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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT
OF 1934
(AMENDMENT No. 2)
AMKOR TECHNOLOGY, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of class of securities)
031652100
(CUSIP Number)
March 15, 2002
--------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/__/ Rule 13d-1(b)
/__/ Rule 13d-1(c)
/X/ Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAME OF REPORTING PERSON
The Group composed of the following persons:
1. James J. Kim
2. Agnes C. Kim
3. David D. Kim, as Trustee
4. Susan Y. Kim, as Trustee
5. John T. Kim, as Trustee
6. John F.A. Earley, as Trustee
7. David D. Kim Trust
8. John T. Kim Trust
9. Susan Y. Kim Trust
10. Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Alexandra Panichello
11. Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Jacqueline Panichello
12. Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Dylan Panichello
13. The James and Agnes Kim Foundation, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Not applicable; not organized
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
73,517,677 shares, or 44.4% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
73,517,677 shares, or 44.4% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
73,517,677 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
44.4% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
1. NAME OF REPORTING PERSON
James J. Kim
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
21,686,186 shares, or 13.1% of the common stock outstanding
6. SHARED VOTING POWER
Not Applicable
7. SOLE DISPOSITIVE POWER
21,686,186 shares, or 13.1% of the common stock outstanding
8. SHARED DISPOSITIVE POWER
Not Applicable
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
21,686,186 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.1% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
1. NAME OF REPORTING PERSON
Agnes C. Kim
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
8,319,939 shares, or 5.0% of the common stock outstanding
6. SHARED VOTING POWER
Not Applicable
7. SOLE DISPOSITIVE POWER
8,319,939 shares, or 5.0% of the common stock outstanding
8. SHARED DISPOSITIVE POWER
Not Applicable
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,319,939 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
1. NAME OF REPORTING PERSON
David D. Kim, as Trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
14,457,344 shares, or 8.7% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
14,457,344 shares, or 8.7% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,457,344 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
1. NAME OF REPORTING PERSON
Susan Y. Kim, as Trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
43,372,032 shares, or 26.2% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
43,372,032 shares, or 26.2% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
43,372,032 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
26.2% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
1. NAME OF REPORTING PERSON
John T. Kim, as Trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
28,914,688 shares, or 17.5% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
28,914,688 shares, or 17.5% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
28,914,688 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.5% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
1. NAME OF REPORTING PERSON
John F.A. Earley, as Trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
35,172,032 shares, or 21.3% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
35,172,032 shares, or 21.3% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
35,172,032 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.3% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(IN)
1. NAME OF REPORTING PERSON
David D. Kim Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in Commonwealth of Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
14,457,344 shares, or 8.7% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
14,457,344 shares, or 8.7% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,457,344 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
1. NAME OF REPORTING PERSON
John T. Kim Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in Commonwealth of Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
14,457,344 shares, or 8.7% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
14,457,344 shares, or 8.7% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,457,344 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
1. NAME OF REPORTING PERSON
Susan Y. Kim Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in Commonwealth of Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
6,257,344 shares, or 3.8% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
6,257,344 shares, or 3.8% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,257,344 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
1. NAME OF REPORTING PERSON
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Panichello
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in Commonwealth of Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
2,733,334 shares, or 1.7% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
2,733,334 shares, or 1.7% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,733,334 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
1. NAME OF REPORTING PERSON
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline Panichello
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in Commonwealth of Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
2,733,333 shares, or 1.7% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
2,733,333 shares, or 1.7% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,733,333 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
1. NAME OF REPORTING PERSON
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan Panichello
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in Commonwealth of Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
Not Applicable
6. SHARED VOTING POWER
2,733,333 shares, or 1.7% of the common stock outstanding
7. SOLE DISPOSITIVE POWER
Not Applicable
8. SHARED DISPOSITIVE POWER
2,733,333 shares, or 1.7% of the common stock outstanding
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,733,333 shares of common stock
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(OO)
1. NAME OF REPORTING PERSON
The James and Agnes Kim Foundation, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/ (b) /__/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in Commonwealth of Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
139,520 shares, or 0.1% of the common stock outstanding
6. SHARED VOTING POWER
Not applicable
7. SOLE DISPOSITIVE POWER
139,520 shares, or 0.1% of the common stock outstanding
8. SHARED DISPOSITIVE POWER
Not applicable
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
139,520 shares of the common stock outstanding
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES /__/
11. PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% of the common stock outstanding
12. TYPE OF REPORTING PERSON
(CO)
ITEM 1. (a) Name of Issuer
Amkor Technology, Inc.
(b) Address of Issuer's Principal Executive Offices
1345 Enterprise Drive, West Chester, PA 19380
ITEM 2. (a) Name of Person Filing
The following persons and the Group composed of the
following persons:
1. James J. Kim
2. Agnes C. Kim
3. David D. Kim, as Trustee
4. Susan Y. Kim, as Trustee
5. John T. Kim, as Trustee
6. John F.A. Earley, as Trustee
7. David D. Kim Trust
8. John T. Kim Trust
9. Susan Y. Kim Trust
10. Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Alexandra Panichello
11. Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Jacqueline Panichello
12. Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Dylan Panichello
13. The James and Agnes Kim Foundation, Inc.
(b) Address of Principal Business Office, or if none,
Residence For each reporting person:
1345 Enterprise Drive
West Chester, PA 19380
(c) Citizenship
Not Applicable
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number
031652100
ITEM 2. (a) Name of Person Filing
James J. Kim
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive
West Chester, PA 19380
(c) Citizenship
United States Citizen
(d) Title of Class of Securities
Common Stock, par value, $.001 per share
(e) CUSIP Number
031652100
ITEM 2. (a) Name of Person Filing
Agnes C. Kim
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive
West Chester, PA 19380
(c) Citizenship
United States Citizen
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number
031652100
ITEM 2. (a) Name of Person Filing
David D. Kim, as Trustee
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive
West Chester, PA 19380
(c) Citizenship
United States Citizen
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number
031652100
ITEM 2. (a) Name of Person Filing
Susan Y. Kim, as Trustee
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive
West Chester, PA 19380
(c) Citizenship
United States Citizen
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number
031652100
ITEM 2. (a) Name of Person Filing
John T. Kim, as Trustee
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive
West Chester, PA 19380
(c) Citizenship
United States Citizen
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number
031652100
ITEM 2. (a) Name of Person Filing
John F.A. Earley, Trustee
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive
West Chester, PA 19380
(c) Citizenship
United States Citizen
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number
031652100
ITEM 2. (a) Name of Person Filing
David D. Kim, Trust
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive
West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number
031652100
ITEM 2. (a) Name of Person Filing
John T. Kim Trust
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive
West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number
031652100
ITEM 2. (a) Name of Person Filing
Susan Y. Kim Trust
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive
West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number
031652100
ITEM 2. (a) Name of Person Filing
Trust of Susan Y. Kim dated 4/16/98 for the benefit
of Alexandra Panichello
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive
West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number
031652100
ITEM 2. (a) Name of Person Filing
Trust of Susan Y. Kim dated 4/16/98 for the benefit
of Jacqueline Panichello
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive
West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number
031652100
ITEM 2. (a) Name of Person Filing
Trust of Susan Y. Kim dated 4/16/98 for the benefit
of Dylan Panichello
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive
West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number
031652100
ITEM 2. (a) Name of Person Filing
The James and Agnes Kim Foundation, Inc.
(b) Address of Principal Business Office, or if none,
Residence
1345 Enterprise Drive
West Chester, PA 19380
(c) Organization
Organized in the Commonwealth of Pennsylvania
(d) Title of Class of Securities
Common Stock, par value $.001 per share
(e) CUSIP Number
031652100
ITEM 3. Not Applicable
ITEM 4. OWNERSHIP
1. (a) Amount Beneficially Owned
For each reporting person, see response to Row 9 on
cover page
(b) Percent of Class
For each reporting person, see response to Row 11 on
cover page
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
For each reporting person, see response to Row
5 on cover page
(ii) Shared power to vote or to direct the vote:
For each reporting person, see response to Row
6 on cover page
(iii) Sole power to dispose or to direct the
disposition of:
For each reporting person, see response to Row
7 on cover page
(iv) Shared power to dispose or to direct the
disposition of:
For each reporting person, see response to Row
8 on cover page
Each reporting person states that the filing of this statement on Schedule 13G
shall not be construed as an admission that such reporting person is, for the
purposes of section 13(d) or 13(g) of the Act, the beneficial owner of the
shares of common stock reported as beneficially owned by the other reporting
persons in this statement on Schedule 13G.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
See Exhibit A, attached hereto.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION
This statement on Schedule 13G is filed on behalf of each of the undersigned
Persons and the Group. After reasonable inquiry and to the best of my knowledge
and belief, each of the undersigned persons certifies that the information set
forth in this statement is true, complete and correct in so far as the
information pertains to the undersigned.
/s/ James J. Kim* February 13, 2003
- ------------------
James J. Kim
/s/ Agnes C. Kim* February 13, 2003
- -----------------
Agnes C. Kim
/s/ David D. Kim* February 13, 2003
- -----------------
David D. Kim, as Trustee
/s/ Susan Y. Kim* February 13, 2003
- -----------------
Susan Y. Kim, as Trustee
/s/ John T. Kim* February 13, 2003
- ----------------
John T. Kim, as Trustee
/s/ John F.A. Earley* February 13, 2003
- ---------------------
John F.A. Earley, as Trustee
David D. Kim Trust February 13, 2003
By: /s/ David D. Kim*
-----------------
David D. Kim, as Trustee
John T. Kim Trust February 13, 2003
By: /s/ John T. Kim*
----------------
John T. Kim, as Trustee
Susan Y. Kim Trust February 13, 2003
By: /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee
Trust of Susan Y. Kim dated 4/16/98 for February 13, 2003
the benefit of Alexandra Panichello
By: /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee
Trust of Susan Y. Kim dated 4/16/98 for February 13, 2003
the benefit of Jacqueline Panichello
By: /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee
Trust of Susan Y. Kim dated 4/16/98 for February 13, 2003
the benefit of Dylan Panichello
By: /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee
The James and Agnes Kim Foundation, Inc. February 13, 2003
By: /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Secretary
* /s/ MEMMA S. KILGANNON February 13, 2003
------------------
Memma S. Kilgannon, as attorney-in-fact
for each reporting person indicated,
pursuant to powers-of-attorney
previously filed with the U.S.
Securities and Exchange Commission
or filed with the U.S. Securities and
Exchange Commission with this filing.
EXHIBIT A
This Agreement made by the undersigned persons certifies that each
undersigned person agrees that the statement on Schedule 13G to which this
Exhibit A is attached is filed on behalf of each of them and the Group. The
"Group" (as defined in Rule 13d-5(b) is composed of the following persons:
James J. Kim
Agnes C. Kim
David D. Kim, as Trustee
Susan Y. Kim, as Trustee
John T. Kim, as Trustee
John F.A. Earley, as Trustee
David D. Kim Trust
John T. Kim Trust
Susan Y. Kim Trust
Trust of Susan Y. Kim dated 4/16/98 held for the
benefit of Alexandra Panichello
Trust of Susan Y. Kim dated 4/16/98 held for the
benefit of Jacqueline Panichello
Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Dylan Panichello; and
The James and Agnes Kim Foundation, Inc.
Each undersigned further agrees the information as it pertains to each
undersigned is accurate and complete and that each undersigned has no knowledge
or reason to believe that information as it relates to the other persons making
this filing is inaccurate.
/s/ James J. Kim* February 13, 2003
- -----------------
James J. Kim
/s/ Agnes C. Kim* February 13, 2003
- -----------------
Agnes C. Kim
/s/ David D. Kim* February 13, 2003
- -----------------
David D. Kim, as Trustee
/s/ Susan Y. Kim* February 13, 2003
- -----------------
Susan Y. Kim, as Trustee
/s/ John T. Kim* February 13, 2003
- ----------------
John T. Kim, as Trustee
/s/ John F.A. Earley* February 13, 2003
- ---------------------
John F.A. Earley, as Trustee
David D. Kim Trust February 13, 2003
By: /s/ David D. Kim*
-----------------
David D. Kim, as Trustee
John T. Kim Trust February 13, 2003
By: /s/ John T. Kim*
----------------
John T. Kim, as Trustee
Susan Y. Kim Trust February 13, 2003
By: /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee
Trust of Susan Y. Kim dated 4/16/98 for February 13, 2003
the benefit of Alexandra Panichello
By: /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee
Trust of Susan Y. Kim dated 4/16/98 for February 13, 2003
the benefit of Jacqueline Panichello
By: /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee
Trust of Susan Y. Kim dated 4/16/98 for February 13, 2003
the benefit of Dylan Panichello
By: /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee
The James and Agnes Kim Foundation, Inc. February 13, 2003
By: /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Secretary
* /s/ MEMMA S. KILGANNON February 13, 2003
------------------
Memma S. Kilgannon, as attorney-in-fact
for each reporting person indicated,
pursuant to powers-of-attorney
previously filed with the U.S.
Securities and Exchange Commission
or filed with the U.S. Securities and
Exchange Commission with this filing.
Exhibit B
NOTICE
THE PURPOSE OF THIS POWER OF ATTORNEY IS TO GIVE THE PERSON YOU DESIGNATE
(YOUR "AGENT") BROAD POWERS TO ACT ON YOUR BEHALF WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION"), WHICH MAY INCLUDE, BUT ARE NOT LIMITED
TO, POWERS TO FILE FORMS 3, 4, AND 5, AND ANY AMENDMENTS THERETO, OR SCHEDULES
13D OR SCHEDULES 13G, AND ANY AMENDMENTS THERETO IN ACCORDANCE WITH THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, AND TO PERFORM ANY AND ALL ACTS
THE AGENT DEEMS NECESSARY TO ENABLE THE UNDERSIGNED PERSON TO COMPLY WITH THE
APPLICABLE LAWS OF THE UNITED STATES WITHOUT ADVANCE NOTICE TO YOU OR APPROVAL
BY YOU.
THIS POWER OF ATTORNEY DOES NOT IMPOSE A DUTY ON YOUR AGENT TO EXERCISE
GRANTED POWERS, BUT WHEN POWERS ARE EXERCISED, YOUR AGENT MUST USE DUE CARE TO
ACT FOR YOUR BENEFIT AND IN ACCORDANCE WITH THIS POWER OF ATTORNEY.
YOUR AGENT MAY EXERCISE THE POWERS GIVEN HERE THROUGHOUT YOUR LIFETIME,
EVEN AFTER YOU BECOME INCAPACITATED, UNLESS YOU EXPRESSLY LIMIT THE DURATION OF
THESE POWERS OR YOU REVOKE THESE POWERS OR A COURT ACTING ON YOUR BEHALF
TERMINATES YOUR AGENT'S AUTHORITY.
YOUR AGENT MUST KEEP YOUR FUNDS SEPARATE FROM YOUR AGENT'S FUNDS.
A COURT CAN TAKE AWAY THE POWERS OF YOUR AGENT IF IT FINDS YOUR AGENT IS
NOT ACTING PROPERLY.
THE POWERS AND DUTIES OF AN AGENT UNDER A POWER OF ATTORNEY ARE EXPLAINED
MORE FULLY IN 20 PA.C.S. CH. 56.
IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD
ASK A LAWYER OF YOUR OWN CHOOSING TO EXPLAIN IT TO YOU.
I HAVE READ OR HAD EXPLAINED TO ME THIS NOTICE AND I UNDERSTAND ITS
CONTENTS.
NAME DATE
Trust of Susan Y. Kim dated 4/16/98 for the benefit of
Alexandra Panichello
By: /s/ Susan Y. Kim February 13, 2003
----------------
Name: Susan Y. Kim
Title: Trustee
POWER OF ATTORNEY
Know all by these presents, that Susan Y. Kim, as Trustee of the Susan Y.
Kim Trust of 1986 for the benefit of Alexandra Panichello, hereby constitutes
and appoints Memma S. Kilgannon the true and lawful attorney-in-fact and agent
of the Susan Y. Kim Trust of 1986 for the benefit of Alexandra Panichello with
authority to:
(1) Execute for and on behalf of the Susan Y. Kim Trust of 1986 for the
benefit of Alexandra Panichello as the beneficial owner (as defined in
Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), and the rules thereunder) of more than five percent or
ten percent of one or more of the classes of equity securities issued
by Electronics Boutique Holdings Corp. or Amkor Technology, Inc. (the
"Companies"), Forms 3, 4, and 5, and any amendments thereto, in
accordance with Section 16(a) of the 1934 Act and the rules thereunder
or Schedules 13D or Schedules 13G, and any amendments thereto, in
accordance with Section 13(d) and 13(g) of the 1934 Act and the rules
thereunder;
(2) Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, and 5 and Schedule 13D and Schedule 13G, and any amendments
thereto and to timely file such form or schedule, or amendment
thereto, with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and
(3) Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned, as Trustee, hereby grants to such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is either of the Companies assuming, any of
the undersigned's responsibilities to comply with Sections 13 or 16 of the 1934
Act or the rules thereunder.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5, Schedules 13D or
Schedules 13G, or any amendments thereto, with respect to the undersigned's
holdings of and transactions in securities issued by either of the Companies,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
The undersigned hereby revokes all powers of attorney which he has
heretofore granted regarding the subject matter hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of February 2003.
Susan Y. Kim Trust of 1986 for the
benefit of Alexandra Panichello
By: /s/ Susan Y. Kim
----------------
Name: Susan Y. Kim
Title: Trustee
ACKNOWLEDGMENT
I, Memma S. Kilgannon, have read the attached power of attorney and am the
person identified as the agent for the principal. I hereby acknowledge that in
the absence of a specific provision to the contrary in the power of attorney or
in 20 Pa.C.S. when I act as agent:
I shall exercise the powers for the benefit of the principal.
I shall keep the assets of the principal separate from my assets.
I shall exercise reasonable caution and prudence.
I shall keep a full and accurate record of all actions, receipts, and
disbursements on behalf of the principal.
Date: February 13, 2003
/s/ Memma S. Kilgannon
----------------------
Memma S. Kilgannon
NOTICE
THE PURPOSE OF THIS POWER OF ATTORNEY IS TO GIVE THE PERSON YOU DESIGNATE
(YOUR "AGENT") BROAD POWERS TO ACT ON YOUR BEHALF WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION"), WHICH MAY INCLUDE, BUT ARE NOT LIMITED
TO, POWERS TO FILE FORMS 3, 4, AND 5, AND ANY AMENDMENTS THERETO, OR SCHEDULES
13D OR SCHEDULES 13G, AND ANY AMENDMENTS THERETO IN ACCORDANCE WITH THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, AND TO PERFORM ANY AND ALL ACTS
THE AGENT DEEMS NECESSARY TO ENABLE THE UNDERSIGNED PERSON TO COMPLY WITH THE
APPLICABLE LAWS OF THE UNITED STATES WITHOUT ADVANCE NOTICE TO YOU OR APPROVAL
BY YOU.
THIS POWER OF ATTORNEY DOES NOT IMPOSE A DUTY ON YOUR AGENT TO EXERCISE
GRANTED POWERS, BUT WHEN POWERS ARE EXERCISED, YOUR AGENT MUST USE DUE CARE TO
ACT FOR YOUR BENEFIT AND IN ACCORDANCE WITH THIS POWER OF ATTORNEY.
YOUR AGENT MAY EXERCISE THE POWERS GIVEN HERE THROUGHOUT YOUR LIFETIME,
EVEN AFTER YOU BECOME INCAPACITATED, UNLESS YOU EXPRESSLY LIMIT THE DURATION OF
THESE POWERS OR YOU REVOKE THESE POWERS OR A COURT ACTING ON YOUR BEHALF
TERMINATES YOUR AGENT'S AUTHORITY.
YOUR AGENT MUST KEEP YOUR FUNDS SEPARATE FROM YOUR AGENT'S FUNDS.
A COURT CAN TAKE AWAY THE POWERS OF YOUR AGENT IF IT FINDS YOUR AGENT IS
NOT ACTING PROPERLY.
THE POWERS AND DUTIES OF AN AGENT UNDER A POWER OF ATTORNEY ARE EXPLAINED
MORE FULLY IN 20 PA.C.S. CH. 56.
IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD
ASK A LAWYER OF YOUR OWN CHOOSING TO EXPLAIN IT TO YOU.
I HAVE READ OR HAD EXPLAINED TO ME THIS NOTICE AND I UNDERSTAND ITS
CONTENTS.
NAME DATE
Trust of Susan Y. Kim dated 4/16/98
for the benefit of Jacqueline Panichello
By: /s/ Susan Y. Kim February 13, 2003
----------------
Name: Susan Y. Kim
Title: Trustee
POWER OF ATTORNEY
Know all by these presents, that Susan Y. Kim, as Trustee of the Susan Y.
Kim Trust of 1986 for the benefit of Jacqueline Panichello, hereby constitutes
and appoints Memma S. Kilgannon the true and lawful attorney-in-fact and agent
of the Susan Y. Kim Trust of 1986 for the benefit of Jacqueline Panichello with
authority to:
(1) Execute for and on behalf of the Susan Y. Kim Trust of 1986 for the
benefit of Jacqueline Panichello as the beneficial owner (as defined
in Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and the rules thereunder) of more than five percent
or ten percent of one or more of the classes of equity securities
issued by Electronics Boutique Holdings Corp. or Amkor Technology,
Inc. (the "Companies"), Forms 3, 4, and 5, and any amendments thereto,
in accordance with Section 16(a) of the 1934 Act and the rules
thereunder or Schedules 13D or Schedules 13G, and any amendments
thereto, in accordance with Section 13(d) and 13(g) of the 1934 Act
and the rules thereunder;
(2) Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, and 5 and Schedule 13D and Schedule 13G, and any amendments
thereto and to timely file such form or schedule, or amendment
thereto, with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and
(3) Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned, as Trustee, hereby grants to such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is either of the Companies assuming, any of
the undersigned's responsibilities to comply with Sections 13 or 16 of the 1934
Act or the rules thereunder.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5, Schedules 13D or
Schedules 13G, or any amendments thereto, with respect to the undersigned's
holdings of and transactions in securities issued by either of the Companies,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
The undersigned hereby revokes all powers of attorney which he has
heretofore granted regarding the subject matter hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of February 2003.
Susan Y. Kim Trust of 1986 for the
benefit of Jacqueline Panichello
By: /s/ Susan Y. Kim
----------------
Name: Susan Y. Kim
Title: Trustee
ACKNOWLEDGMENT
I, Memma S. Kilgannon, have read the attached power of attorney and am the
person identified as the agent for the principal. I hereby acknowledge that in
the absence of a specific provision to the contrary in the power of attorney or
in 20 Pa.C.S. when I act as agent:
I shall exercise the powers for the benefit of the principal.
I shall keep the assets of the principal separate from my assets.
I shall exercise reasonable caution and prudence.
I shall keep a full and accurate record of all actions, receipts, and
disbursements on behalf of the principal.
Date: February 13, 2003
/s/ Memma S. Kilgannon
------------------
Memma S. Kilgannon
NOTICE
THE PURPOSE OF THIS POWER OF ATTORNEY IS TO GIVE THE PERSON YOU DESIGNATE
(YOUR "AGENT") BROAD POWERS TO ACT ON YOUR BEHALF WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION"), WHICH MAY INCLUDE, BUT ARE NOT LIMITED
TO, POWERS TO FILE FORMS 3, 4, AND 5, AND ANY AMENDMENTS THERETO, OR SCHEDULES
13D OR SCHEDULES 13G, AND ANY AMENDMENTS THERETO IN ACCORDANCE WITH THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, AND TO PERFORM ANY AND ALL ACTS
THE AGENT DEEMS NECESSARY TO ENABLE THE UNDERSIGNED PERSON TO COMPLY WITH THE
APPLICABLE LAWS OF THE UNITED STATES WITHOUT ADVANCE NOTICE TO YOU OR APPROVAL
BY YOU.
THIS POWER OF ATTORNEY DOES NOT IMPOSE A DUTY ON YOUR AGENT TO EXERCISE
GRANTED POWERS, BUT WHEN POWERS ARE EXERCISED, YOUR AGENT MUST USE DUE CARE TO
ACT FOR YOUR BENEFIT AND IN ACCORDANCE WITH THIS POWER OF ATTORNEY.
YOUR AGENT MAY EXERCISE THE POWERS GIVEN HERE THROUGHOUT YOUR LIFETIME,
EVEN AFTER YOU BECOME INCAPACITATED, UNLESS YOU EXPRESSLY LIMIT THE DURATION OF
THESE POWERS OR YOU REVOKE THESE POWERS OR A COURT ACTING ON YOUR BEHALF
TERMINATES YOUR AGENT'S AUTHORITY.
YOUR AGENT MUST KEEP YOUR FUNDS SEPARATE FROM YOUR AGENT'S FUNDS.
A COURT CAN TAKE AWAY THE POWERS OF YOUR AGENT IF IT FINDS YOUR AGENT IS
NOT ACTING PROPERLY.
THE POWERS AND DUTIES OF AN AGENT UNDER A POWER OF ATTORNEY ARE EXPLAINED
MORE FULLY IN 20 PA.C.S. CH. 56.
IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD
ASK A LAWYER OF YOUR OWN CHOOSING TO EXPLAIN IT TO YOU.
I HAVE READ OR HAD EXPLAINED TO ME THIS NOTICE AND I UNDERSTAND ITS
CONTENTS.
NAME DATE
Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Dylan Panichello
By: /s/ Susan Y. Kim February 13, 2003
----------------
Name: Susan Y. Kim
Title: Trustee
POWER OF ATTORNEY
Know all by these presents, that Susan Y. Kim, as Trustee of the Susan Y.
Kim Trust of 1986 for the benefit of Dylan Panichello, hereby constitutes and
appoints Memma S. Kilgannon the true and lawful attorney-in-fact and agent of
the Susan Y. Kim Trust of 1986 for the benefit of Dylan Panichello with
authority to:
(1) Execute for and on behalf of the Susan Y. Kim Trust of 1986 for the
benefit of Dylan Panichello as the beneficial owner (as defined in
Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), and the rules thereunder) of more than five percent or
ten percent of one or more of the classes of equity securities issued
by Electronics Boutique Holdings Corp. or Amkor Technology, Inc. (the
"Companies"), Forms 3, 4, and 5, and any amendments thereto, in
accordance with Section 16(a) of the 1934 Act and the rules thereunder
or Schedules 13D or Schedules 13G, and any amendments thereto, in
accordance with Section 13(d) and 13(g) of the 1934 Act and the rules
thereunder;
(2) Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, and 5 and Schedule 13D and Schedule 13G, and any amendments
thereto and to timely file such form or schedule, or amendment
thereto, with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and
(3) Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned, as Trustee, hereby grants to such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is either of the Companies assuming, any of
the undersigned's responsibilities to comply with Sections 13 or 16 of the 1934
Act or the rules thereunder.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5, Schedules 13D or
Schedules 13G, or any amendments thereto, with respect to the undersigned's
holdings of and transactions in securities issued by either of the Companies,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
The undersigned hereby revokes all powers of attorney which he has
heretofore granted regarding the subject matter hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of February 2003.
Susan Y. Kim Trust of 1986 for the
benefit of Dylan Panichello
By: /s/ Susan Y. Kim
----------------
Name: Susan Y. Kim
Title: Trustee
ACKNOWLEDGMENT
I, Memma S. Kilgannon, have read the attached power of attorney and am the
person identified as the agent for the principal. I hereby acknowledge that in
the absence of a specific provision to the contrary in the power of attorney or
in 20 Pa.C.S. when I act as agent:
I shall exercise the powers for the benefit of the principal.
I shall keep the assets of the principal separate from my assets.
I shall exercise reasonable caution and prudence.
I shall keep a full and accurate record of all actions, receipts, and
disbursements on behalf of the principal.
Date: February 13, 2003
/s/ Memma S. Kilgannon
----------------------
Memma S. Kilgannon
NOTICE
THE PURPOSE OF THIS POWER OF ATTORNEY IS TO GIVE THE PERSON YOU DESIGNATE
(YOUR "AGENT") BROAD POWERS TO ACT ON YOUR BEHALF WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION"), WHICH MAY INCLUDE, BUT ARE NOT LIMITED
TO, POWERS TO FILE FORMS 3, 4, AND 5, AND ANY AMENDMENTS THERETO, OR SCHEDULES
13D OR SCHEDULES 13G, AND ANY AMENDMENTS THERETO IN ACCORDANCE WITH THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, AND TO PERFORM ANY AND ALL ACTS
THE AGENT DEEMS NECESSARY TO ENABLE THE UNDERSIGNED PERSON TO COMPLY WITH THE
APPLICABLE LAWS OF THE UNITED STATES WITHOUT ADVANCE NOTICE TO YOU OR APPROVAL
BY YOU.
THIS POWER OF ATTORNEY DOES NOT IMPOSE A DUTY ON YOUR AGENT TO EXERCISE
GRANTED POWERS, BUT WHEN POWERS ARE EXERCISED, YOUR AGENT MUST USE DUE CARE TO
ACT FOR YOUR BENEFIT AND IN ACCORDANCE WITH THIS POWER OF ATTORNEY.
YOUR AGENT MAY EXERCISE THE POWERS GIVEN HERE THROUGHOUT YOUR LIFETIME,
EVEN AFTER YOU BECOME INCAPACITATED, UNLESS YOU EXPRESSLY LIMIT THE DURATION OF
THESE POWERS OR YOU REVOKE THESE POWERS OR A COURT ACTING ON YOUR BEHALF
TERMINATES YOUR AGENT'S AUTHORITY.
YOUR AGENT MUST KEEP YOUR FUNDS SEPARATE FROM YOUR AGENT'S FUNDS.
A COURT CAN TAKE AWAY THE POWERS OF YOUR AGENT IF IT FINDS YOUR AGENT IS
NOT ACTING PROPERLY.
THE POWERS AND DUTIES OF AN AGENT UNDER A POWER OF ATTORNEY ARE EXPLAINED
MORE FULLY IN 20 PA.C.S. CH. 56.
IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD
ASK A LAWYER OF YOUR OWN CHOOSING TO EXPLAIN IT
TO YOU.
I HAVE READ OR HAD EXPLAINED TO ME THIS NOTICE AND I UNDERSTAND ITS
CONTENTS.
NAME DATE
The James and Agnes Kim Foundation, Inc.
By: /s/ Susan Y. Kim February 13, 2003
Name: Susan Y. Kim
Title: Secretary
POWER OF ATTORNEY
Know all by these presents, that Susan Y. Kim, as Secretary of The James
and Agnes Kim Foundation, Inc., hereby constitutes and appoints Memma S.
Kilgannon the true and lawful attorney-in-fact and agent of The James and Agnes
Kim Foundation, Inc. with authority to:
(1) Execute for and on behalf of The James and Agnes Kim Foundation, Inc.
as the beneficial owner (as defined in Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the rules
thereunder) of more than five percent or ten percent of one or more of
the classes of equity securities issued by Electronics Boutique
Holdings Corp. (the "Company"), Forms 3, 4, and 5, and any amendments
thereto, in accordance with Section 16(a) of the 1934 Act and the
rules thereunder or Schedules 13D or Schedules 13G, and any amendments
thereto, in accordance with Section 13(d) and 13(g) of the 1934 Act
and the rules thereunder;
(2) Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, and 5 and Schedule 13D and Schedule 13G, and any amendments
thereto and to timely file such form or schedule, or amendment
thereto, with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and
(3) Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned, as Secretary, hereby grants to such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Sections 13 or 16 of the 1934 Act
or the rules thereunder.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5, Schedules 13D or
Schedules 13G, or any amendments thereto, with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
The undersigned hereby revokes all powers of attorney which he has
heretofore granted regarding the subject matter hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of February 2003.
The James and Agnes Kim Foundation, Inc.
By: /s/ Susan Y. Kim
Name: Susan Y. Kim
Title: Secretary
ACKNOWLEDGMENT
I, Memma S. Kilgannon, have read the attached power of attorney and am the
person identified as the agent for the principal. I hereby acknowledge that in
the absence of a specific provision to the contrary in the power of attorney or
in 20 Pa.C.S. when I act as agent:
I shall exercise the powers for the benefit of the principal.
I shall keep the assets of the principal separate from my assets.
I shall exercise reasonable caution and prudence.
I shall keep a full and accurate record of all actions, receipts, and
disbursements on behalf of the principal.
Date: February 13, 2003
/s/ Memma S. Kilgannon
Memma S. Kilgannon