-2-
-1-
Littelfuse, Inc.
800 East Northwest Highway
Des Plaines, Illinois 60016
Notice of Annual Meeting of Stockholders
April 25, 1997
The annual meeting of the stockholders of
Littelfuse, Inc. (the OCompanyO) will be held at the
offices of the Company located at 800 E. Northwest
Highway, Des Plaines, Illinois, on Friday, April 25,
1997, at 9:00 a.m., local time, for the following
purposes as described in the attached Proxy Statement:
1. To elect a Board of five Directors;
2. To amend the certificate of incorporation
of the Company to increase the number of shares of
Common Stock the Company shall have authority to
issue from 19,000,000 to 34,000,000;
3. To approve and ratify the appointment by
the Board of Directors of the Company of Ernst &
Young LLP as the CompanyOs independent auditors for
the year ending January 3, 1998;
and to transact such other business as properly may come
before the annual meeting or any adjournment thereof.
Stockholders of record of the Company at the close
of business on MarchE10, 1997, will be entitled to vote
at the meeting.
Please complete, sign, date and return your Proxy in
the enclosed envelope.
Mary S. Muchoney
Secretary March 19,
1997
Littelfuse, Inc.
800 East Northwest Highway
Des Plaines, Illinois 60016
Proxy Statement
for
Annual Meeting of Stockholders
To Be Held On
April 25, 1997
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of the Company of proxies for
use at the CompanyOs annual meeting of stockholders to be held on
AprilE25, 1997.
Any stockholder giving a proxy will have the right to revoke it at
any time prior to the time it is voted. A proxy may be revoked by
written notice to the Company, execution of a subsequent proxy or
attendance at the annual meeting and voting in person. Attendance at
the annual meeting will not automatically revoke the proxy. All shares
represented by effective proxies will be voted at the annual meeting or
at any adjournment thereof.
The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, officers and employees of the Company
may solicit proxies by telephone or in person.
The CompanyOs annual report, including financial statements, was
mailed to each stockholder on or about MarchE19, 1997. The financial
statements contained in the CompanyOs annual report are not deemed
material to the exercise of prudent judgment in regard to the matters
to be acted upon at the annual meeting and, therefore, are not
incorporated by reference into this Proxy Statement. This Proxy
Statement and form of proxy were first mailed to stockholders on or
about MarchE19, 1997.
The Board of Directors recommends a vote FOR the election of all
of the nominees for Director named in ProposalE1. In addition, the
Board of Directors recommends a vote FOR the amendment of the
certificate of incorporation to increase the number of authorized
shares of the Company's Common Stock as discussed in Proposal 2 and a
vote FOR the approval and ratification of the appointment of ErnstE&
Young LLP as independent auditors as discussed in ProposalE3.
The Company
The Company was incorporated under the laws of the State of
Delaware on NovemberE25, 1991. The Company is the immediate successor
to the business and assets of a corporation of the same name (OOld
LittelfuseO), which was originally formed in 1927 and subsequently
acquired by Tracor, Inc. (OTracorO) in 1968.
The CompanyOs predecessor, Old Littelfuse, was one of a number of
wholly-owned subsidiaries of Tracor. Tracor and its affiliates,
including Old Littelfuse, filed voluntary petitions for reorganization
under ChapterE11 of the United States Bankruptcy Code with the United
States Bankruptcy Court for the Western District of Texas on
FebruaryE1, 1991. On DecemberE6, 1991, the Bankruptcy Court approved
the reorganization plan for Tracor and certain affiliates and the
reorganization plan for Old Littelfuse (collectively, the OPlansO).
The Plans, which were implemented effective as of December 27, 1991,
resulted in the various businesses of Tracor being split into three
separate and independently managed corporate entities, with the Company
receiving substantially all the business and assets of Old Littelfuse.
The CompanyOs first full fiscal year was 1992.
Voting
Stockholders of record on the books of the Company at the close of
business on MarchE10, 1997, will be entitled to notice of and to vote
at the meeting. A list of the stockholders entitled to vote at the
meeting shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting at the Company's
headquarters located at 800 East Northwest Highway, Des Plaines,
Illinois 60016. The Company had outstanding on MarchE10, 1997,
9,849,129 shares of its common stock, par value $.01 per share (the
OCommon StockO), and warrants to purchase an additional 2,086,225
shares of Common Stock at a current exercise price of $8.36 per share.
Each outstanding share of Common Stock entitles the holder to one vote
on each matter submitted to a vote at the meeting. A warrant to
purchase shares of Common Stock does not entitle the holder to vote at
the meeting.
The shares represented by proxies will be voted as directed in the
proxies. In the absence of specific direction, the shares represented
by proxies will be voted FOR the election of all of the nominees as
Directors of the Company, FOR the amendment of the Company's
certificate of incorporation to increase the number of shares of Common
Stock the Company is authorized to issue and FOR the approval and
ratification of the appointment of Ernst & Young LLP as independent
auditors. In the event any nominee for Director shall be unable to
serve, which is not now contemplated, the shares represented by proxies
may be voted for a substitute nominee. If any matters are to be
presented at the annual meeting other than the matters referred to in
this Proxy Statement, the shares represented by proxies will be voted
in the discretion of the proxy holders.
The CompanyOs Bylaws provide that a majority of all of the shares
of Common Stock entitled to vote, whether present in person or
represented by proxy, shall constitute a quorum for the transaction of
business at the meeting. Votes for and against, abstentions and
Obroker non-votesO will each be counted as present for purposes of
determining the presence of a quorum. To determine whether a specific
proposal has received sufficient votes to be passed, for shares deemed
present, an abstention and a broker non-vote will have the same effect
as a vote OagainstO the proposal. The affirmative vote by the holders
of a majority of shares of Common Stock outstanding will be required
for the approval of the amendment of the Company's certificate of
incorporation to increase the number of authorized shares of Common
Stock. The affirmative vote by the holders of a majority of the shares
present (whether in person or by proxy) at the meeting will be required
for the approval of the ratification of Ernst & Young LLP as
independent auditors. With respect to the election of Directors, the
five nominees who receive the most votes at the meeting will be
elected.
Ownership of Littelfuse, Inc. Common Stock
The following table sets forth certain information with respect to
the beneficial ownership of the Common Stock as of MarchE10, 1997, by
each Director, by each person known by the Company to be the beneficial
owner of more than 5% of the outstanding Common Stock, by each
executive officer named in the Summary Compensation Table and by all of
the Directors and executive officers of the Company as a group.
<TABLE>
Number of Shares of
Common Stock
Beneficially Owned
(1)
Name and Address of Beneficial Owner Shares Percent
<S> <C> <C>
Janus Capital Corporation(2) 1,484,400 14.1%
100 Fillmore Street
Suite 300
Denver, Colorado 80206-4923
The TCW Group, Inc. and its 903,797 9.1%
affiliates(3)
865 South Figueroa Street
18th Floor
Los Angeles, California 90071
Stein Roe & Farnham Incorporated(4) 828,600 8.2%
One South Wacker Drive
Chicago, Illinois 60606
The Capital Group Companies, Inc. 690,400 7.0%
(5)..................................
........
333 South Hope Street
Los Angeles, California 90017
Wellington Management Co. 688,500 6.9%
LLP..................................
................
75 State Street
Boston, Massachusetts 02109
First Chicago NBD Corporation 539,900 5.5%
One First National Plaza
Chicago, Illinois 60670
Howard B. Witt 185,600 1.9%
Anthony Grillo 11,453 *
Bruce A. Karsh(6) 148,141 1.5%
John E. Major 10,253 *
John J. Nevin 24,253 *
James F. Brace 32,500 *
William S. Barron 29,100 *
David J. Krueger 35,040 *
Lloyd J. Turner 32,600 *
All Directors and executive officers as567,990 5.8%
a group (13 persons)
<FN>
____________________
<F1>
(1)The number of shares listed includes 35,480 shares of Common Stock
which may be acquired through the exercise of stock options within
60 days of MarchE10, 1997.
<F2>
(2)Includes 696,650 shares of Common Stock issuable upon the exercise
of warrants that are immediately exercisable.
<3>
(3)TCW Special Credits, Trust Company of the West and TCW Asset
Management Company, affiliates of The TCW Group, Inc., serve as
investment advisers of various third party accounts with power to
vote and direct the disposition of 424,092 shares of Common Stock
and 14,157 shares of Common Stock issuable upon the exercise of
warrants that are immediately exercisable, owned by such third
party accounts. TCW Asset Management Company, a subsidiary of The
TCW Group, Inc., is the managing general partner of TCW Special
Credits. The TCW Group, Inc. may be deemed to be a beneficial
owner of such shares for purposes of the reporting requirements of
the Securities Exchange Act of 1934 (the OExchange ActO); however,
The TCW Group, Inc. and its affiliates expressly disclaim
beneficial ownership of these shares. In addition, TCW Asset
Management Company is the direct holder of 398,146 shares of Common
Stock and 19,433 shares of Common Stock issuable upon the exercise
of warrants that are immediately exercisable. Robert Day, an
individual who may be deemed to control The TCW Group, Inc., and
therefore may be deemed to control the shares held by The TCW
Group, Inc. and its affiliates, also may be deemed to control
Oakmont corporation and Cypress International Partners Limited, two
entities which are not subsidiaries of The TCW Group, Inc. which
serve as investment advisers of various third party accounts with
power to vote and direct the disposition of 46,602 shares of Common
Stock and 1,367 shares of Common Stock issuable upon the exercise
of warrants that are immediately exercisable. Mr. Day may be
deemed to be a beneficial owner of such shares for purposes of the
reporting requirements of the Exchange Act; however, Mr. Day
expressly disclaims beneficial ownership of these shares.
<4>
(4)Includes 525,000 shares of Common Stock and 303,600 shares of
Common Stock issuable upon the exercise of warrants that are
immediately exercisable. Of the 828,600 shares listed, Stein Roe
Special Fund possesses sole power to vote 525,000 shares and the
right to acquire 273,600 shares of Common Stock issuable upon the
exercise of warrants that are immediately exercisable. Stein Roe
Special Fund is a portfolio series of Stein Roe Investment Trust, a
Massachusetts business trust, which is a registered open-end
investment company of which Stein Roe & Farnham Incorporated is
investment advisor.
<F5>
(5)The Capital Group Companies, Inc. is the parent holding company of
a group of investment management companies. The investment
management companies provide investment advisory advice and
management services for their respective clients which include
registered investment companies and institutional accounts. The
shares reported herein are owned by accounts under the
discretionary investment management of one or more of the
investment management companies owned by The Capital Group
Companies, Inc. The Capital Group Companies, Inc., does not have
investment power or voting power over any of the securities
reported herein; however, The Capital Group Companies, Inc., may be
deemed to "beneficially own" such securities by virtue of Rule 13d-
3 under the Securities Exchange Act of 1934.
<F6>
(6)Excludes 382,888 shares of Common Stock and 10,958 shares of Common
Stock issuable upon the exercise of warrants that are immediately
exercisable that are deemed to be owned by TCW Special Credits, a
general partnership of which Mr.EKarsh is a general partner and TCW
Asset Management Company is Managing General Partner. Mr.EKarsh
expressly disclaims beneficial ownership of such shares. Such
shares are included in the 424,092 shares of Common Stock and
14,157 shares of Common Stock issuable upon the exercise of
warrants referred to in the first sentence of footnote 3 above.
Also excludes 39,242 shares of Common Stock and 3,047 shares of
Common Stock issuable upon the exercise of warrants that are
immediately exercisable that are held in a third party separate
account for which Oaktree Capital Management, LLC (OOaktreeO)
serves as investment adviser. Mr.EKarsh is President and a
Principal of Oaktree. Mr.EKarsh expressly disclaims beneficial
ownership of such shares. Includes 7,000 shares of Common Stock
held in an IRA and in trust for Mr.EKarshOs children.
* Indicates ownership of less than 1% of Common Stock.
</FN>
</TABLE>
SectionE16(a) of the Exchange Act requires the CompanyOs executive
officers, Directors and holders of more than 10% of the Common Stock to
file with the Securities and Exchange Commission (the OCommissionO)
initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. The Company
believes that during the fiscal year ended DecemberE28, 1996, its
executive officers, Directors and holders of more than 10% of the
Common Stock complied with all SectionE16(a) filing requirements. In
making these statements, the Company has relied upon the written
representations of its executive officers and Directors.
Proposal No. 1
Election of Directors
Five Directors are to be elected at the annual meeting to serve
terms of one year or until their respective successors have been
elected. The nominees for Director, all of whom are now serving as
Directors of the Company, are listed below together with certain
biographical information. Except as otherwise indicated, each nominee
for Director has been engaged in his present principal occupation for
at least the past five years.
The Board of Directors recommends that the stockholders vote FOR
the election of all of the nominees listed below as Directors.
Howard B. Witt, age 56, has been a Director of the Company since
November 1991. Mr.EWitt was promoted to President and Chief Executive
Officer of Old Littelfuse in February 1990 and continues to serve in
these positions with the Company. In May 1993, Mr.EWitt was elected as
the Chairman of the Board of the Company. Prior to his appointment as
President and Chief Executive Officer, Mr.EWitt served in several other
key management positions with Old Littelfuse, including Operations
Manager from March 1979 to January 1986, Vice President-Manufacturing
Operations from January 1986 to January 1988, and Executive Vice
President with full operating responsibilities for all U.S. activities
from January 1988 to February 1990. Prior to joining Littelfuse,
Mr.EWitt was a division president of Keene Corporation from 1974 to
1979. Mr.EWitt currently serves as a member of the Board of Directors
of Franklin Electric Co., Inc. and is a member of the Electronic
Industries Association Board of Governors. He is also a director of
the Artesian Mutual Fund.
Anthony Grillo, age 41, has been a Director of the Company since
December 1991. He is a member of the Audit Committee. Mr.EGrillo is a
Senior Managing Director of The Blackstone Group L.P., an investment
banking firm. Since joining the Blackstone Group in 1991, Mr.EGrillo
has been responsible for generating and overseeing advisory engagements
and investment opportunities with troubled companies within its
Restructuring and Reorganization Group. From November 1989 through May
1991, he was a Managing Director with the corporate finance division,
Restructuring and Reorganization Group of Chemical Bank. From March
1988 through November 1989, Mr.EGrillo was a Senior Vice President of
American Securities Corporation, a privately held investment bank. For
eight years prior, Mr.EGrillo had concentrated his efforts working with
distressed companies as a financial advisor for AMA Management
Corporation, a private fund; and as Vice President for Manufacturers
Hanover Trust Company. Mr.EGrillo currently serves as a member of the
Board of Directors of Tracor, Inc., General Aquatics, Inc., Joule,
Inc., PeopleOs Choice TV Corp., Bar Technologies, Inc. as well as on
the boards of several privately held companies.
BruceEA. Karsh, age 41, has been a Director of the Company since
December 1991. He is a member of the Compensation Committee and the
Stock Option Committee. Mr.EKarsh currently serves as President of
Oaktree Capital Management, LLC, an investment advisory firm which he
co-founded in 1995. Prior to that, Mr.EKarsh established the TCW
Special Credits group of funds at The TCW Group, Inc. and had primary
portfolio management responsibility for their operation. Mr.EKarsh
resigned from TCW in 1995. Before joining TCW in 1987, he previously
worked as Assistant to the Chairman of Sun Life Insurance Company and
of SunAmerica Inc., its parent. Mr.EKarsh currently serves as a member
of the Board of Directors of Furniture Brands International and
Triangle Pacific Corp.
John E. Major, age 51, has been a Director of the Company since
December 1991. He is a member of the Compensation Committee and the
Stock Option Committee. Mr.EMajor has been Senior Vice President and
Assistant Chief of Staff for Motorola, Inc. since August 1994. His
responsibilities include MotorolaOs product, software and manufacturing
research. Prior to that, beginning in February 1987, he was the Senior
Vice President and General Manager for the Worldwide Systems Group of
the Land Mobile Products Sector also with Motorola. Mr.EMajor joined
Motorola in 1977 and served in several key management positions before
the current and previous positions described above. Mr.EMajor serves
on the Board of Governors for the Telecommunications Industry
Association and the Electronics Industry Association. He is a member
of the Computer Science and Telecommunications Board of the National
Academy of Science.
John J. Nevin, age 70, has been a Director of the Company since
December 1991. He is a member of the Audit Committee. Mr.ENevin was
Chairman of the Board of Bridgestone/Firestone, Inc. from May 1, 1988,
to December 31, 1989. Mr.ENevin joined The Firestone Tire & Rubber
Company (predecessor of Bridgestone/Firestone, Inc.) on December 1,
1979, as President and Chief Operating Officer and was elected to its
Board of Directors on February 9, 1980. He was named Chief Executive
Officer on September 1, 1980, and was elected Chairman of the Board on
February 2, 1981. Prior to joining The Firestone Tire & Rubber
Company, Mr.ENevin held senior management positions with several major
industrial corporations, including Chairman of the Board and Chief
Executive Officer of Zenith Radio Corporation and Vice President of
Marketing for Ford Motor Company. Mr.ENevin is a Director of Kerr-
McGee Corporation and a life trustee of Northwestern University.
Additional Information Concerning Board of Directors
Compensation of Directors. Directors who are not employees of the
Company are currently being paid an annual DirectorOs fee of $18,000
and $800 for each Board meeting attended plus reimbursement of
reasonable expenses relating to attendance at meetings. No such fees
are paid to Directors who are also full-time employees of the Company.
Under the Littelfuse Deferred Compensation Plan for Non-employee
Directors, a Director, at his election, may defer receipt of his
DirectorOs fees. Such deferred fees are used to purchase shares of the
Common Stock and such shares and any distributions thereon are
deposited with a third party trustee for the benefit of the Director
until the Director attains the age of 72 or ceases to be a Director of
the Company. All non-employee Directors have elected to be compensated
in Common Stock.
The 1993 Stock Plan for Employees and Directors of Littelfuse,
Inc. provides for the annual granting to each non-employee Director of
non-qualified stock options to purchase 2,200 shares of the Common
Stock. In 1996, each non-employee Director was granted an option to
purchase 2,200 shares of the Common Stock.
Audit Committee. The Audit Committee consists of two Directors.
It is the responsibility of the Audit Committee to (i)Erecommend each
year to the Board of Directors independent auditors to audit the
financial statements of the Company and its consolidated subsidiaries,
(ii)Ereview the scope of the audit plan, (iii)Ediscuss with the
auditors the results of the CompanyOs annual audit and any related
matters, and (iv)Ereview transactions posing a potential conflict of
interest among the Company and its Directors, officers and affiliates.
The Audit Committee met two times in 1996. Members of the Audit
Committee are Anthony Grillo and John J. Nevin.
Compensation Committee. The Compensation Committee consists of
two Directors. It is the responsibility of the Compensation Committee
to make recommendations to the Board of Directors with respect to
compensation and benefit programs, other than the stock-based plans,
for Directors, officers and employees of the Company and its
subsidiaries. The Compensation Committee met four times in 1996.
Members of the Compensation Committee are Bruce A. Karsh and John E.
Major. Howard B. Witt resigned from the Compensation Committee on
December 3, 1996.
Stock Option Committee. The Stock Option Committee consists of
two Directors. It is the responsibility of the Stock Option Committee
to administer the Stock Plan for the Employees and Directors of
Littelfuse, Inc. and the 1993 Stock Plan for Employees and Directors of
Littelfuse, Inc. The Stock Option Committee met three times in 1996.
Members of the Stock Option Committee are BruceEA. Karsh and John E.
Major.
Attendance at Meetings. The Board of Directors held five meetings
during 1996. All of the Directors attended at least 75% of the
meetings of the Board of Directors and the committees on which they
served.
Proposal No. 2
Amendment of the Certificate of Incorporation of the Company to
Increase the Number of Authorized Shares of Common Stock
The Company proposes to amend Section 1 of ArticleEIV of its
certificate of incorporation to increase the number of its authorized
shares of Common Stock from 19,000,000 to 34,000,000 (the "Amendment").
If the Amendment is approved by the stockholders, the Company will
have the authority to issue 35,000,000 shares of capital stock, of
which 34,000,000 will be designated Common Stock, par value $.01 per
share, and 1,000,000 will be designated Preferred Stock, par value $.01
per share (the OPreferred StockO).
As of March 10, 1997, the Company had 9,849,129 shares of Common
Stock issued and outstanding and no shares of Preferred Stock issued
and outstanding (although 200,000 shares of Preferred Stock have been
reserved for issuance as Series A Preferred Stock pursuant to the
CompanyOs Rights Plan).
The Board of Directors of the Company has determined that it is in
the best interests of the Company to have additional shares of Common
Stock authorized and available for issuance as the need arises for
possible future financing transactions, acquisitions, asset purchases,
stock dividends or splits, issuances under employee benefit plans and
for other general corporate purposes. Such shares will be issuable by
the Company generally without further authorization by the stockholders
on such terms as the Board of Directors may lawfully determine. The
issuance of additional shares of Common Stock (other than on a pro rata
basis among holders of Common Stock) would dilute the present voting
power of the holders of Common Stock. Stockholders presently do not
have preemptive rights. Although it is not intended to be an anti-
takeover measure, the increase in authorized shares of Common Stock
combined with a subsequent issuance of such shares could impede a
potential takeover by, among other things, (1)Ediluting the stock
ownership of persons attempting to gain control of the Company and
(2)Eissuing securities to individuals or entities favorable to
management. The par value, designations, preferences, relative rights,
limitations, or restrictions of the Common Stock and Preferred Stock of
the Company will remain unchanged.
At the date of this Proxy Statement, the Company does not have any
definite plans to issue any additional shares of Common Stock.
Although the Board of Directors has from time to time considered
effecting a stock split of the Common Stock, and may do so at its
annual meeting on AprilE25, 1997, there are no assurances that the
Board of Directors will approve a stock split or, if approved, on what
basis such stock split would be effected.
The Board of Directors recommends that the stockholders vote FOR
the following resolution which will be presented at the meeting:
Resolved: That Section 1 of Article IV of the certificate of
incorporation of Littelfuse, Inc. be amended in its entirety to read as
follows:
Section 1. The aggregate number of shares of
capital stock which the Corporation shall have
authority to issue is Thirty-five Million
(35,000,000) shares, of which Thirty-four Million
(34,000,000) shares shall be designated Common
Stock, par value $.01 per share (OCommon StockO),
and One Million (1,000,000) shares shall be
designated Preferred Stock, par value $.01 per
share (OPreferred StockO). The shares designated
as Common Stock shall have identical rights and
privileges in every respect.
Proposal No. 3
Approval and Ratification of
Appointment of Independent Auditors
Subject to approval of the stockholders, the Board of Directors
has appointed Ernst & Young LLP, certified public accountants, as
independent auditors to examine the annual consolidated financial
statements of the Company and its subsidiary companies for the fiscal
year ending January 3, 1998. The stockholders will be asked at the
meeting to approve and ratify such appointment. A representative of
Ernst & Young LLP will be present at the meeting to make a statement,
if such representative so desires, and to respond to stockholdersO
questions.
The Board of Directors recommends that the stockholders vote FOR
the following resolution which will be presented at the meeting:
Resolved: That the appointment by the Board of Directors of the
Company of Ernst & Young LLP as the CompanyOs independent auditors for
the year ending January 3, 1998, be approved and ratified.
Compensation of Executive Officers
The following table discloses compensation received by the Chief
Executive Officer and each of the other four most highly compensated
executive officers of the Company (the Onamed executive officersO) for
the last three (3) fiscal years.
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term
Compensation
Awards
Annual Securities All Other
Compensation Underlying
Name and Principal Year Salary($) Bonus($) Options/SARs Compensation
Position (1) (2) (#) ($)(3)
<S> <C> <C> <C> <C> <C>
Howard B. Witt 1996 310,000 147,731 22,000 62,114
Chairman of the 1995 310,000 132,271 22,000 26,747
Board, President and 1994 275,000 189,094 20,000 4,810
Chief Executive Officer
James F. Brace 1996 154,000 60,851 6,000 4,890
Vice President, Treasurer 1995 148,000 46,284 6,000 3,675
Chief Financial Officer 1994 137,000 68,389 4,000 1,061
William S. Barron 1996 141,000 45,470 5,000 4,811
Vice President 1995 136,500 44,755 5,000 2,494
1994 126,000 64,126 4,000 2,226
David J. Krueger 1996 141,000 45,931 5,000 17,321
Vice President 1995 136,500 45,090 5,000 9,628
1994 126,000 64,284 4,000 3,307
Lloyd J. Turner 1996 124,000 44,628 5,000 4,823
Vice President 1995 119,500 39,763 5,000 2,022
1994 110,500 55,914 4,000 1,373
<FN>
___________________
<F1>
(1)Mr. WittOs salary increases have historically become
effective on JanuaryE1 of each year. The salary
increases of Mr. Brace, Mr. Barron, Mr. Krueger and
Mr. Turner have historically become effective on
JulyE1 of each year. As discussed subsequently in
the Section entitled OSalaries,O the salaries of Mr.
Witt, Mr. Brace, Mr. Barron, Mr. Krueger and Mr.
Turner were not increased in 1996 pursuant to Mr.
WittOs recommendation to the Compensation Committee.
The increases shown for Mr. Brace, Mr. Barron,
Mr.EKrueger and Mr. Turner for 1996 reflect their
salary increases which became effective for them on
JulyE1, 1995, and which extended into the first six
months of 1996.
<F2>
(2)The amounts disclosed in this column are awards under
the CompanyOs Annual Incentive Compensation Program.
<fe>
(3)The amounts disclosed in this column represent the
compensation value to the named executive officers of
life insurance premiums paid by the Company for life
insurance policies on the lives of Mr.EWitt,
Mr.EBrace, Mr.EBarron, Mr.EKrueger and Mr.ETurner.
For 1995 and 1996 only, the amounts also include the
amount representing total imputed interest from
interest-free loans obtained by the individuals from
the Company pursuant to the Littelfuse Executive Loan
Program in fiscal 1995 and 1996. Total imputed
interest for each of Mr.EWitt, Mr.EBrace, Mr.EBarron,
Mr.EKrueger and Mr.ETurner was $18,758, $1,225, $84,
$6,304 and $92, respectively, in fiscal 1995, and
$54,104, $2,171, $2,317, $13,074 and $2,623,
respectively, in fiscal 1996.
</FN>
</TABLE>
Option/SAR Grants in Last Fiscal Year
The following table provides information on option
grants in fiscal 1996 to the named executive officers.
<TABLE>
Potential
Realizable
Value at Assumed
Annual Rates of
Individual Grants Stock Price Price
Appreciation for
Option Term(1)
<S> <C> <C> <C> <C> <C> <C>
Percentage
Number of of Total
Securities Options/SARs Exercise
Name Underlying Granted to Price Expiration 5%($) 10%($)
Options/SARs Employees ($/Share) Date(3)
Granted(#) in Fiscal
Year(2)
Howard B. Witt 22,000 17.23% 38.00 4/26/2007 901,977 2,656,174 ,656,17
James F. Brace 6,000 4.70% 38.00 4/26/2007 245,993 724,411
William S. Barron 5,000 3.92% 38.00 4/26/2007 204,994 603,675
David J. Krueger 5,000 3.92% 38.00 4/26/2007 204,994 603,675
Lloyd J. Turner 5,000 3.92% 38.00 4/26/2007 204,994 603,675
<FN>
____________________
<F1>
(1)Potential realizable value is based on an assumption
that the stock price of the Common Stock appreciates
at the annual rate shown (compounded annually) from
the date of grant until the end of the option term.
These numbers are calculated based on the
requirements of the Securities and Exchange
Commission and do not reflect the CompanyOs estimate
of future stock price performance.
<F2>
(2)The Company granted options representing 123,200
shares to employees in fiscal 1996.
<F3>
(3)The options become exercisable in 20% increments on
April 25, 1997-2001. The options expire 10 years
after the date they become exercisable. The
expiration date shown is the expiration date of the
options which will become exercisable on April 25,
1997.
</FN>
</TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Values
The following table provides information on option
exercises in fiscal 1996 by the named executive officers
and the value of such officersO unexercised options at
DecemberE28, 1996.
<TABLE>
Shares Number of
Acquir Securities Value of
ed on Value Underlying Unexercised
Exerci Realize Unexercised In-the-Money
se d Options/SARs at Options/SARs at
December 28, December 28,
1996(#)(1) 1996($)(2)
Name (#) ($)(3) Exercisa Unexercis Exercisable Unexercisable
ble able
<S> <C> <C> <C> <C> <C> <C>
Howard B. 27,000 823,500 70,800 89,600 1,516,320 1,078,630
Witt
James F. 8,000 234,761 10,800 20,200 198,779 196,481
Brace
William S. 2,000 78,750 11,100 18,400 211,891 195,681
Barron
David J. -0- -0- 9,600 18,400 183,329 195,681
Krueger
Lloyd J. -0- -0- 17,800 18,400 376,966 195,681
Turner
<FN>
____________________
<F1>
(1)Future exercisability is subject to vesting and the
optionee remaining employed by the Company.
<F2>
(2)Value is calculated by subtracting the exercise price
from the assumed fair market value of the securities
underlying the option at fiscal year-end and
multiplying the result by the number of in-the-money
options held. There is no guarantee that if and when
these options are exercised they will have this
value. Fair market value was calculated based on the
average high and low OsalesO price of shares of the
Common Stock as reported on the NASDAQ National
Market System on DecemberE28, 1996 ($48.50).
<F3>
(3)Market value of underlying securities at exercise
date (closing price as reported on the NASDAQ
National Market System on exercise date), minus the
exercise price of in-the-money options.
</FN>
</TABLE>
Employment Agreement and Change of Control Employment
Agreements entered into by the Company in 1996
The Company entered into an Employment Agreement
dated September 1, 1996, with Howard B. Witt, the
Chairman, President and Chief Executive Officer of the
Company. This Employment Agreement has a five-year term
and provides that Mr. Witt will receive an annual salary
of no less than $310,000 plus bonuses to be determined
from time to time by the Board of Directors of the
Company. To the extent he is otherwise eligible, Mr.
Witt will participate in and receive the benefits of any
and all stock options, pension, retirement, vacation,
profit sharing, health, disability insurance and other
benefits, plans, programs and policies maintained by the
Company from time to time. The Employment Agreement
provides that during the term of the Employment
Agreement, but subject to election and removal by the
Board of Directors of the Company in its sole discretion,
Mr. Witt shall serve as Chairman, President and Chief
Executive Officer of the Company.
The Employment Agreement provides for termination of
Mr. Witt for Cause (as defined therein). In the event
that the Company were to terminate Mr. WittOs employment
without Cause, he would continue to be paid the
compensation he would otherwise have earned for the
remaining balance of the term of the Employment
Agreement. Additionally, any of his unvested stock
options would immediately vest upon such a termination of
his employment. Mr. Witt has agreed that, in the event
he were to terminate his employment with the Company in
violation of the terms of the Employment Agreement or the
Company terminates his employment for Cause, he will not
compete with the Company for a period of two years
thereafter. If the Employment Agreement expires and is
not renewed after its initial five-year term, Mr. Witt
has agreed that he will not compete with the Company for
a period of one year thereafter.
The Company entered into Change of Control
Employment Agreements dated September 1, 1996, with
Howard B. Witt, William S. Barron, James F. Brace, David
J. Krueger, Lloyd J. Turner, Kenneth R. Audino and Jon B.
Anderson. These Change of Control Employment Agreements
are designed to provide these individuals with certain
employment and compensation protection in the event that
there were a Change of Control (as defined therein)
respecting the Company at any time during the five-year
period commencing September 1, 1996. If such a Change of
Control were to occur and Mr. WittOs employment with the
Company was terminated at any time during the three-year
period thereafter, or any of the other individualOs
employment with the Company was terminated at any time
during the two-year period thereafter, other than for
Cause (as defined therein), or if during these time
periods any of these individuals were to terminate their
employment for Good Reason (as defined therein), then the
Company would be obligated to make certain payments to or
for the benefit of these individuals.
In the case of Mr. Witt, the Company would pay him
his compensation which had accrued prior to the date of
termination, including an annualized bonus, plus an
amount equal to the product of three times the sum of Mr.
WittOs annual base salary plus bonus. Additionally, the
Company would contribute on behalf of Mr. Witt to the
CompanyOs Supplemental Executive Retirement Plan (the
OSERPO) an amount equal to the amount which would have
been credited to Mr. WittOs account under the SERP if Mr.
Witt had continued in the employment of the Company for
an additional three years after the date of termination.
Additionally, Mr. WittOs SERP account balance would no
longer be subject to forfeiture in the event he were to
be employed by a competitor of the Company. Mr. Witt and
his family would also be provided with medical insurance
benefits until he reaches the age of 62.
In the event that any payments received by Mr. Witt
upon a Change of Control would require him to pay the 20%
excise tax imposed by Section 4999 of the Internal
Revenue Code, the Company would make an additional
payment to Mr. Witt in an amount such that, after payment
by Mr. Witt of such excise tax, Mr. Witt would retain the
same amount of the payments made by the Company to him
which he would have retained if he had not paid the
excise tax.
With respect to the other individuals, under their
Change of Control Employment Agreements they will be paid
their accrued compensation and annualized bonus, and will
receive an amount equal to two times the sum of their
annual salary plus bonus, two additional years of
crediting under the SERP and two years of continuing
medical insurance benefits. They will also receive the
tax Ogross-upO payment described above. Additionally, if
any individual were to terminate his employment with the
Company for Good Reason (as defined in the Change of
Control Employment Agreement) or be terminated by the
Company other than for Cause (as defined in the Change of
Control Employment Agreement) during the two-year period
following a Change of Control, the individualOs account
balance under the SERP would not be subject to forfeiture
in the event he were to work for a competitor of the
Company within two years after his date of termination.
Reports of the Compensation Committee and Stock Option
Committee on Executive Compensation
The Compensation Committee administers the CompanyOs
executive cash compensation program while the Stock
Option Committee administers the CompanyOs stock-based
compensation program. The discussion of the Compensation
CommitteeOs determination of the base salary of each
executive officer, including Mr.EWitt, and the
determination of the total award paid to each executive
officer, including Mr.EWitt, under the Annual Incentive
Compensation Program constitutes the report of the
Compensation Committee. The discussion of the granting
of stock options to each executive officer, including
Mr.EWitt, constitutes the report of the Stock Option
Committee. Mr.EWitt, the Chairman of the Board,
President and Chief Executive Officer of the Company (the
OChief Executive OfficerO), was a member of the
Compensation Committee during part of 1996, but did not
participate in decisions relating to his compensation.
Mr. Witt resigned as a member of the Compensation
Committee on December 3, 1996. Mr.EWitt also did not
participate in the selection of the outside compensation
consultant whose executive compensation review is
discussed below. Mr.EWitt is not a member of the Stock
Option Committee.
The goals of the CompanyOs integrated executive
compensation program are to:
1. Pay competitively to attract, retain and
motivate a high-quality senior management team;
2. Link annual salary increases to the
attainment by each executive officer of individual
performance objectives;
3. Tie individual incentive cash compensation
to Company and individual performance goals; and
4. Align executive officersO financial
interests with stockholder value.
As one of the factors in its consideration of
compensation matters, the Compensation Committee and the
Stock Option Committee also consider the anticipated tax
treatment to the Company and to the executive officers of
various payments and benefits. However, since some types
of compensation payments and their deductibility depend
upon the timing of an executive officerOs exercise of
stock optionOs (e.g., the spread on exercise of non-
qualified options), and because interpretations and
changes in the tax laws and other factors beyond the
control of the committees may also affect the
deductibility of compensation, the Compensation Committee
and the Stock Option Committee will not necessarily limit
executive compensation to that which is deductible under
applicable provisions of the Internal Revenue Code. The
Compensation Committee and the Stock Option Committee
will consider various alternatives to preserving the
deductibility of compensation payments and benefits to
the extent reasonably practicable and to the extent
consistent with the CompanyOs other compensation goals.
Salaries
The Compensation CommitteeOs determination of each
executive officerOs base salary is designed to accomplish
two goals. The first goal is to pay executive officers
competitively to attract, retain and motivate a high-
quality senior management team. The second goal is to
link annual salary increases to the attainment by each
executive officer of individual performance objectives.
The base salary of each executive officer is targeted to
be within a range of 80% to 120% of the average base
salary received by executive officers in similar
positions with manufacturing companies having annual
sales between $100 million and $250 million.
In determining the base salary to be paid to each
executive officer other than the Chief Executive Officer
(the OOther Executive OfficersO), the Compensation
Committee reviews recommendations prepared by the Chief
Executive Officer. These recommendations are based, in
part, on the executive compensation guidelines prepared
by an outside compensation consultant previously selected
by the outside Director members of the Compensation
Committee as part of an executive compensation review.
This review included a survey of the base salaries
received by executive officers in similar positions in
manufacturing companies having annual sales between $100
million and $250 million and in manufacturing companies
which the outside consultant and management determined to
be the CompanyOs competitors. These recommendations are
also based on the executive officerOs attainment of
individual performance objectives. After consultation
with the Chief Executive Officer, the Compensation
Committee reviews the recommendations and the supporting
executive compensation review. The Compensation
Committee then determines the annual base salary of each
of the Other Executive Officers. The determination of
the Chief Executive OfficerOs annual base salary is
specifically discussed below.
Mr. Witt recommended to the Compensation Committee
that his salary be maintained in 1996 at the 1995 level
and that the salaries of the Other Executive Officers not
be increased beyond their second half 1995 levels due to
Mr. WittOs concern that 1996 was going to be a more
difficult business year based on indications of global
weakness in the overall electronics market. Therefore,
the Compensation Committee did not increase the salaries
of Mr. Witt and the Other Executive Officers in 1996.
Annual Incentive Compensation Program
The Annual Incentive Compensation Program is
designed to accomplish the goal of tying incentive cash
compensation to Company and individual performance goals.
The Compensation Committee annually approves the Annual
Incentive Compensation Program and, after consultation
with the Chief Executive Officer, delegates the
administration of the program as it relates to the Other
Executive Officers to the Chief Executive Officer. The
Compensation Committee administers the program as it
relates to the Chief Executive Officer.
The Chief Executive Officer establishes a target and
a maximum amount that may be awarded to each of the Other
Executive Officers as an annual incentive compensation
award. The target and maximum amounts established for
each of the Other Executive Officers are percentages of
such executive officerOs base salary. These amounts are
established by the Chief Executive Officer based on the
executive compensation guidelines prepared by the outside
compensation consultant. In determining each of the
Other Executive OfficersO total award, Company
performance is determined based on the achievement by the
Company of specified levels of sales, earnings before
interest, taxes and amortization (OEBITAO) and cash flow
while individual performance is determined based on each
of the Other Executive OfficersO achievement of specified
performance objectives. In determining each of the Other
Executive OfficersO target amount, the specified levels
of sales, EBITA and cash flow which determine Company
performance are the budgeted amounts for the coming
fiscal year. In determining each of the Other Executive
OfficersO total award, the measures of Company
performance are weighted to reflect the executive
officerOs responsibilities while individual performance
is weighted equally for all executive officers.
Prior to the beginning of each fiscal year, the
Chief Executive Officer and JamesEF. Brace, the Chief
Financial Officer of the Company (the OChief Financial
OfficerO): (1) establish the target and maximum amount of
each of the Other Executive OfficersO total award;
(2)Edetermine Company performance goals by specifying the
levels of achievement for sales, EBITA and cash flow; (3)
after individual input, determine individual performance
goals by specifying each of the Other Executive OfficersO
performance objectives; and (4) assign the relative
weight to each component of Company performance and to
individual performance. At the end of each fiscal year,
the amount of the total award paid to each of the Other
Executive Officers is determined based on Company and
individual performance using the mathematical formula
previously established by the Chief Executive Officer and
the Chief Financial Officer under the program. The
determination of whether each of the Other Executive
Officers achieved his or her specified performance
objectives is made by the Chief Executive Officer after
consulting with the Compensation Committee. The
Compensation Committee, in administering the Annual
Incentive Compensation Program as it relates to the Chief
Executive Officer, makes all of the determinations
described above with respect to the Chief Executive
Officer. In 1996, the Compensation Committee determined
that the mathematical formula established under the
Annual Incentive Compensation Program would indicate
bonuses that were too low in comparison with the
performance of the Company and the performance of the
executive officers and, therefore, increased the amount
of each of the bonuses by twenty percent.
Stock Options
The granting of stock options by the Stock Option
Committee is designed to accomplish the goal of aligning
the financial interests of executive officers with
stockholder value. The number of stock options granted
to executive officers is determined by the executive
officerOs position and responsibilities. Grants of stock
options are intended to recognize different levels of
contribution to the achievement by the Company of its
performance goals as well as different levels of
responsibility and experience as indicated by each
executive officerOs position. Generally, all stock
options granted to executive officers have been granted
with an exercise price equal to the fair market value of
the Common Stock on the date of grant.
Following the completion of the reorganization, the
Stock Option Committee approved a one-time grant of a
significant number of stock options to each executive
officer in January 1992. In approving these grants, the
Stock Option Committee noted that the use of one-time
grants of a significant number of stock options to
executive officers of companies emerging from
reorganization is common and that the executive officers
would receive no value from the grants unless the Common
Stock increased in value. The Stock Option Committee
determined that this one-time grant of a significant
number of stock options would clearly align executive
officersO financial interests with stockholder value and
provide the senior management team with additional
incentive to maximize stockholder value as the Company
emerged from the reorganization. Accordingly, the Stock
Option Committee determined that the 1992 one-time grants
were appropriate and in the best interests of the Company
and its stockholders.
The Stock Option Committee granted significantly
less stock options to executive officers in the years
following 1992 and believes that the number of stock
options granted in future years should generally remain
consistent from year to year because the value produced
to the executive officer only occurs when the Common
Stock increases in value after the date of grant. This
closely links a significant portion of executive officer
compensation to benefits produced for all stockholders.
Compensation of the Chief Executive Officer
At the recommendation of Mr.EWitt made prior to
fiscal 1996, the Compensation Committee did not authorize
an increase in the base salaries for fiscal 1996 for Mr.
Witt and did not increase the salaries of the Other
Executive Officers beyond their 1995 levels.
Mr.EWittOs total award under the Annual Incentive
Compensation Program was to be determined based on
Company and individual performance using the mathematical
formula established under the program by the Compensation
Committee prior to the beginning of the 1996 fiscal year.
The Compensation Committee determined that Company
performance, in Mr.EWittOs case, should be determined by
assigning equal weight to sales, EBITA and cash flow.
The Compensation Committee also determined that Mr.EWitt
had achieved his specified performance objectives in
1996. As noted previously, however, the Compensation
Committee thought that this mathematical formula did not
indicate sufficient bonuses for the Company's executive
officers, including Mr. Witt, based upon the performance
of the Company and the performance of the executive
officers during fiscal 1996. Accordingly, the
Compensation Committee authorized a twenty percent
increase in the bonuses for each of the executive
officers, including Mr. Witt. The Compensation Committee
was also influenced by the fact that Mr. Witt and the
other executive officers of the Company had, pursuant to
Mr. WittOs recommendation, maintained their 1996 salaries
at 1995 levels.
The Stock Option Committee in 1996 granted Mr.EWitt
options to purchase 22,000 shares of Common Stock. The
number of stock options granted to Mr.EWitt reflects the
Stock Option CommitteeOs recognition of the critical role
of the Chief Executive Officer in the CompanyOs
continuing emergence from the reorganization.
Compensation Stock Option
Committee Committee
Bruce A. Karsh Bruce A. Karsh
John E. Major John E. Major
Notwithstanding anything to the contrary set forth
in any of the CompanyOs previous filings under the
Securities Act of 1933 or the Exchange Act that might
incorporate future filings, including this Proxy
Statement, in whole or in part, the preceding reports and
the Performance Graph included in OCompany PerformanceO
shall not be incorporated by reference into any such
filings.
Company Performance
The following graph compares the five-year
cumulative total return on the Common Stock to the five-
year cumulative total returns on the NASDAQ Non-Financial
Index and the S&P MidCap 400 Index.
The Company does not include a peer group because it
does not believe it can construct a peer group of
companies that it competes with because most of such
entities are either privately-held or comprise a division
of a much larger entity. As a result, the Company has
determined that a group of companies with similar market
capitalization is an appropriate peer group and has
selected the S&P MidCap 400 Index for such purpose.
<TABLE>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Littelfuse, $ 100 $ 275 $364 $ 418 $ 525 $693
Inc.
NASDAQ Non- $ 100 $ 109 $126 $ 121 $ 169 $206
Financial
S&P MidCap $ 100 $ 112 $128 $ 123 $ 161 $192
400
</TABLE>
In the case of the NASDAQ Non-Financial Index and
the S&P MidCap 400 Index, a $100 investment made on
DecemberE31, 1991, and reinvestment of all dividends are
assumed. In the case of the Company, a $100 investment
made on DecemberE31, 1991, is assumed (the Company paid
no dividends in 1992, 1993, 1994, 1995 or 1996). Returns
are at December 31 of each year, with the exception of
1996, which is December 28, 1996.
Pension Plan Table
The Company has two non-contributory defined benefit
retirement plans in which the named executive officers
participate. One of these plans is qualified under the
applicable provisions of the Internal Revenue Code (the
OQualified PlanO), and the other is a non-qualified
Supplemental Executive Retirement Plan (OSERPO). The
total annual combined pension benefits payable under the
Qualified Plan and SERP to the named executive officers
are determined on the basis of a final five-year average
annual compensation formula.
The compensation covered by the retirement plans for
each of the named executive officers is the sum of the
amounts reported in the salary and bonus columns of the
Summary Compensation Table. The table shows the total
combined annual pension benefits payable under the
current provisions of both retirement plans assuming
retirement of an employee who has continued employment to
age 62.
<TABLE>
Final Years of Service
Average
Compensatio 10 15 20 25 30 35
n
<S> <C> <C> <C> <C> <C> <C>
$125,000 $61,372 $ 74,914 $74,914 $74,914 $ 74,914 $ 74,914
150,000 74,914 91,164 91,164 91,164 91,164 91,164
175,000 88,456 107,414 107,414 107,414 107,414 107,414
200,000 101,997 123,664 123,664 123,664 123,664 123,664
225,000 115,539 139,914 139,914 139,914 139,914 139,914
250,000 129,081 156,164 156,164 156,164 156,164 156,164
300,000 156,164 188,664 188,664 188,664 188,664 188,664
400,000 210,331 253,664 253,664 253,664 253,664 253,664
500,000 264,497 318,664 318,664 318,664 318,664 318,664
<FN>
____________________
<F1>
(1)Payable in the normal form of payment which is a
single life annuity for a single person (if a person
is married, the form of payment is joint and 50% to
surviving spouse). For 1997, the maximum annual
social security payment at age 62 for a single person
is $12,672. The formula under the SERP is offset for
one-half of the $12,672.
<F2>
(2)Maximum normal retirement benefit is earned after 12
years of service. Under an alternative form,
payments from the SERP can be guaranteed over 10
years.
</FN>
</TABLE>
The years of service (in nearest years) as of
December 31, 1996, for the named executive officers are
as follows: Mr.EWitt, 18 years; Mr.EBrace, 5 years;
Mr.EBarron, 6 years; Mr.EKrueger, 15 years; and
Mr.ETurner, 8 years.
Compensation Committee Interlocks and Insider
Participation
Mr.EWitt, the CompanyOs Chairman of the Board,
President and Chief Executive Officer, was a member of
the Compensation Committee until his resignation on
DecemberE3, 1996. In 1995, the Board of Directors of the
Company adopted the Littelfuse Executive Loan Program to
provide interest-free loans to management for the purpose
of enabling them to exercise their Company stock options
and pay the resulting income taxes. Pursuant to this
Program, Mr.EWitt has obtained interest-free loans from
the Company in the aggregate amount of $995,000. The
amount of the loan obtained by Mr. Witt in 1996 was
$541,964. Imputed interest on such loans for fiscal 1996
was $54,104. Funds obtained from such loans were used by
Mr.EWitt to exercise Company stock options and to pay
income taxes arising from such exercise.
Certain Relationships and Related Transactions
As contemplated by the Plans, the Company leases a
manufacturing facility in Watseka, Illinois from Westmark
Systems, Inc. The expiration date of the lease is
DecemberE27, 1999. Monthly rentals under the lease are
$7,125 for a total aggregate lease payment of $684,000.
The Company has an option to purchase the leased premises
at any time during the lease term for a purchase price
equal to (i)E$171,000 plus (ii)Ethe amount of all of the
remaining and unpaid rentals under the lease. In
addition, the Company repurchased warrants to purchase
665,500 shares of Common Stock from Westmark Systems,
Inc. on AprilE3, 1996. The purchase price for this
transaction was approximately $17 million.
Pursuant to the Plans, the Company and Tracor, Inc.
have entered into a Tax Indebtedness Sharing Agreement
pursuant to which the parties apportion certain tax
liabilities.
As discussed above, in fiscal 1995, the Board of
Directors adopted the Littelfuse Executive Loan Program
to provide interest-free loans to management for the
purpose of enabling them to exercise their Company stock
options and to pay the resulting income taxes. In
addition to Mr.EWittOs loans described above,
Mr.EKrueger, Mr. Barron and Jon B. Anderson, a Vice
President of the Company, have each obtained interest-
free loans from the Company pursuant to the Littelfuse
Executive Loan Program totaling $200,337, $102,592 and
$79,942, respectively, $65,785 of Mr. Anderson's loans
having been made in fiscal 1996, with all of the other
loans having been made in 1995. Imputed interest on such
loans totaled $13,874, $2,318 and $5,152, respectively,
for fiscal 1996. No other executive officer of the
Company has obtained loans in excess of $60,000 pursuant
to the Littelfuse Executive Loan Program. In addition to
Mr. Witt and Mr. Anderson, two other members of
management also obtained interest-free loans pursuant to
the Littelfuse Executive Loan Program during fiscal 1996,
both of which were less than $60,000. Each of the
aforementioned executive officers used such funds to
exercise Company stock options and to pay income taxes
arising form such exercise.
Except as described above, the Company is not a
party to any other material transactions of the type
required to be described herein.
Stockholder Proposals
Any stockholder proposal intended to be presented at
the 1998 annual meeting of the CompanyOs stockholders
must be received at the principal executive offices of
the Company by November 21, 1997, in order to be
considered for inclusion in the CompanyOs proxy materials
relating to that meeting.
Other Matters
As of the date of this Proxy Statement, management
knows of no matters to be brought before the meeting
other than the matters referred to in this Proxy
Statement.
By order of the
Board of
Directors,
Mary S. Muchoney
Secretary
March 19, 1997
PROXY LITTELFUSE, INC.
Proxy Card for Annual Meeting on April 25,
1997
The undersigned hereby appoints James F. Brace and
Mary S. Muchoney, jointly and severally, with full power
of substitution, to vote all shares of Common Stock which
the undersigned is entitled to vote at the Annual Meeting
of Stockholders to be held at the offices of the Company
located at 800 E. Northwest Highway, Des Plaines,
Illinois, on Friday, April 25, 1997, at 9:00 a.m., local
time, and at any adjournment thereof, with all powers the
undersigned would possess if personally present, as
follows:
(1) Election of five nominees to the Board of
Directors to serve terms of one year or until
their successors are elected.
FOR all nominees listed below
WITHHOLD AUTHORITY
(Except as marked to the contrary below)
to vote for all nominees listed below
Howard B. Witt, Anthony Grillo, Bruce A.
Karsh, John E. Major and John J. Nevin
(Instruction: To withhold authority to vote for
any individual nominee, strike a line through
that nominee's name)
(2) To amend the certificate of incorporation of
the Company to increase the number of shares of
Common Stock the Company shall have authority to issue
from 19,000,000 to 34,000,000
FOR AGAINST ABSTAIN
(3) Approval and ratification of the Directors'
appointment of Ernst & Young LLP as the
Company's independent auditors for the year ending
January 8, 1998.
FOR AGAINST ABSTAIN
The Board of Directors unanimously recommends a vote
"FOR" these proposals.
This Proxy is solicited by the Board of
Directors of the Company.
(continued, and to be signed on
the other side)
Account No. of Shares
Proxy No.
This proxy will be voted as directed, or If no
instructions are given, it will be voted "FOR" election
of all nominees as Directors of the Company and "FOR"
amendment of the certificate of incorporation of the
Company and "FOR" approval and ratification of the
appointment of independent auditors and in the discretion
of the named proxies upon such other matters as may
properly come before the Annual Meeting or an adjournment
thereof.
Dated:
, 1997
- ---------------------------------------------------------
(Signature)
- ---------------------------------------------------------
(Signature)
Please sign exactly as name appears on stock
certificate(s). Executors, administrators, trustees,
guardians, attorney-in-fact, etc., should give their full
titles. If signer is a corporation, please give full
corporate name and have a duly authorized officer sign,
stating title. If a partnership, please sign in
partnership name by authorized person. If stock is
registered in two names, both should sign.
Please vote, sign, date and return
this proxy promptly.
