As filed with the Securities and Exchange Commission on June 4, 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
(Final Amendment)
--------------------
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: |X|
================================================================================
This Final Amendment 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 was
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 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 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding
the following:
The option expired at 5:00 p.m., New York City time, on June 3, 2004.
Holders of $169,435,000 principal amount at maturity of the LYONs exercised the
option to require Vishay to repurchase their LYONs. This represents
approximately 44% of the LYONs outstanding. Vishay elected to pay the purchase
price for the LYONs in shares of its common stock. Under the formula prescribed
by the indenture, Vishay will issue 32.6669 shares of its common stock per
$1,000 principal amount at maturity of the LYONs surrendered for purchase, or a
total of approximately 5,534,900 shares. Cash will be paid in lieu of fractional
shares.
The press releases of Vishay issued on June 3, 2004 and June 4, 2004 in
respect of the option are filed or incorporated by reference as Exhibits
(a)(5)(D) and (a)(5)(E), respectively.
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) (D) Press Release dated June 3, 2004.
(a) (5) (E) Press Release dated June 4, 2004 (incorporated by reference to
Exhibit 99.1 to Vishay's current report on Form 8-K filed on June 4,
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 4, 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) (D) Press Release dated June 3, 2004.
(a) (5) (E) Press Release dated June 4, 2004 (incorporated by reference to
Exhibit 99.1 to Vishay's current report on Form 8-K filed on June 4,
2004).
4
Exhibit (a)(5)(D)
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 SATISFACTION OF CONDITIONS
FOR REPURCHASE OF LYONS
MALVERN, PENNSYLVANIA, - June 3, 2004 - Vishay Intertechnology, Inc. (NYSE: VSH)
today announced that all conditions to the ability of Vishay to pay the purchase
price for its Liquid Yield Option(TM) Notes (LYONs) in shares of its common
stock have been satisfied.
Holders of the LYONs have the option to require Vishay to repurchase their LYONs
on the purchase date, which is June 4, 2004. 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 today, the day before the purchase date, and surrender their
LYONs to the paying agent before, on or after the purchase date.
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.
###