SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 28, 1999
MEMC Electronic Materials, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-13828 56-1505767
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
501 Pearl Drive (City of O'Fallon)
St. Peters, Missouri 63376
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(636) 474-5000
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Item 5. Other Events.
In connection with the pending merger of VIAG Aktiengesellschaft ("VIAG")
into VEBA Aktiengesellschaft ("VEBA"), MEMC Electronic Materials, Inc. ("MEMC")
has been advised that the German law governing mergers requires VIAG and VEBA to
prepare and distribute to their shareholders a joint merger report that contains
business and financial information and certain expert opinions. MEMC has been
further advised that this merger report must contain detailed information
concerning MEMC, a subsidiary corporation of VEBA. On or about December 28,
1999, this merger report was published in German and on or about January 10,
2000, an English version of the merger report was furnished by VEBA to the
Securities and Exchange Commission.
As a general matter, MEMC does not make public or otherwise distribute any
forecasts or projections as to future performance. The management of VEBA/VIAG
has prepared forecasts concerning MEMC for inclusion in this merger report in
accordance with German law and German generally accepted accounting principles.
These forecasts are not the forecasts of MEMC and should not be relied upon by
MEMC stockholders or the investing public as the forecasts, projections or
valuations of MEMC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEMC Electronic Materials, Inc.
(Registrant)
Date: January 10, 2000 By: /s/ James M. Stolze
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Name: James M. Stolze
Title: Executive Vice President and
Chief Financial Officer