SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/XX/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MEMC ELECTRONIC MATERIALS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/XX/ No fee required
/ / $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11
(Set forth the amount on which the filing fee is calculated and
state how it was determined):
--------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------------
/ / Fee paid previously by written preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule O-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:___________________________________________
2. Form Schedule or Registration Statement No.:______________________
3. Filing Party:_____________________________________________________
4. Date Filed:_______________________________________________________
<PAGE>
MEMC ELECTRONIC MATERIALS, INC.
501 Pearl Drive (City of O'Fallon)
St. Peters, Missouri 63376
April 13, 1999
Dear Stockholder:
You recently received proxy materials in connection with the annual meeting
of stockholders of MEMC Electronic Materials, Inc. to be held on May 6, 1999.
Due to an error by our transfer agent, you received the wrong proxy form with
your proxy materials. The correct proxy form is enclosed.
In order to vote your shares at the Company's annual meeting, you will need
to complete the enclosed proxy form and return it promptly in the envelope
provided. This is true regardless of whether you have already completed and
returned the proxy form originally enclosed with your proxy materials.
By completing and returning the enclosed proxy form, you will revoke all
proxies previously given by you in connection with MEMC's 1999 annual meeting of
stockholders.
Should you have any questions, please contact Ms. Janine Orf, MEMC's
Director of Investor Relations, at (314) 279-5000.
We apologize for any inconvenience this may have caused.
Very truly yours,
HELENE F. HENNELLY
Secretary
Enclosures
<PAGE>
MEMC ELECTRONIC MATERIALS, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. []
1. ELECTION OF DIRECTORS: For Withhold For All
Willem D. Maris, Paul T. O'Brien All All Except
and Klaus R. von Horde. [ ] [ ] [ ]
-----------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY
TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE
SPACE PROVIDED ABOVE.)
2. In their discretion, the proxies are authorized to vote upon any other
business which may properly come before the meeting and all adjournments
thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS.
The undersigned hereby revokes all proxies
heretofore given by the undersigned for said
meeting. This proxy may be revoked prior to
its exercise.
--------------------------------------, 1999
(Signature) (Date)
--------------------------------------, 1999
(Signature if held jointly) (Date)
Note: Please sign exactly as your name or
names appear hereon. When shares are held by
joint tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such. If a corporation,
please sign in full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name
by authorized person.
PLEASE MARK, SIGN AND PROMPTLY RETURN THIS
PROXY CARD IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
- ------------------------------FOLD AND DETACH HERE------------------------------
MEMC ELECTRONIC MATERIALS, INC.
501 PEARL DRIVE (CITY OF O'FALLON)
ST. PETERS, MISSOURI 63376
April 2, 1999
Dear Stockholder:
The annual meeting of stockholders of MEMC Electronic Materials, Inc. will
be held at The Ritz-Carlton St. Louis, 100 Carondelet Plaza, St. Louis, Missouri
63105 at 10:00 a.m. local time on Thursday, May 6, 1999.
It is important that your shares are represented at this meeting. Whether
or not you plan to attend the meeting, please review the enclosed proxy
materials, complete the attached proxy form above, and return it promptly in the
envelope provided.
Thank you.
HELENE F. HENNELLY
Secretary
<PAGE>
PROXY PROXY
MEMC ELECTRONIC MATERIALS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS ON MAY 6, 1999
The undersigned hereby appoints James M. Stolze and Helene F. Hennelly, and
each of them, with power of substitution, as proxies of the undersigned, to
attend the Annual Meeting of Stockholders of MEMC ELECTRONIC MATERIALS, INC.
(the "Company"), to be held at The Ritz-Carlton St. Louis, 100 Carondelet Plaza,
St. Louis, Missouri 63105 on Thursday, May 6, 1999, at 10:00 a.m. local time,
and all adjournments thereof, and to vote, as indicated on the reverse side, the
shares of Common Stock of the Company which the undersigned is entitled to vote
with all the powers the undersigned would possess if present at the meeting.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder(s). If no direction is made, this proxy
will be voted FOR the election of the nominees listed.
PLEASE DATE AND SIGN ON THE REVERSE SIDE AND
MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
- ------------------------------FOLD AND DETACH HERE------------------------------
