SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-48815
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
MARATHON ELECTRIC SALARIED EMPLOYEES' 401(k) SAVINGS PLAN
100 EAST RANDOLPH STREET
WAUSAU, WISCONSIN 54401
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
REGAL-BELOIT CORPORATION
200 STATE STREET
BELOIT, WI 53511
<PAGE>
REQUIRED INFORMATION
Marathon Electric Manufacturing Corporation Salaried Employees 401(k)
Savings Plan ("Plan") is subject to the Employee Retirement Income Security
Act of 1974 ("ERISA"). Therefore, in lieu of the requirements of Items 1-3
of Form 11-K, the financial statements and schedules of the Plan for the two
fiscal years ended December 31, 1997 and 1998, which have been prepared in
accordance with the financial reporting requirements of ERISA, are attached
hereto as Appendix 1 and incorporated herein by this reference.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities and Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
MARATHON ELECTRIC SALARIED EMPLOYEES 401(k) SAVINGS PLAN
By: Marathon Electric Salaried Employees 401(k) Savings Plan Administrative
Committee and Plan Administrator
Kenneth F. Kaplan June 25, 1999
- ------------------------------------
Kenneth F. Kaplan
Henry W. Knueppel June 25, 1999
- ------------------------------------
Henry W. Knueppel
<PAGE>
APPENDIX I
MARATHON ELECTRIC SALARIED EMPLOYEES 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31,
1997 AND 1998, SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1998 AND INDEPENDENT AUDITOR'S REPORT.
<PAGE>
MARATHON ELECTRIC MANUFACTURING CORPORATION
-------------------------------------------
SALARIED EMPLOYEES' 401(k) SAVINGS PLAN
---------------------------------------
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997
-----------------------------------------------------
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------------
<PAGE>
MARATHON ELECTRIC MANUFACTURING CORPORATION
-------------------------------------------
SALARIED EMPLOYEES' 401(k) SAVINGS PLAN
---------------------------------------
FINANCIAL STATEMENTS
--------------------
AS OF DECEMBER 31, 1998 AND 1997
--------------------------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Plan Benefits as of December 31,
1998 and 1997
Statement of Changes in Net Assets Available for Plan Benefits, with
Fund Information, for the Year Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS
SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I: Item 27a-Schedule of Assets Held for Investment Purposes
as of December 31, 1998
Schedule II: Item 27d-Schedule of 5% Reportable Transactions for the
Year Ended December 31, 1998
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Marathon Electric Manufacturing Corporation
Salaried Employees' 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for
plan benefits of the Marathon Electric Manufacturing Corporation Salaried
Employees' 401(k) Savings Plan as of December 31, 1998 and 1997 and the
related statement of changes in net assets available for plan benefits
for the year ended December 31, 1998. These financial statements are
the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
As described in Note 2, these financial statements were prepared on the
modified cash basis of accounting, which is a comprehensive basis of
accounting other than generally accepted accounting principles.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 1998 and 1997 and the changes
in its net assets available for plan benefits, for the year ended
December 31, 1998 on the basis of accounting described in Note 2.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules,
as listed in the accompanying table of contents, are presented for
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The
supplemental schedules are the responsibility of the Plan's management.
<PAGE>
-2-
The fund information in the statement of net assets available for
benefits and the statement of changes in net assets available for
benefits is presented for purposes of additional analysis rather than
to present the net assets available for plan benefits of each fund.
The supplemental schedules and fund information have been subjected to
the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
---------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
June 10, 1999.
<PAGE>
MARATHON ELECTRIC MANUFACTURING CORPORATION
-------------------------------------------
SALARIED EMPLOYEES' 401(k) SAVINGS PLAN
---------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------
(1) Description of Plan and Funding Policy-
--------------------------------------
The following description of the Marathon Electric Manufacturing
Corporation Salaried Employees' 401(k) Savings Plan (the "Plan")
provides only general information. Participants should refer to
the Plan document for a more complete description of the Plan's
provisions.
General-
-------
The Plan is a defined contribution plan covering all employees of
the Marathon Electric Manufacturing Corporation (the "Company") who
are compensated in whole, or in part, on a salaried basis, are not
in any other defined benefit plan maintained by the Company, or are
not members of a collective bargaining unit which has a bargaining
agreement with the Company.
An employee becomes eligible to participate in the Plan on the first
day of the month subsequent to the latest of the employee obtaining
the age of 21 and one year of service, or the date the employee
transfers to salaried status. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA"), as
amended.
Overall responsibility for administering the Plan rests with the
Plan's administrative committee which is appointed by the board of
directors of the Company. The Plan's trustee, Marshall & Ilsley
Trust Company (the "Trustee"), is responsible for the management
and control of the Plan's assets and has certain discretionary
authority and control over such assets.
Contributions-
-------------
Participants are allowed to contribute up to 15 percent of pretax
annual income as defined by the Plan. The Company makes a 50%
matching contribution of the employee's contribution up to 5 percent
of pretax annual income. The Company has the option to annually
increase the amount of its matching contribution at its discretion.
Vesting-
-------
Participants are 100 percent vested in their contributions and the
earnings on those contributions. Company contributions and the
earnings thereon vest after the earlier of three years of Plan
participation or five years of service. There is no partial vesting.
<PAGE>
Investment options-
------------------
Participants may direct their contributions and any related earnings
thereon into six investment options, in 10% increments. Partici-
pants may change their investment elections every thirty days.
A description of each investment option is provided below:
Northern Capital Equity Fund-
----------------------------
The primary investment objective of this fund is growth of capital
consistent with moderate level of risk. The fund invests in
stocks and cash equivalents.
American Century Balanced Fund-
------------------------------
The primary investment objective of this fund is to provide growth
opportunities and income. The fund invests in common stocks and
fixed income securities.
M&I Stable Principal Fund-
-------------------------
This fund is designed to offer safety of principal, price
stability, and returns that are generally higher than a money
market rate. Investments in the fixed fund are in contracts with
insurance carriers and banks. The contracts are reported at
contract value, which approximates fair value. A small part of
the fixed income fund is also invested in a broadly diversified
money market fund.
Fidelity Advisor Growth Fund-
----------------------------
The primary investment objective of this fund is to provide
capital growth by investing primarily in common stocks. The fund,
typically, will invest at least 65% of its total assets in
securities of companies that have long-term growth potential.
Templeton Foreign Fund-
----------------------
This fund seeks long-term capital growth through a flexible policy
of investing in stocks and debt obligations of companies and
governments outside the United States.
Regal-Beloit Stock Fund-
-----------------------
This fund allows participants to purchase common stock of the
Regal-Beloit Corporation (or its successor).
<PAGE>
Participant loans-
-----------------
Loan terms range from one year to five years, or ten years for the
purchase of a primary residence. Loans are limited to 50 percent
of the participant's account up to $50,000, less a participant's
highest outstanding loan balance under the plan in the last 12
months. Loans bear interest at the prime rate for one to
five-year loans or the 15-year mortgage rate for ten-year loans.
Interest rates on existing loans range from 6.0% to 10.50%.
Principal and interest are paid through payroll deductions.
Payment of benefits-
-------------------
On termination of service, the participant receives a lump-sum
amount equal to the value of the participant's account.
Forfeitures-
-----------
Plan forfeitures arise as a result of participants who terminate
service with the Company before becoming vested in the Company's
contribution. The amount of forfeitures allocable to remaining
participants at December 31, 1998 and 1997, were $54,466 and
$5,671, respectively.
Plan termination-
----------------
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
In the event of plan termination, participants will become fully
vested in their account balances.
(2) Summary of Accounting Policies-
------------------------------
Basis of accounting-
-------------------
The accompanying financial statements are presented on the
modified cash basis of accounting, which is a comprehensive basis
of accounting other than generally accepted accounting principles.
Contributions are recognized at the time such amounts are received
rather than when contributed.
Use of estimates-
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of plan assets at the date of the financial statements and the
reported amounts of investment income and expenses during the
reporting period. Actual results could differ from those
estimates.
<PAGE>
Payment of benefits-
-------------------
Benefit payments to participants are recorded upon distribution.
(3) Investments-
-----------
The Plan's investments are commingled with the assets of several
other Company plans in the Marathon Electric Manufacturing
Corporation Master Trust Fund (the "Master Trust"). Investments
of the Master Trust are carried at current market value as
determined by the Trustee through reference to published data.
Earnings, unrealized gains/losses, fees and expenses relating to
investment transactions of the Master Trust are allocated by the
Trustee to the participating plans based on each plan's
proportionate share of trust assets.
The assets of the Plan are commingled and are not segregated in
the accounts of the Master Trust. The market value of the assets
held in the Master Trust as of December 31 are as follows:
1998 1997
----------- -----------
Accrued interest and dividends $ 160,791 $ 114,274
Marshall Money Market Fund 1,149,756 695,495
M&I Stable Principle Fund 8,219,564 6,872,623
Common stock 37,898,292 35,559,445
American Century Balanced Fund 5,887,726 4,245,014
Northern Capital Equity Fund 16,117,312 14,597,195
Fidelity Advisor Growth Fund 10,297,156 7,861,944
Templeton Foreign Fund 930,525 2,114,522
Regal Beloit Corporation Master Trust 753,086 --
Fixed Income Securities 3,199,464 3,781,489
Participant loans 640,510 702,326
----------- -----------
Total assets of the Master Trust $85,254,182 $76,544,327
=========== ===========
The Marshall Funds are controlled by Marshall & Ilsley
Corporation, the parent company of the Trustee. The M&I Stable
Principle Fund is a collective investment fund operated by the
Trustee.
Allocations of assets of the Master Trust to participating plans
as of December 31 are as follows:
<TABLE>
<CAPTION>
1998 1997
------------------ ------------------
<S> <C> <C> <C> <C>
Amount % Amount %
----------- ------ ----------- ------
Salaried Employees' Pension Plan $29,448,716 34.5% $27,791,984 36.3%
Wausau Hourly Pension Plan 12,916,088 15.2 12,312,494 16.1
Hourly 401(k) Savings Plan 8,189,006 9.6 6,353,268 8.3
Salaried 401(k) Savings Plan 34,700,372 40.7 30,086,581 39.3
----------- ------ ----------- ------
Total assets of the
Master Trust $85,254,182 100.0% $76,544,327 100.0%
=========== ====== =========== ======
</TABLE>
Master Trust income and its allocation to the participating plans
for the years ended December 31 are as follows:
1998 1997
---------- -----------
Interest and dividend income $ 707,399 $ 1,152,932
Realized gains, net 6,063,861 5,305,833
Unrealized appreciation in the fair
value of investments, net 2,660,354 4,778,351
---------- -----------
Total Master Trust income $9,431,614 $11,237,116
========== ===========
1998 1997
---------- -----------
Salaried Employees' Pension Plan $2,527,292 $ 4,096,306
Wausau Hourly Pension Plan 1,111,534 1,827,301
Hourly 401(k) Savings Plan 1,026,311 824,106
Salaried 401(k) Savings Plan 4,766,477 4,489,403
---------- -----------
Total Master Trust income $9,431,614 $11,237,116
========== ===========
(4) Guaranteed Investment Contracts-
-------------------------------
The M&I Stable Principal Fund consists of guaranteed investment
contracts ("GIC's") and Synthetic guaranteed investment contracts
("SYN's"). All investment contracts are fully benefit responsive.
The average crediting interest rates for the years ending
December 31, 1998 and 1997 were 5.93% and 6.29%, respectively.
The funds average yields for 1998 and 1997 were 6.20% and 6.20 %,
respectively.
The crediting rates for the contacts are fixed or reset either
quarterly or annually. All contracts have a guaranteed rate of 0%
or higher.
The Fund had no valuation reserves at year-end with the fair value
of the investment contracts reported at contract value.
(5) Regal-Beloit Corporation Master Trust-
-------------------------------------
Effective November 1, 1997, the Plan's investment in Company stock
was commingled with the investment in Company stock of another
Company plan into the Regal-Beloit Corporation Master Trust (the
"RBC Master Trust"). Effective April 1, 1998, the investment in
Company stock of three other Company plans were commingled into
the RBC Master Trust. Investments of the RBC Master Trust are
carried at current market value as determined by the Trustee
through reference to published data. Earnings, market adjustments,
fees and expenses related to investment transactions are allocated
by the Trustee to the participating plan's share of Trust assets.
<PAGE>
The assets of the Plan are commingled and are not segregated in
the accounts of the RBC Master Trust. The market value of the
assets held in the Trust as of December 31, 1998 and 1997 is as
follows:
1998 1997
----------- -----------
Regal-Beloit Corporation Stock $14,374,579 $16,240,894
Marshall Money Market Fund 154,077 -
Accrued Income 74,145 -
----------- -----------
Total assets of the RBC Master Trust $14,602,801 $16,240,894
=========== ===========
Allocations of assets of the RBC Master Trust to participating
plans as of December 31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
--------------------- ---------------------
<S> <C> <C> <C> <C>
Amount Percent Amount Percent
----------- -------- ----------- --------
Regal-Beloit Corporation Personal
Savings Plan $ 6,805,476 46.60% $ 8,235,387 50.71%
Regal-Beloit Corporation Profit
Sharing Plan 6,568,489 44.98 8,005,507 49.29
Regal-Beloit Corporation Savings
and Protection Plan 475,749 3.26 - -
Marathon Electric Salaried 401(k)
Savings Plan 635,779 4.36 - -
Marathon Electric Hourly 401(k)
Savings Plan 117,308 0.80 - -
----------- -------- ----------- -------
Total assets of the RBC Master Trust $14,602,801 100.00% $16,240,894 100.00%
=========== ======== =========== ========
</TABLE>
RBC Master Trust income for the years ended December 31,1998 and
1997 are as follows:
INCOME 1998 1997
------ ---------- ---------
Investment income -
Interest $ 23,602 $ 2,047
Dividends 280,725 64,237
Net (depreciation) appreciation
in fair market value
Regal-Beloit Corporation
Common Stock (3,979,555) 1,437,570
------------ ----------
Total RBC Master Trust
(loss) income $(3,675,228) $1,503,854
============ ==========
(6) Tax Exemption Status of the Plan-
--------------------------------
The Internal Revenue Service has determined and informed the
Company by a letter dated January 5, 1996, that the Plan is
qualified and the trust established under the Plan is tax-exempt,
under the appropriate sections of the Internal Revenue Code
("IRC"). The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the
Plan's legal counsel believe the Plan is currently designed and
being operated in compliance with applicable requirements of the
<PAGE>
IRC. Therefore, they believe the Plan is qualified and the
selected trust remains tax-exempt as of the financial statement
date.
(7) Related Party Transactions-
--------------------------
Master Trust assets are invested in mutual funds managed by the
Trustee. The investment in the Regal-Beloit Stock Fund is an
investment in the Plan Sponsor. These are not considered
prohibited transactions by statutory exemption under ERISA
regulations.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Marathon Electric Manufacturing Corporation
Salaried Employees' 401(k) Savings Plan:
As independent public accountants, we hereby consent to the
incorporation of our reports, included and incorporated by
reference in this Form 11-K, into the Company's previously filed
Registration Statement, File No. 333-48815.
ARTHUR ANDERSEN LLP
-------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
June 29, 1999.
<PAGE>
<TABLE>
<CAPTION>
MARATHON ELECTRIC MANUFACTURING CORPORATION SALARIED EMPLOYEES' 401(k) SAVINGS PLAN
- -----------------------------------------------------------------------------------
PLAN'S EIN #39-0449780 PLAN #008
--------------------------------
SCHEDULE I -- ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
-------------------------------------------------------------------------
AS OF DECEMBER 31, 1998
-----------------------
<S> <C> <C> <C>
Identity of Issue, Borrower Description of Investment Including Maturity Date,
Lessor, or Similar Party Rate of Interest, Collateral, Par, or Maturity Value Cost Current Value
- ---------------------------- ---------------------------------------------------- ---------- -------------
Fidelity Funds Advisor Series II, Growth Opportunities Fund $6,622,011 $ 9,068,073
Templeton Funds, Inc. Templeton Foreign Fund CL-1 852,141 747,184
American Century Investments American Century Balanced Investors Fund 4,509,445 4,676,969
Northern Capital, Inc. Northern Capital Equity Fund 7,015,071 12,683,489
Marshall & Ilsley M&I Stable Principal Fund 6,215,131 6,215,130
Loans to participants Loans 640,510 640,510
Regal-Beloit Stock Fund* Regal-Beloit Stock 736,271 635,779
<FN>
*Party-in-interest
The accompanying notes to financial statements are an integral part of this Schedule.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MARATHON ELECTRIC MANUFACTURING CORPORATION SALARIED EMPLOYEES' 401(k) SAVINGS PLAN
PLAN'S EIN #39-0449780 PLAN #008
SCHEDULE II -- ITEM 27d SCHEDULE OF 5% REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Expense Current
Incurred Value of
Identity of Description Purchase Selling Lease with Cost of on Date Net
Party Involved of Asset Price Price Rental Transaction Asset Transaction Gain
- ------------- ------------------- ---------- ---------- ------ ----------- ---------- ----------- --------
Fidelity Funds Advisors Series II,
Growth
Opportunities
Fund $2,978,650 $2,348,050 N/A N/A $4,804,380 $5,326,700 $522,320
American Century Balanced
Investments Investors Fund 2,356,815 1,031,892 N/A N/A 3,283,691 3,388,707 105,016
Marshall & M&I Stable
Ilsley* Principal Fund 3,422,880 2,507,977 N/A N/A 5,930,857 5,930,857 -
Northern
Capital, Inc. Equity Fund 1,885,103 3,230,170 N/A N/A 3,875,841 5,115,273 1,239,432
<FN>
*Party-in-interest
The accompanying notes to financial statements are an integral part of this Schedule.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MARATHON ELECTRIC MANUFACTURING CORPORATION
-------------------------------------------
SALARIED EMPLOYEES' 401(k) SAVINGS PLAN
---------------------------------------
STATEMENT OF CHANGE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
-------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C>
Northern American M & I Fidelity Regal-
Capital Century Stable Advisor Templeton Beloit
Equity Balanced Principal Growth Foreign Stock Loan
Fund Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- ---------- ---------- --------- --------- -----------
ADDITIONS:
Net Investment income (loss)
from Marathon Electric
Manufacturing Corporation
Master Trust Fund $ 2,277,617 $ 611,281 $ 344,399 $1,713,414 $ (88,286) $(144,639) $ 52,691 $ 4,766,477
Contributions-
Employer 412,638 133,797 196,927 267,310 57,984 11,064 - 1,079,720
Participants 500,503 169,962 252,428 390,670 74,004 40,575 - 1,428,142
----------- ---------- ---------- ---------- ----------- ---------- --------- -----------
Total contributions 913,141 303,759 449,355 657,980 131,988 51,639 - 2,507,862
----------- ---------- ---------- ---------- ----------- ---------- --------- -----------
Total Additions 3,190,758 915,040 793,754 2,371,394 43,702 (93,000) 52,691 7,274,339
----------- ---------- ---------- ---------- ----------- ---------- --------- -----------
DEDUCTIONS:
Benefits paid to participants 1,185,819 182,642 729,775 313,617 76,852 2,281 62,983 2,553,969
Administrative and
other expenses 59,272 9,343 31,906 14,248 2,010 1,781 - 118,560
----------- ---------- ---------- ---------- ----------- ---------- --------- -----------
Total deductions 1,245,091 191,985 761,681 327,865 78,862 4,062 62,983 2,672,529
----------- ---------- ---------- ---------- ----------- ---------- --------- -----------
NET ADDITIONS (DEDUCTIONS) 1,945,667 723,055 32,073 2,043,529 (35,160) (97,062) (10,292) 4,601,810
TRANSFERS IN FROM
OTHER COMPANY PLANS 2,188 3,125 2,938 2,588 656 486 - 11,981
LOANS TO PARTICIPANTS (132,573) (45,068) (51,046) (39,296) (1,540) - 269,523 -
LOAN PAYMENTS FROM PARTICIPANTS 148,703 35,303 63,647 59,663 7,028 6,703 (321,047) -
TRANSFERS BETWEEN FUNDS (1,040,175) 666,592 875,615 (101,109) (1,126,575) 725,652 - -
------------ ---------- ---------- ----------- ------------ ---------- ---------- -----------
Net Increase (decrease) 923,810 1,383,007 923,227 1,965,375 (1,155,591) 635,779 (61,816) 4,613,791
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 11,759,979 3,293,962 5,324,841 7,102,698 1,902,775 - 702,326 30,086,581
----------- ---------- ---------- ----------- ------------ ---------- ---------- -----------
End of year $12,683,789 $4,676,969 $6,248,068 $9,068,073 $ 747,184 $635,779 $640,510 $34,700,372
=========== ========== ========== =========== ============ ========== ========== ===========
<FN>
The accompanying notes to financial statements are an integral part of this statement.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MARATHON ELECTRIC MANUFACTURING CORPORATION
-------------------------------------------
SALARIED EMPLOYEES' 401(k) SAVINGS PLAN
---------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1998
-----------------------
<C> <C> <C> <C> <C> <C> <C> <C>
Northern American M&I Fidelity Regal-
Capital Century Stable Advisor Templeton Beloit
Equity Balanced Principal Growth Foreign Stock Loan
Fund Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- ---------- --------- -------- -------- -----------
ASSETS:
Investments, at fair value:
Marathon Electric
Manufacturing Corporation
Master Trust Fund $12,683,489 $4,676,969 $6,248,368 $9,068,073 $747,184 $635,779 $640,510 $34,700,372
----------- ---------- ---------- ---------- -------- -------- -------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $12,683,489 $4,676,969 $6,248,368 $9,068,073 $747,184 $635,779 $640,510 $34,700,372
=========== ========== ========== ========== ======== ======== ======== ===========
<FN>
The accompanying notes to financial statements are an integral part of this statement.
</FN>
</TABLE>
<TABLE>
<CAPTION>
MARATHON ELECTRIC MANUFACTURING CORPORATION
-------------------------------------------
SALARIED EMPLOYEES' 401(k) SAVINGS PLAN
---------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1997
-----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Northern American M&I Fidelity
Capital Century Stable Advisor Templeton
Equity Balanced Principal Growth Foreign Loan
Fund Fund Fund Fund Fund Fund Total
----------- ---------- ---------- ---------- --------- -------- -----------
ASSETS:
Investments, at fair value:
Marathon Electric
Manufacturing Corporation
Master Trust Fund $11,759,979 $3,293,962 $5,324,841 $7,102,698 $1,905,831 $702,326 $30,089,637
Liabilities:
Due to broker: - - - - 3,056 - 3,056
----------- ---------- ---------- ---------- ---------- -------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $11,759,979 $3,293,962 $5,324,841 $7,102,698 $1,902,775 $702,326 $30,086,581
=========== ========== ========== ========== ========== ======== ===========
<FN>
The accompanying notes to financial statements are an integral part of this statement.
</FN>
</TABLE>
