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To: creddell who wrote (3245)	1/10/2001 2:16:43 AM
From: ELH1006	Read Replies (2) \| Respond to of 3661

Creddell, don't be concerned about the goodwill numbers as they will be very small, especially when compared to the original estimates. Remember that when this merger was contemplated, Mtsn was trading around $35. The merger was completed when Mtsn was in the 10's, therefore some $25 per share has been eliminated from the goodwill account. This is one of the great aspects of the merger as it did away with the majority of the goodwill account. Goodwill arises when the value of the shares exchanged plus liabilities assumed in the new entity, exceed the total of: 1)current assets plus the fair market value of the fixed assets (not book value but fmv)of the acquired companies. If Mtsn had paid the additional cash amount as original specified (but waived as I understand it) this amount would have been added to the value of the exchanged shares or about $5-6 per share. Eddie

To: creddell who wrote (3245)	1/13/2001 10:56:11 PM
From: Jack Hartmann	Read Replies (1) \| Respond to of 3661

Some more notes from the Needham conference David Dutton - persident of plasma product section Basics of Semis and MTSN - Industry is cyclical - felt we were coming out of a downturn - demand at topline is struggling (300 mm) - Seeing PC vs. mobilization battle occuring - Looking for market to be 10% growth and we do better than the market - Brad Mattson was founder of Novellus (I thought Brad was from AMAT) - Did merger due to the need to obtain critical mass since industry is consolidating - 70% of semi revs go to top ten suppliers, the bigger are getting bigger. We are in the top 15 and will grow to top ten - leader in strip 300mm - CVD went from #13 to #7 - #2 in thermal RTP from Steag, - Seeing progress in Epi systems - All three divisions invested in 300mm during last down turn. CFO Lougar? (ex-CFO of Steag) - 100% growth y2y - 200M in sales, 50% GM in 3Q with 58M in sales - record rev and earnings - 1.3 BTB - Largest order was a European customer for 20M (Siemens?) - Balance rev from plasma, thermal, and wet - 50% GM in thermal - 45% GM from RTP - 20% GM in Plasma - 12-16% earning growth for 2001 - 20% op profit - 40M shares outstanding - Merger will accretive to earnings by end of the year - Speed of integration is key to success - Should complete merger in 60 days - We have the clear path to become a top ten company in semi No Q&A Jack