EXHIBIT 1
AMENDMENT NO. 2
AMENDENT NO. 2, dated as of July 31, 2001 ("Amendment No. 2"), to the
Rights Agreement, dated as of January 6, 1997, as amended by Amendment No.
1, dated as of March 10, 1999, between General Semiconductor, Inc., a
Delaware corporation (formerly known as General Instrument Corp.) (the
"Company"), and Mellon Investor Services LLC, a New Jersey limited
liability company (formerly known as ChaseMellon Shareholder Services,
L.L.C.) (the "Rights Agent") (as amended, the "Rights Agreement").
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend the Rights
Agreement in accordance with Section 27 thereof; and
WHEREAS, the Company, Vishay Intertechnology, Inc., a Delaware
corporation ("Vishay"), and Vishay Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Vishay ("Merger Sub"),
contemplate entering into an Agreement and Plan of Merger ("the Merger
Agreement") pursuant to which, among other things, Merger Sub will merge
with and into the Company (the "Merger") and become a subsidiary of Vishay;
and
WHEREAS, the Board of Directors of the Company has determined that an
amendment to the Rights Agreement as set forth herein is necessary and
desirable in connection with the execution and delivery of the Merger
Agreement and is consistent with the objectives of the Board of Directors
of the Company in adopting the Rights Agreement, and the Company and Rights
Agent desire to evidence such amendment in writing; and
WHEREAS, all acts and things necessary to make this Amendment valid
and enforceable have been performed and done, and the execution and
delivery of this Amendment No. 2 by the Company and the Rights Agent have
been in all respects duly authorized by the Company and the Rights Agent.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties thereto agree as follows:
1. The Rights Agreement is hereby amended as follows:
(i) Amendment of Section 1. Section 1 of the Rights Agreement is
supplemented to add the following definitions in the appropriate locations:
"Merger Sub" shall have the meaning set forth in the
Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of July 31, 2001, by and among Vishay
Intertechnology, Inc., Vishay Acquisition Corp. and
General Semiconductor, Inc., as it may be amended from
time to time.
"Merger" shall have the meaning set forth in the Merger
Agreement.
(ii) Amendment of the definition of "Acquiring Person". The
second sentence of the definition of "Acquiring Person" in subsection 1(a)
of the Rights Agreement is amended and restated in its entirety as follows:
Notwithstanding the foregoing, (i) the term "Acquiring
Person" shall not include (A) the Company, (B) any
Subsidiary of the Company, (C) any employee benefit
plan of the Company or of any Subsidiary of the
Company, (D) any Person or entity organized, appointed
or established by the Company for or pursuant to the
terms of any such plan acting in such capacity, (E) any
FLC Entity, provided that the FLC Entities may acquire
the Beneficial Ownership of additional Common Shares to
the extent the percentage of Common Shares Beneficially
Owned by them in the aggregate, after giving effect to
such acquisition, does not exceed 20% of the then
Outstanding Common Shares of the Company , or (F)
Vishay Intertechnology, Inc., Vishay Acqusition Corp.
and their Affiliates and Associates to the extent any
such Person described in this clause (F) becomes the
Beneficial Owner of Common Shares by reason of the
execution of the Merger Agreement or the consummation
of the Merger; and (ii) no Person shall become an
"Acquiring Person" (x) as a result of the acquisition
of Common Shares by the Company which, by reducing the
number of Common Shares outstanding, increases the
proportional number of shares beneficially owned by
such Person together with all Affiliates and Associates
of such Person, provided, that if (1) a Person would
become an Acquiring Person (but for the operation of
this clause (x)) as a result of the acquisition of
Common Shares by the Company, and (2) after such share
acquisition by the Company, such Person, or an
Affiliate or Associate of such Person, becomes the
Beneficial Owner of any additional Common Shares, then
such Person shall be deemed an Acquiring Person, or (y)
if (1) within five Business Days after such Person
would otherwise have become or, if such Person did so
inadvertently, after such Person discovers that such
Person would otherwise have become, an Acquiring Person
(but for the operation of this clause (y)), such Person
notifies the Board that such Person did so
inadvertently, and (2) within two Business Days after
such notification (or such greater period of time as
may be determined by action of the Board, but in no
event greater than five Business Days), such Person
divests itself of a sufficient number of Common Shares
so that such Person is the Beneficial Owner of such
number of Common Shares that such Person no longer
would be an Acquiring Person.
(iii) Amendment of the definition of "Distribution Date".
Subsection 3(a) shall be amended by adding the following sentence at the
end thereof:
Notwithstanding anything in this Agreement to the
contrary, a Distribution Date shall not be deemed to
have occurred as the result of (i) the execution of the
Merger Agreement, (ii) the announcement of the Merger
or any of the other transactions contemplated in the
Merger Agreement, or (iii) the consummation of the
Merger.
(iv) Amendment of the definition of "Shares Acquisition Date".
The definition of "Shares Acquisition Date" in Section 1 of the Rights
Agreement is amended by adding the following sentence at the end thereof:
Notwithstanding anything in this Agreement to the
contrary, a Shares Acquisition Date shall not be deemed
to have occurred as the result of (i) the execution of
the Merger Agreement, (ii) the announcement of the
Merger or any of the other transactions contemplated in
the Merger Agreement, or (iii) the consummation of the
Merger.
(v) Amendment of Expiration Date of Rights. Subsection 7(a) of
the Rights Agreement is amended by adding the following sentence at the end
thereof:
Notwithstanding the foregoing, the Rights shall expire
immediately prior to the consummation of the Merger
unless earlier redeemed by the Company.
(vi) Amendment of Exhibit C to the Rights Agreement - Summary of
Rights to Purchase Preferred Shares. The second paragraph of Exhibit C to
the Rights Agreement (disregarding as a paragraph the capitalized legend at
the beginning thereof) is amended and restated in its entirety to read as
follows:
The Rights are attached to all certificates
representing outstanding Common Shares, and no separate
Right Certificates (as hereinafter defined) have been
distributed. The Rights will separate from the Common
Shares on the earliest to occur of (i) the first date
of public announcement that a person or "group" (other
than (a) FLC Entities (as hereinafter defined) to the
extent FLC Entities, individually or as a group,
beneficially own no more than 20% of the then
outstanding Common Shares or (b) Vishay
Intertechnology, Inc., Vishay Acqusition Corp. and
their affiliates and associates to the extent any such
person has acquired beneficial ownership of Common
Shares by reason of the execution of the Agreement and
Plan of Merger (the "Merger Agreement") by and among
Vishay Intertechnology, Inc., Vishay Acquisition Corp.
and the Company, dated as of July 31, 2001, or the
consummation of the merger contemplated thereby (the
"Merger") has acquired beneficial ownership of 15% or
more of the outstanding Common Shares (except pursuant
to a Permitted Offer, as hereinafter defined); or (ii)
ten (10) business days (or such later date as the Board
of Directors of the Company may determine) following
the commencement of, or announcement of an intention to
commence, a tender offer or exchange offer the
consummation of which would result in a person or group
becoming an Acquiring Person (as hereinafter defined)
(the earliest of such dates being called the
"Distribution Date"). A person or group whose
acquisition of Common Shares causes a Distribution Date
pursuant to clause (i) above is an "Acquiring Person".
The first date of public announcement that a person or
group has become an Acquiring Person is the "Shares
Acquisition Date". Notwithstanding anything in the
Rights Agreement to the contrary, neither a
Distribution Date nor a Shares Acquisition Date shall
be deemed to have occurred as the result of (x) the
execution of the Merger Agreement, (y) the announcement
of the Merger or any of the other transactions
contemplated in the Merger Agreement, or (z) the
consummation of the Merger. "FLC Entities" means
Instrument Partners, a New York limited partnership,
Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership-IV, a New York limited
partnership, Mssrs. Theodore J. Forstmann, Nicholas C.
Forstmann, Wm. Brian Little, Winston W. Hutchins and
Steven B. Klinsky, and their Affiliates and Associates
who or which are considered as one Person and
references to the FLC Entities include any or all such
persons.
(vii) All references in the Rights Agreement (including the
Exhibits thereto) shall, from and after the date hereof, refer to the
Rights Agreement as amended by Amendment No. 1 and this Amendment No.2.
2. Effectiveness. Each party hereto represents and warrants that (i)
the execution, delivery and performance of this Amendment No. 2 by such
party have been duly authorized by all necessary corporate actions and (ii)
this Amendment No. 2 constitutes a valid and binding agreement of such
party. This Amendment No. 2 shall become effective as of the date first
above written. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment, but shall remain in full force and
effect.
3. Counterparts. This Amendment No. 2 may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but
one and the same instrument.
4. Governing Law. This Amendment No. 2 shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such
State applicable to contracts made and to be performed entirely within such
State.
[Signature Page to Amendment No. 2 to the Rights Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be duly executed and attested, all as of the date and year first above
written.
GENERAL SEMICONDUCTOR, INC.
By:
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Name:
Title:
MELLON INVESTORS SERVICES LLC
By:
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Name:
Title: