VISHAY INTERTECHNOLOGY INC, S-3/A, 1995-09-13

VISHAY INTERTECHNOLOGY INC
S-3/A, 1995-09-13
ELECTRONIC COMPONENTS & ACCESSORIES

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 1995

FILE NO. 33-62197

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

AMENDMENT NO. 1

TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VISHAY INTERTECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 38-1686453
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

63 LINCOLN HIGHWAY
MALVERN, PENNSYLVANIA 19355-2120
(610) 644-1300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

RICHARD N. GRUBB
CHIEF FINANCIAL OFFICER
VISHAY INTERTECHNOLOGY, INC.
63 LINCOLN HIGHWAY
MALVERN, PENNSYLVANIA 19355
(610) 644-1300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPIES OF ALL COMMUNICATIONS TO:

SCOTT S. ROSENBLUM, ESQ. AVI D. EDEN, ESQ. STEPHEN H. COOPER, ESQ.
KRAMER, LEVIN, NAFTALIS, 335 SOUTH 16TH STREET WEIL, GOTSHAL & MANGES
NESSEN, PHILADELPHIA, PA 19102 767 FIFTH AVENUE
KAMIN & FRANKEL (215) 735-5825 NEW YORK, NY 10153
919 THIRD AVENUE (212) 310-8000
NEW YORK, NY 10022
(212) 715-9100

APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: As soon
as practicable, after the effectiveness of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. [_]

----------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a) OF
THE SECURITIES ACT OF 1933, SHALL DETERMINE.

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<PAGE>

EXPLANATORY NOTE

THIS REGISTRATION STATEMENT CONTAINS TWO FORMS OF PROSPECTUS, OF WHICH ONE
(THE "U.S. PROSPECTUS") IS TO BE USED IN CONNECTION WITH AN OFFERING IN THE
UNITED STATES AND CANADA AND THE OTHER (THE "INTERNATIONAL PROSPECTUS") IS TO
BE USED IN CONNECTION WITH A CONCURRENT OFFERING OUTSIDE THE UNITED STATES AND
CANADA. THE U.S. PROSPECTUS AND THE INTERNATIONAL PROSPECTUS ARE IDENTICAL
EXCEPT FOR THE FRONT AND BACK COVER PAGES AND CERTAIN CROSS-REFERENCES RELATING
THERETO. THE ENTIRE FORM OF THE U.S. PROSPECTUS IS INCLUDED HEREIN AND IS
FOLLOWED BY THOSE PAGES OF THE INTERNATIONAL PROSPECTUS THAT DIFFER FROM THE
CORRESPONDING PAGES OF THE U.S. PROSPECTUS. EACH OF THE PAGES OF THE
INTERNATIONAL PROSPECTUS INCLUDED HEREIN IS LABELED "I- ." FINAL FORMS OF BOTH
THE U.S. PROSPECTUS AND THE INTERNATIONAL PROSPECTUS WILL BE FILED IN THEIR
ENTIRETY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 424(B).
<PAGE>

PROSPECTUS
5,000,000 SHARES

VISHAY INTERTECHNOLOGY, INC. [LOGO OF VISHAY]

COMMON STOCK

All of the 5,000,000 shares of Common Stock offered hereby are being sold by
the Company. Of those shares, 4,000,000 shares (the "U.S. Shares") are being
offered in the United States and Canada (the "U.S. Offering") by the U.S.
Underwriters and 1,000,000 shares (the "International Shares") are being
offered concurrently outside the United States and Canada (the "International
Offering") by the Managers. The public offering price and the underwriting
discounts and commissions are identical for both the U.S. Offering and the
International Offering (collectively, the "Offering").

----------------

The Common Stock is traded on the New York Stock Exchange under the symbol
VSH. On August 25, 1995, the last sale price of the Common Stock as reported
on the New York Stock Exchange Composite Tape was $40.50 per share. See "Price
Range of Common Stock and Dividend Policy."

----------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

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<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS (1) COMPANY (2)
------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share....................... $ $ $
------------------------------------------------------------------------------------------
Total(3)........................ $ $ $
</TABLE>
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-------------------------------------------------------------------------------

(1) See "Underwriting" for indemnification arrangements with the U.S.
Underwriters and the Managers.
(2) Before deducting expenses payable by the Company, estimated at $ .
(3) The Company has granted the U.S. Underwriters and the Managers 30-day
options to purchase in the aggregate up to 750,000 additional shares of
Common Stock solely to cover over-allotments, if any. If the options are
exercised in full, the total Price to Public, Underwriting Discounts and
Commissions and Proceeds to Company will be $ , $ and $
respectively. See "Underwriting."

----------------

The U.S. Shares are offered by the several U.S. Underwriters, subject to
prior sale, when, as and if delivered to and accepted by them and subject to
certain conditions, including the approval of certain legal matters by
counsel. The U.S. Underwriters reserve the right to withdraw, cancel or modify
the U.S. Offering and to reject orders in whole or in part. It is expected
that delivery of the U.S. Shares will be made against payment therefor on or
about , 1995, at the offices of Bear, Stearns & Co. Inc., 245 Park Avenue,
New York, New York 10167.

----------------

BEAR, STEARNS & CO. INC. MERRILL LYNCH & CO.

DONALDSON, LUFKIN & JENRETTE LEHMAN BROTHERS
SECURITIES CORPORATION

, 1995
<PAGE>

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

AVAILABLE INFORMATION

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

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

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference
in this Prospectus: the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 and the Company's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1995 and June 30, 1995.

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the Offering shall be deemed to be incorporated
by reference into this Prospectus from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

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

2
<PAGE>

PROSPECTUS SUMMARY

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

THE COMPANY

Vishay is a leading international manufacturer and supplier of passive
electronic components, particularly resistors, capacitors and inductors,
offering its customers "one-stop" access to one of the most comprehensive
passive electronic component lines of any manufacturer in the United States or
Europe. Passive electronic components, together with semiconductors (integrated
circuits), which the Company does not produce, are the primary elements of
every electronic circuit. The Company manufactures one of the broadest lines of
surface mount devices, a fast growing format for passive electronic components
that is being increasingly demanded by customers. In addition, the Company
continues to produce components in the traditional leaded form. Components
manufactured by the Company are used in virtually all types of electronic
products, including those in the computer, telecommunications,
military/aerospace, instrument, automotive, medical and consumer electronics
industries.

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

As a result of this strategy, the Company has grown during the past ten years
from a small manufacturer of precision resistors and strain gages to one of the
world's largest manufacturers and suppliers of a broad line of passive
electronic components. During this period, its revenues have increased from
$48.5 million for fiscal year 1984 to $987.8 million for the year ended
December 31, 1994, while net profits have increased from $6.1 million to $58.9
million.

During the past two years, the Company has experienced a significant increase
in demand for its products. This is a result of the dramatic growth in the
worldwide electronics industry and increased usage of passive components in
both traditional and new applications. The growing sophistication of integrated
circuits has resulted in increased requirements for passive electronic
components to support these circuits. For instance, in a certain configuration,
the Intel "486" microprocessing chip board includes over 100 passive
components. The more advanced "Pentium (R)" chip in a similar configuration
requires approximately 250 such components and the next generation "P6" chip
will require about 300 such components. The increased usage of components is
not limited to computers and is prevalent in almost all electronic products,
such as cellular phones and pagers. Further, the growing inclusion of
electronic systems within such non-electronic products as automobiles and home
appliances has generated a considerable surge in the demand for passive
electronic components for use in those systems.

3
<PAGE>

As a result of this increased demand for passive electronic components, the
Company's facilities are currently operating at full capacity for those
products that account for a majority of its sales. In early 1994, the Company
began a major capital expenditure program, which has been accelerated in 1995.
Additional manufacturing facilities are currently being constructed in Israel
and further plant construction is planned through the end of 1998. The proceeds
of this Offering, together with borrowings under the Company's recently
expanded revolving credit facility, are intended to finance the approximately
$500 million of projected capital expenditures and other costs associated with
this expansion program while positioning the Company to respond to appropriate
acquisition opportunities should they arise. See "Use of Proceeds" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operation--Liquidity and Capital Resources."

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

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered:
U.S. Offering...................... 4,000,000 shares
International Offering............. 1,000,000 shares
Total............................ 5,000,000 shares
Capital Stock to be outstanding
after the Offering:
Common Stock....................... 50,488,267 shares
Class B Common Stock............... 7,232,094 shares
Total............................ 57,720,361 shares
Use of proceeds...................... To finance capital expenditures associated
with expansion of the Company's
manufacturing capacity and to reduce
outstanding bank borrowings. See "Use of
Proceeds."
New York Stock Exchange Symbol....... VSH
</TABLE>

4
<PAGE>

SUMMARY CONSOLIDATED FINANCIAL DATA

The following financial information should be read in conjunction with the
Company's Consolidated Financial Statements, including the Notes thereto, which
are incorporated by reference herein. The results of operations for the six
months ended June 30, 1995 are not necessarily indicative of the results of
operations to be expected for the full year.

<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
YEAR ENDED DECEMBER 31, (UNAUDITED)
-------------------------------------------- -----------------
1990 1991 1992(1) 1993(2) 1994(3) 1994 1995
-------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales.............. $445,596 $442,283 $664,226 $856,272 $987,837 $452,698 $625,745
Gross profit........... 132,671 124,117 156,208 193,033 239,702 106,252 162,791
Earnings before
interest and income
taxes(4).............. 53,282 42,460 57,034 71,518 98,885 43,008 77,637
Depreciation and amor-
tization.............. 26,157 27,056 36,062 48,578 57,742 26,034 33,494
Earnings before
cumulative effect of
accounting change..... 23,201 20,890 30,413 42,648 58,947 26,884 46,758
Net earnings(5)........ 23,201 20,890 30,413 44,075 58,947 26,884 46,758
Earnings per
share(5)(6):
Before cumulative
effect of accounting
change................ $.67 $.57 $.78 $.91 $1.20 $.57 $.89
Net earnings........... $.67 $.57 $.78 $.94 $1.20 $.57 $.89
Weighted average shares
outstanding(6)........ 39,604 36,712 42,702 46,806 49,098 46,813 52,710
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1995 (UNAUDITED)
-------------------------
ACTUAL AS ADJUSTED(7)
---------- --------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital...................................... $ 386,419 $ 386,419
Total assets......................................... 1,494,240 1,494,240
Long-term debt -- less current portion............... 444,707 250,376
Stockholders' equity................................. 643,056 836,862
</TABLE>
--------
(1) Includes the results from January 1, 1992 of businesses acquired from
Sprague Technologies, Inc.

(2) Includes the results from January 1, 1993 of Roederstein GmbH.

(3) Includes the results from July 1, 1994 of Vitramon, Incorporated.

(4) Includes restructuring costs of $6,659,000 and $3,700,000 for the years
ended December 31, 1993 and 1991, respectively, primarily associated with
lay-offs in France. Earnings for the year ended December 31, 1993 include
$7,221,000 of proceeds received for business interruption insurance claims.

(5) Included in the year ended December 31, 1993 is a one-time tax benefit of
$1,427,000, or $0.03 per share, resulting from the adoption of FASB
Statement No. 109, "Accounting for Income Taxes."

(6) Earnings per share amounts for all periods have been adjusted to reflect a
5% stock dividend paid on March 31, 1995 and a 2-for-1 stock split
effective June 16, 1995. Earnings per share for each period are based on
the weighted average number of shares of Common Stock and Class B Common
Stock outstanding during the period, after giving effect to the conversion
of all outstanding 4 3/4% Convertible Subordinated Debentures Due 2003 (the
"Debentures") if such conversion would have resulted in a dilutive effect
in that period. The Debentures were fully converted in October 1992.

(7) Reflects the issuance and sale of 5,000,000 shares of Common Stock in this
Offering and the application of the assumed net proceeds therefrom to
reduce indebtedness.

5
<PAGE>

USE OF PROCEEDS

The net proceeds of the Offering (estimated to be $194,331,000), together
with borrowings under the Company's revolving credit facility, will be used to
finance capital expenditures and other costs associated with expansion and
enhancement of its manufacturing facilities and, if appropriate opportunities
arise, for selective acquisitions related to its business. The Company has no
commitments or understandings with respect to any particular acquisition.
Pending application for these purposes, the net proceeds will be used to reduce
outstanding bank borrowings, including prepayment of a $100 million non-
amortizing term loan due July 2001, following which the revolving credit
facility will be increased to $400 million and the interest rate and fees
payable thereunder will be reduced. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations-- Liquidity and Capital
Resources."

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Company's Common Stock is listed on the New York Stock Exchange under the
symbol VSH. The following table sets forth the high and low sale prices of the
Company's Common Stock as reported on the New York Stock Exchange Composite
Tape for the periods indicated. Stock prices have been restated to reflect
stock dividends and splits. At August 25, 1995, the Company had approximately
1,500 stockholders of record.

<TABLE>
<CAPTION>
1994 1995(1)
------------- -------------
HIGH LOW HIGH LOW
------ ------ ------ ------
<S> <C> <C> <C> <C>
First Quarter.................................... $18.15 $14.97 $28.88 $22.98
Second Quarter................................... $19.76 $14.91 $37.88 $27.50
Third Quarter.................................... $21.55 $19.17 $44.12 $32.75
Fourth Quarter................................... $24.94 $20.90 -- --
</TABLE>
--------
(1) Through August 28, 1995.

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

6
<PAGE>

CAPITALIZATION

The following table sets forth the unaudited consolidated short-term debt and
total capitalization of the Company at June 30, 1995 and as adjusted to give
effect to the sale of 5,000,000 shares of Common Stock pursuant to the Offering
and the application of the estimated net proceeds therefrom to reduce
outstanding indebtedness. This table should be read in conjunction with the
Company's Consolidated Financial Statements, including the notes thereto,
incorporated by reference herein.

<TABLE>
<CAPTION>
JUNE 30, 1995 (UNAUDITED)
----------------------------
ACTUAL AS ADJUSTED
------------ --------------
(IN THOUSANDS)
<S> <C> <C>
Short term debt (including current portion of long- $ 65,803 $ 65,803
term debt)......................................... ============ ==============

Long-term debt--less current portion................ $ 444,707 $ 250,376(1)
Stockholders' equity:
Preferred Stock, par value $1.00 per share........ -- --
Authorized--1,000,000 shares; none issued
Common Stock, par value $.10 per share............ 4,549 5,049
Authorized--65,000,000 shares;
Issued--45,588,148 shares; 50,588,148
shares as adjusted
Outstanding--45,488,267 shares;
50,488,267 shares as adjusted
Class B Common Stock, par value $.10 per share.... 723 723
Authorized--15,000,000 shares;
Issued--7,463,112 shares;
Outstanding--7,232,094 shares

Capital in excess of par value...................... 508,097 701,928
Retained earnings................................... 100,461 99,936(2)
Foreign currency translation adjustment............. 35,441 35,441
Unearned compensation............................... (405) (405)
Pension adjustment.................................. (5,810) (5,810)
------------ ------------
Total stockholders' equity...................... 643,056 836,862
------------ ------------
Total capitalization............................ $ 1,087,763 $ 1,087,238
============ ============
</TABLE>
--------
(1) Reflects the application of the estimated net proceeds to reduce
outstanding indebtedness prior to the anticipated increase in borrowings to
finance expected capital expenditures and other costs associated with
expansion and enhancement of manufacturing facilities. See "Use of
Proceeds."
(2) Reflects the writeoff of deferred costs associated with the non-amortizing
term loan.

7
<PAGE>

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following tables set forth selected consolidated financial information
of the Company for each of the five fiscal years in the period ended December
31, 1994 and for the six-month periods ended June 30, 1994 and 1995.
Information for the six-month periods ended June 30, 1994 and 1995 is
unaudited but, in the opinion of management, includes all adjustments,
consisting only of normal recurring accruals, necessary for a fair
presentation. The results of operations for the six-month period ended June
30, 1995 are not necessarily indicative of the results to be expected for the
full year. These tables should be read in conjunction with the Company's
Consolidated Financial Statements, including the Notes thereto, which are
incorporated by reference herein.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------
YEAR ENDED DECEMBER 31,
-------------------------------------------------- (UNAUDITED)
1990 1991 1992(1) 1993(2) 1994(3) 1994 1995
-------- -------- -------- -------- ---------- ---------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales.............. $445,596 $442,283 $664,226 $856,272 $987,837 $452,698 $625,745
Cost of products sold.. 312,925 318,166 508,018 663,239 748,135 346,446 462,954
-------- -------- -------- -------- ---------- ---------- --------
Gross profit........... 132,671 124,117 156,208 193,033 239,702 106,252 162,791
Selling, general, and
administrative(4)..... 77,740 79,673 101,327 118,344 137,124 61,627 81,643
Amortization of
goodwill.............. 1,552 1,695 2,380 3,294 4,609 1,650 3,193
-------- -------- -------- -------- ---------- ---------- --------
53,379 42,749 52,501 71,395 97,969 42,975 77,955
Other income (expense):
Interest expense....... (19,426) (15,207) (19,110) (20,624) (24,769) (10,436) (16,892)
Other.................. (97) (289) 4,533 123 916 33 (318)
-------- -------- -------- -------- ---------- ---------- --------
Earnings before income
taxes and cumulative
effect of accounting
change................ 33,856 27,253 37,924 50,894 74,116 32,572 60,745
Income taxes........... 10,655 6,363 7,511 8,246 15,169 5,688 13,987
-------- -------- -------- -------- ---------- ---------- --------
Earnings before
cumulative effect of
accounting change..... 23,201 20,890 30,413 42,648 58,947 26,884 46,758
Cumulative effect of
accounting change for
income taxes.......... -- -- -- 1,427 -- -- --
Net earnings(5)........ 23,201 20,890 30,413 44,075 58,947 26,884 46,758
Earnings per
share:(5)(6)
Before cumulative
effect of accounting
change................ $.67 $.57 $.78 $.91 $1.20 $.57 $.89
Net earnings........... $.67 $.57 $.78 $.94 $1.20 $.57 $.89
Weighted average shares
outstanding(6)........ 39,604 36,712 42,702 46,806 49,098 46,813 52,710
<CAPTION>
DECEMBER 31, JUNE 30, 1995
-------------------------------------------------- --------------------
1990 1991 1992 1993 1994
-------- -------- -------- -------- ---------- (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital........ $120,384 $128,733 $145,327 $205,806 $ 328,322 $ 386,419
Total assets........... 440,656 448,771 661,643 948,106 1,333,959 1,494,240
Long-term debt--less
current portion....... 140,212 127,632 139,540 266,999 402,337 444,707
Stockholders' equity... 177,839 201,366 346,625 376,503 565,088 643,056
</TABLE>
--------
(1) Includes the results from January 1, 1992 of businesses acquired from
Sprague Technologies, Inc.
(2) Includes the results from January 1, 1993 of Roederstein GmbH.
(3) Includes the results from July 1, 1994 of Vitramon, Incorporated.
(4) Includes restructuring costs of $6,659,000 and $3,700,000 for the years
ended December 31, 1993 and in 1991, respectively, relating primarily to
lay-offs in France. Earnings for the year ended December 31, 1993 include
$7,221,000 of proceeds received for business interruption insurance
claims.
(5) Included in the year ended December 31, 1993 is a one-time tax benefit of
$1,427,000, or $0.03 per share, resulting from the adoption of FASB
Statement No. 109, "Accounting for Income Taxes."
(6) Earnings per share amounts for all periods have been adjusted to reflect a
5% stock dividend paid on March 31, 1995 and a 2-for-1 stock split
effective June 16, 1995. Earnings per share for each period are based on
the weighted average number of shares of Common Stock and Class B Common
Stock outstanding during the period, after giving effect to the conversion
of all outstanding 4 3/4% Convertible Subordinated Debentures Due 2003
(the "Debentures") if such conversion would have resulted in a dilutive
effect in that period. The Debentures were fully converted in October
1992.

8
<PAGE>

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

INTRODUCTION AND BACKGROUND

The Company's sales and net income have increased significantly in the past
several years primarily as a result of its acquisitions. Following each
acquisition, the Company implemented programs to take advantage of the
operating synergies among its businesses and to decrease its costs by
transferring some production to lower cost countries. These steps have been
reflected in a decline in selling, general and administrative expenses as a
percentage of the Company's net sales and in an increase in gross profits. The
cost of goods sold reductions for each acquisition, however, are partially
masked as a result of subsequent acquisitions.

From mid-1990 through the end of 1993, sales of most of the Company's
products were adversely affected by the worldwide slowdown in the electronic
components industry, which reflected general recessionary trends in all major
industrialized countries. In addition, sales to defense-related industries
declined from the end of the first quarter of 1991 until the second half of
1993. Despite this slowdown, Vishay realized record net earnings in each year
throughout this period. This was a result of its acquisitions and focus on the
bottom-line, including the implementation of operating efficiencies.

In 1994, the Company's growth was fueled not only by its acquisition of
Vitramon, Incorporated ("Vitramon"), which provided the Company access to the
rapidly growing market for MLCC capacitors, but also by significant improvement
in the U.S. and European economies in general and dramatic expansion in the
electronic components industry in particular, resulting in record net earnings
of $58.9 million. Since early 1994, demand for most passive electronic
components has been extremely strong and, in the case of certain products (such
as tantalum capacitors), has exceeded available supply, resulting in increased
backlogs and favorable pricing. There can be no assurance that these conditions
will continue.

The Company's strategy includes transferring some of its manufacturing
operations from countries with high labor costs and tax rates (such as the
United States, France and Germany) to Israel, Mexico, Portugal and the Czech
Republic in order to benefit from lower labor costs and, in the case of Israel,
to take advantage of various government incentives, including government grants
and tax reduction. Management believes that the Company is well positioned to
reduce its costs in the event of a decline in demand by accelerating the
transfer of production to countries with lower labor costs and more favorable
tax environments.

The Company realizes approximately 50% of its revenues outside the United
States. As a result, fluctuations in currency exchange rates can significantly
affect the Company's reported sales and to a lesser extent earnings. Currency
fluctuations impact the Company's net sales and other income statement amounts,
as denominated in U.S. dollars, including other income as it relates to foreign
exchange gains or losses. Generally, in order to minimize the effect of
currency fluctuations on profits, the Company endeavors to (i) borrow money in
the local currencies and markets where it conducts business, and (ii) minimize
the time for settling intercompany transactions. The Company does not purchase
foreign currency exchange contracts or other derivative instruments to hedge
foreign currency exposures.

As a result of the increased production by the Company's operations in Israel
over the past several years, the low tax rates in Israel (as compared to the
statutory rates in the United States) have had the effect of increasing the
Company's net earnings. The more favorable Israeli tax rates are applied to
specific approved projects and normally continue to be available for a period
of ten years or, if the investment in the project is over $20 million, for a
period of 15 years, which has been the case for most of the Company's
investments in Israel since 1994. New projects are continually being
introduced. In addition, the Israeli government offers certain incentive
programs in the forms of grants designed to increase employment in Israel.
Future grants and other incentive programs offered to the Company by the
Israeli government will likely depend on the Company's continuing to increase
capital investment and the number of the Company's employees in Israel.

9
<PAGE>

RESULTS OF OPERATIONS

Various components of the Company's income statement, expressed as a
percentage of sales, as well as its effective tax rate, were as follows:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
---------------- ------------------
1992 1993 1994 1994 1995
---- ---- ---- -------- --------
<S> <C> <C> <C> <C> <C>
Costs of products sold................... 76.5% 77.5% 75.7% 76.5% 74.0%
Gross profit............................. 23.5 22.5 24.3 23.5 26.0
Selling, general and administrative ex-
penses.................................. 15.3 13.9 13.9 13.6 13.0
Operating income......................... 7.9 8.3 9.9 9.5 12.5
Earnings before income taxes............. 5.7 5.9 7.5 7.2 9.7
Net earnings............................. 4.6 5.1 6.0 5.9 7.5
Effective tax rate....................... 19.8 16.2 20.5 17.5 23.0
</TABLE>

Six months ended June 30, 1995 compared to Six months ended June 30, 1994

Net sales for the six months ended June 30, 1995 increased $173,047,000 or
38.2% from the comparable period of the prior year. The increase reflects the
acquisition of Vitramon in July 1994 and the strong performance of the
Company's surface mount components businesses. Net sales of Vitramon were
$87,753,000 for the six months ended June 30, 1995, an increase of 26.1% over
the comparable 1994 period (prior to its acquisition by the Company). Net
sales, exclusive of Vitramon, increased by $85,294,000 or 18.8% during the
first six months of 1995 over the corresponding period in 1994. In addition,
the weakening of the U.S. dollar against foreign currencies in the 1995 period
resulted in an increase in reported sales of $35,795,000. Net sales for the
first six months of 1995, exclusive of Vitramon and foreign currency effects,
increased 11% over the first six months of the prior year. Net bookings, for
the six months ended June 30, 1995, exclusive of Vitramon, increased by 23.4%
over the comparable 1994 period. Vitramon's net bookings for the six months
ended June 30, 1995 increased by 21.8% over the comparable 1994 period (prior
to its acquisition by the Company).

Costs of products sold for the six months ended June 30, 1995 were 74.0% of
net sales, as compared with 76.5% for the comparable prior year period. The
principal factors contributing to this decrease were: (i) the fact that gross
profit margins for Vitramon were higher than those for Vishay's other operating
companies, (ii) an increase of $1,783,000 or 43% in the amount of Israeli
government grants recognized as a reduction of cost of products sold in the six
months ended June 30, 1995, (iii) an increase in production in Israel where
labor costs are lower than in most other regions in which Vishay manufactures,
and (iv) the effect of the peso devaluation, which contributed approximately
$1,800,000 to gross profit for the six months ended June 30, 1995. 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 six months ended June
30, 1995 were 13.0% of net sales as compared to 13.6% for the comparable prior
year period. Management is continuing to explore additional cost saving
opportunities.

Interest costs increased by $6,456,000 in the six months ended June 30, 1995
over the comparable prior year period as a result of increases in prevailing
interest rates and an overall increase in the amount of bank debt outstanding
as a result of the acquisition of Vitramon and capital expenditures.

The effective tax rate for the six months ended June 30, 1995 was 23.0%
compared to 17.5% for the prior year period. The effective tax rate for
calendar year 1994 was 20.5%. The higher tax rate for the six months ended June
30, 1995 reflects the inclusion of Vitramon earnings, which were generated in
high tax jurisdictions.

The effect of the low tax rates in Israel was to increase net earnings by
$8,195,000 and $5,942,000 for the six months ended June 30, 1995 and 1994,
respectively. The Israeli pre-tax grants recognized by the Company were
$5,940,000 and $4,157,000 for the six months ended June 30, 1995 and 1994,
respectively.

10
<PAGE>

Year ended December 31, 1994 compared to Year ended December 31, 1993

Net sales for the year ended December 31, 1994 increased $131,565,000 or
15.4% over the prior year. The increase reflects the acquisition of Vitramon in
July 1994. Net sales of Vitramon were $72,139,000 for the six months ended
December 31, 1994, an increase of 29.4% over the comparable 1993 period (prior
to its acquisition by the Company). Net sales, exclusive of Vitramon, during
the year ended December 31, 1994 increased by $59,426,000 or 6.9% over 1993.
The weakening of the U.S. dollar against foreign currencies in 1994 resulted in
an increase in reported sales of $7,208,000 over 1993.

Net sales, exclusive of Vitramon and foreign currency effects, in the United
States and Europe increased 6.1% over the prior year. Net bookings, exclusive
of Vitramon, for 1994 increased by 15.5% over the prior year. Net bookings of
Vitramon, for the six months ended December 31, 1994, increased by 34.5% over
the comparable period of 1993 (prior to its acquisition by the Company).

Costs of products sold for the year ended December 31, 1994 were 75.7% of net
sales as compared with 77.5% for the prior year. The principal factors
contributing to this decrease were: (i) the fact that gross profit margins for
Vitramon are higher than those for Vishay's other operating companies, (ii) an
increase of $6,234,000 or 182% in the amount of Israeli government grants
recognized as a reduction of costs of products sold in 1994 over the prior year
and (iii) a significant increase in production in Israel, where labor costs are
generally lower than in 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 year ended December 31,
1994 and 1993 were 13.9% of net sales. Management continues to explore
additional cost saving opportunities.

Restructuring charges of $6,659,000 for the year ended December 31, 1993
consist primarily of severance costs related to the Company's decision to
downsize its European operations, primarily in France, as a result of the
European business climate. These costs were paid in 1994.

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

Interest costs increased by $4,145,000 for the year ended December 31, 1994
as a result of increased rates and increased debt incurred for the acquisition
of Vitramon.

The effective tax rate for the year ended December 31, 1994 was 20.5%
compared to 16.2% for the prior year. The effective tax rate for 1993,
exclusive of the effect of nontaxable insurance proceeds, was 18.6%. The higher
tax rate for 1994 reflects the inclusion of Vitramon earnings in higher tax
locations.

The effect of the low tax rates in Israel was to increase net earnings by
$15,291,000 and $11,644,000 for the years ended December 31, 1994 and 1993,
respectively. The Company's average income tax rate in Israel was approximately
4% for both 1994 and 1993. The Israeli pre-tax grants recognized by the Company
were $9,658,000 and $3,424,000 for the years ended December 31, 1994 and 1993,
respectively.

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

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

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

11
<PAGE>

Roederstein, decreased by $20,078,000, compared to 1992, due primarily to the
strengthening of the U.S. dollar against foreign currencies, which resulted in
a $15,671,000 decrease in reported net sales for 1993, as well as to the
effects of recessionary pressures in Europe.

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

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

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

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

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

The effect of the low tax rates in Israel was to increase net earnings by
$11,644,000 and $6,015,000 for the years ended December 31, 1993 and 1992,
respectively. The Company's average income tax rate in Israel was approximately
4% and 7% for the years ended December 31, 1993 and 1992, respectively. The
Israeli pre-tax grant recognized by the Company was $3,424,000 and $104,000 for
the years ended December 31, 1993 and 1992, respectively.

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

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

Effective January 1, 1993 the Company changed its method of accounting for
income taxes from the deferred method to the liability method required by FASB
Statement No. 109, "Accounting for Income Taxes." The cumulative effect of
adopting Statement 109 as of January 1, 1993 was to increase net income by

12
<PAGE>

$1,427,000. Application of the new income tax rules also decreased pretax
earnings by $2,870,000 for the year ended December 31, 1993 because of
increased depreciation expense as a result of Statement 109's requirement to
report assets acquired in prior business combinations at their pretax amounts.

The Company also adopted FASB Statement No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," effective January 1, 1993. The
Company has elected to recognize the transition obligation on a prospective
basis over a twenty-year period. In 1993, the new standard resulted in
additional annual net periodic postretirement benefit costs of $1,200,000
before taxes, and $792,000 after taxes, or $0.02 per share. Prior-year
financial statements have not been restated to apply the new standard.

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 comparable prior year period. Included in
net cash provided by operating activities were $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 in the six months ended June 30, 1995 were
$70,460,000 compared to $42,941,000 in the prior year period, reflecting the
Company's on-going capital expenditure program to meet growing demand for
surface mount components. Net cash provided by financing activities of
$33,894,000 for the six months ended June 30, 1995 included borrowings used
primarily to finance the additions to property and equipment.

The Company has established accruals of $13,532,000 relating to the Vitramon
acquisition. These accruals, which are included in other accrued expenses, will
not affect future earnings but will require cash expenditures over the next
twelve months.

LIQUIDITY AND CAPITAL RESOURCES

On June 27, 1995, the Company amended its bank credit facilities. The
amendment increased the Company's domestic revolving credit facility by $100
million, extended the maturity of its domestic and Deutsche Mark ("DM")
denominated revolving credit facilities and gave the Company the right to
increase its domestic revolving credit facility by an additional $100 million
by prepaying its outstanding $100 million non-amortizing term loan on or before
July 1, 1996.

After giving effect to the amendment and prepayment of the $100 million non-
amortizing term loan with a portion of the proceeds of this Offering, the
Company's domestic credit facilities will consist of a $400,000,000 revolving
credit facility that matures on December 31, 2000, subject to the Company's
right to request up to three, one-year renewals thereafter, and a $92,500,000
term loan that matures on December 31, 2000. Borrowings under these facilities
bear interest at variable rates based on the prime rate or, at the Company's
option, LIBOR; at July 31, 1995, the rates ranged from 6.44% to 6.88%. The
Company also has DM denominated revolving credit and term loan facilities for
certain of its German subsidiaries, which permit borrowings, in the aggregate,
of DM 125,615,990, including a DM 40,000,000 revolving credit facility that
matures on December 31, 2000, subject to the borrower's right to request up to
three, one-year renewals thereafter, and a DM 85,615,990 term loan that matures
on December 31, 1997. Borrowings bear interest at variable rates based on
LIBOR; at July 31, 1995, the rates ranged from 5.13% to 5.44%.

All of the Company's bank facilities, which are unsecured, are cross-
guaranteed by the Company and certain of its subsidiaries. Upon completion of
the Offering and prepayment of the $100 million non-amortizing term loan with a
portion of the net proceeds, these cross-guarantees will be released. In
addition, the interest rates on the Company's revolving credit facilities and
term loans will be reduced by an average rate of .34%, and certain commitment
and facility fees payable to the lending banks will be reduced as well. In
addition, certain financial and restrictive covenants (including the leverage
covenant, the tangible net worth ratio and the fixed charge coverage ratio)
have been relaxed to accommodate the Company's anticipated increase in capital
expenditures.

13
<PAGE>

The Company's ratio of long-term debt (less current portion) to stockholders'
equity was .7 to 1 at both June 30, 1995 and December 31, 1994.

The Company's capital expenditures for the year ended December 31, 1994 and
1993 were $83.0 million and $76.8 million, respectively, and, for the six-
months ended June 30, 1995 and 1994 were $70.5 million and $42.9 million,
respectively. Capital expenditures for the second half of 1995 and for the year
ended December 31, 1996 are currently expected to total $70 million and $140
million, respectively.

Management believes that the Company's available sources of credit together
with the proceeds of the Offering and cash generated from operations will be
sufficient to satisfy the Company's anticipated financing needs for capital
expenditures and working capital through the end of 1996.

14
<PAGE>

BUSINESS

GENERAL

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

The Company's major acquisitions have included Dale Electronics, Inc. (United
States, Mexico and the United Kingdom) in 1985, Draloric Electronic GmbH
(Germany and the United Kingdom) in 1987, Sfernice S.A. (France) in 1988,
Sprague Electric Company ("Sprague") (United States and France) in 1992,
Roederstein GmbH ("Roederstein") (Germany, Portugal and the United States) in
1993, and Vitramon, Incorporated ("Vitramon") (United States, France, Germany
and the United Kingdom) in 1994. In January 1995, the Company acquired a 49%
equity interest in Nikkohm Co., Ltd., a Japanese manufacturer of thin film
resistors and resistor networks. Nikkohm had sales of approximately $6 million
in 1994. This acquisition is intended to facilitate the Company's access to the
Japanese electronics market.

PRODUCTS

Vishay designs, manufactures and markets electronic components that cover a
wide range of products and technologies. The products primarily consist of
fixed resistors, tantalum, MLCC and film capacitors, and, to a lesser extent,
inductors, aluminum and specialty ceramic capacitors, transformers,
potentiometers, plasma displays and thermistors. The Company offers most of its
product types in the increasingly demanded surface mount device form and in the
traditional leaded device form. The Company believes it produces one of the
broadest lines of passive electronic components available from any single
manufacturer.

Resistors are basic components used in all forms of electronic circuitry to
adjust and regulate levels of voltage and current. They vary widely in
precision and cost, and are manufactured in numerous materials and forms.
Resistive components may be either fixed or variable, the distinction being
whether the resistance

15
<PAGE>

is adjustable (variable) or not (fixed). Resistors can also be used as
measuring devices, such as Vishay's resistive sensors. Resistive sensors or
strain gages are used in experimental stress analysis systems as well as in
transducers for electronic measurement of loads (scales), acceleration and
fluid pressure.

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

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

The Company believes it has taken advantage of the growth of the surface
mount component market and is an industry leader in designing and marketing
surface mount devices. The Company also believes that in the United States and
Europe it is a market leader in the development and production of a wide range
of these devices, including thick film chip resistors, thick film resistor
networks, metal film leadless resistors (MELFs), molded tantalum chip
capacitors, coated tantalum chip capacitors, film capacitors, multi-layer
ceramic chip capacitors, thin film chip resistors, thin film networks,
wirewound chip resistors, power strip resistors, bulk metal foil chip
resistors, current sensing chips, chip inductors, chip transformers, chip
trimmers and NTC chip thermistors. The Company also provides a number of
component packaging styles to facilitate automated product assembly by its
customers. The Company's position in the surface mount market has been enhanced
by the acquisition of Vitramon, since substantially all of Vitramon MLCC
products utilize surface mount technology. Surface mount devices adhere to the
surface of a circuit board rather than being secured by leads that pass through
holes to the back side of the board. Surface mounting provides distinct
advantages over through-hole mounting. For example, surface mounting allows the
placement of more components on a circuit board, which is particularly
desirable for a growing number of manufacturers who require greater
miniaturization in products such as hand held computers and cellular
telephones. Surface mounting also facilitates automation, resulting in lower
production costs for equipment manufacturers than those associated with leaded
devices. Despite this trend, the Company's sales of leaded devices have
remained relatively stable, and in some instances sales of certain leaded
components have increased. This is mainly a result of the worldwide shortage of
surface mount components.

MARKETS

The Company's products are sold primarily to original equipment manufacturers
("OEMs"), OEM subcontractors that assemble printed circuit boards and
independent distributors that maintain large

16
<PAGE>

inventories of electronic components for resale to OEMs. Its products are used
in, among other things, virtually every type of product containing electronic
circuitry, including computer-related products, telecommunications, measuring
instruments, industrial equipment, automotive applications, process control
systems, military and aerospace applications, consumer electronics, medical
instruments and scales.

For the year ended December 31, 1994, 39% of the Company's net sales were to
customers with production facilities in the United States, 8% were to U.S. and
European customers with production facilities in Asia and 53% were to European
customers and, to a lesser extent, U.S. customers, with production facilities
in Europe.

In the United States, products are marketed through independent
manufacturers' representatives who are compensated solely on a commission basis
by the Company's own sales personnel and by independent distributors. The
Company has regional sales personnel in several North American locations to
provide technical and sales support for independent manufacturers'
representatives throughout the United States, Mexico and Canada. Outside North
America, products are sold to customers in Germany, the United Kingdom, France,
Israel, Japan, Singapore, South Korea, Brazil and other European and Pacific
Rim countries through Company sales offices, independent manufacturers'
representatives and distributors.

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

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

Vishay's largest customers vary from year to year, and no customer has long-
term commitments to purchase products of the Company. No customer accounted for
more than 10% of the Company's net sales in 1994.

MANUFACTURING OPERATIONS

The Company strives to balance the location of its manufacturing facilities.
In order to better serve its customers, the Company maintains production
facilities in those regions where it markets the bulk of its products, such as
the U.S., Germany, France and the U.K. To maximize production efficiencies, the
Company seeks whenever practicable to establish manufacturing facilities in
countries, such as Israel, Mexico, Portugal and the Czech Republic, where it
can take advantage of lower labor and tax costs and, in the case of Israel, to
take advantage of various government incentives, including grants and income
tax relief.

At December 31, 1994, approximately 42% of the Company's identifiable assets
were located in the United States, approximately 46% were located in Europe,
approximately 11% were located in Israel and approximately 1% were located in
other regions. In the United States, the Company's main manufacturing
facilities are located in Nebraska, South Dakota, North Carolina, Pennsylvania,
Maine, Connecticut, Virginia and Florida. In Europe, the Company's main
manufacturing facilities are located in Selb, Landshut and Backnang, Germany
and Nice and Tours, France. In Israel, manufacturing facilities are located in
Holon, Dimona and rented facilities in Migdal Haemek. The Company also
maintains major manufacturing facilities in Juarez, Mexico; Toronto, Canada;
Porto, Portugal and the Czech Republic. Recently, the Company has invested
substantial resources to increase capacity and to maximize automation in its
plants, which it believes will further reduce production costs.

17
<PAGE>

To address the increasing demand for its products and in order to lower its
costs, the Company has expanded, and plans to continue to expand, its
manufacturing operations in Israel, where it benefits from the government's
employment incentive programs designed to increase employment, tax reduction
programs, lower wage rates and a highly-skilled labor force, all of which have
contributed substantially to the growth and profitability of the Company.

Under the terms of the Israeli government's incentive programs, once a
project is approved, the recipient is eligible to receive the benefits of the
related grants for the life of the project, so long as the recipient continues
to meet preset eligibility standards. None of the Company's approved projects
has ever been cancelled or modified and the Company has already received
approval for a majority of the projects contemplated by its capital expenditure
program. However, from time to time, the government has, considered scaling
back or discontinuing these incentive programs. Accordingly, there can be no
assurance that the Israeli government will continue to offer new incentive
programs or that, if it does, the Company will continue to be eligible to take
advantage of them. The Company might be materially adversely affected if these
incentive programs were no longer available to the Company for new projects. In
addition, the Company might be materially adversely affected if hostilities
were to occur in the Middle East that interfere with the Company's operations
in Israel. The Company, however, has never experienced any material
interruption in its Israeli operations in its 26 years of production there, in
spite of several Middle East crises, including wars. For the year ended
December 31, 1994, sales of products manufactured in Israel accounted for
approximately 15% of the Company's net sales.

Due to a shift in manufacturing emphasis to higher automation processes and
the relocation of some production to regions with lower labor costs, portions
of the Company's work force and certain facilities may not be fully utilized in
the future. As a result, the Company may incur significant costs in connection
with work force reductions and the closing of additional manufacturing
facilities.

RESEARCH AND DEVELOPMENT

Many of the Company's products and manufacturing processes have been
invented, designed and developed by Company engineers and scientists. The
Company maintains strategically located design centers where proximity to
customers enables it to more easily satisfy the needs of the local market.
These design centers are located in the United States (Connecticut, Maine,
Nebraska, North Carolina, Pennsylvania), in Germany (Selb, Landshut,
Pfafenberg, Backnang), in France (Nice, Tours, Evry) and Israel. The Company
also maintains separate research and development staffs and promotes separate
programs at a number of its production facilities to develop new products and
new applications of existing products, and to improve product and manufacturing
techniques. This decentralized system encourages individual product
developments at individual manufacturing facilities that occasionally have
applications at other facilities. Company research and development costs were
approximately $7.2 million in 1994, and $7.1 million in each of years 1993 and
1992. These amounts do not include substantial expenditures for product
development and the design, development and manufacturing of machinery and
equipment for new processes and for cost reduction measures. See "--Markets."

SOURCES OF SUPPLY

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

Tantalum, a metal, is the principal material used in the manufacture of
tantalum capacitor products. It is purchased in powder form primarily under
annual contracts with domestic suppliers at prices that are subject to periodic
adjustment. The Company is a major consumer of the world's annual tantalum
production. There are currently three major suppliers that process tantalum ore
into capacitor grade tantalum powder. Although the Company believes that there
is currently a surplus of tantalum ore reserves and a sufficient number of
tantalum processors relative to foreseeable demand, and that the tantalum
required by

18
<PAGE>

the Company has generally been available in sufficient quantities to meet
requirements, the limited number of tantalum powder suppliers could lead to
increases in tantalum prices that the Company may not be able to pass on to its
customers.

Palladium is primarily purchased on the spot and forward markets, depending
on market conditions. Palladium is considered a commodity and is subject to
price volatility. The price of palladium has fluctuated in the range of
approximately $95 to $176 per troy ounce during the last three years. Although
palladium is currently found in South Africa and Russia, the Company believes
that there are a sufficient number of domestic and foreign suppliers from which
the Company can purchase palladium. However, an inability on the part of the
Company to pass on increases in palladium costs to its customers could have an
adverse effect on the margins of those products using the metal.

INVENTORY AND BACKLOG

Although the Company manufactures standardized products, a substantial
portion of its products are produced to meet customer specifications. The
Company does, however, maintain an inventory of resistors and other components.
Backlog of outstanding orders for the Company's products was $385.5 million,
$305.7 million, $198.4 million and $134.3 million, respectively, at June 30,
1995 and at December 31, 1994, 1993 and 1992. The increase in backlog at
December 31, 1994 and 1993 as compared with prior periods is attributable in
large part to the acquisitions of Vitramon and Roederstein, respectively. The
recent surge in backlog to a record level also reflects a continuing increase
in demand for the Company's products; bookings have continued to outpace
shipments since the beginning of 1994. The increase in bookings has been
particularly strong for the Company's surface mounted components, including
MLCC capacitors, tantalum capacitors and thick film resistor chips. The current
backlog is expected to be filled during the next twelve months. Most of the
orders in the Company's backlog may be cancelled by its customers, in whole or
in part, although sometimes subject to penalty. To date, however, cancellations
have not been significant.

COMPETITION

The Company faces strong competition in its various product lines from both
domestic and foreign manufacturers that produce products using technologies
similar to those of the Company. The Company's main competitors for tantalum
capacitors are KEMET, AVX and NEC; for MLCC capacitors, competitors are KEMET,
AVX, Murata and TDK. For thick film chip resistors, competitors are ROHM, Koa
and Yageo. For wirewound and metal film resistors, competitors are IRC, ROHM
and Ohmite.

The Company's competitive position depends on its product quality, know-how,
proprietary data, marketing and service capabilities and business reputation,
as well as on price. In respect of certain of its products, the Company
competes on the basis of its marketing and distribution network, which provides
a high level of customer service. For example, the Company works closely with
its customers to have its components incorporated into their electronic
equipment at the early stages of design and production and maintains redundant
production sites for most of its products to ensure an uninterrupted supply of
products. Further, the Company has established a National Accounts Management
Program, which provides the Company's largest customers with one national
account executive who can cut across Vishay business unit lines for sales,
marketing and contract coordination. In addition, the breadth of the Company's
product offerings enables the Company to strengthen its market position by
providing its customers with "one-stop" access to one of the broadest
selections of passive electronic components available from a direct
manufacturing source.

Although the Company has numerous United States and foreign patents covering
certain of its products and manufacturing processes, no particular patent is
considered material to the business of the Company.

ENVIRONMENTAL MATTERS

The Company's manufacturing operations are subject to various federal, state
and local laws restricting discharge of materials into the environment. The
Company is not involved in any pending or threatened proceedings that would
require curtailment of its operations. However, the Company is involved in
various

19
<PAGE>

legal actions concerning state government enforcement proceedings and various
dump site cleanups. These actions may result in fines and/or cleanup expenses.
The Company believes that any fine or cleanup expense, if imposed, would not be
material. The Company continually expends funds to ensure that its facilities
comply with applicable environmental regulations. The Company has nearly
completed its undertaking to comply with new environmental regulations relating
to the elimination of chlorofluorocarbons (CFCs) and ozone depleting substances
(ODS) and other anticipated compliances with the Clean Air Act amendments of
1990. The Company anticipates that it will undertake capital expenditures of
approximately $4,000,000 in fiscal 1995 for general environmental compliance
and enhancement programs. The Company has been named a Potentially Responsible
Party (PRP) at seven Superfund sites. The Company has settled three of these
for minimal amounts and does not expect the others to be material. While the
Company believes that it is in material compliance with applicable
environmental laws, it cannot accurately predict future developments. Moreover,
the risk of environmental liability and remediation costs is inherent in the
nature of the Company's business and, therefore, there can be no assurance that
material environmental costs, including remediation costs, will not arise in
the future.

With each acquisition, the Company undertakes to identify potential
environmental concerns and to minimize the environmental matters it may be
required to address. In addition, with each acquisition, the Company
establishes reserves against potential environmental liabilities that may
arise. The Company believes that the reserves it has established are adequate.
Nevertheless, the Company often unavoidably inherits certain pre-existing
environmental liabilities, generally based on successor liability doctrines.
Although the Company has never been involved in any environmental matter that
has had a materially adverse impact on its overall operations, there can be no
assurance that in connection with any past or future acquisition the Company
will not be obligated to address environmental matters that could have a
materially adverse impact on its operations.

EMPLOYEES

At June 30, 1995, the Company had approximately 17,800 full-time employees of
whom approximately 11,100 were located outside the United States. The Company
hires few employees on a part time basis. While various of the Company's
foreign employees are members of trade unions, a de minimis number of the
Company's employees located in the United States is represented by unions.

20
<PAGE>

MANAGEMENT

The following table sets forth certain information regarding the directors
and executive officers of the Company as of August 28, 1995.

<TABLE>
<CAPTION>
NAME AGE POSITION HELD
---- --- -------------
<C> <C> <S>
Felix Zandman(1)................. 67 Chairman of the Board, President, Chief
Executive Officer and Director
Donald G. Alfson................. 49 Director and Vice President;
President--Vishay Electronic
Components, U.S. and Asia
Avi D. Eden(1)................... 47 Director
Robert A. Freece(1).............. 54 Senior Vice President and Director
Richard N. Grubb(1).............. 48 Vice President, Treasurer, Chief
Financial Officer and Director
Eliyahu Hurvitz.................. 62 Director
Abraham Inbar.................... 67 Vice President; President--Vishay
Israel Ltd., a subsidiary of Vishay
Henry V. Landau.................. 48 Vice President; President--Measurements
Group, Inc., a subsidiary of Vishay
Gerald Paul...................... 46 Director and Vice President;
President--Vishay Electronic
Components, Europe
Edward B. Shils(2)(3)(4)(5)...... 79 Director
Luella B. Slaner................. 74 Director
Mark I. Solomon(2)(3)(4)(5)...... 55 Director
William J. Spires................ 53 Vice President and Secretary
Jean-Claude Tine................. 76 Director
</TABLE>

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

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

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

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

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

Richard N. Grubb has been a Director, Vice President, Treasurer and Chief
Financial Officer of the Company since May 1994. Mr. Grubb has been associated
with the Company in various capacities since 1972.

Eliyahu Hurvitz has served as a Director of the Company since September 1994.
He has been President and Chief Executive Officer of Teva Pharmaceutical
Industries, Ltd. for more than the past five years.

21
<PAGE>

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

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

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

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

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

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

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

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

DESCRIPTION OF CAPITAL STOCK

The aggregate number of shares of capital stock which the Company has
authority to issue is 81,000,000 shares: 1,000,000 shares of Preferred Stock,
par value $1.00 per share (the "Preferred Stock"), 65,000,000 shares of common
stock, par value $.10 per share (the "Common Stock"), and 15,000,000 shares of
Class B Common Stock, par value $.10 per share (the "Class B Common Stock"). No
shares of Preferred Stock have been issued. At August 28, 1995, there were
45,488,267 shares of Common Stock and 7,232,094 shares of Class B Common Stock
outstanding.

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

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

22
<PAGE>

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

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

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

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

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

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

PRINCIPAL STOCKHOLDERS

Dr. Felix Zandman and the Slaner Trustees control a majority of the voting
power of the Company. At August 28, 1995, the Slaner Trustees owned 3,078,646
shares of Common Stock, or 7% of the shares of Common Stock outstanding, and
3,113,204 shares of the Class B Common Stock or 43% of the shares of Class B
Common Stock outstanding, which represented a combined total of 29% of the
voting power of the Company as of that date. At August 28, 1995, Dr. Zandman
owned 48,948 shares of Common Stock, or .1% of the shares of Common Stock
outstanding, and 4,060,124 shares of Class B Common Stock, or 56% of the shares
of Class B Common Stock outstanding, which represented a combined total of 35%
of the Company's voting power as of that date, and Dr. Zandman held options to
purchase an additional 504,000 shares of Common Stock at various exercise
prices. See "Description of Capital Stock."

23
<PAGE>

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

GENERAL

The following is a general discussion of all material United States federal
income and estate tax consequences of the ownership and disposition of Common
Stock by a holder who is not a United States person (a "Non-U.S. Holder"). For
this purpose, the term "Non-U.S. Holder" is defined as any person who is, as to
the United States, a foreign corporation, a non-resident alien individual, a
non-resident fiduciary of a foreign estate or trust, or a foreign partnership
one or more of the members of which is, for United States federal income tax
purposes, a foreign corporation, a non-resident alien, a non-resident
individual or a non-resident fiduciary of a foreign estate or trust. This
discussion does not address all aspects of United States federal income and
estate taxes and does not deal with foreign, state and local consequences that
may be relevant to such Non-U.S. Holders in light of their personal
circumstances. (In particular, the discussion does not consider Non-U.S.
Holders subject to special tax treatment under the federal income tax laws,
including banks, insurance companies, dealers in securities, and holders of
securities as part of a "straddle," "hedge," or "conversion transaction.")
Furthermore, this discussion is based on current provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), existing and proposed
regulations promulgated thereunder and administrative and judicial
interpretations thereof, all of which are subject to change. Each prospective
purchaser of Common Stock is advised to consult a tax advisor with respect to
current and possible future tax consequences of acquiring, holding and
disposing of Common Stock.

An individual may be deemed to be a resident alien for U.S. tax purposes if
the individual is treated as a permanent U.S. resident under U.S. immigration
laws or, subject to certain exceptions, if the individual is present in the
United States on at least 31 days in the calendar year and for an aggregate of
at least 183 days during a three-calendar-year period ending with the current
calendar year (counting for such purposes all of the days present in the
current year, one-third of the days present in the immediately preceding year,
and one-sixth of the days present in the second preceding year). Resident
aliens are subject to United States federal tax as if they were United States
citizens; they are also subject to the United States estate tax (without
benefit of the marital deduction for a non-citizen spouse).

DIVIDENDS

The Company does not currently pay cash dividends on its capital stock. See
"Price Range of Common Stock and Dividend Policy." In the event, however, that
the Company pays cash dividends in the future, such dividends paid to a Non-
U.S. Holder of Common Stock will be subject to withholding of United States
federal income tax at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty, unless the dividends are effectively connected
with the conduct of a trade or business of the Non-U.S. Holder within the
United States. If the dividend is effectively connected with the conduct of a
trade or business of the Non-U.S. Holder within the United States (or, if a tax
treaty applies, attributable to a "permanent establishment," or, in the case of
an individual, a "fixed base," in the United States, through which such trade
or business is conducted) (collectively, "U.S. trade or business income"), the
dividend would be subject to United States federal income tax on a net income
basis at applicable graduated individual or corporate rates, as the case may
be, and would be exempt from the 30% withholding tax described above. Any such
U.S. trade or business income received by a corporate Non-U.S. holder would be
entitled to the 70% dividends-received-deduction, but may, under certain
circumstances, then be subject to an additional "branch profits tax" at a 30%
rate or at such lower rate (including zero) as may be specified by an
applicable income tax treaty.

Under current United States Treasury regulations, dividends paid to an
address outside the United States are presumed to be paid to a resident of such
country for purposes of the withholding discussed above and, under the current
interpretation of United States Treasury regulations, for purposes of
determining the applicability of a tax treaty rate. Under proposed United
States Treasury regulations not currently in effect,

24
<PAGE>

however, a Non-U.S. Holder of Common Stock who wishes to claim the benefit of
an applicable treaty rate would be required to satisfy applicable certification
and other requirements. Certain certification and disclosure requirements must
be complied with in order to be exempt from withholding under the U.S. trade or
business income exemption discussed above.

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

GAIN ON DISPOSITION OF COMMON STOCK

A Non-U.S. Holder generally will not be subject to United States federal
income tax (and generally no tax will be withheld) with respect to gain
recognized on a sale or other disposition of Common Stock unless (i) the gain
is U.S. trade or business income with respect to the Non-U.S. Holder, (ii)
under certain circumstances, in the case of a Non-U.S. Holder who is an
individual and holds the Common Stock as a capital asset, such holder is
present in the United States for 183 or more days in the taxable year of the
sale or other disposition and certain other conditions are met or (iii) for
Non-U.S. Holders of more than 5% of the Common Stock, the Company is or has
been a "U.S. real property holding corporation" for United States federal
income tax purposes. The Company has not been and does not anticipate becoming
a "U.S. real property holding corporation" for United States federal income tax
purposes. Non-U.S. Holders who fall under clause (i) or (ii) above, should
consult their tax advisors regarding the tax treatment applicable to them.

FEDERAL ESTATE TAXES

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

UNITED STATES INFORMATION REPORTING AND BACKUP WITHHOLDING TAX

The Company must report annually to the Service and to each Non-U.S. Holder
the amount of dividends paid to such holder and the tax withheld with respect
to such dividends. These information reporting requirements apply whether or
not withholding is required. Copies of the information returns reporting such
dividends and tax withheld may also be made available to the tax authorities in
the country in which the Non-U.S. Holder resides under exchange-of-information
provisions of an applicable income tax treaty.

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

25
<PAGE>

or business. The payment of the proceeds of a sale of shares of Common Stock to
or through a United States office of a broker is subject to information
reporting and possible backup withholding unless the owner certifies its non-
United States status under penalties of perjury or otherwise establishes an
exemption. Any amounts withheld under the backup withholding rules from a
payment to a Non-U.S. Holder will be allowed as a refund or a credit against
the Holder's United States federal income tax liability, provided that the
required information is furnished to the Service.

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

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

26
<PAGE>

UNDERWRITING

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

<TABLE>
<CAPTION>
NAME OF
U.S. NUMBER OF
UNDERWRITER U.S. SHARES
----------- -----------
<S> <C>
Bear, Stearns & Co. Inc. .......................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...........................................
Donaldson, Lufkin & Jenrette Securities Corporation.............
Lehman Brothers Inc. ...........................................
---------
Total......................................................... 4,000,000
=========
</TABLE>

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

<TABLE>
<CAPTION>
NUMBER OF
NAME OF INTERNATIONAL
MANAGER SHARES
------- -------------
<S> <C>
Bear, Stearns International Limited...........................
Merrill Lynch International Limited...........................
Donaldson, Lufkin & Jenrette Securities Corporation...........
Lehman Brothers International (Europe)........................
Credit Lyonnais Securities....................................
---------
Total....................................................... 1,000,000
=========
</TABLE>

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

27
<PAGE>

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

The Company has granted the U.S. Underwriters and the Managers options to
purchase in the aggregate up to 750,000 additional shares of Common Stock
solely to cover over-allotments, if any. The options may be exercised in whole
or in part at any time within 30 days after the date of this Prospectus. To the
extent the options are exercised, the U.S. Underwriters and the Managers will
be severally committed, subject to certain conditions, to purchase the
additional shares in proportion to their respective purchase commitments as
indicated in the preceding tables.

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

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

Each Manager has represented and agreed that (i) it has not offered or sold,
and, prior to the expiration of six months following the consummation of the
Offering, it will not offer or sell, any shares of Common Stock to any person
in the United Kingdom other than persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances that
have not resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations 1995;
(ii) it has complied and will comply with applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in relation to
the Common Stock in, from or otherwise involving the United Kingdom, and (iii)
it has only issued or passed on, and will only issue or pass on, in the United
Kingdom any document

28
<PAGE>

received by it in connection with the issue of the Common Stock to a person who
is of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1995 or is a person to whom such
document may otherwise lawfully be issued or passed on.

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

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

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

NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

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

REPRESENTATIONS OF PURCHASERS

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

29
<PAGE>

NOTICE TO ONTARIO RESIDENTS

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

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

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of Common Stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
Common Stock acquired by such purchaser pursuant to the Offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #88/5, a copy of which may be obtained from the Company. Only one
such report must be filed in respect of Common Stock acquired on the same date
under the same prospectus exemption.

NOTICE TO NOVA SCOTIA RESIDENTS

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

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

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

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

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

but no action to enforce these rights may be commenced:

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

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

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

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

30
<PAGE>

LANGUAGE OF DOCUMENTS

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

EXPERTS

The consolidated financial statements of Vishay Intertechnology, Inc.
appearing in the Company's Annual Report (Form 10-K) for the year ended
December 31, 1994, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

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

31
<PAGE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY UNDERWRITER OR ANY
OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES, OR AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY, TO ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OF
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

---------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available information..................................................... 2
Incorporation of Certain Information by
Reference................................................................ 2
Prospectus Summary........................................................ 3
The Company............................................................... 3
Use of Proceeds........................................................... 6
Price Range of Common Stock and Dividend Policy........................... 6
Capitalization............................................................ 7
Selected Historical Consolidated Financial Information.................... 8
Management's Discussion And Analysis of Financial Condition And Results of
Operations............................................................... 9
Business.................................................................. 15
Management................................................................ 21
Description of Capital Stock.............................................. 22
Principal Stockholders.................................................... 23
Certain United States Tax Consequences to Non-United States Holders of
Common Stock............................................................. 24
Underwriting.............................................................. 27
Notice to Canadian Residents.............................................. 29
Experts................................................................... 31
Legal Matters............................................................. 31
</TABLE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

5,000,000 SHARES

VISHAY INTERTECHNOLOGY, INC.

COMMON STOCK

[LOGO OF VISHAY]

---------------

PROSPECTUS

---------------

BEAR, STEARNS & CO. INC.

MERRILL LYNCH & CO.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

LEHMAN BROTHERS

, 1995

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

[INTERNATIONAL PROSPECTUS]

PROSPECTUS
5,000,000 SHARES

VISHAY INTERTECHNOLOGY, INC.
[LOGO OF VISHAY]

COMMON STOCK

All of the 5,000,000 shares of Common Stock offered hereby are being sold by
the Company. Of those shares, 1,000,000 shares (the "International Shares")
are being offered outside the United States and Canada (the "International
Offering") by the Managers and 4,000,000 shares (the "U.S. Shares") are being
concurrently offered in the United States (the "U.S. Offering") by the U.S.
Underwriters. The public offering price and the underwriting discounts and
commissions are identical for both the International Offering and the U.S.
Offering.
----------------

----------------

The International Shares are offered by the several Managers, subject to
prior sale, when, as and if delivered to and accepted by them and subject to
certain conditions, including the approval of certain legal matters by
counsel. The Managers reserve the right to withdraw, cancel or modify the
International Offering and to reject orders in whole or in part. It is
expected that delivery of the International Shares will be made against
payment therefor on or about , 1995, at the offices of Bear, Stearns & Co.
Inc., 245 Park Avenue, New York, New York 10167.

----------------

BEAR, STEARNS MERRILL LYNCH
INTERNATIONAL LIMITED INTERNATIONAL LIMITED

DONALDSON, LUFKIN & JENRETTE LEHMAN BROTHERS
SECURITIES CORPORATION

CREDIT LYONNAIS SECURITIES

, 1995
<PAGE>

[INTERNATIONAL PROSPECTUS]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN AND,
IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY UNDERWRITER OR ANY OTHER
PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO
WHICH IT RELATES, OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, TO
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OF SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.

---------------

TABLE OF CONTENTS

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

5,000,000 SHARES

VISHAY INTERTECHNOLOGY, INC.

COMMON STOCK

[LOGO OF VISHAY]

---------------

PROSPECTUS

---------------

BEAR, STEARNS
INTERNATIONAL LIMITED

MERRILL LYNCH
INTERNATIONAL LIMITED

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

LEHMAN BROTHERS

CREDIT LYONNAIS SECURITIES

, 1995

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
----------- -----------------------
<C> <S>
1.1 --Form of U.S. Underwriting Agreement.+
1.2 --Form of International Underwriting Agreement.+
3.1 --Certificate of Amendment of Restated Certificate of
Incorporation of the Company, dated May 23, 1995 and Composite
Certificate of Amendment of Restated Certificate of Incorporation
of the Company as of August 3, 1995 (incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995 (the "Form 10-Q")).
3.2 --Amended and Restated By-laws of the Company (incorporated by
reference to Exhibit 3.2 to the Registration Statement of Form S-
2, Registration No. 33-13833) and Amendment No. 1 to Amended and
Restated By-laws of the Company (incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993).
5 --Opinion of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel,
counsel to the Company, as to the legality of securities being
registered (including consent).*
10.1 --The Amended and Restated Vishay Intertechnology, Inc.
$302,500,000 Revolving Credit and Term Loan Agreement (the
"Vishay 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"), dated as of July 18, 1994.
Incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K, dated July 18, 1994 (the "1994 Form 8-K").
10.2 --The Amended and Restated Vishay Europe GmbH DM 40,000,000
Revolving Credit and DM 9,506,000 Term Loan Agreement (the "DM
Loan Agreement"), dated as of July 18, 1994, by and among the
Banks, the Agent and Vishay Europe GmbH ("VEG"). Incorporated by
reference to Exhibit 10.2 to the 1994 Form 8-K.
10.3 --The Amended and Restated Roederstein DM 104,315,990.20 Term Loan
Agreement, dated as of July 18, 1994 (the "Roederstein Loan
Agreement"), by and among the Banks, the Agent and VEG.
Incorporated by reference to Exhibit 10.3 to the 1994 Form 8-K.
10.4 --The Vishay Intertechnology, Inc. $200,000,000 Acquisition Loan
Agreement (the "Acquisition Loan Agreement"), dated as of July
18, 1994, by and among the Banks, the Agent and Vishay.
Incorporated by reference to Exhibit 10.4 to the 1994 Form 8-K.
10.5 --The First Amendment dated June 27, 1995 to the Vishay Loan
Agreement and the Acquisition Loan Agreement. (Incorporated by
reference to Exhibit 10.1 to the Form 10-Q.)
10.6 --The First Amendment dated June 27, 1995 to the DM Loan Agreement
and the Roederstein Loan Agreement. (Incorporated by reference to
Exhibit 10.2 to the Form 10-Q.)
10.7 --Amended and Restated Vishay Guaranty by Vishay to the Banks,
dated as of July 18, 1994. Incorporated by reference to Exhibit
10.5 to the 1994 Form 8-K.
10.8 --Domestic Guaranty by Dale Holdings, Inc., Dale Electronics,
Inc., Measurements Group, Inc., Vishay Sprague Holdings Corp. and
Sprague Sanford, Inc. to the Banks, dated as of July 18, 1994.
Incorporated by reference to Exhibit 10.6 to the 1994 Form 8-K.
</TABLE>

II-1
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
----------- -----------------------
<S> <C>
10.9 --Amended and Restated Permitted Borrowers Guaranty by Vilna Equities Holding
B.V., VBG, Draloric Electronic GmbH, E-Sil Components Ltd., Sfernice, S.A. and
Roederstein Spezialfabriken fur Bauelemente der Elektronik und Kondersatoren der
Starkstromtechnik GmbH to the Banks, dated as of July 18, 1994. Incorporated by
reference to Exhibit 10.7 to the 1994 Form 8-K.
23.1 --Consent of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel (contained in the
opinion filed as Exhibit 5).
23.2 --Consent of Independent Auditors.*
24 --Powers of attorney (included on signature page).
</TABLE>
--------

+ Previously filed

* Filed herewith

II-2
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, VISHAY
INTERTECHNOLOGY, INC. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT
IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED
THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW
YORK, ON THE 13TH DAY OF SEPTEMBER, 1995.

Vishay Intertechnology, Inc.

/s/ Richard N. Grubb
By__________________________________
NAME: RICHARD N. GRUBB
TITLE: VICE PRESIDENT, TREASURER
CHIEF FINANCIAL OFFICER AND DIRECTOR

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS FELIX ZANDMAN AND RICHARD N. GRUBB, AND EACH AND
ANY ONE OF THEM, HIS TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT, EACH ACTING
ALONE, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY OR ALL AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO
FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION
THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID
ATTORNEYS-IN-FACT AND AGENTS, EACH ACTING ALONE, FULL POWER AND AUTHORITY TO DO
AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN
AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR
COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN
FACT AND AGENTS, EACH ACTING ALONE, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES,
MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.

SIGNATURE TITLE DATE

/s/ Felix Zandman Chairman of the
------------------------------------- Board, President, September 13,
FELIX ZANDMAN Chief Executive 1995
Officer and
Director (Principle
Executive Officer)

/s/ Richard N. Grubb Vice President,
------------------------------------- Treasurer, Chief September 13,
RICHARD N. GRUBB Financial Officer 1995
and Director
(Principle
Financial and
Accounting Officer)

II-3
<PAGE>

SIGNATURE TITLE DATE

/s/ Donald G. Alfson Director and Vice
------------------------------------- President, September 13,
DONALD G. ALFSON President of Vishay 1995
Electronic
Components, U.S.
and Asia

/s/ Avi D. Eden Director
------------------------------------- September 13,
AVI D. EDEN 1995

/s/ Robert A. Freece Senior Vice
------------------------------------- President and September 13,
ROBERT A. FREECE Director 1995

/s/ Eliyahu Hurvitz Director
------------------------------------- September 13,
ELIYAHU HURVITZ 1995

/s/ Gerald Paul Director and Vice
------------------------------------- President, September 13,
GERALD PAUL President of Vishay 1995
Electronic
Components, Europe

/s/ Edward B. Shils Director
------------------------------------- September 13,
EDWARD B. SHILS 1995

/s/ Luella B. Slaner Director
------------------------------------- September 13,
LUELLA B. SLANER 1995

/s/ Mark I. Solomon Director
------------------------------------- September 13,
MARK I. SOLOMON 1995

/s/ Jean-Claude Tine Director
------------------------------------- September 13,
JEAN-CLAUDE TINE 1995

II-4
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS PAGE
----------- ----------------------- ----
<C> <S> <C>
1.1 --Form of U.S. Underwriting Agreement.+
1.2 --Form of International Underwriting Agreement.+
3.1 --Certificate of Amendment of Restated Certificate of
Incorporation of the Company, dated May 23, 1995 and
Composite Certificate of Amendment of Restated Certificate
of Incorporation of the Company as of August 3, 1995
(incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1995 (the "Form 10-Q")).
3.2 --Amended and Restated By-laws of the Company (incorporated
by reference to Exhibit 3.2 to the Registration Statement
of Form S-2, Registration No. 33-13833) and Amendment No.
1 to Amended and Restated By-laws of the Company
(incorporated by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993).
5 --Opinion of Kramer, Levin, Naftalis, Nessen, Kamin &
Frankel, counsel to the Company, as to the legality of
securities being registered (including consent).*
10.1 --The Amended and Restated Vishay Intertechnology, Inc.
$302,500,000 Revolving Credit and Term Loan Agreement (the
"Vishay 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"),
dated as of July 18, 1994. Incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K, dated July
18, 1994 (the "1994 Form 8-K").
10.2 --The Amended and Restated Vishay Europe GmbH DM 40,000,000
Revolving Credit and DM 9,506,000 Term Loan Agreement (the
"DM Loan Agreement"), dated as of July 18, 1994, by and
among the Banks, the Agent and Vishay Europe GmbH ("VEG").
Incorporated by reference to Exhibit 10.2 to the 1994 Form
8-K.
10.3 --The Amended and Restated Roederstein DM 104,315,990.20
Term Loan Agreement, dated as of July 18, 1994 (the
"Roederstein Loan Agreement"), by and among the Banks, the
Agent and VEG. Incorporated by reference to Exhibit 10.3
to the 1994 Form 8-K.
10.4 --The Vishay Intertechnology, Inc. $200,000,000 Acquisition
Loan Agreement (the "Acquisition Loan Agreement"), dated
as of July 18, 1994, by and among the Banks, the Agent and
Vishay. Incorporated by reference to Exhibit 10.4 to the
1994 Form 8-K.
10.5 --The First Amendment dated June 27, 1995 to the Vishay
Loan Agreement and the Acquisition Loan Agreement.
(Incorporated by reference to Exhibit 10.1 to the Form 10-
Q.)
10.6 --The First Amendment dated June 27, 1995 to the DM Loan
Agreement and the Roederstein Loan Agreement.
(Incorporated by reference to Exhibit 10.2 to the Form 10-
Q.)
10.7 --Amended and Restated Vishay Guaranty by Vishay to the
Banks, dated as of July 18, 1994. Incorporated by
reference to Exhibit 10.5 to the 1994 Form 8-K.
10.8 --Domestic Guaranty by Dale Holdings, Inc., Dale
Electronics, Inc., Measurements Group, Inc., Vishay
Sprague Holdings Corp. and Sprague Sanford, Inc. to the
Banks, dated as of July 18, 1994. Incorporated by
reference to Exhibit 10.6 to the 1994 Form 8-K.
10.9 --Amended and Restated Permitted Borrowers Guaranty by
Vilna Equities Holding B.V., VBG, Draloric Electronic
GmbH, E-Sil Components Ltd., Sfernice, S.A. and
Roederstein Spezialfabriken fur Bauelemente der Elektronik
und Kondersatoren der Starkstromtechnik GmbH to the Banks,
dated as of July 18, 1994. Incorporated by reference to
Exhibit 10.7 to the 1994 Form 8-K.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS PAGE
----------- ----------------------- ----
<C> <S> <C>
23.1 --Consent of Kramer, Levin, Naftalis, Nessen, Kamin &
Frankel (contained in the opinion filed as Exhibit 5).
23.2 --Consent of Independent Auditors.*
24 --Powers of attorney (included on signature page).
</TABLE>
-------

+ Previously filed

* Filed herewith

<PAGE>

September 13, 1995

Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, Pennsylvania 19355

Re: Vishay Intertechnology, Inc.
Registration Statement on Form S-3
----------------------------------

Ladies and Gentlemen:

We have acted as counsel to Vishay Intertechnology, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the above-captioned Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
covering 5,750,000 shares of Common Stock, par value $.10 per share (the
"Shares"), of the Company.

As such counsel, we have examined such corporate records, certificates and
other documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion. In rendering this opinion, we
have (a) assumed (i) the genuineness of all signatures on all documents examined
by us, (ii) the authenticity of all documents submitted to us as originals, and
(iii) the conformity to original documents of all documents submitted to us as
photostatic or conformed copies and the authenticity of the originals of such
copies; and (b) relied on (i) certificates of public officials and (ii) as to
matters of fact, statements and certificates of officers of the Company.
<PAGE>

Vishay Intertechnology, Inc.
September 13, 1995
Page 2

We are attorneys admitted to the Bar of the State of New York, and we
express no opinion as to the laws of any other jurisdiction other than the laws
of the United States of America and the General Corporation Law of the State of
Delaware.

Based upon the foregoing, we are of the opinion that the Shares have been
validly authorized and, when issued and sold in accordance with the terms
described in the U.S. prospectus and in the international prospectus forming a
part of the Registration Statement (the "Prospectuses"), will be validly issued,
fully-paid and nonassessable shares of Common Stock of the Company.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the heading "Legal Matters" in the
Prospectuses. In giving such consent, we do not thereby concede that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

KRAMER, LEVIN, NAFTALIS,
NESSEN, KAMIN & FRANKEL

<PAGE>

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Vishay
Intertechnology, Inc. for the registration of 5,000,000 shares of its common
stock and to the incorporation by reference therein of our report dated February
8, 1995 (except for Note 13, as to which the date is March 3, 1995), with
respect to the consolidated financial statements of Vishay Intertechnology, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
-----------------------------
Ernst & Young LLP

Philadelphia, Pennsylvania
September 13, 1995