As filed with the Securities and Exchange Commission on May 25, 2004
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. 1)
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Vishay Intertechnology, Inc.
(Name of subject company (issuer))
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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)
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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
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|_| 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 transactionH 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: |_|
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This Amendment No. 1 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. This
Tender Offer Statement on Schedule TO is filed by Vishay Intertechnology, Inc.,
a Delaware corporation. This 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 7. Source and Amount of Funds or Other Consideration
(d) On May 24, 2004, Vishay Intertechnology, Inc. entered into a Consent
and First Amendment to Vishay Intertechnology, Inc. Second Amended and Restated
Long Term Revolving Credit Agreement, effective as of May 14, 2004.
The amendment provides for lender consent to the corporate restructuring
of certain subsidiaries of Vishay, permits subsidiary guarantees of certain
equipment leases and revises and clarifies the conditions under which Vishay and
its subsidiaries may extend loans to one another. In addition, in connection
with the execution of the amendment, certain additional Vishay subsidiaries,
which have become "significant subsidiaries" as that term is defined under the
credit agreement, have become parties to various security and guaranty
documents.
The amendment to the credit agreement, together with the addition of the
new significant subsidiaries as parties to the security and guaranty documents,
removes any impediment to Vishay's borrowing under the credit agreement in order
to fund the purchase of the LYONs, in the event Vishay is required to make
payment in cash.
Item 12. Material to be Filed as Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibit:
(b)(2) Consent and First Amendment to Vishay Intertechnology, Inc. Second
Amended and Restated Long Term Revolving Credit Agreement, dated as of
May 14, 2004 (incorporated by reference to Exhibit 10.1 to our current
report on Form 8-K filed on May 25, 2004).
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* "Liquid Yield Option" and "LYON" are trademarks of Merrill Lynch & Co., Inc.
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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: May 25, 2004
VISHAY INTERTECHNOLOGY, INC
By: /s/ Richard N. Grubb
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Executive Vice President and
Chief Financial Officer
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