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
For the transition period from ____________ to ___________
Commission file number 1-7283
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
REGAL-BELOIT CORPORATION PERSONAL SAVINGS PLAN
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
Regal-Beloit Corporation Personal 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.
REGAL-BELOIT CORPORATION PERSONAL SAVINGS PLAN
By: Regal-Beloit Corporation Personal Savings Plan Administrative Committee
Kenneth F. Kaplan
- ---------------------- June 28, 1999
Kenneth F. Kaplan
Fritz Hollenbach
- ---------------------- June 28, 1999
Fritz Hollenbach
<PAGE>2
REGAL-BELOIT CORPORATION
------------------------
PERSONAL SAVINGS PLAN
---------------------
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997
-----------------------------------------------------
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------------
<PAGE>
REGAL-BELOIT CORPORATION
------------------------
PERSONAL SAVINGS PLAN
---------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1998 AND 1997
--------------------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits, with Fund
Information--As of December 31, 1998 and 1997
Statements of Changes in Net Assets Available for Plan Benefits, with
Fund Information--For the Years Ended December 31, 1998 and 1997
NOTES TO FINANCIAL STATEMENTS
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1998
Schedule II Item 27d--Schedule of Reportable Transactions for the Year
Ended December 31, 1998
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Regal-Beloit Corporation Personal Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits, with fund information, of Regal-Beloit Corporation Personal Savings
Plan as of December 31, 1998 and 1997, and the related statements of changes
in net assets available for plan benefits for the years then ended. These
financial statements and the supplemental schedules referred to below are the
responsibility of the Plan administrator. Our responsibility is to express
an opinion on these financial statements and supplemental schedules 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.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits, with fund
information, of the plan as of December 31, 1998 and 1997, and the changes in
its net assets available for plan benefits for the years then ended in
conformity with generally accepted accounting principles.
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 the 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 Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are
the responsibility of the Plan administrator. The fund information in the
statements of net assets available for plan benefits and the statements of
changes in net assets available for plan benefits is presented for purposes
<PAGE>
of additional analysis rather than to present the net assets available for
plan benefits and changes in 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,
May 28, 1999.
REGAL-BELOIT CORPORATION
------------------------
PERSONAL SAVINGS PLAN
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------
(1) Description of the Plan-
-----------------------
The following description of the Regal-Beloit Corporation Personal
Savings Plan (the "Plan") is provided for general information purposes
only. More complete information regarding the Plan's provisions may
be found in the Plan document.
General-
-------
The Plan is a defined contribution plan which allows eligible employees
to defer compensation as permitted under Section 401(k) of the Internal
Revenue Code. The Plan covers substantially all employees of Regal-
Beloit Corporation (the "Company") with at least six months of service
with the Company and who are not covered under separate plans. The Plan
is subject to the U.S. Employee Retirement Income Security Act of 1974,
as amended ("ERISA").
Contributions-
-------------
Eligible employees can contribute an amount up to 15% of compensation as
defined by the Plan, subject to certain limitations under the IRC. As
defined by the Plan, the Company provided a matching contribution for
eligible Maxton employees equal to 3% of each participant's contribution
for 1998.
The Plan also provides for discretionary Company contributions subject
to the Board of Director's authorization to be allocated to the
individual participant s account based on the proportion of a
participant's compensation to the total compensation of all
participants. The Board did not authorize any discretionary contributions
in 1998 or 1997.
Participant accounts-
--------------------
Participants at all times have a fully vested interest in their
individual and Company matching and discretionary contribution accounts.
Distributions of participants' accounts are made in lump-sum amounts
upon normal retirement from the Company, upon the death of the
participant and upon termination of employment. Withdrawals for
financial hardship can be made in accordance with certain governmental
regulations.
Earnings on the investments of the Plan are allocated to the participants'
accounts based on the proportion of the participant's account to the
total of all participants' accounts at the end of each business day.
<PAGE>1
Investment options-
------------------
Participants of the Plan may direct their contributions in 10 percent
increments into the following funds held by Marshall & Ilsley Trust
Company (the "Trustee"). This election can be changed on any business
day, but only once per calendar quarter.
(a) M&I Stable Principal Fund-
-------------------------
Amounts allocated to this fund are invested in the
M&I Stable Principal Fund, a mutual fund whose objective is to
maintain safety of principal while generating a level of current
income generally exceeding that of a money market fund. The Fund
primarily invests in traditional and synthetic investment contracts
issued by insurance companies or banks.
(b) Marshall Large-Cap Growth & Income Fund Fund-
--------------------------------------------
Amounts allocated to this fund are invested in the Marshall
Large-Cap Growth and Income Fund, a mutual fund with the goal of
providing capital appreciation and income. The Fund invests in a
diversified portfolio of common stocks of large-sized companies
whose market capitalizations exceed $10 billion and that have a
history of stable earnings and/or growing dividends.
(c) Regal-Beloit Company Stock Fund-
--------------------------
Amounts allocated to this fund are invested in the Regal-
Beloit Corporation Master Trust, which invests solely in
Regal-Beloit Corporation common stock. Investments in, sales of,
and reinvestment in Company stock are made on the open market from
the Company or its affiliates or in negotiated transactions with
independent parties pursuant to the direction of the Plan
Administrator.
(d) Marshall Intermediate Bond Fund-
-------------------------------
Amounts allocated to this fund are invested in the
Marshall Intermediate Bond Fund, a mutual fund with the goal of
maximizing total return consistent with current income. The Fund
invests in intermediate-term investment grade bonds and notes
including corporate, asset-backed, mortgage-backed and U.S.
government securities.
(e) Fidelity Balanced Fund-
----------------------
Amounts allocated to this fund are invested in the Fidelity
Balanced Fund, a mutual fund whose objective is to generate high
income with preservation of capital. The Fund invests in a broadly
diversified portfolio of high yielding securities, including common
and preferred stocks, and bonds. At least 25% of its assets will
always be invested in fixed income securities.
<PAGE>2
(f) Strong Opportunity Fund-
-----------------------
Amounts allocated to this fund are invested in the Strong
Opportunity Fund, a mutual fund which seeks to provide capital
growth. At least 70% of the fund's assets will always be invested
in the common stocks of growth companies, generally described as
small to medium-sized.
Investments in the Marshall Large-Cap Growth & Income Fund, M&I Stable
Principal Fund, Marshall Intermediate Bond Fund, Fidelity Balanced Fund and
Strong Opportunity Fund are effected in the open market or through
collective investment funds of the Trustee.
(g) Loan fund-
This fund permits a participant to borrow from their individual
account an amount limited to 50% of their account balance up to a
maximum of $50,000. Interest at prevailing market rates (ranging
from 7.75% to 11.0% as of December 31, 1998) is charged on the
loan, but is credited as income to the individual participant's
account. Only one loan is allowed at any one time, and the maximum
term is five years, unless the loan is used for the acquisition of
the participant's primary residence, for which the term of the loan
may be extended beyond the five year period.
Plan termination-
----------------
The Company may terminate the Plan at any time. In the event of
termination or complete discontinuance of contributions, participants
shall become fully vested in their account balances. Distribution upon
termination or complete discontinuance of contributions will be made in
a manner selected by the Trustee. Presently, the Company has no
intention to terminate the Plan.
(2) Significant Accounting Policies-
-------------------------------
Basis of accounting-
-------------------
The financial statements have been prepared on the accrual basis of
accounting.
Use of accounting estimates-
---------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan's management to make
estimates and assumptions that affect the reported amounts of Plan assets
and liabilities at the date of the financial statements and reported
amounts of investment income and expenses during the reporting periods.
Actual results could differ from these estimates.
Administrative expenses-
-----------------------
The Plan pays all administrative expenses.
<PAGE>3
(4) Investments-
-----------
Investments are stated at fair market value as determined by the Trustee
by reference to published market data. The Stable Principal Fund
primarily invests in guaranteed investment contracts which are fully
benefit-responsive. These investment contracts are valued at contract
value, which represents the principal balance of the investment contracts,
plus accrued interest at the stated contract rate, less payments received
and contract charges by the insurance company. Under the terms of the
investment contracts, the crediting interest rates are fixed for the life
of the contracts or are reset quarterly. The aggregate average yield of
the investment contracts for the years ended December 31, 1998 and 1997
was 6.2%. The crediting interest rate for the investment contracts as
of December 31, 1998 and 1997 was 5.93 and 6.2%, respectively. There
are no limitations on guarantees of the contracts.
Net realized and unrealized appreciation (depreciation) is recorded in
the accompanying statements of changes in net assets as net appreciation
(depreciation) in fair market value of investments.
(5) 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 "Master Trust").
Effective April 1, 1998, the investment in Company stock of three other
Company plans were commingled into 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, market
adjustments, fees and expenses relating to investment transactions are
allocated by the Trustee to the participating plans based on each plan's
share of Trust assets.
The assets of the Plan are commingled and are not segregated in the
accounts of the 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 Master Trust $14,602,801 $16,240,894
<PAGE>4
Allocations of assets of the Master Trust to participating plans as of
December 31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
------------------- --------------------
Amount Percent Amount Percent
---------- ------- ---------- -------
<S> <C> <C> <C> <C>
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 Master Trust $14,602,801 100.00% $16,240,894 100.00%
=========== ======= =========== =======
</TABLE>
Master Trust income for the years ended December 31, 1998 and 1997 is as
follows:
<TABLE>
<CAPTION>
INCOME 1998 1997
------ ------------ -----------
<S> <C> <C>
Investment income-
Interest $ 23,602 $ 2,047
Dividends 280,725 64,237
Net (depreciation) appreciation in fair market value
of Regal-Beloit Corporation Common Stock (3,979,555) 1,437,570
------------ -----------
Total investment Master Trust (loss) income (3,675,228) 1,503,854
============ ===========
</TABLE>
(6) Income Tax Status-
-----------------
The Plan has received a favorable tax determination letter dated
February 4, 1997, indicating that the Plan is a qualified plan under
Sections 401(a) and 401(k) of the Internal Revenue Code and is exempt
from Federal income taxes under Section 501(a) of the Code. There have
been no Plan amendments adopted since the last tax determination letter.
In the opinion of the Company's management, the Plan remains tax-exempt.
(7) Related Party Transactions-
--------------------------
Plan assets are invested in common funds of the Trustee. In addition,
the Plan's Master Trust invests in securities of the Company. These
transactions are not considered prohibitive transactions by statutory
exemption under ERISA regulations.
<PAGE 5>
SCHEDULE I
REGAL-BELOIT CORPORATION
------------------------
PERSONAL SAVINGS PLAN
---------------------
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
-----------------------------------------------------------
DECEMBER 31, 1998
-----------------
Number
of Market
Shares Description of Security Cost Value
- ------ --------------------------------------- ------------ ------------
793 Cash and cash equivalents $ 793 $ 793
288,544 Regal-Beloit Company Stock Fund (*) 6,164,215 6,805,476
172,571 Marshall Large-Cap Growth
& Income Fund (*) 2,266,711 2,819,803
4,785,734 M & I Stable Principal Fund (*) 4,785,734 4,785,734
98,470 Marshall Intermediate Fond Fund (*) 950,729 938,417
115,421 Fidelity Balanced Fund 1,656,747 1,888,288
97,270 Strong Opportunity Fund 3,582,789 3,756,555
----------- -----------
Total Investment $19,367,718 $20,995,066
951,120 Loans to Participants
(Interest Rates: 7.75% - 11.0%) $ 951,120 951,120
=========== ===========
(*) Represents a part-in-interest
The accompanying notes are an integral part of this schedule.
<PAGE>6
<TABLE>
<CAPTION>
SCHEDULE II
REGAL-BELOIT CORPORATION
------------------------
PERSONAL SAVINGS PLAN
---------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
----------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
<S> <C> <C> <C> <C> <C>
Identity of Party Number Selling Net
Involved/Description of Purchase of Selling Cost of Gain/
of Asset Purchases Price Sales Price Asset Sold (Loss)
- ---------------------------------- --------- ---------- ------- --------- ---------- ---------
Marshall Large-Cap Growth &
Income Fund (*) 141 $ 646,942 96 $446,307 $380,926 $ 65,381
Strong Opportunity Fund 164 $ 965,411 119 $549,927 $515,397 $ 34,530
Regal-Beloit Company Stock Fund (*) 162 $1,300,344 124 $978,362 $761,611 $216,751
M&I Stable Principal Fund (*) 168 $1,241,674 108 $917,153 $917,153 $ --
<FN>
(*) Represents a party-in-interest
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<PAGE>7
Consent of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 11-K into the previously filed Form
S-8 Registration Statement of Regal-Beloit Corporation (File No. 1-7283).
ARTHUR ANDERSEN LLP
-------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
June 28, 1999.
<PAGE>8
Consent of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 10-K/A into the previously filed
Form S-8 Registration Statement of Regal-Beloit Corporation (File
No. 1-7283).
ARTHUR ANDERSEN LLP
-------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
June 28, 1999.
<PAGE>9
<TABLE>
<CAPTION>
REGAL-BELOIT CORPORATION
------------------------
PERSONAL SAVINGS PLAN
---------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1998
-----------------------
Fund Information
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
M&I Marshall Regal- Marshall
Stable Large-Cap Beloit Intermediate Fidelity Strong
Principal Growth & Company Bond Balanced Opportunity Loan Combined
ASSETS Fund Income Stock Fund Fund Fund Fund Fund Plan Total
------ --------- ---------- ---------- ------------ ---------- ----------- -------- ----------
INVESTMENTS AT FAIR MARKET VALUE:
Cash $ 793 $ - $ - $ - $ - $ - $ - $ 793
Mutual Funds 4,785,734 2,819,803 - 938,417 1,888,288 3,756,555 - 14,188,797
Investment in Master Trust - - 6,805,476 - - - - 6,805,476
Loans to participants - - - - - - 951,120 951,120
---------- ---------- ---------- ---------- ---------- ---------- -------- -----------
4,786,527 2,819,803 6,805,476 938,417 1,888,288 3,756,555 951,120 21,946,186
RECEIVABLES:
Participants' contributions 7,344 2,123 5,327 864 1,598 3,216 - 20,472
Employer contributions 2,079 1,225 2,956 408 820 1,632 - 9,120
Accrued interest and dividends 24,801 - - 4,568 - - - 29,369
--------- ---------- ---------- ---------- ---------- ---------- -------- -----------
34,224 3,348 8,283 5,840 2,418 4,848 - 58,961
Total assets 4,820,751 2,823,151 6,813,759 944,257 1,890,706 3,761,403 951,120 22,005,147
---------- ---------- ---------- ---------- ---------- ---------- -------- -----------
LIABILITIES
-----------
ACCRUED ADMINISTRATIVE FEES 813 315 1,003 124 215 478 152 3,100
---------- ---------- ---------- ---------- ---------- ---------- -------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $4,819,938 $2,822,836 $6,812,756 $ 944,133 $1,890,491 $3,760,925 $950,968 $22,002,047
========== ========== ========== ========== ========== ========== ======== ===========
<FN>
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
<PAGE>10
<TABLE>
<CAPTION>
REGAL-BELOIT CORPORATION
------------------------
PERSONAL SAVINGS PLAN
---------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1997
-----------------------
Fund Information
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
M&I Marshall Regal- Marshall
Stable Large-Cap Beloit Intermediate Fidelity Strong
Principal Growth & Company Bond Balanced Opportunity Loan Combined
ASSETS Fund Income Stock Fund Fund Fund Fund Fund Plan Total
------ --------- ---------- ---------- ------------ ---------- ---------- --------- -----------
INVESTMENTS AT FAIR MARKET VALUE:
Cash $ 156 $ - $ - $ - $ - $ - $ - $ 156
Mutual Funds 4,461,214 2,172,587 8,235,387 776,799 1,397,957 3,262,335 - 12,070,892
Investment in Master Trust - - - - - - - 8,235,387
Loans to participants - - - - - - 752,699 752,699
---------- ---------- ---------- -------- ---------- ---------- --------- -----------
4,461,370 2,172,587 8,235,387 776,799 1,397,957 3,262,335 752,699 $21,059,134
RECEIVABLES:
Participants' contributions 3,735 3,302 7,801 1,957 3,491 7,496 - 27,782
Accrued interest and dividends 23,608 - - 3,980 - - - 27,588
---------- ---------- ---------- -------- ---------- ---------- --------- -----------
27,343 3,302 7,801 5,937 3,491 7,496 - 55,370
---------- ---------- ---------- -------- ---------- ---------- --------- -----------
Total assets 4,488,713 2,175,889 8,243,188 782,736 1,401,448 3,269,831 752,699 21,114,504
---------- ---------- ---------- -------- ---------- ---------- --------- -----------
LIABILITIES
-----------
DUE TO BROKERS 2,499 - - - - - - 2,499
ACCRUED ADMINISTRATIVE FEES 813 315 1,003 124 215 478 152 3,100
---------- ---------- ---------- -------- ---------- ---------- --------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $4,485,401 $2,175,574 $8,242,185 $782,612 $1,401,233 $3,269,353 $ 752,547 $21,108,905
========== ========== ========== ======== ========== ========== ========= ===========
<FN>
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
<PAGE>11
<TABLE>
<CAPTION>
REGAL-BELOIT CORPORATION
------------------------
PERSONAL SAVINGS PLAN
---------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
Fund Information
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
M&I Marshall Regal- Marshall
Stable Large-Cap Beloit Intermediate Fidelity Strong
Principal Growth & Company Bond Balanced Opportunity Loan Combined
Fund Income Stock Fund Fund Fund Fund Fund Plan Total
--------- ---------- ---------- ------------ -------- ----------- -------- ----------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Participant contributions $ 596,648 $ 221,194 $ 712,672 $ 90,122 $ 180,208 $ 425,239 $ - $ 2,226,083
Participant rollovers 9,037 14,251 189,032 12,907 13,811 35,213 - 274,251
Employer contributions 3,412 1,904 4,668 484 1,585 3,634 - 15,687
Investment income-
Interest and dividends 277,890 8,645 - 48,440 45,661 90 85,482 466,208
Net appreciation (depreciation) in
fair market value of investments - 573,426 (1,673,834) 410 256,536 180,454 - (663,008)
---------- ---------- ----------- --------- ---------- ----------- -------- -----------
Total additions 886,987 819,420 (767,462) 152,363 497,801 644,630 85,482 2,319,221
---------- ---------- ----------- --------- ---------- ---------- -------- -----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Administrative fees 31,770 9,449 21,558 2,944 4,522 12,181 (37,437) 44,987
Benefits paid to participants 433,742 174,260 444,886 64,687 60,211 131,936 71,370 1,381,092
---------- ---------- ----------- --------- ---------- ---------- --------- -----------
Total deductions 465,512 183,709 466,444 67,631 64,733 144,117 33,933 1,426,079
---------- ---------- ----------- --------- ---------- ---------- --------- -----------
TRANSFERS BETWEEN FUNDS (86,938) 11,551 (195,523) 76,789 56,190 (8,941) 146,872 -
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 4,485,401 2,175,574 8,242,185 782,612 1,401,233 3,269,353 752,547 21,108,905
---------- ---------- ----------- --------- ---------- ---------- --------- -----------
End of year $4,819,938 $2,822,836 $6,812,756 $944,133 $1,890,491 $3,760,925 $950,968 $22,002,047
========== ========== =========== ========= ========== ========== ========= ===========
<FN>
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
<PAGE>12
<TABLE>
<CAPTION>
REGAL-BELOIT CORPORATION
------------------------
PERSONAL SAVINGS PLAN
---------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
Fund Information
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
M&I Marshall Regal- Marshall
Stable Large-Cap Beloit Intermediate Fidelity Strong
Principal Growth & Company Bond Balanced Opportunity Loan Combined
Fund Income Stock Fund Fund Fund Fund Fund Plan Total
--------- -------- ---------- ------------ --------- ----------- -------- -----------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Participant contributions $ 616,913 $ 196,766 $ 644,976 $ 86,147 $ 155,606 $ 409,137 $ - $ 2,109,545
Participant rollovers 18,254 8,776 22,026 75 4,320 12,629 - 66,080
Investment income-
Interest and dividends 264,028 13,225 - 42,292 43,238 7,720 72,818 443,321
Net appreciation in fair market
value of investments - 412,200 2,694,626 5,441 207,017 579,611 - 3,898,895
---------- ---------- ---------- ----------- ---------- ----------- --------- ---------
Total additions 899,195 630,967 3,361,628 133,955 410,181 1,009,097 72,818 6,517,841
---------- ---------- ---------- ----------- ---------- ----------- --------- ---------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Administrative fees 30,632 13,875 29,861 4,849 5,229 15,128 - 99,574
Benefits paid to participants 404,844 144,243 304,506 25,846 63,565 199,715 104,124 1,246,843
---------- ---------- ---------- ----------- ---------- ----------- ---------- ---------
Total deductions 435,476 158,118 334,367 30,695 68,794 214,843 104,124 1,346,417
---------- ---------- ---------- ----------- ---------- ----------- ---------- ---------
TRANSFERS BETWEEN FUNDS (176,364) 90,295 65,016 43,106 (43,227) 37,256 (16,082) -
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 4,198,046 1,612,430 5,149,908 636,246 1,103,073 2,437,843 799,935 15,937,481
---------- ---------- ---------- ----------- ---------- ---------- ---------- -----------
End of year $4,485,401 $2,175,574 $8,242,185 $782,612 $1,401,233 $3,269,353 $752,547 $21,108,905
========== ========== ========== =========== ========== ========== ========== ===========
<FN>
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
