SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT of 1934
For the transition period from _______________ to _______________
Commission File Number 1-7416
VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-1686453
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
63 Lincoln Highway, Malvern, Pennsylvania 19355
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 644-1300
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No ___
As of August 3, 1995 registrant had 45,488,267 shares of its
Common Stock and 7,232,094 shares of its Class B Common Stock
outstanding.
<PAGE>
<PAGE>
VISHAY INTERTECHNOLOGY, INC.
FORM 10-Q JUNE 30, 1995
CONTENTS
Page No.
________
PART I FINANCIAL INFORMATION
Item 1. Consolidated Condensed Balance Sheets - 3-4
June 30, 1995 and December 31, 1994
Consolidated Condensed Statements of 5
Operations - Three Months Ended
June 30, 1995 and 1994
Consolidated Condensed Statements of 6
Operations - Six Months Ended June
30, 1995 and 1994
Consolidated Condensed Statements of 7
Cash Flows - Six Months Ended
June 30, 1995 and 1994
Notes to Consolidated Condensed 8-9
Financial Statements
Item 2. Management's Discussion and Analysis 10-12
of Financial Condition and Results of
Operations
PART II. OTHER INFORMATION 13-14
<PAGE>
<PAGE>
<TABLE>
VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(Unaudited - In thousands)
<CAPTION>
June 30 December 31
ASSETS 1995 1994
_________ ___________
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $28,514 $26,857
Accounts receivable 208,648 165,188
Inventories:
Finished goods 118,146 101,008
Work in process 95,931 94,005
Raw materials 121,737 108,594
Prepaid expenses and other
current assets 72,261 64,909
__________ __________
TOTAL CURRENT ASSETS 645,237 560,561
PROPERTY AND EQUIPMENT - AT COST
Land 48,141 40,113
Buildings and improvements 184,625 171,689
Machinery and equipment 520,811 473,471
Construction in progress 76,571 48,689
Allowance for depreciation (230,655) (201,671)
________ ________
599,493 532,291
GOODWILL 231,245 226,534
OTHER ASSETS 18,265 14,573
________ ________
$1,494,240 $1,333,959
========= =========
<PAGE>
<PAGE>
<CAPTION>
June 30 December 31
LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1994
_______ __________
<S> <C> <C>
CURRENT LIABILITIES
Notes payable to banks $28,381 $28,285
Trade accounts payable 70,501 63,318
Payroll and related expenses 49,915 39,155
Other accrued expenses 61,034 64,505
Income taxes 11,565 1,849
Current portion of long-term debt 37,422 35,127
________ _______
TOTAL CURRENT LIABILITIES 258,818 232,239
LONG-TERM DEBT 444,707 402,337
DEFERRED INCOME TAXES 43,238 39,889
OTHER LIABILITIES 20,762 19,177
ACCRUED RETIREMENT COSTS 83,659 75,229
STOCKHOLDERS' EQUITY
Common stock 4,549 2,257
Class B common stock 723 377
Capital in excess of par value 508,097 509,966
Retained earnings 100,461 53,734
Foreign currency translation
adjustment 35,441 4,584
Unearned compensation (405) (20)
Pension adjustment (5,810) (5,810)
__________ __________
643,056 565,088
__________ __________
$1,494,240 $1,333,959
========== ==========
<FN>
See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(Unaudited - In thousands except earnings per share)
<CAPTION>
Three Months Ended
June 30
1995 1994
____ ____
<S> <C> <C>
Net sales $315,461 $226,683
Costs of products sold 231,935 171,231
__________ __________
GROSS PROFIT 83,526 55,452
Selling, general, and
administrative expenses 40,523 31,451
Amortization of goodwill 1,593 849
__________ ___________
OPERATING INCOME 41,410 23,152
Other income (expense):
Interest expense (8,573) (5,396)
Other (305) (435)
__________ __________
(8,878) (5,831)
__________ ___________
EARNINGS BEFORE INCOME TAXES 32,532 17,321
Income taxes 7,808 3,095
__________ ___________
NET EARNINGS $24,724 $14,226
======== ========
Net earnings per share $0.47 $0.30
========= ========
Weighted average shares outstanding 52,718 46,815
<FN>
See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(Unaudited - In thousands except earnings per share)
<CAPTION>
Six Months Ended
June 30
1995 1994
____ ____
<S> <C> <C>
Net sales $625,745 $452,698
Costs of products sold 462,954 346,446
__________ __________
GROSS PROFIT 162,791 106,252
Selling, general, and
administrative expenses 81,643 61,627
Amortization of goodwill 3,193 1,650
__________ ___________
OPERATING INCOME 77,955 42,975
Other income (expense):
Interest expense (16,892) (10,436)
Other (318) 33
__________ ___________
(17,210) (10,403)
________ ________
EARNINGS BEFORE INCOME TAXES 60,745 32,572
Income taxes 13,987 5,688
__________ ___________
NET EARNINGS $46,758 $26,884
======== =========
Net earnings per share $0.89 $0.57
Weighted average shares outstanding 52,710 46,813
<FN>
See notes to consolidated condensed financial statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
<CAPTION>
Six Months Ended
June 30
1995 1994
____ ____
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $46,758 $26,884
Adjustments to reconcile net
earnings to net cash provided
by operating activities:
Depreciation and amortization 33,494 26,034
Other 772 3,140
Changes in operating assets
and liabilities (44,339) (45,780)
__________ _________
NET CASH PROVIDED BY
OPERATING ACTIVITIES 36,685 10,278
INVESTING ACTIVITIES
Purchases of property and
equipment-net (70,460) (42,941)
__________ _________
NET CASH USED IN INVESTING
ACTIVITIES (70,460) (42,941)
FINANCING ACTIVITIES
Proceeds from long-term borrowings 159,314 118,562
Payments on long-term borrowings (124,227) (88,976)
Net (payments) proceeds on short-
term borrowings (1,193) 10,029
__________ _________
NET CASH PROVIDED BY
FINANCING ACTIVITIES 33,894 39,615
Effect of exchange rate changes on cash 1,538 277
__________ _________
INCREASE IN CASH AND
CASH EQUIVALENTS 1,657 7,229
Cash and cash equivalents at beginning
of period 26,857 10,931
__________ _________
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $28,514 $18,160
======== =======
<FN>
See notes to consolidated condensed financial statements.
/TABLE
<PAGE>
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(unaudited)
June 30, 1995
Note 1: Basis of Presentation
The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with the instructions
to Form 10-Q and therefore do not include all information and
footnotes necessary for presentation of financial position,
results of operations, and cash flows required by generally
accepted accounting principles for complete financial statements.
The information furnished reflects all adjustments (consisting of
normal recurring adjustments) which are, in the opinion of
management, necessary for a fair summary of the financial
position, results of operations and cash flows for the interim
periods presented. The financial statements should be read in
conjunction with the financial statements and notes thereto filed
with Form 10-K for the year ended December 31, 1994.
Note 2: Earnings Per Share
Earnings per share amounts for all periods reflect a 5% stock
dividend paid March 31, 1995 and a 2-for-1 stock split paid on
June 16, 1995. Earnings per share for the three and six month
periods ended June 30, 1995 reflect the issuance of 2.79 million
shares of common stock in August 1994 (5.58 million shares after
adjustment for 2-for-1 stock split).
Note 3: Long-Term Debt
In June 1995, the Company entered into an amendment to its
Revolving Credit and Term Loan agreements with a group of banks.
The amendment increased the Company's domestic revolving facility
from $200,000,000 to $300,000,000, extended the maturity of its
domestic and Deutsche Mark denominated revolving credit
facilities from December 31, 1997 to December 31, 2000, and
relaxed certain covenants.
Note 4: Acquisition
In July 1994, the Company purchased all of the capital stock of
Vitramon, Incorporated and Vitramon Limited U.K. (collectively,
"Vitramon") for $184,000,000 in cash. Vitramon is a leading
producer of multi-layer ceramic chip capacitors with
manufacturing facilities primarily in the United States, France,
Germany and the United Kingdom. The results of operations of
Vitramon have been included in the Company's results from July
1994.
<PAGE>
<PAGE>
Pro forma unaudited results of operations for the three and six
month periods ended June 30, 1994, assuming consummation of the
Vitramon acquisition and related financing as of January 1, 1994,
is as follows (in thousands, except net earnings per share):
Pro Form Pro Forma
Three Months Ended Six Months Ended
June 30, 1994 June 30, 1994
_____________ _____________
Net sales $ 260,791 $ 522,314
Net earnings $ 17,687 $ 34,408
Net earnings per share $ 0.34 $ 0.66
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
_____________________
Net sales for the quarter and six months ended June 30, 1995
increased $88,778,000 or 39.2% and $173,047,000 or 38.2%,
respectively, from the comparable periods of the prior year. The
increase reflects the acquisition of Vitramon in July 1994 and
the strong performance of Vishay's surface mount components
businesses. Net sales of Vitramon were $44,055,000 and
$87,753,000, respectively, for the quarter and six months ended
June 30, 1995. Net sales, exclusive of Vitramon, increased by
$44,723,000 or 19.7% and $85,294,000 or 18.8% for the quarter
and six months, respectively.
In addition, the weakening of the U.S. dollar against foreign
currencies in the quarter and six months ended June 30, 1995 in
comparison to the prior year's periods resulted in increases in
reported sales of $19,163,000 and $35,795,000, respectively.
Net sales, exclusive of Vitramon and foreign currency
fluctuations, increased 11% over the quarter and six months of
the prior year. Net bookings, exclusive of Vitramon, for the
quarter and six months ended June 30, 1995 increased by 24.3% and
23.4%, respectively, over the comparable prior year periods. Net
bookings of Vitramon for the quarter and six months ended June
30, 1995 increased by 13.1% and 21.8%, respectively, over the
prior year's periods.
Income statement captions as a percentage of sales and the
effective tax rates were as follows:
Three Months Ended Six Months Ended
June 30 June 30
1995 1994 1995 1994
____ ____ ____ ____
Costs of products sold 73.5 75.5 74.0 76.5
Gross profit 26.5 24.5 26.0 23.5
Selling, general and
administrative expenses 12.8 13.9 13.0 13.6
Operating income 13.1 10.2 12.5 9.5
Earnings before income
taxes 10.3 7.6 9.7 7.2
Effective tax rate 24.0 17.9 23.0 17.5
Net earnings 7.8 6.3 7.5 5.9
Costs of products sold for the quarter and six months ended June
30, 1995 were 73.5% and 74.0% of net sales, respectively, as
compared to 75.5% and 76.5%, respectively, for the comparable
prior year periods. The factors contributing to this decrease<PAGE>
<PAGE>
included: i)the effect of the peso devaluation, which
contributed approximately $900,000 and $1,800,000 to the gross
profit for the quarter and six months ended June 30, 1995, ii)
the fact that gross profits for Vitramon were higher than
Vishay's other operating companies, iii) Israeli government
grants of $3,351,000 and $5,940,000, for the quarter and six
months ended June 30, 1995, respectively, as compared to
$2,336,000 and $4,157,000, respectively, for the comparable prior
year periods, and iv) an increase in production in Israel where
labor costs are lower than in most other regions in which Vishay
manufactures. The increase in Israeli government grants resulted
primarily from an increase in the Company's work force and
capital investment in Israel.
Selling, general, and administrative expenses for the quarter and
six months ended June 30, 1995 were 12.8% and 13.0% of net sales,
respectively, as compared to 13.9% and 13.6% for the comparable
prior year periods. While management believes these percentages
to be acceptable, management continues to explore additional cost
saving opportunities.
Interest costs increased by $3,177,000 and $6,456,000 for the
quarter and six months ended June 30, 1995 over the comparable
prior year periods as a result of an increase in the floating
rates of Vishay's bank indebtedness and an overall increase in
debt incurred for the acquisition of Vitramon and purchases of
property and equipment.
The effective tax rate for the quarter and six months ended June
30, 1995 were 24.0% and 23.0%, respectively, compared to 17.9%
and 17.5% for the comparable prior year periods. The effective
tax rate for calendar year 1994 was 20.5%. The higher tax rates
for the quarter and six months ended June 30, 1995 reflect the
inclusion of Vitramon earnings which tend to be generated in
higher tax jurisdictions.
The continuing effect of low tax rates in Israel (as compared to
the statutory rate in the United States) has been to increase net
earnings by $4,123,000 and $3,421,000 for the quarters ended June
30, 1995 and 1994, respectively, and $8,195,000 and $5,942,000
for the six month periods ended June 30, 1995 and 1994,
respectively. The period to period increases are primarily a
result of increased earnings for the Israeli operations as a
result of increased production. 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.
<PAGE>
<PAGE>
Financial Condition
___________________
Cash flows from operations were $36,685,000 for the six months
ended June 30, 1995 compared to $10,278,000 for the prior year's
period. Included in net cash provided by operating activities is
$7,152,000 and $7,645,000 of cash payments made in the first six
months of 1995 and 1994, respectively, for accruals the Company
established in connection with acquisitions. Net purchases of
property and equipment for the six months ended June 30, 1995
were $70,460,000 compared to $42,941,000 in the prior year's
period. This increase reflects the Company's on-going program to
purchase additional equipment to meet growing customer demand for
surface mount components. Net cash provided by financing
activities of $33,894,000 for the six months ended June 30, 1995
includes borrowings used primarily to finance the additions to
property and equipment.
The Company has established accruals relating to the Vitramon
acquisition of $13,532,000. These accruals, which are included
in other accrued expenses, will not affect future earnings but
will require cash expenditures over the next twelve months.
In June 1995, the Company entered into an amendment to its
Revolving Credit and Term Loan agreements with a group of banks.
The amendment increased the Company's domestic revolving facility
from $200,000,000 to $300,000,000, extended the maturity of its
domestic and Deutsche Mark denominated revolving credit
facilities from December 31, 1997 to December 31, 2000, and
relaxed certain covenants.
The Company's financial condition at June 30, 1995 is strong,
with a current ratio of 2.5 to 1. The Company's ratio of long-
term debt (less current portion) to stockholder's equity was .7
to 1 at June 30, 1995 and December 31, 1994.
Management believes that available sources of credit, together
with cash expected to be 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.
Inflation
_________
Normally, inflation does not have a significant impact on the
Company's operations. The Company's products are not generally
sold on long-term contracts. Consequently, selling prices, to
the extent permitted by competition, can be adjusted to reflect
cost increases caused by inflation.
<PAGE>
<PAGE>
VISHAY INTERTECHNOLOGY, INC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company held its Annual Meeting of
Stockholders on May 19, 1995.
(b) Proxies for the meeting were solicited
pursuant to Regulation 14A of the
Securities Exchange Act of 1934, as
amended. There was no solicitation in
opposition to management's nominees for
the directors as listed in the definitive
proxy statement of the Company dated April
14, 1995, and all such nominees were
elected.
(c) Briefly described below is each matter
voted upon at the Annual Meeting of
Stockholders.
(i) Election of the following individuals
to hold office as Directors of the
Company until the next Annual Meeting
of Stockholders:
Total Class A Common Stock voted was
17,468,028.
Broker
For Against Abstain Non-Votes
___________________________________________
Felix Zandman 17,132,232 335,796 0 0
Donald G. Alfson 17,133,335 334,693 0 0
Avi D. Eden 17,133,335 334,693 0 0
Robert A. Freece 17,132,936 335,092 0 0
Richard M. Grubb 17,134,672 333,356 0 0
Eli Hurvitz 17,134,672 333,356 0 0
Gerald Paul 17,134,672 333,356 0 0
Edward Shils 17,129,695 338,333 0 0
Luella B. Slaner 17,131,291 336,737 0 0<PAGE>
<PAGE>
Mark I. Solomon 17,134,672 333,356 0 0
Jean-Claude Tine 17,130,664 337,364 0 0
Total Class B Common Stock voted was 3,695,179 in
favor, 0 against, 0 abstained, and 0 broker
non-votes.
(ii) Ratification of the appointment of Ernst & Young
LLP, independent certified public accountants, to
audit the books and accounts of the Company for
the calendar year ending December 31, 1995.
Total Class A Common Stock voted was 17,418,541
in favor, 22,893 against, 26,594 abstained, and 0
broker non-votes. Total Class B Common Stock
voted was 3,695,179 in favor, 0 against, 0
abstained, and 0 broker non-votes.
(iii) Approval of proposal to adopt the Stock Option
Program plan for the Chief Executive Officer and
certain selected individuals. Total Class A
Common Stock voted was 16,414,641 in favor,
692,545 against, 360,842 abstained, and 0 broker
non-votes. Total Class B Common Stock voted was
3,694,738 in favor, 441 against, 0 abstained and
0 broker non-votes.
(iv) Approval of the amendment to the Company's
Amended and Restated Certificate of Incorporation
to increase authorized shares of common stock.
Total Class A Common Stock voted was 15,579,402
in favor, 1,506,114 against, 382,512 abstained,
and 0 broker non-votes. Total Class B Common
Stock voted was 3,695,179 in favor, 0 against,
0 abstained and 0 broker non-votes.
Item 5. Other Information
None
<PAGE>
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description of Exhibits
3.1 Certificate of Amendment of
Restated Certificate of
Incorporation of the Company,
dated May 23, 1995, and Composite
Amended and Restated Certificate
of Incorporation of the Company,
as of August 3, 1995.
10.1 The First Amendment, dated June
27, 1995, to the Amended and
Restated Vishay Intertechnology,
Inc. $302,500,000 Revolving Credit
and Term Loan Agreement dated as
of July 18, 1994 by and among
Comerica Bank, NationsBank of
North Carolina, N.A., Berliner
Handels-und Frankfurter Bank,
Signet Bank Maryland, CoreStates
Bank, N.A., Bank Hapoalim, B.M.,
ABN AMRO Bank N.V., Credit
Lyonnais New York Branch, Meridian
Bank, Bank Leumi le-Israel, B.M.
and Credit Suisse (collectively,
the "Banks"), Comerica Bank, as
agent for the Banks (the "Agent"),
and Vishay Intertechnology, Inc.
("Vishay"), and the Vishay
Intertechnology, Inc. $200,000,000
Acquisition Loan Agreement dated
as of July 18, 1994 by and among
the Banks, the Agent and Vishay.
10.2 The First Amendment, dated June
27, 1995, to the Amended and
Restated Vishay Europe GmbH DM
40,000,000 Revolving Credit and DM
9,506,000 Term Loan Agreement
dated as of July 18, 1994 by and
among the Banks, the Agent and
Vishay Europe GmbH ("VEG"), and
the Amended and Restated
Roederstein DM 104,315,990.20 Term
Loan Agreement dated as of July
18, 1994 by and among the Banks,
the Agent and VEG.
PAGE
<PAGE>
27 Financial Data Schedule.
(b) Reports on Form 8-K
None
PAGE
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
VISHAY INTERTECHNOLOGY, INC.
/s/ Richard N. Grubb
______________________________
Richard N. Grubb
Vice President, Treasurer
(Duly Authorized and Chief
Financial Officer)
Dated: August 4, 1995<PAGE>
<PAGE>
EXHIBITS TO FORM 10-Q
VISHAY INTERTECHNOLOGY, INC.
EXHIBIT INDEX
Sequential
Exhibit No. Description of Exhibits Page Number
3.1 Certificate of Amendment of
Restated Certificate of
Incorporation of the Company,
dated May 23, 1995, and Composite
Amended and Restated Certificate
of Incorporation of the Company,
as of August 3, 1995.
10.1 The First Amendment, dated June 27,
1995, to the Amended and Restated
Vishay Intertechnology, Inc.
$302,500,000 Revolving Credit and
Term Loan Agreement dated as of July
18, 1994 by and among Comerica Bank,
NationsBank of North Carolina, N.A.,
Berliner Handels-und Frankfurter Bank,
Signet Bank Maryland, CoreStates Bank,
N.A., Bank Hapoalim, B.M., ABN AMRO
Bank N.V., Credit Lyonnais New York
Branch, Meridian Bank, Bank Leumi
le-Israel, B.M. and Credit Suisse
(collectively, the "Banks"), Comerica
Bank, as agent for the Banks (the
"Agent"), and Vishay Intertechnology,
Inc. ("Vishay"), and the Vishay
Intertechnology, Inc. $200,000,000
Acquisition Loan Agreement dated as
of July 18, 1994 by and among the
Banks, the Agent and Vishay.
10.2 The First Amendment, dated June 27,
1995, to the Amended and Restated
Vishay Europe GmbH DM 40,000,000
Revolving Credit and DM 9,506,000 Term
Loan Agreement dated as of July 18,
1994 by and among the Banks, the
Agent and Vishay Europe GmbH ("VEG"),
and the Amended and Restated
Roederstein DM 104,315,990.20 Term
Loan Agreement dated as of July 18,
1994 by and among the Banks, the Agent
and VEG.
27 Financial Data Schedule.
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE
OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"Corporation") is Vishay Intertechnology, Inc.
2. The Restated Certificate of Incorporation of the
Corporation, as amended, is hereby further amended by striking
out the first paragraph of Article Fourth thereof and by
substituting in lieu of said paragraph of said Article the
following new paragraph:
"FOURTH: Section 1. Classes and Number of
Shares. The total number of shares of all
classes of stock which the Corporation shall
have authority to issue is 81,000,000 shares.
The classes and the aggregate number of
shares of stock of each class which the
Corporation shall have authority to issue are
as follows:
(i) 65,000,000 shares of Common
Stock, $0.10 par value per share (hereinafter
the "Common Stock");
(ii) 15,000,000 shares of Class B
Common Stock, $0.10 par value per share
(hereinafter the "Class B Stock"); and
(iii) 1,000,000 shares of Preferred
Stock, $1.00 par value per share, with such
rights, privileges, restrictions and
preferences as the Board of Directors may
authorize from time to time (hereinafter the
"Preferred Stock").
PAGE
<PAGE>
3. The amendment of the Restated Certificate of
Incorporation, as amended, herein certified has been duly adopted
in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
Signed and attested to on May 23, 1995.
/s/ Richard N. Grubb
Richard N. Grubb
Vice President
Attest:
/s/ William J. Spires
William J. Spires
Secretary
PAGE
<PAGE>
COMPOSITE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
AS OF AUGUST 3, 1995
___________
FIRST: The name of the Corporation (hereinafter
called the "Corporation") is Vishay Intertechnology, Inc.
SECOND: The address, including street, number, city,
and county, of the registered office of the Corporation in the
State of Delaware is 229 South State Street, City of Dover,
County of Kent; and the name of the registered agent of the
Corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the Corporation are to engage
in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH: Section 1. Classes and Number of Shares. The
total number of shares of all classes of stock which the
Corporation shall have authority to issue is 81,000,000 shares.
The classes and the aggregate number of shares of stock of each
class which the Corporation shall have authority to issue are as
follows:
(i) 65,000,000 shares of Common Stock, $0.10
par value per share (hereinafter the "Common Stock");
PAGE
<PAGE>
(ii) 15,000,000 shares of Class B Common Stock,
$0.10 par value per share (hereinafter the "Class B
Stock"); and
(iii) 1,000,000 shares of Preferred Stock, $1.00
par value per share, with such rights, privileges,
restrictions and preferences as the Board of Directors
may authorize from time to time (hereinafter the
"Preferred Stock").
Section 2. Powers and Rights of the Common Stock and
the Class B Stock.
A. Voting Rights and Powers.
(i) With respect to all matters upon which
shareholders are entitled to vote or to which
shareholders are entitled to give consent, every
holder of Common Stock shall be entitled to one
vote in person or by proxy for each share of
Common Stock standing in his name on the transfer
books of the Corporation and every holder of Class
B Stock shall be entitled to ten votes in person
or by proxy for each share of Class B Stock
standing in his name on the transfer books of the
Corporation.
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(ii) Except as otherwise provided herein and
as may be otherwise required by law, the provi-
sions of these Amended and Restated Articles of
Incorporation shall not be modified, revised,
altered or amended, repealed or rescinded in whole
or in part, unless authorized by a majority of the
votes of the outstanding shares of stock of the
Corporation entitled to vote, with each share of
Common Stock and each share of Class B Stock
having the number of votes per share set forth in
clause (i) of this paragraph A.
(iii)Following the initial issuance of shares
of Class B Stock, the Corporation may not effect
the issuance of any additional shares of Class B
Stock (except in connection with stock splits and
stock dividends) unless and until such issuance is
authorized by the holders of a majority of the
outstanding shares of Common Stock of the
Corporation entitled to vote, and by the holders
of a majority of the shares of the outstanding
shares of Class B Stock entitled to vote, each
class voting separately.
(iv) Except as provided in paragraph A(iii)
and paragraph D of this Section 2 and as may be
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otherwise required by law, the holders of Common Stock
and Class B Stock shall vote together as a single
class, subject to any voting rights which may be
granted to holders of Preferred Stock.
B. Dividends and Distributions. Subject to the rights
of the holders of Preferred Stock, and subject to any other
provisions of this Amended and Restated Certificate of
Incorporation as amended from time to time, holders of Common
Stock and Class B Stock shall be entitled to such dividends and
other distributions in cash, stock or property of the Corporation
as may be declared thereon by the Board of Directors from time to
time out of assets or funds of the Corporation legally available
therefor, provided that in the case of dividends or other
distributions payable in stock of the Corporation other than the
Preferred Stock, including distributions pursuant to stock split-
ups, divisions or combinations, which occur after the date shares
of Class B Stock are first issued by the Corporation, only shares
of Common Stock shall be distributed with respect to Common Stock
and only shares of Class B Stock shall be distributed with
respect to Class B Stock. In no event will shares of either
Common Stock or Class B Stock be split, divided or combined
unless the other is also split, divided or combined equally.
C. Other Rights. Except as otherwise required by the
Delaware General Corporation Law or as otherwise provided in this
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Amended and Restated Certificate of Incorporation, each share of
Common Stock and each share of Class B Stock shall have identical
powers, preferences and rights, including rights in liquidation.
D. Transfer.
(i) No person holding shares of Class B Stock of
record (hereinafter called a "Class B Holder") may
transfer, and the Corporation shall not register the
transfer of, such shares of Class B Stock, whether by
sale, assignment, gift, bequest, appointment or
otherwise, except to a "Permitted Transferee." A
"Permitted Transferee" shall mean, with respect to each
person from time to time shown as the record holder of
shares of Class B Stock:
(a) In the case of a Class B Holder who is a
natural person,
(1) The spouse of such Class B Holder,
any lineal descendant of a great grandparent
of either the Class B Holder or the spouse of
the Class B Holder, including adopted
children;
(2) The trustee of a trust (whether
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testamentary, intervivos or a voting trust)
principally for the benefit of such Class B
Holder and/or one or more of his Permitted
Transferees described in each subclause of
this clause (a);
(3) Any organization to which
contributions are deductible for federal
income, estate or gift tax purposes or any
split-interest trust described in Section
4947 of the Internal Revenue Code of 1986, as
it may from time to time be amended (herein-
after called a "Charitable Organization");
(4) A corporation, of which outstanding
capital stock entitled to a majority of the
7 votes in the election of directors is owned
beneficially solely by, or a partnership, of
which a majority of the partnership interests
entitled to participate in the management of
the partnership is owned beneficially solely
by, the Class B Holder and/or one or more of
his or her Permitted Transferees determined
under this clause (a), provided that if by
reason of any change in the ownership of such
stock or partnership interests, such corpo-
ration or partnership would no longer qualify
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as a Permitted Transferee, all shares of
Class B Stock then held by such corporation
or partnership shall be converted auto-
matically into shares of Common Stock
effective upon the date of such change in
ownership of such stock or partnership
interests, and stock certificates formerly
representing such shares of Class B Stock
shall thereupon and thereafter be deemed to
represent the like number of shares of Common
Stock; and
(5) The estate of such Class B Holder.
(b) In the case of a Class B Holder holding
the shares of Class B Stock in question as trustee
pursuant to a trust (other than pursuant to a
trust described in clause (f) below), "Permitted
Transferee" means (1) any person transferring
Class B Stock to such trust and (2) any Permitted
Transferee of any such transferor determined
pursuant to clause (a) above.
(c) In the case of a Class B Holder which is
a Charitable Organization holding record and
beneficial ownership of the shares of Class B
Stock in question, "Permitted Transferee" means
any Class B Holder.
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(d) In the case of a Class B Holder which is
a corporation or partnership (other than a
Charitable Organization) acquiring record and
beneficial ownership of the shares of Class B
Stock in question upon its initial issuance by the
Corporation, "Permitted Transferee" means (1) a
partner of such partnership or shareholder of such
corporation at the time of issuance, and (2) any
Permitted Transferee (determined pursuant to
clause (a) above) of any such partner or share-
holder referred to in subclause (1) of this clause
(d).
(e) In the case of a Class D Holder which is
a corporation or partnership (other than a
Charitable Organization or a corporation or
partnership described in clause (d) above) holding
record and beneficial ownership of the shares of
Class B Stock in question, "Permitted Transferee"
means (1) any person transferring such shares of
Class B Stock to such corporation or partnership
and (2) any Permitted Transferee of any such
transferor determined under clause (a) above.
(f) In the case of a Class B Holder holding
the shares of Class B Stock in question as trustee
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pursuant to a trust which was irrevocable at the
time of issuance of the Class B Stock, "Permitted
Transferee" means (1) any person to whom or for
whose benefit principal may be distributed either
during or at the end of the term of such trust
whether by power of appointment or otherwise and
(2) any Permitted Transferee of any such person
determined pursuant to clause (a) above.
(g) In the case of a Class B Holder which is
the estate of a deceased Class B Holder or which
is the estate of a bankrupt or insolvent Class B
Holder, which holds record and beneficial owner-
ship of the shares of Class B Stock in question,
"Permitted Transferee" means a Permitted
Transferee of such deceased, bankrupt or insolvent
Class B Holder as determined pursuant to clause
(a), (b), (c), (d), (e) or (f) above, as the case
may be.
(h) Any Class B Holder may transfer all or
any part of such holder's Class B Stock to any
Class B Holder which, at the time of such
transfer, owns not less than 50,000 shares of
Class B Stock (as adjusted for stock splits and
stock dividends); provided, however, that such
proposed transfer shall be authorized by the
holders of a majority of the outstanding shares of
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Common Stock of the Corporation entitled to vote,
and by the holders of a majority of the outstand-
ing shares of Class B Stock entitled to vote, each
Class voting separately.
(ii) Notwithstanding anything to the contrary set
forth herein, any Class B Holder may pledge such
holder's shares of Class B Stock to a pledgee pursuant
to a bona fide pledge of such shares as collateral
security for indebtedness due to the pledgee, provided
that such shares shall remain subject to the provisions
of this Paragraph D. In the event of foreclosure or
other similar action by the pledgee, such pledged
shares of Class B Stock may (a) be transferred only to
a Permitted Transferee of the pledgor or (b) converted
into shares of Common Stock and transferred to the
pledgee, as the pledgee may elect.
(iii) For purposes of this Paragraph D:
(a) The relationship of any person that is
derived by or through legal adoption shall be
considered a natural one.
(b) Each joint owner of shares of Class B
Stock shall be considered a "Class B Holder" of
such shares.
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(c) A minor for whom shares of Class B Stock
are held pursuant to a Uniform Gifts to Minors Act
or similar law shall be considered a Class B
Holder of such shares.
(d) Unless otherwise specified, the term
"person" means both natural persons and legal
entities.
(e) Each reference to a corporation shall
include any successor corporation resulting from
merger or consolidation; and each reference to a
partnership shall include any successor partner-
ship resulting from the death or withdrawal of a
partner.
(iv) Any transfer of shares of Class B Stock not
permitted hereunder shall result in the conversion of
the transferee's shares of Class B Stock into shares of
Common Stock, effective the date on which certificates
representing such shares are presented for transfer on
the books of the Corporation. The Corporation may, in
connection with preparing a list of shareholders
entitled to vote at any meeting of shareholders, or as
a condition to the transfer or the registration of
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shares of Class B Stock on the Corporation's books,
require the furnishing of such affidavits or other
proof as it deems necessary to establish that any
person is the beneficial owner of shares of Class B
Stock or is a Permitted Transferee.
(v) If at any time the number of outstanding
shares of Class B Stock as reflected on the stock
transfer books of the Corporation falls below 300,000
shares, or such higher number as results from adjust-
ments for stock splits or stock dividends, the
outstanding shares of Class B Stock shall automatically
be deemed converted into shares of Common Stock and
certificates formerly representing outstanding shares
of Class B Stock shall thereupon and thereafter
represent the like number of shares of Common Stock.
(vi) Shares of Class B Stock shall be registered
in the names of the beneficial owners thereof and not
in "street" or "nominee" names. Notwithstanding the
foregoing, trusts may transfer shares into nominee
name. The Corporation shall note on the certificates
for shares of Class B Stock the restrictions on
transfer and registration of transfer imposed by this
Paragraph D.
(vii) The term "beneficial ownership" and
derivations thereof shall have the same meaning given
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thereto under the Securities Exchange Act of 1934, as
amended, or any successor statute, and the rules and
regulations promulgated thereunder.
E. Conversion Rights.
(i) Subject to the terms and conditions of this
Paragraph E, each share of Class B Stock shall be
convertible at any time or from time to time, at the
option of the respective holder thereof, at the office
of any transfer agent for Common Stock, and at such
other place or places, if any, as the Board of
Directors may designate, into one (1) fully-paid and
nonassessable share of Common Stock. In order to
convert Class B Stock into Common Stock, the holder
thereof shall (a) surrender the certificate or
certificates for such Class B Stock at the office of
said transfer agent (or other place as provided above),
which certificate or certificates, if this Corporation
shall so request, shall be duly endorsed to the
Corporation or in blank or accompanied by proper
instruments of transfer to the Corporation (such
endorsements or instruments of transfer to be in form
satisfactory to the Corporation), and (b) give written
notice to the Corporation that such holder elects to
convert said Class B Stock, which notice shall state
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the name or names in which such holder wishes the
certificate or certificates for Common Stock to be
issued. The Corporation will issue and deliver at the
office of said transfer agent (or other place as
provided above) to the person for whose account such
Class B Stock was so surrendered, or to his nominee or
nominees, a certificate or certificates for the number
of full shares of Common Stock to which such holder
shall be entitled as soon as practicable after such
deposit of a certificate or certificates of Class B
Stock, accompanied by the requisite written notice.
Such conversion shall be deemed to have been made as of
the date of such surrender of the Class B Stock to be
converted; and the persons entitled to receive the
Common Stock issuable upon conversion of such Class B
Stock shall be treated for all purposes as the record
holder or holders of such Common Stock on such date.
(ii) The issuance of certificates for shares of
Common Stock upon conversion of shares of Class B Stock
shall be made without charge for any stamp or other
similar tax in respect of such issuance. However, if
any such certificate is to be issued in a name other
than that of the holder of the share or shares of
Class B Stock converted, the person or persons
requesting the issuance thereof shall pay to the
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Corporation the amount of any tax which may be payable
in respect of any transfer involved in such issuance or
shall establish to the satisfaction of the Corporation
that such tax has been paid or is not required to be
paid.
(iii) The Corporation covenants that it will
at all times reserve and keep available, solely for the
purpose of issue upon conversion of the outstanding
shares of Class B Stock, such number of shares of
Common Stock as shall be issuable upon the conversion
of all such outstanding shares.
Section 3. Preferred Stock.
A. The Preferred Stock may be issued in one or more
series and may be with such voting powers, full or limited, or
without voting powers, and with such designations, preferences
and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as shall
be fixed by the Board of Directors pursuant to authority hereby
expressly granted to it, and as shall be stated and expressed in
the resolution or resolutions providing for the issue of such
stock adopted by the Board of Directors pursuant to authority
expressly vested in it by these provisions.
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B. Any Preferred Stock or series thereof may be made
subject to redemption at such time or times and at such price or
prices as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
C. The holders of Preferred Stock or of any series
thereof shall be entitled to receive dividends at such rates, on
such conditions and at such times as shall be stated and
expressed in the resolution or resolutions providing for the
issue of such stock adopted by the Board of Directors as
hereinabove provided, payable in preference to, or in such
relation to, the dividends payable on any other class or classes
of stock, or cumulative or noncumulative as shall be so stated
and expressed.
D. The holders of Preferred Stock or of any class or
of any series thereof, shall be entitled to such rights upon the
dissolution of, or upon any distribution of the assets of, the
Corporation as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
E. Subject to Section 2A(iii) of this Article Four,
any Preferred Stock of any class or of any series thereof may be
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made convertible into, or exchangeable for, shares of any other
class or classes or of any other series of the same or of any
other class or classes of stock of the Corporation, or shares of
any class or series of stock of any other Corporation, at such
price or prices or at such rates of exchange and with such
adjustments as shall be stated and expressed or provided for the
issue of such stock adopted by the Board of Directors as herein-
above provided.
Section 4. Issuance of Common Stock, Class B Stock and
Preferred Stock. The Board of Directors of the Corporation may
from time to time authorize by resolution the issuance of any or
all shares of the Common Stock, the Preferred Stock and, subject
to Section 2A(iii) of this Article Four, the Class B Stock,
herein authorized in accordance with the terms and conditions set
forth in this Amended and Restated Certificate or Incorporation
for such purposes, in such amounts, to such persons, corpo-
rations, or entities, for such consideration, and in the case of
the Preferred Stock, in one or more series, all as the Board of
Directors in its discretion may determine and without any vote or
other action by the shareholders, except as otherwise required by
law. Except for the payment of one stock dividend to holders of
Common Stock within 120 days of the effective date of this
amendment (which 120-day period may be extended by the Board of
Directors), at any time shares of Class B Stock are outstanding,
the Board of Directors may not issue shares of Common Stock in
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the form of a distribution or distributions pursuant to a stock
dividend or split-up, division or combination of the shares of
Common Stock except where such shares are issuable both (i) only
to the holders of the then outstanding shares of Common Stock and
(ii) only in conjunction with and in the same ratio as a stock
dividend or split-up, division or combination of the shares of
Class B Stock.
FIFTH: The Corporation is to have perpetual
existence.
SIXTH: Whenever a compromise or arrangement is
proposed between this Corporation and its creditors or any class
of them and/or between this Corporation and its stockholders or
any class of them, any court of equitable jurisdiction within the
State of Delaware may, on the application in a summary way of
this Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this
Corporation under the provisions of Section 291 of the General
Corporation Law of the State of Delaware or on the application of
trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of the
General Corporation Law of the State of Delaware order a meeting
of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in
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value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders
or class of stockholders, of this Corporation, as the case may
be, and also on this Corporation.
SEVENTH: For the management of the business and for
the conduct of the affairs of the Corporation, and in further
definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders, or any class
thereof, as the case may be, it is further provided:
1. The power to make, alter, or repeal the
By-Laws of the Corporation, and to adopt any
new By-Laws, except a By-Law classifying
directors for election for staggered terms,
shall be vested in the Board of Directors,
provided that the Board of Directors may
delegate such power, in whole or in part, to
the stockholders.
2. Whenever the Corporation shall be
authorized to issue more than one class of
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stock, one or more of which is denied voting power, no
outstanding share of any class of stock which is denied
voting power under the provisions of the Certificate of
Incorporation shall entitle the holder thereof to
notice of, and the right to vote at any meeting of
stockholders except as the provisions of paragraph
(c)(2) of section 242 of the General Corporation Law
and of sections 251 and 252 of the General Corporation
Law shall otherwise require; provided, that no share of
any such class which is otherwise denied voting power
shall entitle the holder thereof to vote upon the
increase or decrease in the number of authorized shares
of said class.
3. In lieu of taking any permissive or
requisite action by vote at a meeting of
stockholders, any such vote and any such
meeting may be dispensed with if either all
of the stockholders entitled to vote upon the
action at any such meeting shall consent in
writing to any such corporate action being
taken or if less than all of the stockholders
entitled to vote upon the action at any such
meeting shall consent in writing to any such
corporate action being taken; provided, that
any such action taken upon less than the
unanimous written consent of all stockholders
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entitled to vote upon any such action shall be by the
written consent of the stockholders holding at least
the minimum percentage of the votes required to be cast
to authorize any such action under the provisions of
the General Corporation Law or under the provisions of
the Certificate of Incorporation or the By-Laws as
permitted by the provisions of the General Corporation
Law; and, provided, that prompt notice of the taking of
the corporate action without a meeting by less than
unanimous consent shall be given to those stockholders
who have not consented in writing.
4. No election of directors need be by
written ballot.
EIGHTH: No contract or transaction between the
Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its
directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this
reason, or solely because his or their votes are counted for such
purpose, if:
(a) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the Committee, and the
Board or Committee in good faith authorizes the contract or
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transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors
be less than a quorum; or,
(b) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by
vote of the stockholders; or,
(c) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof, or the
stockholders.
Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or
transaction.
NINTH: Every person (and the heirs, executors and
administrators of such person) who is or was a director, officer,
employee or agent of the Corporation or of any other company,
including another corporation, partnership, joint venture, trust
or other enterprise which such person serves or served as such at
the request of the Corporation shall be indemnified by the
Corporation against all judgments, payments in settlement
(whether or not approved by court), fines, penalties and other
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reasonable costs and expenses (including fees and disbursements
of counsel) imposed upon or incurred by such person in connection
with or resulting from any action, suit, proceeding, investiga-
tion or claim, civil, criminal, administrative, legislative or
other (including any criminal action, suit or proceeding in which
such person enters a plea of guilty or nolo contendere or its
equivalent), or any appeal relating thereto, which is brought or
threatened either by or in the right of the Corporation or such
other company (herein called a "derivative action") or by any
other person, governmental authority or instrumentality (herein
called a "third-party action") and in which such person is made a
party or is otherwise involved by reason of his being or having
been such director, officer, employee or agent or by reason of
any action or omission, or alleged action or omission by such
person in his capacity as such director, officer, employee or
agent if either (a) such person is wholly successful, on the
merits or otherwise, in defending such derivative or third-party
action or (b) in the judgment of a court of competent jurisdic-
tion or, in the absence of such a determination, in the judgment
of a majority of a quorum of the Board of Directors of the
Corporation (which quorum shall not include any director who is a
party to or is otherwise involved in such action) or, in the
absence of such a disinterested quorum, in the opinion of
independent legal counsel (i) in the case of a derivative action,
such person acted in good faith in what he reasonably believed to
be the best interest of the Corporation and was not adjudged
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liable to the Corporation or such other company or (ii) in the
case of a third-party action, such person acted in good faith in
what he reasonably believed to be the best interest of the
Corporation or such other company, and, in addition, in any
criminal action, had no reasonable cause to believe that his
action was unlawful; provided that, in the case of a derivative
action, such indemnification shall not be made in respect of any
payment to the Corporation or such other company or any stock-
holder thereof in satisfaction of judgment or in settlement
unless either (x) a court of competent jurisdiction has approved
such settlement, if any, and the reimbursement of such payment or
(y) if the court in which such action has been instituted lacks
jurisdiction to grant such approval or such action is settled
before the institution of judicial proceedings, in the opinion of
independent legal counsel the applicable standard of conduct
specified in the preceding sentence has been met, such action was
without substantial merit, such settlement was in the best
interests of the corporation or such other company and the
reimbursement of such payment is permissible under applicable
law. In case such person is successful, on the merits or other-
wise, in defending part of such action or, in the judgment of
such a court or such quorum of the Board of Directors or in the
opinion of such counsel, has met the applicable standard of
conduct specified in the preceding sentence with respect to part
of such action, he shall be indemnified by the Corporation
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against the judgments, settlements, payments, fines, penalties
and other costs and expenses attributable to such part of such
action.
The directors may authorize the advancement of such
amounts necessary to cover the reasonable costs and expenses
incurred by any director, officer or employee in connection with
the action, suit, proceeding, investigation or claim prior to
final disposition thereof to the extent permitted under Delaware
law.
The foregoing rights of indemnification and advancement
of expenses shall be in addition to any rights to which any such
director, officer, employee, or agent may otherwise be entitled
under the Certificate of Incorporation, any agreement or vote of
stockholders or at law or in equity or otherwise.
No director shall have any personal liability to the
Corporation or its stockholders for any monetary damages for
breach of fiduciary duty as a director, except that this Article
shall not eliminate or limit the liability of each director
(i) for any breach of such director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which
such director derived an improper personal benefit. This Article
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shall not eliminate or limit the liability of such director for
any act or omission occurring prior to the date when this Article
becomes effective.
TENTH: The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the
provisions of Article NINTH.
ELEVENTH: From time to time any of the provisions of
this Certificate of Incorporation may be amended, altered or
repealed, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted
in the manner and at the time prescribed by said law, and all
rights at any time conferred upon the stockholders of the
Corporation by this Certificate of Incorporation are granted
subject to the provisions of this Article ELEVENTH.
<PAGE>
FIRST AMENDMENT TO
VISHAY LOAN AGREEMENT
AND
ACQUISITION LOAN AGREEMENT
DATED AS OF JUNE 27, 1995
COMERICA BANK, AS AGENT
NATIONSBANK OF NORTH CAROLINA, N.A., AS CO-AGENT
BERLINER HANDELS-UND FRANKFURTER BANK, AS LEAD MANAGER
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FIRST AMENDMENT
THIS FIRST AMENDMENT ("First Amendment") is made as of this
27TH day of June, 1995 by and among Vishay Intertechnology, Inc.,
a Delaware corporation ("Company"), Comerica Bank, successor by
merger to Manufacturers Bank, N.A., formerly known as
Manufacturers National Bank of Detroit ("Comerica"), the banks
signatory hereto (individually, a "Bank" and collectively,
"Banks"), and Comerica Bank, as agent for the Banks (in such
capacity, "Agent").
RECITALS:
A. Company, Agent and the Banks entered into that certain
Amended and Restated Vishay Intertechnology, Inc. $302,500,000
Revolving Credit and Term Loan Agreement dated as of July 18,
1994 (as amended from time to time, the "Vishay Loan Agreement")
under which the Banks renewed and extended (or committed to
extend) credit to the Company and the Permitted Borrowers, as set
forth therein.
B. Concurrently therewith,
(1) the Banks, Agent and Company entered into that
certain Vishay Intertechnology, Inc. $200,000,000 Acquisition
Loan Agreement dated as of July 18, 1994 (as amended from time to
time, the "Acquisition Loan Agreement") under which the Banks
extended credit to Company consisting of the $100,000,000 Bridge
Loan (as defined in the Acquisition Loan Agreement, and
subsequently repaid) and the $100,000,000 Non-Amortizing Term
Loan (as therein defined, and still outstanding), as set forth
therein;
(2) the Banks, Agent and Vishay Beteiligungs GmbH
("VBG"), now known as Vishay Europe GmbH and formerly known as
Draloric Electronic GmbH, entered into that certain Amended and
Restated Draloric/VBG DM 40,000,000 Revolving Credit and DM
9,506,000 Term Loan Agreement dated as of July 18, 1994 (as
amended from time to time, the "DM Loan Agreement") under which
the Banks renewed and extended (or committed to extend) credit to
VBG as set forth therein; and
(3) the Banks, Agent and VBG entered into that certain
Amended and Restated Roederstein DM 104,315,990.20 Term Loan
Agreement dated as of July 18, 1994 (as amended from time to
time, the "Roederstein Loan Agreement") under which the Banks
renewed and extended credit to VBG as set forth therein.
C. Pursuant to the Vishay Loan Agreement, Company and the
Permitted Borrowers each issued to the Banks their respective
Revolving Credit Notes as specified therein, and Company issued
to the Banks the Term Notes and the Bid Notes described therein.
D. Pursuant to the Acquisition Loan Agreement, Company
issued to the Banks the Term Notes and the Bridge Notes described
therein.
<PAGE>
<PAGE>
E. At the Company's request, Agent and the Banks have
agreed with the Company and the Permitted Borrowers to make
certain amendments to the terms and conditions of the Vishay Loan
Agreement and the Acquisition Loan Agreement, but only on the
terms and conditions set forth in this First Amendment.
NOW, THEREFORE, Company, the Permitted Borrowers, Agent and
the Banks agree:
1. Section 1 of the Vishay Loan Agreement is amended as
follows:
(a) Section 1.15 (the definition of "Applicable
Fee Percentage") is amended to add to the end of said
Section the following:
"; provided, however, that upon Company's
issuance and sale of not less than One Hundred
Million Dollars ($100,000,000) of New Equity (net
of costs of issuance) prior to June 30, 1996 (but
not otherwise), the applicable percentage used to
calculate fees due and payable hereunder shall be
determined by reference to the appropriate columns
in Pricing Matrix A attached to this Agreement as
Schedule 4.1A."
(b) Subclause (i) of Section 1.17 (the definition of
"Applicable Margin") is amended and restated in its entirety
as follows:
"(i) with respect to the Revolving Credit and
the Term Loan, the applicable interest rate margin
determined by reference to the appropriate columns
in the Pricing Matrix attached to this Agreement
as Schedule 4.1, provided that, upon Company's
issuance and sale of not less than One Hundred
Million Dollars ($100,000,000) of New Equity (net
of costs of issuance) prior to June 30, 1996 (but
not otherwise), the applicable interest rate
margin shall be determined by reference to the
appropriate columns in Pricing Matrix A attached
to this Agreement as Schedule 4.1A, and"
(c) Section 1.34A is added immediately following
Section 1.34, as follows:
"1.34A `Conversion Amount' shall mean the
cumulative amounts, not to exceed One Hundred
Million Dollars ($100,000,000) in the aggregate,
which Company has converted from the Non-
Amortizing Term Loan to Revolving Credit, pursuant
to Section 2.16A hereof."
PAGE
<PAGE>
(d) Section 1.53A is added immediately following
Section 1.53, as follows:
"1.53A Equity Offering Adjustment shall mean
that amount to be added to the minimum Tangible Net
Worth required to be maintained under Section 7.4
hereof consisting of an amount equal to one hundred
percent (100%) of each Equity Offering conducted by the
Company or any of its Subsidiaries, net of costs of
issuance, on and after June 30, 1995, on a cumulative
basis."
(e) Section 1.94 (the definition of "Net Income
Adjustment") is amended and restated in its entirety as
follows:
"1.94 Net Income Adjustment shall mean that
amount to be added to the minimum Tangible Net Worth
required to be maintained under Section 7.4 hereof
consisting of fifty percent (50%) of Company's
Consolidated Net Income for each of Company's fiscal
quarters ending on or after March 31, 1995 (in each
case, only if a positive number), on a cumulative
basis."
(f) Section 1.95A is added immediately following
Section 1.95, as follows:
"1.95A New Equity shall mean additional
common stock of Company issued and sold by Company
for cash on or after July 1, 1995."
(g) Section 1.130 (the definition of "Revolving
Credit") is amended to replace the reference to "Two Hundred
Million Dollars ($200,000,000)" in the fourth and fifth
lines thereof with the phrase "Three Hundred Million Dollars
($300,000,000), plus the Conversion Amount".
(h) Section 1.133 (the definition of "Revolving Credit
Designated Portion") is amended to replace the reference to
"One Hundred Million Dollars ($100,000,000)" in the third
line thereof with the phrase "One Hundred Fifty Million
Dollars ($150,000,000), plus fifty percent (50%) of the
Conversion Amount".
(i) Section 1.135 (the definition of "Revolving Credit
Maturity Date") is amended to change the reference to
"December 31, 1997" in the second line thereof to "December
31, 2000".
(j) Section 1.136 (the definition of "Revolving Credit
Maximum Amount") is amended to replace the reference to "Two
Hundred Million Dollars ($200,000,000)" in the first and
PAGE
<PAGE>
second lines thereof with the phrase "Three Hundred Million
Dollars ($300,000,000), plus the Conversion Amount".
(k) Section 1.166 (the definition of "VBG") is amended
and restated in its entirety, as follows:
"1.166 VBG shall mean Vishay Europe
GmbH, a German corporation, formerly known as
Vishay Beteiligungs GmbH, and prior thereto
known as Draloric Electronic GmbH."
2. Section 2 of the Vishay Loan Agreement is amended as
follows:
(a) Section 2.14(a) is amended to replace the
reference to ".0625%" (in the first line thereof) with the
words "the Applicable Fee Percentage".
(b) Section 2.16A is added immediately following
Section 2.16, as follows:
"2.16A Increase of Revolving Credit Maximum Amount;
Conversion Option. Provided that no Default or Event of
Default has occurred and is continuing, and provided that
the Company has not previously elected to reduce or
terminate the Revolving Credit Maximum Amount under Section
2.16 hereof, the Company may during the period commencing on
July 1, 1995 and expiring on June 30, 1996, upon not less
than ten (10) Business Days prior written request to Agent,
elect to increase the Revolving Credit Maximum Amount by
amounts, in the aggregate, up to $100,000,000, subject to
satisfaction, prior to the effective date of any such
increase, of the following conditions:
"(a) the outstanding principal balance of the Non-
Amortizing Term Loan has been reduced in
accordance with Section 2.3A of the Acquisition
Loan Agreement by a principal amount at least
equal to the amount of the increase in the
Revolving Credit Maximum Amount so requested,
provided that any deposit of cash collateral
under Section 2.3A of the Acquisition Loan
Agreement shall not be considered as a reduction
of the principal balance of the Non-Amortizing
Term Loan until the sums on deposit therein are
applied against said balance.
"(b) Company and each of the Permitted Borrowers (with
respect to the Revolving Credit) and Company (with
respect to the Bid Notes) shall have executed and
delivered to each of the Banks renewal and
replacement Notes substantially in the forms of
Exhibit B-1, B-2 and C of the Vishay Loan
PAGE
<PAGE>
Agreement, as applicable, each of such Notes to be dated as of
the effective date of such increase (with appropriate insertions
acceptable to the Banks in form and substance) and, in the case
of the Revolving Credit, in the face amount of each Bank's
respective Percentage of the Revolving Credit Maximum Amount
(reflecting such increase) and, in the case of the Bid Notes, in
the full amount of the Revolving Credit Maximum Amount
(reflecting such increase), as the case may be. Upon receipt of
the renewal and replacement Notes, as aforesaid (which Notes are
to be in exchange for and not in payment of the predecessor Notes
issued by Company and the Permitted Borrowers), the Bank shall
return the predecessor Notes to Agent which shall stamp such
Notes "Exchanged" and deliver said notes to the Company.
"(c) The Company may submit not more than two (2)
requests to increase the Revolving Credit Maximum
Amount under this Section 2.16A, each of which
requests shall specify the amount of the increase
requested hereunder (which shall be in a minimum
amount of Twenty-Five Million Dollars
($25,000,000) and in integral multiples of One
Million Dollars ($1,000,000), and the proposed
effective date of such increase."
(c) Section 2.17 is amended to replace the reference
to "One Hundred Million Dollars ($100,000,000)" in the
eighth line thereof with the phrase "One Hundred Fifty
Million Dollars ($150,000,000), plus fifty percent (50%) of
the Conversion Amount" and to change the reference to "Five
Million Dollars ($5,000,000)" in the twelfth line thereof to
"Ten Million Dollars ($10,000,000)".
(d) Section 2.19 is amended to add to the sixth line
thereof, following the word "year", the words "through (and
including) the year 2002".
3. Section 4.1 of the Vishay Loan Agreement is amended to
add to the preamble thereof, following the words "Schedule 4.1",
the words "or Schedule 4.1A, as applicable,".
4. Section 7 of the Vishay Loan Agreement is amended as
follows:
(a) Sections 7.4A and 7.4B are amended and restated in
their entirety as follows:
"7.4 Tangible Net Worth. Maintain, and cause its
Subsidiaries to maintain, Tangible Net Worth which on a
Consolidated basis will at no time be less than Two
Hundred Seventy-Five Million Dollars ($275,000,000),
plus the sum of the Net Income Adjustment and the
Equity Offering Adjustment."
PAGE
<PAGE>
(b) Sections 7.5A and 7.5B are amended and restated in
their entirety as follows:
"7.5 Leverage Ratio. Maintain, and cause its
Subsidiaries to maintain, a Leverage Ratio which on a
Consolidated basis will at no time exceed:
(a) from April 1, 1995 to December 30, 1996, 3.10 to
1.0;
(b) from December 31, 1996 to December 30, 1997, 2.40
to 1.0; and
(c) from and after December 31, 1997, 2.0 to 1.0."
(c) Section 7.6 is amended and restated in its
entirety as follows:
"7.6 Fixed Charge Coverage Ratio. Maintain, and
cause its Subsidiaries to maintain, the Fixed Charge
Coverage Ratio which on a Consolidated basis will at no
time be less than:
(a) from December 31, 1994 to December 30, 1995, 2.15
to 1.0;
(b) from December 31, 1995 to December 30, 1996, 2.0
to 1.0;
(c) from December 31, 1996 to December 30, 1997, 2.50
to 1.0; and
(d) from and after December 31, 1997, 3.0 to 1.0."
5. The first sentence of Section 12.16 of the Vishay Loan
Agreement is amended and restated in its entirety, as follows:
"NationsBank has been designated by the Company as "Co-Agent" and
BHF has been designated by the Company as "Lead Manager" under
this Agreement."
6. Section 13.21 of the Vishay Loan Agreement is amended
and restated in its entirety as follows:
"13.21 Release of Guaranties. Upon the prior
written request of Company to Agent following the
satisfaction of the conditions set forth in this
Section 13.21, Banks and the Agent agree, if Company
has received not less than One Hundred Million Dollars
($100,000,000) in proceeds of New Equity (net of costs
of issuance) on or before June 30, 1996 (but not
otherwise), to release the Domestic Guaranty and the
Permitted Borrowers Guaranty, and the Guarantors'
obligations thereunder; provided, however, that:
PAGE
<PAGE>
"(a) no Default or Event of Default shall have
occurred and be continuing on the date of Company's
request hereunder, and as of the effective date of such
release; and
"(b) prior to or concurrently with the release of
such guaranties by Banks and Agent, the Company has
irrevocably paid and discharged in full all
Indebtedness outstanding under the Acquisition Loans and has
irrevocably cancelled any and all further commitments of
Agent or the Banks to make further Advances thereof."
7. Schedule 4.1A (Pricing Matrix A) attached to this First
Amendment is added to the Vishay Loan Agreement immediately
following Schedule 4.1; new Exhibit "G" in the form attached to
this First Amendment (setting forth the applicable Percentages)
shall replace existing Exhibit "G" to the Vishay Loan Agreement;
and the existing Schedules to the Vishay Loan Agreement are
hereby restated and replaced in their entirety by the Schedules
contained in Attachment "1" hereto.
8. Section 1 of the Acquisition Loan Agreement is amended
as follows:
(a) Section 1.8 is amended to add to the end of said
Section the following:
"; provided, however, that upon Company's
issuance and sale of not less than One
Hundred Million Dollars ($100,000,000) of New
Equity (net of costs of issuance) prior to
June 30, 1996 (but not otherwise), the
applicable percentage used to calculate fees
due and payable hereunder shall be determined
by reference to the appropriate columns in
Pricing Matrix A attached to this Agreement
as Schedule 1.8A."
(b) Section 1.10 is amended to add to the end of said
Section the following:
"; provided, however, that upon Company's
issuance and sale of not less than One
Hundred Million Dollars ($100,000,000) of New
Equity (net of costs of issuance) prior to
June 30, 1996 (but not otherwise), the
applicable interest rate margin shall be
determined by reference to the appropriate
columns in Pricing Matrix A attached to this
Agreement as Schedule 1.8A."
PAGE
<PAGE>
(c) Section 1.56A is added immediately following Section
1.56, as follows:
"1.56A `New Equity' shall mean additional
common stock of the Company issued and sold by Company
for cash on or after July 1, 1995."
(d) Section 1.96 (the definition of "VBG") is amended and
restated in its entirety, as follows
"1.96 VBG shall mean Vishay Europe GmbH, a German
corporation, formerly known as Vishay Beteiligungs GmbH, and
prior thereto known as Draloric Electronic GmbH."
9. Section 2 of the Acquisition Loan Agreement is amended
as follows:
(a) Section 2.2 is amended and restated in its entirety as
follows:
"2.2 Repayment of Principal. The Term Notes and all
principal, interest and other sums outstanding thereunder,
shall mature and become due and payable in full on the Term
Loan Maturity Date. Subject to the terms hereof (including
without limitation acceleration under Section 9.2 below), no
periodic installments of principal shall be required under
the Term Notes except to the extent that the Company is
required to make principal payments based on Excess Cash
Flow under Section 2.3 hereof and except to the extent
required upon the issuance of New Equity under Section 2.3A
hereof."
(b) Section 2.3A is hereby added as follows:
"2.3A Issuance of New Equity. In the event of the
Company's issuance of any New Equity during the period from
and after July 1, 1995 through June 30, 1996 (but not
thereafter), the Company shall be obligated to make the
following payments of principal under the Term Notes
(irrespective of and in addition to any principal payments
based on Excess Cash Flow or any optional prepayments):
"(a) upon Company's receipt of the proceeds from the
first issuance of New Equity during the aforesaid
period, an amount equal to the lesser of fifty
percent (50%) of the proceeds (net of costs of
issuance) received by the Company from such
issuance of New Equity and Fifty Million Dollars
($50,000,000);
"(b) upon Company's receipt of the proceeds from each
subsequent issuance of New Equity during the
aforesaid period, an amount equal to the entire
amount of such proceeds, net of costs of issuance;
and
PAGE
<PAGE>
"(c) on or before June 30, 1996, and whether or not any
additional proceeds of New Equity are received,
the entire remaining balance of the Term Loan
shall be paid and discharged in full.
"To the extent, on the payment dates established under
subparagraphs 2.3A(a) and (b), above, the Indebtedness under the
Term Notes is being carried at the Eurocurrency-based Rate and no
Default or Event of Default has occurred and is
continuing hereunder, Company may deposit the aforesaid proceeds
of New Equity in the required amounts in a cash collateral
account to be held by Agent, for and on behalf of the Banks, on
such terms and conditions as reasonably acceptable to Agent and
the Majority Banks. Subject to the terms and conditions of the
cash collateral account, sums on deposit in said cash collateral
account shall be applied (until exhausted) to reduce the
principal balance of the Term Loan in accordance with
subparagraphs 2.3A(a) and (b), as applicable, on the last day of
each Interest Period attributable to such Eurocurrency-based
Advances of the Term Loan. There shall be no readvance or
reborrowing of any principal reductions of the Term Loan
hereunder."
10. Section 4.1 of the Acquisition Loan Agreement is
amended to change the reference to Schedule 4.1 in the preamble
thereof to Schedule 1.8 and to add to the preamble, immediately
thereafter, the words ", or Schedule 1.8A, as applicable,".
11. Schedule 1.8A (Pricing Matrix A) attached to this First
Amendment is added to the Acquisition Loan Agreement immediately
following Schedule 1.8; new Exhibit "F" in the form attached to
this First Amendment (setting forth the applicable Percentages)
shall replace existing Exhibit "F" to the Acquisition Loan
Agreement; and the existing Schedules to the Acquisition Loan
Agreement are hereby restated and replaced in their entirety by
the Schedules contained in Attachment "2" hereto.
12. Company and each of the Permitted Borrowers ratify and
confirm, as of the date hereof, each of the representations and
warranties set forth in Sections 6.1 through 6.21, inclusive, of
the Vishay Loan Agreement (as amended by this First Amendment),
and acknowledge that such representations and warranties are and
shall remain continuing representations and warranties during the
entire life of the Vishay Loan Agreement, and with respect to the
Company, the Acquisition Loan Agreement.
13. Except as specifically set forth above, this First
Amendment shall not be deemed to amend or alter in any respect
the terms and conditions of the Vishay Loan Agreement, the
Acquisition Loan Agreement, any of the Notes issued thereunder,
or any of the other Loan Documents, or to constitute a waiver by
Banks or Agent of any right or remedy under the Vishay Loan
Agreement, the Acquisition Loan Agreement, any of the Notes
issued thereunder or any of the other Loan Documents.
PAGE
<PAGE>
14. This First Amendment shall become effective on June 30,
1995, subject to the satisfaction by Company and each of the
Permitted Borrowers of the following conditions (which Company
covenants and agrees to satisfy) on or before such date:
(a) Agent shall have received counterpart originals of
this First Amendment and of the amendment to the DM Loan
Agreement and the Roederstein Loan Agreement entered into
concurrently herewith (and Company and the Permitted
Borrowers shall have satisfied the conditions thereunder),
duly executed and delivered and in form satisfactory to
Agent and the Banks;
(b) Company and each of the Permitted Borrowers (with
respect to the Revolving Credit) and Company (with respect
to the Bid Notes and the Term Notes under the Vishay Loan
Agreement and the Acquisition Loan Agreement) shall have
executed and delivered to each of the Banks renewal and
replacement Notes substantially in the forms of Exhibit B-1,
B-2, C and D to the Vishay Loan Agreement and Exhibit A to
the Acquisition Loan Agreement, as applicable, each of such
Notes to be dated as of the effective date of this First
Amendment (with appropriate insertions acceptable to the
Banks in form and substance) and, (i) in the case of the
Revolving Credit, in the face amount of each Bank's
respective Percentage of the Revolving Credit Maximum Amount
(reflecting the increase which is to become effective on the
date of this First Amendment and the aforesaid changes in
the Percentages) (ii), in the case of the Bid Notes, in the
full amount of the Revolving Credit Maximum Amount
(reflecting such increase and the aforesaid changes in the
Percentages), and (iii) in the case of the Term Notes under
the Vishay Loan Agreement and the Acquisition Loan
Agreement, in the face amount of each Bank's Percentage
thereof (reflecting the aforesaid changes in the
Percentages), as the case may be. Upon receipt of the
renewal and replacement Notes, as aforesaid (which Notes are
to be in exchange for and not in payment of the predecessor
Notes issued by Company and the Permitted Borrowers), the
Banks shall return the predecessor Notes to Agent which
shall stamp such Notes "Exchanged" and deliver said notes to
the Company;
(c) Agent shall have received from Company and the
Permitted Borrowers, as applicable, copies, certified by a
duly authorized officer to be true and complete as of the
date hereof, of records of all action taken by Company and
the Permitted Borrowers, as the case may be, to authorize
the execution and delivery of this First Amendment and to
issue replacement Notes hereunder;
PAGE
<PAGE>
(d) Agent shall have received a written legal opinion,
addressed to Agent and each of the Banks and dated as of the
date hereof, from counsel for Company and the Permitted
Borrowers in form and substance satisfactory to Agent and
the Banks; and
(e) Company shall have paid to Agent, for distribution
to the Banks pro rata based on their final allocations (as
reflected in the revised Percentages) of the increase in the
aggregate Indebtedness (or commitments therefor) effected by
this First Amendment, an up-front fee in the amount of One
Hundred Fifty Thousand Dollars ($150,000), taking into
account any portion of such fee paid prior to the date
hereof.
15. Unless otherwise expressly defined to the contrary
herein, all capitalized terms used in this First Amendment shall
have the meaning set forth in the Vishay Loan Agreement and the
Acquisition Loan Agreement.
16. By executing this First Amendment, each of the
Permitted Borrowers consents to and acknowledges and agrees to be
bound by the terms and conditions of this First Amendment.
17. This First Amendment may be executed in counterpart, in
accordance with Section 13.10 of the Vishay Loan Agreement and
Section 13.10 of the Acquisition Loan Agreement.
IN WITNESS WHEREOF, Company, the Banks and Agent have each
caused this First Amendment to be executed by their respective
duly authorized officers or agents, as applicable, all as of the
date first set forth above.
COMPANY: AGENT:
VISHAY INTERTECHNOLOGY, INC. COMERICA BANK, as Agent
By: /s/ Richard N. Grubb By: /s/ John M. Costa
Its: Vice President Its: Vice President
63 Lincoln Highway One Detroit Center
Malvern, Pennsylvania 19355 500 Woodward Avenue
Detroit, Michigan 48226
Attention: National Division
PAGE
<PAGE>
BANKS:
COMERICA BANK
By: /s/ John M. Costa
Its:
One Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226
Attention: National Division
Telex: 235808
Fax No.: (313) 222-3330
PAGE
<PAGE>
NATIONSBANK OF NORTH
CAROLINA, N.A.
By:/s/ Yousuf Omar
Its:
NationsBank Plaza
901 Main Street
TX 1-492-67-01
Dallas, TX 75202
Attn: Mr. Yousuf Omar
Telex: 669959
Fax No.: (214) 508-0980
BERLINER HANDELS-UND FRANKFURTER
BANK
By: /s/ Hans-Jurgen Scholz
Its:
Bockenheimer Landstr. 10
60323 Frankfurt/Main
Germany
Attn: Mr. Hans-Jurgen Scholz
Telex: 411 026
Fax No.: 4969/718-3010
BANK HAPOALIM, B.M.
By: /s/ Carl Kopfringer
/s/ Jonathan Kulka
Its:
1515 Market Street
Philadelphia, Pennsylvania 19102
Attn: Mr. Jonathan Kulka
Telex: 902022
Fax No.: (215) 665-2217
PAGE
<PAGE>
SIGNET BANK/MARYLAND
By: /s/ Jennifer D. Patton
Its:
18th Floor
7 St. Paul Street
Baltimore, Maryland 21202
Attn: Ms. Janice E. Godwin
Telex: 87638
Fax No.: (410) 625-6365
CORESTATES BANK, N.A.,
formerly known as and continuing
to do business under the name of
THE PHILADELPHIA NATIONAL BANK
By:/s/ James A. Bennett
Its:
1345 Chestnut Street
F.C. 1-8-3-14
Philadelphia, Pennsylvania 19107
Attn: Mr. James A. Bennett
Telex: 845400
Fax No.: (215) 973-7820
BANK LEUMI le-ISRAEL, B.M.
By:/s/ Eric S. Zaiman
Its:
564 Fifth Avenue
5th Floor
New York, New York 10036
Attn: Mr. Eric Zaiman
Telex: 173090
Fax No.: (212) 626-1072
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<PAGE>
MERIDIAN BANK
By: /s/ John M. Fessick
Its:
1650 Market Street
Suite 3600
Philadelphia, Pennsylvania 19103
Attn: Mr. John M. Fessick
Telex: 173003
Fax No.: (215) 854-3774
ABN AMRO BANK N.V. NEW YORK BRANCH
By: /s/ [Illegible]
Its:
and
By: /s/ Ann Schwalbenberg
Its:
500 Park Avenue
Second Floor
New York, New York 10022
Attn: Ms. Ann Schwalbenberg
Telex: 423721
Fax No.: (212) 832-7129
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Mary L. Collier
Its:
1301 Avenue of the Americas
New York, New York 10019
Attn: Mr. Scott Chappelka
Telex:
Fax No.: (212) 459-3179
PAGE
<PAGE>
CREDIT SUISSE
By: /s/ Christopher J. Eldin
Its:
AND
By: /s/ Andrea Shkane
Its:
12 East 49th Street
New York, New York 10017
Attn: Ms. Andrea Shkane
Telex: 420149
Fax No.: (212) 238-5389
SHAWMUT BANK, N.A.
By: /s/ Frank Benesh
Its:
OF-03237
One Federal Street
Boston, MA 02211
Attn: Mr. Frank Benesh
Telex:
Fax No.: (617) 423-5214
PAGE
<PAGE>
ACKNOWLEDGED AND AGREED
BY THE PERMITTED BORROWERS:
VISHAY EUROPE GmbH
By: /s/ Richard N. Grubb
Its: Attorney-in-fact
DRALORIC ELECTRONIC GmbH
By: /s/ Richard N. Grubb
Its: Attorney-in-fact
<PAGE>
FIRST AMENDMENT TO
DM LOAN AGREEMENT
AND
ROEDERSTEIN LOAN AGREEMENT
DATED AS OF JUNE 27, 1995
COMERICA BANK, AS AGENT
NATIONSBANK OF NORTH CAROLINA, N.A., AS CO-AGENT
BERLINER HANDELS-UND FRANKFURTER BANK, AS LEAD MANAGER
PAGE
<PAGE>
FIRST AMENDMENT
THIS FIRST AMENDMENT ("First Amendment") is made as of this
27th day of June, 1995 by and among Vishay Beteiligungs GmbH, a
German corporation, now known as Vishay Europe GmbH and formerly
known as Draloric Electronic GmbH ("Company"), Comerica Bank,
successor by merger to Manufacturers Bank, N.A., formerly known
as Manufacturers National Bank of Detroit ("Comerica"), the banks
signatory hereto (individually, a "Bank" and collectively,
"Banks"), and Comerica Bank, as agent for the Banks (in such
capacity, "Agent").
RECITALS:
A. Company, Agent and the Banks entered into that certain
Amended and Restated Draloric/VBG DM 40,000,000 Revolving Credit
and DM 9,506,000 Term Loan Agreement dated as of July 18, 1994
(as amended from time to time, the "DM Loan Agreement") under
which the Banks renewed and extended (or committed to extend)
credit to Company consisting of the Revolving Credit and of the
Term Loan (subsequently repaid), as defined and set forth
therein.
B. Concurrently therewith,
(1) the Banks, Agent and Company entered into that
certain Amended and Restated Roederstein DM 104,315,990.20 Term
Loan Agreement dated as of July 18, 1994 (as amended from time to
time, the "Roederstein Loan Agreement") under which the Banks
renewed and extended (or committed to extend) credit to Company
as set forth therein;
(2) Vishay Intertechnology, Inc. ("Vishay"), Agent and
the Banks entered into that certain Amended and Restated Vishay
Intertechnology, Inc. $302,500,000 Revolving Credit and Term Loan
Agreement dated as of July 18, 1994 (as amended from time to
time, the "Vishay Loan Agreement") under which the Banks renewed
and extended (or committed to extend) credit to Vishay and the
Permitted Borrowers, as set forth therein; and
(3) the Banks, Agent and Vishay entered into that
certain Vishay Intertechnology, Inc. $200,000,000 Acquisition
Loan Agreement dated as of July 18, 1994 (as amended from time to
time, the "Acquisition Loan Agreement") under which the Banks
extended credit to Vishay, as set forth therein.
C. Pursuant to the DM Loan Agreement, Company issued to
the Banks the Revolving Credit Notes, the Bid Notes and the Term
Notes as specified therein.
D. Pursuant to the Roederstein Loan Agreement, Company
issued to the Banks the Term Notes described therein.
E. At the Company's request, Agent and the Banks have
agreed with the Company to make certain amendments to the terms
PAGE
<PAGE>
and conditions of the DM Loan Agreement and the Roederstein Loan
Agreement, but only on the terms and conditions set forth in this
First Amendment.
NOW, THEREFORE, Company, Agent and the Banks agree:
1. Section 1 of the DM Loan Agreement is amended as
follows:
(a) Section 1.12 is amended to change the
reference to Schedule 1.14 in the fifth line thereof to
Schedule 5.9 and to add to the end of said Section the
following:
"; provided, however, that upon issuance and
sale by Vishay of not less than One Hundred
Million Dollars ($100,000,000) of New Equity (net
of costs of issuance) prior to June 30, 1996 (but
not otherwise), the applicable percentage used to
calculate fees due and payable hereunder shall be
determined by reference to the appropriate columns
in Pricing Matrix A attached to this Agreement as
Schedule 5.9A."
(b) Subclause (i) of Section 1.14 (the definition of
"Applicable Margin") is amended and restated in its entirety
as follows:
"(i) with respect to the Revolving Credit and
the Term Loan, the applicable interest rate margin
determined by reference to the appropriate columns
in the Pricing Matrix attached to this Agreement
as Schedule 5.9; provided that, upon issuance and
sale by Vishay of not less than One Hundred
Million Dollars ($100,000,000) of New Equity (net
of costs of issuance) prior to June 30, 1996 (but
not otherwise), the applicable interest rate
margin shall be determined by reference to the
appropriate columns in Pricing Matrix A attached
to this Agreement as Schedule 5.9A, and "
(c) Section 1.25 (the definition of "Company") is
amended and restated in its entirety, as follows:
"1.25 'Company' shall mean Vishay Europe
GmbH, a German corporation, formerly known as
Vishay Beteiligungs GmbH, and prior thereto
known as Draloric Electronic GmbH."
(d) Section 1.55A is added immediately following
Section 1.55, as follows:
PAGE
<PAGE>
"1.55A 'New Equity' shall mean additional
common stock of Vishay issued and sold by Vishay
for cash on or after July 1, 1995."
(e) Section 1.78 (the definition of "Revolving Credit
Maturity Date") is amended to change the reference to
"December 31, 1997" in the second line thereof to "December
31, 2000".
2. Section 2 of the DM Loan Agreement is amended as
follows:
(a) Section 2.8 is amended to replace the
reference to ".0625%" (in the eighth line thereof) with
the words "the Applicable Fee Percentage".
(b) Section 2.10 is amended to delete the
references to "1994" in the fifth and sixth lines
thereof and to add to the sixth line thereof, following
the word "year", the words "through (and including) the
year 2002".
3. Section 5.9 of the DM Loan Agreement is amended to add
to the preamble thereof, following the words "Schedule 5.9", the
words "or Schedule 5.9A, as applicable,".
4. The first sentence of Section 12.16 of the DM Loan
Agreement is amended and restated in its entirety as follows:
"NationsBank has been designated by the Company as
`Co-Agent' and BHF has been designated by the Company
as `Lead Manager' under this Agreement."
5. Schedule 5.9A (Pricing Matrix A) attached to this First
Amendment is added to the DM Loan Agreement immediately following
Schedule 5.9; new Exhibit "F" in the form attached to this First
Amendment (setting forth the applicable Percentages) shall
replace existing Exhibit "F" to the DM Loan Agreement; and the
existing Schedules to the DM Loan Agreement are hereby restated
and replaced in their entirety by the Schedules contained in
Attachment "1" hereto.
6. Section 1 of the Roederstein Loan Agreement is amended
as follows:
(a) Section 1.7 is amended to add to the end of said
Section the following:
"; provided, however, that upon issuance and
sale by Vishay of not less than One Hundred
Million Dollars ($100,000,000) of New Equity
PAGE
<PAGE>
(net of costs of issuance) prior to June 30, 1996 (but not
otherwise), the applicable interest rate margin shall be
determined by reference to the appropriate columns in Pricing
Matrix A attached to this Agreement as Schedule 1.7A."
(b) Section 1.12 (the definition of "Company") is amended
and restated in its entirety, as follows:
"1.12 'Company' shall mean Vishay Europe
GmbH, a German corporation, formerly known as
Vishay Beteiligungs GmbH, and prior thereto
known as Draloric Electronic GmbH."
(c) Section 1.30A is added immediately following Section
1.30, as follows:
"1.30A 'New Equity' shall mean additional
common stock of Vishay issued and sold by Vishay for
cash on or after July 1, 1995."
7. Section 4.8 of the Roederstein Loan Agreement is
amended to change the reference to Schedule 4.8 in the preamble
thereof to Schedule 1.7 and to add to the preamble, immediately
thereafter, the words ", or Schedule 1.7A, as applicable,".
8. Schedule 1.7A (Pricing Matrix A) attached to this First
Amendment is added to the Roederstein Loan Agreement immediately
following Schedule 1.7; new Exhibit "C" in the form attached to
this First Amendment (setting forth the applicable Percentages)
shall replace existing Exhibit "C" to the Roederstein Loan
Agreement; and the existing Schedules to the Roederstein Loan
Agreement are hereby restated and replaced in their entirety by
the Schedules contained in Attachment "2" hereto.
9. Company, with respect to itself and its Subsidiaries,
ratifies and confirms, as of the date hereof, each of the
representations and warranties set forth in Sections 6.1, 6.3
through 6.8, inclusive, 6.10, 6.12, 6.14 and 6.15 through 6.21,
inclusive, of the Vishay Loan Agreement (as amended by the First
Amendment thereto), and acknowledges that such representations
and warranties are and shall remain continuing representations
and warranties during the entire life of the DM Loan Agreement
and the Roederstein Loan Agreement.
10. Except as specifically set forth above, this First
Amendment shall not be deemed to amend or alter in any respect
the terms and conditions of the DM Loan Agreement, the
Roederstein Loan Agreement, any of the Notes issued thereunder,
or any of the other Loan Documents, or to constitute a waiver by
Banks or Agent of any right or remedy under the DM Loan
Agreement, the Roederstein Loan Agreement, any of the Notes
issued thereunder or any of the other Loan Documents.
PAGE
<PAGE>
11. This First Amendment shall become effective on June 30,
1995, subject to the satisfaction by Company of the following
conditions (which Company covenants and agrees to satisfy) on or
before such date:
(a) Agent shall have received counterpart originals of
this First Amendment and of the amendment to the Vishay Loan
Agreement and the Acquisition Loan Agreement entered into
concurrently herewith (and Company shall have satisfied the
conditions thereunder), duly executed and delivered and in
form satisfactory to Agent and the Banks;
(b) Company shall have executed and delivered to each
of the Banks renewal and replacement Notes substantially in
the forms of Exhibits "B" and "C-4" to the DM Loan Agreement
and Exhibit "A" to the Roederstein Loan Agreement, as
applicable, each of such Notes to be dated as of the
effective date of this First Amendment (with appropriate
insertions acceptable to the Banks in the form and
substance) and, (i) in the case of the Revolving Credit, in
the face amount of each Bank's respective Percentage of the
Revolving Credit Maximum Amount (reflecting the aforesaid
changes in the Percentages), (ii) in the case of the Bid
Notes, in the full amount of the Revolving Credit Maximum
Amount (reflecting the aforesaid changes in the
Percentages), and (iii) in the case of the Term Notes under
the Roederstein Loan Agreement, in the face amount of each
Bank's Percentage thereof (reflecting the aforesaid changes
in the Percentages), as the case may be. Upon receipt of
the renewal and replacement Notes, as aforesaid (which Notes
are to be in exchange for and not in payment of the
predecessor Notes issued by Company), the Banks shall return
the predecessor Notes to Agent which shall stamp such Notes
"Exchanged" and deliver said Notes to the Company;
(c) Agent shall have received from Company copies,
certified by a duly authorized officer to be true and
complete as of the date hereof, of records of all action
taken by Company to authorize the execution and delivery of
this First Amendment and to issue the replacement Notes
hereunder; and
(d) Agent shall have received a written legal opinion,
addressed to Agent and each of the Banks and dated as of the
date hereof, from counsel for Company in form and substance
satisfactory to Agent and the Banks.
12. Unless otherwise expressly defined to the contrary
herein, all capitalized terms used in this First Amendment shall
have the meaning set forth in the DM Loan Agreement and the
Roederstein Loan Agreement.
PAGE
<PAGE>
13. This First Amendment may be executed in counterpart, in
accordance with Section 13.10 of the DM Loan Agreement and
Section 12.10 of the Roederstein Loan Agreement.
IN WITNESS WHEREOF, Company, the Banks and Agent have each
caused this First Amendment to be executed by their respective
duly authorized officers or agents, as applicable, all as of the
date first set forth above.
COMPANY: AGENT:
VISHAY EUROPE GmbH COMERICA BANK, as Agent
By: /s/ Richard N. Grubb By: /s/ John M. Costa
Its: Attorney-in-fact Its: Vice President
c/o Vishay intertechnology, Inc. One Detroit Center
63 Lincoln Highway 500 Woodward Avenue
Malvern, Pennsylvania 19355 Detroit, Michigan 48226
Attention: Mr. Richard N. Grubb Attention: National
Division
PAGE
<PAGE>
BANKS:
COMERICA BANK
By: /s/ John M. Costa
Its:
One Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226
Attention: National Division
Telex: 235808
Fax No.: (313) 222-3330
NATIONSBANK OF NORTH
CAROLINA, N.A.
By: /s/ Yousuf Omar
Its:
NationsBank Plaza
901 Main Street
TX 1-492-67-01
Dallas, TX 75202
Attn: Mr. Yousuf Omar
Telex: 669959
Fax No.: (214) 508-0980
BERLINER HANDELS-UND FRANKFURTER
BANK
By: /s/Hans-Jurgen Scholz
Its:
Bockenheimer Landstr. 10
60323 Frankfurt/Main
Germany
Attn: Mr. Hans-Jurgen Scholz
Telex: 411 026
Fax No.: 4969/718-3010
PAGE
<PAGE>
BANK HAPOALIM, B.M.
By: /s/ Carl Hopfringer
/s/ Jonathan Kulka
Its:
1515 Market Street
Philadelphia, Pennsylvania 19102
Attn: Mr. Jonathan Kulka
Telex: 902022
Fax No.: (215) 665-2217
SIGNET BANK/MARYLAND
By: /s/ Jennifer D. Patton
Its:
7 St. Paul Street
18th Floor
Baltimore, Maryland 21202
Attn: Ms. Janice E. Godwin
Telex: 87638
Fax No.: (410) 625-6365
CORESTATES BANK, N.A.,
formerly known as and continuing to
do business under the name of THE
PHILADELPHIA NATIONAL BANK
By: /s/ James A. Bennett
Its:
1345 Chestnut Street
F.C. 1-8-3-14
Philadelphia, Pennsylvania 19107
Attn: Mr. James A. Bennett
Telex: 845400
Fax No.: (215) 973-7820
PAGE
<PAGE>
BANK LEUMI le-ISRAEL, B.M.
By: /s/ Eric S. Zaiman
Its:
564 Fifth Avenue
5th Floor
New York, New York 10036
Attn: Mr. Eric Zaiman
Telex: 173090
Fax No.: (212) 626-1072
MERIDIAN BANK
By: /s/ John M. Fessick
Its:
1650 Market Street
Suite 3600
Philadelphia, Pennsylvania 19103
Attn: Mr. John M. Fessick
Telex: 173003
Fax No.: (215) 854-3774
ABN AMRO BANK N.V. NEW YORK BRANCH
By: /s/ Ann Schwalbenberg
Its:
and
By: /s/ [Illegible]
Its:
500 Park Avenue
Second Floor
New York, New York 10022
Attn: Ms. Ann Schwalbenberg
Telex: 423721
Fax No.: (212) 832-7129
PAGE
<PAGE>
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Mary L. Collier
Its:
1301 Avenue of the Americas
New York, New York 10019
Attn: Scott Chappelka
Telex:
Fax No.: (212) 459-3179
SHAWMUT BANK, N.A.
By: /s/ Frank Benesh
Its:
One Federal Street
OF-03237
Boston, Massachusetts 02211
Attn: Mr. Frank Benesh
Telex:
Fax No.: (617) 423-5214
CREDIT SUISSE
By:/s/ Christopher J. Eldin
Its:
AND
By: /s/ Andrea Shkane
Its:
12 East 49th Street
New York, New York 10017
Attn: Ms. Andrea Shkane
Telex: 420149
Fax No.: (212) 238-5389
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM VISHAY INTERTECHNOLOGY, INC.'S QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
THE QUARTERLY PERIOD ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 28,514
<SECURITIES> 0
<RECEIVABLES> 215,686
<ALLOWANCES> 7,038
<INVENTORY> 335,814
<CURRENT-ASSETS> 645,237
<PP&E> 830,148
<DEPRECIATION> 230,655
<TOTAL-ASSETS> 1,494,240
<CURRENT-LIABILITIES> 258,818
<BONDS> 0
<COMMON> 4,549
0
0
<OTHER-SE> 638,507
<TOTAL-LIABILITY-AND-EQUITY> 1,494,240
<SALES> 625,745
<TOTAL-REVENUES> 625,745
<CGS> 462,954
<TOTAL-COSTS> 462,954
<OTHER-EXPENSES> 85,154
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,892
<INCOME-PRETAX> 60,745
<INCOME-TAX> 13,987
<INCOME-CONTINUING> 46,758
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 46,758
<EPS-PRIMARY> .89
<EPS-DILUTED> .89
</TABLE>
