1934 Act Registration No. 1-15128
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Dated December 15, 2004
For the month of November 2004
United Microelectronics Corporation
(Translation of Registrants Name into English)
No. 3 Li Hsin Road II
Science Park
Hsinchu, Taiwan, R.O.C.
(Address of Principal Executive Office)
(Indicate by check mark whether the registrant files or will file annual reports under cover of form 20-F or Form 40-F.)
Form 20-F X Form 40-F
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No X
(If Yes is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable )
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
United Microelectronics Corporation | ||||
Date: 12/16/2004 |
By |
/s/ Stan Hung | ||
Stan Hung | ||||
Chief Financial Officer |
www.umc.com |
Exhibit
Exhibit |
Description | |
99.1 | Announcement on November 22, 2004: To announce related materials on acquisition of UMCi Ltd. securities | |
99.2 | Announcement on November 25, 2004: Announcement of financial information on corporate bonds | |
99.3 | Announcement on December 7, 2004: November Sales | |
99.4 | Announcement on December 8, 2004: To announce related materials on disposal of MediaTek Incorporation securities | |
99.5 | Announcement on December 14, 2004: To announce related materials on acquisition of machinery and equipment | |
99.6 | Announcement on December 15, 2004: Represent subsidiary Company UMCi Ltd to announce information on acquisition of equipment | |
99.7 | Announcement on December 15, 2004: 1) the trading and pledge of UMC common shares by directors, supervisors, executive officers and 10% shareholders of UMC 2) the acquisition and disposition of assets by UMC |
Exhibit 99.1
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To announce related materials on acquisition of UMCi Ltd. securities
1. | Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g. dividend yield): Common shares of UMCi Ltd. |
2. | Date of occurrence of the event: 2004/11/22 |
3. | Volume, unit price, and total monetary amount of the transaction: trading volume: 47,938,027 shares; average unit price: $1.8 USD; total amount: $86,288,448.6 USD, approximately $2,857,010,533 NTD |
4. | Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): All the UMCis shareholders |
5. | Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition: Not applicable |
6. | Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the persons relationship to the company at those times: Not applicable |
7. | Matters related to the creditors rights currently being disposed of (including types of collateral of the disposed creditors rights; if the creditors rights are creditors rights toward a related person, the name of the related person and the book amount of the creditors rights toward such related person currently being disposed of must also be announced): Not applicable |
8. | Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained): Not applicable |
9. | Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations: One time payment of $86,288,448.6 USD |
10. | The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department: The acquisition of current outstanding shares; Price negotiation; Decision made by the Chairman and Presidents office |
11. | Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g. pledges): cumulative volume: 880,006,287 shares; amount: $30,026,970,840 NTD; percentage of holdings: 100% |
12. | Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholders equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement: ratio of total assets:24.57%; ratio of shareholders equity: 33.87%; the operational capital as shown in the most recent financial statement: $87,822,636 thousand NTD |
13. | Broker and brokers fee: Not applicable |
14. | Concrete purpose or use of the acquisition or disposition: Long-term Investment |
15. | Net worth per share of company underlying securities acquired or disposed of: Not applicable |
16. | Do the directors have any objection to the present transaction? No |
17. | Has the CPA issued an opinion on the unreasonableness of the price of the current transaction? No |
18. | Any other matters that need to be specified: None |
Exhibit 99.2
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Announcement of financial information on corporate bonds
1. | Date of occurrence of the event: 2004/11/25 |
2. | Cause of occurrence: Required disclosure by the Taiwan Stock Exchange |
3. | Countermeasures: None |
4. | Any other matters that need to be specified: |
(1) | Basic information of corporate bonds |
1. | First Secured Corporate Bonds in 2000 |
Issue date: 2000/4/27 |
Repurchase date: none |
Maturity date: 2005/4/27 |
Principal payable: NTD 0.57 billion |
2. | First Unsecured Corporate Bonds in 2001 |
Issue date: 2001/4/16~4/27 |
Repurchase date: none |
Maturity date: 1A 2006/4/16~4/27; 1B 2008/4/16~4/27 |
Principal payable: NTD 12.75 billion |
3. | Second Unsecured Corporate Bonds in 2001 |
Issue date: 2001/10/2~10/15 |
Repurchase date: none |
Maturity date: 2A 2004/10/2~10/15; 2B 2006/10/2~10/15 |
Principal payable: NTD 5 billion |
4. | Zero Coupon Exchangeable Bonds Due 2007 |
Issue date: 2002/5/10 |
Repurchase date: 2005/2/10 |
Maturity date: 2007/5/10 |
Principal payable: NTD 3.39 billion |
5. | Third Secured Corporate Bonds in 2003 |
Issue date: 2003/5/21~6/24 |
Repurchase date: none |
Maturity date: 3A 2008/5/21~6/24; 3B 2010/5/21~6/24 |
Principal payable: NTD 15 billion |
(2) | Source of Principal Payment: Operating Income |
(3) | Financial Structure |
1. | Debt asset ratio: 19.62% |
2. | Long-term funds/Fixed assets: 219.62% |
(4) | Liability Ratio |
1. | Current ratio: 447.82% |
2. | Quick ratio: 396.23% |
(5) | Liquidity Asset |
1. | Unrestricted cash and cash equivalence: NTD 81 billion |
2. | Unrestricted short-term investment: NTD 3.08 billion |
3. | Marketable long-term investment: NTD 25.49 billion |
(6) | Short-Term Loans: none |
(7) | Long-Term Liability due within 1 year: NTD 2.82 billion |
Exhibit 99.3
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United Microelectronics Corporation
December 7, 2004
This is to report the changes or status of 1) Sales volume 2) Funds lent to other parties 3) Endorsements and guarantees 4) Financial derivative transactions for the period of November 2004
1) Sales volume (NT$ Thousand)
Period |
Items |
2004 |
2003 |
Changes |
% |
||||||
November |
Invoice amount | 8,644,094 | 7,633,833 | 1,010,261 | 13.23 | % | |||||
2004 |
Invoice amount | 110,629,685 | 78,723,443 | 31,906,242 | 40.53 | % | |||||
November |
Net sales | 9,280,783 | 7,701,531 | 1,579,252 | 20.51 | % | |||||
2004 |
Net sales | 108,428,066 | 76,509,754 | 31,918,312 | 41.72 | % |
2) Funds lent to other parties (NT$ Thousand)
Balance as of period end |
||||||
This Month |
Last Month |
Limit of lending | ||||
UMC |
0 | 0 | 35,495,688 | |||
UMCs subsidiaries |
22,155 | 23,039 | 565,680 |
3) | Endorsements and guarantees (NT$ Thousand) |
Change in This Month |
Balance as of period end |
Limit of endorsements | ||||
UMC |
0 | 0 | 70,991,375 | |||
UMCs subsidiaries |
-175,740 | 0 | 8,054,240 | |||
UMC endorses for subsidiaries |
0 | 0 | ||||
UMCs subsidiaries endorse for UMC |
0 | 0 | ||||
UMC endorses for PRC companies |
0 | 0 | ||||
UMCs subsidiaries endorse for PRC companies |
0 | 0 |
4) Financial derivatives transactions
a-1 Hedging purpose (for assets/liabilities denominated in foreign currencies)
Underlying assets / liabilities |
N/A | |
Financial instruments |
||
Realized profit (loss) |
a-2 Hedging purpose (for the position of floating rate liabilities) NT$ million
Underlying assets / liabilities |
15,000 | |
Financial instruments |
Interest rate swap | |
Mark to market value |
-436 |
b Trading purpose : None
Exhibit 99.4
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To announce related materials on disposal of MediaTek Incorporation securities
1. | Name of the securities: Common shares of MediaTek Incorporation |
2. | Trading date: 2004/10/19~2004/12/0 |
3. | Trading volume, unit price, and total monetary amount of the transaction: trading volume: 1,358,000 shares; average unit price: $221.58 NTD; total amount: $300,906,000 NTD |
4. | Gain (or loss) (not applicable in case of acquisition of securities): $ 283,909,868 NTD |
5. | Relationship with the underlying company of the trade: MediaTek Incorporation, investee company under cost method |
6. | Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g. pledges): cumulative volume: 77,597,520 shares; amount: 971,176,285 NTD; percentage of holdings: 10.09%; status of restriction of rights: No |
7. | Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholders equity as shown in the most recent financial statement and the operational capital as shown in the most recent financial statement: ratio of total assets: 24.47 %; ratio of shareholders equity: 33.73 %; the operational capital as shown in the most recent financial statement: $87,822,636 thousand NTD |
8. | Concrete purpose/objective of the acquisition or disposal: Financing operation |
9. | Do the directors have any objections to the present transaction? None |
10. | Any other matters that need to be specified: None |
Exhibit 99.5
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To announce related materials on acquisition of machinery and equipment
1. | Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District, Taichung City): Machinery and equipment |
2. | Date of the occurrence of the event: 2004/12/13 |
3. | Transaction volume (e.g. XX square meters, equivalent to XX ping), unit price, total transaction price: Transaction volume: 1; average unit price: $856,335,900 NTD; total transaction price: $856,335,900 NTD |
4. | Counterparty to the trade and its relationship with the company (if the trading counterpart is a natural person and is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): ASML HONG KONG LTD. C/O; non-related party transaction |
5. | Where the counterpart to the trade is an actual related party, a public announcement shall also include the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer and the date of acquisition: Not applicable |
6. | Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the persons relationship to the company at those times: Not applicable |
7. | Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained): Not applicable |
8. | Terms of delivery or payment (including payment period and monetary amount): 1) 90% paid upon shipment; 10% paid after acceptance 2) 100% paid after acceptance |
9. | The manner of deciding on this transaction (such as tender invitation, price comparison, or price negotiation), the reference basis for the decision on price and the decision-making department: transaction: price negotiation; the reference basis for the decision on price: market price. The decision-making department: the Selection Meeting |
10. | Name of the professional appraisal institution and its appraisal amount: Not applicable |
11. | Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA: Not applicable |
12. | Is the appraisal report price a limited price or specific price? Not applicable |
13. | Has an appraisal report not yet been obtained? Not applicable |
14. | Reason an appraisal report has not yet been obtained: Not applicable |
15. | Broker and brokers fee: Not applicable |
16. | Concrete purpose or use of the acquisition or disposition: To produce integrated circuits |
17. | Do the directors have any objection to the present transaction? No |
18. | Any other matters that need to be specified: None |
Exhibit 99.6
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Represent subsidiary Company UMCi Ltd to announce information on acquisition of equipment
1. | Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District, Taichung City): Machinery and equipment |
2. | Date of the occurrence of the event: 2004/12/14 |
3. | Transaction volume (e.g. XX square meters, equivalent to XX ping), unit price, total transaction price: Transaction volume: 1; average unit price: $674,403,800 NTD; total transaction price: $674,403,800 NTD |
4. | Counterparty to the trade and its relationship with the company (if the trading counterpart is a natural person and is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): ASML HONG KONG LTD. C/O ASML MACAU COMMERCIAL OFFSHORE LTD.; non-related party transaction |
5. | Where the counterpart to the trade is an actual related party, a public announcement shall also include the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer and the date of acquisition: Not applicable |
6. | Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the persons relationship to the company at those times: Not applicable |
7. | Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained): Not applicable |
8. | Terms of delivery or payment (including payment period and monetary amount): 1) 90% paid upon shipment; 10% paid after acceptance. 2) 100% paid after acceptance. |
9. | The manner of deciding on this transaction (such as tender invitation, price comparison, or price negotiation), the reference basis for the decision on price and the decision-making department: transaction: price negotiation; the reference basis for the decision on price: market price. The decision-making department: the Selection Meeting |
10. | Name of the professional appraisal institution and its appraisal amount: Not applicable |
11. | Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA: Not applicable |
12. | Is the appraisal report price a limited price or specific price? Not applicable |
13. | Has an appraisal report not yet been obtained? Not applicable |
14. | Reason an appraisal report has not yet been obtained: Not applicable |
15. | Broker and brokers fee: Not applicable |
16. | Concrete purpose or use of the acquisition or disposition: To produce integrated circuits |
17. | Do the directors have any objection to the present transaction? No |
18. | Any other matters that need to be specified: None |
Exhibit 99.7
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United Microelectronics Corporation
For the month of November, 2004
This is to report 1) the trading of directors, supervisors, executive officers and 10% shareholders of United Microelectronics Corporation (UMC) (NYSE: UMC) 2) the pledge and clear of pledge of UMC common shares by directors, supervisors, executive officers and 10% shareholders of UMC 3) the acquisition assets by UMC 4) the disposition of assets by UMC for the month of November, 2004
1) The trading of directors, supervisors, executive officers and 10% shareholders
Title |
Name |
Number of shares October 31, 2004 |
Number of shares November 30, 2004 |
Changes |
|||||
Director |
Hong-Jen Wu | 34,753,501 | 34,603,501 | (150,000 | ) | ||||
Supervisor |
Tzyy-Jang Tseng | 18,374,959 | 18,347,959 | (27,000 | ) | ||||
Supervisor1 |
Chiao Tung Bank | 222,724,880 | 112,724,880 | (110,000,000 | ) | ||||
Vice President |
Henry Liu | 11,034,148 | 10,894,148 | (140,000 | ) | ||||
Vice President |
Nick Nee | 4,690,306 | 4,490,306 | (200,000 | ) | ||||
Vice President |
Tai-Sheng Feng | 1,414,866 | 1,294,866 | (120,000 | ) | ||||
Vice President2 |
Shih-Wei Sun | 12,097,683 | 12,050,064 | (47,619 | ) |
Note 1: The disposal was in the form of issuing 22,000,000 shares of ADSs.
Note 2: Shares were transferred to Suns infants.
2) | The pledge and clear of pledge of UMC common shares by directors, supervisors, executive officers and 10% shareholders : |
Title |
Name |
Number of shares pledge as of October 31, 2004 |
Number of shares pledge as of November 30, 2004 |
Changes | ||||
|
| | | |
3) The acquisition assets (NT$ Thousand)
Description of assets |
November |
2004 | ||
Semiconductor Manufacturing Equipment |
4,669,992 | 47,365,341 | ||
Fixed assets |
14,723 | 236,189 |
4) The disposition of assets (NT$ Thousand)
Description of assets |
November |
2004 | ||
Semiconductor Manufacturing Equipment |
143 | 253,675 | ||
Fixed assets |
0 | 16,629 |