SC TO-T/A

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As filed with the Securities and Exchange Commission on April 27, 2005

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 3
TO
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

Siliconix incorporated
(Name of subject company (issuer))

Vishay Intertechnology, Inc.
and
Vishay TEMIC Semiconductor Acquisition Holdings Corp.
(Offerors)
(Names of filing persons (identifying status as
offeror, issuer or other person))
Common Stock, Par Value $0.01 per Share
(Title of class of securities)
82707920 3
(CUSIP numbers of class of securities)

Richard N. Grubb
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, Pennsylvania 19355-2143
(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. Vishay Intertechnology, Inc. 63 Lincoln Highway Malvern, Pennsylvania 19355-2143 (610) 644-1300	Abbe L. Dienstag, Esq. Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036 (212) 715-9100

o

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:

ý

third-party tender offer subject to Rule 14d-l.



o

issuer tender offer subject to Rule 13e-4.



o

going-private transaction subject to Rule 13e-3.



ý

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: o

        This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed on April 12, 2005 and amended on April 22, 2005 and April 25, 2005 by Vishay Intertechnology, Inc. ("Vishay") and Vishay TEMIC Semiconductor Acquisition Holdings Corp. ("Vishay TEMIC"), a wholly owned subsidiary of Vishay. The Schedule TO relates to the offer by Vishay TEMIC to exchange shares of Vishay common stock, par value $0.10 per share, for each outstanding share of common stock, par value $0.01 per share, of Siliconix incorporated that Vishay and its subsidiaries do not own.

        On April 26, 2005, Vishay issued a press release announcing that the California Superior Court granted Vishay's motion to stay the purported class action filed in California challenging the offer.

        A copy of the press release is attached as exhibit (a)(16).

Item 12.    Exhibits.

Exhibit Number	Description
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(16)	Press release of Vishay announcing the granting of Vishay's motion to stay the purported class action filed in California challenging the offer, dated April 26, 2005.

2

SIGNATURE

        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: April 27, 2005

VISHAY INTERTECHNOLOGY, INC
By:	/s/  RICHARD N. GRUBB
Name:	Richard N. Grubb
Title:	Executive Vice President, Treasurer and Chief Financial Officer
VISHAY TEMIC SEMICONDUCTOR ACQUISITION HOLDINGS CORP.
By:	/s/  RICHARD N. GRUBB
Name:	Richard N. Grubb
Title:	Vice President and Treasurer

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SIGNATURE

EX-99.(A)(16)

Exhibit (a)(16)

NEWS RELEASE

Contact: Richard N. Grubb,
Executive Vice President and
Chief Financial Officer
610/644-1300

FOR IMMEDIATE RELEASE

Court Issues Stay of California Action
Challenging Pending Siliconix Exchange Offer

        MALVERN, PENNSYLVANIA—April 26, 2005—Vishay Intertechnology, Inc. (NYSE: VSH) announced that the California Superior Court today granted Vishay's motion to stay the purported class action filed in California challenging Vishay's pending exchange offer for the shares of Siliconix incorporated (NASDAQ: SILI) not owned by Vishay.

        Vishay has previously filed with the Securities and Exchange Commission an amended prospectus and exchange offer statement and related exchange offer materials. Siliconix stockholders should read the amended exchange offer statement and the other exchange offer materials because they contain important information. Investors can obtain the amended exchange offer statement and other filed documents without charge from the web site of the SEC at www.sec.gov. Investors can also obtain the amended exchange offer statement and all other exchange offer materials from MacKenzie Partners, Inc., the information agent for the offer, 105 Madison Avenue, New York, New York 10016, (212) 929-5500 or (800) 322-2885.

        Vishay Intertechnology, Inc., a Fortune 1,000 Company listed on the NYSE (VSH), is one of the world's largest manufacturers of discrete semiconductors (diodes, rectifiers, transistors, and optoelectronics) and selected ICs, and passive electronic components (resistors, capacitors, inductors, and transducers). Vishay'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 25,000 people. Vishay can be found on the Internet at http://www.vishay.com.

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