Filed pursuant to Rule 424(b)(3)
File Number 333-68090
PROSPECTUS SUPPLEMENT NO. 1
$550,000,000 Aggregate Principal Amount at Maturity
Liquid Yield Option(TM) Notes Due 2021 (Zero Coupon--Subordinated)
and Shares of Common Stock Issuable Upon Conversion and/or
Purchase of the LYONs
This prospectus supplement supplements the prospectus dated November 21,
2001 of Vishay Intertechnology, Inc., relating to the sale by certain of our
securityholders (including their pledgees, donees, assignees, transferees,
successors and others who later hold any of our securityholders' interests) of
up to $550,000,000 aggregate principal amount at maturity of the Liquid Yield
Option Notes ("LYONs") of Vishay and the shares of common stock issuable upon
conversion and/or purchase of the LYONs. You should read this prospectus
supplement in conjunction with the prospectus, and this prospectus supplement is
qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supersedes the information contained
in the prospectus. Capitalized terms used in this prospectus supplement and not
otherwise defined herein have the meanings specified in the prospectus.
The table in the "Selling Securityholders" section on pages 38 and 39 of
the prospectus is hereby supplemented by the substitution of the following
information regarding the selling securityholder listed in the prospectus and by
a corresponding change in the information relating to all other holders of
LYONs who are not identified as selling securityholders.
Aggregate Principal
Amount at Maturity Number of Common Percentage of Shares
of LYONs that May Be Percentage of LYONs Shares that May Be of common stock
Name Sold Outstanding Sold (1) Outstanding (2)
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Wilmington Trust
Company as Owner Trustee
for Forrestal Funding
Master Trust (3) $52,500,000 9.5% 927,601 *
All Other Holders of
LYONs or Future
Transferrees, Pledgees,
Donees, Assignees or
Successors of any such
Holders(3)(4) $77,310,000 14% 1,365,959 *
*Less than one percent (1%).
__________________
(TM) Trademark of Merrill Lynch & Co., Inc.
(1) Assumes conversion of all of the holder's LYONs at a conversion rate of
17.6686 shares of common stock per $1,000 principal amount at maturity of the
LYONs. This conversion rate is subject to adjustment, however, as described
under "Description of the LYONs --Conversion Rights --Conversion Rate and
Delivery of Shares of common stock" in the prospectus. As a result, the number
of shares of common stock issuable upon conversion of the LYONs may increase or
decrease in the future. Does not include shares of common stock that may be
issued by us upon purchase of LYONs by us at the option of the holder.
(2) Calculated based on Rule 13d-3(d)(i)of the Exchange Act, using 144,083,643
shares of common stock outstanding as of December 5, 2001. In calculating this
amount for each holder, we treated as outstanding the number of shares of common
stock issuable upon conversion of all of that holder's LYONs, but we did not
assume conversion of any other holder's LYONs. Does not include shares of common
stock that may be issued by us upon purchase of LYONs by us at the option of the
holder.
(3) Information about holders of LYONs who wish to become selling
securityholders under the registration statement will be set forth in
supplements which will be included in post-effective amendments to the
registration statement of which this prospectus supplement is part.
(4) Assumes that any other holders of LYONs, or any future pledgees, donees,
assignees, transferees or successors of or from any such other holders of LYONs,
do not beneficially own any shares of common stock other than shares of common
stock issuable upon conversion of the LYONs at the initial conversion rate.
INVESTING IN THE LYONS INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK FACTORS"
SECTION BEGINNING ON PAGE 10 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 the prospectus or this prospectus supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is December 10, 2001