii) consummation of a change of control (as defined in the 2009 Voting Agreement) of Amkor, or (iii) the mutual agreement of the 2009 Investors and Amkor. A copy of the 2009 Voting Agreement is attached as Exhibit 10.2 and incorporated herein by reference.

     In addition, the 2009 Investors, Deutsche Bank Securities Inc. (“Deutsche Bank”) and Citigroup Global Markets Inc. (“Citigroup”) entered into a commitment letter on March 25, 2009 (the “Commitment Letter”) pursuant to which the 2009 Investors agreed to purchase in the aggregate a minimum of $150 million and up to a maximum of $200 million of promissory notes in the April 1, 2009 offering. Pursuant to the Commitment Letter, the 2009 Investors entered into a lock-up agreement with Deutsche Bank and Citigroup for a lock-up period of ninety days after April 1, 2009 in which the 2009 Investors agree not to, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of or enter into any transaction which is designed to or might reasonably be expected to result in the disposition by the 2009 Investors or any their affiliates or any person in privity with the 2009 Investors of any shares of capital stock of Amkor or any securities convertible into or exercisable or exchangeable for such capital stock with certain limited exceptions, including the exercise of options, transactions pursuant to Rule 10b5-1 or in certain circumstances when the transferee agrees to be bound by these restrictions. A copy of the Commitment Letter, including the form of lock-up agreement executed on March 25, 2009 by the 2009 Investors, Deutsche Bank and Citigroup, is attached as Exhibit 10.3 and incorporated herein by reference.

     Amkor and the 2009 Investors also entered into a letter agreement dated March 26, 2009 (the “Letter Agreement”) pursuant to which, among other things, Amkor agreed to use reasonable efforts to register the resale of the 2009 Note (and any shares of Common Stock issued upon the conversion thereof) on a shelf registration statement pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), upon the request of the 2009 Investors at any time after April 1, 2010. Amkor agreed to reimburse James J. Kim for the reasonable legal fees and expenses incurred by Mr. Kim in connection with the negotiation and purchase of the 2009 Note by the Partnership. A copy of the Letter Agreement is attached as Exhibit 10.4 and incorporated herein by reference.

     Finally, Amkor executed the 2009 Note in favor of the Partnership, which matures on April 15, 2014. The 2009 Note accrues interest at a rate of 6.00% per year, which is subject to increase in certain circumstances, and is payable semi-annually in arrears on April 15 and October 15 of each year commencing October 15, 2009. The 2009 Note may be converted at any time by the 2009 Investors into shares of Amkor Common Stock at an initial conversion rate of 330.6332 shares of Amkor’s Common Stock per $1,000 principal amount of 2009 Note, subject to certain adjustments, which represent a conversion price of approximately $3.02 per share of Common Stock. Upon the occurrence of a designated event, which includes a change of control or termination of trading, the 2009 Investors may require Amkor to repurchase the 2009 Note at a price equal to 100% of the principal amount plus accrued and unpaid interest up to but excluding the repurchase date. The 2009 Note contains certain events of default that could, subject to certain conditions, cause the unpaid principal amount plus accrued and unpaid interest on the 2009 Note to be due and payable, which include default in the payment of principal or installment interest, default in the delivery when due of any Common Stock deliverable upon conversion, breach of covenants, failure to provide timely notice of any designated event, failure of Amkor or any of its material subsidiaries to make timely payment of debt in excess of $20 million and certain events of bankruptcy or insolvency of Amkor or any of its material subsidiaries. The shares issuable upon conversion of the 2009 Note have not been registered under the Securities Act. All of the notes issued in connection with the April 1, 2009 note offering, including the 2009 Note, are subordinated to the 2005 Notes. A copy of the form of 2009 Note is attached as Exhibit 10.5 and incorporated herein by reference.

Schedule 13D/A

     The trust agreements for certain of the Kim Trusts authorize the trustees of such trusts to vote the shares of Common Stock of the Issuer held by them, in their discretion, in concert with members of the Kim Family. The Partnership grants James J. Kim, its general partner, sole voting and investment power with respect to all of the securities held by the Partnership. James J. and Agnes C. Kim are husband and wife. James J. Kim and Agnes C. Kim are the parents of Susan Y. Kim, David D. Kim and John T. Kim. Each of the David D. Kim Trust of 12/31/87, the John T. Kim Trust of 12/31/87 and the Susan Y. Kim Trust of 12/31/87 has as their sole trustee David D. Kim, John T. Kim and Susan Y. Kim, respectively. Susan Y. Kim is the parent of Alexandra Kim Panichello, Jacqueline Mary Panichello and Dylan James Panichello and is the co-trustee of each of her children’s trusts along with John T. Kim. John T. Kim is the parent of Allyson Lee Kim and Jason Lee Kim and is the co-trustee of each of his children’s trusts along with Susan Y. Kim. David D. Kim is co-trustee of the James J. Kim 2008 Trust FBO Descendants of David D. Kim dated 2/5/08, along with John T. Kim and Susan Y. Kim, and the Irrevocable Deed of Trust of James J. Kim f/b/o Children of David D. Kim dated 11/11/05, along with John T. Kim.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

     The following documents are filed as exhibits:

Exhibit
Number		Exhibit Name
99.1		Third Amended and Restated Agreement regarding joint filing
10.1		2005 Voting Agreement dated November 18, 2005 among Amkor Technologies, Inc., James J. Kim and the six trusts named therein
10.2		2009 Voting Agreement dated as of March 26, 2009 among Amkor Technologies, Inc., James J. Kim and 915 Investments, LP
10.3		Commitment Letter Agreement dated March 25, 2009 among Deutsche Bank Securities Inc., Citigroup Global Markets Inc., James J. Kim and 915 Investments, LP, including Exhibit A form of lock-up agreement among the same parties dated March 25, 2009
10.4		Letter Agreement dated March 26, 2009 among Amkor Technologies, Inc., James J. Kim and 915 Investments, LP
10.5		Form of 6.00% Convertible Senior Subordinated Note due 2014 executed by Amkor Technologies, Inc. in favor of 915 Investments, LP on April 1, 2009

Schedule 13D/A

SIGNATURE

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

Dated: April 15, 2009

By:		/s/ David D. Kim
		David D. Kim, as Trustee
John T. Kim Trust of 12/31/87
By:		/s/ John T. Kim_
		John T. Kim, as Trustee
Susan Y. Kim Trust of 12/31/87
By:		/s/ Susan Y. Kim
		Susan Y. Kim, as Trustee
Irrevocable Deed of Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Kim Panichello
By:		/s/ Susan Y. Kim
		Susan Y. Kim, as Trustee