As filed with the Securities and Exchange Commission on June 3, 2004
==============================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
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. 3)
--------------------
Vishay Intertechnology, Inc.
(Name of subject company (issuer))
--------------------
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)
--------------------
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
--------------------
|_| 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 transaction 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: |_|
===============================================================================
This Amendment No. 3 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. The
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 12. Material to be Filed as Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibit:
(a) (5) (C) Press Release dated June 2, 2004.
- ---------------------
TM "Liquid Yield Option" and "LYON" are trademarks of Merrill Lynch & Co., Inc.
2
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: June 3, 2004
VISHAY INTERTECHNOLOGY, INC
By: /s/ Richard N. Grubb
-------------------------------
Richard N. Grubb
Executive Vice President and
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit
Number
- ------
(a)(5)(C) Press Release dated June 2, 2004.
4
Exhibit (a)(5)(C)
NEWS RELEASE
Contact: Richard N. Grubb, Executive
Vice President and Chief Financial
Officer or Robert A. Freece,
Executive Vice President
610/644-1300
FOR IMMEDIATE RELEASE
VISHAY ANNOUNCES REGISTRATION STATEMENT DECLARED EFFECTIVE
MALVERN, PENNSYLVANIA, - June 2, 2004 - Vishay Intertechnology, Inc. (NYSE: VSH)
today announced that the registration statement filed with the Securities and
Exchange Commission relating to the shares of its common stock issuable to
holders of its Liquid Yield Option(TM) Notes (LYONs) who exercise their option
to require Vishay to repurchase their LYONs on June 4, 2004 has been declared
effective.
To exercise the option, holders must deliver a purchase notice to the paying
agent at or before 5:00 p.m. New York City time on June 3, 2004, the day before
the purchase date, and surrender their LYONs to the paying agent before, on or
after the purchase date.
Vishay is required to purchase the LYONs, at the option of the holders, for a
purchase price per $1,000 principal amount at maturity of the LYONs of $602.77,
the accreted value at June 4, 2004. As permitted by the indenture governing the
LYONs, Vishay has elected to pay the purchase price in shares of its common
stock. Based upon the computational formula prescribed by the indenture, Vishay
will issue 32.6669 shares of common stock per $1,000 principal amount at
maturity of the LYONs. The ability of Vishay to pay the purchase price for the
LYONs in shares of common stock is subject to certain conditions under the
indenture, including effectiveness of the registration statement, which have or
which Vishay anticipates will be satisfied. If these conditions are not
satisfied prior to the close of business on the purchase date, Vishay will be
obligated to pay the entire purchase price in cash. Holders may specify in their
purchase notice whether in these circumstances they elect to withdraw exercise
of the option with respect to some or all of their LYONs or to receive cash. If
a holder fails to indicate its choice in these circumstances, it will receive
cash.
The paying agent for the option is The Bank of New York. Copies of the company
notice/prospectus and the purchase notice with respect to the LYONs may be
obtained from the paying agent, and questions concerning exercise of the option
and surrender of the LYONs may be directed to the paying agent, at 101 Barclay
Street, 7 - East, Corporate Trust Operations, Reorganization Unit, New York, New
York 10286, telephone 212-815-5098.
Vishay, a Fortune 1,000 Company listed on the NYSE, is one of the world's
largest manufacturers of discrete semiconductors (diodes, rectifiers,
transistors, optoelectronics, and selected ICs) and passive electronic
components (resistors, capacitors, inductors, and transducers). The Company's
components can be found in products manufactured in a very broad range of
industries worldwide. Vishay is headquartered in Malvern, Pennsylvania, and has
operations in 17 countries employing over 26,000 people. Vishay can be found on
the Internet at www.vishay.com.
###