-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kqwd3Ymo02lEXEMkZlcTUP26z0p7uLy1/CjOFSFh40tZOojL+/b1iXvvhMWMLszy ln2ykMbFV7eQIMto9IE8mg== 0000889331-98-000007.txt : 19981118 0000889331-98-000007.hdr.sgml : 19981118 ACCESSION NUMBER: 0000889331-98-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981003 FILED AS OF DATE: 19981116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LITTELFUSE INC /DE CENTRAL INDEX KEY: 0000889331 STANDARD INDUSTRIAL CLASSIFICATION: SWITCHGEAR & SWITCHBOARD APPARATUS [3613] IRS NUMBER: 363795742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-20388 FILM NUMBER: 98749597 BUSINESS ADDRESS: STREET 1: 800 E NORTHWEST HWY CITY: DES PLAINES STATE: IL ZIP: 60016 BUSINESS PHONE: 7088241188 MAIL ADDRESS: STREET 1: 800 E. NORTHWEST HWY CITY: DES PLAINES STATE: IL ZIP: 60016 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 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 (I.R.S. Employer of incorporation or organization) Identification No.) 800 East Northwest Highway Des Plaines, Illinois 60016 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 824-1188 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes X No As of October 3, 1998, 20,305,035 shares of common stock, $.01 par value, of the Registrant and warrants to purchase 2,581,667 shares of common stock, $.01 par value, of the Registrant were outstanding. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION PAGE Item 1. Consolidated Condensed Statements of Income, Financial Condition, and Cash Flows and Notes to the Consolidated Condensed Financial Statements (unaudited) ..................................... 1 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................... 6 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K ................................. 10 Part I - Financial Information Item 1. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (In thousands, except per share data) (unaudited) For the Three For the Nine Months Ended Months Ended Oct. 3, Sept. 27, Oct. 3, Sept. 27, 1998 1997 1998 1997 Net sales $69,035 $68,993 $207,482 $204,404 Cost of sales 43,130 41,133 128,653 121,116 ---------- ---------- ----------- ---------- Gross profit 25,905 27,860 78,829 83,288 Selling, administrative and general expenses 15,066 14,853 45,511 44,423 Amortization of intangibles 1,613 1,787 5,112 5,293 ----------- ----------- ------------- ------------ Operating income 9,226 11,220 28,206 33,572 Costs associated with consolidation of operations (356) - 395 - Interest expense 1,165 2,634 2,989 902 Other (income)/expense, net (123) (488) -------- ----------- ---------- ------- ----- 162 151 ---- --- Income before income taxes 8,518 10,178 25,026 31,071 Income taxes 3,152 3,766 8,280 11,496 ----------- ----------- ------------- ----- ------ Net income $ 5,366 $ 6,412 $ 16,746 $ 19,575 = ========= = ========= = ========== = ========= Net income per share - Basic $ 0.26 $ 0.32 $ 0.81 $ 0.99 =========== =========== ============= ============ - Diluted $ 0.23 $ 0.27 $ 0.72 $ 0.81 =========== =========== ============= ============ Weighted average number of common and common equivalent shares outstanding - Basic 20,587 19,887 20,570 19,777 ========== ========== ============ =========== - Diluted 22,979 24,041 23,343 24,091 ========== ========== ============ =========== 1
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION (In thousands) Oct. 3, Jan. 3, 1998 1998 ----------------- ------------- (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 29,824 $ 755 Accounts receivable 47,527 37,458 Inventories 36,029 39,075 Deferred income taxes 3,672 3,672 Prepaid expenses and other 2,896 2,599 Total current assets 119,651 83,856 Property, plant, and equipment, net 76,880 70,763 Reorganization value, net 38,961 41,202 Patents and other identifiable intangible assets, net 19,917 22,786 Prepaid pension cost and other assets 3,278 ----------- --------- 4,213 $ 259,622 $221,885 ============== ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 34,468 $ 31 ,601 Accrued income taxes 6,982 9,952 Current portion of long-term debt 4,643 10,172 -------------- ----------- Total current liabilities 46,093 51,725 Long-term debt, less current portion 78,224 40,385 Deferred income taxes 6,205 6,205 Minority Interest 52 65 Shareholders' equity: Preferred stock, par value $.01 per share: 1,000,000 shares authorized; no shares issued and outstanding - - Common stock, par value $.01 per share: 34,000,000 shares authorized; 20,305,035 and 19,873,140 shares issued and outstanding 203 199 Additional paid-in capital 57,601 52,540 Notes receivable - common stock (1,960) (1,960) Foreign translation adjustment (3,437) (4,767) Retained earnings 76,641 77,493 -------------- ----------- Total shareholders' equity 129,048 123,505 -------------- ----------- $ 259,622 $221,885 ============== =========== 2
For the Nine Months Ended Oct. 3, Sept. 27, 1998 1997 Operating activities: Net income $ 16,746 $ 19,575 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 10,517 9,781 Amortization 5,112 5,293 Provision for bad debts 463 371 Deferred income taxes - (1) Minority interest (22) (115) Changes in operating assets and liabilities: Accounts receivable (9,494) (8,955) Inventories 3,793 (8,363) Accounts payable and accrued expenses 2,365 5,546 Other, net (3,294) (534) --------- -------- Net cash provided by operating activities 26,186 22,598 Cash used in investing activities: Purchases of property, plant, and equipment net (15,349) (12,545) Acquisition of business, net - (5,060) --------- --------- (15,349) (17,605) Cash provided by (used in) financing activities: Borrowings/(Payments) of long-term debt, net 31,772 (1,209) Proceeds from exercise of stock options and warrants 5,528 1,453 Purchase of common stock and warrants (18,349) (6,147) ----------- ---------- 18,951 (5,903) Effect of exchange rate changes on cash (719) (266) ----------- ---------- Increase/(Decrease) in cash and cash equivalents 29,069 (1,176) Cash and cash equivalents at beginning beginning of period 755 1,427 ------------ ----------- Cash and cash equivalents at end of period $ 29,824 $ 251 ============= ============ 3
Notes to Consolidated Condensed Financial Statements (Unaudited) October 3, 1997 1. Basis of Presentation Littelfuse, Inc. and its subsidiaries (the "Company") are the successors in interest to the components business previously conducted by subsidiaries of Tracor Holdings, Inc. ("Predecessor"). The Company acquired its business as a result of the Predecessor's reorganization activities concluded on December 27, 1991. The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting solely of normal recurring items, considered necessary for a fair presentation have been included. Operating results for the period ended October 3, 1998 are not necessarily indicative of the results that may be expected for the fiscal year ending January 2, 1999. For further information, refer to the Company's consolidated financial statements and the notes thereto as of January 3, 1998, included in the Company's Annual Report on Form 10-K. 2. Inventories The components of inventories are as follows (in thousands): October 3, January 3, 1998 1998 Raw material $ 9,660 $ 8,788 Work in process 5,138 3,556 Finished goods 21,231 26,731 ------- ------ Total $36,029 $39,075 ======= =======
3. Per Share Data Net income per share amounts for the three months and nine months ended October 3, 1998 and September 27, 1997 are based on the weighted average number of common and common equivalent shares outstanding during the periods after giving retroactive effect to the June 10, 1997 stock split as follows (in thousands, except per share data): 4 Three months ended Nine months ended Oct. 3, Sept. 27, Oct. 3, Sept. 27, 1998 1997 1998 1997 Average shares outstanding 20,587 19,887 20,570 19,777 Net effect of dilutive stock options, warrants and restricted shares - Basic - - - - ------------ ------------ ----------- ------ - Diluted 2,392 4,154 2,773 4,314 ------- ------- ------- ------ Average shares outstanding - Basic 20,587 19,887 20,570 19,777 ====== ====== ====== ====== - Diluted 22,979 24,041 23,343 24,091 ====== ====== ====== ====== Net income $ 5,366 $ 6,412 $16,746 $19,575 ======= ======= ======= ======= Net income per share - Basic $ 0.26 $ 0.32 $ 0.81 $ 0.99 ======== ======== ========= ========= - Diluted $ 0.23 $ 0.27 $ 0.72 $ 0.81 ======== ======== ========= =========
4. Long Term Debt The Company concluded a financing package on August 31, 1998. The package consists of $60.0 million of Senior Notes with an interest rate of 6.16% issued pursuant to a Note Purchase Agreement which requires annual principal payments payable beginning in 1999 through 2005. The package also includes a revised bank Credit Agreement which provides an open revolver line of credit of $55.0 million, subject to a maximum indebtedness calculation and other financial covenants. No revolver principal payments are required until the line matures on August 31, 2003. At October 3, 1998 the Company had available $55.0 million of borrowing capability under the revolver facility. In addition, the Company has outstanding $18.0 million of Senior Notes issued pursuant to a Note Purchase Agreement dated August 31, 1993. 5. Comprehensive Income In accordance with Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," total comprehensive income for the three months ended October 3, 1998 and September 27, 1997 was approximately $6.4 million and $6.1 million respectively and the nine months ended October 3, 1998 and September 27, 1997 was $18.1 million and $17.9 million respectively. The adjustment for comprehensive income is related to the Company's foreign currency translation. 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Sales remained unchanged at $69.0 million for the third quarter of 1998 compared to the same period last year. Operating income decreased 18 percent to $9.2 million for the quarter compared to $11.2 million the third quarter of last year. Net income decreased to $5.4 million or $0.23 per diluted share for the quarter compared to $6.4 million or $0.27 per diluted share the third quarter of last year. Cash flow from operations was $8.7 million the third quarter of 1998. The Company repurchased shares of its common stock for $9.4 million and made capital investments of $5.3 million during the third quarter. The debt to equity ratio was 0.64 to 1 at October 3, 1998 compared to 0.41 to 1 at year end 1997 and 0.47 to 1 at September 27, 1997. Third Quarter, 1998 The Company's sales remained the same for the third quarter 1998 compared to the same period last year. The gross margin was 37.5 percent the third quarter this year compared to 40.4 percent last year. Operating income decreased to 13.4 percent of sales the third quarter this year from 16.3 percent last year. Net income decreased 16 percent the third quarter this year compared to last year. Diluted earnings per share decreased 15 percent to $0.23 compared to $0.27. North American sales decreased 1 percent due to slower electronics sales and the remaining effects of the General Motors strike. Strong electronics and auto OEM sales growth led to a 23 percent sales increase in Europe. Weaker Japan electronics sales and increased pressure on selling prices contributed to a 10 percent decline in sales in Asia Pacific. However, Asia Pacific sales measured in constant currency only declined 2 percent. Electronics sales declined to $33.7 million in the third quarter 1998 from $34.7 million the same quarter of last year for a decrease of $1.0 million or 3 percent. When measured in constant currency, electronic sales increased by $0.2 million or 1 percent. Electronics sales growth was strong in Europe, particularly in the telecommunications market, but was offset by a decline in Asia Pacific. Automotive sales declined slightly to $24.2 million in the third quarter 1998 from $24.4 million the same quarter last year for a decrease of $0.2 million or 1 percent. Europe showed strong auto OEM sales growth, while North America growth continued to be weak due in part to the General Motors strike which lasted into the third quarter. Power fuse sales grew to $11.1 million in the third quarter 1998 from $9.9 million the same quarter last year for an increase of $1.2 million or 12 percent. The Company believes that its electrical business sales continue to grow faster than the electrical fuse market growth due to its innovative new products. Gross profit was $25.9 million or 37.5 percent of sales for the third quarter 1998 compared to $27.9 million or 40.4 percent last year. Competitive pressure on selling prices in the electronics segment has continued to have an unfavorable impact on the gross margin. 6 The above normal selling price declines in electronics sales continued to be more pronounced in Asia than in North America or Europe. Although to a lesser extent than in the first two quarters of 1998, some unfavorable labor and overhead absorption was experienced in the third quarter due to not building inventory when sales were flat. Startup expenses on several new products also contributed to the reduced gross margin. The Company has identified cost savings programs about twice the normal annual rate and continues to identify and pursue cost reduction projects in order to address these margin issues. Selling, general and administrative expenses were $15.1 million or 21.8 percent of sales for the third quarter 1998, compared to $14.9 million or 21.5 percent of sales for the same quarter last year. Selling expenses accounted for approximately 63 percent of S,G&A for the third quarter 1998 and approximately 65 percent for the same quarter last year. This resulted from continued monitoring and control of S,G&A expenses despite the flat sales. The amortization of the reorganization value and other intangibles was 2.3 percent of sales for the third quarter 1998 and 2.6 percent of sales for the third quarter of last year. Total S,G&A expenses including intangibles amortization were 24.2 percent of sales the third quarter 1998 compared to 24.1 percent the same quarter last year. Operating income was $9.2 million or 13.4 percent of sales for the third quarter 1998 compared to $11.2 million or 16.3 percent last year. Interest expense was $0.9 million for the third quarter 1998 compared to $1.2 million last year due to a lower average debt level in the third quarter 1998 compared to the same period last year. Other expense, net, was $0.2 million for the third quarter 1998, compared to other income, net of $0.1 million for the same period last year. Income before taxes was $8.5 million for the third quarter 1998 compared to $10.2 million last year. Income taxes were $3.2 million with an effective tax rate of 37 percent for the third quarter 1998 compared to $3.8 million with an effective tax rate of 37 percent the third quarter of last year. Costs associated with consolidation of operations were reduced by $0.4 million in the third quarter compared to zero in the prior year. The consolidation of the Company's two Korean operations was completed in the third quarter. This reduction in charges related to consolidation of the Korean operations on more favorable terms than originally anticipated. Net income for the third quarter 1998 was $5.4 million or $0.23 per diluted share compared to $6.4 million or $0.27 per diluted share last year. Nine Months, 1998 Sales increased 2 percent to $207.5 million from $204.4 million last year. Operating income declined 16 percent to $28.2 million from $33.6 million the first nine months of last year. Net income declined 14 percent to $16.7 million from $19.6 million last year. Cash provided by operations before interest expense was $28.8 million and after interest expense was $26.2 million. Earnings per diluted share decreased 11 percent to $0.72 the first nine months of 1998 compared to $0.81 for the same period last year. The sales trend in electronics has been weaker than normal for the first nine months of 1998. Slower North American and Asia Pacific electronic sales have been offset by strong European electronic sales. Nine months electronics sales were up 1 percent at $102.4 million 7 compared to $101.0 million last year. Automotive sales were down 2 percent at $74.0 million compared to $75.4 million last year. European auto OEM business has been strong, while North American sales declined partially due to the General Motors automotive strike. Power fuse sales were up 11 percent to $31.1 million from $28.0 million last year, primarily due to gaining market share through innovative new products. Gross profit was 38.0 percent or $78.8 million for the first nine months of 1998 compared to 40.7 percent or $83.3 million the first nine months of last year. Contributing to the decline in gross margin were startup expenses on new products, above normal selling price declines for electronics products (particularly in Asia) and unfavorable labor and overhead absorption due to not building inventory despite lower than planned sales. The Company is aggressively targeting cost savings efforts to address the decrease in gross margin. Selling, general and administrative expenses were 21.9 percent of sales for the first nine months 1998 compared to 21.7 percent of sales last year. The amortization of intangibles was 2.5 percent of sales for the first nine months 1998 compared to 2.6 percent last year. Total S,G & A expenses including intangibles amortization were 24.4 percent of sales the first nine months 1998 compared to 24.3 percent of sales the first nine months of last year. Operating income was $28.2 million or 13.6 percent of sales the first nine months 1998 compared to $33.6 million or 16.4 percent last year. Interest expense was $2.6 million the first nine months 1998 compared to $3.0 million the first nine months of last year. Other expense, net was $0.2 million the first nine months 1998 compared to other income of $0.5 million for the same period last year. Income before taxes was $25.0 million the first nine months 1998 compared to $31.1 million the first nine months of last year. Income taxes were $8.3 million the first nine months 1998 compared to $11.5 million last year. Costs associated with consolidation of operations was $0.4 million the first nine months 1998 compared to zero the prior year. These costs related to the consolidation of the Company's two Korean operations, which was completed in the third quarter. Net income the first nine months 1998 decreased 14 percent to $16.7 million from $19.6 million for the same period last year. Earnings per share the first nine months of 1998 decreased 11 percent to $0.72 per diluted share compared to $0.81 per diluted share last year. Liquidity and Capital Resources Assuming no material adverse changes in market conditions or interest rates, management expects that the Company will have sufficient cash from operations to support its operations, its capital expenditures and its current debt obligations for the foreseeable future. Littelfuse started the 1998 year with $0.8 million of cash. Net cash provided by operations was $26.2 million for the first nine months. Cash used to invest in property, plant and equipment was $15.3 million. Cash used to repurchase stock and warrants was $18.3 million, proceeds of option exercises were $5.5 million, and proceeds of debt issuance were $31.8 million for net cash provided by financing activities of $19.0 million. 8 The net of cash provided by operations, less investing activities, less financing activities resulted in an increase in cash of $29.1 million. This left the Company with a cash balance of approximately $29.8 million at October 3, 1998. The ratio of current assets to current liabilities was 2.6 to 1 at the end of the third quarter 1998, 1.6 to 1 at year end 1997, and 1.5 to 1 at the end of the third quarter 1997. The days sales in receivables was approximately 57 days at the end of the third quarter 1998 compared to 52 days at year end 1997 and 59 days at the end of the third quarter 1997. The days inventory outstanding was approximately 76 days at the end of the third quarter 1998 compared to 89 days at year end 1997 and 89 days at the end of the third quarter 1997. The Company's capital expenditures, primarily for new machinery and equipment, were $15.3 million for the first nine months 1998. The ratio of long-term debt to equity was 0.64 to 1 at the end of the first nine months 1998 compared to 0.41 to 1 at year end 1997. The long-term debt at the end of the first nine months 1998 consists of four types totaling $82.9 million. They are as follows: (1) private placement notes totaling $78.0 million, (2) foreign revolver borrowings totaling $3.1 million, (3) notes payable relating to mortgages totaling $0.7 million, and (4) other long-term debt totaling $1.1 million. These four items include $4.6 million of the senior notes, tax notes and mortgage notes, which are considered to be current. This leaves net long-term debt totaling $78.2 million at October 3,1998. The private placement notes carry an interest rate of 6.31% and 6.16%. The Company had available at October 3, 1998, a revolver facility of $55.0 million. The Company also has a $8.0 million letter of credit facility, of which approximately $1.8 million was being used at October 3, 1998 Year 2000 The Company currently has substantially completed its evaluation of its business application, process equipment, and communications computer software and databases to determine whether or not modifications will be required to prepare the Company's computer systems for the year 2000. These problems, which have been widely reported in the media, could cause malfunctions in certain software and databases with respect to dates on or after January 1, 2000, unless corrected. At this time, the Company has completed the worldwide evaluation of the modifications required of its computer software or databases for all business applications and many process and communications applications and has a dedicated cross functional team operating to make the identified systems hardware and software changes. However, if such modifications are not made or completed timely, the Year 2000 issue could have a material impact on the operations of the Company. The Company's current best estimate is the Company will spend $1 to $1 1/2 million more for information systems consulting and training than the prior two year average in 1998 and $2 to $3 million more than the prior two year average in 1999 to make the changes needed to support Year 2000 requirements. The company expects to have all systems compliant by the third quarter 1999. The Company is presently evaluating various contingency plans and the need for a contingency plan in the event it does not complete all phases of the Year 2000 program. The company plans to evaluate the status of completion in March 1999 and determine whether such a plan is necessary. 9 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. The preceding commentary presents management's discussion and analysis of the Company's financial condition and results of operations for the periods presented. Certain of the statements included above, including those regarding future financial performance or results or those that are not historical facts, are or contain "forward-looking" information as that term is defined in the Securities Exchange Act of 1934, as amended. The words "expect," "believe," "anticipate," "project," "estimate," and similar expressions are intended to identify forward-looking statements. The Company cautions readers that any such statements are not guarantees of future performance or events and such statements involve risks, uncertainties and assumption, including, but not limited to, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product development and patent protection, commercialization and technological difficulties, capacity and supply constraints or difficulties, actual purchases under agreements, the effect of the Company's accounting policies, and other factors discussed above and in the Company's Annual Report on Form 10-K for the year ended January 3, 1998. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual results and outcomes may differ materially from those indicated or implied in the forward-looking statements. This review should be read in conjunction with information provided in the financial statements appearing in the Company's Annual Report on Form 10-K for the year ended January 3, 1998. PART II - OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K (a) Exhibit Description Exhibit 4.1 Amendment to the Littelfuse Rights Plan Agreement (filed as Exhibit 1 to the Company's Form 8-A Registration Statement dated December 4, 1995 (1934 Act File No. 0-20388) Exhibit No. 27 Financial Data Schedule (b) There were no reports on Form 8-K during the quarter ended October 3, 1998.
10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended October 3, 1998 to be signed on its behalf by the undersigned thereunto duly authorized. Littelfuse, Inc. Date: November 13, 1998 By /s/ Howard B. Witt Howard B. Witt Chairman, President, and Chief Executive Officer (As duly authorized officer) By /s/ Paul M. Dickinson Paul M. Dickinson (As acting principal financial and accounting officer) 11 Exhibit 4.10 SECOND AMENDMENT TO LITTELFUSE RIGHTS PLAN AGREEMENT THIS SECOND AMENDMENT is made and entered into as of the 31st day of July, 1998, by and between LITTELFUSE, INC., a Delaware corporation (hereinafter referred to as the Company), and LASALLE NATIONAL BANK, as Rights Agent (hereinafter referred to as the Rights Agent): W I T N E S S E T H: WHEREAS, the Company and the Rights Agent have heretofore executed that certain Littelfuse Rights Plan Agreement dated as of December 15, 1995, as amended by that certain First Amendment thereto dated as of August 1, 1996 (hereinafter, as amended, referred to as the Rights Plan); and WHEREAS, the company and the Rights Agent wish to amend the Rights Plan in certain respects, all in accordance with the terms and provisions hereof; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties hereto hereby agree as follows: 1. The definition of Exempt Person contained in the Rights Plan is hereby amended in its entirety to read as follows: (j) Exempt Person shall mean (i) the Company, (ii) any Subsidiary (as such term is hereinafter defined) of the Company, (iii) any employee benefit plan of the Company or any Subsidiary of the Company, (iv) any Person holding Common Shares for or pursuant to the terms of any such employee benefit plan, or (v) Oaktree Capital Management, LLC, a California limited liability company, or any of its Affiliates or Associates. 2. Except as specifically amended hereby the Rights Plan shall remain unchanged and continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Littelfuse Rights Plan Agreement as of the day and year first above written. LITTELFUSE, INC. By /s/ Howard B. Witt Its Chairman, President and CEO LASALLE NATIONAL BANK, as Rights Agent By ______________________________ Its _____________________________ EX-27 2 FDS --
5 0000889331 Littelfuse, Inc 1,000 us dollar 9-mos Jan-02-1999 Aug-30-1998 Oct-3-1998 1.00 29,824 0 47,527 0 36,029 119,651 76,880 10,517 259,622 46,093 0 0 0 203 0 259,622 69,035 0 43,130 16,679 0 0 902 8,518 3,152 0 0 0 0 5,366 0.26 0.23
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