 March 26, 2010 Via EDGAR and Facsimile | ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foley.com WRITER’S DIRECT LINE 414.297.5817 jlochmann@foley.com EMAIL CLIENT/MATTER NUMBER 015428-0122 | ||
Mr. Russell Mancuso Branch Chief Mail Stop 3030 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 | |||
| Re: | Regal-Beloit Corporation |
Registration Statement on Form S-4
Filed March 5, 2010
File No. 333-165270
Dear Mr. Mancuso:
On behalf of our client, Regal Beloit Corporation, a Wisconsin corporation (the “Company”), set forth below is the Company’s response to the comment of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated March 17, 2010 (the “Comment Letter”), with respect to the above-referenced filing (the “Form S-4”). The comment of the Staff is repeated below (in bold italics), followed by the Company’s response (in regular type).
| 1. | Please file the Part III information that you incorporate by reference into your Form 10-K for the fiscal year ended January 2, 2010 before requesting acceleration of your Form S-4. Refer to Securities Act Forms Compliance and Disclosure Interpretations Question 123.01. |
The Company respectfully advises the Staff that the Part III information incorporated by reference into the Company’s Form 10-K for the fiscal year ended January 2, 2010 was filed on March 26, 2010 as part of the Company’s Definitive Proxy Statement on Schedule 14A.
In the event that the Company requests acceleration of the effective date of the Form S-4, it will furnish a letter to the Staff in the form described in the Comment Letter.
* * *
BOSTON BRUSSELS CHICAGO DETROIT | JACKSONVILLE LOS ANGELES MADISON MIAMI | MILWAUKEE NEW YORK ORLANDO SACRAMENTO | SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SHANGHAI | SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |
MILW_9905450.2
Mr. Russell Mancuso
March 26, 2010
Page 2
If the Staff has any questions with respect to the foregoing, please contact the undersigned at (414) 297-5817, Benjamin F. Garmer, III at (414) 297-5765 or Jay O. Rothman at (414) 297-5644.
Very truly yours,
/s/ Jessica S. Lochmann
Jessica S. Lochmann
Enclosure
| cc: | Gabriel Eckstein |
| Securities and Exchange Commission |
| Paul J. Jones |
| Regal Beloit Corporation |
| Benjamin F. Garmer, III |
| Jay O. Rothman |
| Foley & Lardner LLP |