SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
QUARTERLY PERIOD ENDED June 28, 1997 OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
PERIOD FROM _______ TO _________
Commission file number 0-20388
LITTELFUSE, INC.
(Exact name of registrant as specified in its
charter)
Delaware 36-3795742
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
800 East Northwest Highway
Des Plaines, Illinois
60016
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number,
including area code: (847) 824-1188
Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past
90 days. Yes X No
Indicate by check mark whether the registrant has
filed all documents and reports required to be filed by
Sections 12, 13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Yes X
No
As of June 28, 1997, 19,793,000 shares of common
stock, $.01 par value, of the Registrant and warrants to
purchase 3,955,000 shares of common stock, $.01 par
value, of the Registrant were outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
PAGE
Item 1. Consolidated Condensed (unaudited) Statements of
Income, Financial Condition, and
Cash Flows
and Notes to the Consolidated Financial Statements
..................................1
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.............................................7
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders...................................10
Item 6. Exhibits and Reports on Form 8-
K...........................................................
.......12
<TABLE>
Part I - Financial
Information
<CAPTION>
CONSOLIDATED CONDENSED
STATEMENTS OF INCOME
(In thousands, except
per share data)
(unaudited)
For For the
the Six
Three
Months Months
Ended Ended
June June June June
28, 29, 28, 29,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net sales $ $
69,828 60,843 $135,411 $119,921
Cost of sales
41,219 35,996 79,983 70,962
Gross profit
28,609 24,847 55,428 48,959
Selling, administrative
and general
expenses
15,080 13,507 29,570 26,969
Amortization of
intangibles 1,759 1,766 3,506 3,530
Operating income
11,770 9,574 22,352 18,460
Interest expense
921 1,185 1,824 2,164
Other income, net
(90) (105) (365) (362)
Income before income
taxes 10,939 8,494 20,893 16,658
Income taxes
4,043 3,058 7,730 5,997
Net income $ 6,896 $ 5,436 $13,163 $10,661
Net income per share $ 0.29 $ 0.23 $ 0.55 $ 0.44
Weighted average number
of common and common 23,689 23,788 23,748 24,310
equivalent shares
outstanding
</TABLE>
1
<TABLE>
CONSOLIDATED CONDENSED
STATEMENTS OF FINANCIAL CONDITION
(In thousands)
<CAPTION>
June 28, Dec. 28,
1997 1996
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 526 $ 1,427
Accounts receivable 45,758 35,468
Inventories 36,991 31,586
Deferred income taxes 3,100 3,100
Prepaid expenses and other 2,399 2,228
Total current assets 88,774 73,809
Property, plant, and equipment, 68,180 63,889
net
Reorganization value, net 43,148 44,635
Patents and other identifiable 24,414 23,978
intangible assets, net
Prepaid pension cost and other 5,485 3,640
assets
$ 230,001 $209,951
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities:
Accounts payable and accrued $ 36,784 $ 30,264
expenses
Accrued income taxes 11,000 10,775
Current portion of long-term 10,915 10,005
debt
Total current liabilities 58,699 51,044
Long-term debt, less current 50.836 44,556
portion
Deferred income taxes 5,418 5,417
Minority Interest 331 312
Shareholders' equity:
Preferred stock, par value $.01
per share:
1,000,000 shares authorized; no
shares issued
and outstanding _ _
Common stock, par value $.01
per share:
34,000,000 shares authorized;
19,792,872
and 19,775,358 shares issued 198 99
and outstanding
Additional paid-in capital 51,520 55,214
Notes receivable - common stock (1,511) (1,470)
Foreign translation adjustment (2,305) (870)
Retained earnings 66,815 55,649
Total shareholders' equity $ 114,717 $108,622
$ 230,001 $209,951
2
</TABLE>
<TABLE>
CONSOLIDATED CONDENSED
STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<CAPTION>
For For
the the
Three Six
Months Months
Ended Ended
June June June June
28, 29, 28, 29,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Operating activities:
Net income $ 6,896 $ 5,436 $ 13,163 $ 10,661
Adjustments to reconcile
net income to net cash provided
by operating activities:
Depreciation 3,249 3,372 6,580 6,498
Amortization 1,759 1,746 3,506 3,530
Provision for bad
debts 127 117 251 214
Deferred income
taxes 11 22 (53) 22
Minority interest (74) (71) (13) (141)
Changes in operating
assets and liabilities:
Accounts receivable (984) (2,293) (8,797) (8,586)
Inventories (3,257) (302) (5,142) (568)
Accounts payable and
accrued expenses (1,143) 1,162 4,829 1,441
Other, net 317 819 (43) 2,853
Net cash provided by
operating activities 6,901 10,008 14,281 15,924
Cash used in investing
activities:
Purchases of property,
plant, and equipment, net (4,804) (4,336) (7,337) (7,004)
Acquisition of business,
net (5,060) - (5,060) -
(9,864) (4,336) (12,397) (7,004)
Cash used in financing
activities:
Proceeds of long-term
debt, net 5,172 11,987 3,121 13,957
Proceeds from exercise
of stock options 344 126 500 429
Purchase of common stock
and warrants (3,876) (16,731) (6,147) (22,740)
1,640 (4,618) (2,526) (8,354)
Effect of exchange rate
changes on cash (154) 27 (259) 17
Increase/(decrease) in
cash
and cash equivalents (1,477) 1,081 (901) 583
Cash and cash equivalents
at beginning of period 2,003 810 1,427 1,308
Cash and cash equivalents
at end of period $ 526 $1,891 $ 526 $1,891
3
</TABLE>
Notes to Consolidated Condensed Financial Statements
(Unaudited)
June 28, 1997
1. Basis of Presentation
Littelfuse, Inc. and its subsidiaries (the "Company") are
the successors in interest to the components business
previously conducted by subsidiaries of Tracor
Holdings, Inc. ("Predecessor"). The Company acquired its
business as a result of the Predecessor's reorganization
activities concluded on December 27, 1991.
The accompanying unaudited consolidated condensed
financial statements have been prepared in accordance
with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all
of the information and notes required by generally accepted
accounting principles for complete financial statements. In
the opinion of management, all adjustments,
consisting solely of normal recurring items,
considered necessary for a fair presentation have been
included. Operating results for the period ended June 28,
1997 are not necessarily indicative of the results that
may be expected for the fiscal year ending January
3, 1998. For further information, refer to the
Company's consolidated financial statements and the
notes thereto as of December 28, 1996, included in the
Company's Annual Report on Form 10-K.
Beginning in 1996, the Company changed its fiscal year end
to the Saturday nearest December 31 and reports its
quarterly interim financial information on the basis of
periods of thirteen weeks. Previously the Company reported
on a calendar year and quarter basis. The consolidated
condensed statements of operations and cash flows for the
three months ended June 28, 1997 are for the period from
March 30, 1997 to June 28, 1997.
2. Inventories
The components of inventories are as follows (in thousands):
<TABLE>
June 28, December 28,
1997 1996
<S> <C> <C>
Raw material $ 10,450 $ 8,411
Work in process 3,456 3,263
Finished goods 23,085 19,912
Total $36,991 $ 31,586
</TABLE>
4
3. Per Share Data and Stock Split
On June 10, 1997, a two-for-one stock split was effected in
the form of a 100% stock dividend.
Net income per share amounts for the three months and six
months ended June 28, 1997 and June 29, 1996 are based on
the weighted average number of common and common
equivalent shares outstanding during the periods after
giving retroactive effect to the June 10, 1997 stock split
as follows (in thousands, except per share data):
<TABLE>
Three months ended Six months ended
June 28, June 29, June 28, June 29,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Average shares
outstanding 19,734 19,892 19,722 19,948
Net effect of dilutive
stock options and warrants
- Primary 3,955 3,896 4,026 4,362
- Fully diluted 4,065 3,896 4,162 4,400
Average shares outstanding
- Primary 23,689 23,788 23,748 24,310
- Fully diluted 23,799 23,788 23,884 24,348
Netincome $ 6,896 $ 5,436 $13,163 $10,661
Netincome per share $ .29 $ .23 $ .55 $ . 44
</TABLE>
4. Long-Term Debt
The Company concluded a financing package on August 31,
1993. The package consists of $45,000,000 of Senior
Notes issued pursuant to a Note Purchase Agreement
which requires annual principal payments of $9,000,000
payable annually beginning August 31, 1996 through
August 31, 2000. The package also includes a bank Credit
Agreement which provides an open revolver line of credit of
$65,000,000 less current borrowings subject to a maximum
indebtedness calculation and other traditional covenants.
No revolver principal payments are required until the line
matures on August 31, 2000. At June 28, 1997 the Company
had available $45.5 million of borrowing capability under
the revolver facility.
5
5. Recently Issued Accounting Standard
In February 1997, the Financial Accounting Standards Board
issued Statement No. 128, Earnings per Share, which is
required to be adopted by the Company for interim and annual
periods beginning in fiscal year 1998. At that time, the
Company will be required to change the method currently used
to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating basic
earnings per share, the dilutive effect of stock options
will be excluded. The adoption of Statement 128 is expected
to result in basic earnings per share being higher than the
previously reported primary earnings per share for the
second quarter ended June 28, 1997 and June 29, 1996 of
$0.06 and $0.05 per share, respectively. The impact of
Statement 128 on the calculation of fully diluted earnings
per share for these quarters is not expected to be material.
6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Results of Operations
Sales increased 15 percent to $69.8 million the second
quarter of 1997 compared to $60.8 million the second
quarter of 1996. Operating income increased 23 percent to
$11.8 million for the quarter compared to $9.6 million the
second quarter of last year. Net income increased 27
percent to $6.9 million or $0.29 per share the second
quarter of 1997 compared to $5.4 million or $0.23 per share
the second quarter of 1996.
Cash flow from operations was $6.9 million the second
quarter of 1997. The Company repurchased 105,000 warrants
for $3.9 million, made capital investments of $4.8 million,
and acquired a second company in Korea for $5.1 million
during the quarter. As a result, long-term debt increased
$5.2 million in the second quarter. The total long-term
debt to equity ratio was 0.54 to 1 at June 28, 1997 compared
to 0.50 to 1 at year end 1996 and 0.64 to 1 at June 29,
1996.
Second Quarter, 1997
Littelfuse enjoyed a 15 percent sales increase to $69.8
million this year from $60.8 million last year. The gross
margin was 41.0 percent the second quarter this year
compared to 40.8 percent last year. Operating income
increased to 16.9 percent of sales the second quarter this
year compared to 15.7 percent last year. Net income
increased 27 percent to $6.9 million this year compared to
$5.4 million last year. Earnings per share increased 26
percent to $0.29 compared to $0.23 last year.
Second quarter 1997 sales grew $9.0 million compared to the
same quarter last year. Very strong computer,
telecommunications and electronic ballast market sales
spurred 26 percent sales growth in the Asia Pacific
region. Sales grew 20 percent in local currency and 14
percent in dollars in the European Community with strong
automotive OEM sales and electronics sales. Strong
electronic and automotive OEM sales spurred 12 percent
sales growth in North America.
Electronic sales grew to $34.3 million in the second quarter
1997 from $28.4 million the same quarter of last year for an
increase of $5.9 million or 21 percent. Sales were
particularly strong in computer and telecommunications
market worldwide. Consumer electronics sales growth slowed
some from its 1996 pace, but still was double digit.
Automotive sales grew to $26.7 million in the second quarter
1997 from $23.8 million the same quarter last year for an
increase of $2.9 million or 12 percent. The North American
and European automotive OEM sales were strong, while
aftermarket sales were weak on both continents. Power fuse
sales grew to $8.8 million in the second quarter 1997 from
$8.6 million the same quarter last year for an increase of
$0.2 million or 2 percent. The Company believes that
its electrical business sales continue to grow faster
than its competitors in the electrical industry.
Gross profit was $28.6 million or 41.0 percent of sales for
the second quarter 1997 compared to $24.8 million or 40.8
percent last year. North America gross margins
7
improved compared to last year due to higher volume
efficiencies, and improved product mix due to phasing out
mature lower margin products, while Europe declined
slightly due to currency and Asia Pacific margins were
essentially the same as last year.
Selling, general and administrative expenses were $15.1
million or 21.6 percent of sales for the second quarter 1997
compared to $13.5 million or 22.2 percent of sales for the
same quarter last year. Selling expenses accounted for
approximately two thirds of the expenses both quarters.
The S,G&A expenses as a percent of sales declined slightly
despite significantly greater investment in our Asia Pacific
sales effort. The amortization of the reorganization value
and other intangibles was 2.5 percent of sales for the
second quarter 1997 compared to 2.9 percent last year.
Total S,G&A expenses including intangibles amortization
were 24.1 percent of sales the second quarter 1997 compared
to 25.1 percent the same quarter last year.
Operating income was $11.8 million or 16.9 percent of
sales for the second quarter 1997 compared to $9.6 million
or 15.7 percent last year.
Interest expense was $0.9 million for the second quarter
1997 compared to $1.2 million last year. Other income, net
was $0.1 million both quarters. Income before taxes was
$10.9 million for the second quarter 1997 compared to $8.5
million last year. Income taxes were $4.0 million with an
effective tax rate of 37 percent for the second quarter
1997 compared to $3.1 million with an effective tax rate of
36 percent the second quarter of last year.
Net income for the second quarter 1997 was $6.9 million or
$0.29 per share compared to $5.4 million or $0.23 per share
last year.
Six Months, 1997
Sales increased 13 percent for the first half of 1997 to
$135.4 million from $119.9 million the first half of last
year. Cash provided by operations before interest expense
was $16.1 million and after interest expense was $14.3
million.
The sales trend in electronics has been very strong the
first two quarters of 1997. First half electronic sales
were up 20 percent at $66.4 million compared to $55.5
million last year. Personal computer, telecommunications
and electronic ballast business has been strong in all major
areas of the world in the first half. Automotive sales were
up 8 percent at $51.5 million compared to $47.8 million
last year. Automotive OEM sales in both North America and
Europe have been very strong the first half, while
aftermarket sales have been relatively weak. Power fuse
sales were up 6 percent to $17.5 million from $16.6
million last year.
The gross profit was 40.9 percent for the first half
1997 compared to 40.8 percent the first half of last year.
North America margins have improved this year due to
higher volumes and favorable mix. The North American
increase more than offset some negative European currency
effects.
Selling, general and administrative expenses were 21.8
percent of sales for the first half 1997 compared to 22.5
percent of sales last year. The company has been holding
all
8
SG&A expense increases significantly less than sales
increases except for Asia Pacific selling expenses. The
amortization of intangibles was 2.6 percent of sales for
the first half 1997 compared to 2.9 percent last year.
Total S,G & A expenses including intangibles amortization
were 24.4 percent of sales the first half 1997 compared to
25.4 percent of sales the first half of last year.
Operating income increased 21 percent to $22.4 million or
16.5 percent of sales the first half 1997 compared to $18.5
million or 15.4 percent last year.
Interest expense was $1.8 million the first half 1997
compared to $2.2 million last year. Other income, net was
$0.4 million the first half of both years. As a result,
income before taxes was $20.9 million the first half 1997
compared to $16.7 million the first half of last year.
Income taxes were $7.8 million the first half 1997
compared to $6.0 million last year.
Net income the first half 1997 increased 23 percent to
$13.2 million or $.55 per share compared to $10.7 million or
$.44 per share last year.
Liquidity and Capital Resources
Assuming no material adverse changes in market conditions or
interest rates, management expects that the Company will
have sufficient cash from operations to support both its
operations and its current debt obligations for the
foreseeable future.
Littelfuse started the 1997 year with $1.4 million of cash.
Net cash provided by operations was $14.3 million for the
first half. Cash used to invest in property, plant and
equipment was $7.3 million and in the acquisition of Samjoo
Littelfuse was $5.1 million. Cash used to repurchase stock
and warrants was $6.1 million, proceeds of option
exercises were $0.5 million, and proceeds of bank debt
were $3.1 million for net financing of $2.5 million use of
cash. The net of cash provided by operations, less
investing activities, less financing activities resulted
in a decrease in cash of $0.9 million. This left
the Company with a cash balance of approximately $0.5
million at June 28, 1997.
The ratio of current assets to current liabilities was 1.5
to 1 at the end of the second quarter 1997 compared to 1.4
to 1 at year end 1996 and 1.5 to 1 at the end of the second
quarter 1996. The days sales in receivables was
approximately 59 days at the end of the second quarter
1997 compared to 51 days at year end 1996 and 56 days at the
end of the second quarter 1996. The increase in days sales
in receivables is primarily due to the strong foreign sales
(which have longer payment terms) and higher sales the
second half of the quarter. The inventory turnover rate
was approximately 4.5 turns at the end of the second quarter
1997 compared to 4.5 turns at year end 1996 and 4.8 turns at
the end of the second quarter 1996. The increase in
inventory is primarily related to the introduction of new
electronic resettable products and new Powr-Gard indicator
products as well as building up auto OEM inventory for
strong expected August and September sales.
9
The Company's capital expenditures were $7.3 million for
the first half 1997. The Company expects that capital
expenditures, which will be primarily for new machinery and
equipment, will be approximately $21.0 million in 1997. The
ratio of total long-term debt to equity was 0.54 to 1 at
the end of the first half 1997 compared to 0.41 to 1 at
year end 1996.
The long-term debt at the end of the first half 1997
consists of four types totaling $61.7 million. They are as
follows: (1) private placement notes totaling $36.0
million, (2) bank revolver facility totaling $19.5
million, (3) notes payable relating to income taxes and
mortgages totaling $1.0 million, and (4) other long-term
debt totaling $5.2 million. These four items include
$10.9 million of the bank revolver, tax notes and mortgage
notes, which are considered to be current. This leaves
net long-term debt totaling $50.8 million at June 28,
1997. The private placement notes carry an interest rate of
6.31 percent and the revolver debt carries an interest rate
of prime or LIBOR plus 0.5%, which currently is
approximately 6.3%. The Company had available at June 28,
1997, a revolver facility of $65.0 million of which $19.5
million was being used at June 28, 1997. The Company also
has a $3.0 million letter of credit facility of which
approximately $1.8 million was being used at June 28, 1997.
Other Matters
On April 25, 1997 the Board of Directors of the Company
authorized a two-for-one split of its common stock in the
form of a stock dividend. Stockholders of record as of the
close of business on May 20, 1997 will receive one
additional share for each share held. The additional shares
were distributed to stockholders on June 10, 1997. Each
outstanding warrant to purchase shares of the company's
common stock became two warrants on June 10, 1997 with an
exercise price of $4.18 per share.
PART II - OTHER INFORMATION
Item 2: Changes in Securities
Effective June 10, 1997, the Warrant Agreement
between the Company and LaSalle National Bank
(formerly known as LaSalle National Trust, N.A.),
as Warrant Agent, dated as of December 20, 1991
(the "Warrant Agreement"), was amended to provide
that each certificate representing an outstanding
warrant ("Warrant") to purchase shares of Common
Stock of the Company at a price of $8.36 per share
would be changed to represent twice the number of
Warrants previously represented thereby, with each
Warrant thereafter representing the right to
purchase one share of Common Stock at an exercise
price of $4.18. The purpose of this amendment was
to make an appropriate adjustment to the
outstanding Warrants in connection with the
Company's stock dividend of one share of Common
Stock on each share of Common Stock outstanding.
Such stock dividend was paid on June 10, 1997.
10
Item 4a: Submission of Matters to a Vote of Security
Holders
The annual meeting of stockholders of Littelfuse,
Inc. was held on April 25, 1997. The following
matters were voted upon at this annual meeting
and the results of such votes are provided below:
1. Election of five nominees to the Board of
Directors to serve terms of
one year or until their successors are elected:
(i) Howard B. Witt
Withhold Broker
For 8,192,026 Authority 25,926 Abstentions___ Nonvotes ___
(ii) Anthony Grillo
Withhold Broker
For 8,176,469 Authority 41,483 Abstentions ___ Nonvotes ___
(iii) Bruce A. Karsh
withold Broker
For 8,191,969 Authority 25,983 Abstentions___ Nonvotes ___
(iv) John E. Major
Withhold Broker
For 8,191,969 Authority 25,983 Abstentions___ Nonvotes ___
(v) John J. Nevin
Withhold Broker
For 8,184,599 Authority 33,353 Abstentions___ Nonvotes ___
2. Approval and ratification of the Directors'
appointment of Ernst & Young LLP as the Company's independent auditors for
the year ending January 3, 1998
Broker
For 8,198,601 Against 9,451 Abstentions 9,900 Nonvotes ___
Item 4b: Submission of Matters to a Vote of Security
Holders
In connection with the amendment of the Warrant
Agreement described in Item 2 above, the Company
solicited an Irrevocable Consent to First
Amendment to the Warrant Agreement from holders of
outstanding Warrants. The consent of the holders
of certificates representing at least a majority
of the outstanding Warrants was required to amend
the Warrant
11
Agreement. On May 2, 1997, the record date for
determining persons entitled to notice of and to
submit a consent with respect to the amendment,
1,979,900 Warrants, each representing the right to
purchase one share of Common Stock, were
outstanding. The Company received consents to the
amendment to the Warrant Agreement from holders of
certificates representing 1,361,695 Warrants (69%
of outstanding Warrants).
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibit 4.3A - First Amendment to Littelfuse
Warrant Agreement (filed as exhibit 4.3 to the
Company's Form 10 as filed with the
Securities and Exchange Commission which became effective on
September 16, 1992 (1934 Act File No. 0-20388))
Exhibit 4.4A - Amendment to Stock Plan for Employees
and Directors of Littelfuse, Inc. (filed as exhibit 4.3 to
the Company's Form 10 as filed with the Securities and
Exchange Commission which became
effective on September 16, 1992 (1934 Act File No.
0-20388))
Exhibit 10.6A - Amendment
to 1993 Stock Plan for Employees and Directors of
Littelfuse, Inc. (filed as Exhibit 10.1 to the Company's
Form 10-Q for the quarterly period ended June 30,
1995(1934 Act
File No. 0-20388))
Exhibit 10.6B - Amendment to 1993 Stock Plan for
Employees and Directors of Littelfuse, Inc. (filed as
Exhibit 10.1 to the Company's
Form 10-Q for the quarterly period ended June 30,
1995(1934 Act
File No. 0-20388))
Exhibit 10.8A - Amendment to Littelfuse
Deferred Compensation
Plan for Non-employee Directors (filed as
exhibit 10.8 to the
Company's Form 10 as filed with the
Securities and Exchange
Commission which became effective on
September 16, 1992 (1934
Act File No. 0-20388))
(b) There were no reports on Form 8-K
during the quarter ended
June 28, 1997.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this
Quarterly Report on Form 10-Q for the quarter ended June
28, 1997, to be signed on its behalf by the undersigned
thereunto duly authorized.
Littelfuse, Inc.
Date: August 8, 1997 By /s/ James F. Brace
James F. Brace
Vice President, Treasurer and Chief
Financial Officer (As duly authorized officer and as the
principal financial and accounting officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000889331
<NAME> LITTELFUSE, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-END> JUN-28-1997
<CASH> 526
<SECURITIES> 0
<RECEIVABLES> 45,758
<ALLOWANCES> 0
<INVENTORY> 36,991
<CURRENT-ASSETS> 88,774
<PP&E> 68,180
<DEPRECIATION> 6,580
<TOTAL-ASSETS> 230,001
<CURRENT-LIABILITIES> 58,699
<BONDS> 0
0
0
<COMMON> 198
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 230,001
<SALES> 135,411
<TOTAL-REVENUES> 135,411
<CGS> 79,983
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,824
<INCOME-PRETAX> 20,893
<INCOME-TAX> 7,730
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,163
<EPS-PRIMARY> 0.55
<EPS-DILUTED> 0.55
</TABLE>
Exhibit 4.3A
First Amendment
to
Warrant Agreement
This First Amendment to Warrant Agreement is made and
entered into as of the 10th day of June, 1997, by and
between Littelfuse, Inc. (the OCompanyO) and LaSalle
National Bank (formerly known as LaSalle National Trust,
N.A.), as Warrant Agent (the OWarrant AgentO);
W i t n e s s e t h:
Whereas, the Company and the Warrant Agent have
heretofore executed that certain Warrant Agreement dated as
of December 20, 1991 (the OWarrant AgreementO); and
Whereas, the Company has received the written consents
of the holders of the certificates representing at least a
majority of the outstanding Warrants under the Warrant
Agreement to an amendment to the Warrant Agreement to add a
new Section 12.19;
Now, Therefore, in consideration of the premises and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. The Warrant Agreement is hereby amended to add the
following new SectionE12.19 to the end of the Warrant
Agreement:
12.19. Adjustments Relating to June 10, 1997, Common
Stock Dividend. In the event that the Company pays on
or about June 10, 1997 (the date of payment being
hereinafter referred to as the OStock Dividend Payment
DateO), a dividend of one share of the Common Stock on
each issued and outstanding share of the Common Stock,
effective as of the Stock Dividend Payment Date:
(i) the Exercise Price shall be halved to
$4.18;
(ii) a Stock Unit shall remain at one share
of New Common Stock, subject to subsequent
adjustments as provided in this Agreement; and
(iii) the number of Warrants represented by
each certificate representing Warrants outstanding
on June 10, 1997, shall be doubled.
2. Except as specifically amended by this document,
the Warrant Agreement shall remain unchanged and shall
continue in full force and effect.
In Witness Whereof, the parties hereto have executed
this First Amendment to Warrant Agreement as of the day and
year first above written.
LaSalle National Bank,
as Warrant Agent
By
Authorized Signature
_______________________
____
Title
Littelfuse, Inc.
By
Title
___________________
Exhibit 4.4A
RESOLVED FURTHER: That, effective June 10, 1997, Section 2
(b) of the Stock Plan for Employees and Directors of
Littelfuse, Inc. be amended to increase the maximum
aggregate number of shares of Common Stock as to which
awards of options, restricted shares, units or rights may be
made from time to time thereunder from 500,000 to 1,000,000
shares to reflect the Stock Dividend and that the number of
shares of Common Stock which shall be reserved from issuance
thereunder be increased to 1,000,000 shares.
Exhibit 10.6A
RESOLVED: That Section 4 (e) of the 1993 Stock Plan for
Employees and Directors of Littelfuse, Inc. be amended by
revising the second sentence thereof to read as follows:
"Commencing in 1995, each Eligible Director shall be
automatically granted a non-qualified option to purchase 2,
200 shares of Common Stock, and commencing in 1997, each
Eligible Director shall be automatically granted a non-
qualified option to purchase 2,500 shares of Common Stock,
which option shall be granted on the date of the first
meeting of the Board of Directors of the corporation
following each annual meeting of the stockholders of the
Corporation (hereinafter sometimes referred to as the
"Annual Eligible Director Stock Options" and sometimes,
together with the Initial Eligible Director Stock Options,
as the "Eligible Director Stock Options").
Exhibit
10.6B
RESOLVED FURTHER: That, effective June 10, 1997, Section 2
(b) of the 1993 Stock Plan for Employees and Directors of
Littelfuse, Inc. be amended to increase the maximum
aggregate number of shares of Common Stock as to which
awards of options, restricted shares, units or rights may be
made from time to time thereunder from 600,000 to 1,200,000
shares to reflect the Stock Dividend and that the number of
shares of Common Stock which shall be reserved for issuance
thereunder be increased to 1,200,000.
Exhibit 10.8A
RESOLVED FURTHER: That, effective June 10, 1997, Section
2.8 of the Littelfuse Deferred Compensation Plan for Non-
Employee Directors be amended to increase the maximum number
of shares provided for therein from 30,000 to 60,000 shares
to reflect the Stock Dividend.
