SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Regal-Beloit Corporation
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
______________________________________________________________________
2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
4) Proposed maximum aggregate value of transaction: ____________________
5) Total fee paid: _____________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: _________________________________________________
2) Form, Schedule or Registration Statement No.: __________________________
3) Filing Party: __________________________________________________________
4) Date Filed: ____________________________________________________________
<PAGE>
TABLE OF CONTENTS
Notice of Annual Meeting of Stockholders
Preliminary Proxy Statement for Annual Meeting of Stockholders
Solicitation and Voting
Voting Securities and Principal Holders Thereof
Election of Directors
1995 Committees of The Board
Other Information About the Board
Compensation
Report of Compensation Committee on Annual Compensation
Compensation Committee Interlocks and Insider Participation
Comparison of Five Year Cumulative Total Return
Five Year Cumulative Performance Graph
Summary Compensation Table
Ownership of Company Stock and Stock Equivalents by Named Executive Officers
Security Ownership of Management
Option Exercise and 1995 Fiscal Year-End Option Values
Option Grants in Fiscal 1995
Summary of Benefit Plans
Profit Sharing
Target Supplemental Retirement Plan
Officers' Incentive Bonus Plan
1982 Incentive Stock Option Plan
1987 Stock Option Plan
1991 Flexible Stock Incentive Plan
Term Life Insurance
Supplemental Disability
Employment Contracts and Executive Termination Benefits Agreement
Outside Directors - Nonqualified Stock Option Grant
Compliance with Section 16(a) of the Securities Exchange Act
Propsed Increase of Authorized Shares of Common Stock
Proposed Amendment to Regal-Beloit Corporation 1991 Flexible Stock Incentive
Plan
Selection of Auditors
Stockholder Proposals
Exhibit A
Amended Text - Section 4 of 1991 Flexible Stock Incentive Plan
Appendices
1. Proxy Card
2. Proxy Card
<PAGE>
REGAL-BELOIT CORPORATION
----------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 24, 1996
To the Stockholders of Regal-Beloit Corporation:
Notice is hereby given that the Annual Meeting of Stockholders of Regal-
Beloit Corporation, a Wisconsin Corporation (the "Company") will be held at the
Company Headquarters, 200 State Street, Beloit, Wisconsin 53511-6254, on
Wednesday, April 24, 1996 at 10:30 A.M. Central Daylight Time for the following
purposes:
1. To elect three Class C Directors for a term of three years.
2. To consider and vote upon a proposal to increase the Company's authorized
shares of Common Stock from 25,000,000 to 50,000,000.
3. To consider and vote upon a proposal to amend Section 4 of the Regal-
Beloit Corporation 1991 Flexible Stock Incentive Plan.
4. To ratify the appointment of Arthur Andersen LLP as independent public
accountants for the Company for the year ending December 31, 1996.
5. To transact such other business as may properly come before the meeting or
any adjournment thereof.
The Board of Directors does not have plans to bring any other business
before the meeting, and has not been advised that any other business will be
brought before the meeting.
The Board of Directors has fixed February 29, 1996, as the record date for
the determination of stockholders entitled to notice of, and to vote at, this
meeting.
To assure representation at the meeting, please indicate your voting
directions, date, sign and mail promptly, the enclosed proxy which is being
solicited on behalf of the Board of Directors. A return envelope which
requires no postage if mailed in the United States is enclosed for such
purpose. Stockholders who are present at the meeting may withdraw their
proxies and vote in person if they wish.
A copy of the 1995 Annual Report of the Company accompanies this notice and
attached Proxy Statement.
<TABLE>
<CAPTION>
<S> <C>
By Order of the Board of Directors
Robert C. Burress
____________________________________
Robert C. Burress, Secretary
REGAL-BELOIT CORPORATION
</TABLE>
Beloit, Wisconsin
March 14, 1996
<PAGE>
REGAL-BELOIT CORPORATION
200 STATE STREET
BELOIT, WISCONSIN 53511-6254
-----------------------------
PRELIMINARY PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS, APRIL 24, 1996
* * * * * * * *
SOLICITATION AND VOTING
The enclosed proxy for the Annual Meeting of Stockholders to be held
April 24, 1996, and any and all adjournments thereof, is solicited on behalf
of the Board of Directors of the Company. A proxy may be revoked at any time
prior to the voting thereof by notice in writing filed with the Secretary of
the Company or by withdrawal in person at the registration desk at the annual
meeting. Properly executed proxies will be voted as specified thereon, unless
revoked.
The Company will bear the expense of this solicitation of proxies. It is
expected that only the mails will be used for such solicitation, except
Directors, Officers or regular employees of the Company may solicit proxies
personally or by telephone or telegraph. The Company may pay brokers and other
custodians, nominees and fiduciaries their reasonable expenses for sending
proxy material to principals and obtaining their proxies.
This Proxy Statement, Notice of Meeting and accompanying proxy cards are
first being mailed to stockholders on or about March 18, 1996.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On December 31, 1995, the outstanding voting securities of Regal-Beloit
Corporation consisted of 20,553,968 shares of $0.01 par value Common Stock,
each share of which is entitled to one vote. Only stockholders of record at
the close of business on February 29, 1996, will be entitled to vote at the
meeting.
To the best of the Company's knowledge, no entity owned more than 5% of its
outstanding voting securities at the close of business on December 31, 1995,
except Prudential Insurance Company of America, 751 Broad Street, Newark, NJ
07102, who owned 1,227,434 shares (6.0%) and FMR Corp., 82 Devonshire Street,
Boston MA 02109-3614 who owned 1,489,900 shares (7.2%). On December 31,
1995, the Directors, nominees for Directors and Officers of the Company as a
group (11 persons) were beneficial owners of 1,031,221 shares of the Company's
Common Stock (including 376,860 shares subject to options exercisable within
60 days) constituting approximately 6.0% of the outstanding shares of Common
Stock.
A majority of the shares entitled to vote, present in person or represented
by proxy, shall constitute a quorum at the annual meeting. Abstentions and
broker non-votes are counted for purposes of determining the presence or
absence of a quorum.
If a quorum is present, Directors are elected by the affirmative vote of a
majority of the outstanding shares present in person or by proxy at the
meeting and entitled to vote on the election of Directors. "Majority" means
that an individual who receives more than half the votes cast is elected as
Director. A withheld vote has the effect of a vote against the nominee or
nominees.
<PAGE>
If a quorum exists, the affirmative vote of the holders of a majority of
the shares of Company Common Stock present in person or represented by proxy
at the meeting and entitled to vote thereon is required for approval of the
proposed increase in the authorized shares of Common Stock of the Company and
for the approval of the proposed amendment to the 1991 Flexible Stock Incentive
Plan. An abstention or a broker non-vote, which does not represent a share
entitled to vote on a proposal, accordingly, will have no effect on the voting
for such proposal.
ELECTION OF DIRECTORS
The current three year term of the Class C Directors expires at the
forthcoming annual meeting. Unless otherwise directed, proxies will be voted
at the annual meeting for the election of nominees, J. Reed Coleman, Frank E.
Bauchiero and Stephen N. Graff as Class C Directors for a three year term
until the 1999 annual stockholder meeting and until their successors are duly
elected. All except Mr. Graff are currently serving as Directors. Management
has no reason to believe that any of the foregoing nominees is not available
or will not serve if elected, but if any of them should become so unavailable
to serve as a Director, full discretion is reserved to the persons named as
proxies to vote for such other persons as may be nominated.
The following sets forth certain information (furnished by them to the
Company) concerning each nominee and each Director whose term of office
continues after the annual meeting.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Beneficial Ownership Of
Company Stock As Of
December 31, 1995
-----------------------
Percentage
Principal Occupation, Business Director Number Of Of Shares
Name and Age Experience and Other Directorships Since Shares (1) Outstanding
- --------------------------- -------------------------------------------- -------- ---------- -----------
Nominees For
Class C Directors
Term Expires in 1999:
J. REED COLEMAN-62 Chairman, Madison-Kipp Corporation; 1981 72,854 *
Director, Madison-Kipp Corporation,
Kemper National Insurance Co.,
Xeruca Corp., Lunar Corporation and
NIBCO, Inc.
FRANK E. BAUCHIERO-61 President, Industrial, Dana North 1993 7,766 *
America; former President, Warner
Electric Brake & Clutch; Director,
Walbro Corp., Rockford Products
Corporation, M & I Bank of Beloit
and Madison-Kipp Corporation.
STEPHEN N. GRAFF-61 Retired Milwaukee Office Managing New 200 *
Partner, Arthur Andersen LLP and Nominee
Andersen Worldwide S.C.; Director,
Super Steel Products Corp.; Director,
Northwestern Mutual Series Fund, Inc.
<PAGE>
Beneficial Ownership Of
Company Stock As Of
December 31, 1995
------------------------
Percentage
Principal Occupation, Business Director Number Of Of Shares
Name and Age Experience and Other Directorships Since Shares (1) Outstanding
- --------------------------- -------------------------------------------- -------- ---------- -----------
Class A Directors
Term Expires in
1997:
WILLIAM W. KEEFER-71 Former Chairman, Warner Electric 1985 54,428 *
Brake and Clutch Co.; Director,
Franklin Electric Co.
JAMES L. PACKARD-53 Chairman, President and Chief Execu- 1980 453,667 2.2
(3) tive Officer of the Company, employed
with the Company since 1979. Presi-
dent and Director since 1980. Chief
Executive Officer since 1984. Chair-
man since 1986. Director, First
National Bank & Trust Co. of Beloit.
HENRY W. KNUEPPEL-47 Executive Vice President - Operations 1987 205,943 1.0
of the Company, employed since 1979.
Vice President - Power Transmission
Group 1982 - 1985. Vice President -
Operations 1985 - 1987. Director and
Executive Vice President - Operations
since 1987.
Class B Directors
Term Expires in 1998:
JOHN M. ELDRED-65 President, The First National Bank 1965 45,228 *
(3) & Trust Co. of Beloit. Director, First
National Bank & Trust Company of
Beloit.
JOHN A. McKAY-62 Former President & COO, Harnischfeger 1992 8,304 *
(3) Industries, Inc.; former Chairman and
CEO of Beloit Corporation; Director,
Sandusky International, Inc.,
First National Bank & Trust Co. of
Beloit.
G. FREDERICK KASTEN, JR.-57 President, CEO, Robert W. Baird 1995 12,688 *
& Co., Inc.; Director of Robert W.
Baird & Co., Inc.; Columbia Hospital
Corporation; Milwaukee World
Festival, Inc.; Interstate Forging
Industries.
Beneficial Ownership Of
Company Stock As Of
December 31, 1995
-----------------------
Percentage
Principal Occupation, Business Director Number Of Of Shares
Name and Age Experience and Other Directorships Since Shares (1) Outstanding
- -------------------------- --------------------------------------------- -------- ---------- -----------
Director In Office; Term
Expiring at Annual Meeting
and Not Continuing
Because of Retirement:
ELBERT H. NEESE-72 Director, Neese Family Foundation; 1980 223,145 1.1
(2)(3) Former Chairman and President,
Beloit Corporation; Director, First
National Bank & Trust Company of
Beloit. General Partner, Neese
Investment Partnership.
</TABLE>
* Represents less than 1% of the common stock.
(1) The amounts shown for all Directors except Messrs. Packard, Knueppel,
McKay, Bauchiero and Kasten include 24,854 shares each for which they have
vested but unexercised nonqualified stock options. The amounts shown for
Messrs. McKay, Bauchiero and Kasten include 8,104 shares, 5,766 shares and
2,688 shares respectively, for which they have vested but unexercised options.
The amount shown for Mr. Eldred includes 200 shares held in an Individual
Retirement Account and 500 shares in a Keogh Plan. The amounts shown for
Messrs. Packard and Knueppel include 144,136 shares and 94,750 shares,
respectively, for which they have vested but unexercised options; 290,000
shares and 103,180 shares, respectively, as to which the indicated persons
share voting and dispositive power with a spouse and 18,115 shares and 4,473
shares, respectively, held in trust under the Company's Employee Profit Sharing
Plan and Trust, the Company's Personal Savings Plan (401K) and an Individual
Retirement Account (IRA). The amounts shown for Messrs. Packard and Eldred
include 1,416 shares and 6,206 shares respectively, held by their spouses, as
to which they disclaim beneficial ownership.
(2) Of the amount shown for Mr. Neese, 198,291 shares are held by a
charitable foundation of which he, his spouse and one other person share
voting powers and as to which he disclaims any beneficial interest.
(3) Director John M. Eldred is the President, and he and Directors Neese,
Packard and McKay are Directors of The First National Bank & Trust Company of
Beloit (the "Bank"), Beloit, Wisconsin. During 1995, Regal-Beloit
Corporation had business transactions with The Beloit Corporation and The
First National Bank & Trust Company of Beloit. All transactions were in the
ordinary course of business and it is anticipated that like transactions will
continue. As of December 31, 1995, the Company had outstanding letters of
credit with the Bank in the aggregate amount of $2,216,455. The Company has
not drawn down on any of the letters of credit.
1995 Committees Of The Board
The standing committees of the Board of Directors are the Audit Committee,
the Compensation Committee and the Nominating Committee.
Audit Committee. The current Audit Committee members are Directors J. Reed
Coleman, Chairman, William W. Keefer and Frank E. Bauchiero. James L. Packard
is an ex-officio member. The committee is appointed by and receives its
authority and assignments from and reports to the Board of Directors. Its
responsibilities include, but are not limited to, recommendations of the
appointment of the public accountants, review of the scope and results
of the public accountant's audit activities and the fees proposed and charged
therefore, and review of the Company's accounting controls and policies,
financial reporting practices and the internal audit control procedures and
related reports of the Company. The committee held two meetings in 1995.
Compensation Committee. The current Compensation Committee consists of
Directors John A. McKay, Chairman, Elbert H. Neese and John M. Eldred. The
committee is appointed by and reports to the Board of Directors. Among
its duties are to recommend to the Board of Directors the annual compensation
of the directors and principal corporate officers and to review, formulate,
recommend and administer short and long range compensation programs for
Officers and Key Employees. The committee held five meetings during 1995.
Nominating Committee. Directors who serve on the Nominating Committee are
Elbert H. Neese, Chairman, John M. Eldred and G. Frederick Kasten. This
committee is responsible for recommending to the Board candidates to
fill interim and expiring Board and Officer vacancies. Nominees are selected
on the basis of outstanding professional and business achievements, character
and their ability to make useful contributions in the best interests of the
Company. The committee will consider nominees suggested by stockholders. It
is suggested that any such nominees be brought to the attention of the
Secretary. The committee held one meeting during 1995.
Other Information About The Board
The Board of Directors has the responsibility to elect the principal
Officers, establish corporate policies and to oversee the overall performance
of the Company. Members of the Board are kept informed by written reports
and financial data sent to them each month, as well as by oral and written
operating, planning and financial reports given to them by Company Officers
and others at Board and committee meetings.
Directors' Compensation. Each outside Director of the Company (currently
Messrs. Coleman, Bauchiero, Eldred, Keefer, McKay, Neese and Kasten) receives
an annual fee of $14,000 plus $1,000 and expenses for each Board meeting
attended. The Audit, Compensation and Nominating Committee Chairmen each
receive an additional $1,000 annual fee. There are four regularly scheduled
Board of Directors meetings per year. There was one special meeting of
Directors in 1995. Outside Directors serving on committees of the Board of
Directors receive an additional $1,000, plus expenses for each committee
meeting attended. In addition, the Company provides Directors with certain
health, life and travel insurance benefits.
COMPENSATION
Report Of Compensation Committee On Annual Compensation
The Compensation Committee of the Board of Directors (the "Committee") as
described above is composed entirely of independent outside directors. The
Committee is responsible for setting and administering the policies which
govern both annual compensation and stock option programs. The following is
an overview of those compensation policies.
Overall Policy for the Named Executive Officers' Compensation. The
Compensation Committee of the Board of Directors maintains executive salary
and benefits at a level that will permit the Company to attract and retain
the highest quality individual in its key executive positions, taking into
consideration the prevailing competitive job market, the current and
projected size of the Company, its ability to pay and the relationship of
the resulting executive compensation to other non-executive compensation in
the Company.
Named Executive Officers' compensation overall for 1995 consists of: a
cash salary, an annual performance bonus and stock options.
General Measures Used to Determine Compensation for the Chief Executive
Officer. The cash salary compensation, bonus and stock option programs are
determined by annually comparing the Chief Executive Officer's position to
those of similar chief executive officers for companies of the same
comparable size and type as reported in one or more representative management
compensation studies, taking into consideration geographic location, inflation
and the responsibilities commensurate with the position.
An annual performance bonus program is used as an incentive to reward
positive results. The bonus is based exclusively on "Return On Average
Shareholders Equity" (the "ROE"). Payment is on a sliding scale dependent
upon the Company's Average ROE. The Compensation Committee, with Board
approval, makes stock option grants to the Chief Executive Officer under the
1987 and 1991 programs previously approved by the shareholders.
Criteria Used in Determining the Named Executive Officers' other than the Chief
Executive Officer's Compensation. The criteria for determining the cash salary,
annual performance bonus and stock options for the other Named Executive
Officers is basically the same as outlined above for the Chief Executive
Officer except that the annual performance bonus payouts are factored down
depending on position responsibility. Option grants may also vary
and contain fewer restrictions.
Stock Option Philosophy. Stock options for the Named Executive Officers,
including the Chief Executive Officer, have been historically granted on a
periodic basis to accomplish a diverse set of goals, namely, to advance the
Company's growth and success by attracting well-qualified Executives whose
judgment the Company is dependent upon for the successful conduct of its
operations and to provide such Executives with incentives to put forth
maximum effort for the long-term success of the Company's business and, in
addition, to help supplement the Executive's retirement benefits. The size
and term are based on competitive practice and position levels to insure
retention and alignment of these Named Executive Officers' long-range
interests with those of the shareholders and the opportunity for those Named
Executive Officers to build a meaningful stake in the Company.
The above overview of the Company's compensation policies has been presented
by the following named Directors comprising the Compensation Committee for the
fiscal year ending December 31, 1995.
John A. McKay, Chairman
Elbert H. Neese
John M. Eldred
<PAGE>
Compensation Committee Interlocks And Insider Participation
The Compensation Committee consisted of John A. McKay, Chairman, John M.
Eldred and Elbert H. Neese. Mr. Packard, the Company's Chief Executive
Officer, Mr. Eldred, Mr. McKay and Mr. Neese, who are Directors of the
Company, served on the Board of Directors of The First National Bank & Trust
Company of Beloit (the "Bank") and participate in decisions by First National
Bank & Trust Company of Beloit's compensation committee regarding compensation
of its executives. During the past fiscal year, the Company had business
transactions with the Bank and The Beloit Corporation. All transactions were
in the ordinary course of business and it is anticipated that like
transactions will continue. As of December 31, 1995, the Company had
outstanding letters of credit with the Bank in the aggregate amount of
$2,216,455. The Company has not drawn down on any of the letters of credit.
The following tables and graphs provide information required by various proxy
rules promulgated by the Securities and Exchange Commission concerning the
named Executive Officers' compensation.
Comparison Of Five Year Cumulative Total Return
The following graph compares the hypothetical total shareholder return
(including reinvestment of dividends) on an investment in (1) the Company's
Common Stock (2) the AMEX Market Value Index and (3) the Standard & Poor's
Manufacturing Diversified Industrials Index ("S&P") for the period January 1,
1991 through December 31, 1995. In each case, the graph assumes the
investment of $100.00 on December 31, 1990. Regal-Beloit Corporation and the
S & P data were supplied by S & P Compustat Services, Inc. AMEX data was
supplied by Research Data Group.
Five Year Cumulative Performance Graph
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<CAPTION>
<S> <C> <C> <C> <C> <C>
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
Regal-Beloit Corporation 102 166 210 222 362
AMEX Market Value Index 128 130 155 141 178
S&P Manufacturing Diversified Industrials 123 133 161 167 235
</TABLE>
Summary Compensation Table
<TABLE>
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Annual Compensation (2) Long-Term Compensation
------------------------------ ----------------------------------
Awards
$ --------------------- $
Other $ Long-Term $
$ $ Annual Restricted Stock Incentive All Other
Name (1) Principal Position Year Salary Bonus(2) Comp.(3) Stock Options Payouts Comp.(4)
- ---------------- ------------------- ---- ------- -------- -------- ---------- -------- --------- ---------
Chairman, President 1995 343,085 233,280 (3) 0 0 0 9,246
James L. Packard Chief Executive 1994 316,347 216,000 (3) 0 0 0 16,850
Officer 1993 295,105 120,960 (3) 0 0 0 9,770
1995 214,758 115,200 (3) 0 0 0 9,719
Henry W. Knueppel Executive Vice 1994 199,393 107,712 (3) 0 0 0 10,500
President 1993 189,129 61,588 (3) 0 0 0 7,374
Vice President- 1995 162,000 72,960 (3) 0 10,000 0 11,183
Robert C. Burress Chief 1994 150,377 68,160 (3) 0 0 0 7,976
Financial Officer 1993 133,762 36,288 (3) 0 0 0 5,220
<FN>
(1) In 1995, the Company had only three Named Executive Officers who met the
Securities and Exchange Commission's required disclosure thresholds.
(2) Includes amounts earned in fiscal year, whether or not deferred or payable.
(3) The Company also provides its Named Executive Officers certain additional
non-cash benefits that are not described in this Proxy Statement. Such
compensation is below the Securities and Exchange Commission's required
disclosure thresholds.
(4) Vested and non-vested contribution to the Company's Employee Profit
Sharing Plan and Trust and premiums for term life insurance.
</FN>
</TABLE>
<PAGE>
Ownership Of Company Stock And Stock Equivalents By Named Executive Officers
To encourage growth in shareholders' value, the Company believes that the
Named Executive Officers who are in a position to make a substantial
contribution to the long-term success of the Company should have a
significant stake in its on-going success through stock ownership. This
focuses attention on managing the Company as an owner with an equity position
in the business.
The interests of the Company's Named Executive Officers in the Company's
Common Stock, which is set forth in the following table, includes stock owned
and stock options granted or in which an interest was held as of December 31,
1995.
<TABLE>
Security Ownership of Management
<CAPTION>
<S> <S> <S> <S>
Shares
Beneficially Percent Of
Name Office Owned(1) Class (5)
- -------------------------- ------------------------- ------------ ----------
James L. Packard (2)(3)(4) Chairman, Chief Executive 453,667 2.2
Officer, President
Henry W. Knueppel(2)(3) Executive Vice President- 205,943 1.0
Operations
Robert C. Burress(2) Vice President - Chief 158,695 *
Financial Officer
Total as a group 818,305 3.3
<FN>
(1) The amount shown for Messrs. Packard, Knueppel, Burress, and all Executive
Officers as a group include 144,136, 94,750, 22,000 and 260,886 shares,
respectively, for which they have vested but unexercised options, but
which could be acquired within 60 days pursuant to outstanding option
grants.
(2) The amount shown for Messrs. Packard, Knueppel and Burress includes
290,000, 103,180, and 136,695 shares, respectively, as to which the
indicated persons share voting and dispositive power with a spouse.
(3) The amount shown for Messrs. Packard and Knueppel includes 18,115 and
4,473 shares, respectively, as to shares held in trust under the
Company's Employee Profit Sharing Plan and Trust, the Company's
Personal Savings Plan (401K) and an Individual Retirement Account (IRA).
(4) The amount shown for Mr. Packard includes 1,416 shares held by his spouse
as to which he disclaims beneficial ownership.
(5) * Represents less than 1% of the common stock.
</FN>
</TABLE>
Option Exercise And 1995 Fiscal Year-End Option Values
The following table sets forth information concerning the exercise of stock
options during fiscal year 1995 by each of the Named Executive Officers and
the fiscal year-end value of unexercised options.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Total Number Of Total Value Of
Number Of Unexercised Options Held Unexercised, In-The-Money
Shares At Fiscal Year-End Options Held at Fiscal Year-End
Acquired On Value ------------------------- -------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable(1) Unexercisable(1)
- ----------------- ----------- -------- ----------- ------------- -------------- ----------------
James L. Packard 15,364 $155,561 144,136 120,000 $3,134,958 $2,610,000
Henry W. Knueppel 12,000 94,500 94,750 72,000 2,060,813 1,566,000
Robert C. Burress 24,000 321,780 22,000 0 478,500 0
<FN>
(1) Total value of exercisable and unexercisable options are based on the fair
market value ($21 3/4 as of December 29, 1995) of the Company's stock.
</FN>
</TABLE>
Option Grants in Fiscal 1995
The Company has in effect stock option plans pursuant to which options to
purchase Common Stock of the Company are granted to the Named Executive
Officers, Directors and other Key Employees of the Company and its
subsidiaries. Robert C. Burress was the only Named Executive Officer who
was granted a stock option in the amount of 10,000 shares. Stock options
totaling 15,300 shares were granted to Key Employees and 8,064 shares were
granted to Directors in fiscal year 1995.
SUMMARY OF BENEFIT PLANS
The Company has certain plans which provide, or may provide, compensation
and benefits to Named Executive Officers of the Company, which are described
herein. These plans are principally the Company's Incentive Stock Plan,
Officers' Compensation Bonus Plan and the Target Supplemental Retirement Plan.
The Company also provides its Executive Officers certain group life, health,
medical and other benefits generally available to all salaried employees and
certain additional non-cash benefits that are not described in this Proxy
Statement because such compensation is below the Securities and Exchange
Commission's required disclosure thresholds.
Profit Sharing Plan
The Company makes an annual discretionary contribution to its tax-qualified
profit sharing plan which covers certain hourly and salaried employees,
including the Named Executive Officers. Eligible employees become
participants in the profit sharing plan on the first January 1 or July 1
after completing 1,000 hours of service in a 12-month period. The Company's
contribution to the profit sharing plan is allocated to participants in
accordance with a formula based upon participant compensation and years of
service with the Company. A participant must be employed on the last day of
the year and be credited with 1,000 hours of service during the year to be
eligible for an allocation. Company contributions vest at 20% per year
beginning after the completion of three years of service. Effective July 1,
1988, participants have the option to direct the investment of their accounts
in 10% increments between a fixed income fund, a bond fund, a balanced fund,
two equity funds and an employer stock fund. Distributions from the plan are
made generally upon termination of service for any reason in the form of a
single sum payment in cash or in Regal-Beloit Corporation stock, provided a
participant's vested interest includes a minimum of 100 shares.
The Company also maintains a profit sharing award program in which it makes
an annual discretionary contribution to be allocated to employees in
accordance with a formula based upon compensation and years of employment
with the Company. The amount allocated is included in the cash compensation
of each employee, and effective for years commencing after 1987, may be
deferred in whole or in part through the Company's 401(K) plan. Amounts
allocated to the Company's Named Executive Officers for 1995 are included in
the Summary Compensation Table.
Target Supplemental Retirement Plan
The Target Supplemental Retirement Plan ("TSRP") limits participation to
selected key employees who are designated by the Compensation Committee.
All individuals named in the Summary Compensation Table participate in the
TSRP. Under the TSRP, participants are entitled, upon normal or approved
early retirement, to receive amounts which, together with social security, a
hypothetical profit sharing plan balance annuitized over fifteen (15) years,
and the Target Supplemental Retirement Benefit equal the lesser of two
percent (2%) of final five (5) years average salary times years of service
with the Company up to a maximum of 30 years or 60% income replacement.
Consequently, unless reduced as described below, the estimated annual Target
Supplemental Retirement benefits to TSRP participants will approximate those
shown in the column of the following table which sets forth estimated benefits
for participants with various years of credited service.
These benefits will be reduced by the Social Security payment and the
amortized hypothetical Profit Sharing balance.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Average Annual
Earnings For The Years Of Credited Service
Final Five Years ----------------------------------------------------
Of Service 10 15 20 25 30
- ---------------- -------- -------- -------- -------- --------
$ 100,000 $ 20,000 $ 30,000 $ 40,000 $ 50,000 $ 60,000
200,000 40,000 60,000 80,000 100,000 120,000
300,000 60,000 90,000 120,000 150,000 180,000
400,000 80,000 120,000 160,000 200,000 240,000
500,000 100,000 150,000 200,000 250,000 300,000
</TABLE>
The TSRP participant needs a minimum of 15 years of continuous service and
have reached the age of 62 to qualify for early retirement benefit. The
Compensation Committee may grant a participant additional years of service
to qualify for benefits.
The TSRP is designed to provide a participant a retirement benefit that is
comparable in replacement income percentage to that provided lower paid
employees. The Plan does this by supplementing retirement income which is
lost to higher paid employees due to social security caps and limits on
income considered for the Company's Qualified Retirement Plans.
Officers' Incentive Bonus Plan
The Company's Officers' Incentive Bonus Plan provides for the payment of a
bonus to the Named Executive Officers based exclusively on "Return On Average
Shareholders Equity" (the "ROE"). Payments are based on a sliding scale
dependent upon the Company's Average ROE. Bonuses are earned only after
the Return on Average Shareholders Equity equals or exceeds 10%. The Bonus
benefits are maximized upon reaching a Return On Average Shareholders Equity
of 20%. Benefits are further factored depending upon a job responsibility
factor. Amounts allocated to the Named Executive Officers for 1995 are
included in the Summary Compensation Table.
1982 Incentive Stock Option Plan
The Company's 1982 Incentive Stock Option Plan provides stock options for
Officers and Key Employees. The Plan is administered by the Compensation
Committee of the Board of Directors. Options to purchase shares of Common
Stock of the Company are granted on behalf of the Company by the Board
upon the recommendations of the committee. The committee recommends the
eligible persons to whom the options may be granted, the number of shares to
be optioned, the price at which shares may be optioned (which shall not be
less than the fair market value of the stock on the date of grant) and any
limitations such as to when each option shall be exercisable. Options to
purchase up to a total of 614,946 shares could have been granted under the
Plan which expired in 1992.
1987 Stock Option Plan
The Company also maintains a 1987 Stock Option Plan which provides for the
grant of stock options to Officers and Key Employees on terms substantially
similar to the 1982 Stock Incentive Option Plan (except for certain federal
income tax treatment). Options to purchase up to a total of 450,000 shares
(adjusted for the August 1994 two for one stock split) may be granted under
the Plan.
1991 Flexible Stock Incentive Plan
The Regal-Beloit Corporation 1991 Flexible Stock Incentive Plan
The Plan provides long term incentives to eligible Directors, Officers and
Key Employees of the Company. The Plan is administered by the Board of
Directors or a committee so constituted as to comply with Rule 16b-3 of the
Securities and Exchange Act of 1934. The committee selects the eligible
participants, determines the size, the time and terms of grants to be given,
except grants to Outside Directors are limited by the Plan. Grants may be
made in the form of Deferred Stock, Restricted Stock, Stock Options,
Performance Shares, Stock Appreciation Rights, or a combination thereof.
The committee determines the amount, the form of and combination to be
received by the participant. The maximum number of shares of Common Stock
available for distribution under the Plan is 1,000,000 shares (adjusted for
the August 1994 two for one stock split).
The Plan also provides that annually as of the date corresponding to the
Annual Stockholders' Meeting that the Committee grant a non-qualified stock
option to each Outside Director of the Company. The number of shares of
Common Stock granted to each Outside Director shall equal the dollar value
of the Outside Director's current annual retainer fee; except the initial
Grant to a newly elected Outside Director which shall be granted on the date
corresponding to the Annual Stockholders' Meeting at which the Outside
Director is initially elected shall be equal in dollar value to three (3)
times the annual retainer fee payable to Outside Directors. The number of
shares to be granted shall be determined by dividing 100% of the fair market
value of the Company's Common Stock, on the date of Grant, which date shall
always be the date corresponding to the Annual Shareholders' Meeting, into
the then current annual retainer fee being paid to Outside Directors.
(Before the Shareholders is a proposal to amend Section 4 of the 1991
Flexible Stock Incentive Plan regarding this annual grant.)
The right to exercise any Grant given to Outside Directors shall vest
immediately upon Grant. Unexercised Grants to Outside Directors shall
terminate the earlier of ten (10) years after the date of Grant or one (1)
year after the date of the death of the Outside Director. Any Director who
is terminated for cause and has not effectively exercised his options prior
to termination shall have such unexercised options lapse immediately upon
termination as an Outside Director. "Cause" is defined as a serious or
willful act of misconduct detrimental to the business of Regal-Beloit
Corporation or its subsidiaries or their reputation.
In all other respects, Grants to an Outside Director under the Plan shall be
controlled by the terms and conditions of the Plan and the rules, regulations,
agreements, guidelines, instruments and interpretations issued by the
Committee, except where inconsistent with the limitations set forth in
Section 4 of the Plan.
Term Life Insurance
The Company provided term life insurance in varying amounts of coverage for
each of its Named Executive Officers during 1995.
Supplemental Disability
The Company also provided supplemental disability insurance for Named
Executive Officers and salariedemployees during 1995. The Plan provides
compensation to a disabled Named Executive Officer at the rate of 100% of
his normal salary for the first 12 months of total disability and 60%
thereafter. Other salaried employees receive 100% of their normal salary
for the first 6 months of total disability and 60% thereafter. None of the
Company's Named Executive Officers received disability benefits during 1995.
Employment Contracts and Executive Termination Benefits Agreement
The Company has no employment contracts with any Named Executive Officers of
the Company. However, the Company has termination benefits agreements (the
"Agreements") with the Named Executive Officers of the Company. The benefits
provided by the Agreements are triggered by the termination of the individual
who is a party to an Agreement within three years following a change in
control of the Company, if the individual's employment with the Company is
terminated not for cause or if the individual terminates his or her
employment with "good reason". If the individual's employment is terminated
for cause, or as a consequence of death or disability, the Agreement is not
triggered. The employment period is three years commencing with the change
in control. The Agreement provides that upon such termination, the
termination payment shall be a severance payment equal to the sum of the
individual's annual salary then in effect plus the amount of the individual's
highest annual bonus award during the previous three years, multiplied by the
number of years (or fractional portion of a year) remaining in the employment
period, but not less than one year's annual salary and bonus award. The
individual may elect to receive such payment in a lump sum or monthly
installments. In addition, the individual, at no cost, shall continue to
participate in the Company's medical and dental benefit plan for the
remainder of the employment period. The termination payments and benefits
described above may be reduced if necessary to comply with Internal
Revenue Code limits concerning "golden parachutes".
Outside Directors
Non-qualified Stock Option Grant
On January 23, 1992, the Board of Directors granted to each non-employee
member of the Board of Directors a non-qualified stock option grant of 20,000
shares of Common Stock, at an option price of $7.50 per share which price was
equal to the closing price of a share of Regal-Beloit Corporation's Common
Stock on the date of grant as adjusted to reflect the August 1994 two for
one stock split. The options granted will terminate five (5) years from the
date of grant, or one year following the Director's death but in any event
prior to the expiration date of the option. The grant shall be exercisable
as to one-quarter of the shares granted on the date of grant and one-
quarter on each anniversary date thereafter. The limitation on
exercisability shall be removed immediately upon death, ceasing to be a
member of the Board or a change in control.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Officers and Directors, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission and the American Stock Exchange. Officers, Directors and greater
than ten percent (10%) shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by the
Company, or written representation from certain reporting persons that no
Form 5's were required for those persons, the Company believes that, since
May 1, 1991 all filing requirements applicable to its Officers, Directors,
and greater than ten percent (10%) beneficial owners were complied with.
PROPOSED INCREASE OF AUTHORIZED SHARES OF COMMON STOCK
The Certificate of Incorporation of the Company presently authorizes the
issuance of 25,000,000 shares of Common Stock, of which 20,553,968 were
outstanding as of December 31, 1995, and of which 1,514,996 were reserved
as of such date for issuance upon the exercise of options issued by the
Company. Consequently, only 2,931,036 shares of Common Stock are available
to be used for any other purposes. Therefore, the Board of Directors has
proposed an increase in the number of authorized shares of Common Stock from
25,000,000 to 50,000,000 of the par value of one cent ($.01) per share.
The Board believes it is desirable to increase the total number of shares of
Common Stock that the Company is authorized to issue to 50,000,000 in order to
have a substantial number of authorized shares available for issuance from
time to time without further stockholder approval in connection with future
distributions to stockholders (including stock splits, acquisitions,
financings, stock options or other employee benefits) and other corporate
opportunities that may present themselves in the future. Having such
additional authorized shares available for issuance in the future would give
the Company greater flexibility and allow shares of Common Stock to be issued
without the expense and delay of stockholder action at a special meeting of
stockholders unless such action is required by applicable law or the rules of
any stock exchange on which the Common Stock may be listed.
As of the date hereof, the Company has no plans, understandings,
arrangements or agreements concerning the issuance of additional shares of
Common Stock not previously authorized for issuance by the Board.
The Board of Directors recommends a vote "FOR" the proposed increase in
authorized shares of Common Stock.
PROPOSED AMENDMENT TO REGAL-BELOIT CORPORATION
1991 FLEXIBLE STOCK INCENTIVE PLAN
The Board of Directors has adopted, subject to approval by shareholders, a
resolution amending Section 4 of the Regal-Beloit Corporation 1991 Flexible
Stock Incentive Plan (the "1991 Plan"). (The complete amended text of
Section 4 is set forth as Exhibit A to the Proxy Statement.)
Currently, the Plan also provides that annually as of the date corresponding
to the Annual Stockholders' Meeting that the Committee grant a non-qualified
stock option to each Outside Director of the Company. The number of shares
of Common Stock granted to each outside Director shall equal the dollar value
of the Outside Director's current annual retainer fee; except the initial
Grant to a newly elected Outside Director which shall be granted on the date
corresponding to the Annual Stockholders' Meeting at which the Outside
Director is initially elected shall be equal in dollar value to three (3)
times the annual retainer fee payable to Outside Directors. The number of
shares to be granted shall be determined by dividing 100% of the fair market
value of the Company's Common Stock, on the date of Grant, which date shall
always be the date corresponding to the Annual Shareholders' Meeting, into
the then current annual retainer fee being paid to Outside Directors.
The Proposed Amendment changes the preceding paragraph by providing that
the Committee shall annually grant, as of the date corresponding to the
Annual Shareholders' Meeting, stock options, stock appreciation rights or
any combination thereof to each Outside Director of the Company. Each
individual Outside Director shall be granted 800 shares of Common Stock,
except the first grant to an initially elected Outside Director shall be
2,400 shares granted on the date corresponding to the Annual Shareholders'
Meeting at which the Outside Director is initially elected.
The right to exercise any grant given to Outside Directors shall vest
immediately upon grant. Unexercised Grants to Outside Directors shall
terminate the earlier of ten (10) years after the date of Grant or one (1)
year after the date of the death of the Outside Director. Any Director who
is terminated for cause and has not effectively exercised his options prior
to termination, shall have such unexercised options lapse immediately upon
termination as an Outside Director. "Cause" is defined as a serious or
willful act of misconduct detrimental to the business of Regal-Beloit
Corporation or its subsidiaries or their reputation.
In all other respects, Grants to an Outside Director under the Plan shall
be controlled by the terms and conditions of the Plan and the rules,
regulations, agreements, guidelines, instruments and interpretations
issued by the Committee, except where inconsistent with the limitations
set forth in this Section 4 of the Plan.
Federal Tax Treatment of Outside Directors Stock Grants. The following is
a brief summary of the Company's understanding of the principal federal
income tax consequences of grants made under Section 4 of the 1991 Plan
based upon the applicable provisions of the Code in effect on the date
hereof. All grants to Outside Directors are non-qualified stock options
(NSO).
An optionee will not recognize taxable income at the time an NSO is granted.
Upon exercise of an NSO, an optionee will recognize compensation income in an
amount equal to the difference between the exercise price and the fair market
value of the shares at the date of exercise. If any applicable withholding
requirements are met, the amount of such difference will be a deductible
expense to the Company for tax purposes. On a subsequent sale or exchange
of shares acquired pursuant to the exercise of an NSO, the optionee will
recognize a taxable gain or loss, measured by the difference between the
amount realized on the disposition and the tax basis of such shares. The
tax basis will, in general, be the amount paid for the shares plus the
amount treated as compensation income at the time the shares were acquired
pursuant to the exercise of the option.
When the NSO exercise price is paid in Delivered Stock, the exercise is
treated as: (a) a tax free exchange of the shares of Delivered Stock
(without recognizing any taxable gain with respect thereto) for a like
number of new shares (with such new shares having the same basis and holding
periods as the old) and (b) an issuance of a number of additional shares
having a fair market value equal to the "spread" between the exercise price
and the fair market value of the shares for which the NSO is exercised. The
optionee's basis in the additional shares will equal the amount of
compensation income recognized upon exercise of the NSO and the holding
period of shares will begin on the day the optionee acquired them. This
mode of payment does not affect the ordinary income tax liability incurred
upon exercise of the NSO described above.
The maximum number of shares of the Common Stock of the Company available
for distribution under the Plan is 1,000,000 shares. Such maximum number of
shares are subject to appropriate adjustment to eliminate the effects of any
dilutive events such as stock splits, stock dividends, mergers,
recapitalization or other such events. Such antidilution adjustments shall
apply to all Plan shares and all outstanding grants.
The Board of Directors recommends a vote "FOR" the proposed amendment to
Section 4 of the Regal-Beloit Corporation 1991 Flexible Stock Incentive Plan.
SELECTION OF AUDITORS
The Board of Directors, in accordance with the recommendation of its Audit
Committee, has appointed Arthur Andersen LLP as the Company's independent
public accountants for the year ending December 31, 1996 and is submitting
the selection of auditors for approval by the stockholders at the forthcoming
annual meeting. Representatives of Arthur Andersen LLP will be present at
the annual meeting and will be available to respond to appropriate questions
and to make a statement if they desire to do so.
In addition to services performed in connection with their audit function
(which services included examination of the annual financial statements,
assistance and consultation in connection with filing the 10-K annual report
with the Securities and Exchange Commission and auditing the Company's Profit
Sharing Plan and Personal Savings Plan), Arthur Andersen LLP provided other
non-audit services during the year ended December 31, 1995.
The Audit Committee concluded that the performance of such services does
not impair the independence of Arthur Andersen LLP as Regal-Beloit
Corporation's auditors.
In the event the shareholders do not ratify the appointment of Arthur
Andersen LLP or if for any reason that firm shall cease to act as auditors
for Regal-Beloit Corporation, the Company will appoint other independent
public accountants as auditors.
STOCKHOLDER PROPOSALS
Stockholder proposals must be received by the Company no later than
November 15, 1996 in order to be considered for inclusion in next year's
annual meeting proxy statement.
The proponent of a proposal must be a record or beneficial owner of at
least one percent (1%) or $1,000 in market value of securities entitled to
be voted at the meeting and have held such securities for at least one year
and shall continue to own such securities through the date on which the
meeting is held.
<TABLE>
<CAPTION>
<S> <C>
By Order of the Board of Directors
Robert C. Burress
-------------------------------------
Robert C. Burress, Secretary
</TABLE>
Beloit, Wisconsin
March 14, 1996
<PAGE>
EXHIBIT
A Amended Text
Section 4 of 1991 Flexible Stock Incentive Plan
<PAGE>
Exhibit A
AMENDED TEXT
SECTION 4 OF 1991 FLEXIBLE STOCK INCENTIVE PLAN
LIMITATION ON OUTSIDE DIRECTOR GRANTS. The Committee shall annually grant
as of the date corresponding to the Annual Shareholders' Meeting, stock
options, stock appreciation rights, or any combination thereof to each
Outside Director of the Company. Each Outside Director shall be granted
800 shares of Common Stock; except the first grant to an initially elected
Outside Director shall be 2,400 shares granted on the date corresponding to
the Annual Shareholders' Meeting at which the Outside Director is
initially elected.
The right to exercise any grant given to Outside Directors shall vest
immediately upon grant. Unexercised Grants to Outside Directors shall
terminate the earlier of ten (10) years after the date of Grant or one (1)
year after the date of the death of the Outside Director. Any Director who
is terminated for cause and has not effectively exercised his options prior
to termination, shall have such unexercised options lapse immediately
upon termination as an Outside Director. "Cause" is defined as a serious or
willful act of misconduct detrimental to the business of Regal-Beloit
Corporation or its subsidiaries or their reputation.
In all other respects, grants to an Outside Director under the Plan shall
be controlled by the terms and conditions of the Plan and the rules,
regulations, agreements, guidelines, instruments and interpretations issued
by the Committee, except where inconsistent with the limitations set forth
in this Section 4 of the Plan.
<PAGE>
APPENDIX
1 Proxy Card
1 Proxy Card
<PAGE>
APPENDIX 1
REGAL-BELOIT CORPORATION
PROXY FOR ANNUAL MEETING ON APRIL 24, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J.L. Packard and R.C. Burress or either of
them, as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares
of common stock of Regal-Beloit Corporation held on record by the undersigned
on February 29, 1996, at the Annual Meeting of Stockholders to be held on
April 24, 1996, at 10:30 A.M. Central Daylight Time, at the Regal-Beloit
Corporation's Corporate Headquarters, 200 Sate Street, Beloit, Wisconsin
53511-6254, or any adjournment thereof (the Meeting) and thereto vote all
shares.
ELECTION OF ALL THREE (3) CLASS C DIRECTORS:
(or if any nominee is not available for election, such substitute as the
Board of Directors may designate).
Nominees:
J. Reed Coleman, Frank E. Bauchiero, Stephen N. Graff
SEE REVERSE SIDE. If you wish to vote in accordance with the Board of
Directors' recommendations, just sign on the reverse side. You need not
mark any boxes. Please mark, sign, date and return this card promptly
using the enclosed envelope. SEE REVERSE SIDE
- ----- Please mark
| X | votes as in
- ----- example
This Proxy when executed will be voted in the manner directed herein. If no
direction is made this Proxy will be voted FOR the election of Directors and
FOR All Proposals.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
| The Board of Directors recommends a vote FOR the election of Directors and FOR All Proposals. |
|-------------------------------------------------------------------------------------------------------|
<S> <C> <C> <C> <C> <C> <C> <C> <C>
| FOR WITHHELD FOR AGAINST ABSTAIN |
| 1. Election of Direc- 3. Amend Section 4 of |
| tors (see reverse). ____ ________ 1991 Flexible Stock |
| Incentive Plan. ____ _______ _______ |
| For, except vote withheld from the following nominee(s) |
| _______________________________________________________ |
| | 5. To act on other busi-
| FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN | ness that properly
| 2. Increase the authorized 4. Selection of Indepen- | comes before the
| common stock from dent Auditors. ____ _______ _______ | meeting or any
| 25,000,000 to 50,000,000 | adjournments and
| shares at $0.01 par value ____ _______ _______ | matters incident
-------------------------------------------------------------------------------------------------------- to conduct thererof.
</TABLE>
<TABLE>
<S> <C> <C> <C>
__________________________________________
Number of Shares Voted
__________________________________________
Name of Institution
Please sign exactly as name appears hereon. Joint owners should Signature_____________________________________ Date__________
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. Signature_____________________________________ Date__________
</TABLE>
<PAGE>
APPENDIX 2
REGAL-BELOIT CORPORATION
PROXY FOR ANNUAL MEETING ON APRIL 24, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J.L. Packard and R.C. Burress or either of
them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all
the shares of common stock of Regal-Beloit Corporation held on record
by the undersigned on February 29, 1996, at the Annual Meeting of Stockholders
to be held on April 24, 1996, at 10:30 A.M. Central Daylight Time, at the
Regal-Beloit Corporation's Corporate Headquarters, 200 Sate Street, Beloit,
Wisconsin 53511-6254, or any adjournment thereof (the Meeting)
and thereto vote all shares.
ELECTION OF ALL THREE (3) CLASS C DIRECTORS:
(or if any nominee is not available for election, such substitute as the Board
of Directors may designate).
Nominees:
J. Reed Coleman, Frank E. Bauchiero, Stephen N. Graff
SEE REVERSE SIDE. If you wish to vote in accordance with the Board of
Directors' recommendations, just sign on the reverse side. You need not
mark any boxes. Please mark, sign, date and return this card promptly using
the enclosed envelope. SEE REVERSE SIDE
- ----- Please mark
| X | votes as in
- ----- example
This Proxy when executed will be voted in the manner directed herein. If no
direction is made this Proxy will be voted FOR the election of Directors and
FOR All Proposals.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
| The Board of Directors recommends a vote FOR the election of Directors and FOR All Proposals. |
|-------------------------------------------------------------------------------------------------------|
<S> <C> <C> <C> <C> <C> <C> <C> <C>
| FOR WITHHELD FOR AGAINST ABSTAIN |
| 1. Election of Direc- 3. Amend Section 4 of |
| tors (see reverse) ____ ________ 1991 Flexible Stock |
| Incentive Plan. ____ _______ _______ |
| For, except vote withheld from the following nominee(s) |
| _______________________________________________________ |
| | 5. To act on other busi-
| FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN | ness that properly
| 2. Increase the authorized 4. Selection of Indepen- | comes before the
| common stock from dent Auditors. ____ _______ _______ | meeting or any
| 25,000,000 to 50,000,000 | adjournments and
| shares at $0.01 par value ____ _______ _______ | matters incident
-------------------------------------------------------------------------------------------------------- to conduct thereof.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
MARK HERE ---------
FOR ADDRESS | |
CHANGE AND | |
NOTE AT LEFT ---------
Please sign exactly as name appears hereon. Joint owners should Signature_________________________________ Date___________
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. Signature_________________________________ Date___________
</TABLE>
