Regal Beloit Corp – ‘424B4’ on 3/13/02

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 1: 424B4       Prospectus                                            59    260K 

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                                                Filed pursuant to Rule 424(b)(4)
                                                      Registration No. 333-81968

--------------------------------------------------------------------------------

(REGAL-BELOIT CORP. LOGO) 

3,573,900 SHARES OF COMMON STOCK

--------------------- 

     We are offering 3,573,900 shares of our common stock. Our common stock is
listed on the American Stock Exchange under the symbol "RBC." The last reported 
sale price of our common stock on March 12, 2002 was $24.50 per share.          

    INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE
8.                                                                              

                                                                [Download Table]

                                                        PER SHARE      TOTAL   
                                                        ---------   -----------
                                                                               
Public offering price.................................  $   23.25   $83,093,175
Underwriting discounts and commissions................       1.22     4,360,158
Proceeds to Regal-Beloit Corporation..................      22.03    78,733,017

 We have granted the underwriters a 30-day option to purchase up to an
additional 536,085 shares to cover over-allotments.                             

   NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A     
CRIMINAL OFFENSE.                                                               

--------------------- 

ROBERT W. BAIRD & CO.                                         CIBC WORLD MARKETS

MARCH 12, 2002                                                                  

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OUTSIDE GATEFOLD:                                                               
WE'RE BEST-KNOWN BY OUR BRANDS

Ever since Regal-Beloit Corporation was founded in 1955, we've been aggressive  
in expanding our presence in key markets. As we've acquired companies, we've    
sought to build on their already established brand identities. Thus, most of our
customers know us best by one of our many well-known brand names.               

INSIDE GATEFOLD -- LEFT SIDE

Top of page: [Regal-Beloit Logo]  "At the Heart of What Drives Your World"      

Nine boxes with descriptions of products and major markets served for nine of   
our businesses. Pictures of products also included in each box. Aligned as      
follows:                                                                        
Box 1             Box 2             Box 3                                       
Box 4             Box 5             Box 6                                       
Box 7             Box 8             Box 9                                       

Box 1: "Foote Jones/Illinois Gear"; "PRODUCTS: Large-scale parallel shaft and   
right-angle gear drives, custom gears up to 100" diameter"; "MAJOR MARKETS:     
Mining, pulp and paper, aggregate, forestry, construction"; [Foote              
Jones/Illinois Gear Logo]; [Picture of example product]                         

Box 2: "Regal Cutting Tools"; "PRODUCTS: High-speed steel and carbide rotary    
cutting tools"; "MAJOR MARKETS: General industry, aerospace, agriculture,       
automotive"; [Regal Cutting Tools Logo]; [Picture of example product]           

Box 3: "Grove Gear"; "PRODUCTS: Standard and custom industrial gear reducers";  
"MAJOR MARKETS: Material handling, food processing, robotics, healthcare, power 
transmission"; [Grove Gear Logo]; [Picture of example product]                  

Box 4: "Durst"; "PRODUCTS: Standard and specialized industrial transmissions and
hydraulic pump drives"; "MAJOR MARKETS: Construction, agriculture, energy,      
material handling, forestry, lawn & garden, and railroad maintenance"; [Durst   
Logo]; [Picture of example product]                                             

Box 5: "Marathon Electric"; "PRODUCTS: AC motors (to 800 HP)"; "MAJOR MARKETS:  
Power transmissions, HVAC, pumps, fans & blowers, compressors, agriculture,     
processing, industrial manufacturing"; [Marathon Electric Logo]; [Picture of    
example product]                                                                

Box 6: "Richmond Gear"; "PRODUCTS: Ring & pinions and transmissions"; "MAJOR    
MARKETS: High-performance automotive aftermarket"; [Richmond Logo]; [Picture of 
example product]                                                                

Box 7: "Marathon Generators"; "PRODUCTS: AC generators from 5 to 4000 kW";      
"MAJOR MARKETS: Standby power, prime power, refrigeration, irrigation, wind     
power"; [Marathon Generators Logo]; [Picture of example product]                

Box 8: "Opperman Mastergear, Ltd."; "PRODUCTS: Valve actuators and industrial   
gear drives"; "MAJOR MARKETS: Material handling, agriculture, mining, liquid and
gas flow control"; [Opperman Mastergear, Ltd. Logo]; [Picture of example        
product]                                                                        

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Box 9: "Lincoln Motors"; "PRODUCTS: AC motors (1/4 to 800HP)"; "MAJOR MARKETS:  
Industrial and commercial pumps, compressors, HVAC, and specialty products";    
[Lincoln Motors Logo]; [Picture of example product]                             

 INSIDE GATEFOLD -- RIGHT SIDE

Top of page: [Regal-Beloit Logo]  "At the Heart of What Drives Your World"      

[Nine boxes with descriptions of products and major markets served for nine of  
our businesses. Pictures of products also included in each box. Aligned as      
follows:                                                                        
Box 1             Box 2             Box 3                                       
Box 4             Box 5             Box 6                                       
Box 7             Box 8             Box 9]                                      

Box 1: "Velvet Drive Transmissions"; "PRODUCTS: Marine and industrial           
transmissions"; "MAJOR MARKETS: Pleasure boats, off-road vehicles, forestry";   
[Velvet Drive Transmissions Logo]; [Picture of example product]                 

Box 2: "Marathon Special Products"; "PRODUCTS: Fuse holders, terminal blocks and
power blocks"; "MAJOR MARKETS: HVAC, telecommunications, transportation";       
[Marathon Special Products Logo]; [Picture of example product]                  

Box 3: "Mastergear"; "PRODUCTS: Manual valve actuators for liquid and gas flow  
control"; "MAJOR MARKETS: Petrochemical processing, fire protection,            
wastewater"; [Mastergear Logo]; [Picture of example product]                    

Box 4: "Electra-Gear"; "PRODUCTS: Specialized aluminum gear reducers and        
gearmotors"; "MAJOR MARKETS: Medical equipment, food processing, packaging,     
material handling"; [Electra-Gear Logo]; [Picture of example product]           

Box 5: "Hub City"; "PRODUCTS: Gear drives, sub-FHP gearmotors, mounted bearings,
and accessories"; "MAJOR MARKETS: Packaging, construction, material handling,   
healthcare, food processing"; [Hub City Logo]; [Picture of example product]     

Box 6: "Leeson Electric"; "PRODUCTS: AC motors (to 800 HP) and DC motors (to 5  
HP), gear reducers, drives, and gearmotors"; "MAJOR MARKETS: Power transmission,
pumps, food processing, fitness equipment, industrial machinery & equipment";   
[Leeson Logo]; [Picture of example product]                                     

Box 7: "Ohio Gear"; "PRODUCTS: Gear reducers and gearmotors"; "MAJOR MARKETS:   
Material handling, lawn and garden vehicles, food processing"; [Ohio Gear Logo];
[Picture of example product]                                                    

Box 8: "CML"; "PRODUCTS: Bevel gear valve actuators"; "MAJOR MARKETS: Oil, gas, 
wastewater, water distribution"; [Costruzioni Meccaniche Legnanesi S.r.L Logo]; 
[Picture of example product]                                                    

Box 9: "Thomson Technology Inc."; "PRODUCTS: Automatic transfer switches, power 
generation controls and switchgear"; "MAJOR MARKETS: Electrical power           
generation"; [Thomson Technology Inc. Logo]; [Picture of example product]       

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TABLE OF CONTENTS 

                                                                [Download Table]

                                    PAGE
                                    ----
                                        
Forward-Looking Statements........    i 
Prospectus Summary................    1 
Risk Factors......................    8 
Use of Proceeds...................   11 
Price Range of Common Stock and         
  Dividend Policy.................   12 
Capitalization....................   13 
Selected Consolidated Financial         
  Data............................   14 
Business..........................   15 
Management's Discussion and             
  Analysis of Financial                 
  Statements......................   24 

                                                                [Download Table]

                                    PAGE
                                    ----
                                        
Management and Board of                 
  Directors.......................   29 
Description of Common Stock.......   30 
Underwriting......................   33 
Where You Can Find More                 
  Information.....................   35 
Incorporation of Information by         
  Reference.......................   35 
Legal Matters.....................   36 
Experts...........................   36 
Index to Historical Consolidated        
  Financial Statements............  F-1 

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT    
FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING    
OFFERS TO BUY, SHARES OF OUR COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND
SALES ARE PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION IN THIS PROSPECTUS  
IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS.                             

  The underwriters are offering the shares subject to various conditions and
may reject all or part of any order. The shares should be ready for delivery on 
or about March 15, 2002 against payment in immediately available funds.         

We have registered the following trademarks, which are used in this     
prospectus: Regal-Beloit(R), Electra-Gear(R), Mastergear(R), Leeson(R),         
Marathon(R), Marathon Electric(R), Marathon Generators(R), Marathon Special     
Products(R), Thomson Technology(R) and Velvet Drive(R). We also own the         
following trademarks and trade names, which are used in this prospectus: Lincoln
Motors, Hub City, Grove Gear, Durst, Richmond, Ohio Gear, Foote-Jones/Illinois  
Gear, New York Twist Drill and Regal Cutting Tools.                             

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FORWARD-LOOKING STATEMENTS

 All statements other than statements of historical facts included in this
prospectus, including statements regarding our future financial position,       
business strategy, budgets, projected costs and plans and objectives for future 
operations included in this prospectus are "forward-looking statements" within  
the meaning of the Private Securities Litigation Reform Act of 1995.            
Forward-looking statements generally can be identified by the use of forward-   
looking words such as "may," "will," "expect," "intend," "estimate,"            
"anticipate," "believe," or "continue" or words of similar meaning. These       
statements are subject to risks and uncertainties that could cause actual       
results to differ materially from those anticipated as of the date of this      
prospectus. Factors that could cause such a variance are disclosed in the       
section "Risk Factors" and elsewhere in this prospectus and include the         
following for each of our business segments:                                    

-   cyclical downturns affecting the markets for capital goods                  

-   our ability to achieve anticipated synergies in our acquired businesses     

-   substantial increases in interest rates that impact the cost of our         
outstanding debt                                                        

-   our ability to satisfy various covenant requirements under our existing     
credit facility                                                         

-   the success of our management in increasing sales and maintaining or        
improving the operating margins of our businesses                       

-   the availability of or material increases in the costs of select raw        
materials or parts                                                      

-   actions taken by our competitors                                            

 We urge you to consider these factors and to review carefully the section
"Risk Factors" for a more complete discussion of the risks of an investment in  
our common stock. The forward-looking statements included in this prospectus are
made only as of the date of this prospectus, and we undertake no obligation to  
update publicly these statements to reflect subsequent events or circumstances. 

 i

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PROSPECTUS SUMMARY

  This summary highlights information contained elsewhere or incorporated by
reference in this prospectus. Because this is a summary, it is not complete and 
does not contain all of the information that may be important to you. For a more
complete understanding of us and this offering of our common stock, we encourage
you to read this prospectus in its entirety and the other documents to which we 
have referred you. Unless the context requires otherwise, references in this    
prospectus to "we," "us" or "our" refer collectively to Regal-Beloit Corporation
and its subsidiaries and references to "EBITDA" refer to our income from        
operations plus depreciation and amortization. Unless otherwise stated, the     
information contained in this prospectus assumes the underwriters do not        
exercise the over-allotment option.                                             

REGAL-BELOIT CORPORATION

OVERVIEW                                                                        

 We are a leading manufacturer and marketer of industrial electric motors,
electric power generation components and controls, mechanical motion control    
products, and cutting tools, serving markets predominantly in the United States 
as well as throughout the world. Our products are used in a variety of essential
industrial applications, and we believe we have one of the most comprehensive   
product lines in the markets we serve. We sell our products using more than 20  
recognized brand names through a multi-channel distribution model, which we     
believe provides us with a competitive selling advantage and allows us to more  
fully penetrate our target markets.                                             

During the last five years, our net sales have increased at a compound  
annual growth rate of 18.4%, from $285.4 million in 1996 to $663.6 million in   
2001. We have historically generated significant profits and cash flow. During  
the last five years, our EBITDA as a percentage of net sales, or EBITDA margin, 
has averaged 16.9%, and our cumulative cash flow from operations has been $333.3
million. In 2001, despite being adversely affected by the economic recession,   
our EBITDA was $87.9 million, our EBITDA margin was 13.2% and our net income was
$19.6 million. Since we acquired Leeson Electric Corporation in September 2000  
for $260 million in cash, we have reduced our debt by more than $50 million to  
$345.8 million as of December 31, 2001.                                         

Our business is organized in two segments: our electrical group, which  
represented 69% of our 2001 net sales, and our mechanical group, which          
represented 31% of our 2001 net sales. Our electrical group manufactures and    
markets a full line of alternating current (AC) and direct current (DC)         
industrial electric motors, electric power generation components and controls,  
and electrical connecting devices. Our mechanical group manufactures and markets
a broad array of mechanical products, including gears and gearboxes, marine     
transmissions, high-performance automotive transmissions and ring and pinions,  
manual valve actuators, and cutting tools. Original equipment manufacturers and 
end users in a variety of motion control and other industrial applications      
increasingly combine the types of electrical and mechanical products we offer.  
We seek to take advantage of this trend and to enhance our market penetration by
leveraging cross-marketing and product line bundling opportunities between      
products in our electrical and mechanical groups.                               

We sell our products directly to original equipment manufacturers and   
distributors across many markets. Our two business segments are divided into    
multiple business units, with each unit typically having its own branded product
offering and sales organization. These sales organizations consist of varying   
combinations of our own internal direct sales people as well                    
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as exclusive and non-exclusive manufacturers' representative organizations. We  
manufacture the vast majority of the products that we sell and have             
manufacturing, sales and distribution facilities throughout the United States   
and Canada as well as in Europe and the Far East.                               

OUR COMPETITIVE STRENGTHS                                                       

 A Leader in Our Major Market Segments.  With the acquisitions of Marathon
Electric Manufacturing Corporation in 1997, the Lincoln Motors business of      
Lincoln Electric Holdings, Inc. in 1999 and Leeson Electric Corporation in 2000,
we believe we have become one of the largest producers of industrial electric   
motors in the United States. We offer more than 5,500 stock models and a wide   
assortment of custom AC and DC industrial electric motors ranging in size from  
sub-fractional to large integral horsepower. In addition, we believe that we are
the leading electric generator manufacturer in the United States that is not    
affiliated with a diesel engine manufacturer. Furthermore, we believe that we   
are the leading manufacturer in the United States of worm gear drives and bevel 
gear drives.                                                                    

   Comprehensive Product Offering and Leading Brands.  We believe we offer one
of the most comprehensive product lines in our markets. This breadth of product 
offering enables us to provide a "one-stop shop" for our customers, who         
increasingly require complete electrical and mechanical motion control          
solutions, including electric motors, gearboxes and drives. Many of our brands  
have an extensive history within our industry and are known for their quality,  
reliability and performance, including Marathon Electric, Leeson Electric,      
Lincoln Motors, Thomson Technology, Hub City, Grove Gear, Mastergear,           
Foote-Jones/Illinois Gear, Durst, Electra-Gear, Richmond Gear, Ohio Gear, Velvet
Drive Transmissions and Regal Cutting Tools. We believe that our brand identity 
has created customer loyalty and helps us capture additional business, as well  
as maintain existing business, particularly as our customers look to procure    
equipment from fewer manufacturers.                                             

  Multi-Channel/Multi-Brand Distribution Model.  We use the strength of each
of our brand names and sales organizations to reach many customers across a     
multitude of markets. Each of our business units maintains its own branded      
product offering and its own sales and marketing organization. On a combined    
basis, our individual business units' sales organizations consist of more than  
120 direct sales employees and 430 exclusive and non-exclusive manufacturers'   
representatives from 170 organizations as of January 2002. In 2001, across all  
of our business units, we sold products to more than 6,500 original equipment   
manufacturers and 11,000 distributors.                                          

 Rapid Response Capabilities.  We focus on providing unparalleled customer
service and the timely delivery of both stock and custom products. Our business 
units focus on coordinating their sales, application engineering and            
manufacturing capabilities to compress the lead time necessary to produce stock 
and, importantly, custom products. In many cases, we have reduced the lead time 
for the delivery of custom products from weeks to days or even hours. Our       
vertically integrated manufacturing operations, including our own cast iron     
foundry and aluminum die casting and steel stamping operations, are an important
element of our rapid response capabilities. In addition, we have an extensive   
internal logistics operation that consists of our own fleet of semi-tractors and
semi-trailers and a network of distribution facilities with the capability to   
modify stock products to quickly meet specific custom requirements in many      
instances. This operation reduces the risk of interruptions in our delivery     
schedules, further improves our customer service and response times, and lowers 
our overall distribution costs.                                                 
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  Product Development Focus.  Each of our business units has its own product
development and design teams that continuously enhance our existing products and
develop new products for our growing base of customers that require custom      
solutions. We have one of the electric motor industry's most sophisticated      
product development and testing laboratories. We believe these capabilities     
provide a significant competitive advantage in the development of high quality  
motors and electric generators incorporating leading design characteristics such
as low vibration, low noise, improved safety, reliability and enhanced energy   
efficiency. An example of the success of our research and development efforts is
our recently introduced line of microMAX(TM) AC inverter duty motors, which won 
the 2001 "Product of the Year" award in its category from Plant Engineering     
magazine.                                                                       

  Broad and Diverse Customer Base.  We offer products to customers in dozens
of industries with no significant exposure to any one industry or any one       
customer. We distribute our products almost equally to original equipment       
manufacturers and distributors, many of whom have different purchasing patterns 
and varying sensitivities to changes in the economy. In 2001, no customer       
accounted for more than 3% of our net sales, and the top ten customers accounted
for less than 11% of our net sales. In addition, we believe that a portion of   
our sales is tied to replacement demand, helping to offset varying demand within
the original equipment manufacturer sector.                                     

Experienced Management Team.  Our senior management team has significant
experience in industrial manufacturing, marketing and sales. In addition, this  
team is skilled in the acquisition and integration of businesses, aggressive    
cost management, and efficient manufacturing techniques, all of which represent 
activities that are critical to our long-term growth strategy. Since 1979, our  
current management team has completed and successfully integrated 22            
acquisitions. We have a proven track record of acquiring complementary          
businesses and product lines, integrating their activities into our organization
and aggressively managing their cost structures to reduce waste and unnecessary 
expenditures.                                                                   

OUR BUSINESS STRATEGY                                                           

We have directed our business strategy, described below, at trends that 
influence the markets we serve. These trends include:                           

-   a consolidation of fragmented distribution channels, as companies seek a    
single source of supply for their needs                                 

-   a growing demand for suppliers that can provide complete electrical and     
mechanical motion control solutions                                     

-   an increasing need for more technically advanced products                   

-   customer expectations for more rapid turn around times and lower costs      

These trends are contributing to a consolidation in our electrical and          
mechanical markets as manufacturers are forced either to become more competitive
or seek stronger partners.                                                      

  Grow Revenues Organically in Excess of Market Rates.  We intend to use our
competitive advantages to grow our market share across all of our product lines.
Our growth initiatives are outlined below:                                      

-   Leverage Cross-Marketing and Product Line Bundling Opportunities.  We seek  
  to enhance our market penetration through cross-marketing and product line
   bundling opportunities between our business units. For example, during 2001
we introduced 900 new models of                                         
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electric motors into our various distribution channels as a result of   
  integrating our respective motor offerings. In addition, we design certain
of our drive, motor and gear drive products to connect to one another so
    that we can provide a performance-matched, packaged solution that best suits
our customers' needs.                                                   

-   Introduce New Products.  We are continuing to expand our business by        
    developing new, differentiated products in each of our business segments. We
  work closely with our customers to develop new products or enhancements to
existing products that improve performance and meet their needs. For    
    example, we have redesigned more than 50% of our electric motor line to meet
the new Premium Compliant Electric Motor standards of the National      
    Electrical Manufacturers Association, or NEMA. These redesigned motors offer
   increased efficiency that results in significant cost savings for customers
over previous models. In addition, we have recently introduced many new 
    product lines, including our microMAX(TM) AC inverter duty motors, a line of
  high efficiency, low vibration severe duty electric motors and large frame
 1 1/2 to 4 megawatt electric generators. Furthermore, in 2002, we plan to
   introduce various new products, including a line of high efficiency helical
   worm, helical bevel and parallel shaft drives. This new line of drives will
complement our existing high efficiency helical in-line drives and will 
allow us to compete more effectively in this growing segment of the gear
drive market.                                                           

-   Capture Custom Product Sales.  We will continue to leverage our rapid       
   response capabilities to capture additional custom product business. Custom
  products generally provide higher margins than stock products because they
require additional engineering and production effort and may involve the
   delivery of smaller quantities often within limited timeframes. Our ability
to provide these products within very short lead times strengthens our  
 relationship with customers and enhances our ability to sell other custom
and stock products to these same customers. In addition, we believe that
some of our competitors may be reluctant to pursue our existing or new  
 custom product customers because of the perceived high cost of supporting
   these customers, duplicating or creating product designs and producing high
quality products within short timeframes.                               

-   Grow Our Power Generation Business.  Our power generation business, which   
includes electric generators and other power generation components and  
controls, represents a significant and growing portion of our electrical
    group net sales. We intend to continue to seek ways to take advantage of the
  growing market for prime and standby power generation in the United States
and overseas by expanding our line of generators to meet higher and more
   sophisticated power generation requirements. With our June 2000 acquisition
of Thomson Technology, Inc., we specifically targeted the emerging power
generation controls market and now offer automatic transfer switches,   
paralleling switchgear and controls, and systems controls. When these   
 control products are bundled with our Marathon generators, we are able to
    provide critical components of a system solution to power generation markets
throughout the world.                                                   

    Continuously Lower Manufacturing Costs.  We have continuously sought ways to
lower costs, enhance product quality, reduce manufacturing inefficiencies and   
increase productivity. The major initiatives that we have in process include the
following:                                                                      

-   Complete the Integration of Leeson Electric and Capitalize on Operating     
Synergies.  At the time of the Leeson Electric acquisition in September 
   2000, we targeted and still expect to achieve cost savings and synergies of
at least $12 to $15 million annually by the end of 2003. Today, we have 
substantially integrated Leeson Electric into our business and have     
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  begun to capitalize on the significant operating and financial benefits of
   this acquisition. We expect to achieve continued cost savings and synergies
   as a result of leveraging raw material purchases, operational improvements,
  freight and distribution synergies, and the cross-selling of our products.

-   Further Improve Operational Efficiency.  We have a culture that seeks out   
and eliminates unnecessary costs at all levels of the organization and  
  drives continuous improvement in our manufacturing operations. In 2001, we
   created, within the electrical group, our motor technologies group to fully
  leverage potential efficiencies across our electric motor operations. This
motor technologies group will centralize and manage the manufacturing,  
purchasing, engineering, accounting, information technology and quality 
control activities of our Marathon, Lincoln and Leeson electric motor   
businesses. Furthermore, the motor technologies group is specifically   
fostering the sharing of best practices across each of the three motor  
  businesses and creating focused centers of excellence in each of our motor
manufacturing functions.                                                

-   Focus on Sourcing and Logistics Opportunities.  During the past decade, we  
  have aggressively pursued global sourcing initiatives, particularly in the
  Far East, and now have several strategic sourcing partners. As a result of
our established relationships in these markets, we sourced more than $33
 million of components and finished products from China in 2001, including
    castings, machined parts and a variety of complete motors and generators. We
also have a rapidly growing joint venture in China that manufactures    
 electric generators. We are currently evaluating various opportunities to
    further leverage these relationships. Moreover, we believe that our internal
logistics operation will significantly reduce costs by allowing us to   
further capture backhaul efficiencies, reduce inventory and consolidate 
freight costs.                                                          

Pursue Strategic Acquisitions.  We are a consolidator in our fragmented 
markets and will continue to pursue complementary strategic acquisitions to grow
our business. In evaluating potential acquisitions, we focus on opportunities to
broaden our market coverage, expand our customer base, broaden and round out our
product lines, realize operating synergies and enter new markets. We believe    
that the current market environment creates a good opportunity to acquire       
smaller, complementary businesses or product lines at attractive terms. Our     
ability to finance cash acquisitions is currently limited under the terms of our
bank credit agreement. We believe our completion of this offering will enhance  
our ability to finance cash acquisitions in the future. Under our credit        
agreement, we currently need bank approval before making any single acquisition 
for more than $15 million in cash or any acquisitions for more than $30 million 
in cash in the aggregate. The credit agreement provides for a release of this   
restriction on acquisitions if our ratio of funded debt to EBITDA is below 3.00 
to 1 at the end of two consecutive calendar quarters.                           

CORPORATE INFORMATION                                                           

Our principal executive offices are located at 200 State Street, Beloit,
Wisconsin 53511-6254, and our telephone number is (608) 364-8800. Our website   
address is www.regal-beloit.com. However, the information contained on our      
website is not part of this prospectus.                                         
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THE OFFERING

Common stock offered by Regal-                                                  
Beloit Corporation............   3,573,900 shares                               

Common stock to be outstanding                                                  
after the offering............   24,451,149 shares                              

Use of proceeds...............   We expect to use the net proceeds of the       
                          offering to reduce debt under our credit
facility.     

American Stock Exchange                                                         
symbol........................   RBC                                            

Risk factors..................   See the section entitled "Risk Factors" on page
                          8 for a discussion of factors you should
                               consider carefully before deciding to buy our
common stock. 

The number of shares of common stock outstanding after this offering is 
based on the actual number of shares outstanding as of December 31, 2001, and   
excludes:                                                                       

-   1,460,124 shares of common stock issuable upon exercise of options          
    outstanding as of December 31, 2001, at a weighted average exercise price of
$18.49 per share; and                                                   

-   294,600 shares of common stock available for future grants under our stock  
option plans.                                                           

  The number of shares of common stock offered and to be outstanding assumes
that the underwriters have not exercised their over-allotment option. If the    
underwriters exercise their over-allotment option in full, then we will issue   
and sell an additional 536,085 shares of our common stock and will have         
24,987,234 shares of our common stock outstanding after the offering.           
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SUMMARY CONSOLIDATED FINANCIAL DATA 

   We have derived the summary historical financial data as of and for each of
the past five years from our audited consolidated financial statements. You     
should read this information together with "Selected Consolidated Financial     
Data," "Management's Discussion and Analysis of Financial Statements" and our   
consolidated financial statements, including the related Notes to Consolidated  
Financial Statements, included elsewhere in this prospectus.                    

SUMMARY HISTORICAL FINANCIAL DATA 

                                                        [Enlarge/Download Table]

                                                       FOR THE YEARS ENDED DECEMBER 31,                  
                                      -------------------------------------------------------------------
                                        1997(1)        1998          1999         2000(2)        2001    
                                      -----------   -----------   -----------   -----------   -----------
                                          (IN THOUSANDS OF DOLLARS, EXCEPT SHARES OUTSTANDING AND PER    
                                                                  SHARE DATA)                            
                                                                                                         
STATEMENT OF INCOME DATA:                                                                                
Net Sales............................ $   493,174   $   550,277   $   550,661   $   598,203   $   663,571
Cost of Sales........................     355,473       396,665       406,493       440,774       497,694
                                      -----------   -----------   -----------   -----------   -----------
  Gross Profit.......................     137,701       153,612       144,168       157,429       165,877
Operating Expenses...................      63,320        72,499        71,728        85,821       109,817
                                      -----------   -----------   -----------   -----------   -----------
  Income From Operations.............      74,381        81,113        72,440        71,608        56,060
Interest Expense.....................      10,804        11,479         9,406        15,332        22,239
Interest Income......................         810           306           220           274           221
                                      -----------   -----------   -----------   -----------   -----------
  Income Before Income Taxes.........      64,387        69,940        63,254        56,550        34,042
Provision For Income Taxes...........      25,490        26,979        25,187        22,779        14,452
                                      -----------   -----------   -----------   -----------   -----------
  Net Income......................... $    38,897   $    42,961   $    38,067   $    33,771   $    19,590
                                      ===========   ===========   ===========   ===========   ===========
Earnings Per Share................... $      1.87   $      2.06   $      1.82   $      1.61   $       .94
                                      ===========   ===========   ===========   ===========   ===========
Earnings Per Share -- Assuming                                                                           
  Dilution........................... $      1.83   $      2.02   $      1.80   $      1.61   $       .93
                                      ===========   ===========   ===========   ===========   ===========
Average Number of Shares                                                                                 
  Outstanding........................  20,805,844    20,893,182    20,959,182    20,984,423    20,868,896
                                      ===========   ===========   ===========   ===========   ===========
Average Number of Shares -- Assuming                                                                     
  Dilution...........................  21,275,061    21,278,497    21,169,580    20,996,189    21,124,204
                                      ===========   ===========   ===========   ===========   ===========
BALANCE SHEET DATA:                                                                                      
Cash and Cash Equivalents............ $     3,351   $     3,548   $     1,729   $     2,612   $     6,629
Working Capital......................     100,627       117,305       131,370       185,781       161,044
Total Assets.........................     488,699       485,070       508,165       792,407       746,599
Long-term Debt.......................     192,261       166,218       148,166       393,510       345,667
Shareholders' Investment.............     189,427       224,497       252,626       273,889       280,150
OTHER FINANCIAL DATA:                                                                                    
Capital Expenditures................. $    16,076   $    14,836   $    11,422   $    16,994   $    15,426
Depreciation and Amortization........      18,874        22,039        23,052        25,549        31,798
EBITDA(3)............................      93,255       103,152        95,492        97,157        87,858

------------------                                                              
(1) Includes the results of Marathon Electric Manufacturing Corporation from    
March 26, 1997, the date of its acquisition.                            
(2) Includes the results of Leeson Electric Corporation from September 29, 2000,
the date of its acquisition.                                            
(3) EBITDA consists of income from operations plus depreciation and             
   amortization. We have presented EBITDA information solely as a supplemental
disclosure because management believes that it is commonly used as an   
analytical indicator and also as a measure of leverage capacity and debt
   service ability. EBITDA should not be construed as an alternative to income
from operations as determined in accordance with accounting principles  
generally accepted in the United States as an indicator of our operating
    performance, or as an alternative to cash flows from operating activities as
 determined in accordance with accounting principles generally accepted in
the United States as a measure of liquidity. We have significant uses of
 cash flows, including capital expenditures and debt principal repayments,
that are not reflected in EBITDA. It should also be noted that not all  
    companies that report EBITDA information calculate EBITDA in the same manner
as we do.                                                               
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RISK FACTORS

    You should carefully consider the risk factors set forth below and all other
information contained in this prospectus, including the documents incorporated  
by reference, before making a decision to buy our common stock. If any of the   
events contemplated by the following risks actually occur, then our business,   
financial condition or results of operations could be materially and adversely  
affected. As a result, the trading price of our common stock could decline, and 
you may lose all or part of your investment.                                    

CYCLICALITY ADVERSELY AFFECTS US.                                               

  Our business is cyclical and dependent on industrial and consumer spending
and is therefore impacted by the strength of the economy generally, interest    
rates and other factors. Economic factors adversely affecting original equipment
manufacturer production and consumer spending could adversely impact us. During 
periods of expansion in original equipment manufacturer production, we generally
have benefited from increased demand for our products. Conversely, during       
recessionary periods, we have been adversely affected by reduced demand for our 
products. Original equipment manufacturer production is currently experiencing a
downturn, which is adversely affecting demand for our products. This downturn   
may continue or become more severe. The cyclical nature of our business is      
partially offset by replacement demand for our products as well as the diversity
of our customer base.                                                           

OUR LEVERAGE COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH, MAKE US VULNERABLE TO 
ADVERSE ECONOMIC AND INDUSTRY CONDITIONS AND PREVENT US FROM FULFILLING OUR     
OBLIGATIONS UNDER OUR CREDIT FACILITY.                                          

We have incurred indebtedness that is substantial in relation to our    
shareholders' investment. As of December 31, 2001, we had approximately $345.8  
million of total debt outstanding and $280.2 million of total shareholders'     
investment. Our indebtedness has important consequences. For example, it could: 

-   make it difficult for us to fulfill our obligations under our credit        
facility                                                                

-   increase our vulnerability to interest rate changes and general adverse     
economic and industry conditions                                        

-   require us to dedicate a substantial portion of our cash flow from          
    operations to service our indebtedness, thereby reducing the availability of
  our cash flow to finance acquisitions and to fund working capital, capital
  expenditures, research and development efforts and other general corporate
activities                                                              

-   limit our flexibility in planning for, or reacting to, changes in our       
business and our markets                                                

-   place us at a competitive disadvantage relative to our competitors that have
less debt                                                               

A continuing economic recession may impact substantially leveraged companies,   
such as us, more than competing companies with less leverage and may have a     
material adverse effect on our financial condition, results of operations and   
cash flows.                                                                     

    In addition, our credit facility requires us to maintain specified financial
ratios and satisfy certain financial condition tests, which may require that we 
take action to reduce our debt or to act in a manner contrary to our business   
objectives. At December 31, 2001, we were in                                    

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compliance with these ratios and tests. We are specifically subject to a        
covenant that requires us to have a ratio of funded debt to trailing 12-month   
EBITDA that is below the following: 4.00 to 1 at March 31, 2002; 3.75 to 1 at   
June 30, 2002; 3.50 to 1 at September 30, 2002; 3.25 to 1 at December 31, 2002; 
and 3.00 to 1 at March 31, 2003 and thereafter. Funded debt under our credit    
agreement is defined as all indebtedness for borrowed money plus specified debt 
equivalents, including capitalized leases. At December 31, 2001, our funded debt
was equal to our long-term debt plus current maturities of long-term debt as    
reflected on our balance sheet. Upon completion of this offering, we believe we 
will be in a position to satisfy the financial ratios and tests specified by our
credit agreement for the foreseeable future, absent unexpected changes in       
general business and economic conditions. We will raise approximately $78.4     
million of net proceeds in this offering that we will use to pay down our       
existing debt. If, in the future, we fail for any reason to meet the required   
ratios and tests, then we will need to seek covenant waivers from our lenders or
be in default under our credit agreement. Although we believe that we would be  
able to obtain covenant relief, if necessary, we cannot assure you that our     
lenders would waive any future failure to meet those ratios and tests. If an    
event of default under our credit facility occurs, then the lenders could elect 
to declare all amounts outstanding under the credit facility, together with     
accrued interest, to be immediately due and payable.                            

OUR FUTURE SUCCESS DEPENDS ON OUR ABILITY TO INTEGRATE EFFECTIVELY ACQUIRED     
COMPANIES AND MANAGE OUR GROWTH.                                                

 Our growth has placed, and will continue to place, significant demands on
our management and operational and financial resources. Realization of the      
benefits of acquisitions often requires integration of some or all of the       
acquired companies' sales and marketing, distribution, manufacturing,           
engineering, finance and administrative organizations. The integration of the   
companies will demand substantial attention from senior management and the      
management of the acquired companies. We cannot assure you that we will be able 
to integrate successfully our recent acquisitions or any future acquisitions,   
that these acquired companies will operate profitably, or that we will realize  
the potential benefits from these acquisitions.                                 

WE MAY BE ADVERSELY IMPACTED BY AN INABILITY TO IDENTIFY ACQUISITION CANDIDATES 
AND FINANCE ACQUISITIONS.                                                       

   A substantial portion of our growth in the past five years has come through
acquisitions and our growth strategy is based in part upon acquisitions. We may 
not be able to identify and successfully negotiate suitable acquisitions, obtain
financing for future acquisitions on satisfactory terms or otherwise complete   
acquisitions in the future. Even if we are able to identify acquisition         
candidates and otherwise complete future acquisitions, our current leverage may 
limit our ability to finance future acquisitions with cash. For example, our    
current credit facility limits our ability to borrow funds to finance our       
activities, including the financing of future acquisitions. On a pro forma basis
at December 31, 2001, with $78.4 million in net proceeds from this offering, we 
would have been entitled to borrow $83.5 million under our amended credit       
agreement. Limitations on our borrowing capacity could impact our ability to    
make future acquisitions or otherwise take advantage of other business          
opportunities that may arise.                                                   

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WE OPERATE IN HIGHLY COMPETITIVE ELECTRIC MOTOR, POWER GENERATION AND MECHANICAL
MOTION CONTROL MARKETS.                                                         

  The electric motor, power generation and mechanical motion control markets
are highly competitive. Some of our competitors are larger and have greater     
financial and other resources than we do. In addition, with respect to certain  
of our products, we compete with divisions of our original equipment            
manufacturer customers. There can be no assurance that our products will be able
to compete successfully with the products of these other companies. Our         
competitive position in the markets in which we compete could be adversely      
affected by many factors, including, but not limited to, our inability to be    
successful in making strategic acquisitions or establishing alliances that will 
enable us to expand our global presence. If we are unable to complete these     
actions successfully, then our competitive position may be adversely affected.  

The failure to obtain new business from new products or to retain or    
increase business with redesigned existing or customized products could also    
adversely affect our business. It may be difficult in the short-term for us to  
obtain new sales to replace any unexpected decline in the sale of existing or   
customized products. We may incur significant expense in preparing to meet      
anticipated customer requirements, which may not be recovered.                  

There is substantial and continuing pressure from the major original    
equipment manufacturers and larger distributors to reduce costs, including the  
cost of products purchased from outside suppliers such as us. If we are unable  
to generate sufficient production cost savings in the future to offset price    
reductions, then our gross margin could be adversely affected.                  

WE HAVE IMPLEMENTED AND WISCONSIN LAW CONTAINS ANTI-TAKEOVER PROVISIONS THAT MAY
ADVERSELY AFFECT YOUR RIGHTS AS A HOLDER OF OUR COMMON STOCK.                   

   Our articles of incorporation contain provisions that could have the effect
of discouraging or making it more difficult for someone to acquire us through a 
tender offer, a proxy contest or otherwise, even though such an acquisition     
might be economically beneficial to our shareholders. These provisions include a
board of directors divided into three classes of directors serving staggered    
terms of three years each and the removal of directors only for cause and only  
with the affirmative vote of a majority of the votes entitled to be cast in an  
election of directors. These provisions may make the removal of management more 
difficult, even in cases where removal would be favorable to the interests of   
our shareholders. See "Description of Common Stock -- Certain Anti-Takeover     
Provisions."                                                                    

Each currently outstanding share of our common stock includes, and each 
newly issued share of our common stock will include, a common share purchase    
right. The rights are attached to and trade with the shares of common stock and 
generally are not exercisable. The rights will become exercisable if a person or
group acquires, or announces an intention to acquire, 15% or more of our        
outstanding common stock. The rights have some anti-takeover effects and        
generally will cause substantial dilution to a person or group that attempts to 
acquire control of us without conditioning the offer on either redemption of the
rights or amendment of the rights to prevent this dilution. The rights could    
have the effect of delaying, deferring or preventing a change of control. See   
"Description of Common Stock -- Common Share Purchase Rights."                  

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We are subject to the Wisconsin Business Corporation Law, which contains
several provisions that could have the effect of discouraging non-negotiated    
takeover proposals or impeding a business combination. These provisions include:

-   requiring a supermajority vote of shareholders, in addition to any vote     
    otherwise required, to approve business combinations not meeting adequacy of
price standards                                                         

-   prohibiting some business combinations between us and an interested         
    shareholder for a period of three years, unless the combination was approved
   by our board of directors prior to the time the shareholder became a 10% or
greater beneficial owner of our shares or under some other circumstances

-   limiting actions that we can take while a takeover offer for us is being    
made or after a takeover offer has been publicly announced              

-   limiting the voting power of shareholders who own more than 20% of our stock

USE OF PROCEEDS 

  We will raise approximately $78.4 million of net proceeds in this offering
(assuming no exercise of the underwriters' over-allotment option), after        
deducting the underwriting discount and estimated offering expenses payable by  
us. We intend to use the net proceeds raised in this offering to repay debt     
under our credit facility. The interest rate we pay under our credit facility   
varies monthly with the London Interbank Offered Rate, or LIBOR, and our funded 
debt to EBITDA ratio. As of December 31, 2001, we had $342.0 million of total   
debt outstanding under our credit facility bearing interest at that date at the 
rate of 4.2% per annum. The debt outstanding under our credit facility matures  
on December 31, 2005.                                                           

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PRICE RANGE OF COMMON STOCK 
AND DIVIDEND POLICY 

  Our common stock is traded on the American Stock Exchange under the symbol
"RBC." The following table sets forth the high and low sale prices of our common
stock as reported by the American Stock Exchange for the stated calendar        
quarter.                                                                        

                                                                [Download Table]

                                                                   PRICE OF       
                                                                 COMMON STOCK     
                                                             ---------------------
                                                              HIGH           LOW  
                                                             ------         ------
                                                                                  
CALENDAR 2000                                                                     
  First Quarter............................................. $21.63         $16.50
  Second Quarter............................................  19.00          15.63
  Third Quarter.............................................  17.78          15.25
  Fourth Quarter............................................  19.35          14.60
CALENDAR 2001                                                                     
  First Quarter............................................. $22.30         $16.40
  Second Quarter............................................  21.35          16.10
  Third Quarter.............................................  22.50          16.90
  Fourth Quarter............................................  22.90          17.05
CALENDAR 2002                                                                     
  First Quarter (through March 12, 2002).................... $24.81         $20.60

   On March 12, 2002, the last reported sale price for our common stock on the
American Stock Exchange was $24.50.                                             

    In 2000 and 2001, we paid quarterly cash dividends of $0.12 per share on our
common stock.                                                                   

  We have paid cash dividends in each of the preceding 166 quarterly periods
through January 2002. We currently intend to declare and pay dividends on a     
regular basis at the current rate. However, the payment and amount of future    
dividends is at the discretion of our board of directors and will depend upon   
future earnings, capital requirements, our general financial condition, general 
business conditions and other factors. In addition, the terms of our credit     
agreement restrict our ability to pay quarterly dividends on our common stock in
excess of $0.12 per share. The credit agreement provides for a release of this  
dividend restriction if our ratio of funded debt to EBITDA is below 3.00 to 1 at
the end of two consecutive calendar quarters.                                   

  Our board of directors has declared a quarterly cash dividend of $0.12 per
share on our common stock payable on April 15, 2002 to shareholders of record on
March 8, 2002. Holders of shares purchased in this offering will not be entitled
to receive this dividend on the purchased shares.                               

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CAPITALIZATION

The following table sets forth our consolidated capitalization as of    
December 31, 2001 on an actual basis, and as adjusted to give effect to our sale
of 3,573,900 shares of common stock, after deducting the underwriting discount  
and estimated offering expenses and after applying the net proceeds in this     
offering as we intend. You should read this table together with "Management's   
Discussion and Analysis of Financial Statements," "Description of Common Stock" 
and our consolidated financial statements, including the related Notes to       
Consolidated Financial Statements, included elsewhere in this prospectus.       

                                                                [Download Table]

                                                                     AS OF         
                                                               DECEMBER 31, 2001   
                                                             ----------------------
                                                              ACTUAL    AS ADJUSTED
                                                             --------   -----------
                                                             (DOLLARS IN THOUSANDS)
                                                                                   
Total debt (1).............................................. $345,787    $267,379  
                                                             ========    ========  
Shareholders' investment:                                                          
  Common stock, $.01 par value; 50,000,000 shares                                  
     authorized; 20,877,249 shares issued and outstanding;                         
     24,451,149 shares issued and outstanding as adjusted... $    210    $    245  
  Additional paid-in capital................................   41,967     120,340  
  Retained earnings.........................................  244,564     244,564  
  Accumulated other comprehensive loss......................   (3,864)     (3,864) 
  Treasury stock, at cost, 159,900 shares...................   (2,727)     (2,727) 
                                                             --------    --------  
       Total shareholders' investment.......................  280,150     358,558  
                                                             --------    --------  
          Total capitalization.............................. $625,937    $625,937  
                                                             ========    ========  

------------------                                                              
(1) Total debt includes long-term debt plus current maturities of long-term     
debt.                                                                   

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected historical consolidated financial and other data 
presented for the past five years are derived from our historical consolidated  
financial data for these periods. You should read the selected financial        
information together with "Management's Discussion and Analysis of Financial    
Statements" and our consolidated financial statements, including the related    
Notes to Consolidated Financial Statements, included elsewhere in this          
prospectus (except for the consolidated financial statements as of and for the  
years ended December 31, 1997 and 1998, which are not included in this          
prospectus).                                                                    

                                                        [Enlarge/Download Table]

                                                           FOR THE YEARS ENDED DECEMBER 31,               
                                            --------------------------------------------------------------
                                             1997(1)        1998         1999       2000(2)        2001   
                                            ----------   ----------   ----------   ----------   ----------
                                                 (IN THOUSANDS OF DOLLARS, EXCEPT SHARES OUTSTANDING      
                                                                 AND PER SHARE DATA)                      
                                                                                                          
STATEMENT OF INCOME DATA:                                                                                 
Net Sales.................................. $  493,174   $  550,277   $  550,661   $  598,203   $  663,571
Cost of Sales..............................    355,473      396,665      406,493      440,774      497,694
                                            ----------   ----------   ----------   ----------   ----------
  Gross Profit.............................    137,701      153,612      144,168      157,429      165,877
Operating Expenses.........................     63,320       72,499       71,728       85,821      109,817
                                            ----------   ----------   ----------   ----------   ----------
  Income From Operations...................     74,381       81,113       72,440       71,608       56,060
Interest Expense...........................     10,804       11,479        9,406       15,332       22,239
Interest Income............................        810          306          220          274          221
                                            ----------   ----------   ----------   ----------   ----------
  Income Before Income Taxes...............     64,387       69,940       63,254       56,550       34,042
Provision For Income Taxes.................     25,490       26,979       25,187       22,779       14,452
                                            ----------   ----------   ----------   ----------   ----------
  Net Income............................... $   38,897   $   42,961   $   38,067   $   33,771   $   19,590
                                            ==========   ==========   ==========   ==========   ==========
Earnings Per Share......................... $     1.87   $     2.06   $     1.82   $     1.61   $      .94
                                            ==========   ==========   ==========   ==========   ==========
Earnings Per Share -- Assuming Dilution.... $     1.83   $     2.02   $     1.80   $     1.61   $      .93
                                            ==========   ==========   ==========   ==========   ==========
Average Number of Shares Outstanding....... 20,805,844   20,893,182   20,959,182   20,984,423   20,868,896
                                            ==========   ==========   ==========   ==========   ==========
Average Number of Shares -- Assuming                                                                      
  Dilution................................. 21,275,061   21,278,497   21,169,580   20,996,189   21,124,204
                                            ==========   ==========   ==========   ==========   ==========
BALANCE SHEET DATA:                                                                                       
Cash and Cash Equivalents.................. $    3,351   $    3,548   $    1,729   $    2,612   $    6,629
Working Capital............................    100,627      117,305      131,370      185,781      161,044
Total Assets...............................    488,699      485,070      508,165      792,407      746,599
Long-term Debt.............................    192,261      166,218      148,166      393,510      345,667
Shareholders' Investment...................    189,427      224,497      252,626      273,889      280,150
OTHER FINANCIAL DATA:                                                                                     
Capital Expenditures....................... $   16,076   $   14,836   $   11,422   $   16,994   $   15,426
Depreciation and Amortization..............     18,874       22,039       23,052       25,549       31,798
EBITDA(3)..................................     93,255      103,152       95,492       97,157       87,858

---------------                                                                 
(1) Includes the results of Marathon Electric Manufacturing Corporation from    
March 26, 1997, the date of its acquisition.                            
(2) Includes the results of Leeson Electric Corporation from September 29, 2000,
the date of its acquisition.                                            
(3) EBITDA consists of income from operations plus depreciation and             
   amortization. We have presented EBITDA information solely as a supplemental
disclosure because management believes that it is commonly used as an   
analytical indicator and also as a measure of leverage capacity and debt
   service ability. EBITDA should not be construed as an alternative to income
from operations as determined in accordance with accounting principles  
generally accepted in the United States as an indicator of our operating
    performance, or as an alternative to cash flows from operating activities as
 determined in accordance with accounting principles generally accepted in
the United States as a measure of liquidity. We have significant uses of
 cash flows, including capital expenditures and debt principal repayments,
that are not reflected in EBITDA. It should also be noted that not all  
    companies that report EBITDA information calculate EBITDA in the same manner
as we do.                                                               

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BUSINESS

OUR COMPANY                                                                     

 We are a leading manufacturer and marketer of industrial electric motors,
electric power generation components and controls, mechanical motion control    
products, and cutting tools, serving markets predominantly in the United States 
as well as throughout the world. Our products are used in a variety of essential
industrial applications, and we believe we have one of the most comprehensive   
product lines in the markets we serve. We sell our products using more than 20  
recognized brand names through a multi-channel distribution model, which we     
believe provides us with a competitive selling advantage and allows us to more  
fully penetrate our target markets.                                             

Our business is organized in two segments: our electrical group, which  
represented 69% of our 2001 net sales, and our mechanical group, which          
represented 31% of our 2001 net sales. Our electrical group manufactures and    
markets a full line of alternating current (AC) and direct current (DC)         
industrial electric motors, electric power generation components and controls,  
and electrical connecting devices. Our mechanical group manufactures and markets
a broad array of mechanical products, including gears and gearboxes, marine     
transmissions, high-performance automotive transmissions and ring and pinions,  
manual valve actuators, and cutting tools. Original equipment manufacturers and 
end users in a variety of motion control and other industrial applications      
increasingly combine the types of electrical and mechanical products we offer.  
We seek to take advantage of this trend and to enhance our market penetration by
leveraging cross-marketing and product line bundling opportunities between      
products in our electrical and mechanical groups.                               

We sell our products directly to original equipment manufacturers and   
distributors across many markets. Our two business segments are divided into    
multiple business units, with each unit typically having its own branded product
offering and sales organization. These sales organizations consist of varying   
combinations of our own internal direct sales people as well as exclusive and   
non-exclusive manufacturers' representative organizations. We manufacture the   
vast majority of the products that we sell and have manufacturing, sales and    
distribution facilities throughout the United States and Canada as well as in   
Europe and the Far East.                                                        

We believe our competitive strengths include our:                       

-   leadership in our major market segments                                     

-   comprehensive product offering and leading brands                           

-   multi-channel and multi-brand distribution model                            

-   rapid response capabilities                                                 

-   product development focus                                                   

-   broad and diverse customer base                                             

-   experienced management team                                                 

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Our business strategy includes growing revenues organically in excess of
market rates, continuously lowering our manufacturing costs and pursuing        
strategic acquisitions. Our specific revenue growth initiatives include:        

-   leveraging cross-marketing and product line bundling opportunities          

-   introducing new products                                                    

-   capturing custom product sales                                              

-   growing our power generation business                                       

Major initiatives in process to lower our manufacturing costs include completing
the integration of Leeson Electric and capitalizing on operating synergies from 
the acquisition; further improving our operational efficiencies; and focusing on
sourcing and logistics opportunities. We will also seek to broaden our market   
coverage by acquiring businesses and product lines that provide a strategic fit 
with our existing businesses.                                                   

ELECTRICAL GROUP                                                                

Our electrical group manufactures and markets a full line of AC and DC  
industrial electric motors, electric power generation components and controls,  
and electrical connecting devices. We entered the industrial electric motor and 
electric power generation markets in March 1997 with our acquisition of Marathon
Electric. Subsequent acquisitions of Lincoln Motors in 1999, Thomson Technology 
in 2000 and Leeson Electric in 2000 have been integrated to form our current    
electrical group. Our expansion into the electric motor and electric power      
generation markets in 1997 was part of our strategy to leverage our core        
competencies in industrial manufacturing and to complement our existing         
mechanical businesses. We estimate that a substantial portion of the mechanical 
motion control products that we manufacture are powered by an electric motor.   

   Our electrical group manufactures and markets AC and DC industrial electric
motors ranging in size from sub-fractional to large integral horsepowers through
800 horsepower in AC and from sub-fractional through small integral horsepowers 
in DC. We offer approximately 5,500 stock models of electric motors in addition 
to the motors we produce to specific customer specifications. We also produce   
and market precision servo motors, electric generators ranging in size from five
kilowatts through four megawatts, automatic transfer switches and paralleling   
switchgear to interconnect and control electric power generation equipment and  
electrical connecting devices such as terminal blocks, fuse holders and power   
blocks. Additionally, our electrical group markets a line of AC and DC          
adjustable speed drives. We sell our electrical group products to distributors, 
original equipment manufacturers and end users across many markets.             

In 2001, we created, within the electrical group, our motor technologies
group to fully leverage potential efficiencies across our electric motor        
operations. This motor technologies group will centralize and manage the        
manufacturing, purchasing, engineering, accounting, information technology and  
quality control activities of our Marathon, Lincoln and Leeson electric motor   
businesses. Furthermore, the motor technologies group is specifically fostering 
the sharing of best practices across each of the three motor businesses and     
creating focused centers of excellence in each of our motor manufacturing       
functions.                                                                      

   Our power generation business, which includes electric generators and power
generation components and controls, represents a significant and growing portion
of our electrical group                                                         

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net sales. The market for electric power generation components and controls is  
growing as a result of a desire on the part of end users to reduce losses due to
power disturbances. We intend to continue to seek ways to take advantage of the 
growing market for prime and standby power generation in the United States and  
overseas by expanding our line of generators to meet higher and more            
sophisticated power generation requirements. With our June 2000 acquisition of  
Thomson Technology, we specifically targeted the emerging power generation      
controls market and now offer automatic transfer switches, paralleling          
switchgear and controls, and systems controls. When these control products are  
bundled with our Marathon generators, we are able to provide critical components
of a system solution to power generation markets throughout the world.          

   The following is a description of our major electrical group businesses and
the primary products that they manufacture and market:                          

   Leeson Electric.  Manufactures AC motors up to 800 horsepower and DC motors
up to five horsepower, gear reducers, gearmotors and drives primarily for the   
power transmission, pump, food processing, fitness equipment and industrial     
machinery markets.                                                              

Lincoln Motors.  Manufactures AC motors from 1/4 horsepower to 800      
horsepower primarily for industrial and commercial pumps, compressors, elevator 
and machine tools, and specialty products.                                      

 Marathon Electric.  Manufactures AC motors up to 800 horsepower primarily
for HVAC, pumps, power transmissions, fans and blowers, compressors, agriculture
products, processing and industrial manufacturing equipment.                    

    Marathon Generators.  Manufactures AC generators from five kilowatts to four
megawatts that primarily serve the standby power, prime power, refrigeration,   
irrigation and wind power markets.                                              

   Marathon Special Products.  Manufactures fuse holders, terminal blocks, and
power blocks primarily for the HVAC, telecommunications, electric control panel,
utilities and transportation markets.                                           

  Thomson Technology.  Manufactures automatic transfer switches, paralleling
switchgear and controls, and systems controls primarily for the electric power  
generation market.                                                              

MECHANICAL GROUP                                                                

 Our mechanical group manufactures and markets a broad array of mechanical
motion control products and cutting tools. Our products include: standard and   
custom worm gear, bevel gear, helical gear and concentric shaft gearboxes;      
marine transmissions; high-performance after-market automotive transmissions and
ring and pinions; custom gearing; gearmotors; manual valve actuators and cutting
tools. Our gear and transmission related products primarily control motion by   
transmitting power from a source, such as a motor or engine, to an end use, such
as a conveyor belt, usually reducing speed and increasing torque in the process.
Our valve actuators are used primarily in oil and gas, water distribution and   
treatment and chemical processing applications. Our high-speed steel and carbide
rotary perishable cutting tools are used in metalworking applications.          
Mechanical group products are sold to original equipment manufacturers,         
distributors and end users across many industry segments.                       

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   The following is a description of our major mechanical group businesses and
the primary products they manufacture and market:                               

CML (Costruzioni Meccaniche Legananesi S.r.L.).  Manufactures bevel gear
valve actuators primarily for the oil, gas, wastewater and water distribution   
markets.                                                                        

  Durst.  Manufactures standard and specialized industrial transmissions and
hydraulic pump drives primarily for the construction, agriculture, energy,      
material handling, forestry, lawn and garden and railroad maintenance markets.  

Electra-Gear.  Manufactures specialized aluminum gear reducers and      
gearmotors primarily for the food processing, medical equipment, material       
handling and packaging markets.                                                 

Foote-Jones/Illinois Gear.  Manufactures large-scale parallel shaft and 
right-angle gear drives and custom gears up to 100 inches in diameter primarily 
for the mining, oil, pulp and paper, forestry, aggregate, construction and steel
markets.                                                                        

Grove Gear.  Manufactures standard and custom industrial gear reducers  
primarily for the material handling, food processing, robotics, healthcare and  
power transmission markets.                                                     

  Hub City.  Manufactures gear drives, sub-fractional horsepower gearmotors,
mounted bearings and accessories primarily for the packaging, construction,     
material handling, healthcare and food processing markets.                      

Mastergear.  Manufactures manual valve actuators for liquid and gas flow
control primarily for the petrochemical processing, fire protection and         
wastewater markets.                                                             

New York Twist Drill.  Manufactures a full line of industrial quality   
cutting tools in high speed steel and carbide primarily for the aerospace,      
automotive, railroad and general manufacturing markets.                         

Ohio Gear.  Manufactures gear reducers and gearmotors primarily for the 
material handling, lawn and garden vehicle and food processing markets.         

   Opperman Mastergear, Ltd.  Manufactures valve actuators and industrial gear
drives primarily for the material handling, agriculture, mining and liquid and  
gas flow control markets.                                                       

Regal Cutting Tools.  Manufactures high-speed steel and carbide rotary  
cutting tools primarily for the aerospace, agriculture, automotive and general  
industrial markets.                                                             

 Richmond Gear.  Manufactures ring and pinions and transmissions primarily
for the high-performance automotive aftermarket.                                

Velvet Drive Transmissions.  Manufactures marine and industrial         
transmissions primarily for the pleasure boat, off-road vehicle and forestry    
markets.                                                                        

THE BUILDING OF OUR BUSINESS                                                    

 Our growth from our founding as a producer of high-speed cutting tools in
1955 to our current size and status has largely been the result of the          
acquisition and integration of 37 businesses to build a strong multi-product    
offering. Our senior management has substantial experience in the acquisition   
and integration of businesses, aggressive cost management, and efficient        
manufacturing techniques, all of which represent activities that are critical to
our long-term growth strategy. Since 1979, our current management team has      
completed and successfully integrated 22 acquisitions. We have a proven track   
record of acquiring                                                             

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complementary businesses and product lines, integrating their activities into   
our organization and aggressively managing their cost structures to reduce waste
and unnecessary expenditures. The history of our major electrical and mechanical
group acquisitions since 1990 is outlined below.                                

                                                        [Enlarge/Download Table]

                                                     ANNUAL                                       
                                          YEAR     REVENUES AT                                    
BUSINESS/PRODUCT LINE                   ACQUIRED   ACQUISITION     PRODUCT LISTING AT ACQUISITION 
---------------------                   --------   -----------     ------------------------------ 
                                                  (IN MILLIONS)                                   
                                                                                                  
ELECTRICAL GROUP                                                                                  
Leeson Electric Corporation............   2000        $175       AC motors (to 350 horsepower) and
                                                                 DC motors (to 3 horsepower) gear 
                                                                 reducers, gearmotors and drives  
Thomson Technology, Inc................   2000        $ 14       Automatic transfer switches,     
                                                                 paralleling switchgear and       
                                                                 controls, and systems controls   
Lincoln Motors.........................   1999        $ 50       AC motors (1/4 to 800 horsepower)
Marathon Electric Manufacturing                                                                   
  Corporation..........................   1997        $245       AC motors (to 500 horsepower), AC
                                                                 generators (5 kilowatt to 2.5    
                                                                 megawatt), fuse holders, terminal
                                                                 blocks and power blocks          
MECHANICAL GROUP                                                                                  
Spiral bevel gear product line of                                                                 
  Philadelphia Gear....................   2001        $  4       Spiral bevel gears               
Velvet Drive Transmissions.............   1995        $ 27       Marine and industrial            
                                                                 transmissions                    
Hub City, Inc..........................   1992        $ 44       Gear drives, sub-fractional      
                                                                 horsepower gearmotors, mounted   
                                                                 bearings and accessories         
Opperman Mastergear, Ltd. (U.K., U.S.                                                             
  and Germany).........................   1991        $ 20       Manual valve actuators for liquid
                                                                 and gas flow control and         
                                                                 industrial gear drives           

SALES, MARKETING AND DISTRIBUTION                                               

We sell our products directly to original equipment manufacturers and   
distributors across many markets. Our two business segments are divided into    
multiple business units, with each unit typically having its own branded product
offering and sales organization. These sales organizations consist of varying   
combinations of our own internal direct sales people as well as exclusive and   
non-exclusive manufacturers' representative organizations. On a combined basis, 
our individual business units' sales organizations consist of more than 120     
direct sales employees and 430 exclusive and non-exclusive manufacturers'       
representatives from 170 organizations as of January 2002. In 2001, across all  
of our business units, we sold products to more than 6,500 original equipment   
manufacturers and 11,000 distributors.                                          

 We believe that our effective use of information technology significantly
enhances our ability to provide customer focused quality and further            
differentiates us from many of our competitors. Our website allows customers    
easy access to business and product information, and contains the latest product
introductions, distributor information, installation manuals, technical         
bulletins and customer service. For example, through our electrical group       
websites, we have an e-commerce portal that provides our independent            
manufacturers' representatives, distributors and employees with constant access 
to real-time information such as account status, order status, engineering and  
competitive information, stock product availability, pricing and order entry. In
addition, customers are able to search our stock catalogs for motor, gearmotor, 
drive, part or catalog number.                                                  

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MARKETS AND COMPETITORS                                                         

 The overall market for our electrical products is estimated at $8 billion
annually, although we believe that we compete primarily in the industrial sector
of the domestic electric motor market, a $2.5 billion segment of the overall    
market. We believe approximately 60% of all electricity generated in the U.S.   
runs through electric motors. With the acquisitions of Marathon Electric in     
1997, Lincoln Motors in 1999 and Leeson Electric in 2000, we believe we have    
become one of the largest producers of industrial electric motors in the United 
States and hold a market position in this segment close to Baldor Electric      
Company, the current market leader. In addition, we believe that we are the     
largest electric generator manufacturer in the United States that is not        
affiliated with a diesel engine manufacturer. Major domestic competitors for the
electrical group other than Baldor Electric include U.S. Electrical Motors (a   
division of Emerson Electric Co.), Reliance Electric Company (a division of     
Rockwell International), General Electric Company and Newage (a division of     
Cummins, Inc). Major foreign competitors include Siemens AG, Toshiba            
Corporation, Weg S.A., Leroy-Somer, Inc. and ABB Ltd.                           

 Our mechanical group serves various markets and competes with a number of
different companies depending on the particular product offering. We believe    
that we are the leading manufacturer of several products offered by our         
mechanical group and that we are the leading manufacturer in the United States  
of worm gear drives and bevel gear drives. Our competitors in these markets     
include Boston Gear (a division of Colfax Corporation), Reliance Electric       
Company (a division of Rockwell International), Emerson Electric Co. and        
Winsmith (a division of Peerless-Winsmith, Inc.). Major foreign competitors     
include SEW Eurodrive GmbH & Co., Flender GmbH, Sumitomo Corporation and Zahnrad
Fabrik GmbH & Co.                                                               

During the past several years, niche product market opportunities have  
become more prevalent due to changing market conditions. Our markets have also  
been impacted by decisions by larger manufacturers not to compete in lower      
volume or specialized markets. Other manufacturers, which historically may have 
made component products for inclusion in their finished goods, have chosen to   
outsource their requirements to specialized manufacturers like us because we can
make these products more cost effectively. In addition, we have capitalized on  
this competitive climate by making acquisitions and increasing our manufacturing
efficiencies. Some of these acquisitions have created new opportunities by      
allowing us to enter new markets in which we had not been involved. In practice,
our operating units have sought out specific niche markets concentrating on a   
wide diversity of customers and applications. We believe that we compete        
primarily on the basis of quality, price, service and our promptness of         
delivery.                                                                       

PRODUCT DEVELOPMENT AND ENGINEERING                                             

   Each of our business units has its own product development and design teams
that continuously enhance our existing products and develop new products for our
growing base of customers that require custom solutions. We have one of the     
electric motor industry's most sophisticated product development and testing    
laboratories. We believe these capabilities provide a significant competitive   
advantage in the development of high quality motors and electric generators     
incorporating leading design characteristics such as low vibration, low noise,  
improved safety, reliability and enhanced energy efficiency. An example of the  
success of our research and development efforts is our recently introduced line 
of microMAX(TM) AC inverter duty motors, which won the 2001 "Product of the     
Year" award in its category from Plant Engineering magazine.                    
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  We are continuing to expand our business by developing new, differentiated
products in each of our business segments. We work closely with our customers to
develop new products or enhancements to existing products that improve          
performance and meet their needs. For example, we have redesigned more than 50% 
of our electric motor line to meet the new NEMA Premium Compliant Electric Motor
standards. These redesigned motors offer increased efficiency that results in   
significant cost savings for customers over previous models. In addition, we    
have recently introduced many new product lines, including a line of AC inverter
duty motors, a line of high efficiency, low vibration severe duty electric      
motors and large frame 1 1/2 to 4 megawatt electric generators. Furthermore, in 
2002, we plan to introduce various new products, including a line of high       
efficiency helical worm, helical bevel and parallel shaft drives. This new line 
of drives will complement our existing high efficiency helical in-line drives   
and will allow us to compete more effectively in this growing segment of the    
gear drive market.                                                              

MANUFACTURING AND OPERATIONS                                                    

  Our vertically integrated manufacturing operations, including our own cast
iron foundry and aluminum die casting and steel stamping operations, are an     
important element of our rapid response capabilities. In addition, we have an   
extensive internal logistics operation that consists of 56 semi-tractors and 90 
semi-trailers and a network of distribution facilities with the capability to   
modify stock products to quickly meet specific custom requirements in many      
instances.                                                                      

We manufacture a majority of the products that we sell but also         
strategically outsource components and finished goods to an established global  
network of suppliers. Although we have aggressively pursued global sourcing to  
reduce our overall costs, we still maintain a dual sourcing capability in our   
existing domestic facilities to ensure a reliable supply source for our         
customers. Most of our operating units conduct their manufacturing operations   
independently in one or more facilities. Our electrical group businesses, other 
than Marathon Special Products and Thomson Technology, are operated as part of  
our motor technologies group, which also has responsibility for all power       
generation operations, including sales and marketing. We regularly invest in    
machinery and equipment and other improvements to, and maintenance of, our      
facilities. Additionally, we have typically obtained significant amounts of     
quality capital equipment as part of our acquisitions, often increasing overall 
capacity and capability.                                                        

The manufacturing operations of both our electrical group and mechanical
group are highly integrated. Although raw materials and selected parts such as  
bearings and seals are purchased, this vertical integration permits us to       
produce most of our required component parts when needed. We believe this       
results in lower production costs, greater manufacturing flexibility and higher 
product quality, as well as reducing our reliance on outside suppliers. Base    
materials for our products consist primarily of: steel in various types and     
sizes, including bearings and weldments; copper magnet wire; and ferrous and    
non-ferrous castings. We purchase our raw materials from many suppliers and,    
with few exceptions, do not rely on any single supplier for any of our base     
materials.                                                                      

    We have also continued to upgrade our manufacturing equipment and processes,
including increasing our use of computer aided manufacturing systems, developing
our own testing systems, redesigning plant layout and redesigning products to   
take full advantage of our more productive equipment and to improve product     
flow. We believe that our continued product                                     

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redesign and efficient plant layout often provide us with a competitive cost    
advantage in our manufacturing operation. Our goal is to be a low cost producer 
in our core product areas.                                                      

FACILITIES                                                                      

 We have manufacturing, sales and service facilities throughout the United
States and Canada and in Europe and the Far East. Our electrical group currently
operates 38 manufacturing and service and distribution facilities. The          
electrical group's present operating facilities contain a total of approximately
2,091,000 square feet of space of which approximately 622,000 square feet are   
leased. Our mechanical group currently operates 19 manufacturing and service and
distribution facilities. The mechanical group's present operating facilities    
contain a total of approximately 1,530,000 square feet of space of which        
approximately 57,000 square feet are leased. Our principal executive offices are
located in Beloit, Wisconsin in an owned approximately 24,000 square foot office
building. We believe our equipment and facilities are well maintained and       
adequate for our present needs. The following table provides information        
regarding our principal facilities.                                             

                                                        [Enlarge/Download Table]

                                                       SQUARE                             
LOCATION                                               FOOTAGE  STATUS  DESCRIPTION OF USE
--------                                               -------  ------  ------------------
                                                                                          
ELECTRICAL GROUP(1)                                                                       
Wausau, WI............................................ 498,000   Owned  Manufacturing     
Grafton, WI........................................... 230,000   Owned  Manufacturing     
Lebanon, MO........................................... 187,000   Owned  Manufacturing     
Indianapolis, IN...................................... 186,000  Leased  Warehouse         
Lima, OH.............................................. 107,000   Owned  Manufacturing     
Blytheville, TX....................................... 107,000  Leased  Manufacturing     
West Plains, MO....................................... 100,000   Owned  Manufacturing     
Black River Falls, WI.................................  83,000   Owned  Manufacturing     
Lincoln, MO...........................................  80,000   Owned  Manufacturing     
Bowling Green, OH.....................................  67,000   Owned  Manufacturing     
Langley, British Columbia.............................  58,000  Leased  Manufacturing     
Mississauga, Ontario..................................  58,000   Owned  Manufacturing     
Niellsville, WI.......................................  50,000   Owned  Manufacturing     
Wausau, WI............................................  36,000   Owned  Warehouse         
West Plains, MO.......................................  33,000  Leased  Warehouse         
Saukville, WI.........................................  30,000   Owned  Manufacturing     
Grafton, WI...........................................  20,000  Leased  Manufacturing     
Brownsville, TX.......................................  18,000  Leased  Warehouse         

---------------                                                                 

(1) In addition, we have 20 service and distribution facilities totaling 143,000
 square feet throughout the United States and Canada and in Europe and the
Far East.                                                               

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                                                        [Enlarge/Download Table]

                                                       SQUARE                             
LOCATION                                               FOOTAGE  STATUS  DESCRIPTION OF USE
--------                                               -------  ------  ------------------
                                                                                          
MECHANICAL GROUP                                                                          
Chicago, IL........................................... 283,000   Owned  Manufacturing     
Aberdeen, SD.......................................... 165,000   Owned  Manufacturing     
New Bedford, MA....................................... 145,000   Owned  Manufacturing     
Shopiere, WI.......................................... 132,000   Owned  Manufacturing     
Liberty, SC........................................... 114,000   Owned  Manufacturing     
Newbury, England......................................  95,000   Owned  Manufacturing     
Anaheim, CA...........................................  89,000   Owned  Manufacturing     
Union Grove, WI.......................................  86,000   Owned  Manufacturing     
Maxton, NC............................................  83,000   Owned  Manufacturing     
Mitchell, IN..........................................  83,000   Owned  Manufacturing     
South Beloit, IL......................................  80,000   Owned  Manufacturing     
South Beloit, IL......................................  45,000   Owned  Manufacturing     
Loris, SC.............................................  43,000   Owned  Manufacturing     
Brookings, SD.........................................  30,000   Owned  Manufacturing     
Legnano, Italy........................................  19,000  Leased  Manufacturing     
Oakdale, NY...........................................  10,000  Leased  Manufacturing     
Allentown, PA.........................................  10,000  Leased  Warehouse         
Fort Wayne, IN........................................  10,000  Leased  Warehouse         
Neu-Anspach, Germany..................................   8,000  Leased  Manufacturing     

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL STATEMENTS

    The following discussion and analysis should be read together with "Selected
Consolidated Financial Data" and our consolidated financial statements,         
including the related notes, included elsewhere in this prospectus.             

OVERVIEW                                                                        

 We are a leading manufacturer and marketer of industrial electric motors,
electric power generation components and controls, mechanical motion control    
products, and cutting tools, serving markets predominantly in the United States 
as well as throughout the world. Our business is organized in two segments. Our 
electrical group manufactures and markets a full line of alternating current    
(AC) and direct current (DC) industrial electric motors, electric power         
generation components and controls, and electrical connecting devices. Our      
mechanical group manufactures and markets a broad array of mechanical products, 
including gears and gearboxes, marine transmissions, high-performance automotive
transmissions and ring and pinions, manual valve actuators and cutting tools. We
have grown our business in part during the past several years through a series  
of acquisitions, including the acquisitions of the spiral bevel gear product    
line of Philadelphia Gear Company in January 2001, Leeson Electric Corporation  
in September 2000, Thomson Technology, Inc. in June 2000 and the Lincoln Motors 
business of Lincoln Electric Holdings, Inc. in May 1999. See Note 4 of Notes to 
Consolidated Financial Statements.                                              

  Our business is cyclical and dependent on industrial and consumer spending
and is therefore impacted by the strength of the economy generally, interest    
rates and other factors. The economic slowdown that began in mid-2000 and became
an economic recession in 2001 was the most significant factor in our reduced    
performance in 2001. Our net sales, while reaching a record $663,571,000 in     
2001, 10.9% greater than in 2000, were down 11.4% when the impact of the two    
acquisitions we made in 2000 is excluded. Net income in 2001 was $19,590,000, a 
42.0% reduction from the previous year.                                         

We improved our operating cash flow by more than $29,600,000 in 2001,   
primarily as a result of reductions in receivables and inventories. Combined    
with cash flow from net income, depreciation, and amortization, we generated    
nearly $82,000,000 of operating cash flow in 2001. This enabled us, after       
funding capital expenditures and paying shareholder dividends, to reduce our    
outstanding total debt by nearly $48,000,000 during 2001.                       

RESULTS OF OPERATIONS                                                           

2001 VERSUS 2000                                                                

    Net sales in 2001 were $663,571,000, a 10.9% increase from 2000 net sales of
$598,203,000. Excluding those net sales from the 2000 acquisitions of Leeson    
Electric and Thomson Technology necessary for comparability purposes, our 2001  
net sales were 11.4% below 2000 net sales. This decrease was primarily due to   
reduced sales volumes as a result of the economic recession that impacted both  
of our operating groups. Electrical group net sales increased 29.1% to          
$456,956,000 in 2001 from $353,954,000 in 2000. Excluding the two acquisitions  
we made in 2000, electrical group net sales in 2001 were 8.6% below comparable  
2000. Mechanical group net sales decreased 15.4% to $206,615,000 in 2001 from   
$244,249,000 in 2000.                                                           

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    Our gross profit increased 5.4% to $165,877,000 in 2001 from $157,429,000 in
2000. Gross profit as a percentage of net sales (gross profit margin) declined  
to 25.0% in 2001 from 26.3% in 2000 due primarily to lower production volumes   
resulting from decreasing sales and planned inventory reductions and to         
increased price competition. Income from operations declined 21.7% to           
$56,060,000 in 2001, or 8.4% of net sales, from $71,608,000, or 12.0% of net    
sales, in 2000. The decrease in income from operations as a percentage of net   
sales (operating income margin) was due to a combination of the decrease in     
gross profit margin and an increase in operating expenses as a percentage of net
sales to 16.5% in 2001 from 14.3% in 2000. The increase in operating expenses as
a percentage of net sales was due primarily to the fact that Leeson Electric    
selling expenses, as a percentage of net sales, were greater than those we have 
historically incurred. In addition, a large part of our operating expenses are  
relatively fixed and our goodwill amortization increased by $3.4 million in     
2001. Electrical group operating income margin decreased to 8.8% in 2001 from   
11.5% in 2000 and mechanical group operating income margin declined to 7.7% in  
2001 from 12.6% in 2000. The decrease in electrical group operating income      
margin was due primarily to the increase in operating expenses as a percentage  
of net sales described above. The decrease in mechanical group operating income 
margin resulted from a combination of higher operating expenses as a percentage 
of net sales and to a lower 2001 gross profit margin. See Note 10 of Notes to   
Consolidated Financial Statements.                                              

   Interest expense increased to $22,239,000 in 2001 from $15,332,000 in 2000,
primarily as a result of debt incurred to finance our acquisition of Leeson     
Electric at the end of September 2000. Interest expense decreased steadily by   
quarter in 2001, due to declining interest rates and as a result of our reducing
total debt by nearly $48,000,000 during 2001. The average rate of interest we   
paid on outstanding debt in 2001 was 5.9% as compared to 7.4% in 2000. Because  
our income before income taxes decreased in 2001 from 2000, the impact of non-  
deductible goodwill amortization resulted in an increase in our effective tax   
rate in 2001 to 42.5% of income before income taxes from 40.3% in 2000.         

   Net income decreased 42.0% to $19,590,000 in 2001 from $33,771,000 in 2000.
As a percentage of net sales, net income decreased to 3.0% in 2001 from 5.6% in 
2000. Basic earnings per share were $.94 and diluted earnings per share were    
$.93 in 2001, as compared to $1.61 (both basic and diluted) in 2000,            
representing a 41.6% and 42.2% decrease, respectively.                          

2000 VERSUS 1999                                                                

 Our net sales increased 8.6% to $598,203,000 in 2000 from $550,661,000 in
1999. Electrical group net sales increased 19.7% to $353,954,000 in 2000 from   
$295,694,000 in 1999. This increase reflects a full year of sales from Lincoln  
Motors, which we acquired in 1999. Excluding the Leeson Electric and Thomson    
Technology acquisitions, the increase in 2000 from 1999 was 3.8%. Mechanical    
group net sales decreased 4.2% to $244,249,000 in 2000 from $254,967,000 in     
1999. This decrease was due primarily to broad-based weakness in the            
agriculture, transportation, marine, construction equipment and industrial      
machinery markets, particularly in the second half of 2000. We consider the     
diversity of markets served by our two operating groups as a key asset; however,
new product introductions and increased market penetration achieved in 2000 did 
not offset the broad-based market slowdown.                                     

 All net sales, cost of sales and operating expenses have been restated to
reflect the required accounting change, adopted October 1, 2000, for shipping   
and handling billings and costs. As a result of this accounting change, 2000 net
sales increased $7,919,000, cost of sales increased $17,930,000, and operating  
expenses decreased $10,011,000. Similarly, 1999 net sales increased             
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$6,029,000, cost of sales increased $13,321,000 and operating expenses decreased
$7,292,000. This change had no impact on net income or income from operations in
any period. All prior periods have been restated to reflect this accounting     
change.                                                                         

Gross profit increased 9.2% to $157,429,000 in 2000 from $144,168,000 in
1999. As a percentage of net sales, gross profit margin of 26.3% in 2000 was    
slightly higher than 26.2% in 1999. Income from operations decreased 1.1% to    
$71,608,000 in 2000, or 12.0% of net sales, from $72,440,000, or 13.2% of net   
sales, in 1999. The decrease in operating income margin was due to an increase  
in operating expenses as a percentage of net sales to 14.3% in 2000 from 13.0%  
in 1999. The increased percentage resulted primarily from higher selling        
expenses during 2000 and to Leeson Electric's selling expenses as a percentage  
of net sales being greater than those we have historically incurred. Electrical 
group operating income margin decreased to 11.5% in 2000 from 12.4% in 1999,    
while the mechanical group operating income margin declined to 12.6% in 2000    
from 14.0% in 1999. The operating income margin decrease in the electrical group
resulted primarily from increased selling expenses as a percentage of net sales,
which were partly offset by improvement in gross profit margin from 1999.       
Favorable product mix of sales and improved manufacturing productivity enabled  
the electrical group to more than offset the impact of higher manufacturing     
costs in 2000. The mechanical group decrease was primarily due to a combination 
of lower sales volume, higher raw material, fuel and labor costs, reduced       
production levels and higher selling expenses as a percentage of net sales.     

  Interest expense increased 63.0% to $15,332,000 in 2000 from $9,406,000 in
1999, virtually all as a result of the Leeson Electric acquisition. The higher  
interest expense was due to a combination of borrowing approximately            
$260,000,000 to finance the Leeson Electric acquisition, an increase in the     
interest rate paid on virtually all our debt from 6.9% to 7.9% effective        
September 29, 2000 and increases during the first half of 2000 in the London    
Interbank Offered Rate, or LIBOR, the rate upon which the interest rate we pay  
is based. The average rate of interest we paid on outstanding debt in 2000 was  
7.4% as compared to 5.6% in 1999. Our effective tax rate in 2000 increased to   
40.3% of income before taxes from 39.8% in 1999. The increase was due primarily 
to miscellaneous foreign tax-related items in 2000.                             

   Net income decreased 11.3% to $33,771,000 in 2000 from $38,067,000 in 1999.
Net income as a percentage of net sales decreased to 5.6% in 2000 from 6.9% in  
1999. The reduced percentage was due in part to the impact on the fourth quarter
of the Leeson Electric acquisition, which added net sales but was approximately 
neutral to net income as we had expected, and in part to lower earnings in 2000 
from our other operations. Basic and diluted earnings per share in 2000 were    
$1.61, 11.5% and 10.6% below, respectively, 1999's basic earnings per share of  
$1.82 and diluted earnings per share of $1.80.                                  

LIQUIDITY AND CAPITAL RESOURCES                                                 

Our working capital decreased 13.3% to $161,044,000 at December 31, 2001
from $185,781,000 at December 31, 2000. The decrease resulted primarily from an 
aggregate reduction of more than $33,000,000 in our receivables and inventories 
in 2001. The reduction in our receivables was due primarily to the impact of the
U.S. economic recession on our sales volume and operations and occurred         
primarily in the fourth quarter of 2001. The decrease in inventories was due in 
part to planned reductions in production levels and was made primarily in the   
first nine months of 2001. Despite the reduction in our working capital, our    

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current ratio at December 31, 2001 remained substantially the same as it was at 
December 31, 2000.                                                              

Cash flow from operations increased 57.0% to $81,769,000 in 2001 from   
$52,089,000 in 2000. The major factors contributing to the increased operating  
cash flow were $16,673,000 from reduced receivables and $17,014,000 from reduced
inventories. Cash flow used in investing activities was $18,246,000 in 2001 and 
$285,020,000 in 2000. The 2000 investing activities included the acquisition of 
Leeson Electric. In 2001, capital expenditures were $15,426,000 compared to     
$16,994,000 in 2000. The capital expenditure figures in any year do not include 
the amounts of property, plant and equipment obtained in connection with our    
acquisitions. Such capital additions are included as part of acquisition costs  
under the heading "Business acquisitions" in the Consolidated Statements of Cash
Flows. We currently expect capital expenditures for 2002 to be approximately    
$20,000,000, although our commitments for property, plant and equipment as of   
December 31, 2001 were $431,000. We believe that our present facilities,        
augmented by planned capital expenditures, are sufficient to provide adequate   
capacity for our operations in 2002. Cash flow used in financing activities in  
2001 totaled $59,474,000, of which $48,598,000 on a net basis was used to repay 
debt, $10,022,000 was used to pay shareholder dividends and $1,042,000 was used 
in January 2001 to repurchase 60,700 shares of our common stock at a weighted   
average purchase price of $17.17 per share. We have not repurchased any shares  
of our common stock since January 2001.                                         

   Our primary financing source is our $375,000,000 long-term revolving credit
facility that expires on December 31, 2005. Based on our anticipated borrowing  
needs, we reduced in 2001 the availability under the credit facility from its   
initial level of $450,000,000. Upon completion of this offering, the maximum    
amount of our credit facility will be further reduced to $350,000,000. During   
August 2001, we also amended our credit facility to revise certain financial and
other covenants, which resulted in an increase to the interest rate we currently
pay under the credit facility. Our credit facility requires us to maintain      
specified financial ratios and to satisfy certain financial condition tests. We 
were in compliance with all of these ratios and tests as of December 31, 2001.  
In January 2002, in anticipation that we would not, as of March 31, 2002,       
satisfy the required funded debt to EBITDA ratio specified by our credit        
agreement if we did not complete this offering by that date, we amended our     
credit facility to provide what we believed at that time to be sufficient relief
from the funded debt covenant through May 30, 2002. Upon completion of this     
offering, we believe we will now be able to satisfy the financial ratios and    
tests specified by our credit facility for the foreseeable future, absent       
unexpected changes in general business and economic conditions. If, in the      
future, we fail for any reason to meet the required ratios and tests, then we   
will need to seek additional covenant waivers from our lenders or be in default 
under our credit agreement. Although we believe that we would be able to obtain 
additional covenant relief, if necessary, we cannot assure you that our lenders 
would waive any future failure to meet those ratios and tests. If an event of   
default under our credit facility occurs, then the lenders could elect to       
declare all amounts outstanding under the credit facility, together with accrued
interest, to be immediately due and payable.                                    

 At December 31, 2001, we had, after deducting approximately $2,800,000 of
standby letters of credit, $30,200,000 of available borrowing capacity. We      
believe that the combination of borrowing availability under our credit         
facility, operating cash flow and our ability to access other financial markets 
and to obtain any additional covenant waivers under the credit facility if      
needed will provide sufficient cash availability to finance our existing        
operations for the foreseeable future. Our outstanding total debt of            
$345,787,000 at December 31, 2001                                               

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reflected a reduction of $47,829,000 from $393,616,000 at December 31, 2000. The
debt reduction was due primarily to the application of cash generated from      
operations by the above-mentioned receivables and inventory reductions. See Note
5 of Notes to Consolidated Financial Statements.                                

   As a result of our capital structure, we are exposed to interest rate risk.
Virtually all of our debt is under a credit facility with a variable interest   
rate based on a margin above LIBOR. As a result, interest rate changes impact   
our future earnings and cash flows assuming other factors are constant. A       
hypothetical 10% change in our weighted average borrowing rate on the           
outstanding debt at December 31, 2001, would result in a change in after-tax    
annual earnings of approximately $900,000. We have no material foreign currency 
rate risk. In addition, we do not have any material derivative instruments.     

RECENT ACCOUNTING PRONOUNCEMENTS                                                

On June 30, 2001, the Financial Accounting Standards Board finalized    
Statements of Financial Accounting Standards No. 141, "Business Combinations",  
and No. 142, "Goodwill and Other Intangible Assets". Statement No. 141 requires 
all business combinations initiated after June 30, 2001 to use the purchase     
method of accounting. Under the requirements of Statement No. 142, intangible   
assets meeting specific criteria will be separately identified from goodwill    
acquired in future acquisitions and amortized over their individual useful      
lives. Also, our existing goodwill at June 30, 2001 will no longer be amortized,
effective January 1, 2002. This will eliminate approximately $8,400,000 of      
annual goodwill amortization and have a favorable annual impact on net income of
approximately $6,700,000. As of December 31, 2001, we had goodwill on our       
balance sheet of $312,735,000, relating to our acquisitions of Leeson Electric, 
Marathon Electric and, to a lesser extent, Thomson Technology. The amount of    
goodwill constituted approximately 42.0% of our total assets. An assessment of  
fair value will be used to test for impairment of goodwill on an annual basis or
when circumstances indicate a possible impairment. We have not yet determined   
what the effect of these tests will be on our earnings and financial position,  
however we do not expect the impact to be material.                             

Additionally, Statement No. 143, "Asset Retirement Obligations", and    
Statement No. 144, "Impairment or Disposal of Long-Lived Assets", have been     
issued by the FASB. Adoption of these Statements on January 1, 2002 will not    
have a material adverse effect on our consolidated financial statements.        

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MANAGEMENT AND BOARD OF DIRECTORS 

The following table sets forth information as of December 31, 2001      
concerning our executive officers and directors. All of our officers serve terms
of one year and until their successors are elected and qualified. Our board of  
directors is divided into three classes, with three directors in each class     
serving staggered terms of three years each and until their successors are      
elected and qualified.                                                          

                                                        [Enlarge/Download Table]

                                                                 BUSINESS EXPERIENCE AND        
NAME                       AGE          POSITION                   PRINCIPAL OCCUPATION         
----                       ---  ------------------------  --------------------------------------
                                                                                                
James L. Packard.......... 59   Chairman, President and   Elected Chairman in 1986; Chief       
                                Chief Executive Officer   Executive Officer since 1984;         
                                                          President since 1980; joined the      
                                                          Company in 1979                       
Henry W. Knueppel......... 53   Executive Vice President  Elected Executive Vice President in   
                                and Director              1987; from September, 1997 until      
                                                          December 1999, he also served as      
                                                          President of Marathon Electric        
Kenneth F. Kaplan......... 56   Vice President, Chief     Joined the Company in September, 1996;
                                Financial Officer and     elected Vice President, Chief         
                                Secretary                 Financial Officer in October, 1996 and
                                                          Secretary in April, 1997; previously  
                                                          employed by Gehl Company, West Bend,  
                                                          Wisconsin, as Vice President-Finance  
                                                          and Treasurer                         
David L. Eisenreich....... 58   Vice President and        Elected Vice President and named      
                                President, Motor          President of Motor Technologies Group 
                                Technologies Group        in 2001; Senior Vice President of     
                                                          Operations at Marathon Electric from  
                                                          1997 until 2001; former Senior Vice   
                                                          President of Administration, Vice     
                                                          President of Administration and Vice  
                                                          President of Corporate Industrial     
                                                          Relations at Marathon Electric        
Gary M. Schuster.......... 46   Vice President and        Elected Vice President and named      
                                President, Mechanical     President of Mechanical Components    
                                Components Group          Group in 2001; Vice President of      
                                                          Manufacturing at Marathon Electric    
                                                          from 1999 until 2001; Vice President  
                                                          and General Manager and Manager at    
                                                          Lincoln Electric from 1978 until 1999 
Fritz Hollenbach.......... 47   Vice President,           Named Vice President, Administration  
                                Administration and Human  and Human Resources in 2001; Vice     
                                Resources                 President Human Resources in          
                                                          Mechanical Group from 1994 until 2001;
                                                          Human Resource Manager at             
                                                          Foote-Jones/Illinois Gear from 1991   
                                                          until 1994; Human Resource Manager at 
                                                          Cutting Tools from 1987 until 1991    
Frank E. Bauchiero........ 67   Director                  President and CEO, MKC WorldWide;     
                                                          former President and CEO, Walbro      
                                                          Corporation; former President,        
                                                          Industrial, Dana North America;       
                                                          Director, Rockford Products           
                                                          Corporation, M&I Bank South and       
                                                          Madison-Kipp Corporation              

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                                                                 BUSINESS EXPERIENCE AND        
NAME                       AGE          POSITION                   PRINCIPAL OCCUPATION         
----                       ---  ------------------------  --------------------------------------
                                                                                                
J. Reed Coleman........... 68   Director                  Chairman, MKC WorldWide; Chairman and 
                                                          Director, Madison-Kipp Corporation;   
                                                          Director, Xeruca Corp. and NIBCO, Inc.
John M. Eldred............ 71   Director                  Chairman and Director, The First      
                                                          National Bank & Trust Company of      
                                                          Beloit                                
Stephen N. Graff.......... 67   Director                  Retired Milwaukee Office Managing     
                                                          Partner, Arthur Andersen LLP and      
                                                          Andersen Worldwide S.C.; Director,    
                                                          Northwestern Mutual Series Fund, Inc.,
                                                          Mason Street Funds, Inc., Northwestern
                                                          Mutual Life Insurance Co.,            
                                                          Northwestern Mutual Trust Company,    
                                                          Super Steel Schenectady, Inc., and    
                                                          Super Steel Products Corporation      
Paul W. Jones............. 53   Director                  Chairman, President and CEO, U.S. Can 
                                                          Company; former President and CEO,    
                                                          Greenfield Industries, Inc.; Director,
                                                          Federal Signal Corporation            
G. Frederick Kasten, Jr... 63   Director                  Chairman and Director, Robert W. Baird
                                                          & Co. Incorporated                    
John A. McKay............. 68   Director                  Former President and COO,             
                                                          Harnischfeger Industries, Inc.;       
                                                          Director, The First National Bank &   
                                                          Trust Company of Beloit and Reserve   
                                                          Properties, Inc.                      

DESCRIPTION OF COMMON STOCK 

Our articles of incorporation provide that we have authority to issue   
50,000,000 shares of common stock.                                              

The following summary of some provisions of our common stock is not     
complete. You should refer to our articles of incorporation and our rights      
agreement, which are incorporated by reference as exhibits to the registration  
statement of which this prospectus is a part, and applicable law for more       
information.                                                                    

COMMON STOCK                                                                    

   All of the issued and outstanding shares of our common stock are fully paid
and nonassessable, and the shares of common stock being sold by us will, upon   
completion of the offering, be fully paid and nonassessable, except in each case
for statutory liability under Section 180.0622(2)(b) of the Wisconsin Business  
Corporation Law for unpaid employee wages.                                      

   Our common stock is entitled to such dividends as may be declared from time
to time by our board of directors in accordance with applicable law. Our ability
to pay dividends is dependent upon a number of factors, including our future    
earnings, capital requirements, general financial condition, general business   
conditions and other factors.                                                   

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Except as provided under Wisconsin law, only the holders of common stock
will be entitled to vote for the election of members to our board of directors  
and on all other matters. Holders of our common stock are entitled to one vote  
per share of common stock held by them on all matters properly submitted to a   
vote of shareholders, subject to Section 180.1150 of the Wisconsin Business     
Corporation Law. See "--Statutory Provisions." Shareholders have no cumulative  
voting rights, which means that the holders of shares entitled to exercise more 
than 50% of the voting power are able to elect all of the directors to be       
elected. Our board of directors is divided into three classes, with staggered   
terms of three years each.                                                      

All shares of common stock are entitled to participate equally in       
distributions in liquidation. Holders of common stock have no preemptive rights 
to subscribe for or purchase our shares. There are no conversion rights, sinking
fund or redemption provisions applicable to our common stock. We do not have the
authority to issue any shares of preferred stock.                               

 The transfer agent for our common stock is Equiserve (Fleet National Bank
c/o Equiserve, P.O. Box 43010, Providence, Rhode Island 02940-3010; Investor    
Relations Telephone Number 781-575-3400).                                       

COMMON SHARE PURCHASE RIGHTS                                                    

  We have entered into a rights agreement pursuant to which each outstanding
share of our common stock, including those shares being sold by us pursuant to  
this prospectus, has attached a right to purchase one-half of one share of our  
common stock. Each share of our common stock subsequently issued by us prior to 
the expiration of the rights agreement will likewise have attached a right.     
Under circumstances described below, the rights will entitle the holder of the  
rights to purchase additional shares of our common stock. In this prospectus,   
unless the context requires otherwise, all references to our common stock       
include the accompanying rights.                                                

  Currently, the rights are not exercisable and trade with our common stock.
If the rights become exercisable, then each full right, unless held by a person 
or group that beneficially owns more than 15% of our outstanding common stock,  
will initially entitle the holder to purchase one-half of one share of our      
common stock at a purchase price of $60 per full share, or $30 per half share,  
subject to adjustment. The rights will become exercisable only if a person or   
group has acquired, or announced an intention to acquire, 15% or more of our    
outstanding common stock. Under some circumstances, including the existence of a
15% acquiring party, each holder of a right, other than the acquiring party,    
will be entitled to purchase at the right's then-current exercise price, shares 
of our common stock having a market value of two times the exercise price. If   
another corporation acquires us after a party acquires 15% or more of our common
stock, then each holder of a right will be entitled to receive the acquiring    
corporation's common shares having a market value of two times the exercise     
price. The rights may be redeemed at a price of $0.001 until a party acquires   
15% or more of our common stock and, after that time, may be exchanged for one  
share of our common stock per right until a party acquires 50% or more of our   
common stock. The rights expire on January 28, 2010, subject to extension. Under
the rights agreement, our board of directors may reduce the thresholds          
applicable to the rights from 15% to not less than 10%. The rights do not have  
voting or dividend rights and, until they become exercisable, have no dilutive  
effect on our earnings.                                                         

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CERTAIN ANTI-TAKEOVER PROVISIONS                                                

   Under our articles of incorporation, our board of directors is divided into
three classes of directors serving staggered terms of three years each. Each    
class is to be as nearly equal in number as possible, with one class being      
elected each year. Our articles of incorporation also provide that:             

-   directors may be removed from office only for cause and only with the       
affirmative vote of a majority of the votes entitled to be cast at an   
election of directors;                                                  

-   any vacancy on the board of directors or any newly created directorship may 
be filled by the remaining directors then in office, though less than a 
quorum; and                                                             

-   our shareholders have no cumulative voting rights, which means that the     
    holders of shares of our common stock are entitled to exercise more than 50%
 of the voting power are able to elect all of the directors to be elected.

STATUTORY PROVISIONS                                                            

    Section 180.1150 of the Wisconsin Business Corporation Law provides that the
voting power of shares of public Wisconsin corporations such as us held by any  
person or persons acting as a group in excess of 20% of our voting power is     
limited to 10% of the full voting power of those shares, unless full voting     
power of those shares has been restored pursuant to a vote of shareholders.     
Sections 180.1140 to 180.1144 of the Wisconsin Business Corporation Law contain 
some limitations and special voting provisions applicable to specified business 
combinations involving Wisconsin corporations such as us and a 10% shareholder, 
unless the board of directors of the corporation approves the business          
combination or the shareholder's acquisition of shares before these shares are  
acquired. Similarly, Sections 180.1130 to 180.1133 of the Wisconsin Business    
Corporation Law contain special voting provisions applicable to some business   
combinations involving public Wisconsin corporations, unless specified minimum  
price and procedural requirements are met. Following commencement of a takeover 
offer, Section 180.1134 of the Wisconsin Business Corporation Law imposes       
special voting requirements on share repurchases effected at a premium to the   
market and on asset sales by the corporation, unless, as it relates to the      
potential sale of assets, the corporation has at least three independent        
directors and a majority of the independent directors vote not to have the      
provision apply to the corporation.                                             

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UNDERWRITING

    Under an underwriting agreement dated March 12, 2002, we have agreed to sell
to the underwriters named below the indicated numbers of shares of our common   
stock:                                                                          

                                                                [Download Table]

                                                                NUMBER  
UNDERWRITER                                                    OF SHARES
-----------                                                    ---------
                                                                        
Robert W. Baird & Co. Incorporated..........................   2,501,730
CIBC World Markets Corp. ...................................   1,072,170
                                                               ---------
     Total..................................................   3,573,900
                                                               =========

  The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of our common stock in the offering if any are          
purchased, other than those shares covered by the over-allotment option we      
describe below. The underwriting agreement also provides that if an underwriter 
defaults, the purchase commitments of non-defaulting underwriters may be        
increased or this offering of our common stock may be terminated.               

We have granted to the underwriters a 30-day option to purchase on a    
pro-rata basis up to 536,085 additional shares from us at the public offering   
price less the underwriting discounts and commissions. The option may be        
exercised only to cover any over-allotments of our common stock.                

  The underwriters propose to offer the shares of our common stock initially
at the public offering price on the cover page of this prospectus and to selling
group members at that price less a selling concession of up to $0.68 per share. 
The underwriters and selling group members may allow a discount of $0.10 per    
share on sales to other broker/dealers. After the offering, the representatives 
may change the public offering price and concession and discount to             
broker/dealers. As used in this section:                                        

-   Underwriters are securities broker/dealers that are parties to the          
 underwriting agreement and will have a contractual commitment to purchase
shares of our common stock from us, and the representatives are the two 
firms acting on behalf of the underwriters.                             

-   Selling group members are securities broker/dealers to whom the underwriters
 may sell shares of our common stock at the public offering price less the
 selling concession above, but who do not have a contractual commitment to
purchase shares from us.                                                

-   Broker/dealers are firms registered under applicable securities laws to sell
securities to the public.                                               

-   The syndicate consists of the underwriters and the selling group members.   

 The following table summarizes the compensation and estimated expenses we
will pay. The compensation we will pay to the underwriters will consist solely  
of the underwriting discount, which is equal to the public offering price per   
share of common stock less the amount the underwriters pay to us per share of   
common stock. The underwriters have not received and will not receive from us   
any other item of compensation or expense in                                    

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connection with this offering considered by the National Association of         
Securities Dealers, Inc. to be underwriting compensation under its rules of fair
practice.                                                                       

                                                        [Enlarge/Download Table]

                                       PER SHARE                          TOTAL             
                            -------------------------------  -------------------------------
                               WITHOUT            WITH          WITHOUT            WITH     
                            OVER-ALLOTMENT   OVER-ALLOTMENT  OVER-ALLOTMENT   OVER-ALLOTMENT
                            --------------   --------------  --------------   --------------
                                                                                            
Underwriting discounts and                                                                  
  commissions paid by us...     $1.22            $1.22         $4,360,158       $5,014,182  
Expenses payable by us.....     $0.09            $0.08         $  325,000       $  325,000  

   We have agreed to pay all of the expenses in connection with this offering.
The principal components of the offering expenses payable by us will include the
fees and expenses of our accountants and attorneys, the fees of our registrar   
and transfer agent, the cost of printing this prospectus, the American Stock    
Exchange listing fees and filing fees paid to the Securities and Exchange       
Commission and the National Association of Securities Dealers, Inc.             

We and our directors and key officers have agreed not to offer, sell,   
transfer, pledge, contract to sell, transfer or pledge, or file with the        
Securities and Exchange Commission a registration statement under the Securities
Act of 1933, as amended, relating to any additional shares of our common stock  
or securities convertible into or exchangeable or exercisable for any of shares 
of our common stock without the prior written consent of Robert W. Baird & Co.  
Incorporated for a period of 90 days after the date of this prospectus, except  
that these restrictions will not apply to our ability to grant employee or      
director stock options under the terms of stock option plans in effect on the   
date of this prospectus or to issue our common stock upon any exercise of these 
options. The restrictions will also not apply to transfers by our directors and 
key officers by gift, will or intestacy so long as the transferee agrees not to 
make further transfers of the shares during the 90-day period.                  

  We have agreed to indemnify the underwriters against liabilities under the
Securities Act of 1933, as amended, or to contribute to payments that the       
underwriters may be required to make in that respect.                           

The shares of our common stock are traded on the American Stock Exchange
under the symbol "RBC."                                                         

    Some of the underwriters and their affiliates have provided, and may provide
in the future, advisory and investment banking services to us, for which they   
have received and would receive customary compensation.                         

  G. Frederick Kasten, Jr., the Chairman and a director of Robert W. Baird &
Co. Incorporated (an underwriter of this offering), is one of our directors.    

The representatives on behalf of the underwriters may engage in         
over-allotment transactions, stabilizing transactions and syndicate covering    
transactions in accordance with Regulation M under the Securities Exchange Act  
of 1934, as amended.                                                            

-   Over-allotment involves sales by the underwriters of shares in excess of the
    number of shares the underwriters are obligated to purchase, which creates a
syndicate short position.                                               

-   Stabilizing transactions permit bids to purchase shares of our common stock 
so long as the stabilizing bids do not exceed a specified maximum.      

-   Syndicate covering transactions involve purchases of our common stock in the
open market after the distribution has been completed to cover syndicate
short positions.                                                        

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    These stabilizing transactions and syndicate covering transactions may cause
the price of our common stock to be higher than the price that might otherwise  
exist in the open market. These transactions may be effected on the American    
Stock Exchange or otherwise and, if commenced, may be discontinued at any time. 

WHERE YOU CAN FIND MORE INFORMATION 

 We file annual, quarterly and current reports, proxy statements and other
information with the SEC. We have also filed a registration statement on Form   
S-3, including exhibits, under the Securities Act of 1933 with respect to the   
common stock offered by this prospectus. This prospectus is a part of the       
registration statement, but does not contain all of the information included in 
the registration statement or the exhibits. You may read and copy the           
registration statement and any other document that we file at the SEC's public  
reference rooms at 450 Fifth Street, N.W., Washington D.C., and at regional SEC 
offices in Chicago, Illinois. You can call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. You can also find   
our public filings with the SEC on the Internet at a web site maintained by the 
SEC located at http://www.sec.gov.                                              

 We are "incorporating by reference" specified documents that we file with
the SEC, which means:                                                           

-   incorporated documents are considered part of this prospectus               

-   we are disclosing important information to you by referring you to those    
documents                                                               

-   information we file with the SEC will automatically update and supersede    
information contained in this prospectus                                

INCORPORATION OF INFORMATION BY REFERENCE 

We incorporate by reference the documents we list below and any future  
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the    
Securities Exchange Act of 1934 after the date of this prospectus and before the
end of the offering of our common stock:                                        

-   our Annual Report on Form 10-K for the year ended December 31, 2000         

-   our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001,   
June 30, 2001, and September 30, 2001                                   

-   our Current Reports on Form 8-K dated January 29, 2002, February 1, 2002 and
February 11, 2002                                                       

-   the description of our common stock contained in our Registration Statement 
  on Form 8-B, dated June 10, 1994, and filed with the SEC on June 16, 1994,
including any amendment or report filed for the purpose of updating such
description                                                             

-   the description of our common share purchase rights contained in our        
 Registration Statement on Form 8-A, dated January 28, 2000, including any
amendment or report filed for the purpose of updating such description  

 You may request a copy of any of these filings, at no cost, by writing to
Kenneth F. Kaplan, Vice President, Chief Financial Officer and Secretary,       
Regal-Beloit Corporation, 200 State Street, Beloit, Wisconsin 53511-6254, or by 
calling Mr. Kaplan at (608) 364-8800.                                           

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LEGAL MATTERS 

 The validity of the shares of our common stock offered by this prospectus
will be passed upon for us by Foley & Lardner, Milwaukee, Wisconsin. Some legal 
matters will be passed upon for the underwriters by Quarles & Brady LLP,        
Milwaukee, Wisconsin.                                                           

EXPERTS 

    The audited financial statements and schedules incorporated by reference and
included in this prospectus and elsewhere in the registration statement have    
been audited by Arthur Andersen LLP, independent public accountants, as         
indicated in their reports with respect thereto, and are included herein in     
reliance upon the authority of said firm as experts in accounting and auditing  
in giving said reports.                                                         

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INDEX TO HISTORICAL CONSOLIDATED
FINANCIAL STATEMENTS

                                                                [Download Table]

                                                               PAGE
                                                               ----
                                                                   
Report of Independent Public Accountants....................   F-2 
Consolidated Statements of Income for the Years Ended              
  December 31, 1999, 2000 and 2001..........................   F-3 
Consolidated Balance Sheets as of December 31, 2000 and            
  2001......................................................   F-4 
Consolidated Statements of Cash Flows for the Years Ended          
  December 31, 1999, 2000 and 2001..........................   F-5 
Consolidated Statements of Shareholders' Investment for the        
  Years Ended December 31, 1999, 2000 and 2001..............   F-6 
Notes to Consolidated Financial Statements..................   F-7 

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                        

To the Shareholders of REGAL-BELOIT CORPORATION:                                

    We have audited the accompanying consolidated balance sheets of REGAL-BELOIT
CORPORATION (a Wisconsin Corporation) and subsidiaries as of December 31, 2001  
and 2000, and the related consolidated statements of income, shareholders'      
investment and cash flows for each of the three years in the period ended       
December 31, 2001. These financial statements are the responsibility of the     
Company's management. Our responsibility is to express an opinion on these      
financial statements based on our audits.                                       

We conducted our audits in accordance with auditing standards generally 
accepted in the United States. 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 consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of REGAL-BELOIT
CORPORATION and subsidiaries as of December 31, 2001 and 2000, and the results  
of their operations and their cash flows for each of the three years in the     
period ended December 31, 2001, in conformity with accounting principles        
generally accepted in the United States.                                        

ARTHUR ANDERSEN LLP                                                             

Milwaukee, Wisconsin                                                            
January 29, 2002                                                                

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REGAL-BELOIT CONSOLIDATED STATEMENTS OF INCOME                                  
(In Thousands of Dollars, Except Shares Outstanding and Per Share Data)         

                                                        [Enlarge/Download Table]

                                                          FOR THE YEAR ENDED DECEMBER 31,    
                                                       --------------------------------------
                                                          1999          2000          2001   
                                                       ----------    ----------    ----------
                                                                                             
Net Sales............................................. $  550,661    $  598,203    $  663,571
Cost of Sales.........................................    406,493       440,774       497,694
                                                       ----------    ----------    ----------
  Gross Profit........................................    144,168       157,429       165,877
Operating Expenses....................................     71,728        85,821       109,817
                                                       ----------    ----------    ----------
  Income From Operations..............................     72,440        71,608        56,060
Interest Expense......................................      9,406        15,332        22,239
Interest Income.......................................        220           274           221
                                                       ----------    ----------    ----------
  Income Before Income Taxes..........................     63,254        56,550        34,042
Provision for Income Taxes............................     25,187        22,779        14,452
                                                       ----------    ----------    ----------
  Net Income.......................................... $   38,067    $   33,771    $   19,590
                                                       ==========    ==========    ==========
Earnings Per Share.................................... $     1.82    $     1.61    $      .94
                                                       ==========    ==========    ==========
Earnings Per Share -- Assuming Dilution............... $     1.80    $     1.61    $      .93
                                                       ==========    ==========    ==========
Average Number of Shares Outstanding.................. 20,959,182    20,984,423    20,868,896
                                                       ==========    ==========    ==========
Average Number of Shares -- Assuming Dilution......... 21,169,580    20,996,189    21,124,204
                                                       ==========    ==========    ==========

See accompanying Notes to Consolidated Financial Statements.                    
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REGAL-BELOIT CONSOLIDATED BALANCE SHEETS                                        
(In Thousands of Dollars, Except Share Information)                             

                                                                [Download Table]

                                                                  DECEMBER 31,      
                                                              --------------------- 
                                                                2000        2001    
                                                              ---------   --------- 
                                                                                    
                                      ASSETS                                        
Current Assets:                                                                     
  Cash and cash equivalents.................................  $   2,612   $   6,629 
  Receivables, less allowance for doubtful accounts of                              
    $2,233 in 2001 and $2,031 in 2000.......................     97,032      80,595 
  Income tax receivable.....................................      4,069         182 
  Future income tax benefits................................      9,475       8,420 
  Inventories...............................................    148,741     132,272 
  Prepaid expenses..........................................      3,709       3,401 
                                                              ---------   --------- 
    Total Current Assets....................................    265,638     231,499 
Property, Plant and Equipment:                                                      
  Land and improvements.....................................     11,898      11,867 
  Buildings and improvements................................     84,171      85,170 
  Machinery and equipment...................................    225,617     240,444 
                                                              ---------   --------- 
    Property, Plant and Equipment, at cost..................    321,686     337,481 
  Less--accumulated depreciation............................   (132,608)   (152,608)
                                                              ---------   --------- 
    Net Property, Plant and Equipment.......................    189,078     184,873 
Goodwill....................................................    316,295     312,735 
Other noncurrent assets.....................................     21,396      17,492 
                                                              ---------   --------- 
    Total Assets............................................  $ 792,407   $ 746,599 
                                                              =========   ========= 

                     LIABILITIES AND SHAREHOLDERS' INVESTMENT                       
Current Liabilities:                                                                
  Accounts payable..........................................  $  32,298   $  28,429 
  Dividends payable.........................................      2,509       2,505 
  Accrued compensation and employee benefits................     21,941      20,250 
  Other accrued expenses....................................     22,849      17,303 
  Federal and state income taxes............................        154       1,848 
  Current maturities of long-term debt......................        106         120 
                                                              ---------   --------- 
    Total Current Liabilities...............................     79,857      70,455 
Long-term debt..............................................    393,510     345,667 
Deferred income taxes.......................................     41,063      43,022 
Other noncurrent liabilities................................      4,088       5,304 
Minority interest in consolidated subsidiary................         --       2,001 
Shareholders' Investment:                                                           
  Common stock, $.01 par value, 50,000,000 shares                                   
    authorized, 20,877,249 issued and outstanding in 2001                           
    and 20,912,192 issued and outstanding in 2000...........        210         210 
  Additional paid-in capital................................     41,779      41,967 
  Less--treasury stock, at cost, 159,900 shares in 2001 and                         
    99,200 shares in 2000...................................     (1,685)     (2,727)
  Retained earnings.........................................    234,992     244,564 
  Accumulated other comprehensive loss......................     (1,407)     (3,864)
                                                              ---------   --------- 
    Total Shareholders' Investment..........................    273,889     280,150 
                                                              ---------   --------- 
    Total Liabilities and Shareholders' Investment..........  $ 792,407   $ 746,599 
                                                              =========   ========= 

See accompanying Notes to Consolidated Financial Statements.                    
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REGAL-BELOIT CONSOLIDATED STATEMENTS OF CASH FLOWS                              
(In Thousands of Dollars)                                                       

                                                        [Enlarge/Download Table]

                                                                   FOR THE YEAR ENDED        
                                                                      DECEMBER 31,           
                                                             ------------------------------- 
                                                               1999       2000        2001   
                                                             --------   ---------   -------- 
                                                                                             
CASH FLOWS FROM OPERATING ACTIVITIES:                                                        
Net Income.................................................. $ 38,067   $  33,771   $ 19,590 
Adjustments to reconcile net income to net cash provided                                     
  from operating activities:                                                                 
     Depreciation and amortization..........................   23,052      25,549     31,798 
     Provision for deferred income taxes....................    1,652       7,678      3,014 
     Change in assets and liabilities, net of acquisitions:                                  
          Receivables.......................................    1,093       8,321     16,673 
          Inventories.......................................    7,066      (5,686)    17,014 
          Income tax receivable.............................       --      (4,069)     3,887 
          Current liabilities and other, net................     (673)    (13,475)   (10,207)
                                                             --------   ---------   -------- 
          Net cash provided from operating activities.......   70,257      52,089     81,769 

CASH FLOWS FROM INVESTING ACTIVITIES:                                                        
     Additions to property, plant and equipment.............  (11,422)    (16,994)   (15,426)
     Business acquisitions..................................  (32,083)   (269,232)    (3,629)
     Sale of property, plant and equipment..................       49       2,725        650 
     Other, net.............................................   (1,216)     (1,519)       159 
                                                             --------   ---------   -------- 
     Net cash (used in) investing activities................  (44,672)   (285,020)   (18,246)
CASH FLOWS FROM FINANCING ACTIVITIES:                                                        
     Additions to long-term debt............................    1,000     270,000      2,000 
     Repayment of long-term debt............................  (19,047)    (24,598)   (50,598)
     Repurchase of common stock.............................       --      (1,685)    (1,042)
     Stock issued under option plans........................      726         194        188 
     Dividends paid to shareholders.........................  (10,057)    (10,075)   (10,022)
                                                             --------   ---------   -------- 
     Net cash (used in) provided from financing                                              
       activities...........................................  (27,378)    233,836    (59,474)

EFFECT OF EXCHANGE RATE ON CASH.............................      (26)        (22)       (32)
                                                             --------   ---------   -------- 
     Net increase (decrease) in cash and cash equivalents...   (1,819)        883      4,017 
     Cash and cash equivalents at beginning of year.........    3,548       1,729      2,612 
                                                             --------   ---------   -------- 
     Cash and cash equivalents at end of year............... $  1,729   $   2,612   $  6,629 
                                                             ========   =========   ======== 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                           
     Cash paid during the year for:                                                          
          Interest.......................................... $  9,520   $  14,924   $ 22,607 
          Income Taxes...................................... $ 24,886   $  18,348   $  7,265 

See accompanying Notes to Consolidated Financial Statements.                    
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REGAL-BELOIT CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT                
(In Thousands of Dollars, Except Per Share Data)                                

                                                        [Enlarge/Download Table]

                                                                                             ACCUMULATED            
                                                 COMMON    ADDITIONAL                           OTHER               
                                COMPREHENSIVE  STOCK $.01   PAID-IN    TREASURY  RETAINED   COMPREHENSIVE           
                                   INCOME      PAR VALUE    CAPITAL     STOCK    EARNINGS   INCOME (LOSS)   TOTAL   
                                -------------  ----------  ----------  --------  ---------  -------------  -------- 
                                                                                                                    
BALANCE, DECEMBER 31, 1998.....                   $209      $40,860    $    --   $183,285      $   143     $224,497 
Net Income.....................    $38,067          --           --         --     38,067           --       38,067 
Dividends Declared ($.48 per                                                                                        
  share).......................                     --           --         --    (10,065)          --      (10,065)
Translation Adjustments........       (599)         --           --         --         --         (599)        (599)
                                   -------                                                                          
Comprehensive Income...........    $37,468                                                                          
                                   =======                                                                          
Stock Options Exercised........                      1          725         --         --           --          726 
                                                  ----      -------    -------   --------      -------     -------- 
BALANCE, DECEMBER 31, 1999.....                    210       41,585         --    211,287         (456)     252,626 
Net Income.....................    $33,771          --           --         --     33,771           --       33,771 
Dividends Declared ($.48 per                                                                                        
  share).......................                     --           --         --    (10,066)          --      (10,066)
Translation Adjustments........       (951)         --           --         --         --         (951)        (951)
                                   -------                                                                          
Comprehensive Income...........    $32,820                                                                          
                                   =======                                                                          
Common Stock Repurchased.......                     --           --     (1,685)        --           --       (1,685)
Stock Options Exercised........                     --          194         --         --           --          194 
                                                  ----      -------    -------   --------      -------     -------- 
BALANCE, DECEMBER 31, 2000.....                    210       41,779     (1,685)   234,992       (1,407)     273,889 
Net Income.....................    $19,590          --           --         --     19,590           --       19,590 
Dividends Declared ($.48 per                                                                                        
  share).......................                     --           --         --    (10,018)          --      (10,018)
Translation Adjustments........       (928)         --           --         --         --         (928)        (928)
Additional Pension Liability...     (1,529)         --           --         --         --       (1,529)      (1,529)
                                   -------                                                                          
Comprehensive Income...........    $17,133          --           --         --         --           --           -- 
                                   =======                                                                          
Common Stock Repurchased.......                     --           --     (1,042)        --           --       (1,042)
Stock Options Exercised........                     --          188         --         --           --          188 
                                                  ----      -------    -------   --------      -------     -------- 
BALANCE, DECEMBER 31, 2001.....                   $210      $41,967    $(2,727)  $244,564      $(3,864)    $280,150 
                                                  ====      =======    =======   ========      =======     ======== 

See accompanying Notes to Consolidated Financial Statements.                    

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REGAL-BELOIT                                                                    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
FOR THE THREE YEARS ENDED DECEMBER 31, 2001                                     

(1) NATURE OF OPERATIONS                                                        

REGAL-BELOIT CORPORATION (the Company) is a United States-based         
multinational corporation. The Company is organized into two operating groups,  
the Mechanical Group with its principal line of business in mechanical products 
which control motion and torque, and the Electrical Group, with its principal   
line of business in electric motors and power generation products. The principal
markets for the Company's products and technologies are within the United       
States.                                                                         

(2) ACCOUNTING POLICIES                                                         

PRINCIPLES OF CONSOLIDATION                                                     

 The consolidated financial statements include the accounts of the Company
and its wholly owned and majority owned subsidiaries. The minority interest in  
the earnings of the majority owned consolidated subsidiary is not material.     

REVENUE RECOGNITION                                                             

Sales and related cost of sales for all products are recognized upon    
shipment of the products, as shipments are FOB shipping point.                  

USE OF ESTIMATES                                                                

The preparation of financial statements in conformity with accounting   
principles generally accepted in the U.S. ("GAAP") requires management to make  
estimates and assumptions, in certain circumstances, that affect the reported   
amounts of assets and liabilities and disclosure of contingent assets and       
liabilities at the date of the financial statements and the reported amounts of 
revenue and expense during the reporting period. Actual results could differ    
from those estimates.                                                           

FOREIGN CURRENCY TRANSLATION                                                    

  Net assets of non-U.S. subsidiaries, whose functional currencies are other
than the U.S. Dollar, are translated at the rates of exchange in effect as of   
year-end. Income and expense items are translated at the average exchange rates 
in effect during the year. The translation adjustments relating to net assets   
are recorded directly into a separate component of shareholders' investment.    
Certain other translation adjustments continue to be reported in net income and 
were not significant in any of the three years ended December 31, 2001.         

CASH AND CASH EQUIVALENTS                                                       

Cash and cash equivalents consist primarily of highly liquid investments
with insignificant interest rate risk and original maturities of three months or
less at date of acquisition. The carrying value of cash equivalents closely     
approximates their fair market value.                                           

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REGAL-BELOIT                                                                    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)                       

LIFE INSURANCE POLICIES                                                         

The Company maintains life insurance policies on certain officers and   
management which name the Company as beneficiary. The total face value of these 
policies was $7,963,000 at both December 31, 2001 and 2000. The cash surrender  
value, net of policy loans, is $251,000 and $3,209,000 at December 31, 2001 and 
2000, respectively, and is included as a component of Other Noncurrent Assets.  

INTANGIBLE ASSETS                                                               

The cost of goodwill and other intangible assets is amortized on a      
straight-line basis over the estimated periods benefited ranging from 5 to 40   
years. Goodwill amortization was $8,401,000, $4,994,000 and $3,845,000 in 2001, 
2000 and 1999, respectively. Accumulated goodwill amortization was $23,965,000  
at December 31, 2001 and $15,564,000 at December 31, 2000.                      

Effective January 1, 2002, goodwill will no longer be amortized, in     
accordance with SFAS No. 142, "Goodwill and Other Intangible Assets." Intangible
assets with definitive lives will continue to be amortized. Goodwill and        
intangible assets will be evaluated in 2002 for impairment of their carrying    
values and at least annually thereafter. Earnings will be charged if the        
carrying value of goodwill or an intangible asset exceeds its fair market value.

IMPAIRMENT OF LONG-LIVED ASSETS                                                 

The Company reviews long-lived assets for impairment whenever events or 
changes in circumstances indicate that the carrying amount of these assets may  
not be recoverable. The Company assesses these assets for impairment based on   
estimated future cash flows from these assets.                                  

INVENTORIES                                                                     

  The approximate percentage distribution between major classes of inventory
is as follows:                                                                  

                                                                [Download Table]

                                                               DECEMBER 31,  
                                                              ---------------
                                                              2001       2000
                                                              ----       ----
                                                                             
Raw Material................................................  11%        11% 
Work In Process.............................................  19%        21% 
Finished Goods and Purchased Parts..........................  70%        68% 

Inventories are stated at cost, which is not in excess of market. Cost for      
approximately 87% of the Company's inventory at December 31, 2001 and 89% in    
2000, was determined using the last-in, first-out (LIFO) method. If all         
inventories were valued on the first-in, first-out (FIFO) method, they would    
have increased by $4,417,000 and $3,233,000 as of December 31, 2001 and 2000,   
respectively. Material, labor and factory overhead costs are included in the    
inventories.                                                                    

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REGAL-BELOIT                                                                    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)                       

PROPERTY, PLANT AND EQUIPMENT                                                   

    Property, plant and equipment is stated at cost. Maintenance and repairs are
charged to expense as incurred and major renewals and improvements are          
capitalized.                                                                    

  The cost of property, plant and equipment retired or otherwise disposed of
is removed from the accounts, the accumulated depreciation is removed from      
related reserves, and the net gain or loss is reflected in income.              

  The provisions for depreciation are based on the estimated useful lives of
plant and equipment from the dates of acquisition and are calculated primarily  
using the straight-line method for financial reporting purposes and accelerated 
methods for income tax purposes. The estimated useful lives are:                

                                                                [Download Table]

DESCRIPTION                                                        LIFE     
-----------                                                   --------------
                                                                            
Buildings and Improvements..................................  10 to 45 years
Machinery and Equipment.....................................   3 to 15 years

SHIPPING AND HANDLING REVENUES AND COSTS                                        

  Shipping and handling costs are recorded as costs of sales and the related
billings are recorded as sales.                                                 

RECLASSIFICATIONS                                                               

Certain reclassifications were made to the 2000 and 1999 financial      
statements to conform to the 2001 presentation.                                 

EARNINGS PER SHARE                                                              

   The difference between basic and diluted earnings per share is attributable
to the incremental shares to be issued under the Company's stock option plans   
which totaled 255,308, 11,766 and 210,398 at December 31, 2001, 2000 and 1999,  
respectively.                                                                   

(3) LEASES AND RENTAL COMMITMENTS                                               

Rental expenses charged to operations amounted to $7,314,000 in 2001,   
$4,934,000 in 2000 and $4,189,000 in 1999. The Company has future minimum rental
commitments under operating leases as shown in the following table:             

                                                                [Download Table]

                                                              (IN THOUSANDS
                            YEAR                               OF DOLLARS) 
                            ----                              -------------
                                                                           
2002........................................................     $4,164    
2003........................................................      3,081    
2004........................................................      2,926    
2005........................................................      2,227    
2006........................................................      1,847    
Thereafter..................................................      2,037    

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REGAL-BELOIT                                                                    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)                       

(4) ACQUISITIONS                                                                

On January 16, 2001, the Company acquired, for cash, selected assets of 
Philadelphia Gear Company, which now comprises the Company's spiral bevel gear  
product line. The purchased assets included inventory and selected machinery,   
equipment and tooling. The operating results and assets purchased are not       
material to the performance or financial position of the Company.               

On September 29, 2000, the Company acquired 100% of the stock of Leeson 
Electric Corporation, a private company, for approximately $260,000,000 in cash.
During 2001, the purchase price allocation was finalized and resulted in an     
increase to goodwill of approximately $4,000,000. This resulted in approximately
$86,000,000 of the purchase price being allocated to the net assets acquired,   
and the remaining $174,000,000 being recorded as goodwill. Leeson is a leading  
North American manufacturer and marketer of electric motors and related         
products. On June 29, 2000, the Company acquired the assets and liabilities of  
Thomson Technology, Inc. ("TTI") for approximately $10,000,000. TTI is a        
Vancouver, BC, Canada based manufacturer of power systems controls for the      
worldwide power generation market.                                              

On May 28, 1999, the Company purchased the Lincoln Motors business of   
Lincoln Electric Holdings, Inc., for a cash purchase price of approximately     
$32,100,000. Lincoln Motors manufactures and markets a line of AC electric      
motors from 1 horsepower to 800 horsepower.                                     

(5) LONG-TERM DEBT AND BANK CREDIT FACILITIES                                   

Long-term debt consists of the following:                               

                                                                [Download Table]

                                                                  DECEMBER 31,      
                                                             -----------------------
                                                               2001           2000  
                                                             --------       --------
                                                                  (IN THOUSANDS     
                                                                   OF DOLLARS)      
                                                                                    
Revolving Credit Facility................................... $342,000       $392,500
Other.......................................................    3,787          1,116
                                                             --------       --------
                                                              345,787        393,616
Less--Current maturities....................................      120            106
                                                             --------       --------
Noncurrent portion.......................................... $345,667       $393,510
                                                             ========       ========

    The Company maintains a $375,000,000 revolving credit facility which expires
December 31, 2005 (the "Facility"). The Facility permits the Company to borrow  
at interest rates based upon a margin above LIBOR, which margin varies with the 
ratio of debt to earnings before interest, taxes, depreciation and amortization 
("EBITDA"). These interest rates also vary with LIBOR. The Facility, as amended 
during 2001, restricts the payment of dividends to the current $.12 per quarter 
and also limits acquisitions for cash to $15 million for an individual          
acquisition and to $30 million in the aggregate. The Company has pledged in the 
amended facility the stock of its major subsidiaries as security for this       
agreement. The stock pledge and the dividend and acquisition restrictions are   
subject to release if the Company's                                             

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REGAL-BELOIT                                                                    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)                       

ratio of funded debt to EBITDA meets certain requirements. The Facility also    
includes various financial covenants regarding minimum net worth, permitted debt
levels and minimum interest coverage. The most restrictive financial covenant   
included in the Facility is the ratio of funded debt to EBITDA. This covenant   
ratio was 4.15 at December 31, 2001, but declines in future quarters throughout 
2002 to 3.25 at December 31, 2002. The Company was in compliance with all       
financial covenants as of December 31, 2001.                                    

    The average balance outstanding under the Facility in 2001 was $372,512,000.
The average interest rate paid under the Facility in 2001 was 5.9% and was 4.2% 
at December 31, 2001. The Company had $30,200,000 of available borrowing        
capacity, after deducting approximately $2,800,000 for standby letters of       
credit, under the Facility at December 31, 2001. (See Management's Discussion   
and Analysis of Financial Statements, "Liquidity and Capital Resources").       

The Company also has other loans with a total balance outstanding of    
$3,787,000 at December 31, 2001. The largest is a $2,000,000 industrial         
development bond issue completed on September 6, 2001.                          

Based on the borrowing rates currently available to the Company for bank
loans with similar terms and average maturities, the fair market value of       
long-term debt is not materially different from the carrying value.             

Maturities of long-term debt are as follows:                            

                                                                [Download Table]

                                                              (IN THOUSANDS
YEAR                                                           OF DOLLARS) 
----                                                          -------------
                                                                           
2002........................................................    $    120   
2003........................................................         107   
2004........................................................         232   
2005........................................................     342,222   
2006........................................................         678   
Thereafter..................................................       2,428   
                                                                --------   
Total.......................................................    $345,787   
                                                                ========   

(6) CONTINGENCIES                                                               

    The Company is, from time to time, party to lawsuits arising from its normal
business operations. It is believed that the outcome of these lawsuits will have
no material effect on the Company's financial position or its results of        
operations.                                                                     

(7) RETIREMENT PLANS                                                            

The Company has a number of retirement plans that cover most of its     
employees. The plans include defined contribution plans and defined benefit     
plans. The defined contribution plans provide for company contributions based,  
depending on the plan, upon one or more of participant contributions, service   
and profits. Company contributions to defined contribution plans totaled        
$3,329,000, $4,628,000 and $4,820,000 in 2001, 2000 and 1999, respectively.     
Benefits provided under defined benefit plans are based, depending on the plan, 
on employees'                                                                   

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REGAL-BELOIT                                                                    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)                       

average earnings and years of credited service, or a benefit multiplier times   
years of service. Funding of these qualified defined benefit plans is in        
accordance with federal laws and regulations.                                   

Net periodic pension benefit costs for the defined benefit plans were as
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                           2001      2000      1999   
                                                          -------   -------   ------- 
                                                           (IN THOUSANDS OF DOLLARS)  
                                                                                      
Service cost............................................. $ 1,330   $ 1,253   $ 1,375 
Interest cost............................................   3,078     2,993     2,809 
Expected return on plan assets...........................  (5,410)   (4,858)   (4,158)
Net amortization and deferral............................    (355)     (125)       58 
                                                          -------   -------   ------- 
Net periodic (income) expense............................ $(1,357)  $  (737)  $    84 
                                                          =======   =======   ======= 

 The following table presents a reconciliation of the funded status of the
defined benefit plans using an assumed discount rate of 7.5% in 2001 and 2000,  
annual compensation increases of 3.75% in 2001 and 4.5% in 2000, and an assumed 
long-term rate of return on plan assets of 9.0% in 2001 and 2000.               

                                                                [Download Table]

                                                               2001          2000   
                                                             --------      -------- 
                                                                (IN THOUSANDS OF    
                                                                    DOLLARS)        
                                                                                    
Change in projected benefit obligation:                                             
Obligation at beginning of period........................... $ 41,042      $ 39,909 
Service cost................................................    1,330         1,253 
Interest cost...............................................    3,078         2,993 
Change in assumptions.......................................     (882)       (1,293)
Plan amendments.............................................      403           131 
Benefits paid...............................................   (1,863)       (1,951)
                                                             --------      -------- 
Obligation at end of period.................................   43,108        41,042 
                                                             --------      -------- 
Change in fair value of plan assets:                                                
Fair value of plan assets at beginning of period............   60,844        60,601 
Actual (loss) return on plan assets.........................  (11,582)        1,827 
Employer contributions......................................      282           367 
Benefits paid...............................................   (1,863)       (1,951)
                                                             --------      -------- 
Fair value of plan assets at end of period..................   47,681        60,844 
                                                             --------      -------- 
Funded status...............................................    4,573        19,802 
Unrecognized net actuarial loss (gain)......................    3,251       (13,289)
Unrecognized prior service costs............................    1,252           924 
                                                             --------      -------- 
Net amount recognized....................................... $  9,076      $  7,437 
                                                             ========      ======== 

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REGAL-BELOIT                                                                    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)                       

                                                                [Download Table]

                                                               2001          2000   
                                                             --------      -------- 
                                                                (IN THOUSANDS OF    
                                                                    DOLLARS)        
                                                                                    
Amounts recognized in balance sheets:                                               
  Prepaid benefit cost...................................... $ 11,077      $ 10,728 
  Accrued benefit liability.................................   (3,906)       (3,291)
  Intangible asset..........................................      376            -- 
  Accumulated other comprehensive loss......................    1,529            -- 
                                                             --------      -------- 
  Net amount recognized..................................... $  9,076      $  7,437 
                                                             ========      ======== 

The projected benefit obligation, accumulated benefit obligation and fair value 
of plan assets for the defined benefit plans with accumulated benefit           
obligations in excess of plan assets were $7,740,000, $7,699,000 and $4,094,000,
respectively, as of December 31, 2001, and $3,105,000, $3,054,000 and $0,       
respectively, as of December 31, 2000.                                          

(8) SHAREHOLDERS' INVESTMENT                                                    

   The Company has one stock option plan available for new grants to officers,
directors and key employees, the 1998 Stock Option Plan. Additionally, the      
Company's 1987 Stock Option Plan and 1991 Flexible Stock Incentive Plan, which  
have expired as to new grants, have shares previously granted remaining         
outstanding. Options under all the plans were granted at prices that equalled   
the market value on the date of the grant and with a maximum term of 10 years   
from the date of grant. Options vest over various periods up to 10 years. A     
summary of the Company's three stock option plans follows:                      

                                                        [Enlarge/Download Table]

                                                          AT DECEMBER 31, 2001       
                                                   ----------------------------------
                                                   1987 PLAN   1991 PLAN    1998 PLAN
                                                   ---------   ----------   ---------
                                                                                     
Total Plan shares.................................  450,000    1,000,000    1,000,000
Options granted...................................  449,850      762,882      705,400
Options outstanding...............................   38,700      731,324      690,100
Options available for grant.......................       --           --      294,600

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REGAL-BELOIT                                                                    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)                       

A summary of the status of the Company's three stock option plans as of 
December 31, 2001, 2000 and 1999, and changes during the years then ended is    
presented below:                                                                

                                                        [Enlarge/Download Table]

                                   2001                          2000                          1999            
                       ----------------------------  ----------------------------  ----------------------------
                                   WEIGHTED AVERAGE              WEIGHTED AVERAGE              WEIGHTED AVERAGE
                        SHARES      EXERCISE PRICE    SHARES      EXERCISE PRICE    SHARES      EXERCISE PRICE 
                       ---------   ----------------  ---------   ----------------  ---------   ----------------
                                                                                                               
Outstanding at                                                                                                 
  beginning of                                                                                                 
  year...............  1,477,718        $18.01       1,430,682        $18.47         839,018        $14.18     
Granted..............     41,850         18.71         134,750         18.14         705,700         22.65     
Exercised............    (26,194)         7.52         (26,018)         6.97         (78,336)         9.33     
Forfeited............    (33,250)        21.28         (61,696)        22.61         (35,700)        23.43     
                       ---------        ------       ---------        ------       ---------        ------     
Outstanding at end of                                                                                          
  year...............  1,460,124        $18.49       1,477,718        $18.01       1,430,682        $18.47     
Options exercisable                                                                                            
  at year-end........    889,824                       865,968                       656,265                   

The following table provides information on the three Plans at various  
exercise price ranges:                                                          

                                                        [Enlarge/Download Table]

                                                          RANGE OF EXERCISE PRICES                        
                                  ------------------------------------------------------------------------
                                  $7.18-$10.78   $10.79-$16.18   $16.19-$24.27   $24.28-$32.44     TOTAL  
                                  ------------   -------------   -------------   -------------   ---------
                                                                                                          
Options outstanding at                                                                                    
  12/31/01.......................   355,510         34,464          963,300         106,850      1,460,124
Options exercisable at                                                                                    
  12/31/01.......................   355,510         29,464          401,000         103,850        889,824

 The Company accounts for its stock option plans under APB Opinion No. 25.
Accordingly, no compensation cost has been recognized in the statements of      
income. Had compensation cost for these plans been determined consistent with   
FASB Statement No. 123 "Accounting for Stock-Based Compensation", the Company's 
net income and earnings per share ("EPS") would have been reduced to the        
following pro-forma amounts:                                                    

                                                        [Enlarge/Download Table]

                                                           2001      2000      1999  
                                                          -------   -------   -------
                                                                (IN THOUSANDS,       
                                                            EXCEPT PER SHARE DATA)   
                                                                                     
Net income:                                                                          
  As Reported............................................ $19,590   $33,771   $38,067
  Pro Forma.............................................. $18,886   $33,018   $36,532
Earnings Per Share                                                                   
  As Reported............................................ $   .94   $  1.61   $  1.82
  Pro Forma.............................................. $   .91   $  1.57   $  1.74
Earnings Per Share -- Assuming Dilution                                              
  As Reported............................................ $   .93   $  1.61   $  1.80
  Pro Forma.............................................. $   .89   $  1.57   $  1.73

   The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average      
assumptions used for grants in 2001, 2000 and 1999, respectively: risk-free     
interest rates of 5.1%, 6.3% and 5.4%;                                          

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REGAL-BELOIT                                                                    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)                       

expected dividend yield of 2.5% for all years; expected option lives of 7.0 for 
all years; expected volatility of 33% in both 2001 and 2000, and 32% in 1999.   

 On January 28, 2000, the Board of Directors approved a Shareholder Rights
Plan (the "Plan"). Pursuant to this Plan, one common share purchase right is    
included with each outstanding share of common stock. In the event the rights   
become exercisable, each right will initially entitle its holder to buy one-half
of one share of the Company's common stock at a price of $60 per share          
(equivalent to $30 per one-half share), subject to adjustment. The rights will  
become exercisable if a person or group acquires, or announces an offer for, 15%
or more of the Company's common stock. In this event, each right will thereafter
entitle the holder to purchase, at the right's then-current exercise price,     
common stock of the Company or, depending on the circumstances, common stock of 
the acquiring corporation having a market value of twice the full share exercise
price. The rights may be redeemed by the Company at a price of one-tenth of one 
cent per right at any time prior to the time a person or group acquires 15% or  
more of the Company's common stock. The rights expire on January 28, 2010,      
unless otherwise extended.                                                      

The Board of Directors approved in 2000 a repurchase program of up to   
2,000,000 common shares of Company stock. Management was authorized to effect   
purchases from time to time in the open market or through privately negotiated  
transactions. Through December 31, 2001, the Company repurchased 159,900 shares 
at an average purchase price of $17.06 per share. Management ceased repurchases 
in January 2001.                                                                

(9) INCOME TAXES                                                                

Earnings before income taxes consisted of the following:                

                                                                [Download Table]

                                                          2001      2000      1999  
                                                         -------   -------   -------
                                                          (IN THOUSANDS OF DOLLARS) 
                                                                                    
United States........................................... $30,213   $55,879   $62,143
Foreign.................................................   3,829       671     1,111
                                                         -------   -------   -------
Total................................................... $34,042   $56,550   $63,254
                                                         =======   =======   =======

The provision for income taxes is summarized as follows:                

                                                                [Download Table]

                                                          2001      2000      1999  
                                                         -------   -------   -------
                                                          (IN THOUSANDS OF DOLLARS) 
                                                                                    
Current                                                                             
  Federal............................................... $ 9,155   $12,858   $20,594
  State.................................................   1,186     1,995     2,321
  Foreign...............................................   1,097       248       620
                                                         -------   -------   -------
                                                          11,438    15,101    23,535
Deferred................................................   3,014     7,678     1,652
                                                         -------   -------   -------
                                                         $14,452   $22,779   $25,187
                                                         =======   =======   =======

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REGAL-BELOIT                                                                    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)                       

   A reconciliation of the statutory Federal income tax rate and the effective
tax rate reflected in the statements of income follows:                         

                                                                [Download Table]

                                                             2001   2000   1999 
                                                             ----   ----   ---- 
                                                                                
Federal statutory tax rate.................................. 35.0%  35.0%  35.0%
State income taxes, net of Federal benefit.................. 2.3    2.5     3.0 
Nondeductible goodwill amortization......................... 4.0    2.4     2.3 
Other, net.................................................. 1.2     .4     (.5)
                                                             ----   ----   ---- 
Effective tax rate.......................................... 42.5%  40.3%  39.8%
                                                             ====   ====   ==== 

   Deferred taxes arise primarily from differences in amounts reported for tax
and financial statement purposes. The Company's net deferred tax liability as of
December 31, 2001 of $34,602,000 is classified on the consolidated balance sheet
as a current income tax benefit of $8,420,000 and a long-term deferred income   
tax liability of $43,022,000. The December 31, 2000 net deferred tax liability  
was $31,588,000, consisting of a current income tax benefit of $9,475,000 and a 
long-term deferred income tax liability of $41,063,000. The components of this  
net deferred tax liability are as follows:                                      

                                                                [Download Table]

                                                                  DECEMBER 31       
                                                             ---------------------- 
                                                               2001          2000   
                                                             --------      -------- 
                                                                (IN THOUSANDS OF    
                                                                    DOLLARS)        
                                                                                    
Federal operating loss carry forward........................ $    277      $    401 
Accrued employee benefits...................................    1,349         1,495 
Bad debt reserve............................................      768           443 
Warranty reserve............................................      682         1,067 
Other.......................................................      215         2,542 
                                                             --------      -------- 
  Deferred tax assets.......................................    3,291         5,948 
Property related............................................  (29,121)      (29,643)
Inventory...................................................   (4,935)       (3,608)
Other.......................................................   (3,837)       (4,285)
                                                             --------      -------- 
  Deferred tax liabilities..................................  (37,893)      (37,536)
                                                             --------      -------- 
Net deferred tax liability.................................. $(34,602)     $(31,588)
                                                             ========      ======== 

(10) INDUSTRY SEGMENT INFORMATION                                               

The Company's reportable segments are strategic businesses that offer   
different products and services. The Company has two such reportable segments:  
Mechanical Group and Electrical Group. The Mechanical Group produces mechanical 
speed reducers and related products for sale to original equipment manufacturers
and distributors. The Electrical Group produces electric motors, power          
generation equipment and related products for sale to original equipment        
manufacturers and distributors.                                                 

The Company evaluates performance based on the segments' income from    
operations. Corporate costs have been allocated to each group based primarily on
the net sales of each                                                           

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REGAL-BELOIT                                                                    
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)                       

group. The reported net sales of each segment are solely from external          
customers. No single customer accounts for 10% or more of the Company's net     
sales.                                                                          

   The Company's products manufactured and sold outside the United States were
approximately 8%, 4% and 3% of net sales in 2001, 2000 and 1999, respectively.  
Export sales from U.S. operations were approximately 6% of net sales in 2001, 6%
in 2000 and 7% in 1999.                                                         

  Pertinent data for each industry segment in which the Company operated for
the three years ended December 31, 2001 is as follows:                          

                                                        [Enlarge/Download Table]

                                                                              DEPRECIATION
                                   INCOME FROM   IDENTIFIABLE     CAPITAL         AND     
                        NET SALES  OPERATIONS       ASSETS      EXPENDITURES  AMORTIZATION
                        ---------  -----------   ------------   ------------  ------------
                                            (IN THOUSANDS OF DOLLARS)                     
                                                                                          
2001                                                                                      
MECHANICAL GROUP....... $206,615     $15,872       $125,201       $ 5,110       $ 8,824   
ELECTRICAL GROUP.......  456,956      40,188        621,398(A)     10,316        22,974   
                        --------     -------       --------       -------       -------   
TOTAL REGAL-BELOIT..... $663,571     $56,060       $746,599       $15,426       $31,798   
                        ========     =======       ========       =======       =======   
2000                                                                                      
Mechanical Group....... $244,249     $30,794       $142,145       $ 6,515       $ 9,663   
Electrical Group.......  353,954      40,814        650,262(A)     10,479        15,886   
                        --------     -------       --------       -------       -------   
Total REGAL-BELOIT..... $598,203     $71,608       $792,407       $16,994       $25,549   
                        ========     =======       ========       =======       =======   
1999                                                                                      
Mechanical Group....... $254,967     $35,732       $145,391       $ 4,257       $10,910   
Electrical Group.......  295,694      36,708        362,774(A)      7,165        12,142   
                        --------     -------       --------       -------       -------   
Total REGAL-BELOIT..... $550,661     $72,440       $508,165       $11,422       $23,052   
                        ========     =======       ========       =======       =======   

------------------                                                              

(A) Includes $312,735 in 2001, $316,295 in 2000 and $143,314 in 1999 of goodwill
relating to Electrical Group acquisitions.                              

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REGAL-BELOIT CORPORATION

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B4’ Filing		Date		First		Last			Other Filings
		1/28/10		36		56
		12/31/05		16		51			5
		3/31/03		14					10-Q,  8-K
		12/31/02		14		52			10-K
		9/30/02		14					10-Q
		6/30/02		14					10-Q
		5/30/02		32
		4/15/02		17
		3/31/02		14		32			10-Q
		3/15/02		4
Filed on:		3/13/02
		3/12/02		1		38			POS462B,  S-3MEF
		3/8/02		17
		2/11/02		40					8-K
		2/1/02		40					8-K,  S-3
		1/29/02		40		43			8-K
		1/1/02		33		49
		12/31/01		6		58			10-K405,  DEF 14A
		9/30/01		40					10-Q
		9/6/01		52
		6/30/01		33		40			10-Q
		3/31/01		40					10-Q
		1/16/01		51
		12/31/00		31		57			10-K,  11-K,  DEF 14A
		10/1/00		30
		9/29/00		12		51			8-K
		6/29/00		51					11-K
		1/28/00		40		56			8-K
		12/31/99		42		55			10-K,  11-K,  DEF 14A
		5/28/99		51
		12/31/98		19		47			10-K,  11-K,  11-K/A,  DEF 14A
		12/31/97		19					10-K,  11-K,  DEF 14A
		3/26/97		12		19			8-K/A
		6/16/94		40
		6/10/94		40
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