-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PnQehNpX8gqpfl6RP1o7Ws5qAdYLj7erYFnK9bHBOnCC+foO4gWhlIuxlxc64uiE j2LoSU4UxVM9bTedML+Ilw== 0000922423-04-000867.txt : 20040603 0000922423-04-000867.hdr.sgml : 20040603 20040603135051 ACCESSION NUMBER: 0000922423-04-000867 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040603 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISHAY INTERTECHNOLOGY INC CENTRAL INDEX KEY: 0000103730 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 381686453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18135 FILM NUMBER: 04846672 BUSINESS ADDRESS: STREET 1: 63 LINCOLN HWY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106441300 MAIL ADDRESS: STREET 1: 63 LINCOLN HIGHWAY CITY: MALVERN STATE: PA ZIP: 19355 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISHAY INTERTECHNOLOGY INC CENTRAL INDEX KEY: 0000103730 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 381686453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 63 LINCOLN HWY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106441300 MAIL ADDRESS: STREET 1: 63 LINCOLN HIGHWAY CITY: MALVERN STATE: PA ZIP: 19355 SC TO-I/A 1 kl06014_sctoi-a.txt TENDER OFFER STATEMENT AMENDMENT NO. 3 As filed with the Securities and Exchange Commission on June 3, 2004 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- SCHEDULE TO (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) -------------------- Vishay Intertechnology, Inc. (Name of subject company (issuer)) -------------------- Vishay Intertechnology, Inc. (Names of filing persons (identifying status as offeror, issuer or other person)) Liquid Yield Option(TM) Notes due 2021 (Zero Coupon-Subordinated) (Title of class of securities) 928298AC2 and 928298AD0 (CUSIP numbers of class of securities) Richard N. Grubb Vishay Intertechnology, Inc. 63 Lincoln Highway Malvern, Pennsylvania 19355-2120 (610) 644-1300 (Name, address and telephone number of persons authorized to receive notices and communications on behalf of filing persons) -------------------- Copies To: Avner Z. Lahat, Esq. Abbe L. Dienstag, Esq. Vishay Intertechnology, Inc. Kramer Levin Naftalis & Frankel LLP 63 Lincoln Highway 919 Third Avenue Malvern, Pennsylvania 19355-2120 New York, New York 10022 (610) 644-1300 (212) 715-9100 -------------------- |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |_| third-party tender offer subject to Rule 14d-1. |X| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| =============================================================================== This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO, originally filed by Vishay Intertechnology, Inc., a Delaware corporation, with the Securities and Exchange Commission on May 5, 2004. The Schedule TO relates to the option of the holders of Vishay's Liquid Yield OptionTM Notes due 2021 (Zero Coupon-Subordinated) (LYONs) to require Vishay to purchase their LYONs on the purchase date of June 4, 2004. The option is exercisable upon the terms and subject to the conditions set forth in the indenture referred to below, the company notice/prospectus, dated May 5, 2004, the LYONs and the related offer materials, copies of which are incorporated by reference as exhibits to this Schedule TO. The option will expire at 5:00 p.m., New York City time, on June 3, 2004, the day prior to the purchase date. The LYONs were issued pursuant to an indenture, dated as of June 4, 2001, between the Company and The Bank of New York, as trustee. Item 12. Material to be Filed as Exhibits. Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: (a) (5) (C) Press Release dated June 2, 2004. - --------------------- TM "Liquid Yield Option" and "LYON" are trademarks of Merrill Lynch & Co., Inc. 2 After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 3, 2004 VISHAY INTERTECHNOLOGY, INC By: /s/ Richard N. Grubb ------------------------------- Richard N. Grubb Executive Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number - ------ (a)(5)(C) Press Release dated June 2, 2004. 4 EX-99.A.5.C. 2 kl06014_ex-a5c.txt EXHIBIT (A)(5)(C) PRESS RELEASE Exhibit (a)(5)(C) NEWS RELEASE Contact: Richard N. Grubb, Executive Vice President and Chief Financial Officer or Robert A. Freece, Executive Vice President 610/644-1300 FOR IMMEDIATE RELEASE VISHAY ANNOUNCES REGISTRATION STATEMENT DECLARED EFFECTIVE MALVERN, PENNSYLVANIA, - June 2, 2004 - Vishay Intertechnology, Inc. (NYSE: VSH) today announced that the registration statement filed with the Securities and Exchange Commission relating to the shares of its common stock issuable to holders of its Liquid Yield Option(TM) Notes (LYONs) who exercise their option to require Vishay to repurchase their LYONs on June 4, 2004 has been declared effective. To exercise the option, holders must deliver a purchase notice to the paying agent at or before 5:00 p.m. New York City time on June 3, 2004, the day before the purchase date, and surrender their LYONs to the paying agent before, on or after the purchase date. Vishay is required to purchase the LYONs, at the option of the holders, for a purchase price per $1,000 principal amount at maturity of the LYONs of $602.77, the accreted value at June 4, 2004. As permitted by the indenture governing the LYONs, Vishay has elected to pay the purchase price in shares of its common stock. Based upon the computational formula prescribed by the indenture, Vishay will issue 32.6669 shares of common stock per $1,000 principal amount at maturity of the LYONs. The ability of Vishay to pay the purchase price for the LYONs in shares of common stock is subject to certain conditions under the indenture, including effectiveness of the registration statement, which have or which Vishay anticipates will be satisfied. If these conditions are not satisfied prior to the close of business on the purchase date, Vishay will be obligated to pay the entire purchase price in cash. Holders may specify in their purchase notice whether in these circumstances they elect to withdraw exercise of the option with respect to some or all of their LYONs or to receive cash. If a holder fails to indicate its choice in these circumstances, it will receive cash. The paying agent for the option is The Bank of New York. Copies of the company notice/prospectus and the purchase notice with respect to the LYONs may be obtained from the paying agent, and questions concerning exercise of the option and surrender of the LYONs may be directed to the paying agent, at 101 Barclay Street, 7 - East, Corporate Trust Operations, Reorganization Unit, New York, New York 10286, telephone 212-815-5098. Vishay, a Fortune 1,000 Company listed on the NYSE, is one of the world's largest manufacturers of discrete semiconductors (diodes, rectifiers, transistors, optoelectronics, and selected ICs) and passive electronic components (resistors, capacitors, inductors, and transducers). The Company's components can be found in products manufactured in a very broad range of industries worldwide. Vishay is headquartered in Malvern, Pennsylvania, and has operations in 17 countries employing over 26,000 people. Vishay can be found on the Internet at www.vishay.com. ### -----END PRIVACY-ENHANCED MESSAGE-----