UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 2, 1998
VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7416 38-168645 3
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
63 Lincoln Highway, Malvern, PA 19355
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 644-1300
Not Applicable
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(Former name or former address, if changed since last report)
The Exhibit Index is on Page .
Page 1 of Pages
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 2, 1998, Vishay Intertechnology, Inc., a Delaware corporation
("Vishay"), consummated a Stock Purchase Agreement, dated December 16, 1997, by
and among Vishay, Daimler-Benz Technology Corporation, a wholly-owned subsidiary
of Daimler-Benz AG (the "U.S. Seller"), TEMIC TELEFUNKEN microelectronic GmbH
(the "German Seller"), Delengate Limited, Daimler-Benz Aerospace
Aktiengesellschaft, Vishay TEMIC Semiconductor Acquisition Holdings Corp. (the
"U.S. Purchaser") and "PAMELA" Verwaltungsgesellschaft GmbH (the "German
Purchaser"), whereby Vishay acquired (i) through its wholly-owned subsidiary,
the U.S. Purchaser, 80.4% of the issued and outstanding shares of capital stock
of Siliconix Incorporated, a Delaware corporation, from the U.S. Seller (the
"U.S. Acquisition") and (ii) through its majority-owned subsidiary, the German
Purchaser, 100% of the issued and outstanding shares of capital stock of TEMIC
Semiconductor GmbH ("TEMIC") from the German Seller (the "German Acquisition,"
together with the U.S. Acquisition, the "Acquisitions").
The total consideration for the Acquisitions was approximately
$500,000,000. TEMIC's and Siliconix's businesses involve the design, manufacture
and sale of integrated circuits (the "IC Division") and discrete active
components. On March 4, 1998, Vishay sold (subject to satisfaction of certain
foreign regulatory approvals) the IC Division to Atmel Corporation for
approximately $110,000,000 and Ericsson Radio Systems AB exercised its option to
purchase the IC Division of Dialogue Semiconductors Ltd., a subsidiary of TEMIC,
for approximately $30,000,000. The discrete active components business is
conducted primarily in the United States in California, Germany, Austria and
Asia. Vishay has no current intention to change the nature of the discrete
active components business.
The purchase price was funded from a $1.1 billion revolving credit
facility made available to Vishay under the (i) Vishay Intertechnology, Inc.
$825,000,000 Long Term Revolving Credit Agreement, dated as of March 2, 1998
(the "LT Agreement"), and (ii) Vishay Intertechnology, Inc. $275,000,000 Short
Term Revolving Credit Agreement, dated as of March 2, 1998 (the "ST Agreement"
and collectively with the LT Agreement, the "Loan Agreements") each by and among
Vishay, Comerica Bank, NationsBanc Montgomery Securities LLC and the other banks
signatory thereto (collectively, the "Banks"), and Comerica Bank, as
administrative agent for the Banks (the "Agent"). The Loan Agreements replace
all prior loans made to Vishay by the Banks.
The LT Agreement provides for a $825,000,000 loan, comprising a
revolving credit facility and a swing line facility that mature on March 2,
2003, subject to Vishay's right to
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request year-to-year renewals. The 364-day ST Agreement provides for a
$275,000,000 revolving credit facility that matures on March 1, 1999, subject to
Vishay's right to request an initial three month extension and if granted
subsequent year-to-year renewals. Borrowings under the Loan Agreements will bear
interest at variable rates based, at the option of Vishay, on the prime rate or
a eurocurrency rate and in the case of any swing line advance, the quoted rate.
The borrowings under the Loan Agreements are secured by certain pledges of stock
in certain significant Subsidiaries and indirect Subsidiaries of Vishay and
certain guaranties by significant Subsidiaries. Financial covenants are similar
to those contained in the prior loan agreement with the Banks.
The foregoing is a summary of certain terms of the Loan Agreements and
is qualified in its entirety by reference to (i) each of the Loan Agreements and
(ii) certain other loan documents, copies of which are annexed as exhibits to
this Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is presently impracticable to provide the financial statements
required to be included in this Current Report on Form 8-K with respect to the
businesses acquired. Such financial statements will be filed under cover of Form
8-K/A as soon as practicable.
(b) PRO FORMA FINANCIAL INFORMATION.
It is presently impracticable to provide the pro forma financial
information required to be included in this Current Report on Form 8-K/A with
respect to the acquired assets. Such pro forma financial information will be
filed under cover of Form 8 as soon as practicable.
(c) EXHIBITS.
2.1 Stock Purchase Agreement, dated December 16, 1997, by
and among Vishay Intertechnology, Inc., Daimler-Benz
Technology Corporation, a wholly-owned subsidiary of
Daimler-Benz AG, TEMIC TELEFUNKEN microelectronic GmbH,
Delengate Limited, Daimler-Benz Aerospace
Aktiengesellschaft, Vishay TEMIC Semiconductor
Acquisition Holdings Corp. and "PAMELA"
Verwaltungsgesellschaft GmbH (incorporated herein by
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reference to Exhibit A filed as part of the Company's Schedule
13D filed December 24, 1997).
2.2 Share Sale and Transfer Agreement, between "PAMELA"
Verwaltungsgesellshaft GmbH, Vishay Intertechnology, Inc.,
ATMEL Corporation and ATMEL Holding GmbH I.G.
10.1 Vishay Intertechnology, Inc. $825,000,000 Long Term Revolving
Credit Agreement, dated as of March 2, 1998, by and among
Vishay, Comerica Bank, NationsBanc Montgomery Securities LLC
and the other banks signatory thereto, and Comerica Bank, as
administrative agent.
10.2 Vishay Intertechnology, Inc. $275,000,000 Short Term Revolving
Credit Agreement, dated as of March 2, 1998, by and among
Vishay, Comerica Bank, NationsBanc Montgomery Securities LLC
and the other banks signatory thereto, and Comerica Bank, as
administrative agent.
10.3 Company Guaranty (Long Term), dated March 2, 1998, by
Vishay Intertechnology, Inc. to Comerica Bank, as
adminstrative agent.
10.4 Domestic Guaranty (Long Term), dated March 2, 1998, by the
Guarantors signtory thereto to Comercia Bank, as
administrative agent.
10.5 Foreign Guaranty (Long Term), dated March 2, 1998, by the
Guarantors signatory thereto to Comerica Bank, as
administrative agent.
10.6 Company Guaranty (Short Term), dated March 2, 1998, by
Vishay Intertechnology, Inc. to Comerica Bank, as
adminstrative agent.
10.7 Domestic Guaranty (Short Term), dated March 2, 1998, by the
Guarantors signatory thereto to Comerica Bank, as
adminstrative agent.
10.8 Permitted Borrower Addendum, dated March 2, 1998, by "PAMELA"
Verwaltungsgesellschaft GmbH.
10.9 Permitted Borrower Addendum, dated March 2, 1998, by Vishay
Electronic GmbH.
10.10 Permitted Borrower Addendum, dated March 2, 1998, by Vishay
Europe GmbH.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Richard N. Grubb
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Name: Richard N. Grubb
Title: Vice President,
Treasurer and CFO
Date: March 17, 1998
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EXHIBITS TO
FORM 8-K
VISHAY INTERTECHNOLOGY, INC.
EXHIBIT INDEX
Sequential
Page Number
(2.1) Stock Purchase Agreement, dated December 16, n/a
1997, by and among Vishay, Daimler-Benz
Technology Corporation, a wholly-owned
subsidiary of Daimler-Benz AG, TEMIC
TELEFUNKEN microelectronic GmbH, Delengate
Limited, Daimler-Benz Aerospace
Aktiengesellschaft, Vishay TEMIC
Semiconductor Acquisition Holdings Corp. and
"PAMELA" Verwaltungsgesellschaft GmbH
(incorporated herein by reference to Exhibit
A filed as part of the Company's Schedule 13D
filed December 24, 1997).
(2.2) Share Sale and Transfer Agreement, between 9
"PAMELA" Verwaltungsgesellshaft GmbH, Vishay
Intertechnology, Inc., ATMEL Corporation
and ATMEL Holding GmbH I.G.
(10.1) Vishay Intertechnology, Inc. $825,000,000 44
Long Term Revolving Credit Agreement, dated
as of March 2, 1998, by and among Vishay,
Comerica Bank, NationsBanc Montgomery
Securities LLC and the other banks signatory
thereto, and Comerica Bank, as administrative
agent.
(10.2) Vishay Intertechnology, Inc. $275,000,000 184
Short Term Revolving Credit Agreement, dated
as of March 2, 1998, by and among Vishay,
Comerica Bank, NationsBanc Montgomery
Securities LLC and the other banks signatory
thereto, and Comerica Bank, as administrative
agent.
(10.3) Company Guaranty (Long Term), dated March 2, 303
1998, by Vishay Intertechnology, Inc. to
Comerica Bank, as adminstrative agent.
(10.4) Domestic Guaranty (Long Term), dated March 2, 311
1998, by the Guarantors signtory thereto to
Comercia Bank, as administrative agent.
(10.5) Foreign Guaranty (Long Term), dated March 2, 326
1998, by the Guarantors signatory thereto to
Comerica Bank, as administrative agent.
(10.6) Company Guaranty (Short Term), dated March 2, 344
1998, by Vishay Intertechnology, Inc. to
Comerica Bank, as adminstrative agent.
(10.7) Domestic Guaranty (Short Term), dated March 352
2, 1998, by the Guarantors signatory thereto
to Comerica Bank, as adminstrative agent.
(10.8) Permitted Borrower Addendum, dated March 2, 366
1998, by "PAMELA" Verwaltungsgesellschaft
GmbH.
(10.9) Permitted Borrower Addendum, dated March 2, 369
1998, by Vishay Electronic GmbH.
(10.10) Permitted Borrower Addendum, dated March 2, 372
1998, by Vishay Europe GmbH.