-----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, VIDCfoZlrQAsdUqQ/0Adk/AIegRx2HA1lFNs/VSLsS9U0evFmebHMfN+iD63KWdG BgjJAoxBjqSBNAbhoE5PSw== 0000895345-01-500477.txt : 20010821 0000895345-01-500477.hdr.sgml : 20010821 ACCESSION NUMBER: 0000895345-01-500477 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010817 ITEM INFORMATION: Other events FILED AS OF DATE: 20010817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SEMICONDUCTOR INC CENTRAL INDEX KEY: 0000040656 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133575653 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05442 FILM NUMBER: 1718326 BUSINESS ADDRESS: STREET 1: 10 MELVILLE PARK ROAD STREET 2: STE 1300 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6318473000 MAIL ADDRESS: STREET 1: 10 MELVILLE PARK ROAD STREET 2: STE 1300 CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL INSTRUMENT CORP /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 lh8k.txt 8-K =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------------- DATE OF REPORT: AUGUST 17, 2001 DATE OF EARLIEST EVENT REPORTED: AUGUST 17, 2001 GENERAL SEMICONDUCTOR, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-15442 13-3575653 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification incorporation or Number) organization) 10 MELVILLE PARK ROAD MELVILLE, NEW YORK 11747 (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (631) 847-3000 ITEM 5. OTHER EVENTS On August 17, 2001, General Semiconductor, Inc. entered into a Third Amendment to the Credit Agreement, dated as of July 23, 1997, among General Semiconductor, the several lenders from time to time parties thereto and The Chase Manhattan Bank, a New York banking corporation, as administrative agent for the lenders. The amendment is attached as Exhibit 10.1 to this report. On August 17, 2001, General Semiconductor issued the press release attached as Exhibit 99.1 to this report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit Description ------- ----------- 10.1 Third Amendment, dated August 17, 2001, to the Credit Agreement, dated as of July 23, 1997, among General Semiconductor, the several lenders from time to time parties thereto, The Chase Manhattan Bank, a New York banking corporation, as administrative agent for the Banks, and the financial institutions named therein as co-agents for the Banks. 99.1 Press Release issued by the Company on August 17, 2001 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized. Dated: August 17, 2001 GENERAL SEMICONDUCTOR, INC. By: /s/ Robert J. Gange ------------------------------------- Robert J. Gange Senior Vice President and Chief Financial Officer EXHIBIT INDEX ------------- Exhibit Description ------- ----------- 10.1 Third Amendment, dated August 17, 2001, to the Credit Agreement, dated as of July 23, 1997, among General Semiconductor, the several lenders from time to time parties thereto, The Chase Manhattan Bank, a New York banking corporation, as administrative agent for the Banks, and the financial institutions named therein as co-agents for the Banks. 99.1 Press Release issued by the Company on August 17, 2001 EX-10.1 3 lhex10_1.txt EXHIBIT 10.1 EXHIBIT 10.1 ------------ EXECUTION COPY THIRD AMENDMENT TO THE CREDIT AGREEMENT THIRD AMENDMENT, dated as of August 17, 2001 (this "Third Amendment"), to the Credit Agreement, dated as of July 23, 1997 (as amended, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among GENERAL SEMICONDUCTOR, INC., a Delaware corporation (the "Company"), the several lenders from time to time parties thereto (the "Banks"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Banks (in such capacity, the "Administrative Agent"), and the financial institutions named therein as co-agents for the Banks (in such capacity, collectively, the "Co-Agents"; each, individually, a "Co-Agent"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company, the Banks, the Administrative Agent and the Co-Agents are parties to the Credit Agreement; WHEREAS, the Company has requested that the Banks amend the Credit Agreement as set forth herein; WHEREAS, the Banks, the Administrative Agent and the Co-Agents are willing to agree to such amendment to the Credit Agreement, subject to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Company, the Banks, the Administrative Agent and the Co-Agents hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined. 2. Amendments to Credit Agreement. (a) Subsection 1.1 of the Credit Agreement is hereby amended by deleting the definition of "Applicable Margin" and substituting therefor the following: "Applicable Margin": for each Eurodollar Loan, each ABR Loan, the Facility Fee and the Standby L/C fees, the following rates per annum: Eurodollar Loan ABR Loan Facility Applicable Margin Applicable Margin Fee Standby L/C Fee ----------------- ----------------- -------- --------------- 200.0 100.0 50.0 200.00 (b) The definition of "Consolidated EBITDA" in subsection 1.1 of the Credit Agreement is hereby amended by (i) amending the phrase "and (f)" appearing therein to read ", (f)" and (ii) inserting the following at the end thereof: , (g) of the Company's restructuring and other charges in an aggregate amount not to exceed $12,900,000 for the fiscal quarters ended March 31, 2001 and in an aggregate amount not to exceed $60,000,000 for the fiscal quarters ending September 30, 2001 and December 31, 2001 (taken as one period), in each case to the extent such charges reduce Consolidated Net Income for such period and (h) of up to $3,000,000 in the aggregate of charges incurred in connection with the proposed acquisition of the Company by Vishay Intertechnology, Inc. for the fiscal quarters in which such charges are taken, to the extent such charges reduce Consolidated Net Income for such period (c) Subsection 6.2(b) of the Credit Agreement is hereby amended by deleting clause (iii) therefrom and substituting therefor the phrase "(iii) [INTENTIONALLY OMITTED]." (d) Subsection 7.15 of the Credit Agreement is hereby amended by adding the following at the end thereof: Notwithstanding the foregoing the Company and its Subsidiaries may not make or commit to make any such expenditures exceeding $50,000,000 in the aggregate in 2001 and $30,000,000 in the aggregate in 2002. (e) Subsection 7.20 of the Credit Agreement is hereby amended by deleting paragraphs (b) and (c) therefrom and substituting therefor the following: (b) Maintenance of Leverage Ratio. Permit, as of the last day of any fiscal quarter occurring during any period set forth below, the Leverage Ratio to be greater than the ratio set forth opposite such period: Period Ratio ------ ----- July 1, 2001 - September 30, 2001 4.25:1.0 October 1, 2001 - December 31, 2001 5.75:1.0 January 1, 2002 - March 31, 2002 5.50:1.0 April 1, 2002 - June 30, 2002 5.00:1.0 July 1, 2002 - September 30, 2002 4.25:1.0 October 1, 2002 and thereafter 4:00:1.0 (c) Maintenance of Senior Leverage Ratio. Permit, as of the last day of any fiscal quarter occuring during any period set forth below, the Senior Leverage Ratio to be greater than the ratio set forth opposite such period: Period Ratio ------ ----- July 1, 2001 - September 30, 2001 2.00:1.0 October 1, 2001 - March 31, 2002 2.25:1.0 April 1, 2002 and thereafter 2.00:1.0 3. Reduction of Revolving Credit Commitments. The aggregate Revolving Credit Commitments shall automatically and irrevocably be reduced to $175,000,000 on the Effective Date. 4. Representations and Warranties. The Company hereby confirms, reaffirms and restates the representations and warranties set forth in Section 4 of the Credit Agreement. The Company represents and warrants that, after giving effect to this Third Amendment, no Default or Event of Default has occurred and is continuing. 5. Effectiveness. Upon receipt by the Administrative Agent of counterparts of this Third Amendment duly executed by the Company and the Required Banks, this Third Amendment shall become effective as of the date (the "Effective Date") of receipt by the Administrative Agent of such counterparts. The Applicable Margin on and after the Effective Date shall be recalculated to give effect to the amendment to the Credit Agreement set forth in Section 2(a) above. 6. Amendment Fee. The Company will pay to the Administrative Agent, for the account of each Lender which executes and returns this Third Amendment to the Administrative Agent on or prior to the Effective Date, an amendment fee equal to 0.25% of the Revolving Credit Commitment (after giving effect to the reduction thereof pursuant to Section 3 above) of such Lender in effect on the Effective Date, such fee to be payable on the Effective Date. 7. Continuing Effect of the Credit Agreement. This Third Amendment shall not constitute an amendment of any other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Company that would require a waiver or consent of the Banks, the Administrative Agent or the Co-Agents. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. 8. Counterparts. This Third Amendment may be executed by the parties hereto in any number of separate counterparts (including telecopied counterparts), each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument. 9. GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed and delivered in New York, New York by their respective proper and duly authorized officers as of the day and year first above written. GENERAL SEMICONDUCTOR, INC. By: /s/ Harry Jakubowitz ------------------------------------- Title: Vice President Taxes and Treasurer THE CHASE MANHATTAN BANK, as Administrative Agent, as a Co-Agent and as a Bank By: /s/ Bob Krasnow ------------------------------------- Title: Vice President BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as a Co-Agent and as a Bank By: /s/ Sugeet Manchanda ------------------------------------- Title: Principal BANK OF MONTREAL, as a Co-Agent and as a Bank By: /s/ Bruce Pietka ------------------------------------- Title: Director THE BANK OF NOVA SCOTIA, as a Co-Agent and as a Bank By: /s/ Melvin J. Mandelbaum ------------------------------------- Title: Managing Director CIBC INC., as a Co-Agent and as a Bank By: /s/ Paul J. Chakmak ------------------------------------- Title: Managing Director CIBC World Markets Corp., AS AGENT CREDIT LYONNAIS NEW YORK BRANCH, as a Co-Agent and as a Bank By: /s/ Scott R. Chappelka ------------------------------------- Title: Vice President FLEET NATIONAL BANK, as a Co-Agent and as a Bank By: /s/ George Nicholson ------------------------------------- Title: Vice President WACHOVIA BANK, N.A., as a Co-Agent and as a Bank By: /s/ Jennifer Norris ------------------------------------- Title: AVP THE BANK OF NEW YORK By: /s/ Roger A. Grossman ------------------------------------- Title: Vice President BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: /s/ P. Donnelly ------------------------------------- Title: Vice President BANKBOSTON, N.A. By: ------------------------------------- Title: BANQUE NATIONALE DE PARIS By: /s/ Shaya P. March ------------------------------------- Title: Vice President PARIBAS By: /s/ Stephanie Rogers ------------------------------------- Title: Vice President CREDIT AGRICOLE INDOSUEZ By: /s/ Paul A. Dytrych ------------------------------------- Title: Vice President, Senior Relationship Manager By: /s/ Charles Hiatt ------------------------------------- Title: Vice President, Manager THE LONG-TERM CREDIT BANK OF JAPAN, LTD. By: ------------------------------------- Title: THE SANWA BANK LIMITED, CHICAGO BRANCH By: /s/ Jean-Michel Fatovic ------------------------------------- Title: Vice President SOCIETE GENERALE, NEW YORK BRANCH By: /s/ Jay Sands ------------------------------------- Title: Managing Director THE SUMITOMO BANK, LTD., CHICAGO BRANCH By: /s/ Azar Shakeri ------------------------------------- Title: Vice President and Manager EX-99.1 4 lhexhibit.txt LHEXHIBIT.TXT EXHIBIT 99.1 [LOGO] INVESTOR CONTACT: Tim Iris Phone: (631) 847-3169 tiris@gensemi.com MEDIA CONTACTS: George Sard/David Reno/Jonas Leddington Citigate Sard Verbinnen Phone: (212) 687-8080 FOR IMMEDIATE RELEASE GENERAL SEMICONDUCTOR ANNOUNCES DETAILS OF RESTRUCTURING PLAN EXPECTS ANNUALIZED COST SAVINGS OF $25 MILLION; WILL TAKE THIRD QUARTER CHARGE MELVILLE, NY - AUGUST 17, 2001 - GENERAL SEMICONDUCTOR, INC. (NYSE: SEM), a leading manufacturer of power management devices, today announced details of the restructuring plan outlined in its July 19 press release. The Company expects total annualized cost savings of approximately $25 million and expects to take pre-tax charges in the third quarter of up to $60 million, including severance, non-cash asset impairment, exit costs and other expenses. In response to the weak economic environment and unprecedented declines in end-market demand, the Company has decided to close its facility in Macroom, Ireland, which manufactures transient voltage suppression (TVS) diodes and rectifiers. General Semiconductor will transfer the majority of these product lines to its Taiwan and China facilities, while outsourcing production of certain other products to subcontractors. The Macroom facility employs 670 people, or 13% of the Company's workforce. The Company expects a phased exit from the facility by the year-end. In addition, General Semiconductor has instituted cost reduction programs at all of its facilities and offices worldwide. The Company will outsource certain mature product lines to subcontractors and make additional headcount reductions totaling approximately 3% of General Semiconductor's workforce. Furlough programs have been implemented at both factory and office locations worldwide. The programs announced today combined with actions taken in the first half of the year are expected to reduce the Company's workforce by approximately 23% from the 5,700 employed at December 31, 2000. Ronald A. Ostertag, Chairman and Chief Executive, said, "This has been a very difficult decision for the Corporation and I am personally disappointed that our business in Macroom will be closed after 20 years. Today's actions will make us a stronger, more profitable company by aligning cost structure with demand, ensuring the long-term viability of the product lines currently manufactured at our Macroom facility and creating a more efficient order through delivery process. Furthermore, we will retain our ability to meet anticipated demand when a market upturn occurs. "The semiconductor market's unprecedented downturn made the steps taken today a necessary business decision. Nevertheless, these choices are difficult for everyone involved, and all of us at General Semiconductor want to thank all our employees from Macroom and around the world for their contributions and talented service over the years." Ostertag concluded, "These changes, which were already under consideration prior to our announced merger agreement with Vishay Intertechnology, will hasten our eventual integration with Vishay and better position the combined company for future growth." On August 1, General Semiconductor and Vishay Intertechnology announced a definitive merger agreement under which Vishay will acquire General Semiconductor in a tax-free, all-stock transaction. Under the terms of the agreement, shareholders of General Semiconductor will receive 0.563 shares of Vishay for each General Semiconductor share. ABOUT GENERAL SEMICONDUCTOR General Semiconductor, Inc. is a leader in the design, manufacture and distribution of semiconductors serving the power management market. The Company provides customers with a broad array of products including rectifiers, transient voltage suppressors, small-signal transistors, diodes, MOSFETs and Analog ICs. Its global customer base includes original equipment manufacturers, electronic distributors and contract equipment manufacturers. Key market segments for its products include automotive, computer, consumer and telecommunications. The information set forth above includes "forward-looking" information and, accordingly, the cautionary statements contained in Exhibit 99 to the Company's Form 10-K and 10-Q filings with the Securities and Exchange Commission are incorporated herein by reference. General Semiconductor's actual results could differ materially from the "forward-looking" information in this press release. -----END PRIVACY-ENHANCED MESSAGE-----