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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-KA
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 2, 1998
SILICONIX INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-3698 94-1527868
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
2201 LAURELWOOD ROAD
SANTA CLARA, CALIFORNIA 95054
(Address of principal executive offices)
(408) 988-8000
(Registrant's telephone number, including area code)
NOT APPLICABLE.
(Former name or former address, if changed since last report.)
There are no Exhibits.
Page 1 of 3.
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) On March 2, 1998, Vishay Intertechnology, Inc., a Delaware corporation
("Vishay"), acquired 8,010,000 shares (the "Shares") of Common Stock, $0.01 par
value, of the registrant from Daimler-Benz AG, a corporation organized under the
laws of Germany, for consideration of DM 394,400,000 (approximately
$217,350,000, based on the conversion rate on that date published in the Wall
Street Journal, or $27.13 per share), subject to adjustment based on the results
of an audit to be performed as of February 28, 1998, plus assumption of certain
indebtedness. The Shares represent 80.4% of the issued and outstanding Common
Stock of the registrant.
The purchase price was funded from a $1.1 billion revolving credit facility
made available to Vishay under (i) the Vishay Intertechnology, Inc. $825,000,000
Long Term Revolving Credit Agreement, dated as of March 2, 1998 (the "LT
Agreement"), and (ii) the Vishay Intertechnology, Inc. $275,000,000 Short Term
Revolving Credit Agreement, dated as of March 2, 1998 (the "ST Agreement" and
collectively the "Loan Agreements") each by and among Vishay, Comerica Bank,
NationsBanc Montgomery Securities LLC and the other banks signatory thereto
(collectively, the "Banks"), and Comerica Bank, as administrative agent for the
Banks. The Loan Agreements replace all prior loans made to Vishay by the Banks.
The LT Agreement provides for a $825,000,000 loan, comprising a revolving
credit facility and a swing line facility that mature on March 2, 2003, subject
to Vishay's right to request year-to-year renewals. The 364-day ST Agreement
provides for a $275,000,000 revolving credit facility that matures on March 1,
1999, subject to Vishay's right to request an initial three-month extension and,
if granted, subsequent year-to-year renewals. Borrowings under the Loan
Agreements will bear interest at variable rates based, at the option of Vishay,
on the prime rate or a eurocurrency rate and in the case of any swing line
advance, the quoted rate. The borrowings under the Loan Agreements are secured
by pledges of stock in and guaranties by certain subsidiaries of Vishay. Vishay
has made customary financial covenants under the Loan Agreements to the Banks.
Simultaneously with the transfer of the shares, and pursuant to an
agreement between Vishay and Daimler-Benz, three Daimler-Benz representatives on
the Siliconix Board of Directors--Hanspeter Eberhardt, Michael Muhlbayer and
Peter Westrick--resigned from the Board and have been replaced by three Vishay
representatives--Everett Arndt, Lori Lipcaman and Glyndwr Smith. In addition,
Dr. King Owyang has assumed the offices of President and Chief Executive Officer
of Siliconix, replacing Richard Kulle. Dr. Owyang was formerly Executive Vice
President, Technology & Silicon Operations and has been employed by Siliconix
for ten years. Subsequently, effective March 11, 1998, Mr. Kulle resigned from
the Board of Directors of the registrant and from all Boards of Directors of
which he was a member of entities that were affiliated with the registrant when
it was an 80.4% indirect subsidiary of Daimler-Benz AG.
(b) Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SILICONIX INCORPORATED
Date: April 3, 1998 By /s/ King Owyang
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King Owyang
President and CEO
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