AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 6, 2001 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (FINAL AMENDMENT) ------------------------ 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) 82707923 (CUSIP NUMBER OF CLASS OF SECURITIES) AVI D. EDEN C/O 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) ------------------------ COPY TO: ABBE L. DIENSTAG, ESQ. KRAMER LEVIN NAFTALIS & FRANKEL LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 (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: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [X] 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: [ X ]
This Final Amendment amends the Tender Offer Statement on Schedule TO (as amended, this "Schedule TO"), filed by Vishay Intertechnology, Inc. ("Vishay"), a Delaware corporation, and Vishay TEMIC Semiconductor Acquisition Holdings Corp. ("Vishay TEMIC"), a Delaware corporation and a wholly-owned subsidiary of Vishay. This Schedule TO relates to the offer by Vishay TEMIC to exchange Vishay shares of common stock, par value $0.10 per share, for each outstanding share of common stock, par value $0.01 per share, of Siliconix incorporated, a Delaware corporation, that Vishay and its subsidiaries do not own, upon the terms and subject to the conditions set forth in the Prospectus dated June 21, 2001 and in the related Letter of Transmittal, copies of which have been filed as exhibits to this Schedule TO. On July 6, 2001, Vishay issued a press release announcing that the offer expired at 5:00 p.m., New York City time, on Thursday, July 5, 2001 without the acceptance of the tendered shares. It was a non-waivable condition of the offer that there be validly tendered and not withdrawn a majority of the shares of Siliconix not already owned by Vishay. This condition was not satisfied. According to the American Stock Transfer & Trust Company, the exchange agent for the offer, 2,347,200 Siliconix shares were tendered, constituting approximately 40% of the 5,849,040 shares not owned by Vishay. A copy of the press release is attached hereto as Exhibit (a)(29). ITEM 12. MATERIAL TO BE FILED AS EXHIBITS. Item 12 is amended by adding the following exhibit: (a)(29) Press Release issued by Vishay on July 6, 2001. 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. VISHAY INTERTECHNOLOGY, INC. By: /s/ Avi D. Eden ------------------------------- Name: Avi D. Eden Title: Vice Chairman of the Board, Executive Vice President and General Counsel VISHAY TEMIC SEMICONDUCTOR ACQUISITION HOLDINGS CORP. By: /s/ Avi D. Eden ------------------------------- Name: Avi D. Eden Title: Vice President Dated: July 6, 2001
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 Exchange Offer for Siliconix Expires Without Acceptance of Shares; Minimum Condition Not Satisfied MALVERN, Pa.--July 6, 2001--Vishay Intertechnology, Inc. (NYSE: VSH) announced that its offer to exchange shares of its common stock for the shares of common stock of Siliconix incorporated (NASDAQ: SILI) not already owned by Vishay expired at 5:00 p.m., New York City time on Thursday, July 5, 2001 without the acceptance of the tendered shares. It was a non-waivable condition of the offer that there be validly tendered and not withdrawn a majority of the shares of Siliconix not already owned by Vishay. This condition was not satisfied. According to the American Stock Transfer & Trust Company, the exchange agent for the offer, 2,347,200 Siliconix shares were tendered, constituting approximately 40% of the 5,849,040 shares not owned by Vishay. Commenting on the results of the offer, Dr. Felix Zandman, chairman and chief executive officer of Vishay, said: "We conditioned our offer for Siliconix on the tender of a majority of the publicly held shares so that the public stockholders of Siliconix would decide whether Siliconix should be taken private at this time. Stockholders owning a majority of the public shares did not tender, and we respect their decision. Vishay reserves the right, from time to time, to purchase Siliconix shares in the open market or in privately negotiated transactions, subject of course to applicable securities laws." Vishay, a Fortune 1,000 Company with year 2000 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 components 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 66 plants in the U.S., Mexico, Germany, Austria, the United Kingdom, France,Portugal, the Czech Republic, Hungary, Israel, Taiwan, China and the Philippines. Vishay can be found on the Internet at http://www.vishay.com. Siliconix is a leading manufacturer of power MOSFETs, power IC and analog signal processing devices for computers, cell phones, fixed communications networks, automobiles and other electronic systems. The company uses Class 1, six-inch wafer fabs dedicated to the manufacture of power products in Santa Clara, California and Itzehoe, Germany. Power products are also manufactured by a subcontractor in Japan. Analog switches and multiplexers are fabricated by a subcontractor in Dresden, Germany, and small-signal transistors are manufactured by a subcontractor in Beijing, China. Assembly and test facilities include a company-owned facility in Taiwan, a facility in Shanghai, China, and subcontractors in the Philippines, China and the United States. # # # # # # #