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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, 1997 Commission file number 1-7283
--------------------------------------
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 6, 1998 was approximately $638,944,000.
On March 6, 1998 the registrant had outstanding 20,882,290 shares of common
stock, $.01 par value, which is registrant's only class of common stock.
===========================================================================
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENTS FORM 10-K REFERENCE
Annual Report to Shareholders for Year Ended
December 31, 1997. . . . . . . . . . . . . . . . . . I, II, IV
Proxy Statement for Annual Shareholder Meeting to be
Held on April 21, 1998 . . . . . . . . . . . . . . . III
1
REGAL-BELOIT CORPORATION
------------------------
Index to
Annual Report on Form 10-K
For The Year Ended December 31, 1997
PART I Page
----
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. . . . . . . . . . . . . . . . . . . . . 7
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
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 products to
control motion and torque and electrical products such as motors and
generators.
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; and manual valve
actuators. The Group also manufactures perishable, high speed steel, rotary
cutting tools, which products are less than 10% of the Company's net sales.
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; center pivot
irrigation systems; 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 transmissions for luxury inboard powered craft.
Effective March 26, 1997, the Company acquired 100% of the stock of Marathon
Electric Manufacturing Corporation for approximately $279,000,000. Marathon
Electric now comprises the Company's Electrical Group, which manufactures its
electrical products including electric motors and generators. The Electrical
Group produces and markets AC electric motors ranging in size from 1/12
horsepower to over 500 horsepower and electric generators ranging in size
from 5 kilowatts through 2300 kilowatts. These 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 1997
and 3% in each of 1996 and 1995. Additionally, 4%, 7%, and 6% of Company
sales were manufactured and sold outside the United States in 1997, 1996,
and 1995, respectively. No material part of the Company's business is
dependent upon a single customer. In fiscal 1997, 1996, and 1995, 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 climates 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 Electric, Reliance, Leeson, General Electric,
Cummins, and Magnetek. 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 of 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. 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 11 of Notes to Consolidated Financial Statements
on page 14 of the Annual Report to Shareholders for the year ended
December 31, 1997, and such information is incorporated herein by reference.
4
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 Company's depreciation levels, as the Company believes that
such investments are essential to its long-term success.
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, 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, 1997, the amount of the Company's Mechanical Group
backlog was approximately $51,310,000 compared to approximately $44,460,000
on December 31, 1996. The Electrical Group backlog as of December 31, 1997 was
$31,700,000. 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 1998. 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, 1997, the Company employed approximately 4,810 persons,
of which approximately 27% are 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
5
environmental compliance costs will not have a material adverse effect on
the Company's financial position or results of operations.
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 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 10 manufacturing and warehousing
facilities. Two each are located in Missouri and Ohio; and one each in
Indiana, Pennsylvania, Texas, Wisconsin, Singapore, and Market Overton
(England). The Electrical Group's present operating facilities contain
a total of approximately 1,010,000 square feet of space of which
approximately 130,000 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.
The Company currently owns one additional vacant manufacturing facility
with a total of 53,000 square feet that it intends to sell.
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, 1997.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER 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, 1997, and such information is incorporated
herein by reference.
6
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, 1997,
and such information is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
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,
1997, 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, 1997,
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 5 and 8 of the definitive proxy statement for the Annual Meeting of
Shareholders to be held on April 21, 1998, 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 all of the executive officers of the
Company as of March 6, 1998, 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, 55 - Elected Chairman in 1986; Chief Executive
Chairman, President and Officer since 1984; President since 1980.
Chief Executive Officer
Henry W. Knueppel, 49 - Elected Executive Vice President in 1987,
Executive Vice President prior to which he was Vice President-
Operations since 1985. Appointed to the
additional position of President, Marathon
Electric Manufacturing Corporation in
September, 1997.
Kenneth F. Kaplan, 52 - 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 9
through 15 of the definitive proxy statement for the Annual Meeting of
Shareholders to be held on April 21, 1998, 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 MANAEMENT
Information required pursuant to Item 403 of Regulation S-K is set forth on
pages 3, 4, 5, and 8 of the definitive proxy statement for the Annual
Meeting of Shareholders to be held on April 21, 1998, 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
page 7 of the definitive proxy statement for the Annual Meeting of
Shareholders to be held on April 21, 1998, 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
Pages 14-15 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, 1997.
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 6, 1998
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 March 6, 1998
- ------------------------ Chairman, President, Chief -------------
James L. Packard Executive Officer and Director
/s/ Kenneth F. Kaplan March 6, 1998
- ------------------------ Vice President, Chief Financial -------------
Kenneth F. Kaplan Officer and Secretary
(Principal Accounting
& Financial Officer)
/s/ Henry W. Knueppel March 6, 1998
- ------------------------ Executive Vice President -------------
Henry W. Knueppel and Director
/s/ John A. McKay
- ------------------------ Director March 6, 1998
John A. McKay -------------
/s/ John M. Eldred
- ------------------------ Director March 6, 1998
John M. Eldred -------------
/s/ J. Reed Coleman
- ------------------------ Director March 6, 1998
J. Reed Coleman -------------
/s/ Frank Bauchiero
- ------------------------ Director March 6, 1998
Frank Bauchiero -------------
10
REGAL-BELOIT CORPORATION
Index to Financial Statements
and Financial Statement Schedule
Page(s) In
Annual Report *
-------------
The following documents are filed as part of this report:
(1) Financial Statements:
Consolidated Balance Sheets at December 31, 1997 and 1996 7
Consolidated Statements of Income for the three years ended
December 31, 1997 8
Consolidated Statements of Shareholders' Investment for
the three years ended December 31, 1997 8
Consolidated Statements of Cash Flows for the three years
ended December 31, 1997 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 1997 Annual Report to Shareholders
Page 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, 1997,
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, 1998. 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, 1998
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.
ARTHUR ANDERSEN LLP
-------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
March 11, 1998
12
SCHEDULE II
REGAL-BELOIT CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful Accounts:
(In Thousands Of Dollars)
---------------------------------------------------------------
Balance Additions Write-offs Additions, Balance
Beginning Charged to Net of Related to End
of Year Net Income Recoveries Acquisition of Year
--------- ---------- ---------- ----------- --------
Year Ended December 31, 1997 $ 1,190 $ 592 $ (622) $ 1,460 $ 2,620
========= ========== ========== =========== ========
Year Ended December 31, 1996 $ 1,140 $ 125 $ (75) $ -0- $ 1,190
========= ========== ========== =========== =========
Year Ended December 31, 1995 $ 1,161 $ 62 $ (83) $ -0- $ 1,140
========= ========== ========== =========== =========
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, 1997
America Illinois, as Documentation
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
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's
dated January 1, 1997 Annual Report on Form 10-K dated
March 6, 1998
(Filed herewith)
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
13 Annual Report to Shareholders Regal-Beloit Corporation's Annual Report
for the year ended December 31, on Form 10-K dated March 6, 1998.
1997 (Filed herewith)
21 Subsidiaries of Regal-Beloit Regal-Beloit Corporation's Annual Report
Corporation on Form 10-K dated March 6, 1998.
(Filed herewith)
23 Consent of Independent Public Regal-Beloit Corporation's Annual Report
Accountants on Form 10-K dated March 6, 1998.
(Filed herewith)
99 Annual Meeting Proxy Statement of Regal-Beloit Corporation's Proxy
Regal-Beloit Corporation dated Statement on Schedule 14A dated
March 13, 1998 March 13, 1998, and filed on
March 13, 1998.
15