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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 $21.82 per share), subject to
adjustment, 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: March 16, 1998 By /s/ King Owyang
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King Owyang
President and CEO
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