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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to ____
Commission file number 0-20388
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
LITTELFUSE, INC. 401 (K) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office. Littelfuse, Inc. 800 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
Years ended December 31, 1998 and 1997
with Report of Independent Auditors
Employer Identification #36-3795742
Plan #002
<PAGE>
Littelfuse, Inc. 401(k) Savings Plan
Financial Statements
and Supplemental Schedules
Years ended December 31, 1998 and 1997
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, 1998 ...........3
Statement of Changes in Assets Available for Benefits,
With Fund Information, Year Ended December 31, 1997............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>
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, 1998 and 1997,
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, 1998 and 1997, 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, 1998, and reportable transactions for the
year then ended, are presented for purposes of additional analysis and are not a
required part of the financial statements, but are supplementary information
required by 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. These supplemental schedules
are the responsibility of the Plan's management. 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.
Ernst & Young LLP
May 13, 1999
<PAGE>
<TABLE>
EIN 36-3795742
Plan #002
Littelfuse, Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31
1998 1997
------------------------------------
Investments, at fair value:
<S> <C> <C>
Prime Reserve Fund $ 3,290,863 $ 2,443,644
New Income Fund 1,512,272 1,412,881
Equity Income Fund 6,188,713 5,669,040
Growth Stock Fund 7,187,161 4,996,524
New Horizons Fund 2,613,987 2,484,758
International Stock Fund 588,030 524,428
Littelfuse, Inc. Common Stock 1,113,140 1,405,754
Equity Index Fund 527,353 -
Participant loans 482,634 356,701
------------------------------------
23,504,153 19,293,730
Contributions receivable:
Participant 49,731 44,130
Employer 13,101 -
------------------------------------
62,832 44,130
------------------------------------
Total assets 23,566,985 19,337,860
Excess contributions payable:
Participant 5,429 -
Employer 14,717 -
------------------------------------
Total liability 20,146 -
------------------------------------
Net assets available for benefits $23,546,839 $19,337,800
====================================
See accompanying notes.
</TABLE>
<PAGE>
<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, 1998
Prime New Equity Growth New
Reserve Income Income Stock Horizons
Total Fund Fund Fund Fund Fund
-------------------------------------------------------------------------------
------------------------------------------------------------------
Additions
<S> <C> <C> <C> <C> <C>
Employer contributions $ 584,951$ 86,276 $ 44,276 $ 133,262 $ 139,087 $ 95,631
Forfeitures (45,083) (38,706) (570) (3,740) (639) (805)
Participant contributions 2,443,748 264,574 154,936 591,325 644,450 406,952
Investment income 1,802,176 143,198 115,681 469,048 881,136 138,618
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total additions 4,785,792 455,342 314,323 1,189,895 1,664,034 640,396
Deductions
Distributions to participants (985,518) (156,111) (60,895) (297,322) (205,315) (144,797)
Net participant loan activity (13,555) (10,247) (30,063) (39,499) (33,441)
Net transfers (to) from other funds 561,543 (101,147) (388,959) 193,301 (346,533)
Net realized and unrealized
appreciation(depreciation) in fair value of
investments 408,705 - (42,643) 46,122 578,116 13,604
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Net increase (decrease) 4,208,979 847,219 99,391 519,673 2,190,637 129,229
Net assets available for benefits at beginning
of year 19,337,860 2,443,644 1,412,881 5,669,040 4,996,524 2,484,758
===============================================================================
Net assets available for benefits at end of year
$23,546,839 $3,290,863 $1,512,272 $6,188,713 $7,187,161 $2,613,987
===============================================================================
Littelfuse,
International Inc. Equity Index Excess
Stock Common Fund Participant Contributions Contributions
Fund Stock Loans Receivable Payable
---------------------------------------------------------------------------------------------
-------------------------------------------------------------
Additions
Employer contributions $ 26,113 $ 58,492 $ 3,430 $ - $13,101 $(14,717)
Forfeitures (322) (301) - - - -
Participant contributions 114,634 254,057 12,648 - 5,601 (5,429)
Investment income 21,361 - 2,776 30,358 - -
---------------------------------------------------------------------------------------------
-------------------------------------------------------------
Total additions 161,786 312,248 18,854 30,358 18,702 (20,146)
Deductions
Distributions to participants (25,933) (79,197) - (15,948) - -
Net participant loan activity (6,502) (9,237) 662 141,882 - -
Net transfers (to) from other funds (119,073) (218,306) 449,533 (30,359) - -
Net realized and unrealized
appreciation(depreciation) in
fair value of investments 53,324 (298,122) 58,304 - - -
---------------------------------------------------------------------------------------------
-------------------------------------------------------------
Net increase (decrease) 63,602 (292,614) 527,353 125,933 18,702 (20,146)
Net assets available for benefits
at beginning of year 524,428 1,405,754 - 356,701 44,130 -
=============================================================================================
Net assets available for benefits
at end of year $588,030 $1,113,140 $527,353 $482,634 $62,832 $(20,146)
=============================================================================================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
EIN 36-3795743
PLAN #002
Littelfuse, Inc. 401(k) Savings Plan
Statement of Changes in 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
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
===================================================================================
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
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 (21,816) 24,533 - - -
value of investments
--------------------------------------------------------------------------------------
-------------------------------------------------
Net increase (decrease) 65,672 324,674 55,236 (38,796) 50,190
Assets available for benefits at
beginning of year 458,756 1,081,080 301,465 82,926 (50,190)
======================================================================================
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
Littelfuse, Inc. 401(k) Savings Plan
Notes to Financial Statements
Years ended December 31, 1998 and 1997
1. Description of the Plan
The following description of the Littelfuse, Inc. 401(k) Savings Plan (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).
All employees of the Company who have completed 90 days of service are eligible
to participate in the Plan.
Participants 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, subject to certain limitations. Highly compensated
participants, as defined by the Internal Revenue Service (IRS), are subject to
more restrictive maximum limits. Participants are immediately vested in their
contributions and earnings thereon. Participant contributions and Plan earnings
are not currently taxable to the participants as income.
The Company matches participant contributions 50 cents on the dollar for the
first 3% of the participant's gross wages. Participants become 100% vested in
the Company contribution after two years of service. Forfeitures are used to
offset future Company contributions.
<PAGE>
Littelfuse, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
<TABLE>
1. Description of the Plan (continued)
The following investment options are available to participants:
<S> <C> <C> <C> <C> <C> <C>
T. Rowe Price A money market fund managed to maintain a stable share price
Prime Reserve Fund 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. Invests in Littelfuse, Inc. common stock.
Common Stock
T. Rowe Price The Fund's objective is to match the performance of the S&P Equity
Index Fund 500 Stock Index. This was new to the Plan in 1998.
</TABLE>
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 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.
<PAGE>
1. Description of the Plan (continued)
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.
2. Significant Accounting Policies
Investments
The investments of the 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. Participant loans are stated at cost which
approximate fair value.
Distributions
Distributions to participants are recorded by the Plan when actual payments are
made.
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.
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
1998 1997
-----------------------------------
<S> <C> <C>
T. Rowe Price Prime Reserve Fund $3,290,863 $2,443,644
T. Rowe Price New Income Fund 1,512,272 1,412,881
T. Rowe Price Equity Income Fund 6,188,713 5,669,040
T. Rowe Price Growth Stock Fund 7,187,161 4,996,524
T. Rowe Price New Horizons Fund 2,613,987 2,484,758
Littelfuse, Inc. Common Stock - 1,405,754
</TABLE>
<PAGE>
4. Income Tax Status
The IRS ruled on September 19, 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.
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 determined that it will be necessary to take certain steps in
order to ensure that the Plan's information systems are prepared to handle year
2000 dates. The Company is taking a two phase approach. The first phase
addresses internal systems that must be modified or replace to function
properly. Both internal and external resources are being utilized to replace or
modify existing software applications and test the software and equipment for
the Year 2000 modifications. The Company anticipates substantially completing
this phase of the project by mid-1999. Costs associated with modifying software
and equipment are not estimated to be significant and will be paid by the
Company.
For the second phase of the project, Plan management established formal
communications with its third-party service providers to determine that they
have developed plans to address their own Year 2000 problems as they relate to
the Plan's operations. All third-party service providers have indicated that
they will be Year 2000 compliant by the end of 1999. If modifications of data
processing systems of either the Plan, the Company, or its service providers are
not completed timely, the Year 2000 problem could have a material impact on the
operations of the Plan. Plan management has not developed a contingency plan,
because they are confident that all systems will be Year 2000 ready.
<PAGE>
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, 1998
Description
Identity of Issuer of Current
Description Shares Cost Value
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*T. Rowe Price Prime Reserve Fund 3,290,863 $ 3,290,863 $ 3,290,863
*T. Rowe Price New Income Fund 171,654 1,538,982 1,512,272
*T. Rowe Price Equity Income Fund 235,133 5,009,214 6,188,713
*T. Rowe Price Growth Stock Fund 224,109 5,770,421 7,187,161
*T. Rowe Price New Horizons Fund 111,996 2,335,767 2,613,987
*T. Rowe Price International Stock Fund 39,228 541,739 588,030
*T. Rowe Price Equity Index Fund 15,798 469,049 527,353
*Littelfuse, Inc. Common Stock 57,825 1,130,252 1,113,140
Participant Loans Loans receivable with
varying maturities and
interest rate of 8% - 482,634
=====================================
$20,086,287 $23,504,153
=====================================
*Indicates party in interest to the Plan.
</TABLE>
<PAGE>
<TABLE>
EIN 36-3795742
Plan #002
Littelfuse, Inc. 401(k) Savings Plan
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1998
Current
Value of
Asset on Net
Identity of Description Purchase Selling Transaction Gain
Party Involved of Assets Price Price Cost of Asset Date (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Category (iii) - Series of transactions in excess of 5% of plan assets
<S> <C> <C> <C> <C> <C>
T. Rowe Price Mutual stock fund $2,297,751 $ - $2,297,751 $2,297,751 $ -
Growth Stock Fund
- 687,598 577,228 687,598 110,370
T. Rowe Price Mutual stock fund 968,522 - 968,522 968,522 -
New Horizons Fund
- 854,298 787,255 854,298 67,043
T. Rowe Price Mutual stock fund 1,678,421 - 1,678,421 1,678,421 -
Equity Income Fund
- 1,206,962 955,676 1,206,962 251,286
T. Rowe Price Mutual money market fund 1,644,948 - 1,644,948 1,644,948 -
Prime Reserve Fund
- 823,429 778,346 823,429 45,083
T. Rowe Price Mutual stock fund 565,198 - 565,198 565,198 -
New Income Fund
- 423,163 423,847 423,163 (684)
There were no category (i), (ii), or (iv) reportable transactions for the year
ended December 31, 1998.
</TABLE>
<PAGE>
Signatures
The plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
/s/ Paul Dickinson
-------------------------------------------
Name: Paul Dickinson, on behalf of
Littelfuse, Inc. 401 (k) Savings Plan
<PAGE>
Exhibit 2.3
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 Littelfuse, Inc. 401(k) Savings
(Plan), of our report dated May 13, 1999, 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, 1998.
Ernst & Young LLP
June 25, 1999
Chicago, Illinois
