X0202 4 2005-08-16 0 0000945436 MEMC ELECTRONIC MATERIALS INC WFR 0000850401 TCW GROUP INC 865 SOUTH FIGUEROA STREET LOS ANGELES CA 90017 0 0 1 0 0000096616 TCW ASSET MANAGEMENT CO 865 SOUTH FIGUEROA STREET LOS ANGELES CA 90017 0 0 1 0 Common Stock, par value $.01 per share 2005-08-16 4 X 0 1970000 3.00 A 61090526 D Common Stock, par value $.01 per share 2005-08-16 4 S 0 8250000 17.09 D 52840526 I SEE FOOTNOTES Common Stock, par value $.01 per share 2005-08-16 4 S 0 1970000 17.09 D 50870526 D Warrants (Right to buy) 3.00 2005-08-16 4 S 0 391910 15.08 D 2002-07-10 2011-11-13 Common Stock 391910 2891423 D Warrants (Right to buy) 3.00 2005-08-16 4 X 0 1970000 3 D 2002-07-10 2011-11-13 Common Stock 1970000 921423 D TCW/Crescent Mezzanine Partners III, L.P. ("TCW Partners") and TCW/Crescent Mezzanine Trust III ("TCW Trust") are parties to the Amended and Restated LLC Operating Agreement of TPG Wafer Holdings, LLC ("Wafer Holdings"), and the Members' Agreement, each dated as of November 13, 2001, among the shareholders named therein which beneficially own in the aggregate over 10% of the Issuer's Common Stock. Those agreements were filed as Exhibits 12 and 13 to the Schedule 13D filed by Wafer Holdings et al. on November 21, 2001. A Side Letter dated January 25, 2002 added TCW/Crescent Mezzanine III Netherlands, L.P. ("TCW Netherlands"; and together with TCW Partners and TCW Trust, the "TCW Record Owners") as a party to those agreements. The Side Letter was filed as Exhibit 25 to the Schedule 13D/A filed by Wafer Holdings, et al. on January 31, 2002. Neither the Reporting Person nor the parties described herein other than the TCW Record Owners is a party to or bound by the Agreements. Of the shares of disposed Common Stock reported above, 8,250,000 shares are owned directly by Wafer Holdings, of which each of the TCW Record Owners is a member, 1,646,265 shares are owned by TCW Partners, 256,474 shares are owned by TCW Trust and 67,261 shares are owned by TCW Netherlands. The TCW Record Owners disclaim beneficial ownership of securities reported as directly owned by Wafer Holdings except to the extent of the Record Owners' pecuniary interest as members of Wafer Holdings. TCW/Crescent Mezzanine III, LLC ("Mezzanine LLC") is the General Partner or TCW Partners and TCW Netherlands and the Managing Owner of TCW Trust, and disclaims beneficial ownership of securities reported as indirectly owned except to the extent of its pecuniary interest as General Partner or Managing Owner, as applicable. TCW/Crescent Mezzanine Management III, LLC ("Management III") is the Investment Advisor of each of the TCW Record Owners, and has delegated all investment and voting discretion with respect to the securities to TCW Asset Management Company ("TAMCO"), as investment sub-advisor. TAMCO, as the sub-advisor to each of the TCW Record Owners, the Managing Member of Management III and a member of Mezzanine LLC, disclaims beneficial ownership of securities reported as indirectly owned except to the extent of any pecuniary interest. TAMCO is wholly owned by The TCW Group, Inc., a Nevada corporation ("TCWG"), which disclaims beneficial ownership of securities reported as indirectly owned except to the extent of any pecuniary interest in TAMCO by virtue of TCWG's ownership of TAMCO. TCWG, together with its direct and indirect subsidiaries, collectively constitute The TCW Group, Inc. business unit (the "TCW Business Unit"). The TCW Business Unit is primarily engaged in the provision of investment management services. The ultimate parent company of TCWG is Societe Generale, S.A., a company incorporated under the laws of France ("SG"). The principal business of SG is acting as a holding company for a global financial services group, which includes certain distinct specialized business units that are independently operated, including the TCW Business Unit. SG, for purposes of the federal securities laws, may be deemed ultimately to control TCWG and the TCW Business Unit. SG, its executive officers and directors, and its direct and indirect subsidiaries (including all of its business units except the TCW Business Unit), may beneficially own securities of the Issuer and such securities are not reported in this statement. In accordance with Exchange Act Release No. 34-39538 (January 12, 1998) and due to the separate management and independent operation of its business units, SG disclaims beneficial ownership of securities of the Issuer beneficially owned by the TCW Business Unit. Each member of the TCW Business Unit disclaims beneficial ownership of securities of the Issuer beneficially owned by SG and any of SG's other business units. The price represents the public offering price of $17.25 per share less the underwriters' discount of $0.16 per share. In connection with the exercise of Warrants to purchase 1,970,000 shares of the Issuer's Common Stock (the "Exercised Warrants"), the TCW Record Owners surrendered Warrants to acquire 391,910 shares of Issuer's Common Stock (the "Exchanged Warrants") as payment of the exercise price of the Exercised Warrants. The value of the Exchange Warrants was determined, pursuant to the terms of the Warrants, to be $15.08 per Warrant. /s/ HAROLD HENDERSON 2005-08-18