SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
----------------------------------
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, 1999
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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, WISCONSIN 53511
<PAGE>
REQUIRED INFORMATION
Regal-Beloit Corporation Personal Savings ("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, 1998 and
1999, 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 tis behalf by the
undersigned hereunto duly authorized.
REGAL-BELOIT CORPORATION PERSONAL SAVINGS PLAN
By: Regal-Beloit Corporation Savings and Protection Plan
Administrative Committee
/S/ Kenneth F. Kaplan June 28, 2000
-------------------------
Kenneth F. Kaplan
/S/ Fritz Hollenbach June 28, 2000
-------------------------
Fritz Hollenbach
<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 (File No. 1-7283).
/S/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
June 26, 2000
<PAGE>
REGAL-BELOIT CORPORATION
------------------------
PERSONAL SAVINGS PLAN
---------------------
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998
-----------------------------------------------------
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------------
<PAGE>
REGAL-BELOIT CORPORATION
------------------------
PERSONAL SAVINGS PLAN
---------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1999 AND 1998
--------------------------
TABLE OF CONTENTS
-----------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits as of
December 31, 1999 and 1998
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1999 and 1998
NOTES TO FINANCIAL STATEMENTS
SUPPLEMENTAL SCHEDULE SUPPORTING FINANCIAL STATEMENTS
Schedule I Schedule of Assets Held for Investment Purposes--
December 31, 1999
<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 of the Regal-Beloit Corporation
Personal Savings Plan as of December 31, 1999 and 1998, and the
related statements of changes in net assets available for plan
benefits for the years then ended. These financial statements
and the supplemental schedule referred to below is the
responsibility of the Plan administrator. Our responsibility is
to express an opinion on these financial statements and
supplemental schedule 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 of the Regal-Beloit Corporation
Personal Savings Plan as of December 31, 1999 and 1998, 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 schedule as listed in the accompanying table of
contents is presented for the purpose of additional analysis and
is not a required part of the basic financial statements, but is
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 schedule has been subjected to the auditing
procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/S/ ARTHUR ANDERSEN LLP
------------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
May 3, 2000
<PAGE>
REGAL-BELOIT CORPORATION
PERSONAL SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
----------------------------------------------------
As of
December 31,
---------------------------
Assets 1999 1998
------ ----------- ------------
Investments, at Fair Market Value:
Mutual Funds $17,538,754 $14,189,590
Investment in Master Trust 6,230,849 6,805,476
Participant Loans 1,033,893 951,120
Receivables:
Participants' Contributions 47,695 20,472
Employer Contributions 7,676 9,120
Accrued Interest and Dividends 29,422 29,369
--------- -----------
84,793 58,961
Total Assets 24,888,289 22,005,147
Liabilities
-----------
Due to Brokers 32,554 -
Accrued Administrative Fees 3,100 3,100
---------- ----------
Total Liabilities 35,654 3,100
---------- ----------
Net Assets Available for Plan Benefits $24,852,635 $22,002,047
=========== ===========
The accompanying notes to financial statements are an integral
part of these statements.
<PAGE>
REGAL-BELOIT CORPORATION
PERSONAL SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
---------------------------------------------------------------
For Year Ended
December 31,
1999 1998
----------- -----------
Additions to Net Assets Attributed to:
Participant Contributions $ 2,188,484 $ 2,226,083
Participant Rollovers 99,796 274,251
Employer Contributions 7,676 15,687
Investment Income-
Interest and Dividends 510,106 466,208
Net Appreciation (Depreciation) in Fair
Market Value of Investments 1,797,391 (663,008)
----------- -----------
Total Additions 4,603,453 2,319,221
Deductions from Net Assets Attributed to:
Benefits Paid to Participants 1,678,313 1,381,092
Administrative Fees 74,552 44,987
----------- -----------
Total Deductions 1,752,865 1,426,079
----------- -----------
Net Increase 2,850,588 893,142
Net Assets Available for Plan Benefits:
Beginning of Year 22,002,047 21,108,905
----------- -----------
End of Year $24,852,635 $22,002,047
=========== ===========
The accompanying notes to financial statements are an integral
part of these statements.
<PAGE>
REGAL-BELOIT CORPORATION
PERSONAL SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
-----------------------------
(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 "IRC"). 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
division employees equal to 3% of each participant's
contribution for 1999 and 1998.
The Plan also provides for discretionary Company contributions
subject to the Board of Director's authorization to be
allocated to an individual participant's account based on the
proportion of the participant's compensation to the total
compensation of all participants. The Board did not authorize
any discretionary contributions in 1999 or 1998.
Participant Accounts-
--------------------
Participants at all times have a fully vested interest in
their individual, 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 or 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.
Investment Options-
------------------
Participants of the Plan may direct their contributions in ten
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.
<PAGE>
(b) Marshall Large-Cap Growth and Income Fund-
-----------------------------------------
Amounts allocated to this fund are invested in 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 the Regal-Beloit Company Stock 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.
(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 M&I Stable Principal Fund, Marshall Large-
Cap Growth and Income Fund, Marshall Intermediate Bond Fund,
Fidelity Balanced Fund and the Strong Opportunity Fund are
effected in the open market or through collective investment
funds of the Trustee.
Participant Loans-
-----------------
The Plan 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, 1999) 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. 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.
<PAGE>
(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.
New Accounting Standard-
-----------------------
Effective for the year ended December 31, 1999, the Plan
adopted Statement of Position 99-3, "Accounting for and
Reporting of Certain Defined Contribution Plan Investments and
Other Disclosure Matters" ("SOP 99-3"). SOP 99-3 eliminates
the requirement for a defined contribution plan to present
participant directed plan investments by general type in the
statement of net assets available for plan benefits. Prior
year financial statements have been restated to conform with
SOP 99-3.
(3) Investments-
-----------
Investments are stated at fair market value as determined by
the Trustee by reference to published market data. The M&I
Stable Principal Fund primarily invests in guaranteed
investment contracts which are fully benefit-responsive.
These investment contracts are valued at amortized cost, which
represents fair market value. Under the terms of the
investment contracts, the crediting interest rates are fixed
for the life of the contracts or are reset at least quarterly.
The aggregate average yield of the investment contracts for
the years ended December 31, 1999 and 1998 were 5.99% and
6.2%, respectively. The crediting interest rate for the
investment contracts as of December 31, 1999 and 1998 was
6.05% and 5.93%, respectively. There are no limitations or
guarantees on the contracts.
The following presents investments that represent five percent
or more of the Plan's net assets. All investments are
participant directed.
December 31,
1999 1998
---------- ----------
Regal-Beloit Company Stock Fund, 287,654 and $6,230,849 $6,805,476
288,544 shares, respectively
Strong Opportunity Fund, 126,202 and 97,270 5,639,988 3,756,555
shares, respectively
M&I Stable Principal Fund, 5,206,817 and 5,206,817 4,785,735
4,785,735 shares, respectively
Marshall Large-Cap Growth and Income Fund, 3,557,175 2,819,803
195,235 and 172,571 shares, respectively
Fidelity Balanced Fund, 154,382 and 115,421 2,371,301 1,888,288
shares, respectively
During 1999 and 1998, the Plan's investments (including
investments bought, sold and held during the year) appreciated
(depreciated) in value as follows:
1999 1998
----------- -----------
Net Appreciation (Depreciation) in Fair
Market Value of Investments-
Mutual Funds $2,276,688 $1,010,826
Master Trust (479,297) (1,673,834)
----------- -----------
Net Appreciation (Depreciation) in Fair $1,797,391 $ (663,008)
Market 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 market value of investments.
(4) 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 Master 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, 1999 and
1998 is as follows:
1999 1998
----------- -----------
Regal-Beloit Corporation Stock $13,009,033 $14,374,579
Marshall Money Market Fund 115,702 154,077
Accrued Income 75,700 74,145
Pending Trades 92,205 -
----------- -----------
Total Assets of The Master Trust $13,292,640 $14,602,801
=========== ===========
Allocations of assets of the Master Trust to participating
plans as of December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
Amount Percent Amount Percent
---------- ------- ----------- -------
<S> <C> <C> <C> <C>
Regal-Beloit Corporation $6,230,849 46.87% $6,805,476 46.60%
Personal Savings Plan
Regal-Beloit Corporation 5,788,543 43.55 6,568,489 44.98
Profit Sharing Plan
Regal-Beloit Corporation 474,609 3.57 475,749 3.26
Savings and Protection Plan
Marathon Electric Salaried 649,478 4.89 635,779 4.36
Employees' 401(k) Savings Plan
Marathon Electric Hourly 149,161 1.12 117,308 0.80
401(k) Savings Plan
----------- ------- ----------- -------
Total Assets of the Master Trust $13,292,640 100.00% $14,602,801 100.00%
=========== ======= =========== =======
</TABLE>
<PAGE>
Master Trust loss for the years ended December 31, 1999 and
1998 is as follows:
1999 1998
------------ -----------
Investment Income-
Interest $ 11,261 $ 23,602
Dividends 309,644 280,725
Net Depreciation in Fair Market Value of
Regal-Beloit Corporation Common Stock (1,358,911) (3,979,555)
------------ ------------
Total Master Trust Loss $(1,038,006) $(3,675,228)
============ ============
(5) 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.
(6) Related Party Transactions-
--------------------------
Plan assets are invested in mutual funds of the Trustee. In
addition, the Plan's Master Trust invests in securities of the
Company. These transactions are not considered prohibited
transactions by statutory exemption under ERISA regulations.
<PAGE>
REGAL-BELOIT CORPORATION
PERSONAL SAVINGS PLAN
Plan's EIN 39-0875718 Plan #008
Schedule I -- Schedule of Assets Held for Investment Purposes
As of December 31, 1999
<TABLE>
<CAPTION>
Description of Investment Including
Identity of Issue, Borrower Maturity Date, Rate of Interest, Current
Lessor, or Similar Party Collateral, Par, or Maturity Value Cost Value
--------------------------- ----------------------------------- ---------- ----------
<S> <C> <C> <C>
Fidelity Funds Fidelity Balance Fund $2,326,914 $2,371,301
Strong Funds Opportunity Fund 4,886,221 5,639,988
Marshall & Ilsley* Intermediate Bond Fund 803,356 763,431
Marshall & Ilsley* Large Cap Growth & Income 2,757,085 3,557,175
Marshall & Ilsley* M&I Stable Principal Fund 5,206,817 5,206,817
Loans to participants Loans 1,033,893 1,033,893
Regal-Beloit Stock Fund Regal-Beloit Stock 6,126,743 6,230,849
*Party-in-interest
<FN>
The accompanying notes to financial statements are an integral part of this schedule.
</FN>
</TABLE>
