Filed Pursuant to Rule 424(b)(3)
Registration No. 333-110259
PROSPECTUS SUPPLEMENT NO. 1
TO PROSPECTUS DATED MARCH 4, 2004
(VISHAY LOGO)
$500,000,000 Principal Amount of
3 5/8% Convertible Subordinated Notes Due 2023
and
Shares of Common Stock Issuable Upon Conversion of the Notes
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This prospectus supplement relates to the resale by the selling
securityholders (including their transferees, pledgees or donees or their
successors) of up to $500 million aggregate principal amount of 3 5/8%
Convertible Subordinated Notes due 2023 issued by Vishay Intertechnology, Inc.
and the shares of common stock issuable upon conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated March 4, 2004, which is to be delivered with this prospectus
supplement, and this prospectus supplement is qualified by reference to the
prospectus, except to the extent that the information in this prospectus
supplement supercedes the information contained in the prospectus. This
prospectus supplement is not complete without, and may not be delivered or
utilized except in connection with, the prospectus, including any amendments or
supplements to it.
Investing in the notes or the common stock offered by the prospectus
involves risks that are described in the "Risk Factors" section beginning on
page 7 of the prospectus.
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Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus supplement is truthful or complete.
Any representation to the contrary is a criminal offense.
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The date of this prospectus supplement is March 25, 2004.
The information in the table appearing under the heading "Selling
Securityholders" beginning on page 54 of the prospectus is amended by adding the
information below with respect to persons not previously listed in the
prospectus, and by superceding the information with respect to persons listed in
the prospectus that are listed below.
The following table sets forth certain information as of the date noted,
concerning the principal amount of notes beneficially owned by each selling
securityholder and the number of shares of common stock that may be offered from
time to time by each selling securityholder under this prospectus. The
information is based on information provided by or on behalf of the selling
securityholders. The number of shares of common stock issuable upon conversion
of the notes shown in the table below assumes conversion of the full amount of
notes held by each holder at an initial conversion price of $21.28 per share.
This conversion price is subject to adjustments in certain circumstances.
Because the selling securityholders may offer all or some portion of the notes
or the common stock issuable upon conversion of the notes, we have assumed for
purposes of the table below that the selling securityholders will sell all of
the notes or convert all of the notes and sell all of the common stock issuable
upon conversion of the notes offered by the prospectus. The selling
securityholders identified below may have sold, transferred or otherwise
disposed of all or a portion of their notes since the date on which they
provided the information regarding their notes in transactions exempt from the
registration requirements of the Securities Act. Information about the selling
securityholders may change over time. Any changed information furnished to us by
the selling securityholders will be set forth in prospectus supplements to the
extent required.
Other Shares of
Common Stock
Shares of Beneficially
Aggregate Common Stock Owned Before
Principal Issuable the Offering
Amount of Notes Upon and Assumed to
Beneficially Conversion be Owned
Owned and of the Following the
Name* Offered Notes** Offering***
- -------------------------- --------------- ----------- -----------------
Context Convertible
Arbitrage Fund, LP(1) 2,800,000 131,578 0
Context Convertible
Arbitrage Offshore, LTD(2) 5,900,000 277,255 0
CSS, LLC(3) 6,000,000 281,954 0
Guggenheim Portfolio
Co. XV, LLC(4) 1,250,000 58,740 0
HBK Master Fund L.P.(5) 12,500,000 587,406 5,800
Lyxor/Context Fund LTD(6) 650,000 30,545 0
National Bank of Canada(7) 900,000 42,293 0
Ramius Capital Group(8) 750,000 35,244 0
Ramius Master Fund, LTD(9) 1,800,000 84,586 0
Ramius Partners II, LP(10) 300,000 14,097 0
Ramius, LP(11) 150,000 7,048 0
RCG Baldwin, LP(12) 600,000 28,195 0
RCG Latitude Master Fund,
LTD(13) 7,700,000 361,842 0
RCG Multi Strategy Master
Fund, LTD(14) 1,700,000 79,887 0
Royal Bank of Canada
(Norshield)(15) 600,000 28,195 0
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Other Shares of
Common Stock
Shares of Beneficially
Aggregate Common Stock Owned Before
Principal Issuable the Offering
Amount of Notes Upon and Assumed to
Beneficially Conversion be Owned
Owned and of the Following the
Name* Offered Notes** Offering***
- -------------------------- --------------- ----------- -----------------
Univest Convertible Arbitrage
Fund II L.T.D.(16) 350,000 16,447 0
Waterstone Market Neutral
Fund, L.P.(17) 793,000 37,265 0
Waterstone Market Neutral
MAC51, Ltd.(18) 1,000,000 46,992 0
Waterstone Market Neutral
Offshore Fund, Ltd.(19) 3,985,000 187,265 0
Xavex Convertible Arbitrage
5 Fund(20) 750,000 35,244 0
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* Other selling securityholders may be identified at a later date.
Certain selling securityholders are, or are affiliates of, registered
broker-dealers. These selling securityholders have represented that they
acquired their securities in the ordinary course of business and, at the time of
the acquisition of the securities, had no agreements or understandings, directly
or indirectly, with any person to distribute the securities. Each selling
securityholder that is a registered broker-dealer is an "underwriter" within the
meaning of the Securities Act of 1933.
** Assumes conversion of all of the holder's notes at a conversion rate of
46.9925 shares of common stock per 1,000 principal amount at maturity of the
notes. This conversion rate is subject to adjustment as described under
"Description of Notes--Conversion Rights." As a result, the number of shares of
common stock issuable upon conversion of the notes may change in the future.
Excludes any additional shares of common stock that may be issued by us upon the
repurchase of the notes and fractional shares. Holders will receive a cash
adjustment for any fractional share amount resulting from conversion of the
notes, as described under "Description of Notes--Conversion Rights" in the
prospectus.
*** Based on the outstanding shares of Vishay as of March 25, 2004, none of
the selling securityholders would beneficially own in excess of 1% of the
outstanding shares following the sale of securities in the offering.
1 Context Capital Management, LLC is the general partner of Context
Convertible Arbitrage Fund, LP. Michael Rosen and William Fertig are the
managing members of Context Capital and as such have voting and dispositive
power over the securities held by the fund. Messrs. Rosen and Fertig and Context
Capital disclaim beneficial ownership of the securities held by the fund except
for their pecuniary interest therein. The information set forth in the table
relating to Context Convertible Arbitrage Fund, LP is as of March 12, 2004.
2 Context Capital Management, LLC acts as the investment manager for Context
Convertible Arbitrage Offshore, LTD with respect to the securities indicated in
the table and as such has voting and dispositive power over the securities held
by the fund. Michael Rosen and William Fertig are the managing members of
Context Capital and the portfolio managers for the fund on behalf of Context
Capital. Messrs. Rosen and Fertig and Context Capital disclaim beneficial
ownership of the securities held by the fund. The information set forth in the
table relating to Context Convertible Arbitrage Offshore, LTD is as of March 12,
2004.
3 Michael J. Carusillo and Clayton Struve are the managing members of CSS,
LLC and as such have voting and dispositive power over the securities held by
CSS. Messrs. Carusillo and Struve disclaim beneficial ownership
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of the securities held by CSS, except for their pecuniary interest therein. CSS,
LLC is a registered broker-dealer. The information set forth in the table
relating to CSS, LLC is as of March 9, 2004.
4 Ramius Capital Group, LLC acts as the investment manager for Guggenheim
Portfolio Co. XV, LLC with respect to the securities indicated in the table and
as such has voting and dispositive power over the securities held by the fund.
Peter Cohen, Thomas Strauss and Morgan Stark are the managing members of Ramius
Capital and the portfolio managers for the fund on behalf of Ramius Capital.
Messrs. Cohen, Strauss and Stark and Ramius Capital disclaim beneficial
ownership of the securities held by the fund. The information set forth in the
table relating to Guggenheim Portfolio Co. XV, LLC is as of March 3, 2004.
5 Pursuant to an investment management agreement, HBK Investments L.P. acts
as the investment manager for HBK Master Fund L.P. and as such, has sole voting
and dispositive power over the securities held by the fund, including the
securities indicated in the table. Kenneth M. Hirsch, Laurence H. Lebowitz,
William E. Rose, Richard L. Booth, David C. Haley and Jamiel A. Akhtar share
control over HBK Investments. Messrs. Hirsch, Lebowitz, Rose, Booth, Haley and
Akhtar disclaim beneficial ownership of the securities held by the fund. HBK
Master Fund L.P. is an affiliate of HBK Global Securities L.P., a registered
broker-dealer. The information set forth in the table relating to HBK Master
Fund is as of March 15, 2004.
6 Context Capital Management, LLC acts as the investment manager for
Lyxor/Context Fund LTD with respect to the securities indicated in the table and
as such has voting and dispositive power over the securities held by the fund.
Michael Rosen and William Fertig are the managing members of Context Capital and
the portfolio managers for the fund on behalf of Context Capital. Messrs. Rosen
and Fertig and Context Capital disclaim beneficial ownership of the securities
held by the fund. Lyxor/Context Fund LTD is an affiliate of Societe Generale, a
registered broker-dealer. The information set forth in the table relating to
Lyxor/Context Fund LTD is as of March 12, 2004.
7 Context Capital Management, LLC acts as the investment manager for
National Bank of Canada with respect to the securities indicated in the table
and as such has voting and dispositive power over the securities held by the
bank. Michael Rosen and William Fertig are the managing members of Context
Capital and the portfolio managers for the bank on behalf of Context Capital.
Messrs. Rosen and Fertig and Context Capital disclaim beneficial ownership of
the securities held by the bank. National Bank of Canada is an affiliate of
Putnam Lovell, a registered broker-dealer. The information set forth in the
table relating to National Bank of Canada is as of March 12, 2004.
8 Ramius Capital Group, LLC acts as the investment manager for Ramius
Capital Group with respect to the securities indicated in the table and as such
has voting and dispositive power over the securities held by Ramius Capital
Group. Peter Cohen, Thomas Strauss and Morgan Stark are the managing members of
Ramius Capital Group LLC and the portfolio managers for Ramius Capital Group.
Messrs. Cohen, Strauss and Stark and Ramius Capital disclaim beneficial
ownership of the securities held by Ramius Capital Group. The information set
forth in the table relating to Ramius Capital Group is as of March 3, 2004.
9 Ramius Capital Group, LLC acts as the investment manager for Ramius Master
Fund, LTD with respect to the securities indicated in the table and as such has
voting and dispositive power over the securities held by the fund. Peter Cohen,
Thomas Strauss and Morgan Stark are the managing members of Ramius Capital and
the portfolio managers for the fund. Messrs. Cohen, Strauss and Stark and Ramius
Capital disclaim beneficial ownership of the securities held by the fund. The
information set forth in the table relating to Ramius Master Fund, LTD is as of
March 3, 2004.
10 Ramius Capital Group, LLC acts as the investment manager for Ramius
Partners II, LP with respect to the securities indicated in the table and as
such has voting and dispositive power over the securities held by the fund.
Peter Cohen, Thomas Strauss and Morgan Stark are the managing members of Ramius
Capital and the portfolio managers for the fund. Messrs. Cohen, Strauss and
Stark and Ramius Capital disclaim beneficial ownership of the securities held by
the fund. The information set forth in the table relating to Ramius Partners II,
LP is as of March 3, 2004.
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11 Ramius Capital Group, LLC acts as the investment manager for Ramius, LP
with respect to the securities indicated in the table and as such has voting and
dispositive power over the securities held by the fund. Peter Cohen, Thomas
Strauss and Morgan Stark are the managing members of Ramius Capital and the
portfolio managers for the fund. Messrs. Cohen, Strauss and Stark and Ramius
Capital disclaim beneficial ownership of the securities held by the fund. The
information set forth in the table relating to Ramius, LP is as of March 3,
2004.
12 Ramius Capital Group, LLC acts as the investment manager for RCG Baldwin,
LP with respect to the securities indicated in the table and as such has voting
and dispositive power over the securities held by the fund. Peter Cohen, Thomas
Strauss and Morgan Stark are the managing members of Ramius Capital and the
portfolio managers for the fund. Messrs. Cohen, Strauss and Stark and Ramius
Capital disclaim beneficial ownership of the securities held by the fund. The
information set forth in the table relating to RCG Baldwin, LP is as of March 3,
2004.
13 Ramius Capital Group, LLC acts as the investment manager for RCG Latitude
Master Fund, LTD with respect to the securities indicated in the table and as
such has voting and dispositive power over the securities held by the fund.
Peter Cohen, Thomas Strauss and Morgan Stark are the managing members of Ramius
Capital and the portfolio managers for the fund. Messrs. Cohen, Strauss and
Stark and Ramius Capital disclaim beneficial ownership of the securities held by
the fund. The information set forth in the table relating to RCG Latitude Master
Fund, LP is as of March 3, 2004.
14 Ramius Capital Group, LLC acts as the investment manager for RCG Multi
Strategy Master Fund, LTD with respect to the securities indicated in the table
and as such has voting and dispositive power over the securities held by the
fund. Peter Cohen, Thomas Strauss and Morgan Stark are the managing members of
Ramius Capital and the portfolio managers for the fund. Messrs. Cohen, Strauss
and Stark and Ramius Capital disclaim beneficial ownership of the securities
held by the fund. The information set forth in the table relating to RCG Multi
Strategy Master Fund, LTD is as of March 3, 2004.
15 Context Capital Management, LLC acts as the investment manager for Royal
Bank of Canada (Norshield) with respect to the securities indicated in the table
and as such has voting and dispositive power over the securities held by the
bank. Michael Rosen and William Fertig are the managing members of Context
Capital and the portfolio managers for the bank on behalf of Context Capital.
Messrs. Rosen and Fertig and Context Capital disclaim beneficial ownership of
the securities held by the bank. Royal Bank of Canada (Norshield) is an
affiliate of RBC Capital Markets Corporation, a registered broker-dealer. The
information set forth in the table relating to Royal Bank of Canada is as of
March 12, 2004.
16 Context Capital Management, LLC acts as the investment manager for Univest
Convertible Arbitrage Fund II L.T.D. (Norshield) with respect to the securities
indicated in the table and as such has voting and dispositive power over the
securities held by the fund. Michael Rosen and William Fertig are the managing
members of Context Capital and the portfolio managers for the fund on behalf of
Context Capital. Messrs. Rosen and Fertig and Context Capital disclaim
beneficial ownership of the securities held by the fund. The information set
forth in the table relating to Univest Convertible Arbitrage Fund II L.T.D.
(Norshield) is as of March 12, 2004.
17 Waterstone Capital Management, L.P. acts as the investment manager for the
Waterstone Market Neutral Fund, L.P. with respect to the securities indicated in
the table and as such has voting and dispositive power over the securities held
by the fund. Shawn Bergerson is the managing member of Waterstone Capital and
the portfolio manager for the fund. Mr. Bergerson and Waterstone Capital
disclaim beneficial ownership of the securities held by the fund. The
information set forth in the table relating to Waterstone Market Neutral Fund,
L.P. is as of March 10, 2004.
18 Waterstone Capital Management, L.P. acts as the investment manager for
Waterstone Market Neutral MAC51, Ltd. with respect to the securities indicated
in the table and as such has voting and dispositive power over the securities
held by the fund. Shawn Bergerson is the managing member of Waterstone Capital
and the portfolio manager for the fund. Mr. Bergerson and Waterstone Capital
disclaim beneficial ownership of the securities held by
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the fund. The information set forth in the table relating to Waterstone Market
Neutral MAC51, Ltd. is as of March 10, 2004.
19 Waterstone Capital Management, L.P. acts as the investment manager for the
Waterstone Market Neutral Offshore Fund, Ltd. with respect to the securities
indicated in the table and as such has voting and dispositive power over the
securities held by the fund. Shawn Bergerson is the managing member of
Waterstone Capital and the portfolio manager for the fund. Mr. Bergerson and
Waterstone Capital disclaim beneficial ownership of the securities held by the
fund. The information set forth in the table relating to Waterstone Market
Neutral Offshore Fund, L.P. is as of March 10, 2004.
20 Ramius Capital Group, LLC acts as the investment manager for Xavex
Convertible Arbitrage 5 Fund with respect to the securities indicated in the
table and as such has voting and dispositive power over the securities held by
the fund. Peter Cohen, Thomas Strauss and Morgan Stark are the managing members
of Ramius Capital and the portfolio managers for the fund on behalf of Ramius
Capital. Messrs. Cohen, Strauss and Stark and Ramius Capital disclaim beneficial
ownership of the securities held by the fund. The information set forth in the
table relating to Xavex Convertible Arbitrage 5 Fund is as of March 3, 2004.
Except as a selling securityholder, and as described above in this
prospectus supplement, no selling securityholder listed in the above table has
had any material relationship with us or any of our affiliates within the past
three years.
6