Littelfuse, Inc.
800 East Northwest Highway
Des Plaines, Illinois 60016
Consent Solicitation and Disclosure Statement
This Consent Solicitation and Disclosure Statement
is furnished in connection with the solicitation by the
Board of Directors of Littelfuse, Inc. (OLittelfuseO or
the OCompanyO) of irrevocable written consents related
to the proposed
amendment to the Warrant Agreement between Littelfuse
and LaSalle National Bank (formerly known as LaSalle
National Trust, N.A.), as Warrant Agent, dated as of
DecemberE20, 1991 (the OWarrant AgreementO). It is
extremely important that we receive your completed consent
before MayE30, 1997.
On AprilE25, 1997, the Board of Directors of
Littelfuse declared a stock dividend of one share of the
Littelfuse common stock, par value $.01 per share (the
OCommon StockO), on each issued and outstanding share of
the Common Stock (the OStock DividendO). The Stock
Dividend is to be paid and distributed on or about
JuneE10, 1997, to those holders of record of the Common
Stock at the close of business on MayE20, 1997.
Each outstanding Warrant (individually, a OWarrantO
and collectively, the OWarrantsO) issued pursuant to the
Warrant Agreement, currently represents the right to
purchase one share of the Common Stock at an exercise price
of $8.36.
In order to allow the Warrants to continue to trade on
the basis that each Warrant represents the right to
purchase one share of Common Stock, all Warrant holders
are asked to consent to an amendment to the Warrant
Agreement which, if approved, will result in each
certificate
representing outstanding Warrants on JuneE10, 1997 being
changed to represent twice the number of Warrants
previously represented by such certificate, with each
Warrant thereafter representing the right to purchase one
share of Common Stock at an exercise price of $4.18.
The Company believes that such change is necessary
in order to avoid confusion that may result from a
significant disparity in trading price that would result
if such amendment is not entered into. The consent
of the holders of certificates representing at least a
majority of the outstanding Warrants is required for
Littelfuse to enter into the amendment. Obtaining this
consent is not a condition to the payment of the Stock
Dividend. The amendment to the Warrant Agreement will
become effective upon payment of the Stock Dividend
The close of business on MayE1, 1997 has been fixed as
the record date for determining persons entitled to notice
of, and to submit a consent with respect to, the proposal
described in this Consent Solicitation and Disclosure
Statement.
The consent period will remain open until MayE30, 1997 and
Warrant holders are urged to read this Consent and
Disclosure Statement and complete and return the enclosed
consent as promptly as possible, but in any event no
later than MayE30, 1997. The Company will not hold a
meeting to
vote on the proposed amendment to the Warrant
Agreement. Once a Warrant holder gives a consent, it is
irrevocable.
ALL WARRANT HOLDERS SHOULD READ AND CAREFULLY
CONSIDER THIS CONSENT SOLICITATION AND DISCLOSURE
STATEMENT PRIOR TO RESPONDING TO THE SOLICITATION.
Littelfuse had outstanding on MayE1, 1997
1,980,460 Warrants, each representing the right to purchase
one share of the CompanyOs Common Stock at a current
exercise price of $8.36 per share. As of such date,
9,856,454 shares of common stock were outstanding.
The cost of soliciting consents will be borne
by Littelfuse. In addition to solicitation by mail,
officers and employees of Littelfuse may solicit consents
by telephone or in person, but will not receive any
additional consideration therefor.
This Consent Solicitation and Disclosure Statement
and form of irrevocable consent were first mailed to
Warrant holders on or about MayE___, 1997.
PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR
IRREVOCABLE CONSENT TO FIRST AMENDMENT TO WARRANT AGREEMENT
IN THE ENCLOSED ENVELOPE NO LATER THAN MAYE30, 1997.
THE COMPANY
Littelfuse was incorporated under the laws of the
State of Delaware on NovemberE25, 1991. The Company is
the immediate successor to the business and assets of a
corporation of the same name (OOld LittelfuseO), which
was originally formed in 1927 and subsequently acquired
by Tracor, Inc. (OTracorO) in 1968.
The CompanyOs predecessor, Old Littelfuse, was one
of a number of wholly-owned subsidiaries of Tracor. Tracor
and its affiliates, including Old Littelfuse, filed
voluntary petitions for reorganization under ChapterE11
of the United States Bankruptcy Code with the United
States Bankruptcy Court for the Western District of Texas
on FebruaryE1, 1991. On DecemberE6, 1991, the Bankruptcy
Court approved the reorganization plan for Tracor and
certain affiliates and the reorganization plan for Old
Littelfuse (collectively, the OPlansO). The Plans, which
were implemented effective as of DecemberE27, 1991,
resulted in the various businesses of Tracor being
split into three separate and independently managed
corporate entities, with the Company receiving
substantially all the business and assets of Old
Littelfuse.
The CompanyOs first full fiscal year was 1992.
OWNERSHIP OF LITTELFUSE, INC. WARRANTS
The following table sets forth certain information
with respect to the beneficial ownership of the
Warrants as of MayE1, 1997, by each Director, by each
person known by the Company to be the beneficial owner
of more than 5% of the outstanding Warrants, by each
executive officer
of the Company and by all of the Directors and
executive officers of the Company as a group. As
beneficial ownership of the Warrants is not required to be
publicly reported, the information provided below is based
solely on information available to the Company.
Number of Warrants
Beneficially Owned
Name and Address of Beneficial Owner
Number Percent
Janus Capital Corporation 591,525 29.0%
100 Fillmore Street
Suite 300
Denver, Colorado 80206-4923
Stein Roe & Farnham Incorporated 303,600 15.3%
One South Wacker Drive
Chicago, Illinois 60606
Howard B. Witt 0
*
Anthony Grillo 0 *
Bruce A. Karsh(1) 7,115 *
John E. Major 0 *
John J. Nevin 10,000 *
James F. Brace 0 *
William S. Barron 0 *
David J. Krueger 0
*
Lloyd J. Turner 0 *
All Directors and executive officers as a 0 *
group (13 persons)
____________________
(1)Excludes 10,958 Warrants that are immediately
exercisable that are deemed to be owned by TCW
Special Credits, a general partnership of which
Mr.EKarsh is a general partner. Mr.EKarsh
expressly disclaims beneficial ownership of
such Warrants. Also excludes 3,047 Warrants that
are immediately exercisable that are held in a third
party separate account for which Oaktree
Capital Management, LLC (OOaktreeO) serves as
investment adviser. Mr.EKarsh is President and a
Principal of Oaktree.
Mr.EKarsh expressly disclaims beneficial ownership of
such Warrants.
*Indicates ownership of less than 1% of outstanding
Warrants.
PROPOSED AMENDMENT OF WARRANT AGREEMENT
On AprilE25, 1997, the Board of Directors of
Littelfuse declared a Stock Dividend of one share of the
Littelfuse Common Stock on each issued and outstanding
share of the Common Stock. The Stock Dividend is to be
paid and distributed on or about JuneE10, 1997, to those
holders of record of the Common Stock at the close of
business on MayE20, 1997.
Each outstanding Warrant issued pursuant to the
Warrant Agreement currently represents the right to
purchase one share of the Common Stock at an exercise
price of $8.36. The Warrant Agreement currently provides
that, upon the payment of the Stock Dividend, the number
of outstanding Warrants will remain the same, the
exercise price will
remain the same but each Warrant would then represent the
right to purchase two (2) shares of Common Stock for a
total exercise price of $8.36.
Upon payment of the Stock Dividend, Littelfuse
believes that the market price of the Common Stock will
be
halved to reflect the stock dividend payment on that
date. Unless the Warrant Agreement is amended,
Littelfuse believes that the Warrants would continue to
trade at their pre-stock dividend market price. The
Company believes that such a disparity between
the trading price
of the Warrants and the Common Stock may cause confusion.
In order to avoid such potential confusion, all
Warrant holders are asked to consent to an amendment to
the Warrant Agreement which, if approved, will result in
each certificate representing outstanding Warrants on
June 10, 1997, being changed to represent twice the
number of Warrants previously represented by such
certificate, with each Warrant thereafter representing the
right to purchase one share of Common Stock at an exercise
price of $4.18. The consent of the holders of
certificates representing at least a majority of
the outstanding Warrants is required for Littelfuse to
enter into the amendment. Obtaining this consent is not a
condition to the payment of the Stock Dividend. The
amendment to the Warrant Agreement will become effective
upon payment of the Stock Dividend.
In accordance with the proposed amendment, the
following new SectionE12.19 will be added to the Warrant
Agreement:
12.19. Adjustments Relating to June 10, 1997,
Common Stock Dividend. In the event that the
Company pays on or about June 10, 1997 (the date
of payment being hereinafter referred
to as the OStock Dividend Payment DateO), a
dividend of one share of the Common Stock on
each issued and outstanding share of the Common
Stock, effective as of the Stock Dividend Payment
Date:
(i) the Exercise Price shall be
halved to $4.18;
(ii) a Stock Unit shall remain at one
share of New Common Stock, subject to subsequent
adjustments as provided in this Agreement; and
(iii) the number of Warrants represented
by each certificate representing Warrants
outstanding on JuneE10, 1997, shall be doubled.
The Board of Directors recommends that Warrant
holders consent to the proposed amendment to the Warrant
Agreement.
STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented at
the 1998 annual meeting of LittelfuseOs stockholders
must be received at the principal executive offices of
Littelfuse by NovemberE21, 1997, in order to be
considered for inclusion in LittelfuseOs proxy materials
relating to that meeting.
OTHER MATTERS
As of the date of this Consent Solicitation and
Disclosure Statement, management knows of no matters to be
brought before the Warrant holders other than the matter
referred to in this Consent Solicitation and Disclosure
Statement.
By order of the Board
of Directors,
Mary S. Muchoney
Secretary
May ___, 1997
Irrevocable
Consent
to
First Amendment
to
Warrant Agreement (the OWarrant AgreementO)
between
Littelfuse, Inc. (the OCompanyO)
and LaSalle National Bank
(formerly known as LaSalle National Trust, N.A.),
Warrant Agent (the OWarrant AgentO)
The undersigned agrees that, if the Company pays on
or about June 10, 1997, a dividend of one share of the
Company common stock, par value $.01 per share (the OCommon
StockO), on each issued and outstanding share of the
Common Stock, the Company and the Warrant Agent may
amend the Warrant Agreement as of the date of such payment
to add the following new Section 12.19 to the end of the
Warrant Agreement:
12.19. Adjustments Relating to June 10, 1997,
Common
Stock Dividend. In the event that the Company pays on
or about June 10, 1997 (the date of payment being
hereinafter referred to as the OStock Dividend
Payment DateO), a
dividend of one share of the Common Stock on each
issued
and outstanding share of the Common Stock, effective
as of the Stock Dividend Payment Date:
(i) the Exercise Price shall be halved
to
$4.18;
(ii) a Stock Unit shall remain at one
share of
New Common Stock, subject to
subsequent
adjustments as provided in this Agreement;
and
(iii) the number of Warrants represented
by each
certificate representing
Warrants
outstanding on June 10, 1997, shall
be
doubled.
Except as specifically amended by this
document, the Warrant Agreement shall remain unchanged
and shall continue in full force and effect.
Dated: ________________, 1997
Warrantholder:
Print or type name of
Warrantholder of Record:
__________________________
__________________________
Authorized Signature
__________________________
Print Name and Title