-----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, MdG4Oxe3fOJhsdrhSVPFf57fTf6fNGUO4kYghpY6QJI0JZMBQXZHO9Lq4c/a/DyP ho2IvU4twn94sThHuQz/vw== 0000950131-97-004181.txt : 19970630 0000950131-97-004181.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950131-97-004181 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 SROS: NASD 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20388 FILM NUMBER: 97631134 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 11-K 1 FORM 11-K FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission file number 0-20388 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: LITTELFUSE, INC. 401(K) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office. Littelfuse, Inc. 800 East Northwest Highway Des Plaines, Illinois 60016 REQUIRED INFORMATION The following financial statements shall be furnished for the plan: 1. An audited statement of financial condition as of the end of the latest two fiscal years of the plan (or such lesser period as the plan has been in existence). 2. An audited statement of income and changes in plan equity for each of the latest three fiscal years of the plan (or such lesser period as the plan has been in existence). 3. The statements required by Items 1 and 2 shall be prepared in accordance with the applicable provisions of Article 6A of Regulation S-X (17 CFR 210.6A--01-6A-05). 4. In lieu of the requirements of Items 1-3 above, plans subject to ERISA may file plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA. To the extent required by ERISA, the plan financial statements shall be examined by an independent accountant, except that the "limited scope exemption" contained in Section 103(a)(3)(C) of ERISA shall not be available. Note: A written consent of the accountant is required with respect to the plan annual financial statements which have been incorporated by reference in a registration statement on Form S-8 under the Securities Act of 1933. The consent should be filed as an exhibit to this annual report. Such consent shall be currently dated and manually signed. Financial Statements and Supplemental Schedules Littelfuse, Inc. 401(k) Savings Plan December 31, 1996 and 1995 with Report of Independent Auditors [LETTERHEAD OF ERNST & YOUNG LLP] Report of Independent Auditors 401(k) Committee Littelfuse, Inc. 401(k) Savings Plan We have audited the accompanying statements of net assets available for benefits of the Littelfuse, Inc. 401(k) Savings Plan as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1996 and 1995, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1996, and reportable transactions for the year then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. May 23, 1997 Littelfuse, Inc. 401(k) Savings Plan Statements of Net Assets Available for Benefits
December 31 1996 1995 ------------------------ Investments, at fair value Prime Reserve Fund $ 2,356,140 $ 1,956,497 New Income Fund 1,106,870 1,169,046 Equity Income Fund 3,990,738 3,210,221 Growth Stock Fund 3,447,030 2,754,673 New Horizons Fund 2,064,430 1,250,566 International Stock Fund 458,756 150,285 Littelfuse, Inc. Common Stock 1,081,080 716,999 Participant loans 301,465 212,758 ------------------------- 14,806,509 11,421,045 Contributions receivable: Employee 64,969 54,668 Employer 17,957 16,775 ------------------------- 82,926 71,443 ------------------------- Total assets 14,889,435 11,492,488 Excess contributions payable: Employee (22,224) - Employer (27,966) - ------------------------- Total liabilities (50,190) - ------------------------- Net assets available for benefits $14,839,245 $11,492,488 =========================
See accompanying notes. [PAGE>
Littelfuse, Inc. 401(k) Savings Plan Statement of Changes in Net Assets Available for Benefits, With Fund Information Year ended December 31, 1996 Fund Information ------------------------------------------------------------------------------------------------------- Prime New Equity Growth New International Reserve Income Income Stock Horizons Stock Total Fund Fund Fund Fund Fund Fund ------------------------------------------------------------------------------------------------------- Additions Employer contributions $ 469,538 $ 90,708 $ 44,228 $ 102,012 $ 107,364 $ 88,059 $ 19,193 Employee contributions 1,742,570 299,508 149,623 405,063 374,765 313,030 75,895 Investment income 922,618 107,889 73,863 250,499 272,837 187,612 12,289 ------------------------------------------------------------------------------------------------------ Total additions 3,134,726 498,105 267,714 757,574 754,966 588,701 107,377 Deductions Distributions to (860,640) (193,634) (64,682) (207,385) (240,226) (88,500) (3,758) participants Net participant loan activity - (29,648) (18,310) (18,439) (25,959) (15,173) 4,730 Net transfers (to) from other - 124,820 (196,905) (173,826) (137,417) 260,714 168,414 funds Net realized and unrealized (depreciation) appreciation in fair value of investments 1,072,671 - (49,993) 422,593 340,993 68,122 31,708 ------------------------------------------------------------------------------------------------------ Net increase (decrease) 3,346,757 399,643 (62,176) 780,517 692,357 813,864 308,471 Net assets available for benefits at beginning of year 11,492,488 1,956,497 1,169,046 3,210,221 2,754,673 1,250,566 150,285 Net assets available for benefits at ------------------------------------------------------------------------------------------------------ end of year $14,839,245 $2,356,140 $1,106,870 $3,990,738 $3,447,030 $2,064,430 $458,756 ====================================================================================================== ---------------------------------------------------------------- Littelfuse, Inc. Excess Common Participant Contributions Contributions Stock Loans Receivable Payable ---------------------------------------------------------------- Additions Employer contributions $ 44,758 $ - $ 1,182 $(27,966) Employee contributions 136,609 - 10,301 (22,224) Investment income - 17,629 - - ---------------------------------------------------------------- Total additions 181,367 17,629 11,483 (50,190) Deductions Distributions to participants (51,280) (11,175) - - Net participant loan activity 2,917 99,882 - - Net transfers (to) from other funds (28,171) (17,629) - - Net realized and unrealized (depreciation) appreciation in fair value of investments 259,248 - - - ---------------------------------------------------------------- Net increase (decrease) 364,081 88,707 11,483 (50,190) Net assets available for benefits at beginning of year 716,999 212,758 71,443 - Net assets available for benefits at ---------------------------------------------------------------- end of year $1,081,080 $ 301,465 $ 82,926 $(50,190) ================================================================
See accompanying notes.
Littelfuse, Inc. 401(k) Savings Plan Statement of Changes in Net Assets Available for Benefits, With Fund Information Year ended December 31, 1995 Fund Information ---------------------------------------------------------------------------- Prime New Equity Growth New Reserve Income Income Stock Horizons Total Fund Fund Fund Fund Fund --------------------------------------------------------------------------------------- Additions Employer contributions $ 455,003 $ 89,577 $ 42,969 $ 89,166 $ 95,418 $ 67,566 Employee contributions 1,608,658 272,956 154,436 361,290 351,126 232,575 Investment income 609,809 91,898 69,208 172,049 131,191 129,597 --------------------------------------------------------------------------------------- Total additions 2,673,470 454,431 266,613 622,505 577,735 429,738 Deductions Distributions to participants (271,173) (141,916) (10,055) (36,636) (20,587) (40,071) Net participant loan activity - (16,569) (868) (10,513) (21,742) (9,505) Net transfers (to) from other funds - 213,542 (63,876) (8,858) (123,171) 58,374 Net realized and unrealized appreciation in fair value of investments 1,570,093 - 102,219 576,899 478,779 250,844 --------------------------------------------------------------------------------------- Net increase 3,972,390 509,488 294,033 1,143,397 891,014 689,380 Net assets available for benefits at beginning of year 7,520,098 1,447,009 875,013 2,066,824 1,863,659 561,186 --------------------------------------------------------------------------------------- Net assets available for benefits at end of year $ 11,492,488 $ 1,956,497 $ 1,169,046 $ 3,210,221 $ 2,754,673 $ 1,250,566 =======================================================================================
Fund Information ---------------------------- Littelfuse, International Inc. Stock Common Participant Contributions Fund Stock Loans Receivable ----------------------------------------------------------- Additions Employer contributions $ 10,890 $ 42,642 $ - $ 16,775 Employee contributions 48,949 132,658 - 54,668 Investment income 4,022 - 11,844 - ---------------------------------------------------------- Total additions 63,861 175,300 11,844 71,443 Deductions Distributions to participants (3,952) (12,983) (4,973) - Net participant loan activity 4,246 (1,311) 56,262 - Net transfers (to) from other funds (27,915) (36,270) (11,826) - Net realized and unrealized appreciation in fair value of investments 11,571 149,781 - - ---------------------------------------------------------- Net increase 47,811 274,517 51,307 71,443 Net assets available for benefits at beginning of year 102,474 442,482 161,451 - ---------------------------------------------------------- Net assets available for benefits at end of year $150,285 $716,999 $212,758 $ 71,443 ==========================================================
See accompanying notes. 4 Littelfuse, Inc. 401(k) Savings Plan Notes to Financial Statements Years ended December 31, 1996 and 1995 1. Significant Accounting Policies Investments The Plan's investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the Plan year. Distributions Distributions to participants are recorded by the Littelfuse, Inc. 401(k) Savings Plan (Plan) when actual payments are made. Distributions not paid as of the end of the Plan year are included in investments in the Statement of Assets Available for Benefits. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 2. Description of the Plan The following description of the Plan provides general information only. Reference should be made to the Summary Plan Description or the Plan document for more complete information. The Plan is a defined-contribution, profit-sharing plan which is optional to all eligible employees of Littelfuse, Inc. (Company). The Plan is administered by the T. Rowe Price Trust Company (Trustee) under the direction of a 401(k) Committee. The Committee consists of employees of the Company who may also be Plan participants. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). All employees of the Company who have completed 90 days of service are eligible to participate in the Plan. 5 Littelfuse, Inc. 401(k) Savings Plan Notes to Financial Statements (continued) 2. Description of the Plan (continued) Participants self-direct their contributions and account balances among the investment options provided by the Plan. Participants may elect to contribute up to 18% of their compensation. Highly compensated participants, as defined by the Internal Revenue Service, are subject to more restrictive maximum limits. Participants are immediately vested in their contributions, as well as earnings thereon. Participant contributions and Plan earnings are not taxable to the participants as income. The Company matches participant contributions 50 cents on the dollar for the first 4% of the participant's gross wages. Participants become 100% vested in the Company contribution after two years of service. Forfeitures are returned to the Company to offset future contributions. The following investment options are available to participants: T. Rowe Price A money market fund managed to maintain a stable Prime Reserve Fund share price of $1.00. T. Rowe Price The Fund invests primarily in marketable debt New Income Fund securities. T. Rowe Price The Fund's objectives are to provide dividend Equity Income Fund income and long-term capital appreciation through dividend-paying common stocks of established companies. T. Rowe Price The Fund's objectives are long-term growth of Growth Stock Fund capital and increasing dividend income through equity investment in well-established growth companies. T. Rowe Price The Fund's objective is long-term growth of New Horizons Fund capital through equity investment in small, rapidly growing companies. T. Rowe Price The Fund's objective is long-term growth of International Stock Fund capital and income principally through a diversified portfolio of stocks of established non-U.S. issuers. Littelfuse, Inc. Investments in Littelfuse, Inc. common stock. Common Stock 6 Littelfuse, Inc. 401(k) Savings Plan Notes to Financial Statements (continued) 2. Description of the Plan (continued) Participants are entitled to receive a distribution of their accounts upon reaching age 59 1/2, termination of employment, disability, death, or in the event of a financial hardship. Distributions may be made in a lump sum or in periodic installments and are taxable to the participant when received. Distributions prior to age 59 1/2 may subject the participant to a 10% federal income tax penalty. Loans are available to eligible participants bearing interest at a rate commensurate with rates that may be obtained on similar borrowings in the normal course of business. Participants may borrow from their Plan account in accordance with provisions of the Plan. Although it has not expressed an intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. 3. Investments The Plan's investments are held by the Trustee that acts as a custodian for all assets. The fair value of individual investments that represent 5% or more of the Plan's net assets is as follows:
December 31 1996 1995 ----------------------- T. Rowe Price Prime Reserve Fund $2,356,140 $1,956,497 T. Rowe Price New Income Fund 1,106,870 1,169,046 T. Rowe Price Equity Income Fund 3,990,738 3,210,221 T. Rowe Price Growth Stock Fund 3,447,030 2,754,673 T. Rowe Price New Horizons Fund 2,064,430 1,250,566 Littelfuse, Inc. Common Stock 1,081,080 716,999
4. Income Tax Status The Internal Revenue Service ruled on September 14, 1994, that the Plan qualifies under section 401 of the Internal Revenue Code, and, therefore, the related trust is not subject to tax under present income tax law. The 401(k) Committee is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 7 Littelfuse, Inc. 401(k) Savings Plan Notes to Financial Statements (continued) 5. Administrative Expenses All administrative fees of the Plan are paid by the Company. Certain accounting and legal expenses are paid by the Company on behalf of the Plan. 8 Supplemental Schedules Littelfuse, Inc. 401(k) Savings Plan Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1996
Current Identity of Issuer Shares Description Cost Value - ---------------------------------- ------------------------------------------------------------ *T. Rowe Price 2,340,380 Prime Reserve Fund $ 2,340,381 $ 2,356,140 *T. Rowe Price 124,507 New Income Fund 1,117,019 1,106,870 *T. Rowe Price 177,051 Equity Income Fund 3,123,390 3,990,738 *T. Rowe Price 131,667 Growth Stock Fund 2,816,046 3,447,030 *T. Rowe Price 94,829 New Horizons Fund 1,856,726 2,064,430 *T. Rowe Price 33,243 International Stock Fund 427,291 458,756 - Participant Loans - 301,465 Littelfuse, Inc. 22,290 Common Stock 634,516 1,081,080 ---------------------------- $12,315,369 $14,806,509 ============================
*Indicates party in interest to the Plan. 9 Littelfuse, Inc. 401(k) Savings Plan Item 27d - Schedule of Reportable Transactions Year ended December 31, 1996
Number of Identity of Purchases Description Purchase Selling Party Involved or Sales of Assets Price Price - ---------------------------------------------------------------------------------------------------------------------- Category (iii) - Series of transactions in excess of 5% of plan assets - ---------------------------------------------------------------------- **T. Rowe Price Prime Reserve Fund * Mutual money market fund $1,089,701 $ - **T. Rowe Price Prime Reserve Fund * Mutual money market fund - 695,058 **T. Rowe Price Equity Income Fund * Mutual stock fund 946,120 - **T. Rowe Price Equity Income Fund * Mutual stock fund - 607,589 **T. Rowe Price Growth Stock Fund * Mutual stock fund 884,573 - **T. Rowe Price Growth Stock Fund * Mutual stock fund - 551,141 **T. Rowe Price New Horizons Fund * Mutual stock fund 1,011,727 - **T. Rowe Price New Horizons Fund * Mutual stock fund - 274,605 **T. Rowe Price New Income Fund * Debt securities mutual fund 348,611 - **T. Rowe Price New Income Fund * Debt securities mutual fund - 365,808 Current Value of Asset on Net Transaction Gain Cost of Asset Date (Loss) - ------------------------------------------------------------------------------------------------------------- **T. Rowe Price Prime Reserve Fund $1,089,701 $1,089,701 $ - **T. Rowe Price Prime Reserve Fund 695,058 695,058 - **T. Rowe Price Equity Income Fund 946,120 946,120 - **T. Rowe Price Equity Income Fund 486,151 607,589 121,438 **T. Rowe Price Growth Stock Fund 884,573 884,573 - **T. Rowe Price Growth Stock Fund 443,651 551,141 107,490 **T. Rowe Price New Horizons Fund 1,011,727 1,011,727 - **T. Rowe Price New Horizons Fund 230,977 274,605 43,628 **T. Rowe Price New Income Fund 348,611 348,611 - **T. Rowe Price New Income Fund 369,006 365,808 (3,199)
*Information is not available. **Indicates party in interest to the Plan. There were no category (i), (ii), or (iv) reportable transactions for the year ended December 31, 1996. 10 Signatures The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. /s/ JON B. ANDERSON ------------------------------------ Name: Jon B. Anderson, behalf of Littelfuse, Inc. 401(k) Savings Plan -2- EX-23 2 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-03260) pertaining to the 401(k) Savings Plan of Littelfuse, Inc. of our report dated May 23, 1997, with respect to the financial statements and schedules of the Littelfuse, Inc. 401(k) Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1996. Ernst & Young LLP Chicago, Illinois June 26, 1997 -----END PRIVACY-ENHANCED MESSAGE-----