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Littelfuse, Inc.
800 East Northwest Highway
Des Plaines, Illinois  60016
                            
                            
        Notice of Annual Meeting of Stockholders
                            
                     April 25, 1997
     
     The   annual   meeting   of  the   stockholders   of
Littelfuse,  Inc. (the OCompanyO) will  be  held  at  the
offices  of  the  Company located  at  800  E.  Northwest
Highway,  Des  Plaines, Illinois, on  Friday,  April  25,
1997,  at  9:00  a.m.,  local  time,  for  the  following
purposes as described in the attached Proxy Statement:
     
          1.   To elect a Board of five Directors;
     
           2.   To amend the certificate of incorporation
     of  the Company to increase the number of shares  of
     Common  Stock  the Company shall have  authority  to
     issue from 19,000,000 to 34,000,000;
     
           3.   To approve and ratify the appointment  by
     the  Board  of Directors of the Company of  Ernst  &
     Young LLP as the CompanyOs independent auditors  for
     the fiscal year ending January 3, 1998;

and  to transact such other business as properly may come
before the annual meeting or any adjournment thereof.
     
     Stockholders of record of the Company at  the  close
of  business on March 10, 1997, will be entitled to  vote
at the meeting.
   
   
   
   
   Please complete, sign, date and return your Proxy in
   the enclosed envelope.

     Mary S. Muchoney
     Secretary                                                        March 19,
1997

Littelfuse, Inc.
800 East Northwest Highway
Des Plaines, Illinois  60016
                                   
                                   
                            Proxy Statement
                                  for
                    Annual Meeting of Stockholders
                             To Be Held On
                                   
                            April 25, 1997
     
     This   Proxy  Statement  is  furnished  in  connection  with   the
solicitation  by the Board of Directors of the Company of  proxies  for
use  at  the  CompanyOs annual meeting of stockholders to  be  held  on
AprilE25, 1997.
     
     Any stockholder giving a proxy will have the right to revoke it at
any  time  prior to the time it is voted.  A proxy may  be  revoked  by
written  notice  to  the Company, execution of a  subsequent  proxy  or
attendance  at the annual meeting and voting in person.  Attendance  at
the annual meeting will not automatically revoke the proxy.  All shares
represented by effective proxies will be voted at the annual meeting or
at any adjournment thereof.
     
     The  cost of soliciting proxies will be borne by the Company.   In
addition to solicitation by mail, officers and employees of the Company
may solicit proxies by telephone or in person.
     
     The  CompanyOs annual report, including financial statements,  was
mailed  to  each stockholder on or about MarchE19, 1997.  The financial
statements  contained  in the CompanyOs annual report  are  not  deemed
material  to the exercise of prudent judgment in regard to the  matters
to  be  acted  upon  at  the  annual meeting and,  therefore,  are  not
incorporated  by  reference  into this  Proxy  Statement.   This  Proxy
Statement  and  form of proxy were first mailed to stockholders  on  or
about MarchE19, 1997.
     
     The  Board of Directors recommends a vote FOR the election of  all
of  the  nominees for Director named in ProposalE1.  In  addition,  the
Board  of  Directors  recommends  a  vote  FOR  the  amendment  of  the
certificate  of  incorporation to increase  the  number  of  authorized
shares of the Company's Common Stock as discussed in Proposal 2  and  a
vote  FOR  the approval and ratification of the appointment of  ErnstE&
Young LLP as independent auditors as discussed in ProposalE3.
                                   
                                   
                              The Company
     
     The  Company  was  incorporated under the laws  of  the  State  of
Delaware  on November 25, 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 December  27,  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.
                                   
                                   
                                Voting
     
     Stockholders of record on the books of the Company at the close of
business on MarchE10, 1997, will be entitled to notice of and  to  vote
at  the  meeting.  A list of the stockholders entitled to vote  at  the
meeting  shall be open to the examination of any stockholder,  for  any
purpose germane to the meeting, during ordinary business hours,  for  a
period  of  at  least  10 days prior to the meeting  at  the  Company's
headquarters  located  at  800  East Northwest  Highway,  Des  Plaines,
Illinois   60016.   The  Company  had outstanding  on  MarchE10,  1997,
9,851,054  shares of its common stock, par value $.01  per  share  (the
OCommon  StockO),  and  warrants to purchase  an  additional  2,086,225
shares  of Common Stock at a current exercise price of $8.36 per share.
Each  outstanding share of Common Stock entitles the holder to one vote
on  each  matter  submitted to a vote at the  meeting.   A  warrant  to
purchase shares of Common Stock does not entitle the holder to vote  at
the meeting.

The  shares  represented by proxies will be voted as  directed  in  the
proxies.   In the absence of specific direction, the shares represented
by  proxies  will be voted FOR the election of all of the  nominees  as
Directors   of  the  Company,  FOR  the  amendment  of  the   Company's
certificate of incorporation to increase the number of shares of Common
Stock  the  Company  is authorized to issue and FOR  the  approval  and
ratification  of  the appointment of Ernst & Young LLP  as  independent
auditors.   In  the event any nominee for Director shall be  unable  to
serve, which is not now contemplated, the shares represented by proxies
may  be  voted  for  a substitute nominee.  If any matters  are  to  be
presented at the annual meeting other than the matters referred  to  in
this  Proxy Statement, the shares represented by proxies will be  voted
in the discretion of the proxy holders.
     
     The  CompanyOs Bylaws provide that a majority of all of the shares
of  Common  Stock  entitled  to  vote, whether  present  in  person  or
represented by proxy, shall constitute a quorum for the transaction  of
business  at  the  meeting.   Votes for and  against,  abstentions  and
Obroker  non-votesO  will each be counted as present  for  purposes  of
determining the presence of a quorum.  To determine whether a  specific
proposal has received sufficient votes to be passed, for shares  deemed
present, an abstention and a broker non-vote will have the same  effect
as  a vote OagainstO the proposal.  The affirmative vote by the holders
of  a  majority of shares of Common Stock outstanding will be  required
for  the  approval  of  the amendment of the Company's  certificate  of
incorporation  to  increase the number of authorized shares  of  Common
Stock.  The affirmative vote by the holders of a majority of the shares
present (whether in person or by proxy) at the meeting will be required
for  the  approval  of  the  ratification  of  Ernst  &  Young  LLP  as
independent  auditors.  With respect to the election of Directors,  the
five  nominees  who  receive the most votes  at  the  meeting  will  be
elected.
                                   
                                   
              Ownership of Littelfuse, Inc. Common Stock
     
     The following table sets forth certain information with respect to
the  beneficial ownership of the Common Stock as of MarchE10, 1997,  by
each Director, by each person known by the Company to be the beneficial
owner  of  more  than  5%  of the outstanding  Common  Stock,  by  each
executive officer named in the Summary Compensation Table and by all of
the Directors and executive officers of the Company as a group.
     
     
                                                    
                                          Number of Shares of
                                              Common Stock
                                           Beneficially Owned
                                                  (1)
                                                          
Name and Address of Beneficial Owner     Shares       Percent
                                                           
                                                  
                                                          
   Janus Capital Corporation(2)        1,484,400       14.7%
   100 Fillmore Street
   Suite 300
   Denver, Colorado  80206-4923
                                                           
The TCW Group, Inc. and its            903,797          9.1%
affiliates(3)
865 South Figueroa Street
18th Floor
Los Angeles, California  90071
                                                           
Stein Roe & Farnham Incorporated(4)    828,600          8.2%
One South Wacker Drive
Chicago, Illinois  60606
                                                           
The Capital Group Companies, Inc.      690,400          7.0%
(5)..................................
 ........
333 South Hope Street
Los Angeles, California  90017
                                                           
Wellington Management Co.              688,500          6.9%
LLP..................................
 ................
75 State Street
Boston, Massachusetts  02109
                                                           
First Chicago NBD Corporation          539,900          5.5%
One First National Plaza
Chicago, Illinois  60670
                                                           
Howard B. Witt                         185,600          1.9%
                                                           
Anthony Grillo                         11,453            *
                                                           
Bruce A. Karsh(6)                      148,141          1.5%
                                                           
John E. Major                          10,253            *
                                                           
John J. Nevin                          24,253            *
                                                           
James F. Brace                         32,500            *
                                                           
William S. Barron                      29,100            *
                                                           
David J. Krueger                       35,040            *
                                                           
Lloyd J. Turner                        32,600            *
                                                           
All Directors and executive officers as567,990          5.8%
a group (13 persons)

____________________

(1)The  number of shares listed includes 35,480 shares of Common  Stock
   which  may be acquired through the exercise of stock options  within
   60 days of MarchE10, 1997.

(2)Includes  696,650 shares of Common Stock issuable upon the  exercise
   of warrants that are immediately exercisable.
<3>
(3)TCW  Special  Credits,  Trust Company of  the  West  and  TCW  Asset
   Management  Company,  affiliates of The TCW Group,  Inc.,  serve  as
   investment  advisers of various third party accounts with  power  to
   vote  and  direct the disposition of 424,092 shares of Common  Stock
   and  14,157  shares of Common Stock issuable upon  the  exercise  of
   warrants  that  are  immediately exercisable, owned  by  such  third
   party  accounts.  TCW Asset Management Company, a subsidiary of  The
   TCW  Group,  Inc., is the managing general partner  of  TCW  Special
   Credits.   The  TCW  Group, Inc. may be deemed to  be  a  beneficial
   owner  of such shares for purposes of the reporting requirements  of
   the  Securities Exchange Act of 1934 (the OExchange ActO);  however,
   The   TCW   Group,  Inc.  and  its  affiliates  expressly   disclaim
   beneficial  ownership  of  these  shares.  In  addition,  TCW  Asset
   Management Company is the direct holder of 398,146 shares of  Common
   Stock  and 19,433 shares of Common Stock issuable upon the  exercise
   of  warrants  that  are  immediately exercisable.   Robert  Day,  an
   individual  who  may be deemed to control The TCW Group,  Inc.,  and
   therefore  may  be  deemed to control the shares  held  by  The  TCW
   Group,  Inc.  and  its  affiliates, also may be  deemed  to  control
   Oakmont Corporation and Cypress International Partners Limited,  two
   entities  which  are not subsidiaries of The TCW Group,  Inc.  which
   serve  as  investment advisers of various third party accounts  with
   power  to vote and direct the disposition of 46,602 shares of Common
   Stock  and  1,367 shares of Common Stock issuable upon the  exercise
   of  warrants  that  are immediately exercisable.   Mr.  Day  may  be
   deemed  to be a beneficial owner of such shares for purposes of  the
   reporting  requirements  of  the  Exchange  Act;  however,  Mr.  Day
   expressly disclaims beneficial ownership of these shares.
<4>
(4)Includes  525,000  shares  of Common Stock  and  303,600  shares  of
   Common  Stock  issuable  upon  the exercise  of  warrants  that  are
   immediately  exercisable.  Of the 828,600 shares listed,  Stein  Roe
   Special  Fund  possesses sole power to vote 525,000 shares  and  the
   right  to  acquire 273,600 shares of Common Stock issuable upon  the
   exercise  of warrants that are immediately exercisable.   Stein  Roe
   Special Fund is a portfolio series of Stein Roe Investment Trust,  a
   Massachusetts  business  trust,  which  is  a  registered   open-end
   investment  company  of  which Stein Roe & Farnham  Incorporated  is
   investment advisor.

(5)The  Capital Group Companies, Inc. is the parent holding company  of
   a   group   of  investment  management  companies.   The  investment
   management   companies  provide  investment  advisory   advice   and
   management  services  for  their respective  clients  which  include
   registered  investment  companies and institutional  accounts.   The
   shares   reported   herein  are  owned   by   accounts   under   the
   discretionary  investment  management  of  one  or   more   of   the
   investment   management  companies  owned  by  The   Capital   Group
   Companies,  Inc.  The Capital Group Companies, Inc., does  not  have
   investment  power  or  voting  power  over  any  of  the  securities
   reported herein; however, The Capital Group Companies, Inc., may  be
   deemed to "beneficially own" such securities by virtue of Rule  13d-
   3 under the Securities Exchange Act of 1934.

(6)Excludes 382,888 shares of Common Stock and 10,958 shares of  Common
   Stock  issuable  upon the exercise of 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 and  TCW
   Asset  Management  Company is Managing General  Partner.   Mr.EKarsh
   expressly  disclaims  beneficial ownership  of  such  shares.   Such
   shares  are  included  in the 424,092 shares  of  Common  Stock  and
   14,157  shares  of  Common  Stock  issuable  upon  the  exercise  of
   warrants  referred  to in the first sentence of  footnote  3  above.
   Also  excludes  39,242 shares of Common Stock and  3,047  shares  of
   Common  Stock  issuable  upon  the exercise  of  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 shares.  Includes 7,000 shares of  Common  Stock
   held in an IRA and in trust for Mr.EKarshOs children.
*  Indicates ownership of less than 1% of Common Stock.

SectionE16(a) of the Exchange Act requires the CompanyOs executive officers, Directors and holders of more than 10% of the Common Stock to file with the Securities and Exchange Commission (the OCommissionO) initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. The Company believes that during the fiscal year ended DecemberE28, 1996, its executive officers, Directors and holders of more than 10% of the Common Stock complied with all SectionE16(a) filing requirements. In making these statements, the Company has relied upon the written representations of its executive officers and Directors. Proposal No. 1 Election of Directors Five Directors are to be elected at the annual meeting to serve terms of one year or until their respective successors have been elected. The nominees for Director, all of whom are now serving as Directors of the Company, are listed below together with certain biographical information. Except as otherwise indicated, each nominee for Director has been engaged in his present principal occupation for at least the past five years. The Board of Directors recommends that the stockholders vote FOR the election of all of the nominees listed below as Directors. Howard B. Witt, age 56, has been a Director of the Company since November 1991. Mr.EWitt was promoted to President and Chief Executive Officer of Old Littelfuse in February 1990 and continues to serve in these positions with the Company. In May 1993, Mr.EWitt was elected as the Chairman of the Board of the Company. Prior to his appointment as President and Chief Executive Officer, Mr.EWitt served in several other key management positions with Old Littelfuse, including Operations Manager from March 1979 to January 1986, Vice President-Manufacturing Operations 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 Littelfuse, Mr.EWitt was a division president of Keene Corporation from 1974 to 1979. Mr.EWitt currently serves as a member of the Board of Directors of Franklin Electric Co., Inc. and is a member of the Electronic Industries Association Board of Governors. He is also a director of the Artesian Mutual Fund. Anthony Grillo, age 41, has been a Director of the Company since December 1991. He is a member of the Audit Committee. Mr.EGrillo is a Senior Managing Director of The Blackstone Group L.P., an investment banking firm. Since joining the Blackstone Group in 1991, Mr.EGrillo has been responsible for generating and overseeing advisory engagements and investment opportunities with troubled companies within its Restructuring and Reorganization Group. From November 1989 through May 1991, he was a Managing Director with the corporate finance division, Restructuring and Reorganization Group of Chemical Bank. From March 1988 through November 1989, Mr.EGrillo was a Senior Vice President of American Securities Corporation, a privately held investment bank. For eight years prior, Mr.EGrillo had concentrated his efforts working with distressed companies as a financial advisor for AMA Management Corporation, a private fund; and as Vice President for Manufacturers Hanover Trust Company. Mr.EGrillo currently serves as a member of the Board of Directors of Tracor, Inc., General Aquatics, Inc., Joule, Inc., PeopleOs Choice TV Corp., Bar Technologies, Inc. as well as on the boards of several privately held companies. BruceEA. Karsh, age 41, has been a Director of the Company since December 1991. He is a member of the Compensation Committee and the Stock Option Committee. Mr.EKarsh currently serves as President of Oaktree Capital Management, LLC, an investment advisory firm which he co-founded in 1995. Prior to that, Mr.EKarsh established the TCW Special Credits group of funds at The TCW Group, Inc. and had primary portfolio management responsibility for their operation. Mr.EKarsh resigned from TCW in 1995. Before joining TCW in 1987, he previously worked as Assistant to the Chairman of Sun Life Insurance Company and of SunAmerica Inc., its parent. Mr.EKarsh currently serves as a member of the Board of Directors of Furniture Brands International and Triangle Pacific Corp. John E. Major, age 51, has been a Director of the Company since December 1991. He is a member of the Compensation Committee and the Stock Option Committee. Mr.EMajor has been Senior Vice President and Assistant Chief of Staff for Motorola, Inc. since August 1994. His responsibilities include MotorolaOs product, software and manufacturing research. Prior to that, beginning in February 1987, he was the Senior Vice President and General Manager for the Worldwide Systems Group of the Land Mobile Products Sector also with Motorola. Mr.EMajor joined Motorola in 1977 and served in several key management positions before the current and previous positions described above. Mr.EMajor serves on the Board of Governors for the Telecommunications Industry Association and the Electronics Industry Association. He is a member of the Computer Science and Telecommunications Board of the National Academy of Science. John J. Nevin, age 70, has been a Director of the Company since December 1991. He is a member of the Audit Committee. Mr.ENevin was Chairman of the Board of Bridgestone/Firestone, Inc. from May 1, 1988, to December 31, 1989. Mr.ENevin joined The Firestone Tire & Rubber Company (predecessor of Bridgestone/Firestone, Inc.) on December 1, 1979, as President and Chief Operating Officer and was elected to its Board of Directors on February 9, 1980. He was named Chief Executive Officer on September 1, 1980, and was elected Chairman of the Board on February 2, 1981. Prior to joining The Firestone Tire & Rubber Company, Mr.ENevin held senior management positions with several major industrial corporations, including Chairman of the Board and Chief Executive Officer of Zenith Radio Corporation and Vice President of Marketing for Ford Motor Company. Mr.ENevin is a Director of Kerr- McGee Corporation and a life trustee of Northwestern University. Additional Information Concerning Board of Directors Compensation of Directors. Directors who are not employees of the Company are currently being paid an annual DirectorOs fee of $18,000 and $800 for each Board meeting attended plus reimbursement of reasonable expenses relating to attendance at meetings. No such fees are paid to Directors who are also full-time employees of the Company. Under the Littelfuse Deferred Compensation Plan for Non-employee Directors, a Director, at his election, may defer receipt of his DirectorOs fees. Such deferred fees are used to purchase shares of the Common Stock and such shares and any distributions thereon are deposited with a third party trustee for the benefit of the Director until the Director attains the age of 72 or ceases to be a Director of the Company. All non-employee Directors have elected to be compensated in Common Stock. The 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. provides for the annual granting to each non-employee Director of non-qualified stock options to purchase 2,200 shares of the Common Stock. In 1996, each non-employee Director was granted an option to purchase 2,200 shares of the Common Stock. Audit Committee. The Audit Committee consists of two Directors. It is the responsibility of the Audit Committee to (i)Erecommend each year to the Board of Directors independent auditors to audit the financial statements of the Company and its consolidated subsidiaries, (ii)Ereview the scope of the audit plan, (iii)Ediscuss with the auditors the results of the CompanyOs annual audit and any related matters, and (iv)Ereview transactions posing a potential conflict of interest among the Company and its Directors, officers and affiliates. The Audit Committee met two times in 1996. Members of the Audit Committee are Anthony Grillo and John J. Nevin. Compensation Committee. The Compensation Committee consists of two Directors. It is the responsibility of the Compensation Committee to make recommendations to the Board of Directors with respect to compensation and benefit programs, other than the stock-based plans, for Directors, officers and employees of the Company and its subsidiaries. The Compensation Committee met four times in 1996. Members of the Compensation Committee are Bruce A. Karsh and John E. Major. Howard B. Witt resigned from the Compensation Committee on December 3, 1996. Stock Option Committee. The Stock Option Committee consists of two Directors. It is the responsibility of the Stock Option Committee to administer the Stock Plan for the Employees and Directors of Littelfuse, Inc. and the 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. The Stock Option Committee met three times in 1996. Members of the Stock Option Committee are BruceEA. Karsh and John E. Major. Attendance at Meetings. The Board of Directors held five meetings during 1996. All of the Directors attended at least 75% of the meetings of the Board of Directors and the committees on which they served. Proposal No. 2 Amendment of the Certificate of Incorporation of the Company to Increase the Number of Authorized Shares of Common Stock The Company proposes to amend Section 1 of ArticleEIV of its certificate of incorporation to increase the number of its authorized shares of Common Stock from 19,000,000 to 34,000,000 (the "Amendment"). If the Amendment is approved by the stockholders, the Company will have the authority to issue 35,000,000 shares of capital stock, of which 34,000,000 will be designated Common Stock, par value $.01 per share, and 1,000,000 will be designated Preferred Stock, par value $.01 per share (the OPreferred StockO). As of March 10, 1997, the Company had 9,851,054 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding (although 200,000 shares of Preferred Stock have been reserved for issuance as Series A Preferred Stock pursuant to the CompanyOs Rights Plan). The Board of Directors of the Company has determined that it is in the best interests of the Company to have additional shares of Common Stock authorized and available for issuance as the need arises for possible future financing transactions, acquisitions, asset purchases, stock dividends or splits, issuances under employee benefit plans and for other general corporate purposes. Such shares will be issuable by the Company generally without further authorization by the stockholders on such terms as the Board of Directors may lawfully determine. The issuance of additional shares of Common Stock (other than on a pro rata basis among holders of Common Stock) would dilute the present voting power of the holders of Common Stock. Stockholders presently do not have preemptive rights. Although it is not intended to be an anti- takeover measure, the increase in authorized shares of Common Stock combined with a subsequent issuance of such shares could impede a potential takeover by, among other things, (1)Ediluting the stock ownership of persons attempting to gain control of the Company and (2)Eissuing securities to individuals or entities favorable to management. The par value, designations, preferences, relative rights, limitations, or restrictions of the Common Stock and Preferred Stock of the Company will remain unchanged. At the date of this Proxy Statement, the Company does not have any definite plans to issue any additional shares of Common Stock. Although the Board of Directors has from time to time considered effecting a stock split of the Common Stock, and may do so at its annual meeting on AprilE25, 1997, there are no assurances that the Board of Directors will approve a stock split or, if approved, on what basis such stock split would be effected. The Board of Directors recommends that the stockholders vote FOR the following resolution which will be presented at the meeting: Resolved: That Section 1 of Article IV of the certificate of incorporation of Littelfuse, Inc. be amended in its entirety to read as follows: Section 1. The aggregate number of shares of capital stock which the Corporation shall have authority to issue is Thirty-five Million (35,000,000) shares, of which Thirty-four Million (34,000,000) shares shall be designated Common Stock, par value $.01 per share (OCommon StockO), and One Million (1,000,000) shares shall be designated Preferred Stock, par value $.01 per share (OPreferred StockO). The shares designated as Common Stock shall have identical rights and privileges in every respect. Proposal No. 3 Approval and Ratification of Appointment of Independent Auditors Subject to approval of the stockholders, the Board of Directors has appointed Ernst & Young LLP, certified public accountants, as independent auditors to examine the annual consolidated financial statements of the Company and its subsidiary companies for the fiscal year ending January 3, 1998. The stockholders will be asked at the meeting to approve and ratify such appointment. A representative of Ernst & Young LLP will be present at the meeting to make a statement, if such representative so desires, and to respond to stockholdersO questions. The Board of Directors recommends that the stockholders vote FOR the following resolution which will be presented at the meeting: Resolved: That the appointment by the Board of Directors of the Company of Ernst & Young LLP as the CompanyOs independent auditors for the year ending January 3, 1998, be approved and ratified. Compensation of Executive Officers The following table discloses compensation received by the Chief Executive Officer and each of the other four most highly compensated executive officers of the Company (the Onamed executive officersO) for the last three (3) fiscal years. Summary Compensation Table
Long Term Compensation Awards Annual Securities All Other Compensation Underlying Name and Principal Year Salary($) Bonus($) Options/SARs Compensation Position (1) (2) (#) ($)(3) Howard B. Witt 1996 310,000 147,731 22,000 62,114 Chairman of the 1995 310,000 132,271 22,000 26,747 Board, President and 1994 275,000 189,094 20,000 4,810 Chief Executive Officer James F. Brace 1996 154,000 60,851 6,000 4,890 Vice President, Treasurer 1995 148,000 46,284 6,000 3,675 Chief Financial Officer 1994 137,000 68,389 4,000 1,061 William S. Barron 1996 141,000 45,470 5,000 4,811 Vice President 1995 136,500 44,755 5,000 2,494 1994 126,000 64,126 4,000 2,226 David J. Krueger 1996 141,000 45,931 5,000 17,321 Vice President 1995 136,500 45,090 5,000 9,628 1994 126,000 64,284 4,000 3,307 Lloyd J. Turner 1996 124,000 44,628 5,000 4,823 Vice President 1995 119,500 39,763 5,000 2,022 1994 110,500 55,914 4,000 1,373 ___________________ (1)Mr. WittOs salary increases have historically become effective on JanuaryE1 of each year. The salary increases of Mr. Brace, Mr. Barron, Mr. Krueger and Mr. Turner have historically become effective on JulyE1 of each year. As discussed subsequently in the Section entitled "- Reports of the Compensation Committee and Stock Option Committee on Executive Compensation - Salaries,O the salaries of Mr. Witt, Mr. Brace, Mr. Barron, Mr. Krueger and Mr. Turner were not increased in 1996 pursuant to Mr. WittOs recommendation to the Compensation Committee. The increases shown for Mr. Brace, Mr. Barron, Mr.EKrueger and Mr. Turner for 1996 reflect their salary increases which became effective for them on JulyE1, 1995, and which extended into the first six months of 1996. (2)The amounts disclosed in this column are awards under the CompanyOs Annual Incentive Compensation Program. (3)The amounts disclosed in this column represent the compensation value to the named executive officers of life insurance premiums paid by the Company for life insurance policies on the lives of Mr.Witt, Mr.Brace, Mr.Barron, Mr.Krueger and Mr.Turner. For 1995 and 1996 only, the amounts also include the amount representing total imputed interest from interest-free loans obtained by the individuals from the Company pursuant to the Littelfuse Executive Loan Program in fiscal 1995 and 1996. Total imputed interest for each of Mr.Witt, Mr.Brace, Mr.Barron, Mr.Krueger and Mr.Turner was $18,758, $1,225, $84, $6,304 and $92, respectively, in fiscal 1995, and $54,104, $2,171, $2,317, $13,074 and $2,623, respectively, in fiscal 1996.
Option/SAR Grants in Last Fiscal Year The following table provides information on option grants in fiscal 1996 to the named executive officers. Potential Realizable Value at Assumed Annual Rates of Individual Grants Stock Price Price Appreciation for Option Term(1) Percentage Number of of Total Securities Options/SARs Exercise Name Underlying Granted to Price Expiration 5%($) 10%($) Options/SARs Employees ($/Share) Date(3) Granted(#) in Fiscal Year(2) Howard B. Witt 22,000 17.23% 38.00 4/26/2007 901,977 2,656,174 ,656,17 James F. Brace 6,000 4.70% 38.00 4/26/2007 245,993 724,411 William S. Barron 5,000 3.92% 38.00 4/26/2007 204,994 603,675 David J. Krueger 5,000 3.92% 38.00 4/26/2007 204,994 603,675 Lloyd J. Turner 5,000 3.92% 38.00 4/26/2007 204,994 603,675 ____________________ (1)Potential realizable value is based on an assumption that the stock price of the Common Stock appreciates at the annual rate shown (compounded annually) from the date of grant until the end of the option term. These numbers are calculated based on the requirements of the Securities and Exchange Commission and do not reflect the CompanyOs estimate of future stock price performance. (2)The Company granted options representing 123,200 shares to employees in fiscal 1996. (3)The options become exercisable in 20% increments on April 25, 1997-2001. The options expire 10 years after the date they become exercisable. The expiration date shown is the expiration date of the options which will become exercisable on April 25, 1997.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values The following table provides information on option exercises in fiscal 1996 by the named executive officers and the value of such officersO unexercised options at DecemberE28, 1996. Shares Number of Acquir Securities Value of ed on Value Underlying Unexercised Exerci Realize Unexercised In-the-Money se d Options/SARs at Options/SARs at December 28, December 28, 1996(#)(1) 1996($)(2) Name (#) ($)(3) Exercisa Unexercis Exercisable Unexercisable ble able Howard B. 27,000 823,500 70,800 89,600 1,516,320 1,078,630 Witt James F. 8,000 234,761 10,800 20,200 198,779 196,481 Brace William S. 2,000 78,750 11,100 18,400 211,891 195,681 Barron David J. -0- -0- 9,600 18,400 183,329 195,681 Krueger Lloyd J. -0- -0- 17,800 18,400 376,966 195,681 Turner ____________________ (1)Future exercisability is subject to vesting and the optionee remaining employed by the Company. (2)Value is calculated by subtracting the exercise price from the assumed fair market value of the securities underlying the option at fiscal year-end and multiplying the result by the number of in-the-money options held. There is no guarantee that if and when these options are exercised they will have this value. Fair market value was calculated based on the average high and low OsalesO price of shares of the Common Stock as reported on the NASDAQ National Market System on DecemberE28, 1996 ($48.50). (3)Market value of underlying securities at exercise date (closing price as reported on the NASDAQ National Market System on exercise date), minus the exercise price of in-the-money options.
Employment Agreement and Change of Control Employment Agreements entered into by the Company in 1996 The Company entered into an Employment Agreement dated September 1, 1996, with Howard B. Witt, the Chairman, President and Chief Executive Officer of the Company. This Employment Agreement has a five-year term and provides that Mr. Witt will receive an annual salary of no less than $310,000 plus bonuses to be determined from time to time by the Board of Directors of the Company. To the extent he is otherwise eligible, Mr. Witt will participate in and receive the benefits of any and all stock options, pension, retirement, vacation, profit sharing, health, disability insurance and other benefits, plans, programs and policies maintained by the Company from time to time. The Employment Agreement provides that during the term of the Employment Agreement, but subject to election and removal by the Board of Directors of the Company in its sole discretion, Mr. Witt shall serve as Chairman, President and Chief Executive Officer of the Company. The Employment Agreement provides for termination of Mr. Witt for Cause (as defined therein). In the event that the Company were to terminate Mr. WittOs employment without Cause, he would continue to be paid the compensation he would otherwise have earned for the remaining balance of the term of the Employment Agreement. Additionally, any of his unvested stock options would immediately vest upon such a termination of his employment. Mr. Witt has agreed that, in the event he were to terminate his employment with the Company in violation of the terms of the Employment Agreement or the Company terminates his employment for Cause, he will not compete with the Company for a period of two years thereafter. If the Employment Agreement expires and is not renewed after its initial five-year term, Mr. Witt has agreed that he will not compete with the Company for a period of one year thereafter. The Company entered into Change of Control Employment Agreements dated September 1, 1996, with Howard B. Witt, William S. Barron, James F. Brace, David J. Krueger, Lloyd J. Turner, Kenneth R. Audino and Jon B. Anderson. These Change of Control Employment Agreements are designed to provide these individuals with certain employment and compensation protection in the event that there were a Change of Control (as defined therein) respecting the Company at any time during the five-year period commencing September 1, 1996. If such a Change of Control were to occur and Mr. WittOs employment with the Company was terminated at any time during the three-year period thereafter, or any of the other individualOs employment with the Company was terminated at any time during the two-year period thereafter, other than for Cause (as defined therein), or if during these time periods any of these individuals were to terminate their employment for Good Reason (as defined therein), then the Company would be obligated to make certain payments to or for the benefit of these individuals. In the case of Mr. Witt, the Company would pay him his compensation which had accrued prior to the date of termination, including an annualized bonus, plus an amount equal to the product of three times the sum of Mr. WittOs annual base salary plus bonus. Additionally, the Company would contribute on behalf of Mr. Witt to the CompanyOs Supplemental Executive Retirement Plan (the OSERPO) an amount equal to the amount which would have been credited to Mr. WittOs account under the SERP if Mr. Witt had continued in the employment of the Company for an additional three years after the date of termination. Additionally, Mr. WittOs SERP account balance would no longer be subject to forfeiture in the event he were to be employed by a competitor of the Company. Mr. Witt and his family would also be provided with medical insurance benefits until he reaches the age of 62. In the event that any payments received by Mr. Witt upon a Change of Control would require him to pay the 20% excise tax imposed by Section 4999 of the Internal Revenue Code, the Company would make an additional payment to Mr. Witt in an amount such that, after payment by Mr. Witt of such excise tax, Mr. Witt would retain the same amount of the payments made by the Company to him which he would have retained if he had not paid the excise tax. With respect to the other individuals, under their Change of Control Employment Agreements they will be paid their accrued compensation and annualized bonus, and will receive an amount equal to two times the sum of their annual salary plus bonus, two additional years of crediting under the SERP and two years of continuing medical insurance benefits. They will also receive the tax Ogross-upO payment described above. Additionally, if any individual were to terminate his employment with the Company for Good Reason (as defined in the Change of Control Employment Agreement) or be terminated by the Company other than for Cause (as defined in the Change of Control Employment Agreement) during the two-year period following a Change of Control, the individualOs account balance under the SERP would not be subject to forfeiture in the event he were to work for a competitor of the Company within two years after his date of termination. Reports of the Compensation Committee and Stock Option Committee on Executive Compensation The Compensation Committee administers the CompanyOs executive cash compensation program while the Stock Option Committee administers the CompanyOs stock-based compensation program. The discussion of the Compensation CommitteeOs determination of the base salary of each executive officer, including Mr.EWitt, and the determination of the total award paid to each executive officer, including Mr.EWitt, under the Annual Incentive Compensation Program constitutes the report of the Compensation Committee. The discussion of the granting of stock options to each executive officer, including Mr.EWitt, constitutes the report of the Stock Option Committee. Mr.EWitt, the Chairman of the Board, President and Chief Executive Officer of the Company (the OChief Executive OfficerO), was a member of the Compensation Committee during part of 1996, but did not participate in decisions relating to his compensation. Mr. Witt resigned as a member of the Compensation Committee on December 3, 1996. Mr.EWitt also did not participate in the selection of the outside compensation consultant whose executive compensation review is discussed below. Mr.EWitt is not a member of the Stock Option Committee. The goals of the CompanyOs integrated executive compensation program are to: 1. Pay competitively to attract, retain and motivate a high-quality senior management team; 2. Link annual salary increases to the attainment by each executive officer of individual performance objectives; 3. Tie individual incentive cash compensation to Company and individual performance goals; and 4. Align executive officersO financial interests with stockholder value. As one of the factors in its consideration of compensation matters, the Compensation Committee and the Stock Option Committee also consider the anticipated tax treatment to the Company and to the executive officers of various payments and benefits. However, since some types of compensation payments and their deductibility depend upon the timing of an executive officerOs exercise of stock optionOs (e.g., the spread on exercise of non- qualified options), and because interpretations and changes in the tax laws and other factors beyond the control of the committees may also affect the deductibility of compensation, the Compensation Committee and the Stock Option Committee will not necessarily limit executive compensation to that which is deductible under applicable provisions of the Internal Revenue Code. The Compensation Committee and the Stock Option Committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent reasonably practicable and to the extent consistent with the CompanyOs other compensation goals. Salaries The Compensation CommitteeOs determination of each executive officerOs base salary is designed to accomplish two goals. The first goal is to pay executive officers competitively to attract, retain and motivate a high- quality senior management team. The second goal is to link annual salary increases to the attainment by each executive officer of individual performance objectives. The base salary of each executive officer is targeted to be within a range of 80% to 120% of the average base salary received by executive officers in similar positions with manufacturing companies having annual sales between $100 million and $250 million. In determining the base salary to be paid to each executive officer other than the Chief Executive Officer (the OOther Executive OfficersO), the Compensation Committee reviews recommendations prepared by the Chief Executive Officer. These recommendations are based, in part, on the executive compensation guidelines prepared by an outside compensation consultant previously selected by the outside Director members of the Compensation Committee as part of an executive compensation review. This review included a survey of the base salaries received by executive officers in similar positions in manufacturing companies having annual sales between $100 million and $250 million and in manufacturing companies which the outside consultant and management determined to be the CompanyOs competitors. These recommendations are also based on the executive officerOs attainment of individual performance objectives. After consultation with the Chief Executive Officer, the Compensation Committee reviews the recommendations and the supporting executive compensation review. The Compensation Committee then determines the annual base salary of each of the Other Executive Officers. The determination of the Chief Executive OfficerOs annual base salary is specifically discussed below. Mr. Witt recommended to the Compensation Committee that his salary be maintained in 1996 at the 1995 level and that the salaries of the Other Executive Officers not be increased beyond their second half 1995 levels due to Mr. WittOs concern that 1996 was going to be a more difficult business year based on indications of global weakness in the overall electronics market. Therefore, the Compensation Committee did not increase the salaries of Mr. Witt and the Other Executive Officers in 1996. Annual Incentive Compensation Program The Annual Incentive Compensation Program is designed to accomplish the goal of tying incentive cash compensation to Company and individual performance goals. The Compensation Committee annually approves the Annual Incentive Compensation Program and, after consultation with the Chief Executive Officer, delegates the administration of the program as it relates to the Other Executive Officers to the Chief Executive Officer. The Compensation Committee administers the program as it relates to the Chief Executive Officer. The Chief Executive Officer establishes a target and a maximum amount that may be awarded to each of the Other Executive Officers as an annual incentive compensation award. The target and maximum amounts established for each of the Other Executive Officers are percentages of such executive officerOs base salary. These amounts are established by the Chief Executive Officer based on the executive compensation guidelines prepared by the outside compensation consultant. In determining each of the Other Executive OfficersO total award, Company performance is determined based on the achievement by the Company of specified levels of sales, earnings before interest, taxes and amortization (OEBITAO) and cash flow while individual performance is determined based on each of the Other Executive OfficersO achievement of specified performance objectives. In determining each of the Other Executive OfficersO target amount, the specified levels of sales, EBITA and cash flow which determine Company performance are the budgeted amounts for the coming fiscal year. In determining each of the Other Executive OfficersO total award, the measures of Company performance are weighted to reflect the executive officerOs responsibilities while individual performance is weighted equally for all executive officers. Prior to the beginning of each fiscal year, the Chief Executive Officer and JamesEF. Brace, the Chief Financial Officer of the Company (the OChief Financial OfficerO): (1) establish the target and maximum amount of each of the Other Executive OfficersO total award; (2)Edetermine Company performance goals by specifying the levels of achievement for sales, EBITA and cash flow; (3) after individual input, determine individual performance goals by specifying each of the Other Executive OfficersO performance objectives; and (4) assign the relative weight to each component of Company performance and to individual performance. At the end of each fiscal year, the amount of the total award paid to each of the Other Executive Officers is determined based on Company and individual performance using the mathematical formula previously established by the Chief Executive Officer and the Chief Financial Officer under the program. The determination of whether each of the Other Executive Officers achieved his or her specified performance objectives is made by the Chief Executive Officer after consulting with the Compensation Committee. The Compensation Committee, in administering the Annual Incentive Compensation Program as it relates to the Chief Executive Officer, makes all of the determinations described above with respect to the Chief Executive Officer. In 1996, the Compensation Committee determined that the mathematical formula established under the Annual Incentive Compensation Program would indicate bonuses that were too low in comparison with the performance of the Company and the performance of the executive officers and, therefore, increased the amount of each of the bonuses by twenty percent. Stock Options The granting of stock options by the Stock Option Committee is designed to accomplish the goal of aligning the financial interests of executive officers with stockholder value. The number of stock options granted to executive officers is determined by the executive officerOs position and responsibilities. Grants of stock options are intended to recognize different levels of contribution to the achievement by the Company of its performance goals as well as different levels of responsibility and experience as indicated by each executive officerOs position. Generally, all stock options granted to executive officers have been granted with an exercise price equal to the fair market value of the Common Stock on the date of grant. Following the completion of the reorganization, the Stock Option Committee approved a one-time grant of a significant number of stock options to each executive officer in January 1992. In approving these grants, the Stock Option Committee noted that the use of one-time grants of a significant number of stock options to executive officers of companies emerging from reorganization is common and that the executive officers would receive no value from the grants unless the Common Stock increased in value. The Stock Option Committee determined that this one-time grant of a significant number of stock options would clearly align executive officersO financial interests with stockholder value and provide the senior management team with additional incentive to maximize stockholder value as the Company emerged from the reorganization. Accordingly, the Stock Option Committee determined that the 1992 one-time grants were appropriate and in the best interests of the Company and its stockholders. The Stock Option Committee granted significantly less stock options to executive officers in the years following 1992 and believes that the number of stock options granted in future years should generally remain consistent from year to year because the value produced to the executive officer only occurs when the Common Stock increases in value after the date of grant. This closely links a significant portion of executive officer compensation to benefits produced for all stockholders. Compensation of the Chief Executive Officer At the recommendation of Mr.EWitt made prior to fiscal 1996, the Compensation Committee did not authorize an increase in the base salaries for fiscal 1996 for Mr. Witt and did not increase the salaries of the Other Executive Officers beyond their 1995 levels. Mr.EWittOs total award under the Annual Incentive Compensation Program was to be determined based on Company and individual performance using the mathematical formula established under the program by the Compensation Committee prior to the beginning of the 1996 fiscal year. The Compensation Committee determined that Company performance, in Mr.EWittOs case, should be determined by assigning equal weight to sales, EBITA and cash flow. The Compensation Committee also determined that Mr.EWitt had achieved his specified performance objectives in 1996. As noted previously, however, the Compensation Committee thought that this mathematical formula did not indicate sufficient bonuses for the Company's executive officers, including Mr. Witt, based upon the performance of the Company and the performance of the executive officers during fiscal 1996. Accordingly, the Compensation Committee authorized a twenty percent increase in the bonuses for each of the executive officers, including Mr. Witt. The Compensation Committee was also influenced by the fact that Mr. Witt and the other executive officers of the Company had, pursuant to Mr. WittOs recommendation, maintained their 1996 salaries at 1995 levels. The Stock Option Committee in 1996 granted Mr.EWitt options to purchase 22,000 shares of Common Stock. The number of stock options granted to Mr.EWitt reflects the Stock Option CommitteeOs recognition of the critical role of the Chief Executive Officer in the CompanyOs continuing emergence from the reorganization. Compensation Stock Option Committee Committee Bruce A. Karsh Bruce A. Karsh John E. Major John E. Major Notwithstanding anything to the contrary set forth in any of the CompanyOs previous filings under the Securities Act of 1933 or the Exchange Act that might incorporate future filings, including this Proxy Statement, in whole or in part, the preceding reports and the Performance Graph included in OCompany PerformanceO shall not be incorporated by reference into any such filings. Company Performance The following graph compares the five-year cumulative total return on the Common Stock to the five- year cumulative total returns on the NASDAQ Non-Financial Index and the S&P MidCap 400 Index. The Company does not include a peer group because it does not believe it can construct a peer group of companies that it competes with because most of such entities are either privately-held or comprise a division of a much larger entity. As a result, the Company has determined that a group of companies with similar market capitalization is an appropriate peer group and has selected the S&P MidCap 400 Index for such purpose. 1991 1992 1993 1994 1995 1996 Littelfuse, $ 100 $ 275 $364 $ 418 $ 525 $693 Inc. NASDAQ Non- $ 100 $ 109 $126 $ 121 $ 169 $206 Financial S&P MidCap $ 100 $ 112 $128 $ 123 $ 161 $192 400
In the case of the NASDAQ Non-Financial Index and the S&P MidCap 400 Index, a $100 investment made on DecemberE31, 1991, and reinvestment of all dividends are assumed. In the case of the Company, a $100 investment made on DecemberE31, 1991, is assumed (the Company paid no dividends in 1992, 1993, 1994, 1995 or 1996). Returns are at December 31 of each year, with the exception of 1996, which is December 28, 1996. Pension Plan Table The Company has two non-contributory defined benefit retirement plans in which the named executive officers participate. One of these plans is qualified under the applicable provisions of the Internal Revenue Code (the OQualified PlanO), and the other is a non-qualified Supplemental Executive Retirement Plan (OSERPO). The total annual combined pension benefits payable under the Qualified Plan and SERP to the named executive officers are determined on the basis of a final five-year average annual compensation formula. The compensation covered by the retirement plans for each of the named executive officers is the sum of the amounts reported in the salary and bonus columns of the Summary Compensation Table. The table shows the total combined annual pension benefits payable under the current provisions of both retirement plans assuming retirement of an employee who has continued employment to age 62. Final Years of Service Average Compensatio 10 15 20 25 30 35 n $125,000 $61,372 $ 74,914 $74,914 $74,914 $ 74,914 $ 74,914 150,000 74,914 91,164 91,164 91,164 91,164 91,164 175,000 88,456 107,414 107,414 107,414 107,414 107,414 200,000 101,997 123,664 123,664 123,664 123,664 123,664 225,000 115,539 139,914 139,914 139,914 139,914 139,914 250,000 129,081 156,164 156,164 156,164 156,164 156,164 300,000 156,164 188,664 188,664 188,664 188,664 188,664 400,000 210,331 253,664 253,664 253,664 253,664 253,664 500,000 264,497 318,664 318,664 318,664 318,664 318,664 ____________________ (1)Payable in the normal form of payment which is a single life annuity for a single person (if a person is married, the form of payment is joint and 50% to surviving spouse). For 1997, the maximum annual social security payment at age 62 for a single person is $12,672. The formula under the SERP is offset for one-half of the $12,672. (2)Maximum normal retirement benefit is earned after 12 years of service. Under an alternative form, payments from the SERP can be guaranteed over 10 years.
The years of service (in nearest years) as of December 31, 1996, for the named executive officers are as follows: Mr.EWitt, 18 years; Mr.EBrace, 5 years; Mr.EBarron, 6 years; Mr.EKrueger, 15 years; and Mr.ETurner, 8 years. Compensation Committee Interlocks and Insider Participation Mr.EWitt, the CompanyOs Chairman of the Board, President and Chief Executive Officer, was a member of the Compensation Committee until his resignation on DecemberE3, 1996. In 1995, the Board of Directors of the Company adopted the Littelfuse Executive Loan Program to provide interest-free loans to management for the purpose of enabling them to exercise their Company stock options and pay the resulting income taxes. Pursuant to this Program, Mr.EWitt has obtained interest-free loans from the Company in the aggregate amount of $995,000. The amount of the loan obtained by Mr. Witt in 1996 was $541,964. Imputed interest on such loans for fiscal 1996 was $54,104. Funds obtained from such loans were used by Mr.EWitt to exercise Company stock options and to pay income taxes arising from such exercise. Certain Relationships and Related Transactions As contemplated by the Plans, the Company leases a manufacturing facility in Watseka, Illinois from Westmark Systems, Inc. The expiration date of the lease is DecemberE27, 1999. Monthly rentals under the lease are $7,125 for a total aggregate lease payment of $684,000. The Company has an option to purchase the leased premises at any time during the lease term for a purchase price equal to (i)E$171,000 plus (ii)Ethe amount of all of the remaining and unpaid rentals under the lease. In addition, the Company repurchased warrants to purchase 665,500 shares of Common Stock from Westmark Systems, Inc. on AprilE3, 1996. The purchase price for this transaction was approximately $17 million. Pursuant to the Plans, the Company and Tracor, Inc. have entered into a Tax Indebtedness Sharing Agreement pursuant to which the parties apportion certain tax liabilities. As discussed above, in fiscal 1995, the Board of Directors adopted the Littelfuse Executive Loan Program to provide interest-free loans to management for the purpose of enabling them to exercise their Company stock options and to pay the resulting income taxes. In addition to Mr.EWittOs loans described above, Mr.EKrueger, Mr. Barron and Jon B. Anderson, a Vice President of the Company, have each obtained interest- free loans from the Company pursuant to the Littelfuse Executive Loan Program totaling $200,337, $102,592 and $79,942, respectively, $65,785 of Mr. Anderson's loans having been made in fiscal 1996, with all of the other loans having been made in 1995. Imputed interest on such loans totaled $13,874, $2,318 and $5,152, respectively, for fiscal 1996. No other executive officer of the Company has obtained loans in excess of $60,000 pursuant to the Littelfuse Executive Loan Program. In addition to Mr. Witt and Mr. Anderson, two other members of management also obtained interest-free loans pursuant to the Littelfuse Executive Loan Program during fiscal 1996, both of which were less than $60,000. Each of the aforementioned executive officers used such funds to exercise Company stock options and to pay income taxes arising form such exercise. Except as described above, the Company is not a party to any other material transactions of the type required to be described herein. Stockholder Proposals Any stockholder proposal intended to be presented at the 1998 annual meeting of the CompanyOs stockholders must be received at the principal executive offices of the Company by November 21, 1997, in order to be considered for inclusion in the CompanyOs proxy materials relating to that meeting. Other Matters As of the date of this Proxy Statement, management knows of no matters to be brought before the meeting other than the matters referred to in this Proxy Statement. By order of the Board of Directors, Mary S. Muchoney Secretary March 19, 1997 PROXY LITTELFUSE, INC. Proxy Card for Annual Meeting on April 25, 1997 The undersigned hereby appoints James F. Brace and Mary S. Muchoney, jointly and severally, with full power of substitution, to vote all shares of Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at the offices of the Company located at 800 E. Northwest Highway, Des Plaines, Illinois, on Friday, April 25, 1997, at 9:00 a.m., local time, and at any adjournment thereof, with all powers the undersigned would possess if personally present, as follows: (1) Election of five nominees to the Board of Directors to serve terms of one year or until their successors are elected. FOR all nominees listed below WITHHOLD AUTHORITY (Except as marked to the contrary below) to vote for all nominees listed below Howard B. Witt, Anthony Grillo, Bruce A. Karsh, John E. Major and John J. Nevin (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee's name) (2) To amend the certificate of incorporation of the Company to increase the number of shares of Common Stock the Company shall have authority to issue from 19,000,000 to 34,000,000. FOR AGAINST ABSTAIN (3) Approval and ratification of the Directors' appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending January 3, 1998. FOR AGAINST ABSTAIN The Board of Directors unanimously recommends a vote "FOR" these proposals. This Proxy is solicited by the Board of Directors of the Company. (continued, and to be signed on the other side) Account No. of Shares Proxy No. This proxy will be voted as directed, or If no instructions are given, it will be voted "FOR" election of all nominees as Directors of the Company and "FOR" amendment of the certificate of incorporation of the Company and "FOR" approval and ratification of the appointment of independent auditors and in the discretion of the named proxies upon such other matters as may properly come before the Annual Meeting or an adjournment thereof. Dated: , 1997 - --------------------------------------------------------- (Signature) - --------------------------------------------------------- (Signature) Please sign exactly as name appears on stock certificate(s). Executors, administrators, trustees, guardians, attorneys-in-fact, etc., should give their full titles. If signer is a corporation, please give full corporate name and have a duly authorized officer sign, stating title. If a partnership, please sign in partnership name by authorized person. If stock is registered in two names, both should sign. Please vote, sign, date and return this proxy promptly.