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 SAVINGS AND PROTECTION 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 Savings and Protection 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, statement of net assets
available for plan benefits for the Plan 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, 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 cuased this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
REGAL-BELOIT CORPORATION SAVINGS AND PROTECTION PLAN
By: Regal-Beloit Corporation Savings and Protection Plan Administrative
Committee
Kenneth F. Kaplan
--------------------------- June 28, 1999
Kenneth F. Kaplan
Fritz Hollenbach
--------------------------- June 28, 1999
Fritz Hollenbach
2
<PAGE>
REGAL-BELOIT CORPORATION
------------------------
SAVINGS AND PROTECTION PLAN
---------------------------
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997
-----------------------------------------------------
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------------
<PAGE>
REGAL-BELOIT CORPORATION
------------------------
SAVINGS AND PROTECTION 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
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-- December 31, 1998
Schedule II: Item 27d--Schedule of Reportable Transactions for the
Year Ended December 31, 1998
<PAGE>
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
(Registration No. 333-48789).
ARTHUR ANDERSEN LLP
-------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
June 28, 1999.
<PAGE>
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
(Registration No. 333-48789).
ARTHUR ANDERSEN LLP
-------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
June 28, 1999.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Administrative Committee of the
Regal-Beloit Corporation
Savings and Protection Plan:
We have audited the accompanying statements of net assets available for
plan benefits with fund information of Regal-Beloit Corporation Savings
and Protection Plan as of December 31, 1998 and 1997 and the related
statements of changes in net assets available for plan benefits for the
year ended December 31, 1998. 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 financial status of Regal-Beloit
Corporation Savings and Protection Plan as of December 31, 1998 and 1997
and the changes in its financial status for the year ended December 31,
1998, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of the
Plan, 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 statement of changes in net assets
available for plan benefits is presented for purposes 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 audit 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.
<PAGE>
As explained in Note 3, information presented in the schedule of
reportable transactions does not disclose the historical cost of certain
investments. Disclosure of this information is required by the
Department of Labor Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.
ARTHUR ANDERSEN LLP
-------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
May 28, 1999.
<PAGE>
REGAL-BELOIT CORPORATION
------------------------
SAVINGS AND PROTECTION PLAN
---------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------
(1) Description of the Plan-
-----------------------
The following description of the Regal-Beloit Corporation Savings
and Protection 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 and covers substantially all
bargaining unit employees of the Foote-Jones/Illinois Gear and
Velvet Drive Transmission Divisions of the Regal-Beloit Corporation
(the "Company") who complete at least 500 hours of service in a year.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
Plan administration-
-------------------
Frontier Trust (the "Trustee") was the trustee for the Plan through
January 31, 1998. The Equitable (the "Custodian") was the custodian
of the Plan during this period. Effective February 1, 1998,
Marshall & Ilsley Trust Company (collectively the "Trustee") became
trustee and custodian of the Plan. The Plan is administered by the
administrative committee which is appointed by the Board of Directors
of the Company.
Contributions-
-------------
Company contributions were $430 and $420 for 1998 and 1997,
respectively, for each Foote-Jones/Illinois Gear union participant
who had completed a full year of credited service as of July 31st
of each year. A contribution of $215 and $210 for 1998 and 1997,
respectively, was made for each Foote-Jones/Illinois Gear union
employee who completed at least one-half year of credited service
but less than one full year of credited service. Participants must
be employed as of the date of the contribution to receive the amount
into their account balance.
The Company's annual contribution is fixed by the collective
bargaining agreement between Local 1199, International Union of
Electronic, Electrical, Salaried, Machine and Furniture Workers,
AFL-CIO and the Company. The contribution is recorded as an
increase in participants' equity on an accrual basis based on
service performed during the Plan year. Annual amounts are
contributed to the Plan on or about August 1.
<PAGE>
Velvet Drive Transmission employees were new to the Plan effective
April 1, 1996. The Company contributed $300 and $250 on or about
February 1 for each Velvet Drive Transmission employee provided
they had been an employee of the Company for the past 12 months as
of December 31, 1998 and 1997, respectively. Participants must be
employed as of the date of the contribution to receive the amount
into their account balance.
The Plan allows participants to make voluntary contributions via
pretax payroll deductions ranging from 1% to 20% of total
compensation.
Participant accounts-
--------------------
Individual participant accounts are maintained to receive Company
and participant contributions. The Plan earnings, net of Trustee
and Custodian expenses, are allocated to each participant on each
business day based on the proportion of the individual participant's
account to the total of all participants' accounts.
Vesting-
-------
Participants at all times have a fully vested interest in their
individual accounts. Distribution of participants' accounts can be
made upon normal retirement from the Company and following
termination of service with the Company for any reason. Benefits
paid consist of the participants' account balance plus any voluntary
contributions together with all earnings.
Investment options-
------------------
Participants may elect to invest their account in 10% increments
into any of the following investment options (through January 31,
1998):
Equitable Guaranteed Interest Account Fund-
------------------------------------------
The Guaranteed Interest Account provides an investment option in
which the value of the principal will not fluctuate. The amount
allocated to the Guaranteed Interest Account earns interest at the
current guaranteed interest rate which is an annual effective
rate. After interest is credited, certain charges and fees are
deducted. The value of an employer plan's investment in the
Guaranteed Interest Account is, at any time, the total
contributions allocated to the Guaranteed Interest Account, plus
the interest earned, less (i) employer plan benefit payments,
(ii) other employer plan withdrawals (including loans) and
(iii) charges and fees.
Equitable Common Stock Fund-
---------------------------
This fund invests in stock issues of high quality, large
capitalization companies. Its objective is growth of capital
through quality stock issues.
<PAGE>
Equitable Balanced Fund-
-----------------------
This fund invests in common stocks, publicly traded bonds and
money market investments. Its objective is increasing income
and capital appreciation.
Equitable Aggressive Stock Fund-
-------------------------------
This fund invests in medium and small companies with growth
potential. It involves risk.
The following investment options were made available to Plan
participants as of February 1, 1998:
M&I Stable Principal Fund-
-------------------------
Amounts allocated to the Stable Principal 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.
Marshall Large-Cap Growth and Income 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.
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.
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.
<PAGE>
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.
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 and Income Fund,
Marshall Intermediate Bond Fund, Stable Principal Fund, Fidelity
Balanced Fund and Strong Opportunity Fund are effected in the open
market or through collective investment funds of the Trustee.
Loan Fund-
---------
The Plan permits a participant to borrow up to 50% of his or her
account balance up to a maximum of $50,000. These loans bear
interest at the prevailing market rate (ranging from 7.25% to
10.5% as of December 31, 1998) and generally must be repaid
within five years.
(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
assets and liabilities and reported amounts of income and expenses
during the reporting periods. Actual results could differ from
these estimates.
Net appreciation in fair value of investments-
---------------------------------------------
Net realized and unrealized appreciation (depreciation) is recorded
in the accompanying statements of changes in net assets available
for Plan benefits as net appreciation (depreciation) in fair value of
investments.
<PAGE>
Reclassifications -
-----------------
Certain reclassifications have been made to amounts reported in
previous years to conform to the current year's classification.
Administrative expenses-
-----------------------
The Plan pays all administrative expenses and loan processing fees.
(3) 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 6.29%, respectively. There
are no limitations on guarantees of the contracts. The Fund had
no valuation reserves at year-end with the fair value of the
investment contracts reported at contract value.
The cost of investment fund options is not available from The
Equitable as their information system does not provide such
information. Disclosure of this detail in the Schedule of
Reportable Transactions is required by ERISA.
(4) Master Trust-
------------
Effective April 1, 1998, participants were able to invest in Company
stock held in the Regal-Beloit Corporation Master Trust (the "Master
Trust"). The Plan's investment in Company stock is commingled with
the investment in Company stock of other Company plans. 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 certified by the Trustee as of December 31, 1998 is as
follows:
1998
-----------
Regal-Beloit Corporation Stock $14,374,579
Marshall Money Market Fund 154,077
Accrued Income 74,145
-----------
$14,602,801
<PAGE>
Allocations of assets of the Master Trust to participating plans as of
December 31, 1998 are as follows:
<TABLE>
<CAPTION>
1998
-------------------
<S> <C> <C>
Amount Percent
--------- --------
Regal-Beloit Corporation Personal
Savings Plan $ 6,805,476 46.60%
Regal-Beloit Corporation Profit
Sharing Plan 6,568,489 44.98
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%
=========== =======
</TABLE>
Master Trust income for the year ended December 31, 1998 is as follows:
INCOME 1998
------ ------------
Investment income-
Interest $ 23,602
Dividends 280,725
Net (depreciation) appreciation in fair market value (3,979,555)
-----------
Total investment (loss) income (3,675,228)
============
(5) 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.
(6) Income Tax Status-
-----------------
The Plan has obtained a determination letter from the Internal
Revenue Service dated January 20, 1993, approving the Plan as
qualified for tax-exempt status. The Plan has been amended since
receiving the determination letter. However, the Plan administrator
and Plan's tax counsel believe the Plan is currently designed and is
being operated in compliance with the applicable requirements of the
Internal Revenue Code. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
<PAGE>
(7) Plan Termination-
----------------
The Plan is defined by the collective bargaining agreement between
Local Union 1199, International Union of Electronic, Electrical,
Salaried, Machine and Furniture Workers, AFL-CIO and the Company
dated December 1, 1989, and may not be materially modified or
terminated by the Company without negotiation with the Union.
<PAGE>
SCHEDULE I
REGAL-BELOIT CORPORATION
------------------------
SAVINGS AND PROTECTION PLAN
---------------------------
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
-----------------------------------------------------------
DECEMBER 31, 1998
-----------------
Number
of Market
Shares Description of Security Cost Value
- --------- ----------------------- ---------- ----------
30 Cash and cash equivalents $ 30 $ 30
20,171 Regal-Beloit Company Stock Fund (*) 595,820 475,749
37,688 Marshall Large-Cap Growth & Income Fund (*) 549,260 615,819
1,728,324 M&I Stable Principal Fund (*) 1,728,324 1,728,324
11,845 Marshall Intermediate Bond Fund (*) 113,188 112,882
31,974 Fidelity Balanced Fund 503,946 523,091
12,767 Strong Opportunity Fund 500,286 493,077
---------- ----------
Total Investment $3,990,854 $3,948,972
========== ==========
159,146 Loans to Participants (*)
(Interest Rates: 7.25% - 10.5%) $ 159,146 $ 159,146
(*) Represents a party-in-interest
The accompanying notes are an integral part of this schedule.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
REGAL-BELOIT CORPORATION
------------------------
SAVINGS AND PROTECTION PLAN
---------------------------
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
---------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Identity of Party Number Number
Involved/Description of Purchase of Selling Cost of Net
of Asset Purchases Price Sales Price Asset Sold Gain (Loss)
- -------------------------- --------- ---------- ------ ---------- ------------ -----------
The Equitable:
Guaranteed Interest 3 $ 47,591 3 $2,059,085 *
Account Fund (a)
Common Stock Fund (a) 3 30,554 3 716,938 * *
Aggressive Stock Fund (a) 2 28,235 4 515,920 * *
Balanced Fund (a) 1 1,251 3 192,181 * *
M&I Trust:
Fidelity Balanced Fund 88 572,779 29 67,565 $68,833 $ (1,268)
Marshall Large-Cap
Growth and Income
Fund (a) 88 600,066 32 52,753 50,806 1,947
Regal-Beloit
Corporation
Common Stock (a) 7 467,609 - - - -
Strong Opportunity
Fund 83 576,011 36 75,556 75,725 (169)
M&I Stable Principal
Fund (a) 91 1,897,953 42 169,629 169,629 -
Marshall Money
Market Fund (a) 135 3,615,975 114 3,615,975 3,615,975 -
Marshall Intermediate
Bond Fund (a) 88 142,833 21 29,655 29,645 (10)
Regal-Beloit Company
Stock Fund (a) 63 112,699 27 28,739 34,574 (5,835)
Loans to Various Participants 21 68,000 39 51,307 51,307 -
<FN>
(a) Party-in-interest
* The Equitable maintains the records for the pooled separate accounts on a
fair market value basis. Therefore, cost basis information is not available.
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
REGAL-BELOIT CORPORATION
------------------------
SAVINGS AND PROTECTION 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>
Marshall
Large-
Cap Regal-
M&I Growth Beloit Marshall
Stable and Company Intermediate Fidelity Strong Combined
Principal Income Stock Bond Balanced Opportunity Loan Plan
Fund Fund Fund Fund Fund Fund Fund Total
---------- -------- -------- ----------- -------- ----------- -------- --------
ASSETS
------
INVESTMENTS, at fair value:
Mutual Funds $1,728,324 $615,819 $ - $112,882 $523,091 $493,077 $ - $3,473,193
Investment in Master Trust - - 475,749 - - - - 475,749
Loans to Participants - - - - - - 159,146 159,146
---------- -------- -------- -------- -------- -------- ------- ----------
Total Investments 1,728,324 615,819 475,749 112,882 523,091 493,077 159,146 4,108,088
CASH 30 - - - - - - 30
RECEIVABLES:
Participant's Contributions 1,618 296 916 940 991 1,448 - 6,209
Employer Contributions 21,338 7,603 5,874 1,394 6,458 6,087 - 48,754
Accrued Interest and
Dividends 9,059 586 - - - - - 9,645
---------- -------- -------- -------- -------- -------- -------- ----------
Total Receivables 32,015 8,485 6,790 2,334 7,449 7,535 - 64,608
---------- -------- -------- -------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $1,760,369 $624,304 $482,539 $115,216 $530,540 $500,612 $159,146 $4,172,726
========== ======== ======== ======== ======== ======== ======== ==========
<FN>
The accompanying notes to financial statements are an integral part of this statement.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
REGAL-BELOIT CORPORATION
------------------------
SAVINGS AND PROTECTION PLAN
---------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1997
-----------------------
Fund Information
-----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Equitable
Guaranteed Equitable Equitable
Interest Common Equitable Aggressive
Account Stock Balanced Stock Loan Combined
Fund Fund Fund Fund Fund Plan Total
---------- --------- --------- ---------- -------- -----------
ASSETS
------
INVESTMENTS, at fair value:
Mutual Funds $2,011,385 $670,854 $185,275 $471,494 $ - $3,339,008
Loans to participants - - - - 141,697 141,697
---------- -------- -------- -------- ------- ----------
Total investments 2,011,385 670,854 185,275 471,494 141,697 3,480,705
---------- -------- -------- -------- ------- ----------
RECEIVABLES:
Participant's contribution 20,255 3,989 - 10,149 - 34,363
Employer contribution 25,608 9,961 1,548 10,360 - 47,477
Employee loan payments
held by employer - - - - 6,225 6,225
---------- -------- -------- -------- ------- ----------
Total receivables 45,833 13,950 1,548 20,509 6,225 88,065
---------- -------- -------- -------- ------- ----------
Total assets 2,057,218 684,804 186,823 492,003 147,922 3,568,770
LIABILITIES
-----------
ACCRUED ADMINISTRATIVE FEES 798 311 68 323 - 1,500
---------- -------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $2,056,420 $684,493 $186,755 $491,680 $147,922 $3,567,270
========== ======== ======== ======== ======== ==========
<FN>
The accompanying notes to financial statements are an integral part of this statement.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
REGAL-BELOIT CORPORATION
------------------------
SAVINGS AND PROTECTION PLAN
---------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mar-
shall
Large- Mar- Equi-
M&I Cap Regal- shall Guaran- Equi- table
Stable Growth Beloit Inter- Strong teed table Equi- Agres-
and Company mediate Fidelity Oppor- Interest Common table sive Combined
Principal Income Stock Bond Balanced tunity Loan Account Stock Balanced Stock Plan
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
--------- ------- -------- ------- ------- -------- -------- --------- ------- -------- ------- --------
ADDITIONS TO
NET ASSETS
ATTRIBUTED TO:
Employer contri-
bution $ 28,645 $ 5,519 $ 20,586 $ 10,315 $ 11,116 $ 13,978 $ - $ - $ - $ - $ - $ 90,159
Employee contri-
butions 132,237 73,287 96,942 20,469 69,537 73,517 - 16,116 6,819 1,251 6,783 496,958
Net appre-
ciation (depre-
ciation) in fair
value of
investments 6,573 102,807 -104,911 -5,411 56,221 8,822 - 11,260 16,223 5,849 16,679 114,112
Interest and
dividend income 88,605 1,094 2,470 6,056 13,332 87 32,434 - - - - 144,888
--------- -------- -------- -------- -------- -------- -------- ---------- -------- -------- --------- ---------
Total additions 256,090 183,517 15,087 31,429 150,206 96,404 32,434 27,376 23,042 7,100 23,462 846,147
DEDUCTIONS
FROM NET
ASSETS ATTRI-
BUTED TO:
Benefits paid
to partici-
pants Admini- 114,533 7,863 10,422 27,293 20,630 20,182 17,713 2,145 638 110 605 222,134
strative
fees 7,620 1,930 2,329 539 1,752 2,127 - 1,579 381 136 164 18,557
--------- -------- -------- -------- -------- -------- -------- ---------- -------- -------- --------- ---------
Total
deductions 122,153 9,793 12,751 27,832 22,382 22,309 17,713 3,724 1,019 246 769 240,691
Net increase 133,937 173,724 2,336 3,597 127,824 74,095 14,721 23,652 22,023 6,854 22,693 605,426
TRANSFERS
BETWEEN FUNDS 1,626,432 450,580 480,203 111,619 402,716 426,517 -3,497 -2,080,072 -706,516 -193,609 -514,373 -
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS:
Beginning
of year - - - - - - 147,922 2,056,420 684,493 186,755 491,680 3,567,270
---------- -------- -------- -------- -------- -------- -------- ---------- -------- -------- -------- ----------
End of year $1,760,369 $624,304 $482,539 $115,216 $530,540 $500,612 $159,146 $ - $ - $ - $ - $4,172,726
========== ======== ======== ======== ======== ======== ======== ========== ======== ======== ======== ==========
<FN>
The accompanying notes to financial statements are an integral part of this statement.
</FN>
</TABLE>
