-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WdY9VSPrm8NJ23Chp3ZEtg6hVQU1biG9uZOMggM+PWcS2HcDP0wWYPudA540rKbn D5NsBdXioEdnMtNH1KmO7A== 0000903423-02-000596.txt : 20020930 0000903423-02-000596.hdr.sgml : 20020930 20020930140805 ACCESSION NUMBER: 0000903423-02-000596 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020930 GROUP MEMBERS: GEI CAPITAL III, L.L.C. GROUP MEMBERS: GREEN EQUITY INVESTORS III, L.P. GROUP MEMBERS: GREEN EQUITY INVESTORS SIDE III, L.P. GROUP MEMBERS: LEONARD GREEN & PARTNERS, L.P. GROUP MEMBERS: LPG MANAGEMENT, INC. GROUP MEMBERS: T3 ADVISORS II, INC. GROUP MEMBERS: T3 ADVISORS, INC. GROUP MEMBERS: TCW ASSET MANAGEMENT COMPANY GROUP MEMBERS: TCW/CRESCENT MEZZANINE III NETHERLANDS, L.P. GROUP MEMBERS: TCW/CRESCENT MEZZANINE III, LLC GROUP MEMBERS: TCW/CRESCENT MEZZANINE PARTNERS III, L.P. GROUP MEMBERS: TCW/CRESCENT MEZZANINE TRUST III GROUP MEMBERS: THE TCW GROUP, INC. GROUP MEMBERS: TPG ADVISORS III, INC. GROUP MEMBERS: TPG WAFER PARTNERS LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG WAFER HOLDINGS LLC CENTRAL INDEX KEY: 0001162601 IRS NUMBER: 752956882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STE 3300 CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178714000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEMC ELECTRONIC MATERIALS INC CENTRAL INDEX KEY: 0000945436 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 561505767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49318 FILM NUMBER: 02776146 BUSINESS ADDRESS: STREET 1: 501 PEARL DR CITY: ST PETERS STATE: MO ZIP: 63376 BUSINESS PHONE: 6364745000 MAIL ADDRESS: STREET 1: 501 PEARL DRIVE STREET 2: P. O. BOX 8 CITY: ST. PETERS STATE: M0 ZIP: 63376 SC 13D/A 1 tpg13da3_9-30.txt ----------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response.....14.90 ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* MEMC Electronic Materials, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 552715-10-4 ---------------------------------------------------------------------- (CUSIP Number) Richard A. Ekleberry James R. Gillette Linda D. Barker Texas Pacific Group Leonard Green & Partners, L.P. The TCW Group, Inc. 301 Commerce Street, 11111 Santa Monica Boulevard, 865 S. Figueroa Street, Suite 3300 Suite 2000 Suite 1800 Fort Worth, TX 76102 Los Angeles, CA 90025 Los Angeles, CA 90017 (817) 871-4000 (310) 954-0416 (213) 244-0000 With copies to: Paul J. Shim, Esq. Howard A. Sobel, Esq. Charles F. Niemeth Cleary, Gottlieb, Latham & Watkins O'Melveny & Myers LLP Steen & Hamilton 885 Third Avenue, 153 East 53rd Street One Liberty Plaza Suite 1000 New York, New York 10022 New York, New York 10006 New York, New York 10022 (212) 326-2000 (212) 225-2000 (212) 906-1200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 6, 2002 ---------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *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 ("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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1746 (3-00) This Amendment No. 3 (this "Amendment") supplements Item 4 of the Schedule 13D (the "Schedule") filed on November 21, 2001, as amended by Amendment No. 1 dated January 31, 2002 and Amendment No. 2 dated August 9, 2002, by the Reporting Persons with respect to the Common Stock of the Company. All capitalized terms used but not defined in this Amendment have the meanings ascribed to such terms in the Schedule. Item 4. Purpose of Transaction. ---------------------- Italian Credit Agreement Amendment. As previously reported, on November 13, 2001, Wafer Holdings and certain of its affiliates and E.ON AG and certain of its affiliates closed the transactions contemplated by the Purchase Agreement. In connection with those transactions, Wafer Partners acquired from the Sellers and retained a 55 million Euro debt obligation (the "Euro Obligation") issued by the Company's Italian subsidiary that had a maturity date of September 22, 2002. Pursuant to the Restructuring Agreement, the Company agreed to restructure the Euro Obligation on terms set forth in the Restructuring Agreement. The parties were unable to restructure the Euro Obligation on the original terms contemplated in the Restructuring Agreement. On September 6, 2002, the Company's Italian subsidiary and Wafer Partners amended the Euro Obligation, and the Company's Italian subsidiary issued a new promissory note evidencing such indebtedness (the "New Euro Obligation"). Under the New Euro Obligation, 35 million Euro was payable on or before September 25, 2002 (and such payment was made on September 25, 2002), and 20 million Euro will be payable on or before April 15, 2003. The New Euro Obligation is unsecured, guaranteed by the Company and bears interest at 8%. In connection with the foregoing amendment, TPG Partners, GEI and TCW Partners have agreed to provide the Company with a new $35 million secured revolving credit facility. The new $35 million revolving credit facility will have a five-year term, bear interest at LIBOR plus 10%, be secured by substantially the same collateral base that secures the Company's $150 million revolving credit facility with Citicorp USA, Inc. and UBS AG (the "Citibank Facility") and contain substantially the same covenants as the Citibank Facility. As a condition to any borrowings under the new $35 million revolving credit facility, the Company must have repaid the New Euro Obligation in full and must have borrowed in full all amounts available under the Citibank Facility. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to TPG Wafer Holdings LLC is true, complete and correct. Dated: September 30, 2002 TPG WAFER HOLDINGS LLC By: /s/ Richard A. Ekleberry ------------------------------- Name: Richard A. Ekleberry Title: Vice President After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to TPG Wafer Partners LLC is true, complete and correct. Dated: September 30, 2002 TPG WAFER PARTNERS LLC By: /s/ Richard A. Ekleberry ------------------------------- Name: Richard A. Ekleberry Title: Vice President After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to TPG Advisors III, Inc. is true, complete and correct. Dated: September 30, 2002 TPG ADVISORS III, INC. By: /s/ Richard A. Ekleberry ------------------------------- Name: Richard A. Ekleberry Title: Vice President After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to T3 Advisors, Inc. is true, complete and correct. Dated: September 30, 2002 T3 ADVISORS, INC. By: /s/ Richard A. Ekleberry ------------------------------- Name: Richard A. Ekleberry Title: Vice President After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to T3 Advisors II, Inc. is true, complete and correct. Dated: September 30, 2002 T3 ADVISORS II, INC. By: /s/ Richard A. Ekleberry ------------------------------- Name: Richard A. Ekleberry Title: Vice President After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to Green Equity Investors III, L.P. is true, complete and correct. Dated: September 30, 2002 GREEN EQUITY INVESTORS III, L.P. By: GEI Capital III, LLC, its General Partner By: /s/ John Danhakl ------------------------------- Name: John Danhakl Title: Manager After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to GEI Capital III, L.L.C. is true, complete and correct. Dated: September 30, 2002 GEI CAPITAL III, L.L.C. By: /s/ John Danhakl ------------------------------- Name: John Danhakl Title: Manager After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to LGP Management, Inc. is true, complete and correct. Dated: September 30, 2002 LGP MANAGEMENT, INC. By: /s/ John Danhakl ------------------------------- Name: John Danhakl Title: Vice President After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to Leonard Green & Partners, L.P., is true, complete and correct. Dated: September 30, 2002 LEONARD GREEN & PARTNERS, L.P. By: LGP Management, Inc., its General Partner By: /s/ John Danhakl ------------------------------- Name: John Danhakl Title: Vice President After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to Green Equity Investors Side III, L.P. is true, complete and correct. Dated: September 30, 2002 GREEN EQUITY INVESTORS SIDE III, L.P. By: GEI Capital III, LLC, its General Partner By: /s/ John Danhakl ------------------------------- Name: John Danhakl Title: Manager After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to TCW/Crescent Mezzanine Partners III, L.P. is true, complete and correct. Dated: September 30, 2002 TCW/CRESCENT MEZZANINE PARTNERS III, L.P. By: TCW/Crescent Mezzanine III, LLC, its general partner By: /s/ Linda D. Barker -------------------------------- Name: Linda D. Barker Title: Authorized Signatory After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to TCW/Crescent Mezzanine III Netherlands, L.P. is true, complete and correct. Dated: September 30, 2002 TCW/CRESCENT MEZZANINE III NETHERLANDS, L.P. By: TCW/Crescent Mezzanine III, LLC, its general partner By: /s/ Linda D. Barker -------------------------------- Name: Linda D. Barker Title: Authorized Signatory After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to TCW/Crescent Mezzanine Trust III is true, complete and correct. Dated: September 30, 2002 TCW/CRESCENT MEZZANINE TRUST III By: TCW/Crescent Mezzanine III, LLC, its managing owner By: /s/ Linda D. Barker -------------------------------- Name: Linda D. Barker Title: Authorized Signatory After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to The TCW Group, Inc. is true, complete and correct. Dated: September 30, 2002 THE TCW GROUP, INC. By: /s/ Linda D. Barker -------------------------------- Name: Linda D. Barker Title: Authorized Signatory After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to TCW Asset Management Company is true, complete and correct. Dated: September 30, 2002 TCW ASSET MANAGEMENT COMPANY By: /s/ Linda D. Barker -------------------------------- Name: Linda D. Barker Title: Authorized Signatory After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to TCW/Crescent Mezzanine III, LLC is true, complete and correct. Dated: September 30, 2002 TCW/CRESCENT MEZZANINE III, LLC By: /s/ Linda D. Barker -------------------------------- Name: Linda D. Barker Title: Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----