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 OCTOBER 3, 1998
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 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 October 3, 1998, 20,305,035 shares of common stock, $.01 par
value, of the Registrant and warrants to purchase 2,581,667 shares of common
stock, $.01 par value, of the Registrant were outstanding.
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
PAGE
Item 1. Consolidated Condensed Statements of
Income, Financial Condition, and Cash Flows
and Notes to the Consolidated Condensed Financial
Statements (unaudited) ..................................... 1
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ................... 6
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ................................. 10
<PAGE>
<TABLE>
Part I - Financial Information
Item 1.
CONSOLIDATED CONDENSED
STATEMENTS OF INCOME
(In thousands, except per share data)
(unaudited)
For the Three For the Nine
Months Ended Months Ended
Oct. 3, Sept. 27, Oct. 3, Sept. 27,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net sales $69,035 $68,993 $207,482 $204,404
Cost of sales 43,130 41,133 128,653 121,116
---------- ---------- ----------- ----------
Gross profit 25,905 27,860 78,829 83,288
Selling, administrative and general
expenses 15,066 14,853 45,511 44,423
Amortization of intangibles 1,613 1,787 5,112 5,293
----------- ----------- ------------- ------------
Operating income 9,226 11,220 28,206 33,572
Costs associated with consolidation of operations
(356) - 395
-
Interest expense 1,165 2,634 2,989
902
Other (income)/expense, net (123) (488)
-------- ----------- ---------- ------- -----
162 151
---- ---
Income before income taxes 8,518 10,178 25,026 31,071
Income taxes 3,152 3,766 8,280 11,496
----------- ----------- ------------- ----- ------
Net income $ 5,366 $ 6,412 $ 16,746 $ 19,575
= ========= = ========= = ========== = =========
Net income per share - Basic $ 0.26 $ 0.32 $ 0.81 $ 0.99
=========== =========== ============= ============
- Diluted $ 0.23 $ 0.27 $ 0.72 $ 0.81
=========== =========== ============= ============
Weighted average number of common
and common equivalent shares
outstanding
- Basic 20,587 19,887 20,570 19,777
========== ========== ============ ===========
- Diluted 22,979 24,041 23,343 24,091
========== ========== ============ ===========
1
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED CONDENSED
STATEMENTS OF FINANCIAL CONDITION
(In thousands)
Oct. 3, Jan. 3,
1998 1998
----------------- -------------
(unaudited)
ASSETS
Current Assets:
<S> <C> <C>
Cash and cash equivalents $ 29,824 $ 755
Accounts receivable 47,527 37,458
Inventories 36,029 39,075
Deferred income taxes 3,672
3,672
Prepaid expenses and other 2,896
2,599
Total current assets 119,651 83,856
Property, plant, and equipment, net 76,880 70,763
Reorganization value, net 38,961 41,202
Patents and other identifiable intangible assets, net
19,917 22,786
Prepaid pension cost and other assets 3,278
----------- ---------
4,213
$ 259,622 $221,885
============== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 34,468 $ 31 ,601
Accrued income taxes 6,982 9,952
Current portion of long-term debt 4,643 10,172
-------------- -----------
Total current liabilities 46,093 51,725
Long-term debt, less current portion 78,224 40,385
Deferred income taxes 6,205 6,205
Minority Interest 52 65
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; 20,305,035
and 19,873,140 shares issued and outstanding 203 199
Additional paid-in capital 57,601 52,540
Notes receivable - common stock (1,960) (1,960)
Foreign translation adjustment (3,437) (4,767)
Retained earnings 76,641 77,493
-------------- -----------
Total shareholders' equity 129,048 123,505
-------------- -----------
$ 259,622 $221,885
============== ===========
2
</TABLE>
<PAGE>
<TABLE>
For the Nine
Months Ended
Oct. 3, Sept. 27,
1998 1997
Operating activities:
Net income $ 16,746 $ 19,575
Adjustments to reconcile net income to net cash provided by operating
activities:
<S> <C> <C>
Depreciation 10,517 9,781
Amortization 5,112 5,293
Provision for bad debts 463 371
Deferred income taxes - (1)
Minority interest (22) (115)
Changes in operating assets and liabilities:
Accounts receivable (9,494) (8,955)
Inventories 3,793 (8,363)
Accounts payable and accrued expenses 2,365 5,546
Other, net (3,294) (534)
--------- --------
Net cash provided by operating activities 26,186 22,598
Cash used in investing activities:
Purchases of property, plant, and
equipment net (15,349) (12,545)
Acquisition of business, net - (5,060)
--------- ---------
(15,349) (17,605)
Cash provided by (used in) financing activities:
Borrowings/(Payments) of long-term debt, net 31,772 (1,209)
Proceeds from exercise of stock options
and warrants 5,528 1,453
Purchase of common stock and warrants (18,349) (6,147)
----------- ----------
18,951 (5,903)
Effect of exchange rate changes on cash (719) (266)
----------- ----------
Increase/(Decrease) in cash and cash
equivalents 29,069 (1,176)
Cash and cash equivalents at beginning
beginning of period 755 1,427
------------ -----------
Cash and cash equivalents at end
of period $ 29,824 $ 251
============= ============
3
</TABLE>
<PAGE>
Notes to Consolidated Condensed Financial Statements
(Unaudited)
October 3, 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 October 3, 1998 are
not necessarily indicative of the results that may be expected for the fiscal
year ending January 2, 1999. For further information, refer to the Company's
consolidated financial statements and the notes thereto as of January 3, 1998,
included in the Company's Annual Report on Form 10-K.
2. Inventories
<TABLE>
The components of inventories are as follows (in thousands):
October 3, January 3,
1998 1998
<S> <C> <C>
Raw material $ 9,660 $ 8,788
Work in process 5,138 3,556
Finished goods 21,231 26,731
------- ------
Total $36,029 $39,075
======= =======
</TABLE>
3. Per Share Data
Net income per share amounts for the three months and nine months ended October
3, 1998 and September 27, 1997 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):
4
<PAGE>
<TABLE>
Three months ended Nine months ended
Oct. 3, Sept. 27, Oct. 3, Sept. 27,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Average shares outstanding 20,587 19,887 20,570 19,777
Net effect of dilutive stock options,
warrants and restricted shares
- Basic - - - -
------------ ------------ ----------- ------
- Diluted 2,392 4,154 2,773 4,314
------- ------- ------- ------
Average shares outstanding
- Basic 20,587 19,887 20,570 19,777
====== ====== ====== ======
- Diluted 22,979 24,041 23,343 24,091
====== ====== ====== ======
Net income $ 5,366 $ 6,412 $16,746 $19,575
======= ======= ======= =======
Net income per share
- Basic $ 0.26 $ 0.32 $ 0.81 $ 0.99
======== ======== ========= =========
- Diluted $ 0.23 $ 0.27 $ 0.72 $ 0.81
======== ======== ========= =========
</TABLE>
4. Long Term Debt
The Company concluded a financing package on August 31, 1998. The package
consists of $60.0 million of Senior Notes with an interest rate of 6.16% issued
pursuant to a Note Purchase Agreement which requires annual principal payments
payable beginning in 1999 through 2005. The package also includes a revised bank
Credit Agreement which provides an open revolver line of credit of $55.0
million, subject to a maximum indebtedness calculation and other financial
covenants. No revolver principal payments are required until the line matures on
August 31, 2003. At October 3, 1998 the Company had available $55.0 million of
borrowing capability under the revolver facility. In addition, the Company has
outstanding $18.0 million of Senior Notes issued pursuant to a Note Purchase
Agreement dated August 31, 1993.
5. Comprehensive Income
In accordance with Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," total comprehensive income for the three
months ended October 3, 1998 and September 27, 1997 was approximately $6.4
million and $6.1 million respectively and the nine months ended October 3, 1998
and September 27, 1997 was $18.1 million and $17.9 million respectively. The
adjustment for comprehensive income is related to the Company's foreign currency
translation.
5
<PAGE>
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Results of Operations
Sales remained unchanged at $69.0 million for the third quarter of 1998 compared
to the same period last year. Operating income decreased 18 percent to $9.2
million for the quarter compared to $11.2 million the third quarter of last
year. Net income decreased to $5.4 million or $0.23 per diluted share for the
quarter compared to $6.4 million or $0.27 per diluted share the third quarter of
last year.
Cash flow from operations was $8.7 million the third quarter of 1998. The
Company repurchased shares of its common stock for $9.4 million and made capital
investments of $5.3 million during the third quarter. The debt to equity ratio
was 0.64 to 1 at October 3, 1998 compared to 0.41 to 1 at year end 1997 and 0.47
to 1 at September 27, 1997.
Third Quarter, 1998
The Company's sales remained the same for the third quarter 1998 compared to the
same period last year. The gross margin was 37.5 percent the third quarter this
year compared to 40.4 percent last year. Operating income decreased to 13.4
percent of sales the third quarter this year from 16.3 percent last year. Net
income decreased 16 percent the third quarter this year compared to last year.
Diluted earnings per share decreased 15 percent to $0.23 compared to $0.27.
North American sales decreased 1 percent due to slower electronics sales and the
remaining effects of the General Motors strike. Strong electronics and auto OEM
sales growth led to a 23 percent sales increase in Europe. Weaker Japan
electronics sales and increased pressure on selling prices contributed to a 10
percent decline in sales in Asia Pacific.
However, Asia Pacific sales measured in constant currency only declined 2
percent.
Electronics sales declined to $33.7 million in the third quarter 1998 from $34.7
million the same quarter of last year for a decrease of $1.0 million or 3
percent. When measured in constant currency, electronic sales increased by $0.2
million or 1 percent. Electronics sales growth was strong in Europe,
particularly in the telecommunications market, but was offset by a decline in
Asia Pacific. Automotive sales declined slightly to $24.2 million in the third
quarter 1998 from $24.4 million the same quarter last year for a decrease of
$0.2 million or 1 percent. Europe showed strong auto OEM sales growth, while
North America growth continued to be weak due in part to the General Motors
strike which lasted into the third quarter.
Power fuse sales grew to $11.1 million in the third quarter 1998 from $9.9
million the same quarter last year for an increase of $1.2 million or 12
percent. The Company believes that its electrical business sales continue to
grow faster than the electrical fuse market growth due to its innovative new
products.
Gross profit was $25.9 million or 37.5 percent of sales for the third quarter
1998 compared to $27.9 million or 40.4 percent last year. Competitive pressure
on selling prices in the electronics segment has continued to have an
unfavorable impact on the gross margin.
6
<PAGE>
The above normal selling price declines in electronics sales continued to be
more pronounced in Asia than in North America or Europe. Although to a lesser
extent than in the first two quarters of 1998, some unfavorable labor and
overhead absorption was experienced in the third quarter due to not building
inventory when sales were flat. Startup expenses on several new products also
contributed to the reduced gross margin. The Company has identified cost savings
programs about twice the normal annual rate and continues to identify and pursue
cost reduction projects in order to address these margin issues.
Selling, general and administrative expenses were $15.1 million or 21.8 percent
of sales for the third quarter 1998, compared to $14.9 million or 21.5 percent
of sales for the same quarter last year. Selling expenses accounted for
approximately 63 percent of S,G&A for the third quarter 1998 and approximately
65 percent for the same quarter last year. This resulted from continued
monitoring and control of S,G&A expenses despite the flat sales. The
amortization of the reorganization value and other intangibles was 2.3 percent
of sales for the third quarter 1998 and 2.6 percent of sales for the third
quarter of last year. Total S,G&A expenses including intangibles amortization
were 24.2 percent of sales the third quarter 1998 compared to 24.1 percent the
same quarter last year.
Operating income was $9.2 million or 13.4 percent of sales for the third quarter
1998 compared to $11.2 million or 16.3 percent last year.
Interest expense was $0.9 million for the third quarter 1998 compared to $1.2
million last year due to a lower average debt level in the third quarter 1998
compared to the same period last year. Other expense, net, was $0.2 million for
the third quarter 1998, compared to other income, net of $0.1 million for the
same period last year. Income before taxes was $8.5 million for the third
quarter 1998 compared to $10.2 million last year. Income taxes were $3.2 million
with an effective tax rate of 37 percent for the third quarter 1998 compared to
$3.8 million with an effective tax rate of 37 percent the third quarter of last
year.
Costs associated with consolidation of operations were reduced by $0.4 million
in the third quarter compared to zero in the prior year. The consolidation of
the Company's two Korean operations was completed in the third quarter. This
reduction in charges related to consolidation of the Korean operations on more
favorable terms than originally anticipated.
Net income for the third quarter 1998 was $5.4 million or $0.23 per diluted
share compared to $6.4 million or $0.27 per diluted share last year.
Nine Months, 1998
Sales increased 2 percent to $207.5 million from $204.4 million last year.
Operating income declined 16 percent to $28.2 million from $33.6 million the
first nine months of last year. Net income declined 14 percent to $16.7 million
from $19.6 million last year. Cash provided by operations before interest
expense was $28.8 million and after interest expense was $26.2 million. Earnings
per diluted share decreased 11 percent to $0.72 the first nine months of 1998
compared to $0.81 for the same period last year.
The sales trend in electronics has been weaker than normal for the first nine
months of 1998. Slower North American and Asia Pacific electronic sales have
been offset by strong European electronic sales. Nine months electronics sales
were up 1 percent at $102.4 million
7
<PAGE>
compared to $101.0 million last year. Automotive sales were down 2 percent at
$74.0 million compared to $75.4 million last year. European auto OEM business
has been strong, while North American sales declined partially due to the
General Motors automotive strike. Power fuse sales were up 11 percent to $31.1
million from $28.0 million last year, primarily due to gaining market share
through innovative new products.
Gross profit was 38.0 percent or $78.8 million for the first nine months of 1998
compared to 40.7 percent or $83.3 million the first nine months of last year.
Contributing to the decline in gross margin were startup expenses on new
products, above normal selling price declines for electronics products
(particularly in Asia) and unfavorable labor and overhead absorption due to not
building inventory despite lower than planned sales. The Company is aggressively
targeting cost savings efforts to address the decrease in gross margin.
Selling, general and administrative expenses were 21.9 percent of sales for the
first nine months 1998 compared to 21.7 percent of sales last year. The
amortization of intangibles was 2.5 percent of sales for the first nine months
1998 compared to 2.6 percent last year. Total S,G & A expenses including
intangibles amortization were 24.4 percent of sales the first nine months 1998
compared to 24.3 percent of sales the first nine months of last year.
Operating income was $28.2 million or 13.6 percent of sales the first nine
months 1998 compared to $33.6 million or 16.4 percent last year.
Interest expense was $2.6 million the first nine months 1998 compared to $3.0
million the first nine months of last year. Other expense, net was $0.2 million
the first nine months 1998 compared to other income of $0.5 million for the same
period last year. Income before taxes was $25.0 million the first nine months
1998 compared to $31.1 million the first nine months of last year. Income taxes
were $8.3 million the first nine months 1998 compared to $11.5 million last
year.
Costs associated with consolidation of operations was $0.4 million the first
nine months 1998 compared to zero the prior year. These costs related to the
consolidation of the Company's two Korean operations, which was completed in the
third quarter.
Net income the first nine months 1998 decreased 14 percent to $16.7 million from
$19.6 million for the same period last year. Earnings per share the first nine
months of 1998 decreased 11 percent to $0.72 per diluted share compared to $0.81
per diluted 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 its operations, its capital expenditures and its current debt
obligations for the foreseeable future.
Littelfuse started the 1998 year with $0.8 million of cash. Net cash provided by
operations was $26.2 million for the first nine months. Cash used to invest in
property, plant and equipment was $15.3 million. Cash used to repurchase stock
and warrants was $18.3 million, proceeds of option exercises were $5.5 million,
and proceeds of debt issuance were $31.8 million for net cash provided by
financing activities of $19.0 million.
8
<PAGE>
The net of cash provided by operations, less investing activities, less
financing activities resulted in an increase in cash of $29.1 million. This left
the Company with a cash balance of approximately $29.8 million at October 3,
1998.
The ratio of current assets to current liabilities was 2.6 to 1 at the end of
the third quarter 1998, 1.6 to 1 at year end 1997, and 1.5 to 1 at the end of
the third quarter 1997. The days sales in receivables was approximately 57 days
at the end of the third quarter 1998 compared to 52 days at year end 1997 and 59
days at the end of the third quarter 1997. The days inventory outstanding was
approximately 76 days at the end of the third quarter 1998 compared to 89 days
at year end 1997 and 89 days at the end of the third quarter 1997.
The Company's capital expenditures, primarily for new machinery and equipment,
were $15.3 million for the first nine months 1998. The ratio of long-term debt
to equity was 0.64 to 1 at the end of the first nine months 1998 compared to
0.41 to 1 at year end 1997.
The long-term debt at the end of the first nine months 1998 consists of four
types totaling $82.9 million. They are as follows: (1) private placement notes
totaling $78.0 million, (2) foreign revolver borrowings totaling $3.1 million,
(3) notes payable relating to mortgages totaling $0.7 million, and (4) other
long-term debt totaling $1.1 million. These four items include $4.6 million of
the senior notes, tax notes and mortgage notes, which are considered to be
current. This leaves net long-term debt totaling $78.2 million at October
3,1998. The private placement notes carry an interest rate of 6.31% and 6.16%.
The Company had available at October 3, 1998, a revolver facility of $55.0
million. The Company also has a $8.0 million letter of credit facility, of which
approximately $1.8 million was being used at October 3, 1998
Year 2000
The Company currently has substantially completed its evaluation of its business
application, process equipment, and communications computer software and
databases to determine whether or not modifications will be required to prepare
the Company's computer systems for the year 2000. These problems, which have
been widely reported in the media, could cause malfunctions in certain software
and databases with respect to dates on or after January 1, 2000, unless
corrected. At this time, the Company has completed the worldwide evaluation of
the modifications required of its computer software or databases for all
business applications and many process and communications applications and has a
dedicated cross functional team operating to make the identified systems
hardware and software changes. However, if such modifications are not made or
completed timely, the Year 2000 issue could have a material impact on the
operations of the Company. The Company's current best estimate is the Company
will spend $1 to $1 1/2 million more for information systems consulting and
training than the prior two year average in 1998 and $2 to $3 million more than
the prior two year average in 1999 to make the changes needed to support Year
2000 requirements. The company expects to have all systems compliant by the
third quarter 1999. The Company is presently evaluating various contingency
plans and the need for a contingency plan in the event it does not complete all
phases of the Year 2000 program. The company plans to evaluate the status of
completion in March 1999 and determine whether such a plan is necessary.
9
<PAGE>
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995.
The preceding commentary presents management's discussion and analysis of the
Company's financial condition and results of operations for the periods
presented. Certain of the statements included above, including those regarding
future financial performance or results or those that are not historical facts,
are or contain "forward-looking" information as that term is defined in the
Securities Exchange Act of 1934, as amended. The words "expect," "believe,"
"anticipate," "project," "estimate," and similar expressions are intended to
identify forward-looking statements. The Company cautions readers that any such
statements are not guarantees of future performance or events and such
statements involve risks, uncertainties and assumption, including, but not
limited to, product demand and market acceptance risks, the effect of economic
conditions, the impact of competitive products and pricing, product development
and patent protection, commercialization and technological difficulties,
capacity and supply constraints or difficulties, actual purchases under
agreements, the effect of the Company's accounting policies, and other factors
discussed above and in the Company's Annual Report on Form 10-K for the year
ended January 3, 1998. Should one or more of these risks or uncertainties
materialize or should the underlying assumptions prove incorrect, actual results
and outcomes may differ materially from those indicated or implied in the
forward-looking statements. This review should be read in conjunction with
information provided in the financial statements appearing in the Company's
Annual Report on Form 10-K for the year ended January 3, 1998.
PART II - OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
<TABLE>
<S> <C> <C>
(a) Exhibit Description
Exhibit 4.1 Amendment to the Littelfuse Rights Plan Agreement (filed as
Exhibit 1 to the Company's Form 8-A Registration Statement
dated December 4, 1995 (1934 Act File No. 0-20388)
Exhibit No. 27 Financial Data Schedule
(b) There were no reports on Form 8-K during the quarter
ended October 3, 1998.
</TABLE>
10
<PAGE>
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 October 3, 1998 to be signed on its behalf by the undersigned thereunto
duly authorized.
Littelfuse, Inc.
Date: November 13, 1998 By /s/ Howard B. Witt
Howard B. Witt
Chairman, President, and
Chief Executive Officer
(As duly authorized officer)
By /s/ Paul M. Dickinson
Paul M. Dickinson
(As acting principal financial
and accounting officer)
11
<PAGE>
Exhibit 4.10
SECOND AMENDMENT
TO
LITTELFUSE RIGHTS PLAN AGREEMENT
THIS SECOND AMENDMENT is made and entered into as of the 31st day of July,
1998, by and between LITTELFUSE, INC., a Delaware corporation (hereinafter
referred to as the Company), and LASALLE NATIONAL BANK, as Rights Agent
(hereinafter referred to as the Rights Agent):
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent have heretofore executed that
certain Littelfuse Rights Plan Agreement dated as of December 15, 1995, as
amended by that certain First Amendment thereto dated as of August 1, 1996
(hereinafter, as amended, referred to as the Rights Plan); and
WHEREAS, the company and the Rights Agent wish to amend the Rights Plan in
certain respects, all in accordance with the terms and provisions hereof;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the parties hereto hereby agree as follows:
1. The definition of Exempt Person contained in the Rights Plan is hereby
amended in its entirety to read as follows:
(j) Exempt Person shall mean (i) the Company, (ii) any Subsidiary (as
such term is hereinafter defined) of the Company, (iii) any employee benefit
plan of the Company or any Subsidiary of the Company, (iv) any Person holding
Common Shares for or pursuant to the terms of any such employee benefit plan, or
(v) Oaktree Capital Management, LLC, a California limited liability company, or
any of its Affiliates or Associates.
2. Except as specifically amended hereby the Rights Plan shall remain
unchanged and continue in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
to Littelfuse Rights Plan Agreement as of the day and year first above written.
LITTELFUSE, INC.
By /s/ Howard B. Witt
Its Chairman, President and CEO
LASALLE NATIONAL BANK, as Rights Agent
By ______________________________
Its _____________________________
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000889331
<NAME> Littelfuse, Inc
<MULTIPLIER> 1,000
<CURRENCY> us dollar
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> Jan-02-1999
<PERIOD-START> Aug-30-1998
<PERIOD-END> Oct-3-1998
<EXCHANGE-RATE> 1.00
<CASH> 29,824
<SECURITIES> 0
<RECEIVABLES> 47,527
<ALLOWANCES> 0
<INVENTORY> 36,029
<CURRENT-ASSETS> 119,651
<PP&E> 76,880
<DEPRECIATION> 10,517
<TOTAL-ASSETS> 259,622
<CURRENT-LIABILITIES> 46,093
<BONDS> 0
0
0
<COMMON> 203
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 259,622
<SALES> 69,035
<TOTAL-REVENUES> 0
<CGS> 43,130
<TOTAL-COSTS> 16,679
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 902
<INCOME-PRETAX> 8,518
<INCOME-TAX> 3,152
<INCOME-CONTINUING> 0
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<NET-INCOME> 5,366
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<EPS-DILUTED> 0.23
</TABLE>
