Filed Pursuant to Rule 424(b)(3)
Registration No. 333-110259
PROSPECTUS SUPPLEMENT NO. 7
TO PROSPECTUS DATED MARCH 4, 2004
$500,000,000 Principal Amount of
3 5/8% Convertible Subordinated Notes Due 2023
and
Shares of Common Stock Issuable Upon Conversion of the Notes
______________
This prospectus supplement relates to the resale by the selling
securityholders (including their transferees, pledgees or donees or their
successors) of up to $500 million aggregate principal amount of 3 5/8%
Convertible Subordinated Notes due 2023 issued by Vishay Intertechnology, Inc.
and the shares of common stock issuable upon conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated March 4, 2004, as supplemented, which is to be delivered with
this prospectus supplement, and this prospectus supplement is qualified by
reference to the prospectus, except to the extent that the information in this
prospectus supplement supercedes the information contained in the prospectus.
This prospectus supplement is not complete without, and may not be delivered or
utilized except in connection with, the prospectus, including any amendments or
supplements to it.
Investing in the notes or the common stock offered by the prospectus
involves risks that are described in the "Risk Factors" section beginning on
page 7 of the prospectus.
______________
Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus supplement is truthful or complete.
Any representation to the contrary is a criminal offense.
______________
The date of this prospectus supplement is November 10, 2004.
The information in the table appearing under the heading "Selling
Securityholders" beginning on page 54 of the prospectus, as supplemented, is
amended by adding the information below with respect to persons not previously
listed in the prospectus, and by superceding the information below with respect
to persons previously listed in the prospectus.
The following table sets forth certain information as of the date noted,
concerning the principal amount of notes beneficially owned by each selling
securityholder and the number of shares of common stock that may be offered from
time to time by each selling securityholder under this prospectus. The
information is based on information provided by or on behalf of the selling
securityholders. The number of shares of common stock issuable upon conversion
of the notes shown in the table below assumes conversion of the full amount of
notes held by each holder at an initial conversion price of $21.28 per share.
This conversion price is subject to adjustments in certain circumstances.
Because the selling securityholders may offer all or some portion of the notes
or the common stock issuable upon conversion of the notes, we have assumed for
purposes of the table below that the selling securityholders will sell all of
the notes or convert all of the notes and sell all of the common stock issuable
upon conversion of the notes offered by the prospectus. The selling
securityholders identified below may have sold, transferred or otherwise
disposed of all or a portion of their notes since the date on which they
provided the information regarding their notes in transactions exempt from the
registration requirements of the Securities Act. Information about the selling
securityholders may change over time. Any changed information furnished to us by
the selling securityholders will be set forth in prospectus supplements to the
extent required.
Other Shares of
Common Stock
Shares of Beneficially
Aggregate Common Stock Owned Before
Principal Issuable the Offering
Amount of Notes Upon and Assumed to
Beneficially Conversion be Owned
Owned and of the Following the
Name* Offered Notes** Offering***
--------------------------- --------------- ------------ ---------------
BTOP Multi-Strategy Master
Portfolio LTD(1) 4,500,000 211,466 0
Polygon Global
Opportunities Masterfund(2) 10,000,000 469,924 0
Pyramid Equity Strategy Fund(3) 750,000 35,244 0
-----------------------
* Other selling securityholders may be identified at a later date.
Certain selling securityholders are, or are affiliates of, registered
broker-dealers. These selling securityholders have represented that they
acquired their securities in the ordinary course of business and, at the time of
the acquisition of the securities, had no agreements or understandings, directly
or indirectly, with any person to distribute the securities. Each selling
securityholder that is a registered broker-dealer is an "underwriter" within the
meaning of the Securities Act of 1933.
** Assumes conversion of all of the holder's notes at a conversion rate of
46.9925 shares of common stock per $1,000 principal amount at maturity of
the notes. This conversion rate is subject to adjustment as described
under
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"Description of Notes--Conversion Rights." As a result, the number of
shares of common stock issuable upon conversion of the notes may change in
the future. Excludes any additional shares of common stock that may be
issued by us upon the repurchase of the notes and fractional shares.
Holders will receive a cash adjustment for any fractional share amount
resulting from conversion of the notes, as described under "Description of
Notes--Conversion Rights" in the prospectus.
*** Based on the outstanding shares of Vishay as of November 9, 2004, none of
the selling securityholders would beneficially own in excess of 1% of the
outstanding shares following the sale of securities in the offering.
1 Deutsche Bank Trust Company Americas acts as the investment manager for
BTOP Multi-Strategy Master Portfolio LTD with respect to the securities
indicated in the table and as such has voting and dispositive power over
the securities held by the fund. Eric Lobben is a managing director of
Deutsche Bank Trust Company Americas and the portfolio manager for the
fund on behalf of Deutsche Bank Trust Company Americas. Mr. Lobben and
Deutsche Bank Trust Company Americas disclaim beneficial ownership of the
securities held by the fund. The information set forth in the table
relating to BTOP Multi-Strategy Master Portfolio LTD is as of October 27,
2004.
2 Alex Jackson, Andrew Farquhar, Byron Knief, Greville Ward, Luke Pontifell
and Reade Griffith are the members of the Board of Directors of Polygon
Global Opportunities Masterfund and as such have voting and dispositive
power over the securities held by the fund. Messrs. Jackson, Farquhar,
Knief, Ward, Pontifell and Griffith disclaim beneficial ownership of the
securities held by the fund. The information set forth in the table
relating to Polygon Global Opportunities Masterfund is as of November 4,
2004.
3 Deutsche Bank Trust Company Americas acts as the investment manager for
Pyramid Equity Strategy Fund with respect to the securities indicated in
the table and as such has voting and dispositive power over the securities
held by the fund. Eric Lobben is the managing director of Deutsche Bank
Trust Company Americas and the portfolio manager for the fund on behalf of
Deutsche Bank Trust Company Americas. Mr. Lobben and Deutsche Bank Trust
Company Americas disclaim beneficial ownership of the securities held by
the fund. The information set forth in the table relating to Pyramid
Equity Strategy Fund is as of October 27, 2004.
Except as a selling securityholder, no selling securityholder listed in
the above table has had any material relationship with us or any of our
affiliates within the past three years.
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