UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d - 101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(Amendment No. 4)
MEMC Electronic Materials, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
552715 10 4
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(CUSIP Number)
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Morton E. Grosz, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 408-5100
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 30, 2001
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(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 that 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 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).
(Continued on following pages)
(Page 1 of 18 Pages)
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CUSIP No. 552715 10 4 13D Page 2 of 18 Pages
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1
NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
E.ON Aktiengesellschaft, formerly known as VEBA Aktiengesellschaft
--------- ----------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
--------- ----------------------------------------------------------------------
3
SEC USE ONLY
--------- ----------------------------------------------------------------------
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
--------- ----------------------------------------------------------------------
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
------------------- ------- ----------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES 49,959,970*
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8
BENEFICIALLY SHARED VOTING POWER
OWNED BY - 0 -
------- ----------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
49,959,970
------- ----------------------------------------------------
10
SHARED DISPOSITIVE POWER
PERSON
- 0 -
WITH
------------------- ------- ----------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,959,970
--------- ----------------------------------------------------------------------
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.8%
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14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
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______________________
* TPG Partners III L.P., T3 Partners, L.P., T3 Partners II, L.P. and TPG Wafer
Holdings LLC may be deemed to share voting power with respect to such shares as
a result of the agreements described herein in item 4.
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CUSIP No. 552715 10 4 13D Page 3 of 18 Pages
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1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
E.ON North America, Inc., formerly known as VEBA Corporation
74-2183834
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
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3
SEC USE ONLY
--------- ----------------------------------------------------------------------
4
SOURCE OF FUNDS*
Not Applicable
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5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------- ------- ----------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES 21,490,942* (Does not include shares owned by any
other Reporting Person)
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8
BENEFICIALLY SHARED VOTING POWER
OWNED BY - 0 -
------- ----------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
21,490,942 (Does not include shares owned by any
other Reporting Person)
------- ----------------------------------------------------
10
SHARED DISPOSITIVE POWER
PERSON
- 0 -
WITH
------------------- ------- ----------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,490,942 (Does not include shares owned by any other Reporting
Person)
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12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.9% (Does not include shares owned by any other Reporting Person)
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14
TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________
* TPG Partners III L.P., T3 Partners, L.P., T3 Partners II, L.P. and TPG Wafer
Holdings LLC may be deemed to share voting power with respect to such shares as
a result of the agreements described herein in item 4.
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CUSIP No. 552715 10 4 13D Page 4 of 18 Pages
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1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VEBA Zweite Verwaltungsgesellschaft mbH
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS*
Not Applicable
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5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
------------------- ------- ----------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES 28,469,028* (Does not include shares owned by any
other Reporting Person)
------- ----------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
OWNED BY - 0 -
------- ----------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
28,469,028 (Does not include shares owned by any
other Reporting Person)
------- ----------------------------------------------------
10
SHARED DISPOSITIVE POWER
PERSON
- 0 -
WITH
------------------- ------- ----------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,469,028 (Does not include shares owned by any other Reporting
Person)
--------- ----------------------------------------------------------------------
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
--------- ----------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9% (Does not include shares owned by any other Reporting Person)
--------- ----------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
HC, CO
--------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________
* TPG Partners III L.P., T3 Partners, L.P., T3 Partners II, L.P. and TPG Wafer
Holdings LLC may be deemed to share voting power with respect to such shares as
a result of the agreements described herein in item 4.
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CUSIP No. 552715 10 4 13D Page 5 of 18 Pages
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This Amendment No. 4 ("Amendment No. 4") amends the Schedule 13D filed
on October 30, 1998 (as amended by Amendment No. 1 filed on March 23, 1999,
Amendment No. 2 filed on May 10, 1999 and Amendment No. 3 filed on September 27,
1999, the "Schedule 13D") by (i) E.ON Aktiengesellschaft, a German corporation
formerly known as VEBA Aktiengesellschaft ("E.ON AG"), (ii) E.ON North America,
Inc., a Delaware corporation formerly known as VEBA Corporation and a direct and
indirect subsidiary of E.ON AG ("E.ON North America"), and (iii) VEBA Zweite
Verwaltungsgesellschaft mbH, a German limited liability company and a direct
wholly-owned subsidiary of E.ON AG ("VEBA Zweite"), relating to the common
stock, par value $0.01 per share, of MEMC Electronic Materials, Inc., a Delaware
corporation (the "Company"). Capitalized terms used and not defined herein have
the meanings ascribed to them in the Schedule 13D. Except as specifically
amended hereby, the Schedule 13D remains in full force and effect.
1. Item 2 of the Schedule 13D is hereby amended, supplemented and
restated by deleting in their entirety paragraphs (a), (b), (c) and (e) and
replacing them with the following:
(a) This statement is filed jointly by E.ON Aktiengesellschaft
(formerly known as VEBA Aktiengesellschaft), a German corporation ("E.ON AG"),
E.ON North America, Inc. (formerly known as VEBA Corporation), a Delaware
corporation and a direct and indirect wholly-owned subsidiary of E.ON AG ("E.ON
North America") and VEBA Zweite Verwaltungsgesellschaft mbH, a German limited
liability company and a direct wholly-owned subsidiary of E.ON AG ("VEBA
Zweite", and together with E.ON AG and E.ON North America, the "Reporting
Persons"). The Reporting Persons are filing this statement jointly pursuant to a
Joint Filing Agreement attached to Amendment No. 1 filed on March 23, 1999 as
Exhibit 48 thereto and incorporated by reference herein.
(b) The address of E.ON AG's principal office is E.ON - Platz 1,
40479 Duesseldorf, Germany. The address of E.ON North America's principal office
is 405 Lexington Avenue, New York, NY 10174. The address of VEBA Zweite's
principal office is E.ON - Platz 1, 40479 Duesseldorf, Germany. The name,
business address and principal occupation of each of the directors and executive
officers of each of E.ON AG, E.ON North America and VEBA Zweite are set forth on
Schedule I hereto and incorporated by reference herein.
(c) The principal business of E.ON AG is to be a management
holding company for one of the largest industrial groups in Germany on the basis
of market capitalization at year-end 2000. E.ON AG is currently organized into
eight separate
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CUSIP No. 552715 10 4 13D Page 6 of 18 Pages
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business divisions: electricity, oil, chemicals, real estate,
telecommunications, distribution/logistics, aluminum and silicon wafers. The
principal business of E.ON North America is to be a holding company for E.ON
AG's interests in the United States. The principal business of VEBA Zweite is to
be a holding company for the shares of Common Stock of the Company held by it.
(e) On September 28, 2000, the Securities and Exchange Commission
instituted an Order Instituting Public Proceedings pursuant to Section 21C of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") , Making
Findings and Imposing a Cease-and-Desist Order against E.ON AG (file No.
3-10318). In the Order, the Securities and Exchange Commission found that E.ON
AG committed violations of Section 10(b) of the Exchange Act and Rule 10b-5
thereunder. Pursuant to the Order, the Securities and Exchange Commission
ordered that E.ON AG cease and desist from committing or causing any violation
and any future violation of Section 10(b) of the Exchange Act and Rule 10b-5
thereunder and determined to accept an Offer of Settlement submitted by E.ON AG.
Except as set forth above, during the last five years none of the
Reporting Persons nor, to the best of their knowledge, any of the executive
officers or directors of any of the Reporting Persons, has been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 2 of the Schedule 13D is further amended and supplemented by
deleting in its entirety Schedule I attached to the Schedule 13D and replacing
it with Schedule I attached to this Amendment No. 4.
2. Item 4 of the Schedule 13D is hereby amended and supplemented by the
following information:
Pursuant to the Purchase Agreement, dated as of September 30, 2001 (the
"TPG Purchase Agreement"), among E.ON AG, E.ON North America, E.ON International
Finance B.V., a Dutch corporation, FIDELIA Corporation, a Delaware corporation,
and VEBA Zweite, on the one hand (collectively, the "Sellers"), and TPG Partners
III, L.P., a Delaware limited partnership, T(3) Partners, L.P., a Delaware
limited partnership, T(3) Partners II, L.P., a Delaware limited partnership (the
"TPG Entities") and TPG Wafer Holdings LLC, a Delaware limited liability company
("Buyer"), on the other hand, E.ON North America and VEBA Zweite have each
agreed, subject to the satisfaction or waiver of various conditions set forth in
the TPG Purchase Agreement, to sell all of the shares of Common Stock owned by
them to Buyer for $2.00. In addition, the Purchase Agreement
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CUSIP No. 552715 10 4 13D Page 7 of 18 Pages
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provides for the Buyer to purchase from each of the respective Sellers all of
the debt of the Company and its subsidiaries held by such Seller for $4.00. The
Company's earnings performance in 2002 could increase the purchase price by a
maximum of $150 million. Pursuant to the TPG Purchase Agreement the Sellers
would not be entitled to receive any additional consideration if the Company's
fiscal 2002 EBITDA is less than US$100 million and would receive US$30 million,
US$75 million or US$150 million of additional consideration if the Company's
fiscal 2002 EBITDA equals or exceeds US$100 million, US$150 million or US$300
million, respectively. The purpose of entering into the TPG Purchase Agreement
is in furtherance of E.ON AG's strategy to focus on its core businesses and to
dispose of its interests in certain of its non-core business areas over time,
including but not limited to the disposition of shares of Common Stock
indirectly owned by E.ON AG.
Pursuant to Section 6.08 of the TPG Purchase Agreement, the Sellers,
including each of the Reporting Persons, have agreed, until the Closing (as
defined in the TPG Purchase Agreement) or the termination of the TPG Purchase
Agreement, whichever occurs first, not to (i) solicit, initiate or encourage the
submission of inquiries, proposals or offers from any individual, corporation
partnership, limited liability company or other entity, other than the TPG
Entities or any of their affiliates (an "Entity") relating to the purchase of
the Common Stock or the debt of the Company and its subsidiaries or any portion
thereof or the acquisition of all or a significant portion of the assets or
equity or debt interest of the Company, whether by merger, tender offer or
otherwise (an "Acquisition Proposal"), (ii) enter into or participate in any
discussions regarding an Acquisition Proposal with any Entity or (iii) otherwise
cooperate with, or assist or participate in, facilitate or encourage, any effort
or attempt by any Entity to make an Acquisition Proposal. In addition, until the
TPG Purchase Agreement is terminated or until the occurrence of the Closing,
whichever occurs first, each of the Sellers, including the Reporting Persons,
has agreed that, at any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which a stockholders'
vote, consent or other approval is sought, each of E.ON North America and VEBA
Zweite shall be present (in person or by proxy) and shall vote (or cause to be
voted) its shares of Common Stock against (and shall not execute any written
consent in favor of) (i) any merger agreement or merger, consolidation,
combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Company or any other
Acquisition Proposal or (ii) any amendment of the Company's certificate of
incorporation or by-laws or other proposal or transaction involving the Company
or any of its subsidiaries, which amendment or other proposal or transaction
would in any manner impede, frustrate, delay, prevent or nullify the
transactions contemplated by the TPG Purchase Agreement or the Company
Restructuring (as defined below). Each of VEBA Zweite and E.ON North America
further agreed not to commit or agree to take any action inconsistent with the
foregoing.
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CUSIP No. 552715 10 4 13D Page 8 of 18 Pages
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Pursuant to Section 6.11 of the TPG Purchase Agreement, E.ON North
America and VEBA Zweite have agreed, under certain circumstances, to provide the
Company with capital contributions in an aggregate amount not to exceed fifty
million dollars ($50,000,000) less the amount of the increase in the permitted
borrowing amount under certain credit facilities (the "Required Pre-Closing
Capital Contribution"). The Company will not issue any securities in connection
with any Required Pre-Closing Capital Contribution. Any Required Pre-Closing
Capital Contribution would be made at such times as determined by E.ON North
America and VEBA Zweite in their reasonable judgment and are required to be used
by the Company only for certain specified funding needs. The Company has no
obligation to repay E.ON North America and VEBA Zweite any Required Pre-Closing
Capital Contribution.
In addition, at the Closing E.ON North America and VEBA Zweite have
agreed to make a capital contribution to the Company in an aggregate amount
equal to (w) five million dollars ($5,000,000) to enable the Company to make a
contribution to its defined benefit plan plus (x) the excess, if any of (A)
fifty million dollars ($50,000,000) over (B) the sum of (y) the aggregate
capital contributions made by E.ON North America and VEBA Zweite prior to the
Closing, and (z) the aggregate amount borrowed by the Company under the Second
Amended and Restated Credit Agreement dated as of September 4, 2001 among the
Company, a subsidiary of the Company and E.ON AG in excess of $50 million
($50,000,000).
The obligations of Buyer under the TPG Purchase Agreement are subject
to the following conditions precedent, among other things, (i) each of VEBA
Zweite and E.ON North America having assigned to Buyer any and all contractual
rights that it may have to require the Company to register all or a portion of
its shares of Common Stock with the Securities and Exchange Commission, (ii)
Buyer having received the resignations of Dr. Alfred Oberholz, Dr. Wilhelm
Simson, Dr. Hans Michael Gaul, Helmut Mamsch and Paul T. O'Brien from the Board
of Directors of the Company and (iii) Buyer and the Company having reached an
agreement upon the terms and provision of, and executed and delivered a
definitive agreement in form and substance satisfactory to Buyer with respect to
an exchange by Buyer of all outstanding debt of the Company and its subsidiaries
purchased by Buyer pursuant to the TPG Purchase Agreement for newly issued debt
and equity securities of the Company and all conditions thereto having been
materially satisfied or waived. The obligations of Sellers under the TPG
Purchase Agreement are subject to, among other things, the Company and certain
of its subsidiaries releasing each of the Sellers, including the Reporting
Persons, and certain other affiliates of E.ON AG (collectively, the "E.ON
Released Parties") from certain actions, causes of action, suits, debts or other
damages including any matter, cause or thing relating to or arising out of or in
connection with any E.ON Released Party's being (including any action taken or
omitted by any E.ON Released Party in connection with
--------------------- ---------------------
CUSIP No. 552715 10 4 13D Page 9 of 18 Pages
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being) a shareholder of the Company (the form of general release is attached
hereto as Exhibit 60).
3. Item 5 of the Schedule 13D is hereby amended and supplemented by
deleting in its entirety paragraph (b) and replacing them with the following:
(b) VEBA Zweite and E.ON North America own of record 28,469,028 and
21,490,942 shares of Common Stock, respectively, and have the power to vote and
dispose of such shares of Common Stock owned of record by it. E.ON AG,
indirectly (acting through its wholly-owned subsidiaries, E.ON North America and
VEBA Zweite), has the power to direct the vote, and to direct the disposition of
the shares of Common Stock owned of record by VEBA Zweite and E.ON North
America. As a result, E.ON AG may be deemed to beneficially own the shares of
Common Stock owned of record by E.ON North America and VEBA Zweite. In addition,
as a result of the provisions of Section 6.08 of the Purchase Agreement
described under Item 4 above, each of the TPG Entities and Buyer may be deemed
to share voting power of the Common Stock beneficially owned by the Reporting
Persons.
The 2,500 shares of Common Stock previously owned jointly by Joern
Steuhmeier, the President of FIDELIA Corporation, and his wife, were sold more
than sixty (60) days prior to the filing of this Amendment No. 4.
4. Item 6 of the Schedule 13D is hereby amended and supplemented by the
following information:
Except as otherwise provided in Item 4 , there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
and between such persons and any person with respect to any securities of the
Company.
See Item 4 above for a description of the TPG Purchase Agreement,
certain terms and conditions contained in the TPG Purchase Agreement and the
transactions contemplated thereby, all of which is incorporated herein by
reference.
5. Item 7 of the Schedule 13D is hereby amended and supplemented by the
following information:
The following Exhibits are added after Exhibit 56 to the Schedule 13D:
Exhibit 57 Purchase Agreement, dated as of September 30, 2001
among E.ON AG, E.ON North America, E.ON International
Finance B.V., FIDELIA Corporation, VEBA Zweite
Verwaltungsgesellschaft, mbH, TPG Partners III, L.P., T3
Partners, L.P., T3 Partners II, L.P. and TPG Wafer
Holdings LLC.
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CUSIP No. 552715 10 4 13D Page 10 of 18 Pages
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Exhibit 58 Share Ownership
Exhibit 59 Loan Agreements
Exhibit 60 Form of General Release
Exhibit 61 Power of Attorney dated September 17, 2001 from VEBA
Zweite to the persons specified therein.
Exhibit 62 Power of Attorney dated September 17, 2001 from E.ON
AG to the persons specified therein.
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CUSIP No. 552715 10 4 13D Page 11 of 18 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in the statement is true,
complete and correct. This statement may be signed in counterpart copies.
Date: September 30, 2001 E.ON AG
By: /s/ Paul Brandimarte
-------------------------------------
Name: Paul Brandimarte
Title: Attorney in Fact
By: /s/ Joseph Supp
-------------------------------------
Name: Joseph Supp
Title: Attorney in Fact
Date: September 30, 2001 E.ON NORTH AMERICA, INC.
By: /s/ Paul Brandimarte
-------------------------------------
Name: Paul Brandimarte
Title: Vice President
Date: September 30, 2001 VEBA ZWEITE
VERWALTUNGSGESELLSCHAFT MBH
By: /s/ Paul Brandimarte
-------------------------------------
Name: Paul Brandimarte
Title: Attorney in Fact
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CUSIP No. 552715 10 4 13D Page 12 of 18 Pages
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
E.ON AG
The name, business address, present principal occupation or employment
and citizenship, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, of each of the
directors and executive officers of E.ON AG is set forth below.
Principal Occupation, if
Position with other than as Citizen
Name and Business Address E.ON AG Executive Officer of E.ON AG -ship
------------------------- -------------- ---------------------------- --------
Dr. Klaus Liesen Member of the Supervisory Chairman of the Supervisory German
Vorsitzender des Board, Chairman Board, Ruhrgas AG
Aufsichtsrates
der RUHRGAS AG
Huttropstrasse 60
45138 Essen
Hubertus Schmoldt Member of the Supervisory Chairman of the Board of German
Vorsitzender der Board, Deputy Chairman Management,
IG BERGBAU, CHEMIE, Industriegewerkschaft Bergbau,
ENERGIE Chemie, Energie
Konigsworther Platz 6
30167 Hannover
Dr. Karl-Hermann Baumann Member of the Supervisory Chairman of the Supervisory German
Vorsitzender des Aufsichtsrates Board Board of Siemens AG
Siemens AG
Wittelsbacher Platz 2
80333 Muenchen
Ralf Blauth Member of the Supervisory Industrial Clerk, Degussa AG German
DEGUSSA-HUELS AG Board
Paul-Baumann-Strasse 1
45764 Marl
Dr. Rolf-E. Breuer Member of the Supervisory Spokesperson of the Board of German
Sprecher des Vorstandes Board Management, Deutsche Bank AG
DEUTSCHE BANK AG
Taunusanlage 12
60325 Frankfurt
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CUSIP No. 552715 10 4 13D Page 13 of 18 Pages
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Principal Occupation, if
Position with other than as Citizen
Name and Business Address E.ON AG Executive Officer of E.ON AG -ship
------------------------- -------------- ---------------------------- --------
Dr. Gerhard Cromme Member of the Supervisory as of Oct 1, 2001: Chairman of German
as of Oct 1, 2001: Vorsitzender des Board the Supervisory Board, Thyssen
Aufsichtsrates Krupp AG
Thyssen Krupp AG
August-Thyssen-Str. 1
40211 Duesseldorf
Wolf-Ruediger Hinrichsen Member of the Supervisory German
E.ON AG Board; Head of the Economic
Volks-und Affairs Department, E.ON AG
Energiewirtschaft
E.ON-Platz 1
40479 Duesseldorf
Ulrich Hocker Member of the Supervisory General Manager, German German
Hauptgeschaftsfuhrer Board Investor Protection Association
Deutsche Schutzvereinigung
fur Wertpapierbesitz e.V.
Humboldtstrasse 9
40237 Duesseldorf
and:
Postfach 14 02 43
40072 Duesseldorf
Dr. Jochen Holzer, Member of the Supervisory Former Chairman of the German
Honorary Senator Board Supervisory Board of
E. ON - Verbindungsburo VIAG AG 1993-1998
Postfach 2020 42
80020 Muenchen
Jan Kahmann Member of the Supervisory Head of Industrial Sector 11, German
ver.di Board traffic, ver.di
Theodor-Heuss-Strasse 1
70174 Stuttgart
Dr. h.c. Andre Leysen Member of the Supervisory Chairman of the Administrative Belgian
Vorsitzender des Board Board, Gevaert N.V.
Verwaltungsrates
der GEVAERT N.V.
Septestraat 27
B-2640 Mortsel
Dagobert Millinghaus Member of the Supervisory Accounting and Administration German
BRENNTAG AG Board Manager, Brenntag AG
Humboldtring 15
45472 Muelheim/Ruhr
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CUSIP No. 552715 10 4 13D Page 14 of 18 Pages
--------------------- ---------------------
Principal Occupation, if
Position with other than as Citizen
Name and Business Address E.ON AG Executive Officer of E.ON AG -ship
------------------------- -------------- ---------------------------- --------
Margret Moenig-Raane Member of the Supervisory Vice President, ver di, former German
Stellvertretende Vorsitzende Board Chairwoman, Gewerkschaft
ver di Handel, Banken und
Potsdamer Platz 10 Versicherungen
10785 Berlin
Ulrich Otte Member of the Supervisory Systems Engineer, E.ON Energie German
Gesamtbetriebsratsvorsitzender Board AG
E.ON Energie AG
Brienner Str. 40
80333 Muenchen
Armin Schreiber Member of the Supervisory Electrical Engineer, E.ON German
E.ON Kraftwerke GmbH Board Kernkraft GmbH, Former member
Kernkraftwerk Grafenrheinfeld of the Supervisory Board of
Kraftwerkstrasse VIAG AG 1997-2000
97506 Grafenrheinfeld
Dr. Henning Schulte-Noelle Member of the Supervisory Chairman of the Board of German
Vorsitzender des Board Management, Allianz AG
Vorstandes
der ALLIANZ AG
Koniginstrasse 28
80802 Muenchen
Kurt F. Viermetz Member of the Supervisory Chairman of the Supervisory German
Vorsitzender des Aufsichtsrates Board Board, Bayerische Hypotheken-
Bayerische Hypotheken- und und Vereinsbank; Retired Vice
Vereinsbank Chairman and Director of the
Am Tucherpark 16 Board of J.P. Morgan & Co.
80538 Muenchen Incorporated
Dr. Bernd W. Voss Member of the Supervisory Member of the Board of German
Mitglied des Vorstandes Board Management, Dresdner Bank AG
DRESDNER BANK AG
Juergen-Ponto-Platz 1
60329 Frankfurt/Main
Dr. Peter Weber Member of the Supervisory Director Legal Department, German
DEGUSSA AG Board Degussa AG
Gebaude 1148 / PB01
45764 Marl
Kurt Weslowski Member of the Supervisory Chemical Worker, German
VEBA OEL AG Board VEBA Oel AG
Werk Scholven
Pawiker Strasse 30
45896 Gelsenkirchen
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CUSIP No. 552715 10 4 13D Page 15 of 18 Pages
--------------------- ---------------------
Principal Occupation, if
Position with other than as Citizen
Name and Business Address E.ON AG Executive Officer of E.ON AG -ship
------------------------- -------------- ---------------------------- --------
Ulrich Hartmann* Member of the Board of German
Management, Chairman and
Co-Chief Executive Officer;
Corporate Communications,
Corporate and Public Affairs,
Investor Relations,
Supervisory Board Relations;
formerly Chairman of the
Board of Management of VEBA AG
Prof. Dr. Wilhelm Simson* Member of the Board of German
Management, Chairman and
Co-Chief Executive Officer;
Group Strategy, Post-Merger
Integration, Executive
Development, Audit; formerly
Chairman of the Board of
Management and Chief
Executive Officer of VIAG AG
Dr. Hans Michael Gaul* Member of the Board of German
Management; Controlling/
Corporate Planning, M&A,
Legal Affairs; formerly
Member of the Board of
Management of VEBA AG
Dr. Manfred Krueper* Member of the Board of German
Management; Labor Relations,
Personnel, Infrastructure and
Services, Procurement,
Organization; formerly Member
of the Board of Management of
VEBA AG
Dr. Erhard Schipporeit* Member of the Board of German
Management, Chief Financial
Officer; Finance, Accounting,
Taxes, IT; formerly Member of
the Board of Management of
VIAG AG.
* The business address of each of these persons is: E.ON AG, E.ON - Platz 1,
40479 Duesseldorf, Germany
--------------------- ---------------------
CUSIP No. 552715 10 4 13D Page 16 of 18 Pages
--------------------- ---------------------
DIRECTORS AND EXECUTIVE OFFICERS OF
E.ON North America, Inc.
The name, business address, present principal occupation or employment
and citizenship, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, of each of the
directors and executive officers of E.ON North America, Inc. is set forth below.
Principal Occupation, if other
Position with E.ON North than as Executive Officer of Citizen
Name and Business Address** America, Inc. E.ON North America, Inc. -ship
--------------------------- ------------------------ ------------------------------- --------
Dr. Manfred Krueper Director, Chairman Member of the Board of German
Management of E.ON AG; Group
Human Resource Management
Dr. Hans Michael Gaul Director Member of the Board of German
Management of E.ON AG
Georg Budenbender Director, President & CEO German
A. Paul Brandimarte, Jr. Director, Vice President, USA
General Counsel and
Secretary
Joseph J. Supp Vice President-Tax USA
Ronald W. Smyth, Jr. Vice President-Finance USA
** The business address of each of the persons listed below is: E.ON North
America, Inc., 405 Lexington Avenue, New York, NY 10174.
--------------------- ---------------------
CUSIP No. 552715 10 4 13D Page 17 of 18 Pages
--------------------- ---------------------
DIRECTORS AND EXECUTIVE OFFICERS OF
VEBA ZWEITE VERWALTUNGSGESELLSCHAFT MBH
The name, business address, present principal occupation or employment
and citizenship, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, of each of the
directors and executive officers of VEBA Zweite Verwaltungsgesellschaft mbH
("VEBA Zweite") is set forth below.
Principal Occupation, if other
Position with than as Executive Citizen
Name and Business Address*** VEBA Zweite Officer of VEBA Zweite -ship
---------------------------- ----------- ---------------------- -------
Ulrich Hueppe Managing Director Executive Vice President of German
E.ON AG
Dr. Rolf Pohlig Managing Director Executive Vice President of German
E.ON AG
*** The business address of each of the persons listed below is: E.ON AG,
E.ON-Platz 1, 40479 Duesseldorf, Germany
--------------------- ---------------------
CUSIP No. 552715 10 4 13D Page 18 of 18 Pages
--------------------- ---------------------
EXHIBIT INDEX
Exhibit 57 Purchase Agreement, dated as of September 30, 2001
among E.ON AG, E.ON North America, Inc., E.ON
International Finance B.V., Fidelia Corporation, VEBA
Zweite Verwaltungsgesellschaft, mbH, TPG Partners III,
L.P., T(3)Partners, L.P., T(3)Partners II, L.P. and TPG
Wafer Holdings LLC.
Exhibit 58 Share Ownership
Exhibit 59 Loan Agreements
Exhibit 60 Form of General Release
Exhibit 61 Power of Attorney dated September 17, 2001 from VEBA
Zweite to the persons specified therein.
Exhibit 62 Power of Attorney dated September 17, 2001 from E.ON
AG to the persons specified therein.