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EXHIBIT 99.5
MEMC ELECTRONIC MATERIALS, INC.
COMMON SHARES
INITIALLY OFFERED PURSUANT TO RIGHTS
DISTRIBUTED TO STOCKHOLDERS OF
MEMC ELECTRONIC MATERIALS, INC.
Dear Stockholders:
This letter is being distributed to all holders of common stock, par value
$0.01 per share (the "Common Stock"), of record on __________, 1998 (the "Record
Date"), of MEMC Electronic Materials, Inc. (the "Company"), other than VEBA
Corporation or its transferees, in connection with a distribution of
transferable rights ("Rights") to acquire the Common Stock at a subscription
price of $_________ per share for each share of the Common Stock.
Each beneficial owner of the Common Stock is entitled to ___ Rights for
each share of Common Stock owned. All fractional Rights will be rounded up to
the nearest whole number.
Enclosed are copies of the following documents:
1. The Prospectus;
2. The Rights Certificate;
3. The "Instructions for Use of MEMC Electronic
Materials, Inc. Rights Certificates" (including Guidelines For
Certification of Taxpayer Identification Number on Substitute
Form W-9);
4. A Notice of Guaranteed Delivery for Rights
Certificates issued by MEMC Electronic Materials, Inc.; and
5. A return envelope addressed to Xxxxxx Trust and Savings Bank,
the Subscription Agent.
Your prompt action is requested. The Rights will expire at 5:00 P.M., New
York City time, on _______________, 1998, unless extended by the Company (the
"Expiration Date").
To exercise the Rights, a properly completed and executed Rights
Certificate (unless the guaranteed delivery procedures are complied with) and,
in any event, payment in full for all of the Rights exercised thereby must be
delivered to the Subscription Agent as indicated in the Prospectus prior to 5:00
P.M., New York City time, on the Expiration Date.
Additional copies of the enclosed materials may be obtained from Xxxxxx &
Co., Inc., the Information Agent. Their toll-free telephone number is (800)
566-9061.
Very truly yours,
MEMC ELECTRONIC MATERIALS, INC.
