SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Materials Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
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GENERAL SEMICONDUCTOR, INC.
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(Name of Registrant as Specified In Its Charter)
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GENERAL SEMICONDUCTOR, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee Required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.[FN1]
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4) Proposed maximum aggregate value of transaction:
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1 Set forth the amount on which the filing fee is calculated and
state how it was determined
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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On August 1, 2001, General Semiconductor, Inc. ("General Semiconductor"or
the "Company"), a Delaware corporation, announced that it had entered into
an Agreement and Plan of Merger (the "Merger Agreement") by and among
General Semiconductor, Vishay Intertechnology, Inc., a Delaware corporation
("Vishay") and Vishay Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Vishay ("Merger Sub"), dated as of July 31,
2001, pursuant to which, among other things, Merger Sub will be merged with
and into General Semiconductor (the "Merger") with General Semiconductor
continuing as the surviving corporation following the Merger.
In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of
1934, as amended, the information concerning persons who may be deemed
participants is as follows:
General Semiconductor, its executive officers and directors named below may
be deemed to be participants in the solicitation of proxies for the special
meeting of General Semiconductor stockholders to be held in accordance with
the terms of the Merger Agreement to consider and vote on a proposal to
adopt and approve the Merger Agreement and the Merger:
Ronald A. Ostertag, Chairman of the Board of Directors, President and Chief
Executive Officer; W. John Nelson, Chief Operating Officer; Robert J.
Gange, Senior Vice president and Chief Financial officer; and Stephen B.
Paige, Senior Vice President, General Counsel and Secretary;
Mr. Ostertag is the only director who is also an executive officer of the
Company. General Semiconductor's other directors are: C. Scott Kulicke;
Ronald Rosenweig; Peter A. Schwartz; and Samuel L. Simmons.
The number of shares of General Semiconductor common stock beneficially
owned by each of these persons other than Mr. Gange, as of March 14, 2001,
is set forth in the Proxy Statement for General Semiconductor's 2001 Annual
Meeting of Stockholders and is incorporated herein by reference. Mr. Gange
beneficially owned, as of August 10, 2001, 71,044 shares of General
Semiconductor common stock.
General Semiconductor is also party to employment agreements with its
executive officers which provide that, upon the occurrence of specific
events following a change in control of General Semiconductor, the
executive officers may be entitled to receive compensation and other
payments. Additionally, General Semiconductor's executive officers have
options to acquire shares of General Semiconductor's common stock, some of
which are unvested as of the date hereof. These options will vest upon a
change in control of General Semiconductor.
NOTE TO STOCKHOLDERS: In connection with the Merger, General Semiconductor
will be filing a definitive proxy statement with the Securities and
Exchange Commission. SECURITY HOLDERS OF GENERAL SEMICONDUCTOR ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT
CONTAINS IMPORTANT INFORMATION REGARDING THE MERGER. Investors and security
holders may obtain a free copy of the definitive proxy statement when it
becomes available and other documents filed by General Semiconductor and by
Vishay with the Securities and Exchange Commission in connection with the
Merger at the Securities and Exchange Commission's website at www.sec.gov.
Security holders of General Semiconductor may also obtain for free a copy
of the definitive proxy statement when it becomes available and other
documents filed with the Securities and Exchange Commission by General
Semiconductor in connection with the Merger by contacting General
Semiconductor, Investor Relations, (631) 847-3000. Security holders of
General Semiconductor may also obtain for free documents filed with the
Securities and Exchange Commission by Vishay in connection with the Merger
by contacting Vishay, Investor Relations, (610) 644-1300.
CAUTIONARY STATEMENT
Certain information in this document concerning the Merger is
forward-looking. Certain information in this document concerning General
Semiconductor's business may also be forward-looking, including the future
business prospects for General Semiconductor, expectations as to the future
impact of certain actions and plans General Semiconductor intends to
implement in its business. Forward-looking information is based on
management's estimates, assumptions and projections, and is subject to
significant uncertainties, many of which are beyond General Semiconductor's
control. Important risk factors could cause the actual future results to
differ materially from those currently estimated by management. Risk
factors that could materially affect statements made concerning the Merger
include, but are not limited to: the timely receipt of necessary
stockholder, regulatory and other consents and approvals needed to complete
the transaction, which could be delayed for a variety of reasons related or
not related to the transaction itself; and the fulfillment of all of the
closing conditions specified in the Merger Agreement and other transaction
documents. For further discussion of important risk factors that may
materially affect management's estimates, General Semiconductor's results
and the forward-looking statements herein, please see the risk factors
contained in General Semiconductor's SEC filings. You also should read
those filings, particularly General Semiconductor's Annual Report on Form
10-K for the year ended December 31, 2000 and its Quarterly Reports on Form
10-Q for the periods ended March 31, 2001 and June 30, 2001, filed with the
SEC, for a discussion of General Semiconductor's results of operations and
financial condition.
The following is the text of a press release issued by the Company on
August 17, 2001:
INVESTOR CONTACT:
Tim Iris
Phone: (631) 847-3169
tiris@gensemi.com
MEDIA CONTACTS:
George Sard/David Reno/Jonas Leddington
Citigate Sard Verbinnen
Phone: (212) 687-8080
FOR IMMEDIATE RELEASE
GENERAL SEMICONDUCTOR ANNOUNCES DETAILS OF
RESTRUCTURING PLAN
Expects Annualized Cost Savings of $25 million; Will Take Third Quarter Charge
MELVILLE, NY - August 17, 2001 - General Semiconductor, Inc. (NYSE: SEM), a
leading manufacturer of power management devices, today announced details
of the restructuring plan outlined in its July 19 press release.
The Company expects total annualized cost savings of approximately $25
million and expects to take pre-tax charges in the third quarter of up to
$60 million, including severance, non-cash asset impairment, exit costs and
other expenses.
In response to the weak economic environment and unprecedented declines in
end-market demand, the Company has decided to close its facility in
Macroom, Ireland, which manufactures transient voltage suppression (TVS)
diodes and rectifiers. General Semiconductor will transfer the majority of
these product lines to its Taiwan and China facilities, while outsourcing
production of certain other products to subcontractors. The Macroom
facility employs 670 people, or 13% of the Company's workforce. The Company
expects a phased exit from the facility by the year-end.
In addition, General Semiconductor has instituted cost reduction programs
at all of its facilities and offices worldwide. The Company will outsource
certain mature product lines to subcontractors and make additional
headcount reductions totaling approximately 3% of General Semiconductor's
workforce. Furlough programs have been implemented at both factory and
office locations worldwide. The programs announced today combined with
actions taken in the first half of the year are expected to reduce the
Company's workforce by approximately 23% from the 5,700 employed at
December 31, 2000.
Ronald A. Ostertag, Chairman and Chief Executive, said, "This has been a
very difficult decision for the Corporation and I am personally
disappointed that our business in Macroom will be closed after 20 years.
Today's actions will make us a stronger, more profitable company by
aligning cost structure with demand, ensuring the long-term viability of
the product lines currently manufactured at our Macroom facility and
creating a more efficient order through delivery process. Furthermore, we
will retain our ability to meet anticipated demand when a market upturn
occurs.
"The semiconductor market's unprecedented downturn made the steps taken
today a necessary business decision. Nevertheless, these choices are
difficult for everyone involved, and all of us at General Semiconductor
want to thank all our employees from Macroom and around the world for their
contributions and talented service over the years."
Ostertag concluded, "These changes, which were already under consideration
prior to our announced merger agreement with Vishay Intertechnology, will
hasten our eventual integration with Vishay and better position the
combined company for future growth."
On August 1, General Semiconductor and Vishay Intertechnology announced a
definitive merger agreement under which Vishay will acquire General
Semiconductor in a tax-free, all-stock transaction. Under the terms of the
agreement, shareholders of General Semiconductor will receive 0.563 shares
of Vishay for each General Semiconductor share.
About General Semiconductor
General Semiconductor, Inc. is a leader in the design, manufacture and
distribution of semiconductors serving the power management market. The
Company provides customers with a broad array of products including
rectifiers, transient voltage suppressors, small-signal transistors,
diodes, MOSFETs and Analog ICs. Its global customer base includes original
equipment manufacturers, electronic distributors and contract equipment
manufacturers. Key market segments for its products include automotive,
computer, consumer and telecommunications.
The information set forth above includes "forward-looking" information and,
accordingly, the cautionary statements contained in Exhibit 99 to the
Company's Form 10-K and 10-Q filings with the Securities and Exchange
Commission are incorporated herein by reference. General Semiconductor's
actual results could differ materially from the "forward-looking"
information in this press release.