SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
SILICONIX INCORPORATED
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
827079 10 4
(CUSIP Number)
Mr. Timotheus R. Pohl Mr. Frank D. Maier
Daimler-Benz Technology TEMIC TELEFUNKEN
Corporation microelectronic GmbH
375 Park Avenue Theresienstrasse 2
Suite 3001 74072 Heilbronn
New York, New York 10152 Federal Republic of Germany
(212) 909-9700 011-49-7131-67-0
with a copy to:
J. Michael Schell
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 2, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this Statement because of Rule 13d-1(b)(3) or (4), check the
following box: [ ]
Check the following box if a fee is being paid with the
statement: [ ]
SCHEDULE 13D
CUSIP NO. 827079 10 4 (COMMON STOCK)
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DAIMLER-BENZ TECHNOLOGY CORPORATION
(I.R.S. Identification No.: 13-3475574)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF SHARES BENEFICIALLY (7) SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON
WITH -0-
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
-0-
(1) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|-|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-
(14) TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP NO. 827079 10 4 (COMMON STOCK)
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TEMIC TELEFUNKEN MICROELECTRONIC GMBH
(No S.S. or I.R.S. Identification No.)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|-|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
FEDERAL REPUBLIC OF GERMANY
NUMBER OF SHARES BENEFICIALLY (7) SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON
WITH -0-
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
-0-
(10) SHARED DISPOSITIVE POWER
-0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|-|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
--
(14) TYPE OF REPORTING PERSON*
CO
This Amendment No. 8 amends the Statement on Schedule 13D (the
"Schedule 13D") of Daimler-Benz Technology Corporation, a New York
corporation ("DBTC"), and TEMIC TELEFUNKEN microelectronic GmbH, a limited
liability company incorporated under the laws of the Federal Republic of
Germany ("TEMIC"), filed with the Commission on November 14, 1988, as
amended by Amendment No. 1 to the Schedule 13D filed with the Commission on
January 6, 1989, as amended by Amendment No. 2 to the Schedule 13D filed
with the Commission on March 30, 1990, as amended by Amendment No. 3 to the
Schedule 13D filed with the Commission on May 15, 1990, as amended by
Amendment No. 4 to the Schedule 13D filed with the Commission on July 24,
1990, as amended by Amendment No. 5 to the Schedule 13D filed with the
Commission on January 4, 1991, as amended and restated by Amendment No. 6
to the Schedule 13D filed with the Commission on December 8, 1997, as
amended by Amendment No. 7 to the Schedule 13D filed with the Commission on
December 23, 1997, relating to the common stock, par value $0.01 per share,
of Siliconix incorporated, a Delaware corporation (the "Company"). Unless
otherwise indicated, all capitalized terms used but not defined herein
shall have the meaning as set forth in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by
adding the following:
The transactions contemplated by the Purchase Agreement were
consummated on March 2, 1998 (the "Closing Date") and the transfer of the
Shares from DBTC to Vishay Acquisition became effective as of the Transfer
Date (as defined in the Purchase Agreement).
On the Closing Date, DBTC delivered the resignations, effective
as of the Effective Time (as defined in the Purchase Agreement), of three
of the Company's current directors. In addition, DBTC and TEMIC caused the
Board of Directors of the Company to appoint, effective as of the Effective
Time, three nominees selected by Vishay Acquisition to fill the vacancies
created by such resignations. Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented by
adding the following:
As of the Transfer Date, TEMIC and DBTC ceased to be the
beneficial owners of the Shares and of more than 5% of any other class of
securities of the Company.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented by
adding the following:
Reference is made to Item 4 which is hereby incorporated herein
by reference.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 16, 1998
DAIMLER-BENZ TECHNOLOGY CORPORATION
By: /s/ Timotheus Pohl
________________________
Name: Timotheus Pohl
Title: President
By: /s/ Michael J. Flood
_________________________
Name: Michael J. Flood
Title: Vice President, Taxation
TEMIC TELEFUNKEN MICROELECTRONIC GMBH
By: /s/ Frank Dieter Maier
___________________________
Name: Frank Dieter Maier
Title: President & CEO
By: /s/ Dr. Michael Muehlbayer
____________________________
Name: Dr. Michael Muehlbayer
Title: Executive VP & CFO
