VISHAY INTERTECHNOLOGY INC, 424B4, 1994-08-05

VISHAY INTERTECHNOLOGY INC
424B4, 1994-08-05
ELECTRONIC COMPONENTS & ACCESSORIES

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FILED PURSUANT TO RULE 424(B)(4) PROMULGATED
UNDER THE SECURITIES ACT OF 1933 (FILE NO. 33-54639)
LOGO
PROSPECTUS
2,750,000 Shares

Vishay Intertechnology, Inc.

Common Stock

All of the 2,750,000 shares of Common Stock offered hereby are being
sold by the Company. Of those shares, 2,200,000 shares (the "U.S. Shares")
are being offered in the United States and Canada (the "U.S. Offering") by
the U.S. Underwriters and 550,000 shares (the "International Shares") are
being offered concurrently outside the United States and Canada (the
"International Offering") by the Managers. The public offering price and
the underwriting discounts and commissions are identical for both the U.S.
Offering and the International Offering (collectively, the "Offering").
The Common Stock is traded on the New York Stock Exchange under the
symbol VSH. On August 4, 1994, the last sale price of the Common Stock as
reported on the New York Stock Exchange Composite Tape was $41.25 per share.
See "Price Range of Common Stock and Dividend Policy."
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
==============================================================================
Underwriting
Discounts
Price to and Proceeds to
Public Commissions (1) Company (2)
- ------------------------------------------------------------------------------
Per Share................... $41.125 $1.580 $39.545
- ------------------------------------------------------------------------------
Total(3).................... $113,093,750 $4,345,000 $108,748,750
==============================================================================
(1) See "Underwriting" for indemnification arrangements with the U.S.
Underwriters and the Managers.
(2) Before deducting expenses of the Offering payable by the Company,
estimated at $1,000,000.
(3) The Company has granted the U.S. Underwriters and the Managers 30-day
options to purchase in the aggregate up to 412,500 additional shares of
Common Stock solely to cover over-allotments, if any. If the options are
exercised in full, the total Price to Public, Underwriting Discounts and
Commissions and Proceeds to Company will be $130,057,813, $4,996,750 and
$125,061,063, respectively. See "Underwriting."
--------------------
The U.S. Shares are offered by the several U.S. Underwriters, subject to
prior sale, when, as and if delivered to and accepted by them and subject to
certain conditions, including the approval of certain legal matters by
counsel. The U.S. Underwriters reserve the right to withdraw, cancel or
modify the U.S. Offering and to reject orders in whole or in part. It is
expected that delivery of the U.S. Shares will be made against payment
therefor on or about August 11, 1994, at the offices of Bear, Stearns &
Co. Inc., 245 Park Avenue, New York, New York 10167.
--------------------

Bear, Stearns & Co. Inc.
Donaldson, Lufkin & Jenrette
Securities Corporation
Lehman Brothers
Merrill Lynch & Co.
Salomon Brothers Inc
August 4, 1994

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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

AVAILABLE INFORMATION

Vishay Intertechnology, Inc. ("Vishay" or the "Company") is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"), all of which may be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the
following Regional Offices of the Commission: Chicago Regional Office, Suite
1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois
60661-2511; and Northeast Regional Office, 7 World Trade Center, Suite 1300,
New York, NY 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Such material can
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, where the Company's Common Stock is
listed.

This Prospectus constitutes part of a Registration Statement filed by
the Company with the Commission under the Securities Act of 1933, as amended
(the "Act"). This Prospectus omits certain of the information contained in
the Registration Statement in accordance with the rules and regulations of
the Commission. Reference is hereby made to the Registration Statement and
related exhibits for further information with respect to the Company and the
Common Stock. Statements contained herein concerning the provisions of any
document are not necessarily complete and, in each instance, where a copy of
such document has been filed as an exhibit to the Registration Statement or
otherwise has been filed with the Commission, reference is made to the copy
so filed. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by
reference in this Prospectus: the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993; the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994; and the Company's Current
Report on Form 8-K dated July 19, 1994.

All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of this offering shall be
deemed to be incorporated by reference into this Prospectus from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or

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supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner of Common
Stock, upon written or oral request of such person, a copy of any and all of
the documents that have been or may be incorporated by reference herein
(other than exhibits to such documents which are not specifically
incorporated by reference into such documents). Such requests should be
directed to Richard N. Grubb, Chief Financial Officer, Vishay
Intertechnology, Inc., 63 Lincoln Highway, Malvern, PA 19355, telephone
number (610) 644-1300.

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be
read in conjunction with, the more detailed information and financial
statements, including the notes thereto, which appear elsewhere or which are
incorporated by reference in this Prospectus. Certain capitalized terms used
in this section are defined elsewhere in this Prospectus. Unless otherwise
stated, the information in this Prospectus assumes that the U.S.
Underwriters' and Managers' over-allotment options will not be exercised. As
used herein, the terms "Vishay" and "Company" mean Vishay
Intertechnology, Inc. and its consolidated subsidiaries, except as the
context otherwise may require.

The Company

Vishay is a leading international manufacturer and supplier of passive
electronic components, particularly fixed resistors and capacitors, offering
one of the most comprehensive product lines of any manufacturer in the
United States or Europe. Resistors, the most common component in electronic
circuits, are used to adjust and regulate levels of voltage and current.
Capacitors perform energy storage, frequency control, timing and filtering
functions in most types of electronic equipment. Many of the Company's
products are offered as surface mount devices, a format for passive
electronic components that is being increasingly demanded by customers
because it facilitates miniaturization and reduces the cost and time
involved in circuit board assembly. Components manufactured by the Company
are used in virtually all types of electronic products, including those in
the computer, telecommunications, military/aerospace, instrument,
automotive, medical and entertainment industries.

Since early 1985, the Company has pursued a business strategy that
consists of the following principal elements: (i) expansion within the
passive electronic components industry, primarily through the acquisition of
passive components manufacturers with established positions in major
markets, reputations for product quality and reliability and product lines
with which the Company has substantial marketing and technical expertise;
(ii) reduction of selling, general and administrative expenses through the
integration or elimination of redundant sales offices and administrative
functions at acquired companies; (iii) achievement of significant production
cost savings through the transfer and expansion of manufacturing operations
to regions, such as Israel, Mexico, Portugal and the Czech Republic, where
the Company can take advantage of lower labor costs and available tax and
other government-sponsored incentives; and (iv) maintaining significant
production facilities in those regions where the Company markets the bulk of
its products in order to enhance customer service and responsiveness.

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increased from $48.5 million for fiscal year 1984 to $856.3 million for the
year ended December 31, 1993, and net earnings have increased from $6.1
million to $44.1 million.

On July 18, 1994, the Company acquired all of the outstanding shares of
Vitramon, Inc. and Vitramon Limited U.K. (collectively, "Vitramon"), a
leading producer of multi-layer ceramic chip ("MLCC") capacitors with
manufacturing and sales facilities in the United States, France, Germany and
the United Kingdom. This acquisition will provide the Company with a strong
presence in the MLCC capacitor market. Together with tantalum capacitors,
MLCC capacitors, most of which are designed for surface mounting, comprise
one of the fastest growing product segments in the passive electronic
components market. The addition of MLCC capacitors to the Company's existing
product line will enable the Company to offer its customers "one-stop"
access to one of the broadest selections of passive electronic components
available from a single manufacturer. See "Recent Developments -
Acquisition of Vitramon."

The Offering

Common Stock offered:
U.S. Offering ............................. 2,200,000 shares
International Offering..................... 550,000 shares
Total.................................... 2,750,000 shares

Capital Stock to be outstanding
after the Offering:
Common Stock............................... 21,289,168 shares
Class B Common Stock....................... 3,753,711 shares
Total.................................... 25,042,879 shares

Use of proceeds ............................. The net proceeds of the Offering
will be used to prepay a portion
of the bank indebtedness
incurred to finance the Vitramon
acquisition and to reduce
revolving credit borrowings. See
"Use of Proceeds."

New York Stock Exchange Symbol .............. VSH

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Summary Consolidated Financial Data

The following summary financial information should be read in
conjunction with the Company's Consolidated Financial Statements, including
the notes thereto, incorporated by reference herein, and the pro forma
condensed consolidated financial statements of the Company and Vitramon
contained herein.
<TABLE>
<CAPTION>
Three Months
Ended March 31,
Year Ended December 31, (unaudited)
------------------------------------------------------------ --------------------------
Pro Forma Pro Forma
1989 1990 1991 1992 (1) 1993 (2) 1993 (3)(4) 1993 1994 1994 (3)(4)
-------- ----- ----- -------- -------- ----------- ---- ---- -----------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Net sales................ $415,619 $445,596 $442,283 $664,226 $856,272 $974,666 $227,500 $226,015 $260,590
Gross profit............. 124,818 132,671 124,117 156,208 193,033 234,168 49,934 50,800 62,724
Earnings before interest
and income taxes (5)... 47,486 53,282 42,460 57,034 71,518 91,302 19,184 20,291 26,600
Depreciation and
amortization........... 22,288 26,157 27,056 36,062 48,578 55,876 12,129 12,997 14,843
Earnings before cumulative
effect of accounting
change ................. 17,767 23,201 20,890 30,413 42,648 51,344 11,038 12,658 15,687
Net earnings (6) ......... 17,767 23,201 20,890 30,413 44,075 52,771 12,465 12,658 15,687
Earnings per share (6)(7):
Before cumulative effect
of accounting change... $1.18 $1.41 $1.20 $1.63 $1.91 $2.05 $.49 $.57 $.63
Net earnings............ $1.18 $1.41 $1.20 $1.63 $1.98 $2.11 $.56 $.57 $.63
Weighted average
shares outstanding (7). 15,072 18,859 17,481 20,334 22,289 25,039 22,287 22,292 25,042

</TABLE>
<TABLE>
<CAPTION>
March 31, 1994 (unaudited)
-----------------------------------------------------------
(in thousands)
Actual Pro Forma (3) Pro Forma As Adjusted (4)
----------- ------------- -------------------------
<S> <C> <C> <C>
Balance Sheet Data:
Working capital........................ $ 226,806 $ 247,754 $ 247,754
Total assets .......................... 1,003,690 1,224,521 1,224,521
Long-term debt - less current portion.. 285,475 472,175 364,426
Stockholders' equity................... 393,138 393,138 500,887
</TABLE>

- ------------
(1) Includes the results from January 1, 1992 of businesses acquired from
Sprague Technologies, Inc.
(2) Includes the results from January 1, 1993 of Roederstein GmbH.
(3) Reflects the Company's acquisition of Vitramon and the related financing
as if the same had been consummated on January 1, 1993 (for income
statement purposes) and March 31, 1994 (for balance sheet purposes).
(4) Reflects the sale by the Company of 2,750,000 shares of Common Stock and
the application of the assumed net proceeds therefrom to reduce
indebtedness.
(5) Includes restructuring costs of $6,659,000 and $3,700,000 for the years
ended December 31, 1993 and 1991, respectively, and $1,510,000 for the
three months ended March 31, 1993, relating primarily to the costs
associated with lay-offs in France and $1,044,000 in 1989 relating to
consolidation of sales offices in Germany. Earnings for the year ended
December 31, 1993 and the three months ended March 31, 1993 include
$7,221,000 and $2,000,000, respectively, of proceeds received for
business interruption insurance claims.

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(6) Included in the quarter ended March 31, 1993 and the year ended December
31, 1993 is a one-time tax benefit of $1,427,000 or $0.07 per share
resulting from the adoption of FASB Statement No. 109, "Accounting for
Income Taxes."
(7) Earnings per share amounts for all periods have been adjusted to reflect
a 5% stock dividend paid on June 13, 1994. Earnings per share for each
period are based on the weighted average number of shares of Common
Stock and Class B Common Stock outstanding during the period, after
giving effect to the conversion of all outstanding 4 3/4% Convertible
Subordinated Debentures Due 2003 (the "Debentures") if such conversion
would have resulted in a dilutive effect in that period. The Debentures
were fully converted in October 1992.

THE COMPANY

Vishay is a leading international manufacturer and supplier of passive
electronic components, particularly fixed resistors and capacitors, offering
one of the most comprehensive product lines of any manufacturer of such
components in the United States or Europe. Resistors, the most common
component in electronic circuits, are used to adjust and regulate levels of
voltage and current. Capacitors perform energy storage, frequency control,
timing and filtering functions in most types of electronic equipment. Many
of the Company's products are offered as surface mount devices, a format for
passive electronic components that is being increasingly demanded by
customers because it facilitates miniaturization and reduces the cost and
time involved in circuit board assembly. Components manufactured by the
Company are used in virtually all types of electronic products, including
those in the computer, telecommunications, military/aerospace, instrument,
automotive, medical and entertainment industries.

As a result of this strategy, the Company has grown during the past nine
years from a small manufacturer of precision resistors and strain gages to
one of the world's largest manufacturers and suppliers of a broad line of
passive electronic components. During this period, its revenues have
increased from $48.5 million for fiscal year 1984 to $856.3 million for the
year ended December 31, 1993, and net earnings have increased from $6.1
million to $44.1 million.

The Company was incorporated in Delaware in 1962 and maintains its
principal executive offices at 63 Lincoln Highway, Malvern, Pennsylvania
19355-2120 (telephone: (610) 644-1300).

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RECENT DEVELOPMENTS

Acquisition of Vitramon

On July 18, 1994, the Company purchased all of the capital stock of
Vitramon from Thomas & Betts Corporation for $184,000,000 in cash. Vitramon,
a leading producer of MLCC capacitors, utilizes a unique manufacturing
process that enables it to produce components that are smaller and more
reliable. Vitramon has manufacturing facilities at two locations in the
United States as well as in France, Germany and the United Kingdom. MLCC
capacitors are generally smaller in size than other types of capacitors with
similar performance characteristics. For this reason, and because they are
generally produced as surface mount devices, MLCC capacitors comprise one of
the fastest growing product segments in the passive electronic components
market. The Company believes that the addition of Vitramon's MLCC capacitors
to its existing capacitor product line will enable it to offer its customers
"one-stop" access to one of the broadest selections of passive electronic
components available from a single manufacturer. The Company believes it
will be able to increase Vitramon's profitability by adding manufacturing
capacity in low cost areas and by realizing selling, general and
administrative savings through the integration of redundant sales offices
and administrative facilities.

For the year ended January 1, 1994 and the three months ended April 2,
1994, Vitramon reported net sales of approximately $118.4 million and $34.6
million, respectively, and net income of approximately $4.7 million and $2.0
million, respectively. During 1993, approximately 46% of Vitramon's revenues
were derived from sales in the U.S. and 49% were derived from sales in
Europe.

To finance the acquisition of Vitramon, the Company borrowed an
aggregate of $200 million from a syndicate of banks, of which $100 million
(the "Bridge Facility") is due on July 18, 1996 and the balance is due on
July 18, 2001. The Company also amended the terms of its existing bank
agreements, which resulted in the loans becoming unsecured, a reduction in
the number of financial and restrictive covenants and a decrease in interest
rates, and which will result in the release of all collateral held by the
Banks. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources."

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USE OF PROCEEDS

The net proceeds of the Offering (estimated to be $107,749,000) will be
used to fund the prepayment of the Bridge Facility, including accrued
interest thereon. The Bridge Facility matures on July 18, 1996 and bears
interest at a variable rate (5.5% per annum at July 18, 1994) based on the
prime rate or, at the Company's option, LIBOR. The remaining net proceeds
will be used to reduce revolving credit borrowings. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources."

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Company's Common Stock is listed on the New York Stock Exchange
under the symbol VSH. The following table sets forth the high and low sale
prices of the Company's Common Stock as reported on the New York Stock
Exchange Composite Tape for the periods indicated. Stock prices have been
restated to reflect stock dividends. At August 3, 1994, the Company had
approximately 1,424 stockholders of record.
<TABLE>
<CAPTION>
1992 1993 1994
----------------- ----------------- ------------------
High Low High Low High Low
---- ---- ----- --- ---- ----
<S> <C> <C> <C> <C> <C>
First Quarter....................... $ 20.30 $ 14.04 $ 33.79 $ 26.08 $ 38.10 $ 31.43
Second Quarter ..................... 23.13 17.70 34.52 24.27 41.50 31.31
Third Quarter (1)................... 25.40 20.98 35.95 30.12 43.50 40.25
Fourth Quarter ..................... 33.79 24.15 33.70 27.38 - -
</TABLE>
- ------------
(1) Through August 3, 1994

The Company does not currently pay cash dividends on its capital stock.
Its policy is to retain earnings to support the growth of its businesses. In
addition, the Company is restricted from paying cash dividends under the
terms of its bank loan agreements.

CAPITALIZATION

The following table sets forth the unaudited consolidated short-term
debt and total capitalization of the Company at March 31, 1994, as adjusted
to give retroactive effect to the acquisition of Vitramon and the related
financing as if the same had occurred at March 31, 1994 and as further
adjusted to give effect to the sale of 2,750,000 shares of Common Stock
pursuant to the Offering and the use of the estimated net proceeds therefrom
to prepay the Bridge Facility and reduce revolving credit borrowings. This
table should be read in conjunction with the Company's Consolidated
Financial Statements, including the notes thereto, which are incorporated by
reference herein.

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<TABLE>
<CAPTION>
March 31, 1994 (Unaudited)
------------------------------------------------
Actual As Adjusted As Further Adjusted
------ ----------- -------------------
(in thousands)

<S> <C> <C> <C>
Short-term debt (including current portion of long-term
debt)..................................................... $ 67,049 $ 67,049 $ 67,049
========= ======== ========
Long-term debt - less current portion....................... $ 285,475 $472,175 $364,426
--------- -------- --------
Stockholders' equity:

Preferred Stock, par value $1.00 per share ............... - - -

Authorized - 1,000,000 shares; none issued

Common Stock, par value $.10 per share ................... 1,764 1,764 2,039

Authorized - 35,000,000 shares;

Issued - 17,687,529 shares; 20,437,529 shares as
adjusted

Outstanding - 17,641,088 shares; 20,391,088 shares as
adjusted

Class B Common Stock, par value $.10 per share ........... 359 359 359

Authorized - 15,000,000 shares;

Issued - 3,716,190 shares;

Outstanding - 3,590,225 shares

Capital in excess of par value............................ 289,050 289,050 396,524

Retained earnings......................................... 118,507 118,507 118,507

Foreign currency translation adjustment................... (9,173) (9,173) (9,173)

Unearned compensation..................................... (90) (90) (90)

Pension adjustment........................................ (7,279) (7,279) (7,279)
--------- -------- --------

Total stockholders' equity.............................. 393,138 393,138 500,887
--------- -------- --------

Total capitalization.................................... $ 678,613 $865,313 $865,313
========= ======== ========
</TABLE>

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following tables set forth selected consolidated financial
information of the Company for each of the five fiscal years in the period
ended December 31, 1993 and for the three-month periods ended March 31, 1993
and 1994. Earnings per share amounts for all periods presented reflect a 5%

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<PAGE> 11

stock dividend paid on June 13, 1994. Information for the three-month
periods ended March 31, 1993 and 1994 is unaudited but, in the opinion of
management, includes all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation. The results of operations for
the three-month period ended March 31, 1994 are not necessarily indicative
of the results to be expected for the full year. These tables should be read
in conjunction with the Company's Consolidated Financial Statements,
including the notes thereto, which are incorporated by reference herein.

<TABLE>
<CAPTION>
Year Ended December 31, March 31,
------------------------------------------------------ ------------------
1989 1990 1991 1992 (1) 1993 (2) 1993 1994
---- ---- ---- -------- -------- ---- ----
(unaudited)
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Net sales............. $415,619 $445,596 $442,283 $664,226 $856,272 $227,500 $226,015
Cost of products sold. 290,801 312,925 318,166 508,018 663,239 177,566 175,215
-------- -------- -------- -------- -------- -------- --------
Gross profit.......... 124,818 132,671 124,117 156,208 193,033 49,934 50,800
Selling, general, and
administrative (3).. 76,467 77,740 79,673 101,327 118,344 30,118 30,176
-------- -------- -------- -------- -------- -------- --------

48,351 54,931 44,444 54,881 74,689 19,816 20,624
Other income
(expense):
Interest expense...... (21,068) (19,426) (15,207) (19,110) (20,624) (5,885) (5,040)
Amortization of
goodwill............ (1,502) (1,552) (1,695) (2,380) (3,294) (610) (801)
Other................. 637 (97) (289) 4,533 123 (22) 468
-------- -------- -------- -------- -------- -------- --------

Earnings before income
taxes and cumulative
effect of accounting
change.............. 26,418 33,856 27,253 37,924 50,894 13,299 15,251
Income taxes.......... 8,651 10,655 6,363 7,511 8,246 2,261 2,593
-------- -------- -------- -------- -------- -------- --------

Earnings before
cumulative effect of
accounting change... 17,767 23,201 20,890 30,413 42,648 11,038 12,658
Net earnings (4)...... 17,767 23,201 20,890 30,413 44,075 12,465 12,658
Earnings per
share: (4)(5)
Before cumulative
effect of
accounting change. $1.18 $1.41 $1.20 $1.63 $1.91 $ .49 $.57
Net earnings........ $1.18 $1.41 $1.20 $1.63 $1.98 $ .56 $.57
Weighted average
shares
outstanding (5)..... 15,072 18,859 17,481 20,334 22,289 22,287 22,292
</TABLE>
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<PAGE> 12
<TABLE>
<CAPTION>
December 31, March 31, 1994
---------------------------------------------------- --------------
1989 1990 1991 1992 1993 (unaudited)
---- ----- ---- ---- ----
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Working capital.. $115,945 $120,384 $128,733 $145,327 $205,806 $ 226,806
Total assets..... 419,958 440,656 448,771 661,643 948,106 1,003,690
Long-term debt -
less
current portion 186,182 140,212 127,632 139,540 266,999 285,475
Stockholders'
equity......... 117,984 177,839 201,366 346,625 376,503 393,138
</TABLE>

- ------------
(1) Includes the results from January 1, 1992 of the businesses acquired
from Sprague Technologies, Inc.
(2) Includes the results from January 1, 1993 of the acquisition of
Roederstein GmbH.
(3) Includes restructuring costs of $6,659,000 and $3,700,000 for the years
ended December 31, 1993 and in 1991, respectively, and $1,510,000 for
the three months ended March 31, 1993, relating primarily to the costs
associated with lay-offs in France and $1,044,000 in 1989 relating to
consolidation of sales offices in Germany. Earnings for the year ended
December 31, 1993 and the three months ended March 31, 1993 include
$7,221,000 and $2,000,000, respectively, of proceeds received for
business interruption insurance claims.
(4) Included in the quarter ended March 31, 1993 and the year ended December
31, 1993 is a one-time tax benefit of $1,427,000 or $0.07 per share
resulting from the adoption of FASB Statement No. 109, "Accounting for
Income Taxes."
(5) Earnings per share for each period are based on the weighted average
number of shares of Common Stock and Class B Common Stock outstanding
during the period, after giving effect to the conversion of all
outstanding Debentures if such conversion would have had a dilutive
effect in that period. The Debentures were fully converted in October
1992.
<PAGE>
<PAGE> 13

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Introduction and Background

The Company's sales and net income have increased significantly in the
past several years primarily as a result of its acquisitions. Following each
acquisition, the Company implemented programs to take advantage of
distribution and operating synergies among its businesses. This
implementation is reflected in an increase in the Company's sales and in the
decline in selling, general and administrative expenses as a percentage of
the Company's sales.

From mid-1990 through the end of 1993, sales of most of the Company's
products were adversely affected by the worldwide slowdown in the electronic
components industry, which reflected general recessionary trends in all
major industrialized countries. In addition, sales to defense-related
industries have declined from the end of the first quarter of 1991 until the
second half of 1993. Despite this slowdown, Vishay realized record net
earnings of $44.1 million in 1993. This was a result of its acquisitions and
focus on the bottom-line, including the implementation of operating
efficiencies. Management believes that the U.S. and European economies are
showing signs of recovery. Net bookings for the quarter ended March 31, 1994
increased by 5% over the comparable period of the prior year.

Following each acquisition, the Company has instituted operating
efficiencies that have reduced selling, general and administrative expenses
and the combined cost of goods sold of Vishay and the acquired company. The
cost of goods sold reductions for each acquisition, however, are masked as a
result of subsequent acquisitions.

The Company realizes approximately 50% of its revenues outside the
United States. As a result, fluctuations in currency exchange rates can
significantly affect the Company's profitability. Currency fluctuations
impact both the Company's net sales as denominated in U.S. dollars and other
income as it relates to the translation of balance sheets items. A
strengthening of the value of the U.S. dollar against foreign currencies
during the quarter ended March 31, 1994 accounted for a decrease in net
sales of $5,400,000 compared with the corresponding quarter of 1993.
Generally, in order to minimize the effect of currency fluctuations, the
Company endeavors to (i) borrow money in the local currencies and markets
where it conducts business, and (ii) minimize the time for settling
intercompany transactions.

The Company's strategy includes transferring the manufacturing of its
products from countries with high labor costs and tax rates (such as the
United States and Germany) to Israel in order to benefit from various Israeli
government incentives (including lower income taxes) and lower labor rates.

The effect of the low tax rates in Israel (as compared to the statutory
rate in the United States) has been to increase net earnings by $2,521,000
and $1,688,000 for the quarters ended March 31, 1994 and March 31, 1993,
respectively, and $11,644,000, $6,015,000 and $5,143,000 for the years ended
December 31, 1993, 1992 and 1991, respectively. This period to period increase
in net earnings is primarily a result of increased earnings for the Israeli
operations. The more favorable Israeli tax rates are applied to specific
approved projects and normally continue to be available for a period of
ten years. New projects are continually being introduced. In addition, the
Israeli government offers certain incentive programs in the form of grants,
such as employee grant programs. The pre-tax grants provided to the Company
were $1,821,000 and $296,000 for the quarters ended March 31, 1994 and
March 31, 1993, respectively, and $3,424,000, $104,000 and $106,000 for the
years ended December 31, 1993, 1992 and 1991, respectively. This period to
period increase in grants is primarily a result of an increase in the
Company's work force in Israel. The majority of the incentive programs
participated in by the Company resulted from, and will likely continue to
depend on, increasing the number of the Company's employees in Israel.
Lastly, the Company's direct labor costs in Israel were approximately 10%
of its net sales from Israel as compared to approximately 15% of net sales
for similar manufactured products in the United States during the last
twelve (12) months.
<PAGE>
<PAGE> 14

While the Company believes that it will continue to benefit from the
lower tax rates, incentive programs and lower labor rates in Israel, there
can be no assurance that such lower tax rates will continue, that new
incentive programs will be offered or that labor costs will continue to
be lower than in other industrialized countries.

Results of Operations

Three months ended March 31, 1994 compared to
Three months ended March 31, 1993

Net sales for the quarter ended March 31, 1994 decreased by $1,485,000
or .7% from the comparable period of 1993. Excluding the strengthening of
the U.S. dollar against foreign currencies in the 1994 first quarter, which
resulted in a decrease of $5,400,000 in reported sales for that quarter as
compared with the corresponding 1993 period, sales for such quarter would
have increased by 1.7%. Management believes that the U.S. and European
economies are showing signs of recovery. Net bookings for the quarter ended
March 31, 1994 increased by 5% over the comparable period of the prior year.

Costs of products sold for the quarter ended March 31, 1994 were 77.5%
of net sales as compared to 78.1% for the comparable period of the prior
year. Costs of products sold have been reduced by government grants of
$1,821,000 and $296,000 for the quarters ended March 31, 1994 and 1993,
respectively. Exclusive of government grants, costs of products sold were
comparable at 78.3% and 78.2% of sales for the quarters ended March 31, 1994
and 1993, respectively.

Selling, general, and administrative expenses for the quarter ended
March 31, 1994 were 13.4% of net sales compared to 13.5% for the comparable
period of the prior year. While we believe these percentages to be
acceptable, we are continuing to explore additional cost saving
opportunities.

A restructuring charge of $1,510,000 incurred during the quarter ended
March 31, 1993 related to the Company's decision to downsize its operations
in France as a result of that country's business climate. The Company
recognized as income during the quarter ended March 31, 1993 an insurance
recovery of $2,000,000 for lost profits from a business interruption
insurance claim.

Interest costs decreased by $845,000 for the quarter ended March 31,
1994 from those reported for the 1993 first quarter. A lower average
borrowing rate resulted from a change in the Company's mix of borrowings
throughout the U.S. and Europe.

Other income for the quarter ended March 31, 1994 increased by $490,000
over the comparable 1993 period. The increase was largely due to foreign
currency gains, which were $317,000 for the quarter ended March 31, 1994 as
compared to foreign currency losses of $660,000 for the quarter ended March
31, 1993.

The Company's effective tax rate was 17% for both the quarter ended
March 31, 1994 and the corresponding 1993 quarter. Its effective tax rate
for calendar year 1993, exclusive of the effect of nontaxable insurance
proceeds, was 18.6%. The estimated 1994 rate anticipates the effect of
increased business in lower tax rate jurisdictions (especially Israel).

Included in net earnings for the first quarter of 1993 is a one-time tax
benefit of $1,427,000 resulting from the Company's adoption of FASB
Statement No. 109, "Accounting for Income Taxes."

Year ended December 31, 1993 compared to
Year ended December 31, 1992

Net sales for the year ended December 31, 1993 increased by $192,046,000
over 1992, due primarily to the effects of the Company's acquisition of
Roederstein, effective January 1, 1993. Net sales of Roederstein were
$212,124,000 for the year ended December 31, 1993. Net sales, exclusive of
Roederstein, decreased by $20,078,000, compared to 1992, due primarily to

<PAGE>
<PAGE> 15

the strengthening of the U.S. dollar against foreign currencies, which
resulted in a $15,671,000 decrease in reported net sales for 1993, as well
as to the effects of recessionary pressures in Europe.

Costs of products sold for the year ended December 31, 1993 were 77.5%
of net sales as compared to 76.5% for 1992. The reason for this increase is
that the costs of products sold for Roederstein (prior to the full
implementation of synergistic cost reductions) were approximately 80% of its
net sales, as compared with an average rate of approximately 77% for the
Company's other operations. In 1993, grants of $3,424,000 received from the
government of Israel, which were utilized to offset start-up costs of new
facilities, were recognized as a reduction of the Company's costs of
products sold.

Selling, general, and administrative expenses for the year ended
December 31, 1993 were 13.9% of net sales compared to 15.3% in 1992. The
lower rate reported in 1993 reflects the effect of the acquisition of
Roederstein and the ongoing cost saving programs implemented with the
acquisition of certain businesses of Sprague Technologies, Inc. ("STI")
during 1992.

Restructuring charges of $6,659,000 for the year ended December 31, 1993
consist primarily of severance costs related to the Company's downsizing its
European operations, primarily in France.

Income from unusual items of $7,221,000 for the year ended December 31,
1993 represents proceeds received for business interruption insurance claims
principally related to the operations in Dimona, Israel.

Interest costs for the year ended December 31, 1993 increased by
$1,514,000 as a result of increased debt incurred to finance the acquisition
of Roederstein.

Other income for the year ended December 31, 1993 decreased by
$4,410,000 from 1992 because other income in 1992 included consulting fees
of $2,307,000 from Roederstein prior to its acquisition by the Company as
well as fees of approximately $3,325,000 from STI under one year sales and
distribution agreements. Foreign currency losses for the year ended December
31, 1993 were $1,382,000, as compared to foreign currency losses of
$1,594,000 for 1992.

The effective tax rate of 16.2% for the year ended December 31, 1993
reflects the nontaxability of certain insurance recoveries. The 1993 rate
was also affected by increased manufacturing in Israel, where the Company's
average income tax rate was approximately 4% in 1993. The effective tax rate
for the year ended December 31, 1993, exclusive of the effect of the
nontaxable insurance proceeds, was 18.6%. The effective tax rate for the
year ended December 31, 1992 was 19.8%.

Effective January 1, 1993 the Company changed its method of accounting
for income taxes from the deferred method to the liability method required
by FASB Statement No. 109, "Accounting for Income Taxes." The cumulative
effect of adopting Statement 109 as of January 1, 1993 was to increase net
income by $1,427,000. Application of the new income tax rules also decreased
pretax earnings by $2,870,000 for the year ended December 31, 1993 because

<PAGE>
<PAGE> 16

of increased depreciation expense as a result of Statement 109's requirement
to report assets acquired in prior business combinations at their pretax
amounts.

The Company also adopted FASB Statement No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions," effective January 1,
1993. The Company has elected to recognize the transition obligation on a
prospective basis over a twenty-year period. In 1993, the new standard
resulted in additional annual net periodic postretirement benefit costs of
$1,200,000 before taxes, and $792,000 after taxes, or $0.04 per share.
Prior-year financial statements have not been restated to apply the new
standard.

Year ended December 31, 1992 compared to
Year ended December 31, 1991

Net sales for the year ended December 31, 1992 increased $221,943,000
over 1991, due to the inclusion of the businesses acquired from STI
effective as of January 1, 1992. Net sales of the acquired businesses were
$230,492,000 for the year ended December 31, 1992. In 1992, net sales,
exclusive of the acquired businesses, decreased by $8,549,000 compared to
1991, when recessionary pressures affecting sales were not as great.

The weakening of the U.S. dollar against foreign currencies resulted in
an increase in reported Vishay sales of $10,418,000 in 1992.

Costs of products sold for the year ended December 31, 1992 were 76.5%
of net sales as compared to 71.9% in 1991. The reason for this increase is
that the costs of products sold for the newly purchased businesses from STI
(prior to any synergistic cost reductions) are 80% of net sales, while
Vishay's resistor businesses traditionally operate at levels of 70% to 75%.

Selling, general and administrative expenses for 1992 were 15.3% of net
sales compared to 17.2% in 1991. The 15.3% rate reflects the effect of the
businesses acquired from STI. The rate applicable to the businesses acquired
from STI (approximately 11%) includes the effects of initial cost saving
programs installed subsequent to the acquisition. In 1992, selling, general
and administrative expenses of the Vishay resistor business (approximately
17%) were comparable to the levels experienced for the prior year.

Interest costs for the year ended December 31, 1992 increased by
$3,903,000 as a result of the increased debt incurred for the purchase of
the businesses from STI.

Other income for the year ended December 31, 1992 includes consulting
fees of $2,307,000 from Roederstein and fees of approximately $3,325,000
from STI under one-year sales and distribution agreements, which were
entered into in connection with the acquisition of the businesses from STI.

The Company's effective tax rate was 19.8% for the year ended December
31, 1992 and 23.3% for 1991. The 1992 rate was in part affected by increased
manufacturing in Israel, where the Company's average income tax rate was 7%
for 1992.

<PAGE>
<PAGE> 17

Liquidity and Capital Resources

On July 18, 1994, the Company and certain of its subsidiaries entered
into agreements (the "Bank Agreements") with a group of banks, including
Comerica Bank, as agent for the banks (the "Banks"). The Bank Agreements
amended and restated the Company's previously-existing revolving credit and
term loan agreements and added two new facilities that were used to finance
the acquisition of Vitramon.

After giving effect to the Bank Agreements, the Company's domestic
credit facilities consist of a $200,000,000 revolving credit facility that
matures on December 31, 1997, subject to the Company's right to request
year-to-year renewals thereafter, a $102,500,000 term loan that matures on
December 31, 2000, the $100,000,000 Bridge Facility, due on July 18, 1996
and a $100,000,000 non-amortizing term loan due July 18, 2001. Borrowings
under these facilities bear interest at variable rates based on the prime
rate or, at the Company's option, LIBOR; at July 18, 1994, the rates ranged
from 4.9375% to 5.5%. The net proceeds of the Offering will be used to fund
the prepayment of the Bridge Facility, including accrued interest, and to
reduce revolving credit borrowings.

The Banks also provide Deutsche Mark ("DM") denominated revolving
credit and term loan facilities for certain of the Company's German
subsidiaries, which permit borrowings, in the aggregate, of DM 153,821,990,
including a DM 40,000,000 revolving credit facility that matures on December
31, 1997, subject to the borrower's right to request year-to-year renewals
thereafter, a DM 9,506,000 term loan that matures on December 31, 1994 and a
DM 104,315,990 term loan that matures on December 31, 1997. Borrowings bear
interest at variable rates based on LIBOR; at July 18, 1994, the rates
ranged from 5.875% to 6.0%.

As a result of the amendments contained in the Bank Agreements, all of
the Company's bank facilities are unsecured and all collateral currently
held by the Banks will be released. However, the facilities are
cross-guaranteed by the Company and certain of its subsidiaries. The Bank
Agreements also resulted in a decrease in interest rates from those
previously in effect as well as a significant reduction in the number of
financial and restrictive covenants. Financial covenants are currently
limited to requirements regarding leverage and fixed charge coverage ratios
and minimum tangible net worth. Other restrictive covenants include
limitations on the payment of cash dividends, guarantees and liens.

The Company's ratio of long-term debt (less current portion) to
stockholders' equity was .7 to 1 at March 31, 1994 and December 31, 1993. On
a pro forma basis adjusted to reflect the incurrence of additional
indebtedness to finance the acquisition of Vitramon, the ratio at March 31,
1994 was 1.2 to 1. After giving effect to prepayment of the Bridge Loan with
the net proceeds of the Offering, the pro forma ratio at March 31, 1994
would have been .7 to 1.

The Company's capital expenditures for the year ended December 31, 1993
and for the quarter ended March 31, 1994 were $76.8 million and $18.5
million, respectively. For the year ended December 31, 1992 and the quarter
ended March 31, 1993, capital expenditures were $49.8 million and $16.9
million, respectively.
<PAGE>
<PAGE> 18

Management believes that available sources of credit together with cash
and expected future cash generated from operations will be sufficient to
satisfy the Company's anticipated financing needs for working capital and
capital expenditures during the next twelve months.

With regard to the Vitramon acquisition, in connection with eliminating
redundant personnel functions at Vitramon, the Company expects to pay
severance costs of approximately $9,000,000 over the next eighteen
months. At the completion of this restructuring the annual cash savings due to
these layoffs are expected to be approximately $16,000,000. With the
introduction of additional manufacturing operations in Israel, the planned
reduction in the work force at Vitramon is not expected to have a material
adverse effect on Vitramon's net sales.

<PAGE>
<PAGE> 19

BUSINESS

General

Vishay is a leading international manufacturer and supplier of passive
electronic components, particularly fixed resistors and capacitors, offering
one of the most comprehensive product lines of any manufacturer in the
United States or Europe. Resistors, the most common component in electronic
circuits, are used to adjust and regulate levels of voltage and current.
Capacitors perform energy storage, frequency control, timing and filtering
functions in most types of electronic equipment. Many of the Company's
products are also offered as surface mount devices, a format for passive
electronic components that is being increasingly demanded by customers
because it facilitates miniaturization and reduces the cost and time
involved in circuit board assembly. Components manufactured by the Company
are used in virtually all types of electronic products, including those in
the computer, telecommunications, military/aerospace, instrument,
automotive, medical and entertainment industries.

The Company's major acquisitions have included Dale Electronics, Inc.
(United States, Mexico and the United Kingdom), Draloric Electronic GmbH
(Germany and the United Kingdom), Sfernice S.A. (France), Sprague Electric
Company (United States and France) and Roederstein GmbH (Germany, Portugal
and the United States). On July 18, 1994, the Company acquired all of the
outstanding shares of Vitramon, a leading producer of MLCC capacitors with
manufacturing and sales facilities in the United States, France, Germany and
the United Kingdom. This acquisition will provide the Company with a strong
presence in the MLCC capacitor market. Together with tantalum capacitors,
MLCC capacitors, most of which are designed for surface mounting, comprise
one of the fastest growing product segments in the passive electronic
components market. The addition of MLCC capacitors to the Company's existing
product line will enable the Company to offer its customers "one-stop"

<PAGE>
<PAGE> 20

access to one of the broadest selections of passive electronic components
available from a single manufacturer. See "Recent Developments -
Acquisition of Vitramon."

Products

Vishay designs, manufactures and markets electronic components that
cover a wide range of products and technologies. The products primarily
consist of fixed resistors, tantalum, MLCC and film capacitors, and, to a
lesser extent, inductors, specialty ceramic capacitors, transformers,
potentiometers, plasma displays and thermistors. The Company also offers
most of its product types in the increasingly demanded surface mount device
form.

Resistors are basic components used in all forms of electronic circuitry
to adjust and regulate levels of voltage and current. They vary widely in
precision and cost, and are manufactured in numerous materials and forms.
Resistive components may be either fixed or variable, the distinction being
whether the resistance is adjustable (variable) or not (fixed). Resistors
can also be used as measuring devices, such as Vishay's resistive sensors.
Resistive sensors or strain gages are used in electronic measurement and
experimental stress analysis systems as well as in transducers for measuring
loads (scales), acceleration and fluid pressure.

Vishay manufactures virtually all types of fixed resistors, both in
discrete and network forms. These resistors are produced for virtually every
segment of the resistive product market, from resistors used in the highest
quality precision instruments for which the performance of the resistors is
the most important requirement, to resistors for which price is the most
important factor.

Capacitors perform energy storage, frequency control, timing and
filtering functions in most types of electronic equipment. The more
important applications for capacitors are (i) electronic filtering for
linear and switching power supplies, (ii) decoupling and bypassing of
electronic signals for integrated circuits and circuit boards, and (iii)
frequency control, timing and conditioning of electronic signals for a broad
range of applications. The Company's capacitor products primarily consist of
solid tantalum chip capacitors, solid tantalum leaded capacitors, wet/foil
tantalum capacitors, MLCC capacitors and film capacitors. Each capacitor
product has unique physical and electrical performance characteristics that
make it useful for specific applications. Tantalum and MLCC capacitors are
generally used in conjunction with integrated circuits in applications
requiring low to medium capacitance values. The tantalum capacitor is the
smallest and most stable type of capacitor for its range of capacitance and
is best suited for applications requiring medium capacitance values. MLCC
capacitors, on the other hand, are more cost-effective for applications
requiring lower capacitance values. Vitramon's MLCC capacitors are unique
because their dielectric (ceramic) layers are thinner than traditional
multi-layer ceramic capacitors, thus enabling them to be produced in a
smaller size with substantially less palladium material. This enables
significant reductions in manufacturing costs and allows for a smaller
electronic component that has become critical to satisfy the increasing
trend toward miniaturization. Management believes that MLCC capacitors,
together with tantalum capacitors, represent one of the fastest growing
segments of the passive electronic component industry.

<PAGE>
<PAGE> 21

The Company believes it has taken advantage of the growth of the surface
mount component market and is an industry leader in designing and marketing
surface mount devices. The Company also believes that in the U.S. and Europe
it offers the widest range of these devices, including both thick and thin
film resistor chips and networks, capacitors, inductors, oscillators,
transformers and potentiometers, as well as a number of component packaging
styles to facilitate automated product assembly by its customers. The
Company's position in this market has been enhanced by the acquisition of
Vitramon, since substantially all of Vitramon MLCC products utilize surface
mount technology. Surface mount devices adhere to the surface of a circuit
board rather than being secured by leads that pass through holes to the back
side of the board. Surface mounting provides distinct advantages over
through-hole mounting, because, among other things, surface mounting allows
the placement of more components on a circuit board and facilitates
automation. These advantages result in lower production costs than for
leaded devices. This is particularly desirable for a growing number of
manufacturers who require greater miniaturization in products such as hand
held computers and cellular telephones.

Markets

The Company's products are sold primarily to other manufacturers and, to
a much lesser extent, to United States and foreign government agencies. Its
products are used in, among other things, virtually every type of product
containing electronic circuitry, including computer-related products,
telecommunications, measuring instruments, industrial equipment, automotive
applications including engine controls and fuel injection systems, process
control systems, military and aerospace applications, medical instruments
and scales. With the addition of MLCC capacitors to the Company's existing
capacitor product line, the Company is able to offer its customers
"one-stop" access to one of the broadest selections of passive electronic
components available from a single manufacturer.

Approximately 41% of the Company's net sales for 1993, pro forma for the
acquisition of Vitramon, was attributable to customers in the United States
and 48% to customers in Europe. In the United States, products are marketed
primarily through independent manufacturers' representatives who are
compensated solely on a commission basis, as well as by the Company's own
sales personnel and independent distributors. The Company has regional sales
personnel in several locations to provide technical and sales support for
independent manufacturers' representatives throughout the United States,
Mexico and Canada. In addition, the Company uses independent distributors to
resell its products. Internationally, products are sold to customers in
Germany, the United Kingdom, France, Israel, Japan, Singapore, South Korea
and other European and Pacific Rim countries through Company sales offices,
independent manufacturers' representatives and distributors. In order to
better serve its customers, the Company maintains production facilities in
those regions where it markets the bulk of its products, such as the U.S.,
Germany, France and the U.K. In addition, to maximize production
efficiencies, the Company seeks whenever practicable to establish
manufacturing facilities in those regions, such as Israel, Mexico, Portugal
and the Czech Republic, where it can take advantage of lower labor costs and
available tax and other government-sponsored incentives.

<PAGE>
<PAGE> 22

The Company undertakes to have its products incorporated into the design
of electronic equipment at the research and prototype stages. Vishay employs
its own staff of application and field engineers who work with its
customers, independent manufacturers' representatives and distributors to
solve technical problems and develop products to meet specific needs.

The Company has qualified certain products under various military
specifications, approved and monitored by the United States Defense
Electronic Supply Center ("DESC"), and under certain European military
specifications. Classification levels have been established by DESC based
upon the rate of failure of products to meet specifications (the
"Classification Level"). In order to maintain the Classification Level of
a product, tests must be continuously performed and the results of these
tests must be reported to DESC. If the product fails to meet the
requirements for the applicable Classification Level, the product's
classification may be reduced to a less stringent level. Various of the
Company's United States manufacturing facilities from time to time
experience a product Classification Level modification. During the time that
such level is reduced for any specific product, net sales and earnings
derived from such product may be adversely affected.

The Company is undertaking to have the quality systems at all of its
major manufacturing facilities approved under the recently established ISO
9000 international quality control standard. ISO 9000 is a comprehensive set
of quality program standards developed by the International Standards
Organization. Several of the Company's manufacturing operations have already
received ISO 9000 approval and others are actively pursuing such approval.

Vishay's largest customers vary from year to year, and no customer has
long-term commitments to purchase products of the Company. No customer
accounted for more than 10% of sales for the year ended December 31, 1993.

Manufacturing Operations

The Company conducts manufacturing operations in three principal
geographic regions: the United States, Europe and Israel. At March 31, 1994,
approximately 39% of the Company's identifiable assets were located in the
United States, approximately 49% were located in Europe, approximately 10%
were located in Israel and approximately 2% in other regions. In the United
States, the Company's main manufacturing facilities are located in Nebraska,
South Dakota, North Carolina, Pennsylvania, Maine, Connecticut, Virginia and
Florida. In Europe, the Company's main manufacturing facilities are located
in Selb, Landshut and Backnang, Germany and Nice and Tours, France. In
Israel, manufacturing facilities are located in Holon, Dimona and Emek
HaMigdal. The Company also maintains manufacturing facilities in Juarez,
Mexico and Toronto, Canada. Recently, the Company has invested substantial
resources to maximize automation in its plants, which it believes will
further reduce production costs.

The passive electronic component industry has been moving towards
greater automation, requiring additional capital expenditures and more
highly-skilled labor. In response to this trend, the Company has increased
its manufacturing operations in Israel in order to take advantage of that
country's government-sponsored capital investment grants, lower wage rates
and highly-skilled labor force, as well as various tax abatement programs.
These incentive programs have contributed substantially to the growth and

<PAGE>
<PAGE> 23

profitability of the Company. The Company might be materially and adversely
affected if these incentive programs were no longer available to the Company
or if hostilities were to occur in the Middle East that materially interfere
with the Company's operations in Israel. For the three months ended March
31, 1994, sales of products manufactured in Israel accounted for
approximately 10% of the Company's net sales.

Due to a shift in manufacturing emphasis resulting from the growing
market for surface mount devices, over-capacity at a number of the Company's
manufacturing facilities and the relocation of some production to regions
with lower labor costs, portions of the Company's work force and certain
facilities may not be fully utilized in the future. As a result, the Company
may incur significant costs in connection with work force reductions and the
closing of additional manufacturing facilities.

Research and Development

The Company maintains separate research and development staffs and
promotes separate programs at a number of its production facilities to
develop new products and new applications of existing products, and to
improve product and manufacturing techniques. This decentralized system
encourages individual product development. From time to time, developments
at one manufacturing facility will have applications at another facility.
Most of the Company's products and manufacturing processes have been
invented, designed and developed by Company engineers and scientists.
Company research and development costs were approximately $7.1 million for
each of calendar years 1993 and 1992 and $7.0 million for 1991. The Company
spends substantial additional amounts for product development and the
design, development and manufacturing of machinery and equipment for new
processes and for cost reduction measures. See " - Markets."

Sources of Supplies

Although most materials incorporated in the Company's products are
available from a number of sources, certain materials (particularly tantalum
and palladium) are available only from a relatively limited number of
suppliers.

Tantalum metal is the principal material used in the manufacture of the
tantalum capacitor products. Tantalum is purchased in powder form primarily
under annual contracts with domestic suppliers at prices that are subject to
periodic adjustment. The Company is a major consumer of the world's annual
tantalum production. There are currently three suppliers that process
tantalum ore into capacitor grade tantalum powder. Although the Company
believes that there is currently a surplus of tantalum ore reserves and a
sufficient number of tantalum processors relative to foreseeable demand, and
that the tantalum required by the Company has generally been available in
sufficient quantities to meet requirements, the limited number of tantalum
powder suppliers could lead to higher prices that the Company may not be
able to pass through to its customers.

Palladium is primarily purchased on the spot and forward markets,
depending on market conditions. Palladium is considered a commodity and is
subject to price volatility. Although palladium is currently found in South

<PAGE>
<PAGE> 24

Africa and Russia, the Company believes that there are a sufficient number
of domestic and foreign suppliers from which the Company can purchase
palladium.

Inventory and Backlog

Although Vishay manufactures standardized products, a substantial
portion of its products are produced to meet specific customer requirements.
The Company does, however, maintain an inventory of resistors and other
components. Backlog of outstanding orders for the Company's products was
$222.0 million, $198.4 million, $134.3 million and $104.5 million,
respectively, at March 31, 1994 and at December 31, 1993, 1992 and 1991. The
increase in backlog at December 31, 1993 and 1992 as compared with prior
periods is attributable to the acquisitions of Roederstein and Sprague,
respectively. The current backlog is expected to be filled during the next
twelve months. Most orders in the backlog may be cancelled by the customers,
in whole or in part, although sometimes subject to penalty. To date,
cancellations have not been material.

Competition

The Company faces strong competition in its various product lines from
both domestic and foreign manufacturers that produce products using
technologies similar to those of the Company. Certain of the Company's
products compete on the basis of its marketing and distribution network,
which provides a high level of customer service. For example, the Company
works closely with its customers to have its products incorporated into the
electronic equipment at the early stages of design and production and
maintains redundant production sites for most of its products to ensure an
uninterrupted supply of products. Further, the Company has established a
National Accounts Management Program, which provides customers with one
national account executive who can cut across Vishay business unit lines for
sales, marketing and contract coordination. In addition, the breadth of the
Company's product offerings enables the Company to strengthen its market
position by providing its customers with "one-stop" access to one of the
broadest selections of passive electronic components available from a direct
manufacturing source. In several areas, the Company also strengthens its
market position by conducting seminars and educational programs for existing
potential customers. In addition, the Company's competitive position depends
on its product quality, know-how, proprietary data, marketing and service
capabilities, business reputation and price.

A number of the Company's customers are contractors or subcontractors on
various United States and foreign government contracts. Under certain United
States Government contracts, retroactive adjustments can be made to contract
prices affecting the profit margin on such contracts. The Company believes
that its profits are not excessive and, accordingly, no provision has been
made for any such adjustment.

Although the Company has numerous United States and foreign patents
covering certain of its products and manufacturing processes, and acquired
various patents with the acquisition of the Sprague tantalum capacitor and
network lines, no particular patent is considered material to the business
of the Company.

<PAGE>
<PAGE> 25

Environment

The Company's manufacturing operations are subject to various federal,
state and local laws restricting discharge of materials into the
environment. The Company is not involved in any pending or threatened
proceedings that would require curtailment of its operations at this time.
However, the Company is involved in various legal actions concerning state
government enforcement proceedings and various dump site clean-ups that may
result in fines and/or clean-up expenses. The Company believes that any
fines or clean-up expenses that may be incurred, if imposed, would not be
material. The Company continually expends funds to ensure that its
facilities comply with applicable environmental regulations; the Company has
nearly completed its undertaking to comply with new environmental
regulations relating to the elimination of chlorofluorocarbons (CFCs) and
ozone depleting substances (ODS) and other anticipated compliances with the
Clean Air Act amendments of 1990. In addition, the Company anticipates that
it will incur ongoing costs to address certain environmental matters at
certain of Vitramon's domestic and foreign facilities, including achieving
compliance with the new Clean Air Act amendments. The Company believes that
any environmental liabilities incurred at the Vitramon facilities are
adequately covered by the indemnification provided to the Company by Thomas
& Betts Corporation and reserves that the Company has established in
connection with the Vitramon acquisition. The Company anticipates that it
will incur capital expenditures of approximately $1,000,000 in fiscal 1994
for general environmental enhancement programs and approximately $3,000,000
over the next three years to address environmental matters relating
specifically to the Vitramon facilities.

Employees

At July 18, 1994, after giving effect to the acquisition of Vitramon,
the Company employed approximately 16,200 full-time employees, of whom
approximately 9,800 were located outside the United States. The Company
hires few employees on a part time basis. While various of the Company's
foreign employees are members of trade unions, none of the Company's
employees located in the United States is represented by unions except for
approximately 154 employees at the North Adams, Massachusetts, facility of
Vishay Sprague, who are represented by three unions. The Company is
currently negotiating collective bargaining agreements with each of these
unions. The Company believes that its relationship with its employees is
excellent.

<PAGE>
<PAGE> 26
MANAGEMENT

The following table sets forth certain information regarding the
directors and executive officers of the Company as of July 19, 1994.

<TABLE>
<CAPTION>
Name Age Position Held
- ---- --- -------------
<C> <S> <S>
Felix Zandman (1)(2) ......... 66 Chairman of the Board, President, Chief
Executive Officer and Director
Robert A. Freece (1).......... 53 Senior Vice President and Director
Richard N. Grubb (1).......... 47 Vice President, Treasurer, Chief
Financial Officer and Director
Abraham Inbar................. 66 Vice President; President - Vishay
Israel Ltd., a subsidiary of Vishay
Henry V. Landau .............. 47 Vice President; President - Measurements
Group, Inc., a subsidiary of Vishay
William J. Spires ............ 52 Vice President and Secretary
Avi D. Eden (1)............... 46 Director
Edward B. Shils (2)(3)(4)..... 78 Director
Luella B. Slaner ............. 73 Director
Guy Brana .................... 69 Director
Jean-Claude Tine ............. 75 Director
Donald G. Alfson ............. 48 Director and Vice President; President -
Vishay Electronic Components, U.S. and
Asia, and Dale, subsidiaries of Vishay
Gerald Paul .................. 45 Director and Vice President; President -
Vishay Electronic Components, Europe
and Managing Director - Draloric
Electronic GmbH, subsidiaries of Vishay
Mark I. Solomon (2)(3)(4)..... 54 Director
</TABLE>

- ------------
(1) Member of the Executive Committee.
(2) Member of the Employee Stock Plan Committee.
(3) Member of the Compensation Committee.
(4) Member of the Audit Committee.

Dr. Felix Zandman, a founder of the Company, has been President, Chief
Executive Officer and a Director of the Company since its inception. Dr.
Zandman has been Chairman of the Board since March 1989. Dr. Zandman is also
a cousin of Mr. Alfred Slaner, co-founder and retired Chairman of the Board
of the Company, whose wife Luella B. Slaner is a director of the Company.

Robert A. Freece has been a Director of the Company since 1972. He was
Vice President, Treasurer and Chief Financial Officer of the Company from
1972 until 1994, and has been Senior Vice President since May 1994.

Richard N. Grubb has been a Director, Vice President, Treasurer and
Chief Financial Officer of the Company since May 1994. Mr. Grubb has been
associated with the Company in various capacities since 1972. He is a
Certified Public Accountant who was previously engaged in private practice.

Abraham Inbar has been a Vice President of the Company since June 1994.
Mr. Inbar has been the President of Vishay Israel Ltd., a subsidiary of the
Company, since May 1994. Mr. Inbar was Senior Vice President and General
Manager of Vishay Israel Ltd. from 1992 to 1994. Previously, Mr. Inbar was
Vice President - Operations for Vishay Israel Ltd. He has been employed by
the Company since 1973.

<PAGE>
<PAGE> 27

Henry V. Landau has been a Vice President of the Company since 1983. Mr.
Landau has been the President and Chief Executive Officer of Measurements
Group, Inc., a subsidiary of the Company, since July 1984. Mr. Landau served
as a Director of the Company from 1987 to 1993. Mr. Landau was an Executive
Vice President of Measurements Group, Inc. from 1981 to 1984 and has been
employed by the Company since 1972.

William J. Spires has been a Vice President and Secretary of the Company
since 1981. Mr. Spires has been Vice President - Industrial Relations since
1980 and has been employed by the Company since 1970.

Avi D. Eden is an attorney in private practice, has been a Director of
the Company since 1987 and has provided legal services to the Company on a
continuing basis since 1973.

Dr. Edward B. Shils has been a Director of the Company since 1981. Dr.
Shils is a Director of Wharton Entrepreneurial Center and a George W. Taylor
Professor Emeritus of Entrepreneurial Studies at the Wharton School,
University of Pennsylvania. Dr. Shils is also a Director of Conston Corp.

Luella B. Slaner has been a Director since 1989. Mrs. Slaner is the wife
of Alfred Slaner and a co-trustee with Mr. Slaner of a revocable trust
created by Mr. Slaner by agreement dated January 15, 1987. See "Description
of Capital Stock." Mrs. Slaner's husband is a cousin of Dr. Zandman.

Guy Brana has been a Director of the Company since 1988. He is the
executive vice president of the French Employers' Manufacturing Association.

Jean-Claude Tine has been a Director of the Company since 1988 and is
the former Chairman of the Board of Sfernice, a subsidiary of the Company.

Donald G. Alfson has been a Director of the Company since May 1992 and
the President of Vishay Electronic Components, U.S. and Asia, and Dale since
April 1992. Mr. Alfson has been employed by the Company since 1972.

Dr. Gerald Paul has served as a Director of the Company since May 1993
and President of Vishay Electronic Components, Europe since January 1994.
Dr. Paul has been Managing Director of Draloric Electronic GmbH since
January 1991. Dr. Paul has been employed by the Company since February 1978.

Mark I. Solomon has served as a Director of the Company since May 1993.
He has been the Chairman of CMS Companies for more than the past five years.

<PAGE>
<PAGE> 28

DESCRIPTION OF CAPITAL STOCK

The aggregate number of shares of capital stock which the Company has
authority to issue is 51,000,000 shares: 1,000,000 shares of Preferred
Stock, par value $1.00 per share, 35,000,000 shares of common stock, par
value $.10 per share (the "Common Stock"), and 15,000,000 shares of Class
B Common Stock, par value $.10 per share (the "Class B Common Stock"). No
shares of Preferred Stock have been issued. At August 3, 1994, there were
18,539,168 shares of Common Stock and 3,753,711 shares of Class B Common
Stock outstanding.

Holders of Common Stock and Class B Common Stock are entitled to
receive, and share ratably on a per share basis, after any required payment
on shares of Preferred Stock then outstanding, in such dividends and other
distributions of cash, stock or property of the Company as may be declared
by the Board of Directors from time to time out of assets legally available
therefor, and in distributions upon liquidation of the Company. In the event
of a stock dividend or stock split, holders of Common Stock will receive
shares of Common Stock and holders of Class B Common Stock will receive
shares of Class B Common Stock. Neither the Common Stock nor the Class B
Common Stock may be split, divided or combined unless the other is split,
divided or combined equally.

The Common Stock and the Class B Common Stock vote together as one class
on all matters subject to stockholder approval, except that the approval of
the holders of Common Stock and of Class B Common Stock, each voting
separately as a class, is required to authorize issuances of additional
shares of Class B Common Stock other than in connection with stock splits
and stock dividends.

The holders of Common Stock are entitled to one vote for each share
held. Holders of Class B Common Stock are entitled to 10 votes for each
share held. Since the Class B Common Stock carries additional voting rights,
the holders of Class B Common Stock will be able to cause the election of
their nominees as directors of the Company. The existence of the Class B
Common Stock may make the Company less attractive as a target for a takeover
proposal and may render more difficult or discourage a merger proposal or
proxy contest for the removal of the incumbent directors, even if such
actions were favored by the stockholders of the Company other than the
holders of the Class B Common Stock. Accordingly, the existence of the Class
B Common Stock may deprive the holders of Common Stock of an opportunity
they might otherwise have to sell their shares at a premium over the
prevailing market price in connection with a merger or acquisition. Under
Delaware law and the Company's Certificate of Incorporation, the approval by
a majority of the votes of the outstanding shares of stock of the Company
entitled to vote is required in order to consummate certain major corporate
transactions, such as a merger or a sale of substantially all assets of the
Company. Upon the consummation of this offering, Dr. Zandman, together with
Mr. Alfred Slaner and Mrs. Luella Slaner as co-trustees (the "Slaner
Trustees") under a revocable trust created by Mr. Slaner under an agreement
dated January 15, 1987, will continue to control the Company and will hold a
sufficient number of shares of Class B Common Stock and Common Stock to
approve or disapprove any such transaction regardless of how other shares of
the Company's capital stock are voted. See "Principal Stockholders."

<PAGE>
<PAGE> 29

Shares of Class B Common Stock are convertible into shares of Common
Stock on a one-to-one basis at any time at the option of the holder thereof.
The Class B Common Stock is not transferable except to the holder's spouse,
certain of such holder's relatives, certain trusts established for their
benefit, corporations and partnerships beneficially owned and controlled by
such holder, charitable organizations and such holder's estate. Upon any
transfer made in violation of those restrictions, shares of Class B Common
Stock will be automatically converted into shares of Common Stock on a
one-for-one basis.

Neither the holders of Common Stock nor the holders of Class B Common
Stock have any preemptive rights to subscribe for additional shares of
capital stock of the Company.

The Common Stock is listed on the New York Stock Exchange. There is no
public market for shares of Company's Class B Common Stock. All outstanding
shares of Common Stock and Class B Common Stock are, and upon issuance, the
shares of Common Stock to be sold hereunder will be, validly issued, fully
paid and nonassessable.

The Company furnishes to its stockholders annual reports containing
financial statements certified by an independent public accounting firm. In
addition, the Company furnishes to its stockholders quarterly reports
containing unaudited financial information for each of the first three
quarters of each year.

American Stock Transfer & Trust Company is the transfer agent and
registrar of the Company's Common Stock and Class B Common Stock.

PRINCIPAL STOCKHOLDERS

Dr. Felix Zandman and the Slaner Trustees control a majority of the
voting power of the Company. At July 15, 1994, the Slaner Trustees owned
1,481,738 shares of Common Stock, or 8% of the shares of Common Stock
outstanding, and 1,482,479 shares of the Class B Common Stock or 39% of the
shares of Class B Common Stock outstanding, which represented a combined
total of 29% of the voting power of the Company as of that date. At July 15,
1994, Dr. Zandman owned 27,344 shares of Common Stock, or .2% of the shares
of Common Stock outstanding, and 2,028,631 shares of Class B Common Stock,
or 54% of the shares of Class B Common Stock outstanding, which represented
a combined total of 36% of the Company's voting power as of that date. See
"Description of Capital Stock."

CERTAIN UNITED STATES TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS OF COMMON STOCK

General

The following is a general discussion of all material United States
federal income and estate tax consequences of the ownership and disposition
of Common Stock by a holder who is not a United States person (a "Non-U.S.
Holder"). For this purpose, the term "Non-U.S. Holder" is defined as any
person who is, as to the United States, a foreign corporation, a
non-resident alien individual, a non-resident fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members of which is,
for United States federal income tax purposes, a foreign corporation, a
<PAGE>
<PAGE> 30

non-resident alien, a non-resident individual or a non-resident fiduciary of
a foreign estate or trust. This discussion does not address all aspects of
United States federal income and estate taxes and does not deal with
foreign, state and local consequences that may be relevant to such Non-U.S.
Holders in light of their personal circumstances. Furthermore, this
discussion is based on current provisions of the Internal Revenue Code of
1986, as amended (the "Code"), existing and proposed regulations
promulgated thereunder and administrative and judicial interpretations
thereof, all of which are subject to change. Each prospective purchaser of
Common Stock is advised to consult a tax advisor with respect to current and
possible future tax consequences of acquiring, holding and disposing of
Common Stock.

An individual may, subject to certain exceptions, be deemed to be a
resident alien (as opposed to a non-resident alien) by virtue of being
present in the United States on at least 31 days in the calendar year and
for an aggregate of at least 183 days during a three-year period ending in
the current calendar year (counting for such purposes all of the days
present in the current year, one-third of the days present in the
immediately preceding year, and one-sixth of the days present in the second
preceding year). Resident aliens are subject to United States federal tax as
if they were United States citizens and residents.

Dividends

The Company does not currently pay cash dividends on its capital stock.
See "Price Range of Common Stock and Dividend Policy." In the event, however,
that the Company pays cash dividends in the future, such dividends paid to a
Non-U.S. Holder of Common Stock will be subject to withholding of United
States federal income tax at a 30% rate or such lower rate as may be specified
by an applicable income tax treaty, unless the dividends are effectively
connected with the conduct of a trade or business of the Non-U.S. Holder
within the United States. If the dividend is effectively connected with the
conduct of a trade or business of the Non-U.S. Holder within the United
States, the dividend would be subject to United States federal income tax on a
net income basis at applicable graduated individual or corporate rates and
would be exempt from the 30% withholding tax described above. Any such
effectively connected dividends received by a foreign corporation may, under
certain circumstances, be subject to an additional "branch profits tax" at a
30% rate or such lower rate as may be specified by an applicable income tax
treaty.

Under current United States Treasury regulations, dividends paid to an
address outside the United States are presumed to be paid to a resident of
such country for purposes of the withholding discussed above and, under the
current interpretation of United States Treasury regulations, for purposes
of determining the applicability of a tax treaty rate. Under proposed United
States Treasury regulations not currently in effect, however, a Non-U.S.
Holder of Common Stock who wishes to claim the benefit of an applicable
treaty rate would be required to satisfy applicable certification and other
requirements. Certain certification and disclosure requirements must be
complied with in order to be exempt from withholding under the effectively
connected income exemption discussed above.

<PAGE>
<PAGE> 31

A Non-U.S. Holder of Common Stock eligible for a reduced rate of United
States withholding tax pursuant to a tax treaty may obtain a refund of any
excess amounts currently withheld by filing an appropriate claim for refund
with the United States Internal Revenue Service (the "Service").

Gain on Disposition of Common Stock

A Non-U.S. Holder generally will not be subject to United States federal
income tax (and generally no tax will be withheld) with respect to gain
recognized on a sale or other disposition of Common Stock unless (i) the
gain is effectively connected with a trade or business of the Non-U.S.
Holder in the United States, (ii) in the case of a Non-U.S. Holder who is an
individual and holds the Common Stock as a capital asset, such holder is
present in the United States for 183 or more days in the taxable year of the
sale or other disposition and certain other conditions are met or (iii) the
Company is or has been a "U.S. real property holding corporation" for
United States federal income tax purposes. The Company is not and does not
anticipate becoming a "U.S. real property holding corporation" for United
States federal income tax purposes.

If an individual Non-U.S. Holder falls under clause (i) above, he will
be taxed on his net gain derived from the sale under regular graduated
United States federal income tax rates. If the individual falls under clause
(ii) above, he will be subject to a flat 30% tax on the gain derived from
the sale which may be offset by United States capital losses
(notwithstanding the fact that he is not considered a resident of the United
States). Thus, Non-U.S. Holders who have spent 183 days or more in the
United States in the taxable year in which they contemplate a sale of the
Common Stock are urged to consult their tax advisors as to the tax
consequences of such sale.

If the Non-U.S. Holder that is a foreign corporation falls under clause
(i) above, it will be taxed on its gain on a net income basis at applicable
graduated corporate rates and, in addition, be subject to the branch profits
tax equal to 30% of its "effectively connected earnings and profits"
within the meaning of the Code for the taxable year, as adjusted for certain
items, unless it qualifies for a lower rate under an applicable income tax
treaty.

Federal Estate Taxes

Common Stock owned, or treated as owned, by a non-resident alien
individual (as specifically determined for United States federal estate tax
purposes) at the time of death will be included in such holder's gross
estate for United States federal estate tax purposes, unless an applicable
estate tax treaty provides otherwise.

United States Information Reporting and Backup Withholding Tax

The Company must report annually to the Service and to each Non-U.S.
Holder the amount of dividends paid to such holder and the tax withheld with
respect to such dividends. These information reporting requirements apply
regardless of whether withholding is required. Copies of the information
returns reporting such dividends and withholding may also be made available
to the tax authorities in the country in which the Non-U.S. Holder resides
under the provisions of an applicable income tax treaty.

<PAGE>
<PAGE> 32

United States backup withholding tax (which generally is a withholding
tax imposed at the rate of 31% on certain payments to persons that fail to
furnish certain information under the United States information reporting
requirements) generally will not apply to (a) the payment of dividends paid
on Common Stock to a Non-U.S. Holder at an address outside the United States
or (b) the payment of the proceeds of the sale of Common Stock to or through
the foreign office of a broker. In the case of the payment of proceeds from
such a sale of Common Stock through a foreign office of a broker that is a
United States person or a "U.S. related person," however, information
reporting (but not backup withholding) is required with respect to the
payment unless the broker has documentary evidence in its files that the
owner is a Non-U.S. Holder and certain other requirements are met or the
holder otherwise establishes an exemption. For this purpose, a "U.S.
related person" is (i) a "controlled foreign corporation" for United
States federal income tax purposes, or (ii) a foreign person 50% or more of
whose gross income from all sources for the three-year period ending with
the close of its taxable year preceding the payment (or for such part of the
period that the broker has been in existence) is derived from activities
that are effectively connected with the conduct of a United States trade or
business. The payment of the proceeds of a sale of shares of Common Stock to
or through a Unired States office of a broker is subject to information
reporting and possible backup withholding unless the owner certifies its
non-United States status under penalties of perjury or otherwise establishes
an exemption. Any amounts withheld under the backup withholding rules from a
payment to a Non-U.S. Holder will be allowed as a refund or a credit against
such Non-U.S. Holder's United States federal income tax liability, provided
that the required information is furnished to the Service.

These information reporting and backup withholding rules are under
review by the United States Treasury, and their application to the Common
Stock could be changed prospectively by future regulations.

THE FOREGOING DISCUSSION IS INCLUDED FOR GENERAL INFORMATION ONLY.
ACCORDINGLY, EACH PROSPECTIVE PURCHASER IS URGED TO CONSULT WITH HIS TAX
ADVISOR WITH RESPECT TO THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF
THE OWNERSHIP AND DISPOSITION OF COMMON STOCK, INCLUDING THE APPLICATION AND
EFFECT OF THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING
JURISDICTION.

<PAGE>
<PAGE> 33

UNDERWRITING

The underwriters of the U.S. Offering named below (the "U.S.
Underwriters"), for whom Bear, Stearns & Co. Inc., Donaldson, Lufkin &
Jenrette Securities Corporation, Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Salomon Brothers Inc are acting as
representatives, have severally agreed with the Company, subject to the
terms and conditions of the U.S. Underwriting Agreement (the form of which
has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part), to purchase from the Company the aggregate number of
U.S. Shares set forth opposite their respective names below:

Number of
Name of U.S. Underwriter U.S. Shares
------------------------ -----------
Bear, Stearns & Co. Inc. .............................. 372,000
Donaldson, Lufkin & Jenrette Securities Corporation.... 372,000
Lehman Brothers Inc. .................................. 372,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated..... 372,000
Salomon Brothers Inc .................................. 372,000
Alex Brown & Sons Incorporated ........................ 70,000
S.G. Warburg & Co. Inc. ............................... 70,000
Gerard Klauer Mattison & Co. Inc. ..................... 40,000
Janney Montgomery Scott Inc. .......................... 40,000
C.L. King & Associates, Inc. .......................... 40,000
Merk Securities Lucerne Ltd. .......................... 40,000
Monness, Crespi, Hardt & Co., Inc. .................... 40,000
---------
Total ............................................. 2,200,000
=========

The Managers of the concurrent International Offering named below (the
"Managers"), for whom Bear, Stearns International Limited, Donaldson,
Lufkin & Jenrette Securities Corporation, Lehman Brothers International
(Europe), Merrill Lynch International Limited and Salomon Brothers
International Limited are acting as lead Managers, have severally agreed
with the Company, subject to the terms and conditions of the International
Underwriting Agreement (the form of which has been filed as an exhibit to
the Registration Statement of which this Prospectus is a part), to subscribe
and pay for the aggregate number of International Shares set forth opposite
their respective names below:

Number of
Name of Manager International Shares
--------------- --------------------
Bear, Stearns International Limited.................... 90,000
Donaldson, Lufkin & Jenrette Securities Corporation.... 90,000
Lehman Brothers International (Europe)................. 90,000
Merrill Lynch International Limited ................... 90,000
Salomon Brothers International Limited................. 90,000
ABN Amro Bank ......................................... 25,000
BHF Securities Corp. .................................. 25,000
Societe Generale ...................................... 25,000
S.G. Warburg Securities ............................... 25,000
-------
Total ............................................. 550,000
=======

The nature of the respective obligations of the U.S. Underwriters and
the Managers is such that all of the U.S. Shares and all of the
International Shares must be purchased if any are purchased. Those
obligations are subject, however, to various conditions, including the
approval of certain matters by counsel. The Company has agreed to indemnify
the U.S. Underwriters and the Managers against certain liabilities,
including liabilities under the Act, and, where such indemnification is
unavailable, to contribute to payments that the U.S. Underwriters and the
Managers may be required to make in respect of such liabilities.

<PAGE>
<PAGE> 34

The Company has been advised that the U.S. Underwriters propose to offer
the U.S. Shares in the United States and Canada and the Managers propose to
offer the International Shares outside the United States and Canada,
initially at the public offering price set forth on the cover page of this
Prospectus and to certain selected dealers at such price less a concession
not to exceed $0.94 per share; that the U.S. Underwriters and the Managers
may allow, and such selected dealers may reallow, a concession to certain
other dealers not to exceed $0.10 per share; and that after the commencement
of the Offering, the public offering price and the concessions may be
changed.

The Company has granted the U.S. Underwriters and the Managers options
to purchase in the aggregate up to 412,500 additional shares of Common Stock
solely to cover over-allotments, if any. The options may be exercised in
whole or in part at any time within 30 days after the date of this
Prospectus. To the extent the options are exercised, the U.S. Underwriters
and the Managers will be severally committed, subject to certain conditions,
to purchase the additional shares in proportion to their respective purchase
commitments as indicated in the preceding tables.

Pursuant to an agreement between the U.S. Underwriters and the Managers
(the "Agreement Between"), each U.S. Underwriter has agreed that, as part
of the distribution of the U.S. Shares and subject to certain exceptions,
(a) it is not purchasing any U.S. Shares for the account of anyone other
than a U.S. or Canadian Person (as defined below) and (b) it has not offered
or sold, and will not offer, sell, resell or deliver, directly or
indirectly, any U.S. Shares or distribute any prospectus relating to the
U.S. Offering outside the United States or Canada or to anyone other than a
U.S. or Canadian Person or a dealer who similarly agrees. Similarly,
pursuant to the Agreement Between, each Manager has agreed that, as part of
the distribution of the International Shares and subject to certain
exceptions, (a) it is not purchasing any of the International Shares for the
account of any U.S. or Canadian Person and (b) it has not offered or sold,
and will not offer, sell, resell or deliver, directly or indirectly, any of
the International Shares or distribute any prospectus relating to the
International Offering in the United States or Canada or to any U.S. or
Canadian Person or a dealer who does not similarly agree. As used herein,
"U.S. or Canadian Person" means any resident or citizen of the United
States or Canada, any corporation, pension, profit sharing or other trust,
or other entity organized under or governed by the laws of the United States
or Canada or of any political subdivision thereof (other than the foreign
branch of any U.S. or Canadian Person), any estate or trust, the income of
which is subject to United States or Canadian federal income taxation
regardless of the source of its income, and any United States or Canadian
branch of a person other than a U.S. or Canadian Person. The term "United
States" means the United States of America, its territories, its
possessions and other area subject to its jurisdiction; and "Canada" means
the provinces of Canada, its territories, its possessions and other areas
subject to its jurisdiction.

Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the Managers of such number of shares of Common Stock as
may be mutually agreed upon. The price of any shares so sold shall be the
public offering price as then in effect for the Common Stock being sold by
the U.S. Underwriters and the Managers, less an amount not greater than the
selling concession allocable to such Common Stock. To the extent that there

<PAGE>
<PAGE> 35

are sales between the U.S. Underwriters and the Managers pursuant to the
Agreement Between, the number of shares initially available for sale by the
U.S. Underwriters or by the Managers may be more or less than the amount
specified on the cover page of this Prospectus.

Each U.S. Underwriter and each Manager has represented and agreed that
(i) it has not offered or sold, and will not offer or sell, in the United
Kingdom by means of any document, any shares of Common Stock other than to
persons whose ordinary business it is to buy or sell shares or debentures,
whether as principal or agent (except under circumstances which do not
constitute an offer to the public within the meaning of the Companies Act
1985 of Great Britain); (ii) it has complied and will comply with applicable
provisions of the Financial Services Act 1986 with respect to anything done
by it in relation to the Common Stock in, from or otherwise involving the
United Kingdom, and (iii) it has only issued or passed on, and will only
issue or pass on to any person in the United Kingdom, any documents received
by it in connection with the issue of Common Stock if that person is of a
kind described in Article 9(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1988 (as amended) or in other
circumstances exempted from the restrictions on advertising in the Financial
Services Act 1986.

Purchasers of the shares offered hereby may be required to pay stamp
taxes and other charges in accordance with the laws and practices of the
country of purchase in addition to the initial public offering price set
forth on the cover page hereof.

The Company and its principal stockholders have agreed that, for a
period of 90 days after the date of this Prospectus, they will not, without
the prior written consent of the Representatives, sell, offer to sell or
otherwise dispose of any shares (or securities convertible into or
exercisable for shares) of Common Stock or Class B Common Stock, other than
the sale of the shares offered hereby, the issuance of shares of Common
Stock upon the exercise of employee stock options, the grant of such options
and the conversion of outstanding shares of Class B Common Stock into shares
of Common Stock.

From time to time in recent years, Bear, Stearns & Co. Inc. ("Bear
Stearns"), Lehman Brothers Inc. and Salomon Brothers Inc ("Salomon") have
performed various investment banking and other financial advisory services
for the Company for which they have received customary compensation. Such
services included, in the case of Bear Stearns, acting as a financial
advisor to the Company in 1994 in connection with long-term financial
planning, in the case of Bear Stearns and Salomon, acting as co-managing
underwriters for the public offering of shares of the Company's Common Stock
in August 1990 and as standby purchasers in connection with the Company's
call of the Debentures for redemption in September 1992, and, in the case of
all three firms, acting as co-managing underwriters for the public offering
of the Company's Common Stock in December 1992. In addition, Merrill Lynch,
Pierce, Fenner & Smith Incorporated acted as financial advisor to Thomas &
Betts Corporation in connection with the sale of Vitramon to the Company,
for which it received customary compensation.

<PAGE>
<PAGE> 36

NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

The distribution of the Common Stock in Canada is being made only on a
private placement basis exempt from the requirement that the Company prepare
and file a prospectus with the securities regulatory authorities in each
province where trades of Common Stock are effected. Accordingly, any resale
of the Common Stock in Canada must be made in accordance with applicable
securities laws which will vary depending on the relevant jurisdiction, and
which may require resales to be made in accordance with available statutory
exemptions or pursuant to a discretionary exemption granted by the
applicable Canadian securities regulatory authority. Purchasers are advised
to seek legal advice prior to any resale of the Common Stock.

Representations of Purchasers

Confirmations of the acceptance of offers to purchase shares of Common
Stock will be sent to Canadian residents to whom this Prospectus has been
sent and who have not withdrawn their offers to purchase prior to the
issuance of such confirmations. Each purchaser of Common Stock in Canada who
receives a purchase confirmation will be deemed to represent to the Company
and the dealer from whom such purchase confirmation is received that (i)
such purchaser is entitled under applicable provincial securities laws to
purchase such Common Stock without the benefit of a prospectus qualified
under such securities laws, (ii) where required by law, such purchaser is
purchasing as principal and not as agent and (iii) such purchaser has
reviewed the text above under "Notice to Canadian Residents - Resale
Restrictions."

Notice to Ontario Residents

The Common Stock offered hereby is being issued by a foreign issuer and
Ontario purchasers will not receive the contractual right of action
prescribed by Section 32 of the Regulation under the Securities Act
(Ontario). As a result, Ontario purchasers must rely on other remedies that
may be available, including common law rights of action for damages or
rescission or rights of action under the civil liability provisions of the
U.S. federal securities laws.

All of the Company's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be
possible for Ontario purchasers to effect service of process within Canada
upon the Company or such persons. All or a substantial portion of the assets
of the Company and such persons may be located outside of Canada and, as a
result, it may not be possible to satisfy a judgment against the Company or
such persons in Canada or to enforce a judgment obtained in Canadian courts
against the Company or persons outside of Canada.

Notice to British Columbia Residents

A purchaser of Common Stock to whom the Securities Act (British
Columbia) applies is advised that such purchaser is required to file with
the British Columbia Securities Commission a report within ten days of the
sale of any Common Stock acquired by such purchaser pursuant to this
offering. Such report must be in the form attached to British Columbia

<PAGE>
<PAGE> 37

Securities Commission Blanket Order BOR #88/5, a copy of which may be
obtained from the Company. Only one such report must be filed in respect of
Common Stock acquired on the same date under the same prospectus exemption.

Notice to Nova Scotia Residents

The Securities Act (Nova Scotia) provides that where a Canadian offering
document, together with any amendments thereto, contains a
misrepresentation, a purchaser who purchases securities shall be deemed to
have relied on such misrepresentation if it was a misrepresentation at the
time of purchase and has a right of action for damages against the seller of
the securities or he may elect to exercise the right of rescission against
the seller, in which case he shall have no right of action for damages
against the seller, provided that:

(a) the seller will not be liabile if the seller proves that the
purchaser purchased the securities with knowledge of the
misrepresentation;

(b) in an action for damages the seller will not be liable for all or
any portion of such damages that the seller proves do not represent
the depreciation in value of the security as a result of the
misrepresentation relied upon;

(c) in no case shall the amount recoverable pursuant to the right of
action exceed the price at which the securities were offered; and

(d) the action for rescission or damages conferred by the Securities Act
(Nova Scotia) is in addition to and without derogation from any
other rights the purchaser may have at law;

but no action to enforce these rights may be commenced:

(i) in the case of an action for rescission, 180 days after the date
of the transaction that gave rise to the cause of action; or

(ii) in the case of an action for damages, the earlier of:

(1) 180 days after the purchaser first had knowledge of the
facts giving rise to the cause of action; or

(2) three years after the date of the transaction that gave
rise to the cause of action.

Language of Documents

All Canadian purchasers of shares of Common Stock acknowledge that all
documents evidencing or relating in any way to the sale of such shares will
be drawn in the English language only. Vous reconnaissez par les presentes
que c'est votre volente express que tous les documents faisant foi ou se
rapportant de quelque maniere a la vente des valeurs mobilieres rediges
en anglais seulement.

<PAGE>
<PAGE> 38

EXPERTS

The consolidated financial statements of Vishay Intertechnology, Inc.,
appearing in the Company's Annual Report (Form 10-K) for the year ended
December 31, 1993, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

The combined financial statements of Vitramon, Incorporated and Vitramon
Limited (U.K.) as of and for the years ended January 1, 1994 and January 2,
1993 have been incorporated by reference herein in reliance upon the report
of KPMG Peat Marwick, independent certified public accountants, incorporated
by reference herein and upon the authority of said firm as experts in
accounting and auditing.

LEGAL MATTERS

The legality of the Common Stock offered hereby is being passed upon for
the Company by Kramer, Levin, Naftalis, Nessen, Kamin & Frankel, New York,
New York. Certain legal matters will be passed upon for the U.S.
Underwriters and Managers by Weil, Gotshal and Manges (a partnership
including professional corporations), New York, New York.

<PAGE>
<PAGE> 39

(THIS PAGE INTENTIONALLY LEFT BLANK)

<PAGE>
<PAGE> 40
INDEX TO PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

Page
----
Pro Forma Condensed Consolidated Financial Statements of
Vishay Intertechnology, Inc. and Vitramon (Unaudited).............. F-2

Pro Forma Condensed Consolidated Balance Sheet as of March 31, 1994.. F-3

Pro Forma Condensed Consolidated Statement of Operations for the Year
Ended December 31, 1993............................................ F-4

Pro Forma Condensed Consolidated Statement of Operations for the
Three Months Ended March 31, 1994.................................. F-5

Notes to Pro Forma Condensed Consolidated Financial Statements....... F-6

<PAGE>
<PAGE> 41
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
VISHAY INTERTECHNOLOGY, INC.
AND
VITRAMON
(Unaudited)

The following pro forma condensed consolidated balance sheet (unaudited)
as of March 31, 1994 and pro forma condensed consolidated statements of
operations (unaudited) for the year ended December 31, 1993 and the three
months ended March 31, 1994 give effect to (i) Vishay's acquisition of all
of the capital stock of Vitramon from Thomas & Betts Corporation and (ii)
the sale by Vishay of 2,750,000 shares of Common Stock pursuant to a
contemplated public offering (assuming a public offering price of $42.50 per
share based on the closing market price of the Common Stock on July 14,
1994) and the use of such proceeds to fund the prepayment of the Bridge
Facility and reduce revolving credit borrowings. The pro forma condensed
consolidated statements of operations for the year ended December 31, 1993
and the three months ended March 31, 1994, present the results of operations
of Vishay as if both of the above mentioned transactions were consummated as
of January 1, 1993. The pro forma information is based on the historical
financial statements of Vishay and Vitramon, giving effect to the
acquisition under the purchase method of accounting and the assumptions and
adjustments set forth in the accompanying notes.

These pro forma condensed consolidated financial statements have been
prepared by Vishay's management based upon the audited combined financial
statements of Vitramon for the year ended January 1, 1994 and the unaudited
combined interim financial statements of Vitramon as of and for the quarter
ended April 2, 1994. These pro forma financial statements may not be
indicative of the results that actually would have occurred if Vishay had
acquired all of the capital stock of Vitramon on the dates indicated or
those that may be obtained in the future. The pro forma financial statements
should be read in conjunction with the consolidated financial statements of
Vishay included in Vishay's Annual Report on Form 10-K for the year ended
December 31, 1993 and Vishay's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, and the combined financial statements of Vitramon for
the year ended January 1, 1994 and as of and for the quarter ended April 2,
1994, incorporated by reference herein.

<PAGE>
<PAGE> 42
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)

March 31, 1994 April 2, 1994 March 31,
As Reported As Reported Pro Forma 1994
Vishay Vitramon Adjustments Pro Forma
------ -------- ----------- ---------
(In thousands)
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents....................... $ 19,155 $ 14,589 $ 33,744
Accounts receivable............................. 151,297 17,020 168,317
Inventories .................................... 226,468 20,077 246,545
Other current assets............................ 38,241 2,707 ($2,090)(C) 38,858
---------- -------- --------- ----------
Total Current Assets........................ 435,161 54,393 (2,090) 487,464

Property and equipment.......................... 433,568 44,711 10,000 (C) 488,279
Goodwill ....................................... 120,695 105,718 (C) 226,413

Other assets ................................... 14,266 949 5,250 (C) 22,365
1,900 (C)
---------- -------- --------- ----------
$1,003,690 $100,053 $ 120,778 $1,224,521
========== ======== ========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts and notes payable ..................... $ 86,202 $ 24,605 ($18,000)(C) $ 92,807
Other current liabilities....................... 91,610 20,280 (10,530)(C) 116,360
15,000 (C)
Current portion of long-term debt .............. 30,543 1,909 (1,909)(C) 30,543
---------- -------- --------- ----------
Total Current Liabilities .................. 208,355 46,794 (15,439) 239,710

Long-term debt ................................. 285,475 13,790 186,700 (A) 360,800
(111,375)(B)
(13,790)(C)

Other non-current liabilities .................. 116,722 2,819 (43)(C) 119,498

Stockholders' equity Common stock .............. 2,123 234 275 (B) 2,398
(234)(C)

Other stockholders' equity ..................... 391,015 36,416 111,100 (B) 502,115
(36,416)(C)
---------- -------- --------- ----------

$1,003,690 $100,053 $ 120,778 $1,224,521
========== ======== ========= ==========
</TABLE>

See notes to pro forma condensed consolidated financial statements.

<PAGE>
<PAGE> 43

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>

Year ended Year ended Year Ended
December 31, 1993 January 1, 1994 Pro Forma December 31,
As Reported As Reported Adjustments 1993
Vishay Vitramon - Note D Pro Forma
------ -------- -------- ---------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Net sales ...................................... $856,272 $118,394 $974,666
Costs of products sold.......................... 663,239 81,512 ($4,253)(2) 740,498
-------- -------- ------- --------
Gross profit.................................... 193,033 36,882 4,253 234,168
Selling, general, and administrative
expenses ..................................... 118,906 24,136 (5,783)(5) 137,530
271 (6)
Restructuring expenses.......................... 6,659 6,659
Unusual items .................................. (7,221) (7,221)
-------- -------- ------- --------

Operating income ............................... 74,689 12,746 9,765 97,200

Other income (expense):
Interest expense............................... (20,624) (3,229) (4,142)(1) (24,766)
3,229 (3)

Goodwill amortization.......................... (3,294) (2,643)(4) (5,937)
Other ......................................... 123 (84) 39
-------- -------- ------- --------

(23,795) (3,313) (3,556) (30,664)
-------- -------- ------- --------
Earnings before income taxes and
cumulative effect of accounting change........ 50,894 9,433 6,209 66,536

Income taxes ................................... 8,246 4,773 2,173 (7) 15,192
-------- -------- ------- --------
Earnings before cumulative effect of
accounting change ............................ 42,648 4,660 4,036 51,344

Cumulative effect of accounting change for
income taxes ................................. 1,427 1,427
-------- -------- ------- --------
Net earnings ................................... $ 44,075 $ 4,660 $ 4,036 $ 52,771
======== ======== ======== ========
Earnings per share - Note E

Before cumulative effect of accounting
change ....................................... $1.91 $2.05

Accounting change for income taxes ............. $0.07 $0.06
======== ========
Net earnings ................................... $1.98 $2.11
======== ========
Weighted average shares outstanding -
Note E........................................ 22,289 25,039
</TABLE>
See notes to pro forma condensed consolidated financial statements.

<PAGE>
<PAGE> 44

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>

Three Months Three Months Three Months
Ended Ended Ended
March 31, 1994 April 2, 1994 Pro Forma March 31,
As Reported As Reported Adjustments 1994
Vishay Vitramon - Note D Pro Forma
------ -------- -------- ---------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Net sales ...................................... $226,015 $34,575 $260,590
Costs of products sold ......................... 175,215 23,743 ($1,092)(2) 197,866
--------- ------- ------- --------
Gross profit ................................... 50,800 10,832 1,092 62,724

Selling, general, and administrative
expenses ..................................... 30,176 6,528 (1,569)(5) 35,203
68 (6)
--------- ------- ------- --------
Operating income ............................... 20,624 4,304 2,593 27,521

Other income (expense):
Interest expense............................... (5,040) (729) (1,035)(1) (6,075)
729 (3)
Goodwill amortization.......................... (801) (661)(4) (1,462)
Other ......................................... 468 73 541
--------- ------- ------- --------
(5,373) (656) (967) (6,996)
--------- ------- ------- --------

Earnings before income taxes ................... 15,251 3,648 1,626 20,525
Income taxes ................................... 2,593 1,676 569 (7) 4,838
--------- ------- ------- --------

Net earnings.................................... $ 12,658 $ 1,972 $ 1,057 $ 15,687
======== ======= ======== ========
Earnings per share - Note E .................... $0.57 $0.63
======== ========
Weighted average shares outstanding - Note E ... 22,292 25,042
======== ========
</TABLE>

See notes to pro forma condensed consolidated financial statements.

<PAGE>
<PAGE> 45

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Certain financial information has been derived from the combined audited
financial statements and notes thereto of Vitramon for the year ended
January 1, 1994 and from Vitramon's unaudited combined interim financial
statements as of and for the quarter ended April 2, 1994.

(A) Reflects an increase in outstanding indebtedness as a result of the
purchase by Vishay of all of the capital stock of Vitramon from Thomas &
Betts. Assumes additional borrowings of $200,000 (including $100,000 Bridge
Facility) from a syndicate of banks, use of $186,700 of such borrowings to
finance the acquisition and use of $13,300 to reduce revolving credit
borrowings, which results in increased long-term debt of $186,700. Purchase
price and related costs financed through long-term debt:

Purchase price........................................... $184,000
Professional fees and other liabilities.................. 2,700
--------
Total purchase price..................................... $186,700
========

(B) Reflects the assumed receipt of the estimated net proceeds of $111.4
million from the proposed sale by Vishay of 2,750,000 shares of Common Stock
pursuant to a contemplated public offering (assuming a public offering price
of $42.50 per share based on the closing market price of the Common Stock on
July 14, 1994) and the use of such proceeds to fund the prepayment of the
$100,000 Bridge Facility and to reduce revolving credit borrowings.

Increase
(Decrease)
----------
Long-term debt......................................... $(111,375)
Common stock........................................... 275
Other stockholders' equity ............................ 111,100

(C) Under purchase accounting, Vitramon's assets and liabilities are
required to be adjusted from historical amounts to their estimated fair
values. Purchase accounting adjustments have been preliminarily estimated by
Vishay's management based upon available information and are believed by
management to be reasonable. There can be no assurance, however, that the
estimated adjustments represent the final purchase accounting adjustments
that will ultimately be determined by Vishay. The following pro forma
adjustments have been made to reflect the estimated fair values of the
assets and liabilities of Vitramon as of March 31, 1994 and to eliminate
assets and liabilities which were retained by Thomas & Betts under the terms
of the purchase agreement.

<PAGE>
<PAGE> 46

Net Assets
-------------------
Increase (Decrease)
As reported by Vitramon:
Common Stock............................................... $ 234
Other stockholders' equity................................. 36,416
--------
36,650
Fair value adjustments:
Property and equipment .................................... 10,000
Estimated Vitramon accruals................................ (15,000)(1)
Deferred income taxes
Other current assets .................................. (2,090)
Other assets........................................... 5,250
Other non-current liabilities.......................... 43

Assets and liabilities retained by Thomas & Betts:
Accounts and notes payable............................. 18,000
Other current liabilities ............................. 10,530
Current portion of long-term debt...................... 1,909
Long-term debt ....................................... 13,790

Deferred bank costs ....................................... 1,900
Cost in excess of net assets of company acquired ......... 105,718
--------
Total purchase price....................................... $186,700
========

(1) Estimated Vitramon accruals of $15,000,000 consist primarily of
severance costs related to planned workforce reductions at Vitramon
($9,000,000), anticipated environmental clean-up costs, which consist
primarily of cost estimates associated with possible soil excavation of
existing metal contaminants and the clean up of other existing
contaminants at some Vitramon facilities ($4,000,000), and an accrual for
bonuses and contract cancellation costs associated with Vitramon personnel
and contracts ($2,000,000). The above accruals are part of the purchase
accounting connected with the Vitramon acquisition and as such, will
not affect future earnings.

(D) For purposes of determining the pro forma effect of the Vitramon
acquisition on the Vishay consolidated statement of operations, the
following estimated pro forma adjustments have been made:
<TABLE>
<CAPTION>
Increase (Decrease) Income
--------------------------------
Year Ended Three Months Ended
12/31/93 3/31/94
---------- -------------------
<S> <C> <C>
1. Interest expense on net additional variable rate long-term debt
of $75,300 at a 5.5% assumed rate.............................. $(4,142) $(1,035)

2. Decrease in depreciation resulting from adjustments to fair
value of property, plant and equipment and the establishment by
Vishay of estimated remaining useful lives .................... 4,253 1,092

3. Elimination of Vitramon's interest expense relating to debt not
assumed by Vishay.............................................. 3,229 729

4. Amortization of cost in excess of net assets acquired
(goodwill) over a forty-year period............................ (2,643) (661)

5. Elimination of Vitramon's management charges from parent....... 5,783 1,569

6. Amortization of deferred bank costs over a seven-year period... (271) (68)

7. Income tax expense applicable to adjustments at a 35% assumed
rate........................................................... (2,173) (569)
------- -------
$ 4,036 $ 1,057
======= =======
</TABLE>
<PAGE>
<PAGE> 47

Vitramon's management charges from parent noted above represent services
provided by Thomas & Betts for general management, accounting, internal
audit, cash management, risk management, human resources, legal and tax
services. These costs have been eliminated as Vishay's current organization
is structured to provide these management services without incurring
significant additional costs.

(E) Earnings per share for the year ended December 31, 1993 and the
three months ended March 31, 1994 were computed as follows (in thousands,
except earnings per share data):
<TABLE>
<CAPTION>
Year Ended Three Months Ended
12/31/93 3/31/94
-------- -------
<S> <C> <C>
Weighted average number of common shares outstanding.............. 22,289 22,292
Contemplated issuance of common stock ............................ 2,750 2,750
------- -------
Total............................................................. 25,039 25,042
======= =======
Pro forma net earnings ........................................... $52,771 $15,687
======= =======
Pro forma net earnings per share.................................. $ 2.11 $ 0.63
======= =======
</TABLE>

<PAGE>
<PAGE> 48

<TABLE>
<CAPTION>
<S> <C>
====================================================== ======================================================

No dealer, salesman, or other person has been
authorized to give any information or to make any
representation not contained in or incorporated by 2,750,000 SHARES
reference in this Prospectus in connection with the
offer contained herein and, if given or made, such
other information or representation must not be relied
upon as having been authorized by the Company, any VISHAY
Underwriter or any other person. This Prospectus does INTERTECHNOLOGY, INC.
not constitute an offer to sell or a solicitation of
an offer to buy, any securities other than the
registered securities to which it relates, or an offer
to sell or a solicitation of an offer to buy, to COMMON STOCK
anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to
do so, or to anyone to whom it is unlawful to make
such offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall,
under any cir- cumstances, create any implication that
there has been no change in the affairs of the Company
since the date hereof or that the information
contained or incorporated by reference herein is LOGO
correct as of any time subsequent to its date.
----------
TABLE OF CONTENTS
Page
-----
Available Information........................... 2
Incorporation of Certain Information by
Reference .................................... 2
Prospectus Summary.............................. 3
The Company..................................... 6
Recent Developments............................. 7 ----------
Use of Proceeds................................. 7
Price Range of Common Stock and Dividend Policy. 7 PROSPECTUS
Capitalization.................................. 8
Selected Historical Consolidated ----------
Financial Information......................... 9
Management's Discussion and Analysis of
Financial Condition and Results of Operations. 10
Business ....................................... 15 BEAR, STEARNS & CO. INC.
Management...................................... 20
Description of Capital Stock.................... 22 DONALDSON, LUFKIN & JENRETTE
Principal Stockholders ......................... 23 SECURITIES CORPORATION
Certain United States Tax Consequences to
Non-United States Holders of Common Stock..... 23 LEHMAN BROTHERS
Underwriting ................................... 26
Notice to Canadian Residents ................... 28
Experts......................................... 30 MERRILL LYNCH & CO.
Legal Matters................................... 30
Index to Pro Forma Financial Statements......... F-1 SALOMON BROTHERS INC

August 4, 1994

====================================================== ======================================================
</TABLE>

<PAGE>
<PAGE> 49

LOGO

PROSPECTUS
2,750,000 Shares

Vishay Intertechnology, Inc.

Common Stock

All of the 2,750,000 shares of Common Stock offered hereby are being
sold by the Company. Of those shares, 550,000 shares (the "International
Shares") are being offered outside the United States and Canada (the
"International Offering") by the Managers and 2,200,000 shares (the
"U.S. Shares") are being offered concurrently in the United States and
Canada (the "U.S. Offering") by the U.S. Underwriters. The public
offering price and the underwriting discounts and commissions are
identical for both the International Offering and the U.S. Offering
(collectively, the "Offering").

The Common Stock is traded on the New York Stock Exchange under the
symbol VSH. On August 4, 1994, the last sale price of the Common Stock as
reported on the New York Stock Exchange Composite Tape was $41.25 per
share. See "Price Range of Common Stock and Dividend Policy."
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
==============================================================================
Underwriting
Discounts
Price to and Proceeds to
Public Commissions (1) Company (2)
- ------------------------------------------------------------------------------
Per Share................... $41.125 $1.580 $39.545
- ------------------------------------------------------------------------------
Total(3).................... $113,093,750 $4,345,000 $108,748,750
==============================================================================
(1) See "Underwriting" for indemnification arrangements with the U.S.
Underwriters and the Managers.
(2) Before deducting expenses of the Offering payable by the Company,
estimated at $1,000,000.
(3) The Company has granted the U.S. Underwriters and the Managers 30-day
options to purchase in the aggregate up to 412,500 additional shares
of Common Stock solely to cover over-allotments, if any. If the
options are exercised in full, the total Price to Public, Underwriting
Discounts and Commissions and Proceeds to Company will be $130,057,813,
$4,996,750 and $125,061,063, respectively. See "Underwriting."
----------
The International Shares are offered by the several Managers, subject
to prior sale, when, as and if delivered to and accepted by them and
subject to certain conditions, including the approval of certain legal
matters by counsel. The Managers reserve the right to withdraw, cancel or
modify the International Offering and to reject orders in whole or in
part. It is expected that delivery of the International Shares will be
made against payment therefor on or about August 11, 1994, at the offices
of Bear, Stearns & Co. Inc., 245 Park Avenue, New York, New York 10167.
----------

Bear, Stearns International Limited
Donaldson, Lufkin & Jenrette
Securities Corporation
Lehman Brothers
Merrill Lynch International Limited
Salomon Brothers International Limited

August 4, 1994
I-1

<PAGE>
<PAGE> 50

<TABLE>
<CAPTION>
<S> <C>
====================================================== ======================================================

No dealer, salesman, or other person has been
authorized to give any information or to make any
representation not contained in or incorporated by 2,750,000 SHARES
reference in this Prospectus in connection with the
offer contained herein and, if given or made, such
other information or representation must not be relied
upon as having been authorized by the Company, any VISHAY
Underwriter or any other person. This Prospectus does INTERTECHNOLOGY, INC.
not constitute an offer to sell or a solicitation of
an offer to buy, any securities other than the
registered securities to which it relates, or an offer
to sell or a solicitation of an offer to buy, to
anyone in any jurisdiction in which such offer or COMMON STOCK
solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to
do so, or to anyone to whom it is unlawful to make
such offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall,
under any cir- cumstances, create any implication that
there has been no change in the affairs of the Company
since the date hereof or that the information LOGO
contained or incorporated by reference herein is
correct as of any time subsequent to its date.
----------
TABLE OF CONTENTS
Page
-----
Available Information........................... 2
Incorporation of Certain Information by
Reference .................................... 2
Prospectus Summary.............................. 3 ----------
The Company..................................... 6 PROSPECTUS
Recent Developments............................. 7 ----------
Use of Proceeds................................. 7
Price Range of Common Stock and
Dividend Policy............................... 7
Capitalization.................................. 8
Selected Historical Consolidated
Financial Information......................... 9
Management's Discussion and Analysis of BEAR, STEARNS
Financial Condition and INTERNATIONAL LIMITED
Results of Operations......................... 10
Business........................................ 15 DONALDSON, LUFKIN & JENRETTE
Management...................................... 20 SECURITIES CORPORATION
Description of Capital Stock.................... 22
Principal Stockholders ......................... 23 LEHMAN BROTHERS
Certain United States Tax Consequences to
Non-United States Holders of Common Stock..... 23 MERRILL LYNCH
Underwriting ................................... 26 INTERNATIONAL LIMITED

Notice to Canadian Residents ................... 28 SALOMON BROTHERS
Experts......................................... 30 INTERNATIONAL LIMITED
Legal Matters................................... 30
Index to Pro Forma Financial Statements......... F-1
August 4, 1994
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