-----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, NxV2oesMwsUSta4SwyW8Gh39shpxFcAAM9fTHrstPpJ9xs9U6Ze9BG9wMViOZOnH hmOWCZ5SnV34RCKjLBp7TQ== 0000903423-06-001228.txt : 20061114 0000903423-06-001228.hdr.sgml : 20061114 20061114162745 ACCESSION NUMBER: 0000903423-06-001228 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061114 GROUP MEMBERS: GEI CAPITAL III, LLC 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: LGP 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, LLC GROUP MEMBERS: TCW/CRESCENT MEZZANINE PARTNERS III NETHERLANDS, L.P. 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 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: 005-52339 FILM NUMBER: 061215609 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 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 SC 13D/A 1 tpgwafermemb-13da11_1113.htm

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
		OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response.....14.5

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

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)

Clive D. Bode

Texas Pacific Group

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

(817) 871-4000

Cody L. Franklin

Leonard Green & Partners, L.P.

11111 Santa Monica Boulevard, Suite 2000

Los Angeles, CA 90025

(310) 954-0438

Linda D. Barker

The TCW Group, Inc.

865 S. Figueroa Street, Suite 1800

Los Angeles, CA 90017

(213) 244-0000

With copies to:

Paul J. Shim, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000

Howard A. Sobel, Esq.

Latham & Watkins LLP

885 Third Avenue,
Suite 1000

New York, NY 10022

(212) 906-1200

Jennifer Bellah Maguire, Esq.

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, CA 90071

(213) 229-7000

Richard A. Boehmer, Esq.

O’Melveny & Myers LLP

400 South Hope Street
Los Angeles, California 90071

(213) 430-6000

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

November 7, 2006

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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 (3-06)

Page 1 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 2 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TPG Wafer Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* 00 – Contributions of Partners of Affiliates
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* OO (Limited Liability Company)

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 3 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 3 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TPG Wafer Partners LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* 00 – Contributions of Partners of Affiliates
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* OO (Limited Liability Company)

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 4 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 4 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TPG Advisors III, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 5 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 5 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON T³ Advisors, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 6 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 6 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON T³ Advisors II, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 7 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 7 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Green Equity Investors III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO – Contribution of Partners
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 8 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 8 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Green Equity Investors Side III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO – Contribution of Partners
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 9 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 9 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GEI Capital III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* OO - Limited Liability Company

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 10 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 10 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LGP Management, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 12 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 11 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Leonard Green & Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 13 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 12 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW/Crescent Mezzanine Partners III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 14 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 13 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW/Crescent Mezzanine Trust III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* OO (Trust)

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 16 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 14 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The TCW Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not Applicable.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* HC, CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 17 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 15 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW Asset Management Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not Applicable.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* HC, CO, IA

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 18 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 16 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW/Crescent Mezzanine III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not Applicable.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* OO (Limited Liability Company)

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 19 of 24

SCHEDULE 13D

CUSIP No. 552715-10-4

Page 17 of 24 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW/Crescent Mezzanine Partners III Netherlands, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING		8	SHARED VOTING POWER 36,653,802 (See Items 4 and 5.)
PERSON WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 36,653,802 (See Items 4 and 5.)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,653,802 (See Items 4 and 5.)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% (See Items 4 and 5.)
14	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Page 20 of 24

This Amendment No. 11 (this “Amendment”) supplements Item 4 and amends and restates Item 5 of the Schedule 13D (the “Schedule”) filed on November 23, 2001, as amended by Amendment No. 1 filed on January 31, 2002, Amendment No. 2 filed on August 9, 2002, Amendment No. 3 filed on September 30, 2002, Amendment No. 4 filed on May 22, 2003, Amendment No. 5 filed on June 3, 2003, Amendment No. 6 filed on September 19, 2003, Amendment No. 7 filed on February 17, 2004, Amendment No. 8 filed on January 5, 2005, Amendment No. 9 filed on February 25, 2005 and Amendment No. 10 filed on August 23, 2006 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.

Sale of Common Stock.

On November 7, 2006, TPG Wafer Holdings LLC (“Wafer Holdings”), TPG Wafer Partners LLC (“Wafer Partners”) and TPG Wafer Management LLC (“Wafer Management,” together with Wafer Holdings and Wafer Partners, the “Selling Stockholders”) sold an aggregate of 19,500,000 shares of Common Stock to UBS Financial Services Inc. (the “Sale”) pursuant to Rule 144 under the Securities Act of 1933, as amended. The price for the Sale was $35.05 per share. The Sale was settled on November 10, 2006.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

(a), (b) The Reporting Persons may be deemed to beneficially own, and have shared voting and dispositive power with respect to, up to 36,653,802 shares of Common Stock, representing in the aggregate approximately 16.5% of the outstanding shares of Common Stock of the Company. This percentage is calculated based on 222,312,290 shares of Common Stock outstanding as of October 31, 2006, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2006, and assumes the sale by the Selling Stockholders of 19,500,000 shares of Common Stock described above in Item 4 and the exercise in full of the 4,677,276 Warrants held in the aggregate by the members of Wafer Holdings.

Each of the Reporting Persons may be deemed to be part of one or more “groups” for purposes of Regulation 13D-G promulgated under the Securities Exchange Act of 1934, but disclaims that status.

(c) Except as described herein, no transactions in shares of Common Stock of the Company were effected during the past 60 days by the Reporting Persons and the TPG Controlling Persons or to the best of their knowledge, by any of the individuals identified in Item 2.

(d) Not applicable.

Page 21 of 24

(e) Not applicable.

Page 22 of 24

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: November 14, 2006

TPG WAFER HOLDINGS LLC

By: /s/ Clive D. Bode

Name: Clive D. Bode

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: November 14, 2006

TPG WAFER PARTNERS LLC

By: /s/ Clive D. Bode

Name: Clive D. Bode

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: November 14, 2006

TPG ADVISORS III, INC.

By: /s/ Clive D. Bode

Name: Clive D. Bode

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: November 14, 2006

T³ ADVISORS, INC.

By: /s/ Clive D. Bode

Name: Clive D. Bode

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: November 14, 2006

T³ ADVISORS II, INC.

By: /s/ Clive D. Bode

Name: Clive D. Bode

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: November 14, 2006

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, LLC is true, complete and correct.

Dated: November 14, 2006

GEI CAPITAL III, LLC

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: November 14, 2006

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: November 14, 2006

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: November 14, 2006

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: November 14, 2006

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

Dated: November 14, 2006

TCW/CRESCENT MEZZANINE PARTNERS 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: November 14, 2006

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: November 14, 2006

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: November 14, 2006

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: November 14, 2006

TCW/CRESCENT MEZZANINE III, LLC

By: /s/ Linda D. Barker

Name: Linda D. Barker

Title: Authorized Signatory

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