SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Siliconix Incorporated
----------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
827079 10 4
-----------
(CUSIP Number)
Avi D. Eden
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, PA 19355
(610) 644-1300
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
with a copy to:
Abbe L. Dienstag, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, NY 10022
February 22, 2001
-----------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: |_|
Page 1 of 5 pages
SCHEDULE 13D
CUSIP No. 25443 10 1 Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vishay Intertechnology, Inc.
(I.R.S. Employer Identification No. 38-1686453)
- -------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
- -------------------------------------------------------------------------------
3) SEC USE ONLY
- -------------------------------------------------------------------------------
4) SOURCE OF FUNDS
(See Item 3)
- -------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF Not Applicable
SHARES ----------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 24,030,000 shares of Common Stock
EACH ----------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON Not Applicable
WITH ----------------------------------------------------------
10) SHARED DISPOSITIVE POWER
24,030,000 shares of Common Stock
- -------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
24,030,000 shares of Common Stock
- -------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
- -------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.4%
- -------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
2
Amendment No. 1 to Schedule 13D
This Amendment No. 1 (the "Amendment") amends and supplements the Schedule
13D (the "Schedule 13D") dated December 24, 1997 filed by Vishay
Intertechnology, Inc., a Delaware corporation ("Vishay"), with respect to the
Common Stock, $.01 par value (the "Common Stock"), of Siliconix Corporation, a
Delaware corporation (the "Company"). Notwithstanding this Amendment No. 1, the
Schedule 13D speaks as of its date.
Item 4 of Schedule 13D, "Purpose of Transaction," is amended to add the
following at the end thereof:
On February 22, 2001, Vishay announced a proposal to purchase any and all
outstanding shares of Common Stock not already owned by Vishay at a price of
$28.82 per share in cash.
A copy of a letter to the board of directors of the Company containing the
proposal is attached as Exhibit 2 and incorporated in this Item by reference. A
copy of the press release announcing the proposal is attached as Exhibit 3 and
incorporated in this Item by reference.
Item 5(a) of Schedule 13D, "Interest in Securities of the Issuer," is amended by
adding the following:
On February 16, 2000, the Company effected a three-for-one split of the
Common Stock, as a result of which the number of shares held by Vishay increased
from 8,010,000 to 24,030,000. Vishay's percentage interest of 80.4% remained
unchanged.
Item 7 of Schedule 13D, "Material to be Filed as Exhibits," is amended by adding
the following exhibits:
Exhibit 2 Letter to the Company's board of Directors containing the
proposal.
Exhibit 3 Press Release announcing the proposal.
3
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Amendment is true, complete and correct.
Dated: February 23, 2001
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Avi D. Eden
------------------------------
Name: Avi D. Eden
Title: Executive Vice President
4
Exhibit 2
February 22, 2001
Mr. Glyndwr Smith
Chairman of the Board of Directors
Siliconix Incorporated
2201 Laurelwood Road
Santa Clara, California 95054
Attention: Board of Directors
Gentlemen:
We are proposing to purchase any and all outstanding shares of common
stock of Siliconix Incorporated not already owned by Vishay Intertechnology,
Inc. at a price of $28.82 per share in cash. The purchase would be made through
a tender offer, subject to customary conditions, in accordance with the rules of
the Securities and Exchange Commission.
Alternatively, we could offer to exchange the Siliconix shares for shares
of common stock of Vishay. Depending upon whether such exchange would be
tax-free to the Siliconix stockholders, we would expect that the value per share
of Siliconix in the exchange would be somewhat less than the cash price.
If we hold at least 90 percent of the outstanding Siliconix shares
following completion of our offer, we may effect a "short-form" merger of
Siliconix with a Vishay subsidiary under Delaware law. If such a merger takes
place promptly after the offer, the consideration given to stockholders in the
merger would be the same as the consideration received by tendering stockholders
in the offer.
We are not requesting that you enter into any agreement with respect to
the offer or pay any sort of break-up or similar fee in the event that the offer
is not consummated, including because of a higher offer from a subsequent
bidder. Our offer would not foreclose any other person from making a higher
offer for the shares that we do not already own.
We recognize that a majority of the board of directors of Siliconix is
either affiliated with Vishay or serves with Siliconix management. We request
the opportunity to discuss our offer with a special committee of independent,
non-management Siliconix directors who are unaffiliated with Vishay. We only
expect to proceed with our offer if the special committee, after consultations
with its financial and legal advisors, concludes that the offer is fair to
Siliconix stockholders. In addition, we could also determine not to proceed with
the offer if in our sole judgment changes in economic, business or market
conditions make the offer unadvisable.
Please call me at (610) 644-1300 at your earliest convenience to discuss
this matter. We look forward to hearing from you.
Sincerely,
Avi D. Eden
Vice Chairman
Exhibit 3
NEWS RELEASE
Contact: Richard N. Grubb, Executive
Vice President and Chief
Financial
Officer or Robert A. Freece
Senior Vice President
610/644-1300
FOR IMMEDIATE RELEASE
VISHAY PROPOSES OFFER FOR ALL SHARES OF SILICONIX
THAT IT DOES NOT ALREADY OWN
MALVERN, PENNSYLVANIA - February 22, 2001 - Vishay Intertechnology, Inc.
(NYSE: VSH) announced today that it is proposing to purchase any and all
outstanding shares of common stock of Siliconix Incorporated (NASDAQ: SILI) not
already owned by Vishay at a price of $28.82 per share in cash. The proposal was
communicated in a letter to the Siliconix Board of Directors. Vishay currently
owns 80.4% of the outstanding shares of Siliconix. The purchase would be made
through a tender offer, subject to customary conditions, in accordance with the
rules of the Securities and Exchange Commission. Vishay also indicated that it
might offer to exchange the Siliconix shares for shares of its common stock.
Depending upon whether the exchange would be tax-free to Siliconix stockholders,
Vishay would expect that the value per share of Siliconix in an exchange offer
would be somewhat less than the cash price.
Vishay also stated that, if it holds at least 90 percent of the
outstanding Siliconix shares following completion of the offer, it may effect a
"short-form" merger of Siliconix with a Vishay subsidiary. If such a merger
takes place promptly after the offer, the consideration given to stockholders in
the merger would be the same as the consideration received by tendering
stockholders in the offer.
Vishay is not asking Siliconix to enter into any agreement with respect to
the offer or to pay a break-up fee in the event that the offer is not
consummated or a higher offer from another bidder is received. Vishay's offer
would not foreclose any other person from making a higher offer for the shares
not already owned by Vishay.
Vishay requested the opportunity to discuss its offer with a special
committee of independent, non-management Siliconix directors who are
unaffiliated with Vishay. Vishay only expects to proceed with its offer if the
special committee, after consultations with its financial and legal advisors,
concludes that the offer is fair to Siliconix stockholders. Vishay could also
determine not to proceed with the offer if in its sole judgment changes in
economic, business or market conditions make the offer unadvisable.
Vishay, a Fortune 1,000 Company with annual sales of $2.5 billion, is
the largest U.S. and European manufacturer of passive electronic components
(resistors, capacitors, inductors) and a major producer of discrete
semiconductors (diodes, optoelectronics, transistors), IRDCs (infrared
communication devices), and power and analog switching integrated circuits.
The Company's
- MORE -
components are vital to electronic operations and can be found in products
manufactured in a very broad range of industries worldwide. With headquarters in
Malvern, Pennsylvania, Vishay employs over 20,000 people in 60 plants in the
U.S., Mexico, Germany, Austria, the United Kingdom, France, Portugal, the Czech
Republic, Hungary, Israel, Taiwan (ROC), China and the Philippines. Vishay can
be found on the Internet at http://www.vishay.com.
If Vishay proceeds with the offer, it will file documentation regarding
the offer with the SEC. Siliconix will also be required to file documentation
regarding its response to the offer. Investors and security holders are advised
to read this documentation, when and if it becomes available, because this
documentation will contain important information. Investors and security holders
may obtain a free copy of the tender offer documentation (when and if available)
and other related documents filed by Vishay and Siliconix at the SEC's website
at www.sec.gov. The tender offer documentation and such other documents may also
be obtained from Vishay or Siliconix by directing such request to Vishay
Intertechnology, Inc., 63 Lincoln Highway, Malvern, Pennsylvania 19355-2121,
tel.: (610) 644-1300, Attention: Corporate Secretary; or to Siliconix
Incorporated, 2201 Laurelwood Road, Santa Clara, California 95054, tel.: (408)
988-8000, Attention: Corporate Secretary.
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