Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Mark One) for the fiscal year ended December 28, 1996January 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 of (I.R.S. Employer Identification No.)
incorporation or organization)
800 East Northwest Highway,
Des Plaines, Illinois 60016
(Address of principal executive offices) (Zip Code)
847/824-1188
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value, and Warrants to purchase shares of Common Stock, $.01 par value
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x][ ]
The aggregate market value of 8,414,22419,734,809 shares of voting stock held by
non-affiliates of the registrant was approximately $401,779,196$520,505,587 based on the
last reported sale price of the registrant's Common Stock, $.01 par value, as
reported on the NASDAQ National Market SystemNasdaq stock market on March 14,
1997.13, 1998.
As of March 14, 1997,13, 1998, the registrant had outstanding 9,851,05420,932,212 shares
of Common Stock, $.01 par value, and Warrants to purchase 2,086,2252,789,663 shares of
Common Stock, $.01 par value.
ThePortions of the following documents have been incorporated herein by
reference to the extent indicated herein:
Littelfuse, Inc. Proxy Statement dated March 19, 199724, 1998 (the "Proxy
Statement") -- Part--Part III.
Littelfuse, Inc. Annual Report to Stockholders for the year ended December 28, 1996January
3, 1998 (the "Annual Report") -- Parts II and III.
Part I
ITEM 1. BUSINESS
General
Littelfuse, Inc. (the "Company" or "Littelfuse") is a leading
manufacturer and seller of fuses and other circuit protection devices for use in
the electronic, automotive and general industrial markets. Management believes
the Company is ranked first in market share in the electronic market, first in
the automotive market and third in the power fuse market in North America.
Management believes that the Company, together with its licensees, is also first
in market share in the electronic market and first in the automotive market
worldwide.
In the electronic market, leading manufacturers such as Amana,3Com, Canon,
Compaq, Daewoo, Hewlett Packard, IBM, LG Electronics, Lucent Technologies, Motorola,
Nortel, Panasonic, Samsung, Sharp, Sony, Toshiba and US RoboticsToshiba obtain a substantial
portion of their electronic circuit protection requirements from the Company. In
the automotive market, the Company or its licensees have customer relationships
with all leading automobile manufacturers throughout the world. Littelfuse
provides substantially all of the automotive fuse requirements for vehicles
manufactured domestically by General Motors Corporation and is the primary
supplier for Ford Motor Company, Chrysler Corporation and all Japanese and most
European auto manufacturer transplants. The Company also competes in the power
fuse market selling to companies such as the Allen Bradley division of Rockwell
International and Reliance Electric. In addition to fuses, the Company
manufactures and supplies relays, switches, circuit breakers and indicator lights to the
automotive industry and to appliance and general electronics manufacturers. See
"Business Environment: Circuit Protection Market."
The Company manufactures its products on fully integrated manufacturing
and assembly equipment, much of which is designed and built by its own
engineers. The Company fabricates and assembles a majority of its products and
maintains product quality through a rigorous quality assurance program with all
sites (except the Philippines) certified under ISO 9000 standards and its world
headquarters now certified under the QS9000 standards.
The Company's products are sold worldwide through a direct sales force
and manufacturers' representatives. In Asia Pacific, the Company has licensed
its automotive fuse technology to a Japanese firm that supplies automotive fuses
to Pacific Rim customers. For the year ended December 28,
1996,January 3, 1998, approximately 39%41%
of the Company's net sales were to customers outside the United States (exports
and foreign operations).
The Company was incorporated under the laws of the State of Delaware on
November 25, 1991. The Company is the successor to the business and assets of a
corporation of the same name ("Old Littelfuse"), which was originally formed in
1927 and subsequently acquired by Tracor, Inc. ("Tracor") in 1968. Any
references to performance, financial results or other aspects of the Company
prior to December 27, 1991, relate to Old Littelfuse.
References herein to "1994" or "fiscal 1994" refer to the
calendar year ended December 31,
1994. References herein to "1995" or "fiscal 1995" refer to the calendar year
ended December 31, 1995. References herein to "1996" or "fiscal 1996" refer to
the fiscal year ended December 28, 1996. Background: The Reorganization
The Company's predecessor, Old Littelfuse, was one of a
number of wholly owned subsidiaries of Tracor. In additionReferences herein to manufacturing fuses and other circuit protection and control
devices through Old Littelfuse, Tracor and its subsidiaries
were involved in a wide range of commercial and defense
related businesses. On October 9, 1987, Tracor was acquired
by Westmark Systems, Inc. ("Westmark") in a highly leveraged
transaction. Due to heavy debt service requirements and
adverse conditions in the defense industry and the resulting
negative impact on the operating results of its defense
related businesses, the senior lenders and certain other
creditors of Tracor reached an agreement in principle to
restructure Tracor and its affiliates through voluntary
bankruptcy proceedings. Accordingly, Tracor and its
affiliates, including Old Littelfuse, filed voluntary
petitions for reorganization on February 15, 1991, under
Chapter 11 of the United States Bankruptcy Code. On
December 6, 1991, the Bankruptcy Court approved the
Littelfuse Plan of Reorganization for Old Littelfuse ("the
Plan"). The Plan, which was implemented effective as of
December 27, 1991, resulted in the Company receiving
substantially all of the assets and businesses of Old
Littelfuse. Pursuant"1997" or "fiscal
1997" refer to the Plan, the indebtedness of Old
Littelfuse was restructured with the Company entering new
credit arrangements with the secured lenders. The secured
lenders and other unsecured creditors of Old Littelfuse were
issued equity in the Company as successor entities.fiscal year ended January 3, 1998. Business Environment:
Circuit Protection Market
The circuit protection market can be broadly categorized into five
major product areas: electronic, automotive, indus
trialindustrial (power), high voltage
and residential. The Company sells products designed for the electronic,
automotive and industrial areas. The Company entered the circuit protection
market in 1927 with the development and introduction of the first small,
fast-acting fuse capable of protecting sensitive test meters. Since that time,
the Company has diversified its involvement in the circuit protection market to
become a leader in the production of electronic and automotive fuses. The
Company also entered the power fuse market in 1983 with a broad line of fuses,
including several proprietary products. The Company believes it is the circuit
protection leader because it designs and produces almost all the products it
sells in all three markets including the two markets where it holds the number
one market share position. See "Littelfuse Products."
Electronic Fuses.Products. Electronic fusescircuit protection products are used to
protect power circuits in a multitude of electronic systems. Electronic fusesElectronics
products fall into twothree major categories: (1) fuses, (2) protectors and (3)
resettables. Electronics fuses generally are of two types - miniature and
subminiature. Miniature fuses are generally tubular in shape with glass, ceramic
and composition bodies. Subminiature devices are used where space is at a
premium. Protectors are fuses produced to a less rigorous specification.
Resettables are polymer PTC devices that limit the current when an overcurrent
condition exists and let current pass again after the cause of the overcurrent
is removed. Applications for electronic fusesproducts include telecommunications
equipment, computers and computer peripherals, power supplies, test and medical
instrumentation, and consumer electronic products. There is also a special
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segment of the electronic fusecircuit protection market directed toward the
aerospace industry. These special high-reliability fuses are manufactured in
small quantities under extremely high quality control standards.
Automotive Fuses.Products. Fuses are extensively used in automo
biles,automobiles, trucks,
buses and off-road equipment to protect electrical circuits and wiring harnesses
supplying electrical power to operate lights, heating, air conditioning,
windshield wipers, radios, windows and controls. Currently, a typical automobile
contains 30 to 70 fuses, depending upon the options installed. The market for
automotive fuses is expected to grow in the coming years as more electronic
features are included in automobiles and as larger amperage fuses replace
existing low technology fuses in wiring harnesses. Certain new vehicles, such as
the Cadillac Seville, Ford 150 series truck, Chrysler Concorde and the Jaguar,
contain as many as 50 to 90 fuses and this higher fuse count is expected to
spread to other vehicles.
Power Fuses.Products. Power fuses include both current limiting and
non-current limiting devices used to protect electrical systems against
overcurrents. Power fuses are rated and listed under one of many Underwriters'
Laboratories fuse classifications. The three main end user market segments for
power fuses include original equipment manufacturers ("OEMs"), industrial
maintenance and repair operations ("MROs") and new commercial and industrial
construction. Major applications for power fuses include protection from
over-load and short-circuit currents in motor branch circuits, heating and
cooling systems, control systems, lighting circuits and electrical distribution
networks. Other applications include the protection of semiconductor devices
such as SCRs, diodes, thyristors, triacs and similar solid state devices.
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Littelfuse Products
General. The Company is a leading manufacturer and seller of fuses and
other circuit protection devices for use in the electronic, automotive and
general industrial markets. The Company's products are marketed under the
general trademarked names of LittelfuserLittelfuse(R) and, where appropriate, Slo-
BlorSlo-Blo(R)
Fuse as well as the trademarked names of certain of its products listed below in
the description of the Company's electronic, automotive and power fuse products.
Product Sales. Net sales of the Company's products by industry category for
the periods indicated are as follows:
Fiscal Year
(in thousands)
-----------------------------------------------------------------
-------------------- --------------------- ----------------------
1997 1996 1995
1994-------------------- --------------------- ----------------------
-------------------- --------------------- ----------------------
ElectronicElectronics $135,344 $112,667 $103,809
$ 87,340
Automotive 102,774 94,391 83,372
77,787
Industrial (Power) 37,047 34,388 32,354
29,327-------------------- --------------------- ----------------------
==================== ===================== ======================
Total $275,165 $241,446 $219,535
$194,454==================== ===================== ======================
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Electronic Fuses.Products. The Company manufactures and sells a wide range of
electronic fusecircuit protection products, including miniature and subminiature
fuses. Thesefuses, protectors and resettables. Electronic miniature and subminiature fuses
are designed to provide circuit protection in the limited space requirements of
electronic equipment. The Company also entered a newthe protector market in 1996 for conductivelate 1994 and
the resettable polymer PTC devices that behave like a resettable fuse.device market in late 1996. While the Company
continues to develop its own resettable fuse products, the Company also entered
into agreements with Raychem Corp. Inin 1996 which allows the Company to sell
resettable fuses using certain of Raychem's technology.
The Company's electronic fusecircuit protection products are marketed under the
following trademarked and brand names:
PICOrPICO(R) II Fuse is a very fast-acting subminiature fuse with axial
leads which can be automatically inserted into a circuit board. It
is used in consumer electronics, computers, medical instruments,
power supplies and telecommunication line cards. It was originally
developed for the aerospace industry where extremely small size
and high reliability were prime requisites. This fuse inis
encapsulated with an epoxy coating which protects the fuse from
adverse environmental conditions. It can stand up under the rough
treatment found in high speed automated circuit board assembly
processes used by many different manufacturers.
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2AG fuses are a miniature version of the standard 1/4" diameter by
1-1/4" long glass bodied fuses manufactured for more than 40
years. The fuse occupies about 1/3 of the space but still provides
the performance of the larger sized product. The Company has
developed a strong market in the telecommunications industry for a
leaded version of the 2AG fuse. These fuses are used in business
and personal telephone systems, answering machines and other
equipment connected to phone lines. They are used to protect the
system from lightning surges and accidental contact with power
lines. These fuses also are used extensively in electronic
ballasts for lighting.
MICROMICRO(TM) Fuse is a plug-in style fuse about the size of a pencil
eraser. It is a very fast acting fuse and, like the PICOrPICO(R) Fuse,
was originally designed for the emerging aerospace industry.
Applications are particularly suited to equipment where the user
might "blow" a fuse during testing or by accidental shorting out
of the power supply. The "plug-in" feature allows the fuse to be
quickly and easily replaced without the need for special
de-soldering equipment. The Company also manufactures sockets for
the MICROMICRO(TM) Fuse.
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NANO Fuse is a surface mount version of
PICOr Fuse. Because it has no leads, it is
substantially smaller. It is the product
choice where subminiaturization is a key
need. Surface mount circuit boards are often
less than 25% of the size of similar boards
using leaded components. Applications
include cellular telephones and miniature 8mm
video camcorders.
NANO2 r(R) SMF Fuse represents our fourth generation surface mount
fuse product line. The compact size (.240" x .100" x .100") of
this rectangular shaped fuse is very attractive to design
engineers. In addition, the flat side design permits efficient
pick and placement by automated assembly equipment. The NANO2 r(R)
SMF Fuse is used where space considerations are critical including
laptop computers, camcorders and battery chargers.
ALFALF(TM) II or "1206" SMF is a very fast acting thin film surface
mount fuse measuring only .12 inch x .06 inch. The super small
subminiature size assures additional space savings in surface
mount applications. It is completely compatible with common
soldering systems used in surface mount assembly applications and
it is available on 8mm reels for use with automatic placement
equipment.
"0603" SMF is a very fast acting thin film surface mount fuse
measuring only .06 inch x .03 inch. The 0603 is the smallest fuse
available and has a very low profile .018 inches. The small
physical size along with low values for resistance and voltage
drop are significant features of this new fuse for battery and
other low voltage applications.
SMTelecom is the first surface mount fuse to comply with UL 1459
and UL 1950 third edition power cross requirements for
telecommunications. The new SMTelecom Fuse protects all phone line
connected equipment against current surges resulting from power
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cross, power induction and lightning strikes. It is rated for 250
volts with a 600 volt short circuit rating. Four current ratings
are offered, from 0.75 to 1.5 amperes. Applications include
modems, fax machines, desktop telephones, answering machines and
line cards.
Surface Mount PTC is the first in Littelfuse's line of PTC
devices. Its dimensions of 0.200" x 0.290" x 0.120" are ideal for
circuit board applications where space is at a premium. It also is
available in an 0.340" x 0.250" x 0.10" configuration. This
polymer surface mount PTC has the ability to reset itself once the
fault or overcurrent condition has cleared. This new product is
used primarily for computer and peripheral applications such as
motherboards, disk drives, PC cards, modems, printers, etc.
Radial Leaded PTC series is a 60-volt radial leaded surface mount
product. This series will bewas introduced in early 1997. Radial leaded
PTC applications include process and industrial controls, test and
measurement equipment, security systems, motors and automotive.
Automotive Fuses.Products. The Company is a primary supplier of automotive
fuses to United States, Japanese and European automotive OEMs, automotive
component parts manufacturers and
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automotive parts distributors. The Company
also sells its fuses in the replacement parts market, with its products being
sold through mass merchandisers, discount stores and service stations, as well
as under private label by national firms. Management believes that it currently
is the leading worldwide supplier of automotive fuses for new vehicle production
and a leader for the aftermarket/replacement market.
The Company invented and owns all of the U.S. patents related to the
blade type fuse which is the standard and most commonly used fuse in the
automotive industry. The Company believes that, together with its licensees, it
supplies substantially all of the blade type fuses used in the North American
and Japanese markets and a majority in the European market. The Company's
automotive fuse products are marketed under the following trademarked and brand
names:
AUTOFUSErAUTOFUSE(R) or ATOr,ATO(R), a standard blade type fuse, is used in
automobiles produced worldwide and designed to provide superior
circuit protection in a small, heat resistant package for low
ampere applications.
MINIrMINI(R) Fuse, smaller than its predecessor AUTOFUSEr,AUTOFUSE(R), is offered
in a range from two amps to 30 amps and is designed to permit more
fuses in the same amount of space than prior products.
MAXIMAXI(TM) Fuse, a larger version of the AUTOFUSEr,AUTOFUSE(R), replaces the
commonly used low technology fusible wire or fusible links in
automobile electrical harnesses and is offered in a range from 20
amps to 80 amps.
MIDIr-5-
MIDI(R) Fuse is a bolt down version of the MAXIMAXI(TM) fuse. This
style is preferred by some European customers in the 50 to 100 amp
range. Its primary use is for heating, air conditioning and motor
control circuits.
J-CaseJ-CASE Fuse, is a cartridge version of the MaxiMaxi(TM) fuse. This
style is popular with Japanese customers in the 40 to 80 amp
range. Its primary use is for branch circuit protection and
protection of circuits with inductive loads.
MEGAr MEGA(R)Fuse, a higher current fuse with ratings of 100 to 200
amps, is used for protection of battery cables.
Over half of the Company's North American automotive (blade type) fuse
sales are made to wire harness manufacturers that incorporate the fuses into
their products. The remaining automotive fuse sales are made directly to
automotive manufacturers and through distributors who in turn sell most of their
products to automotive product wholesalers, such as warehouse distributors,
discount stores and service stations.
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The Company believes it currently has adequate production capacity to
meet the anticipated increased demand for automotive fuses referred to in
"Business Environment: Circuit Protection Market -- Automotive Fuses." Any
required expenditures for additional machinery and equipment are expected to be
funded by cash flow from operations.
The Company has licensed its patented ATOr, MinirATO(R), Mini(R) and MaxiMaxi(TM)
automotive fuse designs to Bussmann, a division of Cooper Industries. Bussmann
is the Company's largest domestic competitor. Additionally, the Company has
entered into a licensing agreement with Pacific Engineering Company, Ltd., a
Japanese fuse manufacturer, which produces and distributes the Company's
patented ATOrATO(R) and MinirMini(R) automotive fuses to the Pacific Rim manufacturing
operations of Pacific Rim-based automobile manufacturers. See "Competition" and
"Business -- Patents, Trademarks and Other Intellectual Property."
Power Fuses.Products. The Company entered the power fuse market in 1983 and
manufactures and sells a broad range of low-voltage circuit protection products
to electrical distributors and their customers in the construction, OEM and MRO
markets. Power fuses are used to protect circuits in various types of industrial
equipment and circuits in industrial plants, office buildings and residential
units. The Company's power fuse products are marketed under the following
classifications:
Class L fuses are commonly used as the first line of electrical
protection in building service entrance equipment of high capacity
electrical systems. Other applications include switchboard mains
and feeders, distribution equipment and branch circuit protection
for large motors.
Class R fuses are commonly used downstream from Class L fuses in a
variety of branch circuit applications. Both time delay and fast
acting versions cover a range of applications including main
feeder, motor,
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transformer and solenoids. The Company's RK5 INDICATOR fuse series
has won numerous product awards and wide recognition by industrial
plant personnel. These fuses have an integrated blown fuse
indicator that turns from clear to dark once a fuse has blown.
This reduces troubleshooting time significantly and helps improve
safety.
Class J fuses are less than half the size of Class R to provide
substantial space savings. Applications for Class J are similar to
Class R. Additional applications include back up protection for
circuit breakers and protection for both IEC and NEMA rated
devices.
Class CC fuses, Littelfuse's KLDR (for transformer protection) and
CCMR (for motor branch circuit protection) provide protection
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formerly supplied by fuses 10 times larger. Littelfuse was the
first to the market with these products and is the only company
with a CCMR rated up to 60 amps.
Semiconductor fuses, designed for supplementary protection of
semiconducting devices, are used in electronic equipment and power
equipment, such as variable speed drives, power rectifiers, UPS
systems and DC power suppliers.
Midget fuses, seven different series provide supplementary
overcurrent protection in such diverse applications as control
circuits, control power transformers, solenoids, street lighting
and computers.
Other Products. In addition to fuses,the above products, the Company supplies
relays, switches, circuit breakers and indicator lights to the automotive industry and
to appliance and general electronics manufacturers. The Company is also a
supplier of circuit
breakers, fuse holders (including OMNI-BLOKr)OMNI-BLOK(R)), fuse blocks (including
Powr-BlokrPowr-Blok(R) power distribution systems) and fuse clips primarily to customers
that purchase circuit protection devices from the Company.
The LITTELITESrLITTELITES(R) indicating lights product line includes cartridge
lamps with miniature and subminiature lampholders and snap-mount plastic lights.
These lights come in incandescent, neon and solid state versions. LITTELITESrLITTELITES(R)
are sold to producers of industrial machinery, office machines, appliances,
instruments and computers.
Product Design and Development
The Company employs scientific, engineering and other per
sonnelpersonnel to
improve its existing product lines and to develop new products at its research
and engineering facility in Des Plaines, Illinois. The Engineering Department
consists of approximately 5060 engineers, chemists, metallurgists, fusologists and
technicians. This department is primarily responsible for the design and
development of new products and consists of fiveeight major groups. ThreeTwo of the
groups are dedicated to the design of certain types of products, specifically
electronic fuses, including automotive and general electronic fuses; electrical
fuses, including power and industrial fuses; and electromechanical devices such as
relays and switches. Anotherfuses.
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There are two engineering group isgroups dedicated to materials engineering which brings
metallurgy, plating and other technologies to bear on the development of new
products. One of the eight groups is responsible for developing the technology
for advanced new products. There is one group responsible for manufacturing
engineering automation. Finally, the two remaining engineering support group oversees patent andgroups
oversee trademark compliance, and maintains the model shop, drafting rooms and an electronics lab. The
electronics lab develops the necessary tooling, hardware and software for
testing the standards and tolerances of sample products.products and maintains the model
shop.
Proposals for the development of new products are initiated primarily
by marketing managers, members of the sales staff and customers. The entire
product development pro
cess
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process typically takes between 12 and 18 months. During the
fiscal years ended January 3, 1998, December 28, 1996, December 31, 1995, and December 31, 1994,1995,
the Company expended approximately $7.9 million, $7.3 million $7.9 million and $6.1$7.9 million,
respectively, on product design and development.
Patents, Trademarks and Other Intellectual Property
The Company generally relies on patent and trademark laws and license
and nondisclosure agreements to protect its rights in its trade secrets inand its
proprietary products. In cases where it is deemed necessary by management, key
employees are required to sign an agreement that they will maintain the
confidentiality of the Company's proprietary information and trade secrets. This
is information, which for business reasons, is not disclosed to the public.
As of December 28, 1996,January 3, 1998, the Company owned 97101 patents in North America,
1519 patents in the European Economic Community and 2327 patents in other foreign
countries. The Company has also registered trademark protection for certain of
its brand names and logos. The 97101 North American patents are in the following
categories: 4648 Electronic, 305 Resettable, 25 Automotive, 15 Power Fuse and 68
miscellaneous. Of the 3025 automotive patents, 97 are article and process patents
for the ATOrATO(R) type fuses, 79 are for the MINIrMINI(R) and MAXITM type fuses, 3 are
for the MEGArMEGA(R) and MIDIrMIDI(R) type fuses and 116 are for other automotive products.
Patents expiring in 19971998 cover products that accounted for 5%1% of 19961997 sales.
Patents covering products that accounted for the balance of 19961997 sales expire
between 19981999 and 2010.2016.
The first article patent covering the AUTOFUSErAUTOFUSE(R) or ATOrATO(R) fuse
expired on September 30, 1992. However, the last improvement patent covering the
ATOrATO(R) fuse expires on August 10, 1999. The ATOrATO(R) fuse product is further
protected by trademark and trade dress protection which has a remaining
indefinite life so long as it is continued to be correctly used by the Company
and its licensees.
New products are continually being developed to replace older products.
The Company regularly applies for patent protection on such new products.
Although in the aggregate the Company's patents are important in the operation
of its businesses, the Company believes that the loss by expiration or otherwise
of any one patent or group of patents would not materially affect its business.
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The Company currently licenses its MINIrMINI(R) and MAXIMAXI(TM) automotive fuse
technology to Bussmann, a division of Cooper Industries and the Company's
largest domestic competitor. The license granted in 1987 is nonexclusive and
grants the Company the right to receive royalties of 4% of the licensee's
revenues from the sale of the licensed products with an annual minimum of
$25,000. Each license expires upon the expiration of the licensed product
patents.
The Company currently licenses its ATOrATO(R) automotive fuse technology to
Pacific Engineering Company, Ltd., a Japanese manufacturer that produces and
distributes the Company's patented automotive fuses to Pacific Rim operations of
Pacific Rim-based
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automotive manufacturers. The license is exclusive as to Japan
and non-exclusive as to other specified Pacific Rim territories and provides
that the Company will receive royalties of 1.5% of the licensee's revenues from
the sales of the licensed products with a $25,000 annual minimum. This license
expires on August 10, 1999. In addition, a second license covering the MINIrMINI(R)
Fuse technology was granted with similar territory arrangements to Pacific
Engineering and grants the Company the right to receive royalties of 2.5% of the
licensee's revenues from the sale of the licensed products, with an annual
minimum of $100,000. The second license expires on April 6, 2006.
License royalties amounted to $332,000, $266,000 and $349,000 for 1997,
1996 and $552,000 for 1996, 1995 and 1994 respectively.
Manufacturing
Much of the Company's manufacturing equipment is custom designed by its
engineers, and the Company conducts the majority of its own fabrication. The
Company stamps most of the metal components used in its fuses, relays, holders and
switches from raw metal stock and makes its own contacts and springs. However,
the Company does depend upon a single source for a substantial portion of its
stamped metal end caps for electronic fuses. The Company believes that
alternative stamping sources are available at prices which would not have a
material adverse effect on the Company. The Company also performs its own
plating (silver, nickel, zinc, tin and oxides). In addition, all thermoplastic
molded component requirements used for such products as the AUTOFUSEr, MINIrAUTOFUSE(R), MINI(R)
and MaxiMAXI(TM) product lines are met through the Company's in-
housein-house molding
capabilities.
After components are stamped, molded, plated and readied for assembly,
final assembly is accomplished on fully automatic and semi-automatic assembly
machines. Quality assurance and operations personnel, using techniques such as
Statistical Process Control, perform tests, checks and measurements during the
production process to maintain the highest levels of product quality and
customer satisfaction.
The principal raw materials for the Company's products include copper
and copper alloys, heat resistant plastics, zinc, melamine, glass, silver,
solder, sulphate clipboard and linerboard. The Company depends upon a sole
source for several of heat resistant plastics. The Company believes that suitable
alternative heat resistant plastics are available from other sources at prices
which would not have a material adverse effect on the Company. All of the other
raw materials are purchased from a number of readily available outside sources.
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A computer-aided design and manufacturing system (CAD/CAM) expedites
product development and machine design, while reliability and high power
laboratories test new products, prototype concepts and production run samples.
The Company participates in "Just-in-Time" delivery programs with many of its
major suppliers and actively promotes the building of strong cooperative
relationships with its suppliers by involving them in pre-engineering product
and process development. The Company also sponsors an annual major supplier
conference and conducts a vendor certification program.
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Marketing
The Company's domestic sales staff of approximately 65 people maintains
relations with major OEMs and distributors. The Company's sales and engineering
personnel interact directly with the OEM engineers to ensure maximum circuit
protection and reliability within the parameters of the OEM design.
Internationally, the Company maintains a sales staff of approximately 25 people
and sales offices in The Netherlands, England, Singapore, Korea and China. The
Company also markets its products indirectly through a worldwide organization of
approximately 125 manufacturers' representatives and distributes through an
extensive network of electronic, automotive and electrical distributors.
In addition to the normal risks associated with the Company's domestic
operations, the Company's international operations entail such further risks as
currency fluctuations and the effect of international relations or the domestic
affairs of foreign countries on the conduct of business. As of December 28, 1996,January 3, 1998,
the Company's operations have not been significantly affectedslightly effected by such additional risks.the currency turmoil in
Asia Pacific during the fourth quarter of 1997. For information relating to the
constant currency effect see "Item 7. Management Discussion and Analysis of
Financial Conditions and Results of Operations - 1997 Compared to 1996." For
information relating to foreign sales, see "Item 7.
Management's Discussion and Analysis of Financial Condition
and Results of Operations - Geographical Business Segments."note 8 to the Company's consolidated
financial statements.
Electronic. The Company has retained 2423 manufacturers' representatives
to sell its electronic products domestically and additional representatives to
sell its electronic products internationally. These representatives call on
major OEMs and distributors. Since the manufacturers' representatives do not
maintain inventories, the Company distributes approximately 41%38% of its domestic
products directly to OEMs, with the remainder distributed by more than 670600
distributors nationwide.
In theAsia Pacific, Rim, the Company maintains a direct sales staff of five
people in Singapore, one in Hong Kong, and four in Korea, one in Japan and one or more
manufacturers' repre
sentativesrepresentatives in Japan, Singapore, Korea, Hong Kong, Taiwan,
China, Malaysia, Thailand, Philippines and Australia. The Company also maintains
an engineering facility in Japan. In Europe, the Company's distribution methods
differ from its domestic methods in that it maintains a direct sales force of
eight people to call on OEMs exclusively and utilizes approximately 15
manufacturers' representatives to approach distributors and smaller OEMs. Unlike
its domestic representatives, these manufacturers' representatives purchase
inventory from the Company to facilitate delivery and reduce financial risks
associated with currency exchange rate fluctua
tions.fluctuations.
-10-
Automotive. The Company sells automotive fuses through a direct sales
force in Detroit consisting of four employees. Salespersons service all the
major automotive OEMs (including the United States manufacturing operations of
foreign-based OEMs) through both the engineering and purchasing departments of
these companies. Twenty-eight manufacturers' representatives distribute the
Company's products to aftermarket fuse retailers such as Autozone, Pep Boys,
K-Mart and NAPA. In Europe, the Company uses both a direct sales force and
manufacturers' representatives to distribute its products to Mercedes Benz, BMW,
Volvo, Saab, Jaguar and other OEMs, as well as aftermarket distributors. In Asia
Pacific, the -11-
Company has licensed its automotive fuse technology to a Japanese
firm which supplies the majority of the automotive fuses to the Japanese
manufacturing operations in the region including Toyota, Honda and Nissan.
Power. The Company markets and sells its power fuses through 4842
manufacturers' representatives across North America. These representatives sell
power fuse products through an electrical distribution network comprised of
approximately 1,2401,200 distributors. These distributors have customers that include
electrical contractors, municipalities, utilities and factories (including both
MRO and OEM). Some of the manufacturers' representatives have consigned
inventory in order to facilitate rapid customer delivery.
The Company's field sales force (including application engineers) and
manufacturers' representatives call on both distributors and end-users
(consulting engineers, municipalities, utilities and OEMs) in an effort to
educate these customers on the capabilities and characteristics of the Company's
products.
Customers
The Company sells to over 10,000 customers worldwide. No single
customer accounted for more than 10% of net sales during the last three years
except for its Japanese stocking representative which accounted for 11% in 1996.1997.
The Japanese stocking representative serves over 100 customers in the Asia
Pacific electronics market. During the 1997, 1996 1995 and 19941995 fiscal years, net
sales to customers outside the United States (exports and foreign operations)
accounted for approximately 38.5%40.6%, 35.3%38.5% and 30.1%35.3%, respectively, of the
Company's total net sales.
Competition
The Company's products compete with similar products of other
manufacturers, many of which have substantially greater financial resources than
the Company. In the electronic fuse market, the Company's competitors are
Bussmann, a division of Cooper Industries, Bel Fuse, Inc., Raychem Corp., San-O
Industrial Corp. and Wickmann-Werke GmbH. In the fuseholder portion of this
market, the Company's principal competitor is Schurter, Inc. In the automotive
fuse market, the Company's major competitor, both in sales to automobile
manufacturers and in the aftermarket, is Bussmann. The Company licenses several
of its automotive fuse designs to Bussmann. Other auto fuse competitors include
Pudenz and MTA. In the power fuse market,
-11-
the Company's major competitors include Bussmann, Gould, Inc and Ferraz. The
Company believes that it competes primarily on the basis of innovative products,
the breadth of available product lines, the quality and design of its products
and the responsiveness of its customer service rather than through price
competition.
Backlog
The Company does not consider backlog to be a predictive measure of
results due to the Company's short delivery time. The Company manufactures high
volume products based on its -12-
demand forecasts and manufactures low volume
products based on customer orders. The Company attempts to ship such products to
the customer within five business days of the date of the order. Over 90% of all
orders, which request delivery within three weeks of the date of the order, are
filled on time from available stock or current production.
Employees
During 1996,1997, the Company employed approximately 2,5502,845 persons.
Approximately 50 employees in Des Plaines and 465 employees in Mexico are
covered by collective bargaining agreements. The Des Plaines agreement expires
March 31, 1999 and the Mexico agreement expires February 28, 1998.January 31, 1999. The Company
has not experienced any work stoppage or other form of labor dispute within the
last 20 years. The Company believes that its employee relations are excellent
and that its employees, many of whom have long experience with the Company,
represent a valuable resource. The Company emphasizes employee training and
development and has established Quality Improvement Process (QIP) training for
its employees worldwide so as to promote product quality and customer
satisfaction.
Environmental Regulation
The Company is subject to numerous federal, state and local regulations
relating to air and water quality, the disposal of hazardous waste materials,
safety and health. Compliance with applicable environmental regulations has not
significantly changed the Company's competitive position, capital spending or
earnings in the past and the Company does not presently anticipate that
compliance with such regulations will change its competitive position, capital
spending or earnings for the foreseeable future. The Company employs an
environmental engineer to monitor regulatory matters and believes that it is
currently in compliance in all material respects with applicable environmental
laws and regulations.
ITEM 2. PROPERTIES
Littelfuse Facilities
The Company's operations are located in 1920 owned or leased facilities
worldwide, containing approximately 679,000714,000 square feet. The U.S. headquarters
and principal fabrication and distribution facility is located in Des Plaines,
Illinois, supported by three additional plants in
-12-
Illinois and one in Mexico. European headquarters and the primary European
distribution center is in Utrecht, The Netherlands, with manufacturing plants in
the United Kingdom and Switzerland. Asia Pacific operations include a
distribution center located in Singapore, with manufacturing plants in Korea,
China and China.
The leases referenced in the following table account for
annual rentals of approximately $913,000.Philippines. The Company does not believe that it will encounter
any difficulty in renewing its existing leases upon the expiration of their
current terms. Management believes that the Company's facilities are adequate to
meet its requirements for the foreseeable future.
-13-
The following table provides certain information concerning the
Company's facilities:
Lease
Expir-
Size Lease/ ationAtion Industry
Location Use (sq.ft.) Own Date Focus
Des Plaines, AdministratIllinois Administrative, 340,000 Owned -- Auto, Illinois ive, Electronic, Power
Engineering,
Power
Manufacturi
ng,Manufacturing,
Testing and Research
Centralia, Illinois Manufacturing 45,200 Owned -- Electronic
Illinois
Arcola, Illinois Manufacturing 36,000 Owned -- Power
Watseka, Illinois Manufacturing 26,000 Leased(1)1999 Auto, Illinois Electronic
Watseka, Illinois Storage 5,000 Owned -- Other
Illinois
Farmington Hills, Michigan Administrative 1,562 Leased 1999 Auto
Hills, Michigan
Piedras Negras, Mexico Manufacturing 50,300 Leased 19972000 Auto,
Mexico Electronic, Power
Piedras Negras, Mexico Manufacturing 11,848 Leased 19971998 Electronic and Mexico Power
Washington, Manufacturi Electronic,
England ng,Manufacturing, 60,000 Owned -- Electronic, Auto, Other
England Sales and
Distribution
Utrecht, The Netherlands Warehousing 8,680 Leased 1998 Auto, Netherlands Electronic, Other
-13-
Utrecht, The Netherlands Sales, 12,000 Owned -- Auto, NetherlandsElectronic, Other
Administrative Electronic, and
Engineering
Other
Grenchen, Switzerland Manufacturing 11,000 Owned -- Auto
Switzerland
Singapore Sales and 5,845 Leased 1998 Electronic
Distribution
-14-
Lease
Expir-
Size Lease/ ation Industry
Location Use (sq.ft.) Own Date Focus
Seoul, Korea Sales and 20,000 Leased 20001998 Electronic, Auto
Manufacturing
Seoul, Korea Sales and 29,175 Owned -- Electronic
Manufacturing
AutoPhilippines Manufacturing 7,530 Leased 1998 Electronic
Suzhou, China ManufacturiManufacturing 40,000 Owned -- Electronic
ng
Suzhou,Hong Kong, China Manufacturi 5,230 Leased 1997 Electronic
ng
Honk Kong, Japan Sales 920 Leased 1998 Electronic
Yokohama, Japan SalesEngineering 1,815 Leased 1999 Electronic
Sao Paulo, Brazil Sales and
Brazil
Distribution 1,200 Leased 19971998 Electronic, Auto
(1) The...........The lease of the manufacturing facility in Watseka, Illinois,
provides that the Company may purchase the leased facility upon certain terms
and conditions.
ITEM 3. Legal Proceedings
The Company is not a party to any legal proceedings which it believes
will have a material adverse effect upon the conduct of its business or its
financial position.
ITEM 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to the Company's stockholders during
the fourth quarter of fiscal 1996.1997.
-14-
Executive Officers of Registrant
The executive officers of the Company are as follows:
Name Age Position
Howard B. Witt 5657 Chairman of the Board, President
and Chief Executive Officer
Jon B. Anderson 48 Vice President, Human Resources
-15-
Kenneth R. Audino 5354 Vice President, Quality Assurance
and Reliability
William S. Barron 5455 Vice President, Marketing and
Sales
James F. Brace 5152 Vice President, Treasurer
and Chief Financial Officer
David J. Krueger 5960 Vice President, Engineering
Lloyd J. Turner 5354 Vice President, Operations
Hans Ouwehand 5051 Vice President, European
Operations
Mary S. Muchoney 5152 Secretary
Officers of Littelfuse are elected by the Board of Directors and serve at the
discretion of the Board.
Howard B. Witt was elected to the position of Chairman of the Board in
May, 1993. He was promoted to President and Chief Executive Officer of Old
Littelfuse in February 1990. Prior to his appointment as President and Chief
Executive Officer, Mr. Witt served in several other key management positions
with Old Littelfuse, including Operations Manager from March 1979 to January
1986, Vice President-Manufacturing from January 1986 to January 1988, and
Executive Vice President with full operating responsibilities for all U.S.
activities from January 1988 to February 1990. Prior to joining Old Littelfuse,
Mr. Witt was a division president of Keene Corporation from 1974 to 1979. Mr.
Witt currently serves as a member of the Board of Directors of Franklin Electric
Co., Inc. and Material Sciences Corporation. He also is a member of the
Electronic Industries Association Board of Governors. HeGovernors and is also a director of the
Artisan Small Cap Fund.
Jon B. Anderson, Vice President, Human Resources, has
responsibility for implementation of strategic human resources
planning, team development and other related initiatives. He
joined Littelfuse in May 1993 from R.R. Donnelley & Sons
Company, Business Services Division where he was Director of
Administrative Services from 1988 to early 1993. Mr.
Anderson's total employment with Donnelley encompassed over 22
years.Mutual Funds.
Kenneth R. Audino, Vice President, Quality Assurance and Reliability,
oversees all product reliability and quality assurance activities
corporate-wide andcorporate-wide. He also directs corporate environmental affairs.affairs and serves as
the acting human resources department head. Mr. Audino
-15-
joined Old Littelfuse as a Control Technician in 1964. From 1964 to 1977, he
progressed through several quality and reliability positions to Manager
-16-
of
Reliability and Standards. In 1983, he became Managing Director of the European
Headquarters of Old Littelfuse and later was named Corporate Director of Quality
Assurance and Reliability. He was promoted to his current position in 1988.
William S. Barron, Vice President, Sales and Marketing, has responsibility
for the general direction of all sales, marketing and related support functions.
He also is responsible for the Information Services Department. Mr. Barron
joined Old Littelfuse in March 1991. From August 1981 to March 1991, Mr. Barron
served as Director of Sales and Marketing of Cinch Manufacturing and the General
Manager of one of its domestic divisions. Cinch Manufacturing is a subsidiary of
Labinal Corporation.
James F. Brace, Vice President, Treasurer and Chief Financial Officer,
has responsibility for the treasury, financial control and financial reporting
functions of the Company. Mr. .BraceBrace joined the Company in May 1992. From April
1987 to May 1992, he was employed by Sanford Corporation, a marker, writing
instrument and office supplies manufacturer. At Sanford he was elected Chief
Financial Officer in April 1987, Treasurer in April 1988 and Vice President in
July 1989. From March 1983 to April 1987 he was Vice President - Finance and
Administration of Iroquois Industries Corp., a paper and office supplies
distributor.
David J. Krueger, Vice President, Engineering, directs all product
feasibility, design, development and testing activities. Joining Old Littelfuse
as an Industrial Fuse Engineering Manager in 1982, he was named Manager of
Circuit Protection Devices in 1984, promoted to Director of Engineering in
January 1986 and promoted to his current position one year later. Prior to
joining Old Littelfuse, Mr. Krueger worked for 15 years as an Engineering
Manager for the Economy Fuse Division of Federal Electric, and for six years as
a Plant Manager for Federal Pacific Reliance Electric.
Lloyd J. Turner, Vice President, Operations, has responsibility for
manufacturing operations and related support functions. Mr. Turner joined Old
Littelfuse in October 1988, as Director of Manufacturing Operations after having
served as an Operations Manager with Texas Instruments from November 1984 to
September 1988. He was promoted to his current position in 1991.
Hans Ouwehand, Vice President, European Operations, has complete
responsibility for all sales, marketing, research and development, and
manufacturing activities covering the entire range of electronic, automotive and
aftermarket products sold by the Company in Europe. Mr. Ouwehand joined Old
Littelfuse in 1984 as Sales Manager, Europe, Electronics Division. He was later
promoted to the position of European Sales and Marketing Manager for all
Littelfuse products and in 1986 to the position of General Manager-European
Operations. Prior to joining Old Littelfuse, his industrial background included
research and development work with Sperry Rand and sales and product management
with Lameris Medical Instruments.
-17--16-
Mary S. Muchoney has served as Corporate Secretary since 1991, after
joining Old Littelfuse in 1977. She is responsible for providing all secretarial
and administrative functions for the President and Littelfuse Board of
Directors. Ms. Muchoney is a member of the American Society of Corporate
Secretaries.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters
The information set forth under "Quarterly Stock Price" on page 39 of Exhibit 13.1 filed as a part of thisthe
Annual Report on Form
10-Kto Stockholders is incorporated herein by reference. It is also
included in Exhibit 13.1 as filed with the SEC. As of March 14,13, 1997, there were
243301 holders of record of the Company's Common Stock and in excess of 1,9002,400
beneficial holders of its Common Stock.
Since September 22, 1992, shares of the Common Stock have been traded
in the over-the-counter market and quotations are reported using the symbol
"LFUS" on the National Association
of Securities Dealers Automated Quotations ("NASDAQ") National
Market System.Nasdaq stock market.
The Company has not paid any cash dividends since reorganization.
Future dividend policy will be determined by the Board of Directors based upon
their evaluation of earnings, cash availability and general business prospects.
Currently, there are restrictions on the payment of dividends contained in the
Company's Credit Agreement which relate to the maintenance of certain restricted
payment ratios.
ITEM 6. Selected Financial Data
The information set forth under "Selected Financial Data - - FiveSix Year
Summary" on page 39 of Exhibit 13.1 filed as a part of thisthe Annual Report on Form 10-Kto Stockholders is incorporated herein
by reference. It is also included in Exhibit 13.1 as filed with the SEC.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information set forth under "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on pages 20 through 25 of Exhibit 13.1 filed as a part of thisthe
Annual Report on Form
10-Kto Stockholders is incorporated herein by reference. It is also
included in Exhibit 13.1 as filed with the SEC.
ITEM 8. Financial Statements and Supplementary Data
The Report of Independent Auditors, Management's
Statement of Responsibility and the Consolidated Financial
Statements and notesNotes thereto of the Company set forth on Exhibit 13.1 filed as a partpages 26 through 37 of
thisthe Annual Report on Form 10-
Kto Stockholders are incorporated herein by reference. -18-They are
also included in Exhibit 13.1 as filed with the SEC.
-17-
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The information set forth under "Election of Directors" in the Proxy
Statement is incorporated herein by reference. The information set forth under
"Executive Officers of the Registrant" in Part I of this Report is incorporated
herein by reference.
ITEM 11. Executive Compensation
The information set forth under "Compensation of Executive Officers" in
the Proxy Statement is incorporated herein by reference, except for the sections
captioned "Reports of the Compensation Committee and Stock Option
Committee on Executive Compensation" and
"Company Performance."
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
The information set forth under "Ownership of Littelfuse, Inc. Common
Stock" in the Proxy Statement is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions
The information set forth under "Certain Relationships and Related
Transactions" in the Proxy Statement is incorporated herein by reference.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements and Schedules
(1) Financial Statements. The following financial
statements set forthincluded in Exhibit 13.1
filed as a part of the Annual Report on Form
10-K andto
Stockholders are incorporated herein by reference.
(i) Report of Independent Auditors (page 38)
(ii) Consolidated Statements of Financial Condition
as of January 3, 1998 and December 28, 1996
(pages 26 and December 31, 1995.
(ii)27).
(iii) Consolidated Statements of Income for the years
ended January 3, 1998, December 28, 1996 and
December 31, 1995 and 1994.
-19-(page 28).
-18-
(iii)(iv) Consolidated Statements of Cash Flows for the
years ended January 3, 1998, December 28, 1996
and December 31, 1995 and 1994.
(iv)(page 29).
(v) Consolidated Statements of Shareholders' Equity
for the years ended January 3, 1998, December
28, 1996 and December 31, 1995 and 1994.
(v)1995.
(page 30).
(vi) Notes to Consolidated Financial Statements.Statements
(pages 30-37).
(2) Financial Statement Schedules. The following financial
statement schedules are submitted herewith for the periods
indicated therein.
(I) Schedule II-Valuation and Qualifying Accounts and
Reserves
All other schedules for which provision is made in the
applicable accounting regulation of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable and, therefore, have been
omitted.
(3) Exhibits
See Exhibit Index on pages 21-23,22-24, incorporated herein by
reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K during the fourth quarter of
1996.
-20-1997.
-19-
LITTELFUSE, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In Thousands)
Balance Additions Charged
Balance at Charged to DeductionsBalance at
Description Beginni to OtherBeginning Costs and Deductions End of
Description Of Year ng Costs AccountsExpenses (A) of Year
and
Expenses---------- ---------- ---------- -------
Year ended January 3, 1998
Allowance for losses on
accounts receivable . . . . . . $ 896 $ 410 $ 188 $ 1,118
======== ======= ======= =======
Reserves for sales discounts
and allowances . . . . . . . . $ 4,161 $ 620 $ -- $ 4,781
======= ====== ========= =======
Year ended December 28, 1996
Allowance for losses on
accounts receivable . . . . . $ 863 $ 236 $ 203 $ 896
========= ======= ======= ========
Reserves for sales discounts
and allowances . . . . . . . $ 3,038 $ 1,123 $ -- $ 4,161
======== ======= ========= ========
Year ended December 31, 1995
Allowance for losses on
accounts receivable . . . . . $ 716 $ 275 $ 128 $ 863
Reserves for sales
discounts
and allowances $2,525 $ 513 $ -- $ 3,038
Year ended December 31,
1994
Allowance for losses
on accounts receivable $ 692 $ 155 $ 131 $ 716========= ======= ========= ========
Reserves for sales discounts
and allowances . . $2,134. . . . . $ 3912,525 $ 513 $ -- $ 2,5253,038
======== ======= ========= ========
(A) Write-off of uncollectible accounts, net of uncollectible accounts, net of recoveries and foreign currency
translation.
-21--20-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Littelfuse, Inc.
By /s/ Howard B. Witt
Howard B. Witt,
Chairman, President and
Chief Executive Officer
Date: March 19, 199724, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
/s/ Howard B. Witt Chairman of the Board, President
Howard B. Witt and Chief Executive Officer
/s/ John P. Driscoll Director
John P. Driscoll
/s/ Anthony Grillo Director
Anthony Grillo
/s/ Bruce A. Karsh Director
Bruce A. Karsh
/s/ John E. Major Director
John E. Major
/s/ John J. Nevin Director
John J. Nevin
/s/ James F. Brace Vice President, Treasurer
James F. Brace and Chief Financial Officer
(Principal Financial Officer)
-21-
LITTELFUSE INC.
INDEX TO EXHIBITS
Sequentialc)
Page Number
Number Description of Exhibit a)
2.1 Plan of Reorganization under Chapter 11 of the Bankruptcy Code of
Old Littelfuse.
b) 3.1 Certificate of Incorporation (as amended to date).
3.1A Certificate of Designations of Series A Preferred Stock (filed as Exhibit
4.2 to the Company's Current Report on Form 8-K dated December 1, 1995
(1934 Act File No. 0-20388) and incorporated herein by reference.)
b)3.2 Bylaws
4.1 Credit Agreement among Littelfuse, Inc., as borrower, the lenders named
therein and the First National Bank of Chicago, as agent, dated as of
August 31, 1993. (filed as exhibit 4.1 to the Company's Form 10K for the
year ended December 31, 1993) and incorporated herein by reference.
4.1A Amendment No. 1 to Credit Agreement, dated as of March 31, 1994. (Filed as
Exhibit 4.1A to the Company's Form 10-K for the year ended December 31,
1995.) and incorporated herein by reference).
4.1B Amendment No. 2 to Credit Agreement, dated as of June 16, 1995. (Filed as
Exhibit 4.1A to the Company's Form 10-K for the year ended December 31,
1995.) and incorporated herein by reference).
4.2 Registration Rights Agreement, dated as of December 27, 1991, between
Littelfuse, Inc. and The Toronto-Dominion Bank Trust Company, as agent.
4.3 Warrant Agreement, dated as of December 27, 1991, between Littelfuse, Inc.,
and LaSalle National Trust, N.A., as warrant agent, together with form of
Warrant. (filed as exhibit 4.3A to the Company's Form 10-Q for the
quarterly period ended June 28, 1997 (1934 Act File No. -20388) and
incorporated herein by reference).
- ------------
a) All of the exhibits, (except those filed herewith or specifically noted as
being incorporated by reference from a different filing under the
Securities as of 1933 or Securities act of 1934) were filed as exhibits to
the Company's Form 10 as filed with the Securities and Exchange Commission
which became effective on September 16, 1992 (1934 Act File No. 0-20388)
and are incorporated herein by reference.
b) Filed herewith.
c) This information appears only in the manually signed copy of the report.
d) Indicates an employee benefit plan, management contract or compensatory
plan or arrangement in which a named executive officer participates.
-22-
LITTELFUSE INC.
INDEX TO EXHIBITS
Sequentialc)
Page
Number Description of Exhibita) Number
2.1 Plan of Reorganization under Chapter 11 of
the Bankruptcy Code of Old Littelfuse.
3.1 Certificate of Incorporation (as amended to date).
3.1A Certificate of Designations of Series A Preferred
Stock (filed as Exhibit 4.2 to the Company's Current
Report on Form 8-K dated December 1, 1995 (1934 Act File
No.0-20388) and incorporated herein by reference).
3.2 Bylaws (filed as Exhibit 3.1 to the Company's Current
Report on Form 8-K dated December 1, 1995 (1934 Act
File No. 0-20388) and incorporated herein by reference).
4.1 Credit Agreement among Littelfuse, Inc., as borrower, the
lenders named therein and the First National
Bank of Chicago, as agent, dated as of August 31, 1993.
4.1A Amendment No. 1 to Credit Agreement, dated as of March 31,
1994. (Filed as Exhibit 4.1A to the Company's Form 10-K
for the year ended December 31, 1995.)
4.1B Amendment No. 2 to Credit Agreement, dated as of June 16,
1995. (Filed as Exhibit 4.1A to the Company's Form
10-K for the year ended December 31, 1995.)
4.2 Registration Rights Agreement, dated as of
December 27, 1991, between Littelfuse, Inc. and The
Toronto-Dominion Bank Trust Company, as agent.
4.3 Warrant Agreement, dated as of December 27, 1991,
between Littelfuse, Inc., and LaSalle National Trust,
N.A., as warrant agent, together with form of Warrant.
____________
a) All of the exhibits, (except those filed herewith or
specifically noted as being incorporated by reference from a
different filing under the 1933 Act or 1934 Act) were filed as
exhibits to the Company's Form 10 as filed with the
Securities and Exchange Commission which became effective on
September 16, 1992 (1934 Act File No. 0- 20388) and are
incorporated herein by reference.
b) Filed herewith.
-23-
c) This information appears only in the manually signed
copy of the report.
d) Indicates an employee benefit plan, management
contract or compensatory plan or arrangement in which a named
executive officer participates.
Sequentialc)
Page Number
Description of Exhibit a)
Number
b)4.4 Stock Plan for Employees and Directors of Littelfuse, Inc. d)
4.5 Form of Stock Option Agreement
4.6 Specimen Common Stock certificate.
4.7 Littelfuse, Inc. Retirement Plan dated January 1, 1992, as amended and
restated.d)
4.8 Littelfuse, Inc. 401(k) Savings Plan.d)
4.9 Note Purchase Agreement, dated as of August 31, 1993, relating to
$45,000,000 principal amount of Littelfuse, Inc. 6.31% Senior Notes due
August 31, 2000.
b)4.10 Littelfuse Rights Plan Agreement, dated as of December 15, 1995, between
Littelfuse, Inc. and LaSalle National Bank, as Rights Agent, together with
Exhibits thereto.
10.1 Lease Agreement (with option to purchase), dated December 27, 1991, between
Littelfuse, Inc. and Westmark Systems, Inc.
10.2 Tax Indebtedness Sharing Agreement, dated December 27, 1991, between
Littelfuse, Inc., Tracor, Inc. and certain other companies.
10.3 Patent License Agreement, dated as of July 28, 1995, between Littelfuse,
Inc. and Pacific Engineering Company, Ltd.(filed as exhibit 10.3 to the
Company's Form 10K for the year ended December 28, 1996)
10.4 MINI(R) and MAXITM License Agreement, dated as of June 21, 1989, between
Littelfuse, Inc. and McGraw-Edison Company.
10.5 Patent License Agreement, dated as of January 1, 1987, between Littelfuse,
Inc. and Cooper Industries, Inc.
b)10.6 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. d)
4.5 Form of Stock Option Agreement
4.6 Specimen Common Stock certificate.
4.7 Littelfuse, Inc. Retirement Plan dated January
1, 1992, as amended and restated.d)
4.8 Littelfuse, Inc. 401(k) Savings Plan.d)
4.9 Note Purchase Agreement, dated as of August 31, 1993,
relating to $45,000,000 principal amount of Littelfuse,
Inc. 6.31% Senior Notes due August 31, 2000.
4.10 Littelfuse Rights Plan Agreement, dated as of December 15,
1995, between Littelfuse, Inc. and LaSalle National
Bank, as Rights Agent, together with Exhibits thereto
(filed as Exhibit 1 to the Company's Form 8-A
Registration Statement dated December 4, 1995 (1934
Act File No. 0-20388)
10.1 Lease Agreement (with option to purchase),dated December 27,
1991, between Littelfuse, Inc. and Westmark Systems, Inc.
10.2 Tax Indebtedness Sharing Agreement, dated December 27, 1991,
between Littelfuse, Inc., Tracor, Inc. and certain other companies.
b)10.3 Patent License Agreement, dated as of July 28, 1995, between
Littelfuse, Inc. and Pacific Engineering Company, Ltd.
10.4 MINIr and MAXITM License Agreement, dated as of June 21,
1989, between Littelfuse, Inc. and McGraw-Edison Company.
10.5 Patent License Agreement, dated as of January 1, 1987,
between Littelfuse, Inc. and Cooper Industries, Inc.
-24-
-23-
Sequentialc)
Page
Number Description of Exhibit a) Number
10.6 1993 Stock Plan for Employees and Directors of
Littelfuse, Inc. (filed as Exhibit 10.1 to the Company's
Form 10-Q for the quarterly period ended June 30, 1995
(1934 Act File No. 0-20388) and incorporated herein by
reference.d)
10.7 Littelfuse, Inc. Supplemental Executive Retirement Plan.d)
10.8 Littelfuse Deferred Compensation Plan for Non-employee
Directors.d)
10.9 Littelfuse Executive Loan Program (filed as Exhibit
10.2 to the Company's Form 10Q for the quarterly period
ended June 30, 1995 (1934 Act File No. 0-20388) and
incorporated herein by reference.d)
b10.10 Employment Agreement dated as of September1, 1996 between
Littelfuse, Inc. and Howard B. Witt. d)
b)10.11 Change of Control Employment Agreement dated
as of September 1, 1996 between Littelfuse, Inc. and Howard
B. Witt. d)
b)10.12 Form of change of Control Employment Agreement
dated as of September 1, 1996 between Littelfuse, Inc.
and Messrs. Anderson, Audino, Barron, Brace, Krueger
and Turner. d)
b)11.1 Computation of Net Income per Share.
b)13.1 Portions of Littelfuse Annual Report to Stockholders
for the year ended December 28, 1996.
Sequentialc)
Page Number
Number Description of Exhibit a)
10.7 Littelfuse, Inc. Supplemental Executive Retirement Plan.d)
10.8 Littelfuse Deferred Compensation Plan for Non-employee Directors. (filed as
exhibit 10.8A to the Company's Form 10-Q for the quarterly period ended
June 28, 1997 (1934 Act File No. 0-20388) and incorporated herein by
reference.)d)
10.9 Littelfuse Executive Loan Program (filed as Exhibit 10.2 to the Company's
Form 10Q for the quarterly period ended June 30, 1995 (1934 Act File No.
0-20388) and incorporated herein by reference.)d)
10.10 Employment Agreement dated as of September 1, 1996 between Littelfuse, Inc.
and Howard B. Witt. d)
10.11 Change of Control Employment Agreement dated as of September 1, 1996
between Littelfuse, Inc. and Howard B. Witt. d)
10.12 Form of change of Control Employment Agreement dated as of September 1,
1996 between Littelfuse, Inc. and Messrs. Anderson, Audino, Barron, Brace,
Krueger and Turner. d)
b)13.1 Portions of Littelfuse Annual Report to Stockholders for the fiscal year
ended January 3, 1998.
b)22.1 Subsidiaries.
b)23.1 Consent of Independent Auditors.
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Exhibit 22.1
SUBSIDIARIES
Littelfuse, S.A. de C.V.
Littelfuse FSC
Littelfuse Do Brazil
Littelfuse, B.V.
Littelfuse, A.G.
Littelfuse Limited
Littelfuse Far East PTE Ltd.
Littelfuse HK Limited
Littelfuse Holdings Pte Ltd
Suzhou Littelfuse OVS Ltd
Sam Hwa Littelfuse Inc. (65% owned)
Littelfuse KK
Littelfuse Triad Inc.
Littelfuse Phils Inc
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