Form 11-K
(Mark one)
[ X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to ____
Commission file number 0-20388
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
LITTELFUSE, INC. 401 (K) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive offfice.
Littelfuse, Inc.
800 E. Northwest Highway
Des Plaines, Illinois 60016
REQUIRED INFORMATION
The following financial statements shall be furnished for the plan:
1. An audited statement of financial condition as of the end of the latest two
fiscal years of the plan (or such lesser period as the plan has been in
existence).
2. An audited statement of income and changes in plan equity for each of the
latest three fiscal years of the plan (or such lesser period as the plan has
been in existence).
3. The statements required by Items 1 and 2 shall be prepared in accordance with
the applicable provisions of Article 6A of Regulation S-X (17 CFR
210.6A--01-6A-05).
4. In lieu of the requirements of Items 1-3 above, plans subject to ERISA may
file plan financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA. To the extent required by ERISA, the
plan financial statements shall be examined by an independent accountant, except
that the "limited scope exemption" contained in section 103 (a) (3) (c) of ERISA
shall not be available.
Note: A written consent of the accountant is required with respect to
the plan annual financial statements which have been incorporated by reference
in a registration statement on Form S-8 under the Securities Act of 1933. The
consent should be filed as an exhibit to this annual report. Such consent shall
be currently dated and manually signed.
<PAGE>
Financial Statements
and Supplemental Schedules
Littelfuse, Inc. 401(k) Savings Plan
December 31, 1997 and 1996
with Report of Independent Auditors
Employer Identification #36-3795742
Plan #002
<PAGE>
Littelfuse, Inc. 401(k) Savings Plan
Financial Statements
and Supplemental Schedules
December 31, 1997 and 1996
Contents
Report of Independent Auditors................................1
Financial Statements
Statements of Net Assets Available for Benefits...............2
Statement of Changes in Net Assets Available for Benefits,
With Fund Information, Year Ended December 31, 1997 .......3
Statement of Changes in Net Assets Available for Benefits,
With Fund Information, Year Ended December 31, 1996........4
Notes to Financial Statements.................................5
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes....9
Line 27d - Schedule of Reportable Transactions...............10
<PAGE>
2
Report of Independent Auditors
401(k) Committee
Littelfuse, Inc. 401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Littelfuse, Inc. 401(k) Savings Plan as of December 31, 1997 and 1996,
and the related statements of changes in net assets available for benefits for
the years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment as of December 31, 1997, and reportable transactions for the
year then ended are presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the
financial statements. The Fund Information in the statements of net assets
available for benefits and the statements of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
May 15, 1998
<PAGE>
<TABLE>
EIN 36-3795742
Plan #002
Littelfuse, Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31
1997 1996
------------------------------------
Investments, at fair value:
<S> <C> <C>
Prime Reserve Fund $ 2,443,644 $ 2,356,140
New Income Fund 1,412,881 1,106,870
Equity Income Fund 5,669,040 3,990,738
Growth Stock Fund 4,996,524 3,447,030
New Horizons Fund 2,484,758 2,064,430
International Stock Fund 524,428 458,756
Littelfuse, Inc. Common Stock 1,405,754 1,081,080
Participant loans 356,701 301,465
------------------------------------
19,293,730 14,806,509
Contributions receivable:
Participant 44,130 64,969
Employer - 17,957
------------------------------------
44,130 82,926
------------------------------------
Total assets 19,337,860 14,889,435
Excess contributions payable:
Employee - (22,224)
Employer - (27,966)
====================================
------------------------------------
Total liabilities - (50,190)
------------------------------------
====================================
Net assets available for benefits $19,337,860 $14,839,245
====================================
See accompanying notes.
</TABLE>
<PAGE>
4
<TABLE>
EIN 36-3795742
Plan #002
Littelfuse, Inc. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits,
With Fund Information
Year ended December 31, 1997
Prime New Equity Growth New
Reserve Income Income Stock Horizons
Total Fund Fund Fund Fund Fund
--------------------------------------------------------------------------------
------------------------------------------------------------------
Additions
<S> <C> <C> <C> <C> <C> <C>
Employer contributions $ 557,247 $ 89,682 $ 42,035 $ 119,494 $ 121,026 $ 97,900
Forfeitures - 28,657 (1,947) (8,164) (8,058) (5,931)
Participant contributions 2,073,145 273,123 151,784 516,748 450,971 384,455
Investment income 1,481,852 116,682 82,700 556,288 614,381 59,762
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total additions 4,112,244 508,144 274,572 1,184,366 1,178,320 536,186
Deductions
Distributions to participants (844,780) (80,468) (33,746) (432,938) (59,055) (92,190)
Net participant loan activity - (6,458) (9,705) (2,229) (23,559) (25,117)
Net transfers (to) from other funds - (333,714) 50,034 237,311 74,621 (131,170)
Net realized and unrealized
(depreciation) appreciation in fair
value of investments 1,231,151 - 24,856 691,792 379,167 132,619
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net increase (decrease) 4,498,615 87,504 306,011 1,678,302 1,549,494 420,328
Net assets available for benefits at
beginning of year 14,839,245 2,356,140 1,106,870 3,990,738 3,447,030 2,064,430
================================================================================
Net assets available for benefits at
end of year $19,337,860 $2,443,644 $1,412,881 $5,669,040 $4,996,524 $2,484,758
================================================================================
Littelfuse, Inc.
International Common Excess
Stock Stock Participant Contributions Contributions
Fund Loans Receivable Payable
-----------------------------------------------------------------------------------
--------------------------------------------------
Additions
<S> <C> <C> <C> <C> <C>
Employer contributions $ 24,766 $ 52,335 $ - $(17,957) $27,966
Forfeitures (2,464) (2,093) - - -
Participant contributions 101,029 193,650 - (20,839) 22,224
Investment income 28,187 - 23,852 - -
-----------------------------------------------------------------------------------
--------------------------------------------------
Total additions 151,518 243,892 23,852 (38,796) 50,190
Deductions
Distributions to participants (56,488) (83,402) (6,493) - -
Net participant loan activity 11,675 (6,337) 61,730 - -
Net transfers (to) from other funds (19,217) 145,988 (23,853) - -
Net realized and unrealized
(depreciation) appreciation in fair
value of investments (21,816) 24,533 - - -
-----------------------------------------------------------------------------------
--------------------------------------------------
Net increase (decrease) 65,672 324,674 55,236 (38,796) 50,190
Net assets available for benefits at
beginning of year 458,756 1,081,080 301,465 82,926 (50,190)
===================================================================================
Net assets available for benefits at
end of year $524,428 $1,405,754 $356,701 $ 44,130 $ -
===================================================================================
See accompanying notes.
</TABLE>
<PAGE>
EIN 36-3795742
Plan #002
<TABLE>
Littelfuse, Inc. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits,
With Fund Information
Year ended December 31, 1996
Prime New Equity Growth New
Reserve Income Income Stock Horizons
Total Fund Fund Fund Fund Fund
------------------------------------------------------------------------------------
----------------------------------------------------------------------
Additions
<S> <C> <C> <C> <C> <C> <C>
Employer contributions $ 469,538 $ 90,708 $ 44,228 $ 102,012 $ 107,364 $ 88,059
Participant contributions 1,742,570 299,508 149,623 405,063 374,765 313,030
Investment income 922,618 107,889 73,863 250,499 272,837 187,612
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Total additions 3,134,726 498,105 267,714 757,574 754,966 588,701
Deductions
Distributions to participants (860,640) (193,634) (64,682) (207,385) (240,226) (88,500)
Net participant loan activity - (29,648) (18,310) (18,439) (25,959) (15,173)
Net transfers (to) from other funds - 124,820 (196,905) (173,826) (137,417) 260,714
Net realized and unrealized
(depreciation) appreciation in fair
value of investments 1,072,671 - (49,993) 422,593 340,993 68,122
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Net increase (decrease) 3,346,757 399,643 (62,176) 780,517 692,357 813,864
Net assets available for benefits
at beginning of year 11,492,488 1,956,497 1,169,046 3,210,221 2,754,673 1,250,566
------------------------------------------------------------------------------------
Net assets available for benefits
at end of year $14,839,245 $2,356,140 $1,106,870 $3,990,738 $3,447,030 $2,064,430
====================================================================================
International Littelfuse, Inc. Excess
Stock Common Participant Contributions Contributions
Fund Stock Loans Receivable Payable
------------------------------------------------------------------------------
----------------------------------------------
Additions
<S> <C> <C> <C> <C> <C>
Employer contributions $ 19,193 $ 44,758 $ - $ 1,182 $(27,966)
Participant contributions 75,895 136,609 - 10,301 (22,224)
Investment income 12,289 - 17,629 - -
------------------------------------------------------------------------------
----------------------------------------------
Total additions 107,377 181,367 17,629 11,483 (50,190)
Deductions
Distributions to participants (3,758) (51,280) (11,175) - -
Net participant loan activity 4,730 2,917 99,882 - -
Net transfers (to) from other funds 168,414 (28,171) (17,629) - -
Net realized and unrealized (depreciation)
appreciation in fair value of investments
31,708 259,248 - - -
------------------------------------------------------------------------------
----------------------------------------------
Net increase (decrease) 308,471 364,081 88,707 11,483 (50,190)
Net assets available for benefits
at beginning of year 150,285 716,999 212,758 71,443 -
------------------------------------------------------------------------------
Net assets available for benefits
at end of year $458,756 $1,081,080 $301,465 $82,926 $(50,190)
==============================================================================
See accompanying notes.
</TABLE>
<PAGE>
5
EIN 36-3795742
Plan #002
Littelfuse, Inc. 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 1997 and 1996
1. Significant Accounting Policies
Investments
The investments of the Littelfuse, Inc. 401(k) Savings Plan (Plan) are stated at
fair value. The shares of registered investment companies are valued at quoted
market prices which represent the net asset values of shares held by the Plan at
year-end. Securities traded on a national securities exchange are valued at the
last reported sales price on the last business day of the Plan year.
Distributions
Distributions to participants are recorded by the Plan when actual payments are
made. Distributions not paid as of the end of the Plan year are included in
investments in the Statement of Assets Available for Benefits.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
2. Description of the Plan
The following description of the Plan provides general information only.
Reference should be made to the Summary Plan Description or the Plan document
for more complete information.
The Plan is a defined-contribution, profit-sharing plan which is optional to all
eligible employees of Littelfuse, Inc. (Company). The Plan is administered by
the T. Rowe Price Trust Company (Trustee) under the direction of a 401(k)
Committee (Committee). The Committee consists of employees of the Company who
may also be Plan participants. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
<PAGE>
Littelfuse, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
8
2. Description of the Plan (continued)
All employees of the Company who have completed 90 days of service are eligible
to participate in the Plan.
Participants self-direct their contributions and account balances among the
investment options provided by the Plan. Participants may elect to contribute up
to 18% of their compensation. Highly compensated participants, as defined by the
Internal Revenue Service, are subject to more restrictive maximum limits.
Participants are immediately vested in their contributions, as well as earnings
thereon. Participant contributions and Plan earnings are not taxable to the
participants as income.
The Company matches participant contributions 50 cents on the dollar for the
first 4% of the participant's gross wages. Participants become 100% vested in
the Company contribution after two years of service. Forfeitures are returned to
the Company to offset future contributions.
The following investment options are available to participants:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
T. Rowe Price A money market fund managed to maintain a
Reserve Fund stable Prime share price of $1.00.
T. Rowe Price The Fund invests primarily in marketable debt securities.
New Income Fund
T. Rowe Price The Fund's objectives are to provide dividend income and
Equity Income Fund long-term capital appreciation through dividend-paying
common stocks of established companies.
T. Rowe Price The Fund's objectives are long-term growth of capital and
Growth Stock Fund increasing dividend income through equity investment in
well-established growth companies.
T. Rowe Price The Fund's objective is long-term growth of capital through New
Horizons Fund equity investment in small, rapidly growing companies.
T. Rowe Price The Fund's objective is long-term growth of capital and
International Stock Fund income principally through a diversified portfolio of
stocks of established non-U.S. issuers.
Littelfuse, Inc. Investments in Littelfuse, Inc. common stock.
Common Stock
</TABLE>
<PAGE>
2. Description of the Plan (continued)
Participants are entitled to receive a distribution of their accounts upon
reaching age 59 1/2, termination of employment, disability, death, or in the
event of a financial hardship. Distributions may be made in a lump sum or in
periodic installments and are taxable to the participant when received.
Distributions prior to age 59 1/2 may subject the participant to a 10% federal
income tax penalty.
Loans are available to eligible participants bearing interest at a rate
commensurate with rates that may be obtained on similar borrowings in the normal
course of business. Participants may borrow from their Plan account in
accordance with provisions of the Plan.
Although it has not expressed an intent to do so, the Company has the right
under the Plan to terminate the Plan subject to the provisions of ERISA. In the
event of Plan termination, participants will become 100% vested in their
accounts.
3. Investments
The Plan's investments are held by the Trustee which acts as a custodian for all
assets. The fair value of individual investments that represent 5% or more of
the Plan's net assets is as follows:
<TABLE>
December 31
1997 1996
-----------------------------------
<S> <C> <C>
T. Rowe Price Prime Reserve Fund $2,443,644 $2,356,140
T. Rowe Price New Income Fund 1,412,881 1,106,870
T. Rowe Price Equity Income Fund 5,669,040 3,990,738
T. Rowe Price Growth Stock Fund 4,996,524 3,447,030
T. Rowe Price New Horizons Fund 2,484,758 2,064,430
Littelfuse, Inc. Common Stock 1,405,754 1,081,080
</TABLE>
4. Income Tax Status
The Internal Revenue Service ruled on September 14, 1994, that the Plan
qualifies under section 401 of the Internal Revenue Code, and, therefore, the
related trust is not subject to tax under present income tax law. The Committee
is not aware of any course of action or series of events that have occurred that
might adversely affect the Plan's qualified status.
<PAGE>
5. Administrative Expenses
All administrative fees of the Plan are paid by the Company. Certain accounting
and legal expenses are paid by the Company on behalf of the Plan.
6. Year 2000 Issue (Unaudited)
The Company has developed a plan to modify its internal information technology
to be ready for the year 2000 and has begun converting critical data processing
systems. The project also includes determining whether third-party service
providers have reasonable plans in place to become year 2000 compliant. The
Company currently expects the project to be substantially complete by early
1999. The Company does not expect this project to have a significant effect on
plan operations.
<PAGE>
9
Supplemental Schedules
<PAGE>
<TABLE>
EIN 36-3795742
Plan #002
Littelfuse, Inc. 401(k) Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
Description
Identity of Issuer of Current
Shares Description Cost Value
- - -------------------------------------- --------------------------------------------------------------------
- - -------------------------------------- --------------------------------------------------------------------
<S> <C> <C> <C>
*T. Rowe Price 2,424,261 Prime Reserve Fund $ 2,424,261 $ 2,443,644
*T. Rowe Price 155,775 New Income Fund 1,397,632 1,412,881
*T. Rowe Price 217,455 Equity Income Fund 4,286,469 5,669,040
*T. Rowe Price 172,353 Growth Stock Fund 4,049,898 4,996,524
*T. Rowe Price 106,642 New Horizons Fund 2,154,500 2,484,758
*T. Rowe Price 39,078 International Stock Fund 523,090 524,428
Participant Loans Loans receivable with - 356,701
varying maturities and
interest rate of 8%
*Littelfuse, Inc. 56,513 Common Stock 1,043,045 1,405,754
-------------------------------------
=====================================
$15,878,895 $19,293,730
=====================================
*Indicates party in interest to the Plan.
</TABLE>
<PAGE>
<TABLE>
10
EIN 36-3795742
Plan #002
Littelfuse, Inc. 401(k) Savings Plan
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1997
Number of
Identity of Purchases Description Purchase Selling
Party Involved or Sales of Assets Price Price
- - -------------------------------------------------------------------------------------------------------
Category (iii) - Series of transactions in excess of 5% of plan assets
<S> <C> <C>
**T. Rowe Price Prime $ 945,250 $ -
Reserve Fund * Mutual money market fund - 861,370
**T. Rowe Price Equity 1,630,769 -
Income Fund * Mutual stock fund - 644,822
**T. Rowe Price Growth 1,503,058 -
Stock Fund * Mutual stock fund - 332,912
**T. Rowe Price New 851,557 -
Horizons Fund * Mutual stock fund - 563,981
Identity of Cost of Asset Current Value of Asset on Net
Party Involved Transaction Date Gain
(Loss)
- - ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
**T. Rowe Price Prime $945,250 $945,250 $ -
Reserve Fund 861,250 861,250 -
**T. Rowe Price Equity 1,630,769 1,630,769 -
Income Fund 467,691 644,822 177,131
**T. Rowe Price Growth 1,503,058 1,503,058 -
Stock Fund 269,206 882,912 63,706
**T. Rowe Price New 851,557 851,557 -
Horizons Fund 553,783 563,981 10,198
*Information is not available.
**Indicates party in interest to the Plan.
There were no category (i), (ii), or (iv) reportable transactions for the year
ended December 31, 1997.
</TABLE>
<PAGE>
11
Signatures
The plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
/s/ Dan Onken
------------------------
Name: Dan Onken, behalf of
Littelfuse, Inc. 401 (k) Savings Plan
<PAGE>
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (No. 333-03260) pertaining to the 401(k) Savings Plan of Littelfuse,
Inc. of our report dated May 15, 1998, with respect to the financial statements
and schedules of the Littelfuse, Inc. 401(k) Savings Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1997.
Ernst & Young LLP
June 24, 1998
Chicago, Illinois
