<PAGE>
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission file number 0-20388
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
LITTELFUSE, INC. 401(K) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office.
Littelfuse, Inc.
800 East Northwest Highway
Des Plaines, Illinois 60016
REQUIRED INFORMATION
The following financial statements shall be furnished for the plan:
1. An audited statement of financial condition as of the end of the latest two
fiscal years of the plan (or such lesser period as the plan has been in
existence).
2. An audited statement of income and changes in plan equity for each of the
latest three fiscal years of the plan (or such lesser period as the plan has
been in existence).
3. The statements required by Items 1 and 2 shall be prepared in accordance
with the applicable provisions of Article 6A of Regulation S-X (17
CFR 210.6A--01-6A-05).
4. In lieu of the requirements of Items 1-3 above, plans subject to ERISA may
file plan financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA. To the extent required by ERISA, the
plan financial statements shall be examined by an independent accountant, except
that the "limited scope exemption" contained in Section 103(a)(3)(C) of ERISA
shall not be available.
Note: A written consent of the accountant is required with respect to the
plan annual financial statements which have been incorporated by reference in a
registration statement on Form S-8 under the Securities Act of 1933. The consent
should be filed as an exhibit to this annual report. Such consent shall be
currently dated and manually signed.
<PAGE>
Financial Statements
and Supplemental Schedules
Littelfuse, Inc. 401(k) Savings Plan
December 31, 1996 and 1995
with Report of Independent Auditors
<PAGE>
[LETTERHEAD OF ERNST & YOUNG LLP]
Report of Independent Auditors
401(k) Committee
Littelfuse, Inc. 401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Littelfuse, Inc. 401(k) Savings Plan as of December 31, 1996 and 1995,
and the related statements of changes in net assets available for benefits for
the years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1996 and 1995, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment as of December 31, 1996, and reportable transactions for the
year then ended are presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the
financial statements. The Fund Information in the statements of net assets
available for benefits and the statements of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
May 23, 1997
<PAGE>
Littelfuse, Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1996 1995
------------------------
<S> <C> <C>
Investments, at fair value
Prime Reserve Fund $ 2,356,140 $ 1,956,497
New Income Fund 1,106,870 1,169,046
Equity Income Fund 3,990,738 3,210,221
Growth Stock Fund 3,447,030 2,754,673
New Horizons Fund 2,064,430 1,250,566
International Stock Fund 458,756 150,285
Littelfuse, Inc. Common Stock 1,081,080 716,999
Participant loans 301,465 212,758
-------------------------
14,806,509 11,421,045
Contributions receivable:
Employee 64,969 54,668
Employer 17,957 16,775
-------------------------
82,926 71,443
-------------------------
Total assets 14,889,435 11,492,488
Excess contributions payable:
Employee (22,224) -
Employer (27,966) -
-------------------------
Total liabilities (50,190) -
-------------------------
Net assets available for benefits $14,839,245 $11,492,488
=========================
</TABLE>
See accompanying notes.
<PAGE>
[PAGE>
<TABLE>
<CAPTION>
Littelfuse, Inc. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits, With Fund Information
Year ended December 31, 1996
Fund Information
-------------------------------------------------------------------------------------------------------
Prime New Equity Growth New International
Reserve Income Income Stock Horizons Stock
Total Fund Fund Fund Fund Fund Fund
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions
Employer contributions $ 469,538 $ 90,708 $ 44,228 $ 102,012 $ 107,364 $ 88,059 $ 19,193
Employee contributions 1,742,570 299,508 149,623 405,063 374,765 313,030 75,895
Investment income 922,618 107,889 73,863 250,499 272,837 187,612 12,289
------------------------------------------------------------------------------------------------------
Total additions 3,134,726 498,105 267,714 757,574 754,966 588,701 107,377
Deductions
Distributions to (860,640) (193,634) (64,682) (207,385) (240,226) (88,500) (3,758)
participants
Net participant loan activity - (29,648) (18,310) (18,439) (25,959) (15,173) 4,730
Net transfers (to) from other - 124,820 (196,905) (173,826) (137,417) 260,714 168,414
funds
Net realized and unrealized
(depreciation) appreciation
in fair value of investments 1,072,671 - (49,993) 422,593 340,993 68,122 31,708
------------------------------------------------------------------------------------------------------
Net increase (decrease) 3,346,757 399,643 (62,176) 780,517 692,357 813,864 308,471
Net assets available for
benefits at
beginning of year 11,492,488 1,956,497 1,169,046 3,210,221 2,754,673 1,250,566 150,285
Net assets available for
benefits at ------------------------------------------------------------------------------------------------------
end of year $14,839,245 $2,356,140 $1,106,870 $3,990,738 $3,447,030 $2,064,430 $458,756
======================================================================================================
<CAPTION>
----------------------------------------------------------------
Littelfuse,
Inc. Excess
Common Participant Contributions Contributions
Stock Loans Receivable Payable
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions
Employer contributions $ 44,758 $ - $ 1,182 $(27,966)
Employee contributions 136,609 - 10,301 (22,224)
Investment income - 17,629 - -
----------------------------------------------------------------
Total additions 181,367 17,629 11,483 (50,190)
Deductions
Distributions to participants (51,280) (11,175) - -
Net participant loan activity 2,917 99,882 - -
Net transfers (to) from other
funds (28,171) (17,629) - -
Net realized and unrealized
(depreciation) appreciation
in fair value of investments 259,248 - - -
----------------------------------------------------------------
Net increase (decrease) 364,081 88,707 11,483 (50,190)
Net assets available for
benefits at
beginning of year 716,999 212,758 71,443 -
Net assets available for
benefits at ----------------------------------------------------------------
end of year $1,081,080 $ 301,465 $ 82,926 $(50,190)
================================================================
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
Littelfuse, Inc. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits, With Fund Information
Year ended December 31, 1995
Fund Information
----------------------------------------------------------------------------
Prime New Equity Growth New
Reserve Income Income Stock Horizons
Total Fund Fund Fund Fund Fund
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions
Employer contributions $ 455,003 $ 89,577 $ 42,969 $ 89,166 $ 95,418 $ 67,566
Employee contributions 1,608,658 272,956 154,436 361,290 351,126 232,575
Investment income 609,809 91,898 69,208 172,049 131,191 129,597
---------------------------------------------------------------------------------------
Total additions 2,673,470 454,431 266,613 622,505 577,735 429,738
Deductions
Distributions to participants (271,173) (141,916) (10,055) (36,636) (20,587) (40,071)
Net participant loan activity - (16,569) (868) (10,513) (21,742) (9,505)
Net transfers (to) from other
funds - 213,542 (63,876) (8,858) (123,171) 58,374
Net realized and unrealized
appreciation in fair value of
investments 1,570,093 - 102,219 576,899 478,779 250,844
---------------------------------------------------------------------------------------
Net increase 3,972,390 509,488 294,033 1,143,397 891,014 689,380
Net assets available for
benefits at beginning of year 7,520,098 1,447,009 875,013 2,066,824 1,863,659 561,186
---------------------------------------------------------------------------------------
Net assets available for
benefits at end of year $ 11,492,488 $ 1,956,497 $ 1,169,046 $ 3,210,221 $ 2,754,673 $ 1,250,566
=======================================================================================
</TABLE>
<TABLE>
<CAPTION>
Fund Information
----------------------------
Littelfuse,
International Inc.
Stock Common Participant Contributions
Fund Stock Loans Receivable
-----------------------------------------------------------
<S> <C> <C> <C> <C>
Additions
Employer contributions $ 10,890 $ 42,642 $ - $ 16,775
Employee contributions 48,949 132,658 - 54,668
Investment income 4,022 - 11,844 -
----------------------------------------------------------
Total additions 63,861 175,300 11,844 71,443
Deductions
Distributions to participants (3,952) (12,983) (4,973) -
Net participant loan activity 4,246 (1,311) 56,262 -
Net transfers (to) from other
funds (27,915) (36,270) (11,826) -
Net realized and unrealized
appreciation in fair value of
investments 11,571 149,781 - -
----------------------------------------------------------
Net increase 47,811 274,517 51,307 71,443
Net assets available for
benefits at beginning of year 102,474 442,482 161,451 -
----------------------------------------------------------
Net assets available for
benefits at end of year $150,285 $716,999 $212,758 $ 71,443
==========================================================
</TABLE>
See accompanying notes.
4
<PAGE>
Littelfuse, Inc. 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 1996 and 1995
1. Significant Accounting Policies
Investments
The Plan's investments are stated at fair value. The shares of registered
investment companies are valued at quoted market prices which represent the net
asset values of shares held by the Plan at year-end. Securities traded on a
national securities exchange are valued at the last reported sales price on the
last business day of the Plan year.
Distributions
Distributions to participants are recorded by the Littelfuse, Inc. 401(k)
Savings Plan (Plan) when actual payments are made. Distributions not paid as of
the end of the Plan year are included in investments in the Statement of Assets
Available for Benefits.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
2. Description of the Plan
The following description of the Plan provides general information only.
Reference should be made to the Summary Plan Description or the Plan document
for more complete information.
The Plan is a defined-contribution, profit-sharing plan which is optional to all
eligible employees of Littelfuse, Inc. (Company). The Plan is administered by
the T. Rowe Price Trust Company (Trustee) under the direction of a 401(k)
Committee. The Committee consists of employees of the Company who may also be
Plan participants. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
All employees of the Company who have completed 90 days of service are eligible
to participate in the Plan.
5
<PAGE>
Littelfuse, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Participants self-direct their contributions and account balances among the
investment options provided by the Plan. Participants may elect to contribute
up to 18% of their compensation. Highly compensated participants, as defined by
the Internal Revenue Service, are subject to more restrictive maximum limits.
Participants are immediately vested in their contributions, as well as earnings
thereon. Participant contributions and Plan earnings are not taxable to the
participants as income.
The Company matches participant contributions 50 cents on the dollar for the
first 4% of the participant's gross wages. Participants become 100% vested in
the Company contribution after two years of service. Forfeitures are returned
to the Company to offset future contributions.
The following investment options are available to participants:
T. Rowe Price A money market fund managed to maintain a stable
Prime Reserve Fund share price of $1.00.
T. Rowe Price The Fund invests primarily in marketable debt
New Income Fund securities.
T. Rowe Price The Fund's objectives are to provide dividend
Equity Income Fund income and long-term capital appreciation through
dividend-paying common stocks of established
companies.
T. Rowe Price The Fund's objectives are long-term growth of
Growth Stock Fund capital and increasing dividend income through
equity investment in well-established growth
companies.
T. Rowe Price The Fund's objective is long-term growth of
New Horizons Fund capital through equity investment in small,
rapidly growing companies.
T. Rowe Price The Fund's objective is long-term growth of
International Stock Fund capital and income principally through a
diversified portfolio of stocks of established
non-U.S. issuers.
Littelfuse, Inc. Investments in Littelfuse, Inc. common stock.
Common Stock
6
<PAGE>
Littelfuse, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Participants are entitled to receive a distribution of their accounts upon
reaching age 59 1/2, termination of employment, disability, death, or in the
event of a financial hardship. Distributions may be made in a lump sum or in
periodic installments and are taxable to the participant when received.
Distributions prior to age 59 1/2 may subject the participant to a 10% federal
income tax penalty.
Loans are available to eligible participants bearing interest at a rate
commensurate with rates that may be obtained on similar borrowings in the normal
course of business. Participants may borrow from their Plan account in
accordance with provisions of the Plan.
Although it has not expressed an intent to do so, the Company has the right
under the Plan to terminate the Plan subject to the provisions of ERISA. In the
event of Plan termination, participants will become 100% vested in their
accounts.
3. Investments
The Plan's investments are held by the Trustee that acts as a custodian for all
assets. The fair value of individual investments that represent 5% or more of
the Plan's net assets is as follows:
<TABLE>
<CAPTION>
December 31
1996 1995
-----------------------
<S> <C> <C>
T. Rowe Price Prime Reserve Fund $2,356,140 $1,956,497
T. Rowe Price New Income Fund 1,106,870 1,169,046
T. Rowe Price Equity Income Fund 3,990,738 3,210,221
T. Rowe Price Growth Stock Fund 3,447,030 2,754,673
T. Rowe Price New Horizons Fund 2,064,430 1,250,566
Littelfuse, Inc. Common Stock 1,081,080 716,999
</TABLE>
4. Income Tax Status
The Internal Revenue Service ruled on September 14, 1994, that the Plan
qualifies under section 401 of the Internal Revenue Code, and, therefore, the
related trust is not subject to tax under present income tax law. The 401(k)
Committee is not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status.
7
<PAGE>
Littelfuse, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
5. Administrative Expenses
All administrative fees of the Plan are paid by the Company. Certain accounting
and legal expenses are paid by the Company on behalf of the Plan.
8
<PAGE>
Supplemental Schedules
<PAGE>
Littelfuse, Inc. 401(k) Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
Current
Identity of Issuer Shares Description Cost Value
- ---------------------------------- ------------------------------------------------------------
<S> <C> <C> <C> <C>
*T. Rowe Price 2,340,380 Prime Reserve Fund $ 2,340,381 $ 2,356,140
*T. Rowe Price 124,507 New Income Fund 1,117,019 1,106,870
*T. Rowe Price 177,051 Equity Income Fund 3,123,390 3,990,738
*T. Rowe Price 131,667 Growth Stock Fund 2,816,046 3,447,030
*T. Rowe Price 94,829 New Horizons Fund 1,856,726 2,064,430
*T. Rowe Price 33,243 International Stock Fund 427,291 458,756
- Participant Loans - 301,465
Littelfuse, Inc. 22,290 Common Stock 634,516 1,081,080
----------------------------
$12,315,369 $14,806,509
============================
</TABLE>
*Indicates party in interest to the Plan. 9
<PAGE>
Littelfuse, Inc. 401(k) Savings Plan
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1996
<TABLE>
<CAPTION>
Number of
Identity of Purchases Description Purchase Selling
Party Involved or Sales of Assets Price Price
- ----------------------------------------------------------------------------------------------------------------------
Category (iii) - Series of transactions in excess of 5% of plan assets
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
**T. Rowe Price Prime
Reserve Fund * Mutual money market fund $1,089,701 $ -
**T. Rowe Price Prime
Reserve Fund * Mutual money market fund - 695,058
**T. Rowe Price Equity
Income Fund * Mutual stock fund 946,120 -
**T. Rowe Price Equity
Income Fund * Mutual stock fund - 607,589
**T. Rowe Price
Growth Stock Fund * Mutual stock fund 884,573 -
**T. Rowe Price
Growth Stock Fund * Mutual stock fund - 551,141
**T. Rowe Price New
Horizons Fund * Mutual stock fund 1,011,727 -
**T. Rowe Price New
Horizons Fund * Mutual stock fund - 274,605
**T. Rowe Price New
Income Fund * Debt securities mutual fund 348,611 -
**T. Rowe Price New
Income Fund * Debt securities mutual fund - 365,808
Current
Value of
Asset on Net
Transaction Gain
Cost of Asset Date (Loss)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
**T. Rowe Price Prime
Reserve Fund $1,089,701 $1,089,701 $ -
**T. Rowe Price Prime
Reserve Fund 695,058 695,058 -
**T. Rowe Price Equity
Income Fund 946,120 946,120 -
**T. Rowe Price Equity
Income Fund 486,151 607,589 121,438
**T. Rowe Price
Growth Stock Fund 884,573 884,573 -
**T. Rowe Price
Growth Stock Fund 443,651 551,141 107,490
**T. Rowe Price New
Horizons Fund 1,011,727 1,011,727 -
**T. Rowe Price New
Horizons Fund 230,977 274,605 43,628
**T. Rowe Price New
Income Fund 348,611 348,611 -
**T. Rowe Price New
Income Fund 369,006 365,808 (3,199)
</TABLE>
*Information is not available.
**Indicates party in interest to the Plan.
There were no category (i), (ii), or (iv) reportable transactions for the year
ended December 31, 1996.
10
<PAGE>
Signatures
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
/s/ JON B. ANDERSON
------------------------------------
Name: Jon B. Anderson, behalf of
Littelfuse, Inc. 401(k) Savings Plan
-2-
<PAGE>
EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (No. 333-03260) pertaining to the 401(k) Savings Plan of Littelfuse,
Inc. of our report dated May 23, 1997, with respect to the financial statements
and schedules of the Littelfuse, Inc. 401(k) Savings Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1996.
Ernst & Young LLP
Chicago, Illinois
June 26, 1997
