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 July 1, 2000 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 July 1, 2000, 20,113,496 shares of common stock, $.01 par value,
of the Registrant and warrants to purchase 1,979,905 shares of common stock,
$.01 par value, of the Registrant were outstanding.
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements
Condensed Consolidated Statements of Income for the periods ended
July 1, 2000 and July 3, 1999 ..........................................1
Condensed Consolidated Balance Sheets for the periods ended
July 1, 2000 and January 1, 2000 .......................................2
Condensed Consolidated Statements of Cash Flows for the periods ended
July 1, 2000 and July 3, 1999 ..........................................3
Notes to the Condensed Consolidated Financial Statements................4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ............................................6
Item 3. Qualitative and Quantitative Disclosures about Market Risk ...... 11
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.............. 11
Item 6. Exhibits and Reports on Form 8-K...................................12
<PAGE>
<TABLE>
CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
(In thousands, except per share data)
(unaudited)
For the Three For the Six
Months Ended Months Ended
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net Sales $ 97,356 $ 72,094 $ 192,676 $ 141,065
Cost of Sales 58,006 44,041 114,097 87,225
---------- ----------- ------------ -----------
Gross Profit 39,350 28,053 78,579 53,840
Selling, general and administrative expenses 17,921 12,949 35,693 25,545
Research and development expenses 2,876 2,499 5,407 4,886
Amortization of intangibles 1,823 1,743 3,548 3,484
------------ ------------ -------------- ------------
Operating Income 16,730 10,862 33,931 19,925
Interest expense 1,199 1,353 2,424 2,695
Other (income) /expense (1,368) (176) (1,602) (557)
------------ -------------- ----------------- --------------
Income before income taxes 16,899 9,685 33,109 17,787
Income Taxes 6,252 3,680 12,249 6,759
Net Income $ 10,647 $ 6,005 $ 20,860 $ 11,028
Net income per share -Basic $ 0.54 $ 0.31 $ 1.06 $ 0.56
-Diluted $ 0.48 $ 0.28 $ 0.94 $ 0.51
Weighted-average shares and
Equivalent shares outstanding -Basic 19,874 19,461 19,702 19,633
============= ============== ============= ===========
-Diluted 22,381 21,625 22,217 21,777
============= ============== ============= ===========
</TABLE>
<PAGE>
<TABLE>
CONDENSED CONSOLIDATED
BALANCE SHEETS
(In thousands)
(unaudited)
July 1, January 1,
2000 2000
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 10,824 $ 1,888
Receivables 67,397 59,583
Inventories 58,635 48,916
Other current assets 10,923 8,750
----------- -----------
Total current assets $ 147,779 $ 119,137
Property, plant, and equipment, net 89,606 91,791
Reorganization value, net 32,485 33,943
Other intangible assets, net 27,690 29,570
Other assets 581 1,257
------------- -----------
$ 298,141 $ 275,698
============= ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities excluding current portion
<S> <C> <C>
of long-term debt 59,633 57,241
Current portion of long-term debt 17,831 20,974
------------ -----------
Total current liabilities 77,464 78,215
Long-term debt 55,287 55,460
Deferred liabilities 4,490 4,490
Other long-term liabilities 830 501
Shareholders' Equity 160,070 137,032
------------ -----------
Shares issued and outstanding: 20,113,496
$ 298,141 $ 275,698
========== ===========
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED CONDENSED
STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
For the Three For the Six
Months Ended Months Ended
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
Operating activities:
<S> <C> <C> <C> <C>
Net income $10,647 $ 6,005 $20,860 $ 11,028
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation 4,902 4,060 9,864 8,328
Amortization 1,823 1,742 3,548 3,484
Changes in operating assets and liabilities:
Accounts receivable (1,468) (3,232) (8,399) (9,641)
Inventories (2,783) (408) (9,494) (1,090)
Accounts payable and accrued expenses (9) 2,852 2,109 4,250
Other, net 1,301 602 (1,308) (234)
---------- ---------- ---------- ------------
Net cash provided by operating activities $14,413 $ 11,621 $17,180 $ 16,125
Cash used in investing activities:
Purchases of property, plant, and equipment, net (4,223) (6,428) (8,059) (11,431)
---------- ----------- ---------- -----------
Net cash provided by (used in) investing activities (4,223) (6,428) (8,059) (11,431)
Cash provided by (used in) financing activities:
Payments of long-term debt, net (4,914) (355) (2,741) (476)
Proceeds from exercise of stock options and warrants 2,743 46 3,549 114
Purchase of common stock and warrants 0 (643) (108) (10,476)
---------- ---------- ----------- -----------
Net cash provided by (used in) financing activities (2,171) (952) 700 (10,838)
Effect of exchange rate changes on cash (636) 151 (886) 21
---------- ----------- ----------- ------------
Increase/ (decrease) in cash and cash equivalents 7,383 4,392 8,935 (6,123)
Cash and cash equivalents at Beginning of period 3,441 17,446 1,889 27,961
--------- ----------- ----------- ----------
Cash and cash equivalents at end of period $10,824 $ 21,838 $10,824 $ 21,838
========= ========== =========== ===========
</TABLE>
<PAGE>
Notes to Condensed Consolidated Financial Statements
(Unaudited)
July 1, 2000
1. Basis of Presentation
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
of normal recurring accruals, considered necessary for a fair presentation have
been included. Operating results for the period ended July 1, 2000, are not
necessarily indicative of the results that may be expected for the year ending
December 30, 2000. For further information, refer to the Company's consolidated
financial statements and the notes thereto incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended January 1, 2000.
2. Inventories
The components of inventories are as follows (in thousands):
<TABLE>
July 1, January 1,
2000 2000
<S> <C> <C>
Raw material $14,923 $ 12,684
Work in process 16,591 14,854
Finished goods 27,121 21,378
------- --------
Total $58,635 $ 48,916
======= ========
</TABLE>
<PAGE>
3. Per Share Data
Net income per share amounts for the three months and six months ended July 1,
2000 and July 3, 1999 are based on the weighted average number of common and
common equivalent shares outstanding during the periods as follows (in
thousands, except per share data): <TABLE>
Three months Six months
ended ended
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Average shares outstanding 19,874 19,461 19,702 19,633
Net effect of dilutive stock options,
warrants and restricted shares
- Basic - - - -
--------- ---------- ----------- ---------
- Diluted 2,507 2,164 2,514 2,144
--------- ---------- ----------- ---------
Average shares outstanding
- Basic 19,874 19,461 19,702 19,633
========= ========== =========== =========
- Diluted 22,381 21,625 22,217 21,777
========= ========== =========== =========
Net income $ 10,647 $ 6,005 $ 20,860 $ 11,028
========= ========== =========== =========
Net income per share
- Basic $ 0.54 $ 0.31 $ 1.06 $ 0.56
========= ========== =========== =========
- Diluted $ 0.48 $ 0.28 $ 0.94 $ 0.51
========= ========== =========== =========
</TABLE>
4. Comprehensive Income
In accordance with Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," total comprehensive income for the three
months ended July 1, 2000, and July 3, 1999, was approximately $10.1 million and
$5.6 million, respectively, and the six months ended July 1, 2000 and July 3,
1999 was $19.6 and $9.2 million, respectively. The adjustment for comprehensive
income is related to the Company's foreign currency translation.
<PAGE>
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Results of Operations
Sales for the second quarter 2000 increased 35% or $25.3 million to $97.4
million, compared to $72.1 million in the second quarter of 1999. Growth in
worldwide demand for electronic products, particularly in the communications and
wireless markets, continued to be the driving force behind the record sales
increase.
Sales in the Americas increased 29% over the second quarter of 1999 primarily
due to continued strength in the electronics market. Sales in Europe grew 44% in
dollars and 57% in constant currency, and in the Asia-Pacific region sales
increased 44% in dollars and 43% in constant currency.
Electronic sales increased to $60.7 million in the second quarter of 2000 from
$35.2 million in the same quarter of last year for an increase of $25.5 million
or 73%. Excluding sales of suppression products, acquired in October 1999, sales
of electronic products increased $16.8 million or 47% over the prior year.
Automotive sales increased to $26.1 million in the second quarter 2000 from
$25.2 million in the same quarter last year for an increase of $0.8 million or
3%. Automotive sales excluding suppression products were down 1%, as higher US
automotive OEM sales were offset by lower U.S. aftermarket sales and the effects
of the weaker Euro. Power fuse sales decreased $1.1 million or 10% to $10.5
million in the second quarter 2000 from $11.7 million in the same quarter last
year. The decline in power fuse sales over last year was due primarily to the
effects of a $2.0 million marketing promotion during the second quarter of 1999.
Gross margin was $39.4 million or 40.4% of sales for the second quarter of 2000
compared to $28.1 million or 38.9% in the same quarter last year. Operating
income increased to $16.7 million or 17.2% of sales in the second quarter of
2000 compared to $10.9 million or 15.1% in the prior year. The continued benefit
from higher unit volumes, an improved pricing environment as compared to the
prior year and ongoing cost reduction activities contributed to the increase in
operating income.
Operating expenses, excluding amortization, were $20.8 million or 21.4% of sales
for the second quarter of 2000 compared to $15.4 million or 21.4% of sales for
the same quarter in the prior year. Amortization of the reorganization value and
other intangibles decreased to 1.9% of sales for the second quarter of 2000,
from 2.4 % of sales in the second quarter of 1999 due to increased sales. Total
operating expenses, including intangible amortization, were 23.2% of sales in
the second quarter 2000 compared to 23.8% of sales in the same quarter last
year.
Interest expense was $1.2 million in the second quarter of this year compared to
$1.4 million in the second quarter of last year due to lower average debt
levels. Other income was $1.4 million for the second quarter of 2000 compared to
$0.2 million in the second quarter of the prior year. Contributing to other
income were gains from the sale of a non-circuit protection product line and
foreign currency gains related to the settlement of foreign liabilities.
Income before income taxes was $16.9 million for the second quarter 2000
compared to $9.7 million for the second quarter of 1999. Income taxes were $6.3
million with an effective tax rate of 37% for the second quarter of 2000
compared to $3.7 million with an effective tax rate of 38 % in the second
quarter of last year.
Net income increased 77% to $10.6 million in the second quarter this year
compared to $6.0 million in the second quarter of last year and diluted earnings
per share increased 71% to $0.48 in the second quarter this year compared to
$0.28 per diluted share in the same quarter last year.
Six Months, 2000
Sales for the first six months increased 37% to $192.7 million from $141.1
million last year. Six months electronics sales were up 72% at $117.8 million
compared to $68.4 million last year. Automotive sales were up 4% at $53.8
million compared to $51.5 million last year. Power fuse sales were flat at $21.1
million from $21.2 million last year.
Gross margin was $78.6 million or 40.8% for the first six months of 2000
compared to $53.8 million or 38.2% the first six months of last year. Operating
income for the first six months of 2000 increased 70% to $33.9 million from
$19.9 million last year. Net income increased 89% to $20.9 million from $11.0
million last year. Earnings per diluted share increased 85% to $0.94 the first
six months of 2000 compared to $0.51 for the same period last year.
Operating expenses were 21.3% of sales for the first six months of 2000 compared
to 21.6% last year. The amortization of intangibles was 1.8% of sales for the
first half of 2000 compared to 2.5% last year. Total operating expenses
including intangibles amortization were 23.2% of sales the first six months 2000
compared to 24.0% of sales the first six months of last year.
Interest expense was $2.4 million for the first half 2000 compared to $2.7
million last year. Other income was $1.6 million for the first six months of
2000 compared to $0.6 million for the same period last year. Income before taxes
was $33.1 million for the first half of 2000 compared to $17.8 million the first
half of last year. Income taxes were $12.3 million the first six months 2000
compared to $6.8 million last year.
Net income for the first six months of 2000 increased 89% to $20.9 million from
$11.0 million for the same period last year. Earnings per share for the first
six months of 2000 increased 13% to $0.81 per diluted share compared to $0.72
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 both its operations and its current debt obligations for the foreseeable
future.
Littelfuse started the 2000 year with $1.9 million of cash. Net cash provided by
operations was $17.2 million for the first six months. Net cash used to invest
in property, plant and equipment was $8.1 million. Cash used to repay long term
debt and to repurchase stock was $2.8 million. In addition, proceeds from
warrant and stock option exercises were $3.5 million, resulting in net cash
provided by financing activities of $0.7 million. The net increase in cash for
the six months ended July 1, 2000 was $8.9 million. This left the Company with a
cash balance of approximately $10.8 million at July 1, 2000.
The ratio of current assets to current liabilities was 1.9 to 1 at the end of
the second quarter 2000 compared to 1.5 to 1 at year end 1999 and 2.1 to 1 at
the end of the second quarter 1999. The days sales in receivables was
approximately 63 days at the end of the second quarter 2000 compared to 68 days
at year end 1999 and 69 days at second quarter end 1999. The days inventory
outstanding was approximately 90 days at second quarter end 2000 compared to 94
days at year-end 1999 and 75 days at second quarter end 1999. Despite the
increased working capital required to support higher sales, management is
committed to improve working capital levels in the remainder of 2000.
The Company's capital expenditures were $4.2 million for the second quarter
2000. The Company expects that capital expenditures, which are primarily for new
machinery, equipment and information systems, will be approximately $20-22
million in 2000.
The long-term debt at the end of the second quarter 2000 consisted of five types
totaling $73.1 million. They are as follows: (1) private placement notes
totaling $64.0 million, (2) foreign revolver borrowings totaling $3.2 million,
(3) notes payable relating to mortgages totaling $0.4 million, (4) U.S. revolver
borrowings totaling $4.0 million and (5) other long-term debt, including capital
leases, totaling $1.5 million. These five items include $17.8 million of senior
notes and mortgage notes, which are considered to be current liabilities. This
leaves net long-term debt totaling $55.3 million at July 1, 2000. The private
placement notes carry interest rates of 6.31% and 6.16%. The Company has a $55.0
million revolver in the U.S., of which $51.0 million was available at July 1,
2000. The bank revolver loan notes carry an interest rate of prime or LIBOR plus
0.375%, which currently is approximately 7.0%. The Company also has an $8.0
million letter of credit facility, of which approximately $1.6 million was being
used at July 1, 2000
Business Segment Information
The Company designs, manufactures and sells circuit protection devices
throughout the world. The Company has three reportable geographic segments: The
Americas, Europe and Asia-Pacific. The circuit protection market in these
geographical segments is categorized into three major product areas: electronic,
automotive and power fuses.
The Company evaluates the performance of each geographic segment based on its
net income or loss. The Company also accounts for intersegment sales as if the
sales were to third parties.
The Company's reportable segments are the business units where the revenue is
earned and expenses are incurred. The Company has subsidiaries in The Americas,
Europe, and Asia-Pacific where each region is measured based on its sales and
operating income or loss.
Information concerning the operations in these geographic segments for the
period ended July 1, 2000 and July 3, 1999, is as follows (in thousands):
<TABLE>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
Revenues July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
<S> <C> <C> <C> <C>
The Americas $55,683 $43,199 $112,135 $82,012
Europe 16,193 11,429 33,716 25,074
Asia-Pacific 25,480 17,646 46,825 33,978
------- ------- ------- ------
Combined Total 97,353 72,094 192,676 141,065
Corporate 0 0 0 0
Reconciliation 0 0 0 0
-- -- -- --
Consolidated Total 97,358 72,094 192,677 141,065
======= ======= ======== =======
Intersegment Revenues
The Americas $10,535 $7,146 $20,224 $15,231
Europe 11,421 2,717 15,052 5,373
Asia-Pacific 1,648 869 3,087 1,642
------ ---- ------ -----
Combined Total 23,604 10,732 38,363 22,246
Corporate 0 0 0 0
Reconciliation (23,604) (10,732) (38,363) (22,246)
-------- -------- -------- --------
Consolidated Total 0 0 0 0
======== ======== ======== ========
Interest Expense
The Americas $ 1,102 $ 1,296 $2,225 $2,577
Europe 34 3 71 3
Asia-Pacific 63 54 128 115
------- -------- ------- -------
Combined Total 1,199 1,353 2,424 2,695
Corporate 0 0 0 0
Reconciliation 0 0 0 0
------- -------- ------- -------
Consolidated Total 1,199 1,353 2,424 2,695
Depreciation and Amortization
The Americas $ 2,851 $ 2,365 $5,751 $4,892
Europe 692 331 1,394 661
Asia-Pacific 990 852 1,978 1,751
------- -------- ------- -------
Combined Total 4,533 4 9,123 7,304
Corporate 2,192 2,254 4,289 4,508
Reconciliation 0 0 0 0
------- -------- ------- -------
Consolidated Total 6,725 5,802 13,412 11,812
Other income (loss)
The Americas $ 1,175 $ 247 $1,173 $ 538
Europe 130 26 267 137
Asia-Pacific 63 (98) 162 (118)
------- -------- -------- --------
Combined Total 1,368 175 1,602 557
Corporate 0 0 0 0
Reconciliation 0 0 0 0
------- -------- -------- --------
Consolidated Total 1,368 175 1,602 557
Income Tax Expense
The Americas $ 3,573 $ 2,019 $7,287 $2,910
Europe 1,364 947 2,747 2,266
Asia-Pacific 1,315 714 2,215 1,583
------- -------- -------- --------
Combined Total 6,252 3,680 12,249 6,759
Corporate 0 0 0 0
Reconciliation 0 0 0 0
------- -------- -------- -------
Consolidated Total 6,252 3,680 12,249 6,759
Net Income
The Americas $ 7,394 $ 5,291 $14,508 $9,251
Europe 2,252 1,631 5,380 3,993
Asia-Pacific 3,195 1,337 5,282 2,292
------- -------- -------- -------
Combined Total 12,841 8,259 25,170 15,536
Corporate (2,194) (2,254) (4,310) (4,508)
Reconciliation 0 0 0 0
-- -- -- --
Consolidated Total 10,647 6,005 20,860 11,028
Revenues
Electronic $60,723 $35,173 $117,800 $68,371
Automotive 26,088 25,244 53,781 51,531
Power 10,545 11,677 21,095 21,163
------- ------- ------- ------
Consolidated Total 97,356 72,094 192,676 141,065
</TABLE>
Revenues from no single customer of the Company amount to 10% or more for the
quarter ended July 1, 2000.
"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 assumptions, 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, currency rate
fluctuations, and other factors discussed above and in the Company's Annual
Report on Form 10-K for the year ended January 1, 2000. 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 report 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
1, 2000.
Item 3. Qualitative and Quantitative Disclosures about Market Risk
The Company is exposed to market risk from changes in interest rates, foreign
exchange rates and commodities.
The Company had long-term debt outstanding at July 1, 2000 in the form of Senior
Notes and lines of credit at both variable and fixed interest rates. Since
substantially all of the debt has fixed interest rates, the Company's interest
expense is not sensitive to changes in interest rate levels.
A portion of the Company's operations consists of manufacturing and sales
activities in foreign countries. The Company has manufacturing facilities in
Mexico, England, Ireland, Switzerland, South Korea, China and the Philippines.
Substantially all sales in Europe are denominated in Dutch Guilders, British
Pounds Sterling, United States Dollars and Euros and substantially all sales in
the Asia-Pacific region are denominated in United States Dollars and South
Korean Won.
The Company's identifiable foreign exchange exposures result from the purchase
and sale of products from affiliates, repayment of intercompany trade and loan
amounts and translation of local currency amounts in consolidation of financial
results. Changes in foreign currency exchange rates or weak economic conditions
in the foreign countries in which it manufactures and distributes products could
affect the Company's sales and financial results. Other than utilizing netting
and offsetting intercompany account management techniques to reduce known
exposures, the Company does not use derivative financial instruments to mitigate
its foreign currency risk at the present time.
The Company uses various metals in the production of its products, including
zinc, copper and silver. The Company's earnings are exposed to fluctuations in
the prices of these commodities. The Company does not currently use derivative
financial instruments to mitigate this commodity price risk.
PART II - OTHER INFORMATION
Item 4: Submission of Matters to a Vote of Security Holders
The annual meeting of stockholders of Littelfuse, Inc. was
held on April 28, 2000. The following matters were voted upon
at this annual meeting and the results of such votes are
provided below:
1. Election of six nominees to the Board of Directors to serve terms of one
year or until their successors are elected:
<TABLE>
(i) Howard B. Witt
Withhold Broker
<S> <C> <C> <C> <C>
For 17,142,631 Authority 445,445 Abstentions ___ Nonvotes ___
(ii) John Driscoll
Withhold Broker
For 17,141,831 Authority 446,245 Abstentions ___ Nonvotes ___
(iii) Anthony Grillo
Withhold Broker
For 17,138,831 Authority 449,245 Abstentions ___ Nonvotes ___
(iv) Bruce A. Karsh
Withhold Broker
For 17,140,631 Authority 447,445 Abstentions ___ Nonvotes ___
(v) John E. Major
Withhold Broker
For 17,140,231 Authority 447,845 Abstentions ___ Nonvotes ___
(vi) John J. Nevin
Withhold Broker
For 17129381 Authority 458,695 Abstentions ___ Nonvotes ___
</TABLE>
2. Approval and ratification of the Directors' appointment of Ernst & Young
LLP as the Company's independent auditors for the year ending December 30,
2000
<TABLE>
Broker
<S> <C> <C> <C> <C>
For 17,556,479 Against 8,475 Abstentions 23,122 Nonvotes ___
---------- ----- -------
</TABLE>
3. Approval of an amendment to the 1993 Stock Plan for employees and directors
of Littelfuse, Inc. which would 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 1,800,000 to
2,400,000 shares
<TABLE>
Broker
<S> <C> <C> <C> <C>
For 15,048,525 Against 2,477,987 Abstentions 61,564 Nonvotes ___
---------- --------- --------
</TABLE>
Item 6: Exhibits and Reports on Form 8-K
<TABLE>
(a) Exhibit Description
<S> <C> <C>
Exhibit 4.12 Form of Restricted Share Agreement
Exhibit 10.1 1993 Stock Plan for Employees and Directors of Littelfuse, Inc.,
as amended
Exhibit 10.2 Stock Plan for Employees and Directors of Littelfuse, Inc.,
as amended
Exhibit 27 Financial Data Schedule
(b) There were no reports on Form 8-K filed during the
quarter ended July 1, 2000.
</TABLE>
<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 July 1, 2000, to be signed on its behalf by the undersigned thereunto duly
authorized.
Littelfuse, Inc.
Date: August 15, 2000 By /s/ Philip G. Franklin
--------------------------------
Philip G. Franklin Vice
President, Treasurer, and
Chief Financial Officer (As
duly authorized officer and
as the principal financial
and accounting officer)
