MEMC ELECTRONIC MATERIALS INC
8-K, 1999-04-13
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    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):  April 12, 1999
                                                          ----------------

                         MEMC ELECTRONIC MATERIALS, INC.
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Delaware                          1-13828                             56-1505767
- --------                          -------                             ----------
(State or other           (Commission File Number)                 (IRS Employer
jurisdiction of                                                   Identification
incorporation)                                                           No.)


501 Pearl Drive, St. Peters, Missouri                                   63376
- -------------------------------------                                   -----
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code:  (314) 279-5000
                                                     --------------


                                (Not Applicable)
                              ---------------------
          (Former name or former address, if changed since last report)


<PAGE>

Item 5.  Other Events

           MEMC ANNOUNCES FIRST QUARTER 1999 REVENUE AND NET EARNINGS

     MEMC  Electronic  Materials,  Inc.  issued a news release on April 12, 1999
announcing its  preliminary  first quarter 1999 revenues and net earnings.  This
news  release is  incorporated  herein by  reference  to Exhibit  99.1  attached
hereto.


Item 7.  Financial Statements and Exhibits

       C.  Exhibits

           Exhibit No.   Description
           -----------   -------------------------------------------------------

           99.1          News release issued by MEMC Electronic Materials, Inc.
                         dated April 12, 1999


                                    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.

Date:  April 12, 1999                           /s/ James M. Stolze
       --------------                           -------------------------------
                                                James M. Stolze
                                                Executive Vice President and
                                                  Chief Financial Officer

<PAGE>
                                  EXHIBIT INDEX

     These  Exhibits are numbered in  accordance  with the Exhibit Table of Item
601 of Regulation S-K:

     Exhibit No.               Description
     -----------               -----------

     99.1                      News release issued by MEMC Electronic Materials,
                               Inc. dated April 12, 1999


                                                             CONTACT: Janine Orf
                                                    Director, Investor Relations
                                                                  (314) 279-5443

                                                    Michele Katz/Connie Bienfait
                                                         Morgen-Walke Associates
                                                          Press: Frank Domondom/
                                                                      Tammy Rose
                                                                    212-850-5600

           MEMC ANNOUNCES FIRST QUARTER 1999 REVENUE AND NET EARNINGS

St.  Peters,  MO,  April 12, 1999 - As  previously  announced on March 26, 1999,
because of the current rights offering to the Company's  stockholders other than
VEBA  Corporation and VEBA Zweite  Verwaltungsgesellschaft  mbH, MEMC Electronic
Materials, Inc. (NYSE: WFR) today released information available regarding first
quarter 1999 revenues and net earnings.

MEMC announced net sales of $159.8  million for the 1999 first  quarter.  In the
1998 fourth quarter, net sales totaled $153.8 million. In addition, for the 1999
first quarter,  the Company announced a net loss of $50.3 million,  or $1.19 per
share,  compared to a net loss in the 1998 fourth quarter of $65.1  million,  or
$1.61 per share,  before  after-tax  restructuring  charges of $5.3 million,  or
$0.13 per share. MEMC management has not completed its final review of the first
quarter  financial  results.  The  results  reported  in this press  release are
preliminary. The review process will continue until the announcement of complete
first quarter results.

MEMC plans to report  complete first quarter  results on Monday,  April 26, 1999
after the market closes, with a conference call to follow on Tuesday,  April 27,
1999 at 9:00 a.m. eastern time.

This news release shall not constitute an offer to sell or the  solicitation  of
an offer to buy nor shall  there be any sale of the rights in any state or other
jurisdiction  in which such offer,  solicitation or sale would be unlawful prior
to registration or qualification  under the securities laws of any such state or
other  jurisdiction.  In any state or other jurisdiction where securities,  blue
sky laws or other  laws  require  the rights  offering  to be made by a licensed
broker or dealer, the rights offering will be deemed to be made on behalf of the
Company  by the dealer  managers  or one or more  registered  brokers or dealers
licensed under the laws of such jurisdiction.  The rights offering is being made
only by means of a prospectus. A copy of the prospectus may be obtained from the
information  agent  for the  rights  offering,  Morrow  & Co.,  Inc.  Banks  and
brokerage firms should call 800-662-5200 and others should call 800-566-9061.

MEMC is a leading  producer of silicon wafers in the world. The silicon wafer is
the fundamental  building block of semiconductors,  which, in turn, are found in
virtually all electronics applications, including computers,  telecommunications
equipment, automobiles, consumer electronics products, industrial automation and
control  systems,  and  analytical  and defense  systems.  Headquartered  in St.
Peters,  MO, MEMC operates  manufacturing  facilities  directly or through joint
ventures in Italy, Japan, Malaysia, South Korea, Taiwan, and the United States.

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