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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999 Commission file number 1-7283
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REGAL-BELOIT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Wisconsin 39-0875718
(State of Incorporation) (I.R.S. Employer Identification No.)
200 State Street
Beloit, Wisconsin 53511-6254
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (608) 364-8800
===============================================================================
Securities registered pursuant to Section 12 (b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
- ----------------------------- --------------------------------
Common Stock ($.01 Par Value) American Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act . . None
(Title of Class)
==============================================================================
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. X
---
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 10, 2000 was approximately $351,841,000.
On March 10, 2000 the registrant had outstanding 20,985,905 shares of common
stock, $.01 par value, which is registrant's only class of common stock.
Documents Incorporated by Reference
-----------------------------------
Form 10-K
Documents Reference
- --------- ---------
Annual Report to Shareholders for Year Ended December 31, 1999 . . . I, II, IV
Proxy Statement for Annual Shareholders Meeting to be Held on
April 19, 2000 . . . III
1
REGAL-BELOIT CORPORATION
------------------------
Index to
Annual Report on Form 10-K
For the Year Ended December 31, 1999
Page
----
PART I
- ------
Item 1. Business 3
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters To A Vote of Security Holders 6
PART II
- -------
Item 5. Market for the Registrant's Common Equity and Related
Shareholder Matters 6
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure 7
PART III
- --------
Item 10. Directors and Executive Officers of the Registrant 7
Item 11. Executive Compensation 8
Item 12. Security Ownership of Certain Beneficial Owners and Management 8
Item 13. Certain Relationships and Related Transactions 8
PART IV
- -------
Item 14. Financial Statements, Financial Statement Schedule, Exhibits
and Reports on Form 8-K 9
Signatures 10
CAUTIONARY STATEMENT
The following is a cautionary statement made under the Private Securities
Litigation Reform Act of 1995: With the exception of historical facts, the
statements contained in this Annual Report on Form 10-K or incorporated by
reference may be forward looking statements. Actual results may differ
materially from those contemplated. Forward looking statements involve risks
and uncertainties, including but not limited to, the following risks:
1) cyclical downturns affecting the markets for capital goods, 2) substantial
increases in interest rates that impact the cost of the Company's outstanding
debt, 3) the success of Management in increasing sales and maintaining or
improving the operating margins of its businesses, 4) the availability of or
material increases in the costs of select raw materials or parts, and
5) actions taken by competitors. Investors are directed to the Company's
documents filed with the Securities and Exchange Commission.
2
PART I
ITEM 1. Business
- ------- --------
General Development of Business
- -------------------------------
Regal-Beloit Corporation is a Wisconsin corporation founded in 1955. The
Company's initial business was the production of special metalworking taps.
Through 34 acquisitions and internal growth, the Company has become a
prominent manufacturer of a diversified line of mechanical and electrical
motion control products.
The Company's mechanical products are manufactured by its Mechanical Group and
include standard and custom worm gear, bevel gear, helical gear and concentric
shaft gearboxes; marine and high-performance after-market automotive
transmissions; custom gearing; gear motors; manual valve actuators; and
perishable, high speed steel, rotary cutting tools. Mechanical Group products
are sold to distributors, original equipment manufacturers and end users
across many industry segments.
Typical applications for the Company's mechanical products include material
handling systems such as conveyors, palletizers and packaging equipment;
off-highway vehicular equipment such as street pavers, graders,
airport/fire/crash/rescue equipment; farm implements; gas and liquid pipeline
transmission systems; civic water and waste treatment facilities; open-pit
mining; paper making machinery; high-performance, after-market automotive
transmissions and ring/pinion sets; and marine transmissions for luxury
inboard powered craft.
In March 1997, the Company acquired Marathon Electric Manufacturing
Corporation. Marathon Electric became the Company's Electrical Group. On
May 28, 1999, the Company purchased from another public company selected
assets which now comprise the Lincoln Motors product line within the
Electrical Group. The Electrical Group produces and markets AC electric
motors ranging in size from 1/12 horsepower to 1000 horsepower, electric
generators ranging in size from 5 kilowatts through 4000 kilowatts and
electrical connecting devices such as terminal blocks, fuse holders and power
blocks. The Group's products are also sold to distributors, original equipment
manufacturers and end users across many industry segments.
Typical applications for the Company's electrical products include: 1) for
electric motors: air movement such as heating, ventilating, air conditioning
and compressors; fluid movement such as pumping; woodworking; commercial
laundry; process industries; variable frequency drives; and floor care; and
2) for electric generators: prime and standby power applications including
buildings such as telecommunication, commercial, industrial, hospital and
school; marine; agriculture; windpower; military; and transport refrigeration.
Regal-Beloit believes its consistent ability to provide products on a shorter
delivery schedule than other manufacturers gives it a competitive selling
advantage and that its extensive use of modern, up-to-date equipment which is
best suited for the job, along with its continued product redesign and
effective plant layout, often gives it a competitive cost advantage in its
product offering.
Marketing and Sales
- -------------------
The Company's products are sold to distributors, original equipment
manufacturers and end users. Both the Mechanical Group and the Electrical
Group have their own organization of field sales employees and manufacturers'
representatives.
3
Export sales accounted for approximately 7% of the Company's sales in 1999, 6%
in 1998 and 7% in 1997. Additionally, 3%, 3%, and 4% of Company sales were
manufactured and sold outside the United States in 1999, 1998, and 1997,
respectively. No material part of the Company's business is dependent upon a
single customer. In fiscal 1999, 1998, and 1997, no single customer accounted
for as much as 3% of Company sales. Although the Company's sales are
predominantly not seasonal, they tend to vary with general economic conditions
and with the rate of industrial production, and are affected by business
conditions in the many markets in which the Company sells. However, because
the Company's products are sold to many different markets, the effects of
weaker markets are frequently offset by strengths in other markets.
Working capital requirements to properly serve the Company's customers are
generally typical of capital goods manufacturers. Accounts receivable and
inventory are generally not seasonal or at unusual levels by industry
standards.
Competition
- -----------
Major domestic competitors in the mechanical motion control equipment industry
include Emerson Electric, Reliance Electric, Winsmith, Falk, and Boston Gear.
Major foreign competitors would include SEW Eurodrive, Flender, Sumitomo and
Zahnrad Fabrik. Major domestic competitors for the Electrical Group include
Baldor Electric, Emerson, Reliance, Leeson, General Electric, Cummins, and A.O.
Smith. Major foreign competitors include Siemens, Toshiba, Weg, Leroy Somer,
and ABB.
Over the past several years, niche product market opportunities have become
more prevalent due to changing market conditions. The Mechanical Group's
markets have also been impacted by decisions by larger manufacturers not to
compete in lower volume or specialized markets. Many captive producers have
chosen, for economic reasons, to outsource their requirements to specialized
manufacturers like Regal-Beloit's Mechanical Group, who can produce more cost
effectively.
The Company has capitalized on this competitive climate by making acquisitions
and increasing its manufacturing efficiencies. Some of these acquisitions have
created new opportunities for the Company because the Company is now in new
markets in which it was not previously involved. The Company has also
continued to upgrade its manufacturing equipment and processes, including
increasing its use of computer aided manufacturing systems and redesigning
products to take full advantage of the more productive equipment along with
redoing plant layout to improve product flow. Most of the operating units of
the Company, recognizing the increasing importance of the internet, have
established websites that provide information on the separate operating units
of the Company and the products and services they each provide to the
marketplace. In practice, the Company's operating units have sought out
specific niche markets concentrating on a wide diversity of customers and
applications. Because of this approach, the Company is often not the largest
supplier in any specific market. The Company believes it competes primarily
on the basis of the promptness of delivery, price and quality.
For further segment information required by Item 101 of Regulation S-K,
reference is made to Note 10 of Notes to Consolidated Financial Statements on
page 14 of the Annual Report to Shareholders for the year ended December 31,
1999, and such information is incorporated herein by reference.
Manufacturing
- -------------
Each of the Company's operating units conducts its manufacturing operations
independently in one or more facilities. The Company regularly invests in
high quality machinery and equipment and other improvements to and maintenance
of its facilities. These capital expenditures typically meet or exceed the
4
Company's depreciation levels, as the Company believes that such investments
are essential to its long-term success, although in 1999 expenditures were
held below depreciation as the capital goods economy slowed.
The manufacturing operations of both the Mechanical Group and Electrical Group
are highly integrated. Although raw materials and selected parts such as
bearings and seals are purchased, this vertical integration permits the Company
to produce most of its products' component parts when needed. The Company
believes this results in lower production costs, greater manufacturing
flexibility and higher product quality, as well as reducing the Company's
reliance on outside suppliers.
Base materials for the Company's products consist primarily of: 1) steel in
various types and sizes, including bearings and weldments, 2) copper magnet
wire and 3) castings made of grey iron or aluminum. The Company purchases its
raw materials from many suppliers and is not dependent on any single supplier
for any of its base materials.
Backlog
- -------
As of December 31, 1999, the amount of the Company's Mechanical Group backlog
was approximately $39,700,000 compared to approximately $40,300,000 on
December 31, 1998. The Electrical Group backlog as of December 31, 1999 was
$36,300,000 versus $25,300,000 on December 31, 1998. Average delivery time
for orders of the Company's mechanical products (except for large, specially
designed products) varies from three days to two months. The Company believes
that virtually all of its backlog is shippable in 2000. The Company's
business units have historically shipped the majority of its products in the
month the order is received. Accordingly, since total backlog is less than
15% of the Company's annual sales, the Company believes that backlog is not a
reliable indicator of the Company's future sales.
Patents, Trademarks and Licenses
- --------------------------------
The Company owns a number of United States patents and foreign patents relating
to its businesses. While the Company believes that its patents provide certain
competitive advantages, the Company does not consider any one patent or group
thereof essential to the business of either of its Groups or the Company as a
whole. Regal-Beloit utilizes various registered and unregistered trademarks
and the Company believes these trademarks are significant in the marketing of
most of its products. However, the Company believes the successful
manufacture and sale of its products generally depends more upon its
technological, manufacturing and marketing skills. In addition, the Company
believes its engineering, test and development capabilities are significant
factors in the success of its business.
Employees
- ---------
As of December 31, 1999, the Company employed approximately 4,630 persons, of
which approximately 27% were covered by collective bargaining agreements. The
Company considers its employee relations to be very good.
Environmental Matters
- ---------------------
The Company is subject to Federal, State and local environmental regulations.
The Company is currently involved with environmental proceedings related to
certain of its facilities. Based on available information, it is believed
that the outcome of these proceedings and future known environmental
compliance costs will not have a material adverse effect on the Company's
financial position or results of operations.
5
ITEM 2. Properties
- ------ ----------
The Company's Mechanical Group currently operates 21 manufacturing and
service/distribution facilities. Four are located in Illinois; two each are
located in Indiana, South Carolina, South Dakota and Wisconsin; and one each
are located in California, Massachusetts, New York, North Carolina,
Pennsylvania, Texas, Newbury (England), Neu Anspach (Germany) and Legnano
(Italy). The Mechanical Group's present operating facilities contain a total
of approximately 1,590,000 square feet of space of which approximately 46,700
square feet are leased.
The Electrical Group currently operates 13 manufacturing and warehousing
facilities. Three are located in each of Missouri and Ohio, two in Texas and
one each in Indiana, Pennsylvania, Wisconsin, Singapore, and Market Overton
(England). The Electrical Group's present operating facilities contain a
total of approximately 1,360,000 square feet of space of which approximately
480,000 square feet are leased.
The Company has its principal offices in Beloit, Wisconsin in an owned 24,000
square foot office building. The Company believes its equipment and facilities
are well maintained and adequate for its present needs.
ITEM 3. Legal Proceedings
- ------ -----------------
The Company is not involved in any material legal proceedings.
ITEM 4. Submission of Matters to a Vote of Security Holders
- ------ ---------------------------------------------------
There were no matters submitted to a vote of security holders during the
quarter ended December 31, 1999.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related
- ------ -----------------------------------------------------
Shareholder Matters
-------------------
Certain information required by Item 201 of Regulation S-K is set forth on
page 4 and the inside back cover of the Annual Report to Shareholders for the
year ended December 31, 1999, and such information is incorporated herein by
reference.
ITEM 6. Selected Financial Data
- ------ -----------------------
Information required by Item 301 of Regulation S-K is set forth on page 4 of
the Annual Report to Shareholders for the year ended December 31, 1999, and
such information is incorporated herein by reference.
6
ITEM 7. Management's Discussion and Analysis of Financial Condition and
- ------ ---------------------------------------------------------------
and Results of Operations
-------------------------
Information required by Item 303 of Regulation S-K is set forth on pages 5 and
6 of the Annual Report to Shareholders for the year ended December 31, 1999,
and such information is incorporated herein by reference.
ITEM 8. Financial Statements and Supplementary Data
- ------ -------------------------------------------
In the Annual Report to Shareholders for the year ended December 31, 1999,
there are set forth on pages 7 through 15, financial statements meeting the
requirements of Regulation S-X and information specified by Item 302 of
Regulation S-K and such financial statements are incorporated herein by
reference.
ITEM 9. Changes in and Disagreements with Accountants on Accounting
- ------ -------------------------------------------------------------
and Financial Disclosure
------------------------
The Company has had no disagreements with its accountants subject to
disclosure by Item 304 of Regulation S-K nor has it had a change of
accountants within the last two fiscal years.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
- ------- --------------------------------------------------
Information required by Item 401 of Regulation S-K is set forth on pages 3
through 9 of the definitive proxy statement for the Annual Meeting of
Shareholders to be held on April 19, 2000, a copy of which has been filed
within 120 days following the close of the fiscal year, and such information
is incorporated herein by reference.
The names, ages, and positions of the executive officers of the Company as of
March 15, 2000, are listed below along with their business experience during
the past five years. Officers are elected annually by the Board of Directors
at the Meeting of Directors immediately following the Annual Meeting of
Shareholders in April. There are no family relationships among these
officers, nor any arrangements of understanding between any officer and any
other persons pursuant to which the officer was selected.
7
Name, Age and Position Business Experience During the Past 5 Years
- ---------------------- -------------------------------------------
James L. Packard, 57 - Elected Chairman in 1986; Chief Executive
Chairman, President and Officer since 1984; President since 1980.
Chief Executive Officer
Henry W. Knueppel, 51 - Elected Executive Vice President in 1987. From
Executive Vice President September, 1997 until December, 1999, he also
served as President of the Company's Marathon
Electric Manufacturing Corporation subsidiary.
Kenneth F. Kaplan, 54 - Joined Company in September, 1996. Elected
Vice President, Chief Vice President, Chief Financial Officer in
Financial Officer and October, 1996 and Secretary in April, 1997.
Secretary Previously, he was employed by Gehl
Company, West Bend, Wisconsin, as Vice
President-Finance and Treasurer from 1987.
ITEM 11. Executive Compensation
- ------- ----------------------
Information required by Item 402 of Regulation S-K is set forth on pages 8
through 14 of the definitive proxy statement for the Annual Meeting of
Shareholders to be held on April 19, 2000, a copy of which has been filed
within 120 days following the close of the fiscal year, and such information
is incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
- ------- --------------------------------------------------------------
Information required pursuant to Item 403 of Regulation S-K is set forth on
pages 3 through 5 and 7 of the definitive proxy statement for the Annual
Meeting of Shareholders to be held on April 19, 2000, a copy of which has been
filed within 120 days following the close of the fiscal year, and such
information is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions
- ------- ----------------------------------------------
Information required pursuant to Item 404 of Regulation S-K is set forth on
pages 6 and 9 of the definitive proxy statement for the Annual Meeting of
Shareholders to be held on April 19, 2000, a copy of which has been filed
within 120 days following the close of the fiscal year, and such information
is incorporated herein by reference.
8
PART IV
ITEM 14. Financial Statements, Financial Statement Schedule, Exhibits
- ------- ------------------------------------------------------------
and Reports on Form 8-K
-----------------------
(a) 1. and 2. Financial Statements and Financial Statement Schedule
-----------------------------------------------------------------
Reference is made to the separate index to the Company's Consolidated
Financial Statements and Schedule contained on page 11 hereof.
3. Exhibits
------------
Reference is made to the separate exhibit index contained on page
14-16 hereof.
(b) Reports on Form 8-K
-------------------
There were no reports filed on Form 8-K by the Company during the
quarter ended December 31,1999.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
REGAL-BELOIT CORPORATION
By: /S/ Kenneth F. Kaplan
------------------------
Kenneth F. Kaplan
Vice President, Chief Financial Officer
and Secretary
March 15, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
/S/ James L. Packard Chairman, President, Chief March 15, 2000
- -------------------- Executive Officer and Director
James L. Packard
/S/ Kenneth F. Kaplan Vice President, Chief Financial March 15, 2000
- --------------------- Officer and Secretary
Kenneth F. Kaplan (Principal Accounting & Financial
Officer)
/S/ Henry W. Knueppel Executive Vice President March 15, 2000
- --------------------- and Director
Henry W. Knueppel
/S/ John A. McKay Director March 15, 2000
- ---------------------
John A. McKay
/S/ John M. Eldred Director March 15, 2000
- ---------------------
John M. Eldred
/S/ J. Reed Coleman Director March 15, 2000
- ---------------------
J. Reed Coleman
/S/ Frank Bauchiero Director March 15, 2000
- ---------------------
Frank Bauchiero
10
REGAL-BELOIT CORPORATION
Index to Financial Statements
and Financial Statement Schedule
Page(s) In
Annual Report *
----------------
The following documents are incorporated by reference as part
of this report:
(1) Financial Statements:
Consolidated Balance Sheets at December 31, 1999 and 1998 7
Consolidated Statements of Income for the three years
ended December 31, 1999 8
Consolidated Statements of Shareholders' Investment for
the three years ended December 31, 1999 8
Consolidated Statements of Cash Flows for the three years
ended December 31, 1999 9
Notes to Consolidated Financial Statements 10 - 14
Report of Independent Public Accountants 15
* Incorporated by reference from the indicated pages of the
Regal-Beloit Corporation 1999 Annual Report to Shareholders
Page(s) In
Form 10-K
----------
(2) Financial Statement Schedule:
Report of Independent Public Accountants on Financial
Statement Schedule 12
Consent of Independent Public Accountants 12
For the three years ended December 31, 1999,
Schedule II - Valuation and Qualifying Accounts 13
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
11
Report of Independent Public Accountants
----------------------------------------
To Regal-Beloit Corporation:
We have audited, in accordance with generally accepted auditing standards, the
financial statements included in Regal-Beloit Corporation's Annual Report to
Shareholders, incorporated by reference in this Form 10-K, and have issued
our report thereon dated January 28, 2000. Our audit was made for the purpose
of forming an opinion on those statements taken as a whole. The schedule
listed in the index to financial statements is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
/S/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
January 28, 2000
Exhibit 23
Consent of Independent Public Accountants
-----------------------------------------
To Regal-Beloit Corporation:
As independent public accountants, we hereby consent to the incorporation of
our reports, included and incorporated by reference in this Form 10-K, into
Regal-Beloit Corporation's previously filed Registration Statements, File Nos.
33-25480, 33-25233, 33-82076 and 33-8934.
/S/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
March 15, 2000
12
SCHEDULE II
REGAL-BELOIT CORPORATION
-------------------------
VALUATION AND QUALIFYING ACCOUNTS
------------------------------------
Allowance for Doubtful Accounts:
- -------------------------------
(In Thousands Of Dollars)
-----------------------------------------------------------
Balance Provision Write-offs, Additions, Balance
Beginning (Credits) Net of Related to End
of Year for Losses Recoveries Acquisition of Year
Year Ended December 31, 1999 $ 1,851 $ (9) $ (84) $ -0- $ 1,758
======= ======== ======== ======= =======
Year Ended December 31, 1998 $ 2,620 $ (213) $ (556) $ -0- $ 1,851
======= ======== ======== ======= =======
Year Ended December 31, 1997 $ 1,190 $ 592 $ (622) $ 1,460 $ 2,620
======= ======== ======== ======= =======
13
Exhibits Index
- --------------
The following exhibits are required to be filed by Item 601 of Regulation S-K.
Exhibit
Number Description Incorporated by Reference Herein
- ------- ----------- --------------------------------
2 Agreement and Plan of Merger by Filed as Exhibit A to Annual Meeting
and between the Registrant and Proxy Statement of
Regal-Beloit Corporation, dated as Regal-Beloit Corporation
of April 18, 1994 dated March 11, 1994
2.1 Agreement and Plan of Merger Filed as Exhibit 2.1 on Regal-Beloit
among the Registrant, Regal- Corporation's Form 8-K dated
Beloit Acquisition Corp., and April 10, 1997
Marathon Electric Manufacturing
Corporation dated as of February
26, 1997, as amended and
restated March 17, 1997 and
March 26, 1997
2.2 Credit Agreement among Regis- Filed as Exhibit 2.2 on Regal-Beloit
trant, Bank of America Illinois, M&I Corporation's Form 8-K dated
Marshall & Illsley Bank and the April 10, 1997
Other Financial Institutions Party
hereto dated as of March 26, 1997;
Schedule 2.01; Guaranty Agree-
ments dated March 26, 1997; and
Promissory Notes dated March 26,
1997.
2.3 Amended and Restated Credit Filed as Exhibit 2.3 to Regal-Beloit
Agreement Dated as of May 30, Corporation's Quarterly Report
1997 among Registrant, Bank of on Form 10-Q dated August 8,
America Illinois, as Documentation 1997
Agent, M&I Marshall & Illsley Bank,
as Administrative Agent and Letter
of Credit Issuing Bank, Firstar Bank
Milwaukee, N.A., Harris Trust and
Savings Bank and The Northern
Trust Company, as Co-Agents, and
The Other Financial Institutions
Party Hereto Arranged by
Bancamerica Securities, Inc. as
Syndication Agent; Disclosure
Schedules and Attached Exhibits;
and Promissory Note
3.1 Articles of Incorporation of the Filed as Exhibit B to the 1994 Proxy
Registrant Statement
3.2 Bylaws of the Registrant Filed as Exhibit C to the 1994 Proxy
Statement
14
Exhibit
Number Description Incorporated by Reference Herein
- ------- ----------- --------------------------------
4 Articles of Incorporation and Bylaws Filed as Exhibits 3.1 and 3.2 hereto
of the Registrant
4.1 Rights Agreement, dated as of Filed as Exhibit 4.1 incorporated on
January 28, 2000, between Regal-Beloit Regal- Beloit Corporation's
Corporation and BankBoston, N.A. Registration Statement on
Form 8-A (file no.1-7283) and
on Regal-Beloit Corporation's
current report on Form 8-K
dated January 31, 2000.
10.1 Short-Term Incentive Compensation Filed as Exhibit 10.1 to Regal-Beloit
Plan, as amended Corporation's Annual Report
on Form 10-K dated
March 29, 1993
10.2 1982 Incentive Stock Option Plan Filed as Exhibit 10.4 to 1986 S-1
10.3 1987 Stock Option Plan Filed as Exhibit 10.3 to 1988 S-1
10.4 1991 Flexible Stock Incentive Plan Filed as Exhibit 10.4 to Regal-Beloit
Corporation's Annual Report
on Form 10-K dated
March 29, 1993 (1994 S-8
Registration No. 33-82076)
10.5 Change of Control Agreement Filed as Exhibit 10.5 to Regal-Beloit
Corporation's Annual Report
on Form 10-K dated
March 6, 1998
10.5(a) Addendum to Change of Control Filed as Regal-Beloit Corporation's
Agreement effective as of Annual Report on Form 10-K
April 21, 1998 dated March 5, 1999.
10.6 Disability Insurance Agreement Filed as Exhibit 10.6 to Regal-Beloit
between Regal-Beloit Corporation Corporation's Annual Report
and Continental Casualty Company on Form 10-K dated
March 29, 1993
10.7 1998 Stock Option Plan, as Amended Filed as Regal-Beloit Corporation 1998
Stock Option Plan, as amended
on Regal-Beloit Corporation's
Registration Statement on Form
S-8 (File No. 333-84779)
13 Annual Report to Shareholders Regal-Beloit Corporation's Annual Report
for the year ended December 31, on Form 10-K dated March 15, 2000.
1999 (Filed herewith)
15
Exhibit
Number Description Incorporated by Reference Herein
- ------- ----------- --------------------------------
21 Subsidiaries of Regal-Beloit Regal-Beloit Corporation's Annual Report
Corporation on Form 10-K dated March 15, 2000.
(Filed herewith)
23 Consent of Independent Public Regal-Beloit Corporation's Annual Report
Accountants on Form 10-K dated March 15, 2000.
(Filed herewith)
99 Annual Meeting Proxy Statement of Filed as Regal-Beloit Corporation's Proxy
Regal-Beloit Corporation dated Statement on Schedule 14A
March 15, 2000 dated March 15, 2000.
16