-----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, FJe4XCaGQsxyr771Yd/8TM1wurP/tZMvhpuqcnF0Kj5EBdtiU+njwTL9LXH2imWY eplj2KzXu8vv3NkSQEfdrg== 0000903423-03-000780.txt : 20030919 0000903423-03-000780.hdr.sgml : 20030919 20030919163950 ACCESSION NUMBER: 0000903423-03-000780 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030919 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: LGP MANAGEMENT, L.P. 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: 03902952 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 tpgwafer13da6_0919.txt ------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.....11 ------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* 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, Suite 3300 11111 Santa Monica Boulevard, Suite 2000 865 S. Figueroa Street, 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: Howard A. Sobel, Esq. Paul J. Shim, Esq. Latham & Watkins Jennifer Bellah Maguire, Esq. Charles F. Niemeth Cleary, Gottlieb, Steen & Hamilton 885 Third Avenue, Gibson, Dunn & Crutcher LLP O'Melveny & Myers LLP One Liberty Plaza Suite 1000 333 South Grand Avenue 153 East 53rd Street New York, NY 10006 New York, NY 10022 Los Angeles, CA 90071 New York, NY 10022 (212) 225-2000 (212) 906-1200 (213) 229-7000 (212) 326-2000 - -------------------------------------------------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 19, 2003 - -------------------------------------------------------------------------------- (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 (11-02) SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION California 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 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) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. SCHEDULE 13D CUSIP No. 552715-10-4 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW/Crescent Mezzanine III Netherlands, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (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) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 175,943,193 (See Items 4 and 5.) EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 175,943,193 (See Items 4 and 5.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,943,193 (See Items 4 and 5.) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.9% (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. This Amendment No. 6 (this "Amendment") supplements Items 4 and 7 and amends and restates Item 5 of the Schedule 13D (the "Schedule") filed on November 21, 2001, as amended by Amendment No. 1 dated January 31, 2002, Amendment No. 2 dated August 9, 2002, Amendment No. 3 dated September 30, 2002, Amendment No. 4 dated May 22, 2003 and Amendment No. 5 dated June 3, 2003, 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. Settlement Agreement. On August 22, 2003, pursuant to a Settlement Agreement dated August 19, 2003 by and among E.ON AG, a German corporation, E.ON International Finance B.V., a Dutch corporation, FIDELIA Corporation, a Delaware corporation, and E.ON North America, Inc., a Delaware corporation, on the one hand (collectively, the "Noteholders"), and TPG Partners III, L.P., T3 Partners, L.P. and T3 Partners II, L.P., each a Delaware limited partnership, and TPG Wafer Holdings LLC, a Delaware limited liability company, on the other hand, TPG Wafer Holdings LLC paid to the Noteholders $25,200,000 in full satisfaction of certain performance payments which were claimed by the Noteholders under the Purchase Agreement. 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 175,943,193 shares of Common Stock, representing in the aggregate approximately 78.9% of the outstanding shares of Common Stock. The number of outstanding shares of Common Stock includes 206,266,362 shares of Common Stock reported to be outstanding as of July 31, 2003 in the Company's Form 10-Q for the quarterly period ended June 30, 2003, and assumes the exercise in full of the Warrants to purchase 16,666,667 shares of Common Stock. 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) Wafer Holdings distributed 1,000,000 shares of Common Stock to its members, Wafer Management, Wafer Partners, TCW Partners, TCW Trust, Netherlands, GEI, and GEI Side, pro rata in accordance with their respective membership interests in Wafer Holdings. TCW Partners, TCW Trust, Netherlands, GEI and GEI Side subsequently disposed of the shares of Common Stock received, and Wafer Partners and Wafer Management now directly hold an aggregate 606,000 shares of Common Stock. (d) Not applicable. (e) Not applicable. Item 7. Material to be Filed as Exhibits. Exhibit 28 Settlement Agreement dated August 19, 2003 by and among E.ON AG, E.ON International Finance B.V., FIDELIA Corporation, E.ON North America, Inc., TPG Partners III, L.P., T3 Partners, L.P. and T3 Partners II, L.P. and TPG Wafer Holdings LLC. 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 19, 2003 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 19, 2003 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 19, 2003 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 19, 2003 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 19, 2003 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 19, 2003 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: September 19, 2003 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: September 19, 2003 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 19, 2003 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 19, 2003 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 19, 2003 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 19, 2003 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 19, 2003 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 19, 2003 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 19, 2003 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 19, 2003 TCW/CRESCENT MEZZANINE III, LLC By: /s/ Linda D. Barker ------------------- Name: Linda D. Barker Title: Authorized Signatory EX-28 3 tpgwafer13da_ex28.txt EXHIBIT 28 SETTLEMENT AGREEMENT Settlement Agreement dated as of the 19th day of August, 2003 (this "Agreement"), by and among E.ON AG, a German corporation, E.ON International Finance B.V., a Dutch corporation, FIDELIA Corporation, a Delaware corporation, and E.ON North America, Inc., a Delaware corporation, on the one hand (collectively, the "Noteholders") and TPG Partners III, L.P., T3 Partners, L.P. and T3 Partners II, L.P., each a Delaware limited partnership and TPG Wafer Holdings LLC, a Delaware limited liability company, on the other hand (collectively, "TPG"). Reference is made to the Purchase Agreement dated as of September 30, 2001 (the "Purchase Agreement") by and among the Noteholders, Veba Zweite Verwaltungsgesellschaft MBH, and TPG. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement. WHEREAS, the parties have had a disagreement with respect to the amount of the Performance Payment Amount payable pursuant to Section 2.06 of the Purchase Agreement and have now compromised and resolved their disagreement and wish to set forth herein their agreement with respect to the amount and payment of the Performance Payment Amount. The parties hereto, intending to be legally bound hereby, agree as follows: Section 1. Notwithstanding the provisions of Section 2.06 of the Purchase Agreement and in full and complete settlement of the Noteholders' claims under Section 2.06 of the Purchase Agreement, the parties agree that (a) the Performance Payment Amount shall be U.S. 25.2 million dollars (U.S. $25,200,000) (the "Settlement Sum") and (b) the Settlement Sum shall be paid on or before August 22, 2003 by the Buyer to the Sellers' Representative (on behalf of the Noteholders) by wire transfer of immediately available funds to the following account of E.ON AG, Deutsche Bank Frankfurt via Deutsche Bank Trust Company Americas, New York, favour Deutsche Bank Dusseldorf for the account of E.ON AG account number 3941770 00 USD. Section 2. This Agreement shall be consummated and the Settlement Sum shall be paid only if each Noteholder and TPG shall have executed and exchanged delivery of mutual releases in the form annexed hereto as Exhibits A-1 through A-8, as applicable. Section 3. Neither the Noteholders nor TPG admits to any liability or wrongdoing whatsoever and neither this Agreement nor the payment or acceptance of the Settlement Sum is, nor shall they be construed, described or characterized by any party hereto or by its agents or representatives, as an admission by the Noteholders or TPG of any liability or wrongdoing. This Agreement and the payment and acceptance of the Settlement Sum are compromises of disputed claims between the Noteholders and TPG. Section 4. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Section 5. This Agreement is binding upon and inures to the benefit of all successors in interest and assigns of the Noteholders and TPG. Section 6. This Agreement cannot be changed, amended or modified or any performance, term or condition waived in whole or in part except by a writing signed by the party against whom enforcement of the change, amendment, modification or waiver is sought. Section 7. This Agreement will be construed and interpreted in accordance with and governed by the internal laws of the State of New York applicable to contracts made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. Section 8. This Agreement contains the entire understanding between the Noteholders and TPG with respect to the Performance Payment Amount payable pursuant to Section 2.06 of the Purchase Agreement. All prior discussions and agreements between the parties are merged herein. There are no representations, warranties, covenants, promises, or undertakings relating to the subject matter of this Agreement, except those expressly set forth herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or caused this Agreement to be duly executed by their representative officers thereunto duly authorized, as of the date first above written. E.ON AG By: /s/ Karl-Heinz Feldmann ------------------------------ Name: Karl-Heinz Feldmann Title: Corporate Counsel By: /s/ Dr. Rolf Pohlig ------------------------------ Name: Dr. Rolf Pohlig Title: Executive Vice President E.ON International Finance B.V. By: /s/ Kostka ------------------------------ Name: Kostka Title: Director By: /s/ J. Trapman ------------------------------ Name: J. Trapman Title: Director FIDELIA Corporation By: /s/ Udo Koch ------------------------------ Name: Udo Koch Title: President E.ON North America, Inc. By: /s/ A. Paul Brandimarte, Jr. ------------------------------ Name: A. Paul Brandimarte, Jr. Title: Vice President TPG Partners III, L.P. By: TPG GenPar III, L.P. By: TPG Advisors III, Inc. By: /s/ Richard A. Ekleberry ------------------------------ Name: Richard A. Ekleberry Title: Vice President T3 Partners, L.P. By: T3 GenPar, L.P. By: T3 Advisors, Inc. By: /s/ Richard A. Ekleberry ------------------------------ Name: Richard A. Ekleberry Title: Vice President T3 Partners II, L.P. By: T3 GenPar II, L.P. By: T3 Advisors II, Inc. By: /s/ Richard A. Ekleberry ------------------------------ Name: Richard A. Ekleberry Title: Vice President TPG Wafer Holdings LLC By: /s/ Richard A. Ekleberry ------------------------------ Name: Richard A. Ekleberry Title: Vice President Exhibit A-1 LIMITED RELEASE --------------- TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT E.ON AG, a German corporation ("Releasor"), in consideration of the Settlement Agreement entered into as of August 19th, 2003 by and among the Releasor, E.ON International Finance B.V., a Dutch corporation, FIDELIA Corporation, a Delaware corporation, and E.ON North America, Inc., a Delaware corporation, on the one hand (collectively, the "Noteholders") and TPG Partners III, L.P., T3 Partners, L.P. and T3 Partners II, L.P., each a Delaware limited partnership and TPG Wafer Holdings LLC, a Delaware limited liability company, on the other hand (collectively, "TPG"), releases and discharges TPG ("Releasee"), their parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns from all actions, causes of action, accounts, agreements, bonds, bills, covenants, contracts, controversies, claims, damages, demands, debts, dues, extents, executions, judgments, liabilities, obligations, promises, predicate acts, reckonings, specialties, suits, sums of money, trespasses and variances whatsoever, whether known or unknown, in law, admiralty or equity (collectively, "Claims"), which against any of them the Releasor, its corporate parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns ever had or now has or may have, for, upon, or by reason of any matter, cause or thing related to Section 2.06 of the Purchase Agreement, dated as of September 30, 2001, by and among the Noteholders, Veba Zweite Verwaltungsgesellschaft MBH, and TPG. This Release may not be modified or amended except by an instrument in writing signed by the Releasor and each Releasee. IN WITNESS WHEREOF, the Releasor has executed this Release on the ____ day of August, 2003. E.ON AG By: ------------------------------ Name: Title: By: ------------------------------ Name: Title: Exhibit A-2 LIMITED RELEASE --------------- TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT E.ON International Finance B.V., a Dutch corporation ("Releasor"), in consideration of the Settlement Agreement entered into as of August 19th, 2003 by and among E.ON AG, a German corporation, the Releasor, FIDELIA Corporation, a Delaware corporation, and E.ON North America, Inc., a Delaware corporation, on the one hand (collectively, the "Noteholders") and TPG Partners III, L.P., T3 Partners, L.P. and T3 Partners II, L.P., each a Delaware limited partnership and TPG Wafer Holdings LLC, a Delaware limited liability company, on the other hand (collectively, "TPG"), releases and discharges TPG ("Releasee"), their parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns from all actions, causes of action, accounts, agreements, bonds, bills, covenants, contracts, controversies, claims, damages, demands, debts, dues, extents, executions, judgments, liabilities, obligations, promises, predicate acts, reckonings, specialties, suits, sums of money, trespasses and variances whatsoever, whether known or unknown, in law, admiralty or equity (collectively, "Claims"), which against any of them the Releasor, its corporate parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns ever had or now has or may have, for, upon, or by reason of any matter, cause or thing related to Section 2.06 of the Purchase Agreement, dated as of September 30, 2001, by and among the Noteholders, Veba Zweite Verwaltungsgesellschaft MBH, and TPG. This Release may not be modified or amended except by an instrument in writing signed by the Releasor and each Releasee. IN WITNESS WHEREOF, the Releasor has executed this Release on the ____ day of August, 2003. E.ON International Finance B.V. By: ------------------------------ Name: Title: By: ------------------------------ Name: Title: Exhibit A-3 LIMITED RELEASE --------------- TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT FIDELIA Corporation, a Delaware corporation ("Releasor"), in consideration of the Settlement Agreement entered into as of August 19th, 2003 by and among E.ON AG, a German corporation, E.ON International Finance B.V., a Dutch corporation, the Releasor, and E.ON North America, Inc., a Delaware corporation, on the one hand (collectively, the "Noteholders") and TPG Partners III, L.P., T3 Partners, L.P. and T3 Partners II, L.P., each a Delaware limited partnership and TPG Wafer Holdings LLC, a Delaware limited liability company, on the other hand (collectively, "TPG"), releases and discharges TPG ("Releasee"), their parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns from all actions, causes of action, accounts, agreements, bonds, bills, covenants, contracts, controversies, claims, damages, demands, debts, dues, extents, executions, judgments, liabilities, obligations, promises, predicate acts, reckonings, specialties, suits, sums of money, trespasses and variances whatsoever, whether known or unknown, in law, admiralty or equity (collectively, "Claims"), which against any of them the Releasor, its corporate parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns ever had or now has or may have, for, upon, or by reason of any matter, cause or thing related to Section 2.06 of the Purchase Agreement, dated as of September 30, 2001, by and among the Noteholders, Veba Zweite Verwaltungsgesellschaft MBH, and TPG. This Release may not be modified or amended except by an instrument in writing signed by the Releasor and each Releasee. IN WITNESS WHEREOF, the Releasor has executed this Release on the ____ day of August, 2003. FIDELIA Corporation By: ------------------------------ Name: Title: STATE OF NEW YORK ) : COUNTY OF NEW YORK ) On ___ day of August, 2003 before me personally came______________________, to me known, who, being by me duly sworn, did depose and say that he resides at _________________________________________________________, that he is the ________________ of FIDELIA Corporation, the entity described in and which executed the foregoing Release and that he is duly authorized to execute said Release on behalf of FIDELIA Corporation. ------------------- Notary Public Exhibit A-4 LIMITED RELEASE --------------- TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT E.ON North America, Inc., a Delaware corporation ("Releasor"), in consideration of the Settlement Agreement entered into as of August 19th, 2003 by and among E.ON AG, a German corporation, E.ON International Finance B.V., a Dutch corporation, FIDELIA Corporation, a Delaware corporation, and the Releasor, on the one hand (collectively, the "Noteholders") and TPG Partners III, L.P., T3 Partners, L.P. and T3 Partners II, L.P., each a Delaware limited partnership and TPG Wafer Holdings LLC, a Delaware limited liability company, on the other hand (collectively, "TPG"), releases and discharges TPG ("Releasee"), their parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns from all actions, causes of action, accounts, agreements, bonds, bills, covenants, contracts, controversies, claims, damages, demands, debts, dues, extents, executions, judgments, liabilities, obligations, promises, predicate acts, reckonings, specialties, suits, sums of money, trespasses and variances whatsoever, whether known or unknown, in law, admiralty or equity (collectively, "Claims"), which against any of them the Releasor, its corporate parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns ever had or now has or may have, for, upon, or by reason of any matter, cause or thing related to Section 2.06 of the Purchase Agreement, dated as of September 30, 2001, by and among the Noteholders, Veba Zweite Verwaltungsgesellschaft MBH, and TPG. This Release may not be modified or amended except by an instrument in writing signed by the Releasor and each Releasee. IN WITNESS WHEREOF, the Releasor has executed this Release on the ____ day of August, 2003. E.ON North America, Inc. By: ------------------------------ Name: Title: STATE OF NEW YORK ) : COUNTY OF NEW YORK ) On ___ day of August, 2003 before me personally came __________________________, to me known, who, being by me duly sworn, did depose and say that he resides at _________________________________________________________, that he is the ________________ of E.ON North America, Inc., the entity described in and which executed the foregoing Release and that he is duly authorized to execute said Release on behalf of E.ON North America, Inc. ---------------------- Notary Public Exhibit A-5 LIMITED RELEASE --------------- TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT TPG Partners III, L.P., a Delaware limited partnership ("Releasor"), in consideration of the Settlement Agreement entered into as of August 19th, 2003 by and among E.ON AG, a German corporation, E.ON International Finance B.V., a Dutch corporation, FIDELIA Corporation, a Delaware corporation, and E.ON North America, Inc., a Delaware corporation, on the one hand (collectively, the "Noteholders") and the Releasor, T3 Partners, L.P. and T3 Partners II, L.P., each a Delaware limited partnership and TPG Wafer Holdings LLC, a Delaware limited liability company, on the other hand (collectively, "TPG"), releases and discharges the Noteholders ("Releasee"), their parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns from all actions, causes of action, accounts, agreements, bonds, bills, covenants, contracts, controversies, claims, damages, demands, debts, dues, extents, executions, judgments, liabilities, obligations, promises, predicate acts, reckonings, specialties, suits, sums of money, trespasses and variances whatsoever, whether known or unknown, in law, admiralty or equity (collectively, "Claims"), which against any of them the Releasor, its corporate parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns ever had or now has or may have, for, upon, or by reason of any matter, cause or thing related to Section 2.06 of the Purchase Agreement, dated as of September 30, 2001, by and among the Noteholders, Veba Zweite Verwaltungsgesellschaft MBH, and TPG. This Release may not be modified or amended except by an instrument in writing signed by the Releasor and each Releasee. IN WITNESS WHEREOF, the Releasor has executed this Release on the ____ day of August, 2003. TPG Partners III, L.P. By: TPG GenPar III, L.P. By: TPG Advisors III, Inc. By: ------------------------------ Name: Title: STATE OF TEXAS ) : COUNTY OF [_______] ) On ___ day of August, 2003 before me personally came _______________________, to me known, who, being by me duly sworn, did depose and say that he resides at __________________________________________________________, that he is the _______________ of TPG Advisors III, Inc., which is the general partner of TPG GenPar III, L.P., which is the general partner of TPG Partners III, L.P., the entity described in and which executed the foregoing Release and that he is duly authorized by TPG Advisors III, Inc. to execute said Release on behalf of TPG Partners III, L.P. ------------------ Notary Public Exhibit A-6 LIMITED RELEASE --------------- TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT T3 Partners, L.P., a Delaware limited partnership ("Releasor"), in consideration of the Settlement Agreement entered into as of August 19th, 2003 by and among E.ON AG, a German corporation, E.ON International Finance B.V., a Dutch corporation, FIDELIA Corporation, a Delaware corporation, and E.ON North America, Inc., a Delaware corporation, on the one hand (collectively, the "Noteholders") and the Releasor, TPG Partners III, L.P., and T3 Partners II, L.P., each a Delaware limited partnership and TPG Wafer Holdings LLC, a Delaware limited liability company, on the other hand (collectively, "TPG"), releases and discharges the Noteholders ("Releasee"), their parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns from all actions, causes of action, accounts, agreements, bonds, bills, covenants, contracts, controversies, claims, damages, demands, debts, dues, extents, executions, judgments, liabilities, obligations, promises, predicate acts, reckonings, specialties, suits, sums of money, trespasses and variances whatsoever, whether known or unknown, in law, admiralty or equity (collectively, "Claims"), which against any of them the Releasor, its corporate parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns ever had or now has or may have, for, upon, or by reason of any matter, cause or thing related to Section 2.06 of the Purchase Agreement, dated as of September 30, 2001, by and among the Noteholders, Veba Zweite Verwaltungsgesellschaft MBH, and TPG. This Release may not be modified or amended except by an instrument in writing signed by the Releasor and each Releasee. IN WITNESS WHEREOF, the Releasor has executed this Release on the ____ day of August, 2003. T3 Partners, L.P. By: T3 GenPar, L.P. By: T3 Advisors, Inc. By: ------------------------------ Name: Title: STATE OF TEXAS ) : COUNTY OF [_______] ) On ___ day of August, 2003 before me personally came ________________________, to me known, who, being by me duly sworn, did depose and say that he resides at ________________________________________________________, that he is the ________________ of T3 Advisors, Inc., which is the general partner of T3 GenPar, L.P., which is the general partner of T3 Partners, L.P., the entity described in and which executed the foregoing Release and that he is duly authorized by T3 Advisors, Inc. to execute said Release on behalf of T3 Partners, L.P. ------------------- Notary Public Exhibit A-7 LIMITED RELEASE --------------- TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT T3 Partners II, L.P., a Delaware limited partnership ("Releasor"), in consideration of the Settlement Agreement entered into as of August 19th, 2003 by and among E.ON AG, a German corporation, E.ON International Finance B.V., a Dutch corporation, FIDELIA Corporation, a Delaware corporation, and E.ON North America, Inc., a Delaware corporation, on the one hand (collectively, the "Noteholders") and the Releasor, TPG Partners III L.P. and T3 Partners, L.P., each a Delaware limited partnership and TPG Wafer Holdings LLC, a Delaware limited liability company, on the other hand (collectively, "TPG"), releases and discharges the Noteholders ("Releasee"), their parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns from all actions, causes of action, accounts, agreements, bonds, bills, covenants, contracts, controversies, claims, damages, demands, debts, dues, extents, executions, judgments, liabilities, obligations, promises, predicate acts, reckonings, specialties, suits, sums of money, trespasses and variances whatsoever, whether known or unknown, in law, admiralty or equity (collectively, "Claims"), which against any of them the Releasor, its corporate parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns ever had or now has or may have, for, upon, or by reason of any matter, cause or thing related to Section 2.06 of the Purchase Agreement, dated as of September 30, 2001, by and among the Noteholders, Veba Zweite Verwaltungsgesellschaft MBH, and TPG. This Release may not be modified or amended except by an instrument in writing signed by the Releasor and each Releasee. IN WITNESS WHEREOF, the Releasor has executed this Release on the ____ day of August, 2003. T3 Partners II, L.P. By: T3 GenPar II, L.P. By: T3 Advisors II, Inc. By: ------------------------------ Name: Title: STATE OF TEXAS ) : COUNTY OF [_______] ) On ___ day of August, 2003 before me personally came _____________________, to me known, who, being by me duly sworn, did depose and say that he resides at ________________________________________________________, that he is the ________________ of T3 Advisors II, Inc., which is the general partner of T3 GenPar II, L.P., which is the general partner of T3 Partners II, L.P., the entity described in and which executed the foregoing Release and that he is duly authorized by T3 Advisors II, Inc. to execute said Release on behalf of T3 Partners II, L.P. ------------------ Notary Public Exhibit A-8 LIMITED RELEASE --------------- TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT TPG Wafer Holdings LLC, a Delaware limited liability company ("Releasor"), in consideration of the Settlement Agreement entered into as of August 19th, 2003 by and among E.ON AG, a German corporation, E.ON International Finance B.V., a Dutch corporation, FIDELIA Corporation, a Delaware corporation, and E.ON North America, Inc., a Delaware corporation, on the one hand (collectively, the "Noteholders") and TPG Partners III, L.P., T3 Partners, L.P. and T3 Partners II, L.P., each a Delaware limited partnership and the Releasor, on the other hand (collectively, "TPG"), releases and discharges the Noteholders ("Releasee"), their parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns from all actions, causes of action, accounts, agreements, bonds, bills, covenants, contracts, controversies, claims, damages, demands, debts, dues, extents, executions, judgments, liabilities, obligations, promises, predicate acts, reckonings, specialties, suits, sums of money, trespasses and variances whatsoever, whether known or unknown, in law, admiralty or equity (collectively, "Claims"), which against any of them the Releasor, its corporate parents, subsidiaries and affiliates and their present and former directors, managing directors, officers, control persons, stockholders, employees, agents, attorneys, administrators, successors and assigns ever had or now has or may have, for, upon, or by reason of any matter, cause or thing related to Section 2.06 of the Purchase Agreement, dated as of September 30, 2001, by and among the Noteholders, Veba Zweite Verwaltungsgesellschaft MBH, and TPG. This Release may not be modified or amended except by an instrument in writing signed by the Releasor and each Releasee. IN WITNESS WHEREOF, the Releasor has executed this Release on the ____ day of August, 2003. TPG Wafer Holdings LLC By: ------------------------------ Name: Title: STATE OF TEXAS ) : COUNTY OF [_______] ) On ___ day of August, 2003 before me personally came _____________________, to me known, who, being by me duly sworn, did depose and say that he resides at _______________________________________________________, that he is the ________________ of TPG Wafer Holdings LLC, the entity described in and which executed the foregoing Release and that he is duly authorized by TPG Wafer Holdings LLC to execute said Release on behalf of TPG Wafer Holdings LLC. -------------------- Notary Public -----END PRIVACY-ENHANCED MESSAGE-----