Private equity giant Texas Pacific Group filed late Thursday to sell up to 60 million shares in MEMC Electronic Materials (WFR) , leaving TPG with a minority stake in the silicon wafer company.

MEMC said it will change its board structure to accommodate more independent directors following the sale so that it complies with listing rules of the

New York Stock Exchange

.

TPG said it wants to sell up to 60 million shares, including an overallotment, at $11.97 each for total proceeds of $715.8 million. Following the sale, TPG's ownership stake in MEMC will fall from 63.4% to under 40%, assuming the exercise of the overallotment option.

MEMC will not receive any proceeds from the sale.

The private equity firm has made two previous sales of MEMC stock, offering 15 million shares on May 21, 2003, and 34 million shares on Feb. 13, 2004. MEMC has been strengthening its balance sheet by paying down its debt during the past three years since an investment group led by TPG took over the St. Peters, Mo.-based company.

Following an initial period of volatility, MEMC's stock

should benefit from any sales by TPG because it will boost the amount of shares available to trade. MEMC shares ended Thursday's regular session down 2% to $12.05.

MEMC said TPG-designated directors Jean-Marc Chapus, John Danhakl and Gene Frantz will resign from its board. Following that, MEMC will have six directors, three of whom will be independent. To comply with independence rules, MEMC will have a year to name additional directors.