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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 MayE2, 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 MayE2, 1997
1,979,900 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 MayE12, 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
MayE2, 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
29.9%
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 12, 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: May 12, 1997
Warrantholder:
Print or type name of
Warrantholder of
Record:
__________________________
__________________________
Authorized Signature
__________________________
Print Name and Title