Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Banta Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 39-0148550
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
225 Main Street
Menasha, Wisconsin 54952
(414) 751-7777
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Ronald D. Kneezel with a copy to:
Vice President, General Counsel
and Secretary Bernard S. Kubale
Banta Corporation Foley & Lardner
225 Main Street 777 East Wisconsin Avenue
Menasha, Wisconsin 54952 Milwaukee, Wisconsin 53202
(414) 751-7777 (414) 271-2400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
___________________________________________________
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. /X/
__________________
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed Maximum
Class of Maximum Aggregate Amount of
Securities Amount Offering Offering Registration
to be to be Price Price Fee
Registered Registered Per Unit
Common Stock,
$.10 par value 500,000 shares $33-1/8(1) $16,562,500(1) $3,313
Common Stock
Purchase
Rights 500,000 rights (2) (2) (2)
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on
the average of the high and low prices for Banta Corporation Common
Stock on the Nasdaq National Market on October 4, 1994.
(2) The value attributable to the Common Stock Purchase Rights is
reflected in the market price of the Common Stock to which the Rights
are attached.
___________________________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
Prospectus
BANTA CORPORATION
Dividend Reinvestment and
Stock Purchase Plan
500,000 Shares of Common Stock, $.10 Par Value
Banta Corporation (the "Company") is offering to its
shareholders and employees, and the employees of its subsidiaries, the
opportunity to purchase shares of the Company's Common Stock, $.10 par
value (the "Common Stock"), by reinvesting dividends and/or by making
optional cash investments pursuant to the Banta Corporation Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). Eligible shareholders
under the Plan may reinvest all or a portion of their cash dividends in
shares of Common Stock as well as make optional cash investments of $25 or
more per investment in Common Stock up to a total of $7,500 per calendar
quarter. Eligible employees under the Plan may make optional cash
investments of $25 or more per investment in Common Stock up to a total of
$7,500 per calendar quarter. In addition, dividends on all shares
acquired and held in the accounts of participants under the Plan will be
automatically reinvested in additional shares of Common Stock.
The Common Stock is traded on the Nasdaq National Market under
the symbol BNTA. On October 5, 1994, the last reported sale price of the
Common Stock on the Nasdaq National Market was $33 per share. In this
Prospectus, unless the context otherwise requires, all references to the
Common Stock include the accompanying rights (the "Rights") to purchase
shares of Common Stock pursuant to a Rights Agreement, dated as of October
29, 1991, between the Company and Firstar Trust Company, as Rights Agent
(the "Rights Agreement"). For a description of the Rights, see "Rights to
Purchase Common Stock."
The Plan provides that shares of Common Stock may be purchased
for participants from the Company or in the open market or in privately
negotiated transactions. The price of newly issued shares purchased from
the Company will be the average (computed to four decimal places) of the
high and low prices of shares of Common Stock on the Nasdaq National
Market on the date of purchase. The price of shares of Common Stock
purchased for participants on the open market or in privately negotiated
transactions will be the weighted average of the prices paid for such
shares. No brokerage commissions, fees or service charges will be
incurred by participants in connection with purchases of shares under the
Plan (whether from the Company or on the open market or in privately
negotiated transactions) or for participating in the Plan. For a detailed
summary of the Plan, see "The Plan."
______________
The Company suggests that this Prospectus be retained for future
reference.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
______________
The date of this Prospectus is , 1994
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports
and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 and at its Regional Offices located at the Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and
at Seven World Trade Center, 13th floor, New York, New York 10048. Copies
of such material also may be obtained from the Public Reference Section of
the Commission, Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments and exhibits thereto
referred to herein as the "Registration Statement") under the Securities
Act of 1933 with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement which
may be inspected and copied in the manner and at the sources described
above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
are incorporated in this Prospectus by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1994, which contains
audited financial statements for the fiscal year ended
January 1, 1994.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended April 2 and July 2, 1994.
3. The description of the Common Stock contained in Item
1 of the Company's Registration Statement on Form 8-A,
dated April 13, 1972, as amended by the Company's
filings on Form 8, dated July 31, 1972 and August 4,
1986, and any other amendment or report filed for the
purpose of updating such description.
4. The description of the Rights contained in Item 1 of
the Company's Registration Statement on Form 8-A,
dated November 5, 1991, and any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
after the date of this Prospectus and prior to the termination of this
offering, shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Prospectus
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this Prospectus modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of all of the information
that has been incorporated in this Prospectus by reference (other than
certain exhibits to documents incorporated by reference). Such requests
should be directed to Ronald D. Kneezel, Vice President, General Counsel
and Secretary, Banta Corporation, 225 Main Street, Menasha, Wisconsin
54952, telephone: (414) 751-7777.
THE COMPANY
The Company is one of the largest printing organizations in the
United States, providing a wide range of printing and graphic arts
services. The Company serves four different market classifications:
commercial (catalogs, direct mail and single-use products); books
(educational, general, trade, data manuals and software services);
magazines; and other (prepress services and production of point-of-
purchase displays and postage stamps). The Company's principal executive
offices are located at 225 Main Street, Menasha, Wisconsin 54952, and its
telephone number is (414) 751-7777.
USE OF PROCEEDS
The Company has no basis for estimating either the number of
authorized but unissued shares of Common Stock that will ultimately be
sold by the Company pursuant to the Plan or the prices at which such
shares will be sold. Any net proceeds received by the Company from the
sale of shares under the Plan will be added to the Company's general funds
and used for general corporate purposes. The Company will not receive any
proceeds from the sale of shares under the Plan which are acquired on the
open market or in privately negotiated transactions.
THE PLAN
The following is a summary of the provisions of the Plan. The
full text of the Plan is filed with the Securities and Exchange Commission
as an exhibit to the Registration Statement relating to the shares of
Common Stock which may be purchased under the Plan. This summary is
subject to, and qualified by, the complete terms of the Plan to which
reference is hereby made. This summary is not part of the legal documents
constituting the Plan and does not modify it or serve as a legal
interpretation of any of its provisions.
Purpose
The purpose of the Plan is to provide shareholders of record of
the Company and employees of the Company and its subsidiaries with a
simple and convenient method of purchasing shares of Common Stock. Once
enrolled in the Plan, eligible shareholders may use cash dividends and/or
make optional cash investments to acquire additional shares of Common
Stock without incurring purchase fees, such as brokerage commissions or
service charges. Eligible employees may use optional cash investments to
acquire shares of Common Stock without incurring purchase fees.
Administration of the Plan
Firstar Trust Company (the "Trust Company") has been appointed
by the Company as its agent to administer the Plan, maintain records, send
statements of accounts to participants and perform other duties relating
to the Plan, subject to the direction of the Company. The Trust Company
will hold for safekeeping the shares of Common Stock acquired under the
Plan for each participant until termination of participation in the Plan
or receipt of a request in writing from a participant for all or part of
his or her Plan shares. Shares held by the Trust Company will be
registered in the name of the Trust Company or one of its nominees, as
agents for participants in the Plan. The Company acting through its Board
of Directors may, at any time and in its sole discretion, appoint a
successor administrator of the Plan upon 30 days' written notice to the
Trust Company.
All inquiries, notices, requests and other communications
regarding participation in the Plan should be directed to the Trust
Company as follows:
Firstar Trust Company
Banta Corporation Dividend Reinvestment
and Stock Purchase Plan
P.O. Box 2077
Milwaukee, Wisconsin 53201
Advantages of Participating in the Plan
Participants in the Plan who are shareholders of record of
Common Stock may:
- Automatically reinvest dividends on all or a portion of
their shares held of record.
- Invest additional cash (in amounts of not less than $25 per
investment, up to a total of $7,500 per calendar quarter)
to purchase additional shares of Common Stock.
- Establish a periodic investment plan by authorizing
automatic monthly withdrawals from their checking accounts
to purchase additional shares of Common Stock.
Participants in the Plan who are eligible employees may:
- Invest cash (in amounts of not less than $25 per
investment, up to a total of $7,500 per calendar quarter)
to purchase additional shares of Common Stock.
- Establish a periodic investment plan by authorizing
automatic monthly withdrawals from their checking accounts
to purchase additional shares of Common Stock.
All participants in the Plan will:
- Have cash dividends on shares credited to their Plan
accounts automatically reinvested in additional shares of
Common Stock.
- Participate without incurring fees in connection with
purchases of additional shares of Common Stock under the
Plan, including brokerage commissions or service charges.
- Benefit from full investment of funds under the Plan
because fractional shares, as well as whole shares, will be
credited to their accounts; dividends on such fractional
shares, as well as on whole shares, will be reinvested in
additional shares.
- Avoid the need for safekeeping of certificates for shares
of Common Stock credited to their accounts under the Plan.
- Receive periodic statements from the Trust Company
reflecting all current activity in their Plan accounts,
thereby affording participants simplified recordkeeping.
Participation by Shareholders of Record
Eligibility. Any shareholder who has shares of Common Stock
registered in his or her own name on the books of the Company is eligible
to participate in the Plan. A beneficial owner, whose shares are
registered in the name of another (e.g., in a broker's "street name" or in
the name of a bank nominee or trustee) and who desires to participate in
the Plan, must either make appropriate arrangements with the record holder
to participate on behalf of the beneficial owner or must become a
shareholder of record by having part or all of such shares transferred
into his or her own name.
Participation by shareholders of record in the Plan is
completely voluntary. Shareholders who do not elect to participate in the
Plan will continue to receive their cash dividends if, when and as
declared by the Board of Directors of the Company. Payment of dividends
in the future by the Company will depend on future earnings, financial
requirements and other factors.
Investment Options. An eligible shareholder of record may elect
to participate in the Plan through the following dividend reinvestment
and/or cash investment options:
Full Dividend Reinvestment - Directs the Trust Company to
reinvest the cash dividends on all shares of Common Stock
currently or subsequently registered in the participant's name.
Partial Dividend Reinvestment - Directs the Trust Company
to reinvest the cash dividends on a designated number of the
shares of Common Stock registered in the name of the
participant. The Company will continue to pay cash dividends
directly to the participant on the other shares held in his or
her name.
Optional Cash Investments - Permits the participant to make
optional cash investments of $25 or more per investment, up to a
total of $7,500 per calendar quarter, for the purchase of
additional shares of Common Stock, whether or not any dividends
on the shares of Common Stock registered in the name of the
participant are reinvested. Such investments may be effected by
making cash payments directly to the Trust Company or by
authorizing the Trust Company to make monthly automatic
withdrawals from the shareholder's checking account.
All shares acquired by a shareholder through dividend
reinvestment and optional cash investments will be credited to the
participant's account under the Plan. Cash dividends on shares (including
any fractional share interest) of Common Stock held in the participant's
account under the Plan will be automatically reinvested in additional
shares of Common Stock.
Enrollment. An eligible shareholder may join the Plan at any
time by completing and signing the Shareholder Authorization Form
accompanying this Prospectus and returning it to the Trust Company in the
postage-paid envelope provided for that purpose. If the shares of Common
Stock are registered in more than one name (e.g., joint tenants or
trustees), all registered holders must sign. Shareholder Authorization
Forms may be obtained at any time by writing the Trust Company.
The reinvestment of a shareholder participant's dividends will
begin with the dividend payment date immediately following the date on
which a signed Shareholder Authorization Form specifying reinvestment of
dividends is received by the Trust Company, provided that the Form is
received by the Trust Company at least two business days before the record
date for a dividend payment. If the Shareholder Authorization Form is
received after that time, the reinvestment of dividends will begin with
the next cash dividend payment. Dividend payment dates in the future for
the Common Stock are expected to be the first business day of February,
May, August and November. Each corresponding record date is expected to
be the second Friday in the month immediately preceding the month in which
the dividend is paid.
Participation in the Plan by an eligible shareholder making
optional cash investments is described below under "Optional Cash
Investments."
Change of Investment Option. A shareholder participant may
change his or her investment option by obtaining and completing a new
Shareholder Authorization Form and sending it to the Trust Company. With
respect to the reinvestment of dividends, the new Shareholder
Authorization Form must be received by the Trust Company at least two
business days before the record date for a dividend payment in order to be
effective for such payment.
Participation by Employees
Eligibility. Any full-time or part-time employee of the Company
or any of its subsidiaries is eligible to participate in the Plan.
Employees need not be shareholders of record to participate in the Plan.
Participation by employees in the Plan is completely voluntary.
Investment Options. An employee may participate in the Plan by
making optional cash payments directly to the Trust Company or by
authorizing the Trust Company to make monthly automatic withdrawals from
the employee's checking account. For a discussion of the procedures for
making optional cash investments, see "Optional Cash Investments" below.
All shares acquired by an employee through optional cash
investments will be credited to the employee's account under the Plan.
Cash dividends on shares (including fractional shares) of Common Stock
held in the employee participant's account under the Plan will be
automatically reinvested in additional shares of Common Stock.
Enrollment. An employee may join the Plan at any time by
completing and signing the Employee Authorization Form accompanying this
Prospectus and returning it to the Trust Company in the postage-paid
envelope provided for that purpose.
An employee's participation in the Plan will commence as soon as
practicable after a completed Employee Authorization Form is received by
the Trust Company. In order to be entitled to receive dividends and have
them reinvested under the Plan, an employee must have shares in his or her
Plan account on or before a record date for the payment of dividends.
Dividend payment dates in the future for the Common Stock are expected to
be the first business day of February, May, August and November. Each
corresponding record date is expected to be the second Friday in the month
immediately preceding the month in which the dividend is paid.
Employees Who Are Shareholders of Record. An employee who is a
shareholder of record and who desires to reinvest cash dividends on the
shares of Common Stock held in his or her own name on the books of the
Company may enroll in the Plan by executing a Shareholder Authorization
Form and forwarding it to the Trust Company in the manner described above
under "Participation by Shareholders of Record."
Employee Participants Who Leave the Company. Termination of
employment does not automatically terminate participation in the Plan.
Dividends on shares held under the Plan for the account of an employee
participant who leaves the Company will continue to be reinvested until
the participant withdraws from the Plan. Optional cash investments may
continue to be made by such a participant so long as there are shares
credited to his or her account under the Plan.
Optional Cash Investments
How the Cash Investment Option Works. An initial optional cash
investment may be made by an eligible shareholder or an eligible employee
when enrolling in the Plan by sending a check or money order (payable to
Firstar Trust Company) to the Trust Company with a completed and signed
Shareholder Authorization Form (in the case of a shareholder of record) or
Employee Authorization Form (in the case of an eligible employee). Once
enrolled, the participant may use forms supplied by the Trust Company with
each statement of account to make additional optional cash investments.
Optional cash investments, if made by participants in such manner, need
not be in the same amount each time.
Participants under the Plan may also authorize the Trust Company
to automatically deduct a fixed amount from their checking account each
month to purchase Common Stock. To make automatic optional cash
investments, a participant must complete and return to the Trust Company a
Shareholder Authorization Form or an Employee Authorization Form, as the
case may be, as well as deliver to the Trust Company a check from his or
her checking account marked "VOID" across the front. Automatic deductions
will be made on the 25th (or the next succeeding business day if the 25th
of the month is not a business day) of each month, starting with the month
after the month in which the Trust Company receives a participant's
completed Authorization Form providing for the automatic withdrawals. A
participant may change the amount of automatic withdrawals by obtaining
and completing a new Authorization Form and sending it to the Trust
Company. Any such change will be effective starting with the month after
the month in which the Trust Company receives the new Authorization Form.
A participant may likewise discontinue the automatic withdrawals by
notifying the Trust Company in writing. Discontinuing automatic
withdrawals will not automatically terminate participation in the Plan.
The Trust Company will continue to reinvest dividends on shares in the
participant's Plan account until the participant withdraws from the Plan.
See "Withdrawal from the Plan."
Optional cash investments received from participants or
automatically withdrawn from participants' accounts in any month will be
applied by the Trust Company to the purchase of additional shares of
Common Stock as of the Investment Date (as such term is defined under
"Purchase of Shares" below) following the receipt of such payments except
as otherwise provided herein. To be reinvested on the next Investment
Date, optional cash investments must be received by the Trust Company no
later than the 25th of each month (or the next succeeding business day if
the 25th of the month is not a business day). Any optional cash received
thereafter will be held by the Trust Company and invested on the next
succeeding Investment Date. NO INTEREST WILL BE PAID BY THE COMPANY OR
THE TRUST COMPANY ON OPTIONAL CASH INVESTMENTS. THEREFORE, OPTIONAL CASH
INVESTMENTS WHICH ARE MAILED TO THE TRUST COMPANY SHOULD BE SENT SO AS TO
REACH THE TRUST COMPANY SHORTLY BEFORE THE MONTHLY DEADLINE. PARTICIPANTS
SHOULD ALLOW ADEQUATE TIME FOR MAILING.
Limitations on Amounts of Optional Investments and Withdrawals.
Each optional cash investment by a participant must be at least $25, and
the total of such investments may not exceed $7,500 during any calendar
quarter (including both cash payments and automatic withdrawals). All
amounts received by the Trust Company for investment under the Plan must
be denominated in United States dollars.
In the case of a nominee who holds Common Stock for more than
one beneficial owner, optional cash investments of more than $7,500 per
quarter may be made, provided such nominee certifies to the Trust Company
and the Company, accompanied by such documentation as the Company may
require, that each beneficial owner is not making optional cash
investments in excess of the quarterly limit.
Return of Uninvested Optional Cash Payments. A participant may,
without terminating participation in the Plan, obtain the return of any
uninvested optional cash payments upon written request received by the
Trust Company at least two business days prior to the applicable
Investment Date.
Costs and Expenses
All out-of-pocket costs and expenses associated with the
operation of the Plan, including service charges, will be paid by the
Company. However, a participant who withdraws from participation in the
Plan and instructs the Trust Company to sell the Common Stock then held in
the Plan for his or her account will be responsible for his or her pro
rata share of applicable brokerage commissions, if any.
Purchase of Shares
Reinvested Common Stock dividends, optional cash investments and
proceeds (which will be treated as optional cash investments) from the
sale or redemption of Common Stock subscription or other rights, if any,
received by the Trust Company on behalf of participants will be used to
acquire either outstanding Common Stock, or authorized and previously
unissued Common Stock from the Company, provided that the Company is
willing to sell additional stock. In making purchases for a participant's
account, the Trust Company will combine the participant's funds with those
of other participants. It is understood that governmental regulations may
require the temporary curtailment or suspension of purchases of Common
Stock under the Plan. No interest will be paid on funds held by the Trust
Company pending investment under the Plan.
Purchases of Common Stock under the Plan will be made on or as
soon as practicable after the following applicable "Investment Dates":
(a) Each dividend payment date is an Investment Date for the
reinvestment of cash dividends.
(b) The first business day of each month is an Investment Date
for the investment of optional cash.
The number of shares of Common Stock to be purchased for a
participant under the Plan depends on the purchase price of Common Stock
on the applicable Investment Date and on the amount of the participant's
cash dividends and optional cash to be invested. A participant's account
will be credited with that number of shares of Common Stock (including any
fractional share interest, computed to three decimal places) equal to the
total amount to be invested divided by the applicable purchase price per
share.
Share Purchase Prices
The price of shares of Common Stock purchased from the Company
for participants will be the average (computed to four decimal places) of
the high and low prices of shares of Common Stock on the Nasdaq National
Market on the applicable Investment Date. If no trading occurs on the
Nasdaq National Market in the Common Stock on the applicable Investment
Date, the price will be determined with reference to the next preceding
date on which the Common Stock was traded. The price of shares of Common
Stock purchased for participants on the open market or in privately
negotiated transactions will be the weighted average of the prices paid
for such shares on the date the shares are purchased. If shares are
purchased on the open market or in privately negotiated transactions on
more than one date, a weighted average of such averages will be used. In
the event investment under the Plan is made both in newly-issued and
previously-issued shares, the shares purchased will be allocated
proportionately among the accounts of all participants for whom funds are
being invested at that time.
Reports to Participants
The Trust Company will maintain an account for each participant.
All shares of Common Stock (including any fractional shares, computed to
three decimal places) purchased for a participant under the Plan will be
credited to his or her account. Each participant in the Plan will receive
a quarterly statement of his or her account from the Trust Company as soon
as practicable following each dividend payment date. The Trust Company
will also furnish a participant with an account statement as soon as
practicable following the investment of any optional cash.
Each participant also will receive copies of other
communications sent to holders of Common Stock, including the Company's
Annual and Quarterly Reports, the Notice of Annual Meeting and Proxy
Statement, and information needed for reporting dividend income for
Federal income tax purposes.
Withdrawal from the Plan
Timing and Effect of Withdrawal. A participant may withdraw
from the Plan at any time by notifying the Trust Company in writing. A
participant will be deemed to have withdrawn from the Plan upon the Trust
Company receiving notice in writing of the participant's death.
Termination of participation in the Plan by a shareholder of record will
immediately stop all reinvestment of the participant's dividends if the
notice of withdrawal is received by the Trust Company not later than 10
business days prior to the record date for the next dividend payment.
Investment of optional cash will stop immediately if notification of
withdrawal from the Plan is received by the Trust Company at least two
business days prior to the applicable Investment Date. The entire amount
of any optional cash received from which investment has been stopped by
termination of participation in the Plan will be refunded to the
participant. In addition to the foregoing, the Trust Company may
terminate any account by written notice to the participant and the
Company.
Sale of Shares or Issuance of Certificates upon Withdrawal from
the Plan. Upon termination of a participant's account, the participant
(or his or her personal representative or other authorized agent) may
elect to receive either stock or cash for all the full shares in the
participant's account. If the participant's account with the Trust
Company is terminated and the participant (or his or her personal
representative or other authorized agent) elects to have the participant's
shares in the Plan sold, the Trust Company will make such sale and send to
the participant (or his or her personal representative or other authorized
agent) the proceeds less any commissions. Sales requests may be
accumulated by the Trust Company, but no sales transactions will be
delayed (unless otherwise required by law or unless required to allow the
Trust Company to credit the last dividend payment to the participant's
account) for more than 10 business days. If funds are available, such
shares may be purchased by the Trust Company for investment under the Plan
at their current market value (determined in the same manner as the price
of newly-issued shares is determined) as of the date of such sale to the
Trust Company. If no election is made, and within a reasonable time after
termination of participation in the Plan, a certificate for the shares
purchased under the Plan will be issued and delivered to the participant
or his or her estate for all full shares. In any event, any fractional
interest in a share will be converted to cash at the market value as of
the date of the sale thereof (determined in the same manner as the price
of newly-issued shares is determined).
Rejoining the Plan. Any eligible shareholder of record or
employee may rejoin the Plan at any time by completing a new Authorization
Form. However, the Company may reject any such Form from a previous
participant on grounds of excessive termination and rejoining.
Certificate for Shares
Shares Held by the Trust Company. Certificates for shares of
Common Stock purchased under the Plan will not be issued to a participant
unless requested by the participant or until his or her account is
terminated. The number of shares credited to a participant's account
under the Plan will be shown on each account statement mailed to the
participant. While in the custody of the Trust Company, shares of Common
Stock purchased under the Plan will be registered in the name of the Trust
Company or one of its nominees. This convenience protects against loss,
theft or destruction of stock certificates.
At any time a participant may, without terminating participation
in the Plan, request in writing that the Trust Company issue a certificate
for all or part of the whole shares credited to his or her Plan account.
Any remaining whole shares and fractional share interest will continue to
be credited to the participant's account. A participant must request
issuance of a certificate for any shares of Common Stock purchased under
the Plan which he or she desires to sell, pledge or transfer.
Certificates for fractional share interests will not be issued
under any circumstances.
Name in Which Certificates will be Issued. Shareholder
participant's accounts under the Plan will be maintained in the names in
which certificates for shares of Common Stock of such participants are
registered at the time they enter the Plan. The account of an employee
participating in the Plan will be maintained in his or her name, unless
instructed otherwise on an Employee Authorization Form (e.g., the account
may be established in the joint names of the employee and such other
person or persons as he or she may designate, such as his or her spouse or
children). Certificates for whole shares, when issued, will be registered
in the names in which accounts under the Plan are maintained.
Should a participant want his or her shares registered in any
other name upon the withdrawal of the shares from the Plan, the
participant must so indicate in his or her request to the Trust Company.
In the event of such a request, the participant will be responsible for
any transfer taxes that may be due and for compliance with any applicable
transfer restrictions.
No Transfer of Shares Held in Plan; No Right to Draw Against
Account. Shares of Common Stock credited to the account of a participant
under the Plan may not be assigned, pledged as collateral or otherwise
transferred. A participant who wishes to assign, pledge or otherwise
transfer such shares must request that a certificate for such shares be
issued in his or her name. In addition, participants will not have the
right to draw checks or drafts against their accounts under the Plan.
General Information
Sale or Transfer of Registered Shares. If a participant
disposes of all the shares of Common Stock registered in his or her name,
but retains shares in the Plan, the Trust Company will continue to
reinvest the cash dividends on shares in the Plan, subject to a
participant's right to withdraw from the Plan at any time.
If a shareholder participant who has selected the partial
dividend reinvestment option disposes of a portion of the shares
registered in his or her name, to the extent that such participant has
registered in his or her name fewer shares than the number of shares
designated as participating in the Plan, dividends on all shares remaining
in the name of the participant will be reinvested under the Plan. If such
participant subsequently acquires additional shares registered in his or
her name, such additional shares shall be deemed to participate in the
Plan until the number of shares equals the number of shares designated as
participating in the Plan on the participant's then current Shareholder
Authorization Form.
Stock Dividends and Issuance of Rights. Any shares distributed
pursuant to stock dividends or stock splits effected by the Company on
shares held by the Trust Company for a participant will be credited to
such participant's account. In the event that the Company makes available
to the holders of its Common Stock subscription or other rights to
purchase additional shares of Common Stock or other securities, the Trust
Company will (if and when such rights trade independently) sell the rights
accruing to all shares held by the Trust Company for the participants and
will apply the net proceeds of such sale to the purchase of additional
shares of Common Stock. The Company will notify each participant in
advance of any such offer. If the participant does not want the Trust
Company to sell his or her rights and invest the proceeds, it will be
necessary for such participant to transfer all full shares held under the
Plan to his or her own name by a given date. This will permit the
participant to exercise, transfer or sell the rights on such shares. In
the event that rights issued by the Company are redeemed prior to the date
that such rights trade independently, the Trust Company will invest the
resultant funds in additional shares of Common Stock.
Voting of Shares Held in Plan. If a participant holds
certificates for shares of Common Stock, the participant will be sent a
proxy card in connection with any annual or special meeting of
shareholders. This proxy will apply to all shares registered in the
participant's name and to all whole shares credited to the participant's
account under the Plan. If the participant does not hold certificates for
shares, the participant will receive a proxy card on which to indicate how
the shares held by the Trust Company in the participant's Plan account are
to be voted. Fractional shares will not be voted.
A proxy card which is properly signed and returned will be voted
in the manner directed therein. If the proxy card is properly signed and
returned but no voting instructions are given with respect to any or all
items on the card, all of the participant's shares of Common Stock covered
by such proxy card will be voted in accordance with the recommendations of
the Company's management. If the card is not returned or is returned
unsigned, the participant's shares will not be voted.
Duties and Responsibilities of the Company and the Trust
Company. Neither the Company nor the Trust Company nor its nominees will
have any responsibility beyond the exercise of ordinary care for any
action taken or omitted pursuant to the Plan, nor will they have any
duties, responsibilities or liabilities except as expressly set forth in
the Plan. The Company and the Trust Company will not be liable under the
Plan for any act, done in good faith, or for any good faith omission to
act, including without limitation, any claims of liability (a) with
respect to the time or prices at which shares are purchased or sold for a
participant's account, or any inability to purchase or sell shares, (b)
for any fluctuation in the market value after purchase or sale of shares,
or (c) arising out of a failure to terminate a participant's account upon
such participant's death prior to receipt of notice in writing of such
death.
Amendment and Termination of the Plan. The Company reserves the
right to suspend, modify or terminate the Plan at any time. All
participants will be notified of any suspension, termination or
significant modification of the Plan within a reasonable time prior to
such change.
FEDERAL INCOME TAX CONSIDERATIONS
The following summary sets forth the general Federal income tax
consequences for an individual participating in the Plan. This discussion
is not, however, intended to be an exhaustive treatment of such tax
considerations. Future legislative changes or changes in administrative
or judicial interpretations, some or all of which may be retroactive,
could significantly alter the tax treatment discussed herein.
Accordingly, and because tax consequences may differ among participants in
the Plan, each participant is urged to consult his or her own tax advisor
to determine the particular tax consequences (including state income tax
consequences) that may result from participation in and the subsequent
disposal of shares purchased under the Plan.
General Considerations
In general, participants reinvesting dividends under the Plan
have the same Federal income tax consequences with respect to their
dividends as do shareholders who are not participants in the Plan. On the
dividend payment date, participants will receive a taxable dividend equal
to the cash dividend reinvested, to the extent the Company has earnings
and profits. This treatment applies with respect to both the shares of
Common Stock held of record by such participants and such participants'
Plan account shares even though the dividend amount is not actually
received in cash but is instead applied to the purchase of shares of
Common Stock under the Plan. If shares are purchased on the open market
or in a privately negotiated transaction, each participant's share of
brokerage fees, if any, paid by the Company will also be taxed as an
additional dividend to that participant, to the extent the Company has
earnings and profits.
Shares or any fraction thereof of Common Stock purchased on the
open market or in a privately negotiated transaction with reinvested
dividends will have a tax basis equal to the amount paid therefor,
increased by any brokerage fees treated as a dividend to the participant.
Shares or any fraction thereof of Common Stock purchased from the Company
with reinvested dividends will have a tax basis equal to the amount of the
dividend. Whether purchased on the open market or in a privately
negotiated transaction or from the Company, the shares or any fraction
thereof will have a holding period beginning on the day following the
purchase date.
Participants that make optional cash investments under the Plan
will be deemed to have received an additional taxable dividend in the
amount of the participant's pro rata share of the brokerage commissions,
if any, paid by the Company on the shares acquired under the Plan, to the
extent the Company has earnings and profits. Such brokerage commissions
may only be incurred on the purchase of Common Stock in the open market or
in privately negotiated transactions. Shares or any fraction thereof
purchased with optional cash investments will have a tax basis equal to
the amount of such payments increased by the amount of brokerage fees, if
any, treated as a taxable dividend to the participant with respect to
those shares or fraction thereof. The holding period for such shares or
fraction thereof will begin on the day following the purchase date.
Participants should not be treated as receiving an additional
taxable distribution relating to their pro rata share of the Trust
Company's fees or other costs of administering the Plan, all of which will
be paid by the Company. However, there can be no assurance that the
Internal Revenue Service ("IRS") will concur with this position. The
Company has no present plans to seek formal advice from the IRS on this
issue.
Participants will not recognize any taxable income when they
receive certificates for whole shares credited to their account, either
upon their request for such certificates or upon withdrawal from or
termination of the Plan. However, participants will recognize gain or
loss when whole shares acquired under the Plan are sold or exchanged
either through the Plan at their request or by the participants after
withdrawal from or termination of the Plan. Participants will also
recognize gain or loss when they receive cash payments for fractional
shares credited to their account upon withdrawal from or termination of
the Plan. The amount of gain or loss will be the difference between the
amount a participant receives for his or her whole shares or fractional
shares and the tax basis for such shares. Generally, the gain or loss
will be a capital gain or loss, long-term or short-term depending on the
holding period. Currently, net long-term capital gains of certain
taxpayers are taxed at lower rates than other items of taxable income.
Tax Withholding
If a participant is a foreign shareholder whose dividends are
subject to United States income tax withholding, or a participating
domestic shareholder subject to backup withholding, the tax required to be
withheld will be deducted from the amount of cash dividends reinvested.
Since such withholding tax applies also to a dividend on shares credited
to the participant's Plan account, only the net dividend on such shares
will be applied to the purchase of additional shares of Common Stock.
Regular statements sent to such participants will indicate the amount of
tax withheld. The Company cannot refund amounts withheld. Participants
subject to withholding should contact their tax advisors or the IRS for
additional information.
RIGHTS TO PURCHASE COMMON STOCK
Pursuant to the Rights Agreement, each outstanding share of
Common Stock (including shares acquired in the open market or in privately
negotiated transactions under the Plan) has attached thereto one Right and
each share subsequently issued by the Company prior to the expiration of
the Rights Agreement will likewise have attached thereto one Right. Under
certain circumstances described below, the Rights will entitle the holder
thereof to purchase additional shares of Common Stock.
Currently, the Rights are not exercisable and trade with the
Common Stock. In the event the Rights become exercisable, each Right
(unless held by a person or group which beneficially owns more than 20% of
the outstanding Common Stock) will initially entitle the holder to
purchase one-half of one share of Common Stock at a price of $60 per share
(equivalent to $30 for each one-half share), subject to adjustment.
Subject to certain limitations, the Rights will only become exercisable if
a person or group has acquired, or announced an intention to acquire, 20%
or more of the outstanding shares of Common Stock. Under certain
circumstances, including the existence of a 20% acquiring party, each
holder of a Right, other than the acquiring party, will be entitled to
purchase at the exercise price Common Stock having a market value of two
times the exercise price. In the event of the acquisition of the Company
by another corporation subsequent to a party acquiring 20% or more of the
Common Stock, 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 $.01 per
Right prior to the existence of a 20% acquiring party, and thereafter may
be exchanged for one share of Common Stock per Right prior to the
existence of a 50% acquiring party. The Rights will expire on November
15, 2001. Under the Rights Agreement, the Board of Directors of the
Company may reduce the thresholds applicable to the Rights from 20% to not
less than 10%. The Rights do not have voting or dividend rights and,
until they become exercisable, have no dilutive effect on the earnings of
the Company.
The Rights have certain anti-takeover effects and may discourage
or make more difficult the acquisition of the Company on a non-negotiated
basis (such as by an unsolicited tender offer). The Rights will not,
however, affect a transaction approved by the Board of Directors of the
Company prior to the existence of a 20% acquiring party since the Rights
can be redeemed before the consummation of such transaction.
LEGAL MATTERS
Certain legal matters in connection with the sale of the shares
of Common Stock offered hereby will be passed upon for the Company by
Foley & Lardner, Milwaukee, Wisconsin. Bernard S. Kubale, a partner in
the firm of Foley & Lardner, is a director of the Company. As of
September 30, 1994, Foley & Lardner attorneys who participated in the
preparation of this Prospectus, including Mr. Kubale, beneficially owned
an aggregate of 11,550 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedules included in
the Company's latest Annual Report on Form 10-K, incorporated by reference
in this Prospectus and in the Registration Statement, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included in reliance upon the
authority of said firm as experts in accounting and auditing in giving
said report.
------------------------------ --------------------------
No person has been
authorized to give any
information or to make any
representations, other than
those contained or
incorporated by reference in
this Prospectus, in BANTA CORPORATION
connection with the offer
made by this Prospectus and,
if given or made, such
information or
representations must not be
relied upon as having been
authorized by the Company.
This Prospectus does not
constitute an offer to sell
or a solicitation of an DIVIDEND
offer to buy any security in REINVESTMENT
any jurisdiction to any AND
person to whom it is STOCK PURCHASE
unlawful to make such offer PLAN
or solicitation in such
jurisdiction. Neither the
delivery of this Prospectus
nor any sale made hereunder
shall under any
circumstances imply that
there has been no change in
the affairs of the Company
since the date hereof or
that the information
contained herein or
incorporated by reference
herein is correct as of any
time subsequent to its date.
TABLE OF CONTENTS
Page
Available Information . . 2
Incorporation of Certain PROSPECTUS
Documents by Reference. 2
The Company . . . . . . . 3
Use of Proceeds . . . . . 3
The Plan . . . . . . . . 3
Purpose . . . . . . . . 3
Administration of
the Plan . . . . . . 4
Advantages of Partici-
pating in the Plan . 4
Participation by
Shareholders of
Record . . . . . . 5
Participation by
Employees . . . . . 6
Optional Cash
Investments . . . . 7
Costs and Expenses . . 9
Purchase of Shares . . 9
Share Purchase Prices . 9 , 1994
Reports to Participants 10
Withdrawal from the
Plan . . . . . . . . 10
Certificate for Shares 11
General Information . . 12
Federal Income Tax
Considerations . . . . . 13
General Considerations 13
Tax Withholding . . . . 14
Rights to Purchase Common
Stock . . . . . . . . . 14
Legal Matters . . . . . . 15
Experts . . . . . . . . . 15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of estimated expenses to be paid by the
Registrant in connection with the issuance and distribution of the
securities being registered hereby:
Securities and Exchange Commission registration fee . . $ 3,313
Accounting fees and expenses . . . . . . . . . . . . . 1,000
Legal fees and expenses . . . . . . . . . . . . . . . . 4,000
Printing . . . . . . . . . . . . . . . . . . . . . . . 3,000
Miscellaneous expenses . . . . . . . . . . . . . . . . 1,687
Total . . . . . . . . . . . . . . . . . . . . . . $13,000
=======
Item 15. Indemnification of Directors and Officers.
Pursuant to the provisions of the Wisconsin Business Corporation Law
and the Registrant's By-Laws, directors and officers of the Registrant are
entitled to mandatory indemnification from the Registrant against certain
liabilities and expenses (i) to the extent such officers or directors are
successful in the defense of a proceeding and (ii) in proceedings in which
the director or officer is not successful in defense thereof, unless (in
the latter case only) it is determined that the director or officer
breached or failed to perform his or her duties to the Registrant and such
breach or failure constituted: (a) a willful failure to deal fairly with
the Registrant or its shareholders in connection with a matter in which
the director or officer had a material conflict of interest; (b) a
violation of the criminal law unless the director or officer had
reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful; (c) a
transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. It should be noted that the
Wisconsin Business Corporation Law specifically states that it is the
public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Registrant are not subject to personal liability to the Registrant,
its shareholders or any person asserting rights on behalf thereof for
certain breaches or failures to perform any duty resulting solely from
their status as directors, except in circumstances paralleling those
outlined in (a) through (d) above.
Expenses for the defense of any action for which indemnification may
be available may be advanced by the Registrant under certain
circumstances.
The indemnification provided by the Wisconsin Business Corporation
Law and the Registrant's By-Laws is not exclusive of any other rights to
which a director or officer of the Registrant may be entitled.
The Registrant maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933.
Item 16. Exhibits.
Exhibit
Number Document Description
(4.1) Articles of Incorporation of Banta Corporation,
as amended (incorporated by reference to Exhibit
19(b) to Banta Corporation's Quarterly Report on
Form 10-Q for the quarter ended April 3, 1993)
(4.2) By-laws of Banta Corporation, as amended
(incorporated by reference to Exhibit 3(c) to
Banta Corporation's Annual Report on Form 10-K
for the fiscal year ended January 1, 1994)
(4.3) Rights Agreement, dated October 29, 1991, between
Banta Corporation and Firstar Trust Company
(f/k/a First Wisconsin Trust Company), as Rights
Agent (incorporated by reference to Exhibit 4.1
to Banta Corporation's Current Report on Form 8-K
dated October 29, 1991)
(4.4) Banta Corporation Dividend Reinvestment and Stock
Purchase Plan
(4.5) Shareholder Authorization Form for use in connection
with the Banta Corporation Dividend Reinvestment and
Stock Purchase Plan
(4.6) Employee Authorization Form for use in connection with
the Banta Corporation Dividend Reinvestment and Stock
Purchase Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (included as part of
Exhibit (5) hereto)
(24) Power of Attorney relating to subsequent
amendments (included on the signature page of the
Registration Statement)
Item 17. Undertakings.
(a) The Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Menasha, State of Wisconsin, on
October 5, 1994.
BANTA CORPORATION
By:/s/Calvin W. Aurand, Jr.
Calvin W. Aurand, Jr.
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated. Each person whose signature
appears below constitutes and appoints Calvin W. Aurand, Jr. and Ronald D.
Kneezel, and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as he or she might or could
do in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
/s/Calvin W. Aurand, Jr. Chairman of the Board October 5, 1994
Calvin W. Aurand, Jr. and Chief Executive Officer
/s/Gerald A. Henseler Executive Vice President, October 5, 1994
Gerald A. Henseler Chief Financial Officer
and Director
/s/Robert A. Kreider Treasurer October 5, 1994
Robert A. Kreider
/s/Barry K. Allen Director October 5, 1994
Barry K. Allen
/s/Jameson A. Baxter Director October 5, 1994
Jameson A. Baxter
/s/Donald D. Belcher Director October 5, 1994
Donald D. Belcher
/s/George T. Brophy Director October 5, 1994
George T. Brophy
/s/William J. Cadogan Director October 5, 1994
William J. Cadogan
/s/Bernard S. Kubale Director October 5, 1994
Bernard S. Kubale
/s/Curtis W. Tarr Director October 5, 1994
Curtis W. Tarr
/s/Donald Taylor Director October 5, 1994
Donald Taylor
/s/Allan J. Williamson Director October 5, 1994
Allan J. Williamson
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
(4.1) Articles of Incorporation of Banta Corporation,
as amended (incorporated by reference to Exhibit
19(b) to Banta Corporation's Quarterly Report on
Form 10-Q for the quarter ended April 3, 1993)
(4.2) By-laws of Banta Corporation, as amended
(incorporated by reference to Exhibit 3(c) to
Banta Corporation's Annual Report on Form 10-K
for the fiscal year ended January 1, 1994)
(4.3) Rights Agreement, dated October 29, 1991, between
Banta Corporation and Firstar Trust Company
(f/k/a First Wisconsin Trust Company), as Rights
Agent (incorporated by reference to Exhibit 4.1
to Banta Corporation's Current Report on Form 8-K
dated October 29, 1991)
(4.4) Banta Corporation Dividend Reinvestment and Stock
Purchase Plan
(4.5) Shareholder Authorization Form for use in connection
with the Banta Corporation Dividend Reinvestment and
Stock Purchase Plan
(4.6) Employee Authorization Form for use in connection with
the Banta Corporation Dividend Reinvestment and Stock
Purchase Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (included as part of
Exhibit (5) hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page of the Registration
Statement)
BANTA CORPORATION
DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN
1. Purpose. The purpose of the Banta Corporation Dividend
Reinvestment and Stock Purchase Plan (the "Plan") is to provide
shareholders of record of Banta Corporation (the "Company") and employees
of the Company and its subsidiaries with a simple and convenient method of
purchasing shares of the Company's common stock, $.10 par value (the
"Common Stock"). Once enrolled in the Plan, eligible shareholders may use
cash dividends and/or make optional cash investments to acquire additional
shares of Common Stock without incurring purchase fees, such as brokerage
commissions or service charges. Eligible employees may use optional cash
investments to acquire shares of Common Stock without incurring purchase
fees.
2. Administration. Firstar Trust Company (the "Trust
Company") has been appointed by the Company as its agent to administer the
Plan, maintain records, send statements of accounts to participants and
perform other duties relating to the Plan, subject to the direction of the
Company. The Trust Company will hold for safekeeping the shares of Common
Stock acquired under the Plan for each participant until termination of
participation in the Plan or receipt of a request in writing from a
participant for all or part of his or her Plan shares. Shares held by the
Trust Company will be registered in the name of the Trust Company or one
of its nominees, as agents for participants in the Plan. The Company
acting through its Board of Directors may, at any time and in its sole
discretion, appoint a successor administrator of the Plan upon 30 days'
written notice to the Trust Company. The Company shall not be required to
give participants advance notice of such an appointment.
3. Shares Subject to the Plan. Reinvested Common Stock
dividends, optional cash investments and proceeds (which will be treated
as optional cash investments) from the sale or redemption of Common Stock
subscription or other rights, if any, received by the Trust Company on
behalf of participants will be used to acquire either outstanding Common
Stock, or authorized and previously unissued Common Stock from the
Company, provided that the Company is willing to sell such additional
stock. The maximum number of authorized and previously unissued shares of
Common Stock which may be issued for purposes of the Plan is 500,000;
provided, however, that in the event of any change in the outstanding
Common Stock by reason of stock dividends, recapitalizations,
reorganizations, mergers, consolidations, split-ups, combinations or
exchanges of shares or comparable transactions, the number of shares which
thereafter may be issued by the Company under the Plan shall be
appropriately adjusted by the Company.
4. Participation by Shareholders.
(a) Eligibility. Any shareholder who has shares of Common
Stock registered in his or her own name on the books of the Company
is eligible to participate in the Plan. A beneficial owner, whose
shares are registered in the name of another (e.g., in a broker's
"street name" or in the name of a bank nominee or trustee) and who
desires to participate in the Plan, must either make appropriate
arrangements with the record holder to participate on behalf of the
beneficial owner or must become a shareholder of record by having
part or all of such shares transferred into his or her own name.
(b) Investment Options. An eligible shareholder of record
may elect to participate in the Plan through the following dividend
reinvestment and/or optional cash investment options:
(i) Reinvestment of all cash dividends on all shares
of Common Stock currently or subsequently registered in the
participant's name.
(ii) Reinvestment of all cash dividends on a
designated number of shares of Common Stock registered in the
name of the participant.
(iii) Optional cash investments as provided in
Paragraph 6.
All shares acquired by a shareholder of record through dividend
reinvestment and optional cash investments will be credited to the
shareholder's account under the Plan. Cash dividends on shares (including
fractional shares) of Common Stock held in the participant's account under
the Plan will be automatically reinvested in additional shares of Common
Stock. Fractional shares will be computed to three decimal places.
(c) Enrollment and Change of Investment Options. An
eligible shareholder may enroll in the Plan at any time by completing
and signing a Shareholder Authorization Form and returning the
completed Form to the Trust Company. If the shares of Common Stock
are registered in more than one name (e.g., joint tenants or
trustees), all registered holders will be required to sign the
Shareholder Authorization Form. The reinvestment of a shareholder
participant's dividends will begin with the dividend payment date
immediately following the date on which a signed Shareholder
Authorization Form specifying reinvestment of dividends is received
by the Trust Company, provided such Form is received by the Trust
Company at least two business days before the record date for a
dividend payment. If the Shareholder Authorization Form is received
after that time, the reinvestment of dividends will begin with the
next cash dividend payment. Participation in the Plan by an eligible
shareholder with optional cash investments is governed by
Paragraph 6.
A shareholder participant may change his or her investment
option by obtaining and completing a new Shareholder Authorization
Form and sending it to the Trust Company. With respect to the
reinvestment of dividends, the new Shareholder Authorization Form
must be received by the Trust Company at least two business days
before the record date for a dividend payment in order to be
effective for such payment.
5. Participation by Employees.
(a) Eligibility. Any full-time or part-time employee, who
is on the payroll of the Company or any of its subsidiaries, is
eligible to participate in the Plan.
(b) Investment Option. An eligible employee regardless of
whether he or she is already a shareholder of record may participate
in the Plan by making optional cash investments in the manner as
provided in Paragraph 6.
All shares acquired by an employee through optional cash
investments will be credited to the employee's account under the
Plan. Cash dividends on shares (including fractional shares) of
Common Stock held in the employee participant's account under the
Plan will be automatically reinvested in additional shares of Common
Stock. Fractional shares will be computed to three decimal places.
(c) Enrollment. To participate in the Plan, an eligible
employee should complete the Employee Authorization Form in the
manner as contemplated by Paragraph 6 and return the completed Form
to the Trust Company.
(d) Employees Who Are Shareholders of Record. An employee
who is a shareholder of record and who desires to reinvest cash
dividends on the shares of Common Stock held in his or her name may
enroll in the Plan by executing a Shareholder Authorization Form and
forwarding it to the Trust Company in the manner provided in
Paragraph 4.
(e) Employee Participants Who Leave the Company.
Termination of employment does not automatically terminate
participation in the Plan. Dividends on shares held under the Plan
for the account of an employee participant who leaves the Company
will continue to be reinvested until the participant withdraws from
the Plan. Optional cash investments may continue to be made by such
participant so long as there are shares credited to his or her
account under the Plan.
6. Optional Cash Investments.
(a) Investment of Optional Cash. An initial optional cash
investment may be made by a participant when enrolling in the Plan by
sending a check or money order (payable to Firstar Trust Company) to
the Trust Company with a Shareholder Authorization Form (in the case
of a shareholder of record) or an Employee Authorization Form (in the
case of an eligible employee). Once enrolled, the participant may
use forms supplied by the Trust Company with each statement of
account to make additional optional cash investments. Optional cash
investments, if made in such manner, need not be in the same amount
each time. Participants under the Plan may also authorize the Trust
Company to automatically deduct a fixed amount from their checking
account each month to purchase Common Stock. To make automatic
optional cash investments, a participant will be required to complete
and return to the Trust Company a Shareholder Authorization Form or
an Employee Authorization Form, as the case may be, as well as
deliver to the Trust Company a check from his or her checking account
marked "VOID" across the front. Automatic deductions will be made on
the 25th (or the next succeeding business day if the 25th of the
month is not a business day) of each month, starting with the month
after the month in which the Trust Company receives a participant's
completed Authorization Form.
Optional cash investments received from participants or
automatically withdrawn from participants' accounts in any month will
be applied by the Trust Company to the purchase of additional shares
of Common Stock as of the Investment Date (as defined in Paragraph 7)
following the receipt of such payments except as otherwise provided
below. To be reinvested on the next Investment Date, optional cash
investments must be received by the Trust Company no later than the
25th of each month (or the next succeeding business day if the 25th
of the month is not a business day). Any optional cash received
thereafter but prior to the next Investment Date will be held by the
Trust Company and invested on the next succeeding Investment Date.
Neither the Company nor the Trust Company will pay interest on
optional cash pending investment.
(b) Limitations on Amounts of Payments or Withdrawals.
Each optional cash investment by a participant must be at least $25
and the total of such investments (including both cash payments and
automatic withdrawals) may not exceed $7,500 during any calendar
quarter. All amounts received by the Trust Company for investment
under the Plan must be denominated in United States dollars.
(c) Return of Uninvested Cash. A participant may, without
terminating participation in the Plan, obtain the return of any
uninvested optional cash upon written request received by the Trust
Company at least two business days prior to the applicable Investment
Date.
7. Purchase of Common Stock by the Trust Company. Purchases
of Common Stock under the Plan will be made on or as soon as practicable
after the following applicable "Investment Dates":
(a) Each dividend payment date is an Investment Date for
the reinvestment of cash dividends.
(b) The first business day of each month is an Investment
Date for the investment of optional cash.
For various reasons, including the observance of the rules and
regulations of the Securities and Exchange Commission or other regulatory
agencies requiring temporary curtailment or suspension of purchases, the
investment of all or part of the funds available in a participant's
account may be delayed from time to time. No interest will be paid by the
Company or the Trust Company pending investment of funds held under the
Plan.
A participant's account will be credited with that number of
shares of Common Stock (including any fractional shares, computed to three
decimal places) equal to the total amount to be invested divided by the
applicable purchase price per share.
8. Price to Participants. The price of shares of Common Stock
purchased from the Company for participants will be the average (computed
to four decimal places) of the high and low prices of shares of Common
Stock on the Nasdaq National Market on the applicable Investment Date. If
no trading occurs on the Nasdaq National Market in the Common Stock on the
applicable Investment Date, the price will be determined with reference to
the next preceding date on which the Common Stock was traded on the Nasdaq
National Market. The price of shares of Common Stock purchased for
participants on the open market or in privately negotiated transactions
will be the weighted average of the prices paid for such shares on the
date the shares are purchased. If shares are purchased on the open market
or in privately negotiated transactions on more than one date, a weighted
average of such averages will be used. In the event investment under the
Plan is made both in newly-issued and previously-issued shares, the shares
purchased shall be allocated proportionately among the accounts of all
participants for whom funds are being invested at that time.
9. Reports to Participants. The Trust Company will maintain
an account for each participant. All shares of Common Stock (including
any fractional shares, computed to three decimal places) purchased for a
participant under the Plan will be credited to his or her account.
Each participant in the Plan will receive a quarterly statement
of his or her account from the Trust Company as soon as practicable
following each dividend payment date. The Trust Company will also furnish
a participant with an account statement as soon as practicable following
the investment of any optional cash.
10. Custody of Stock and Issuance of Stock Certificates. The
Trust Company will hold the shares of all participants acquired under the
Plan in its name or one of its nominee's name without charge. A
participant may, from time to time, make written request of the Trust
Company to issue a stock certificate in his or her name for full shares.
No certificates for fractional shares will be issued.
11. Costs and Expenses. All costs and expenses associated with
the operation of the Plan, including service charges, will be paid by the
Company. However, a participant who withdraws from participation in the
Plan and instructs the Trust Company to sell the Common Stock then held in
the Plan for his or her account will be responsible for his or her pro
rata share of applicable brokerage commissions.
12. Withdrawal from Plan.
(a) Timing and Effect of Withdrawal. A participant may
withdraw from the Plan at any time by notifying the Trust Company in
writing. A participant will be deemed to have withdrawn from the
Plan upon the Trust Company receiving notice in writing of the
participant's death. Termination of participation in the Plan by a
shareholder of record will immediately stop all reinvestment of the
participant's dividends if the notice of withdrawal is received by
the Trust Company not later than 10 business days prior to the record
date for the next dividend payment. Investment of optional cash will
stop immediately if notification of withdrawal from the Plan is
received by the Trust Company at least two business days prior to the
applicable Investment Date. The entire amount of any optional cash
received for which investment has been stopped by termination of
participation in the Plan will be refunded to the participant. In
addition to the foregoing, the Trust Company may terminate any
account by written notice to the participant and to the Company.
(b) Sale of Shares or Issuance of Certificates upon
Withdrawal from Plan. Upon termination of a participant's account,
the participant (or his or her personal representative or other
authorized agent) may elect to receive either stock or cash for all
the full shares in the participant's account. If the participant's
account with the Trust Company is terminated and the participant (or
his or her personal representative or other authorized agent) elects
to have the participant's shares in the Plan sold, the Trust Company
shall make such sale and send to the participant (or his or her
personal representative or other authorized agent) the proceeds less
any commissions. Sales requests may be accumulated by the Trust
Company, but no sales transactions shall be delayed (unless otherwise
required by law or unless required to allow the Trust Company to
credit the last dividend payment to the participant's account) for
more than 10 business days. If funds are available, such shares may
be purchased by the Trust Company for investment under the Plan at
their current market value (determined in the same manner as the
price of newly-issued shares is determined under Paragraph 8) as of
the date of such sale to the Trust Company. If no election is made,
and within a reasonable time after termination, a certificate for the
shares purchased under the Plan will be issued and delivered to the
participant or his or her estate for all full shares. In any event,
any fractional interest in a share will be converted to cash at the
market value as of the date of the sale thereof (determined in the
same manner as the price of newly-issued shares is determined under
Paragraph 8).
(c) Rejoining the Plan. Any eligible shareholder of
record or employee may rejoin the Plan at any time by completing a
new Authorization Form. However, the Company shall have the right to
reject any such Form from a previous participant on grounds of
excessive termination and rejoining.
13. Sale or Other Transfer of Registered Shares. If a
participant disposes of all the shares of Common Stock registered in his
or her name, but retains shares in the Plan, the Trust Company will
continue to reinvest the cash dividends on shares in the Plan, subject to
a participant's right to withdraw from the Plan at any time.
If a shareholder participant who has selected the partial
dividend reinvestment option disposes of a portion of the shares
registered in his or her name, to the extent that such participant has
registered in his or her name fewer shares than the number of shares
designated as participating in the Plan, dividends on all shares remaining
in the name of the participant will be reinvested under the Plan. If such
participant subsequently acquires additional shares registered in his or
her name, such additional shares shall be deemed to participate in the
Plan until the number of shares equals the number of shares designated as
participating in the Plan on the participant's then current Shareholder
Authorization Form.
14. Voting of Shares Held Under the Plan. The Trust Company
will vote at shareholders' meetings any full shares of Common Stock held
for each participant's account under the Plan in accordance with the
directions provided by the participant to the Trust Company. Such shares
will not be voted if no directions are given by the participant.
15. Stock Dividends and Issuance of Rights. Any shares
distributed pursuant to stock dividends or stock splits effected by the
Company on shares held by the Trust Company for a participant will be
credited to such participant's account. In the event that the Company
makes available to the holders of its Common Stock subscription or other
rights to purchase additional shares of Common Stock or other securities,
the Trust Company will (if and when such rights trade independently) sell
the rights accruing to all shares held by the Trust Company for the
participants and will apply the net proceeds of such sale to the purchase
of Common Stock in accordance with Paragraph 6. The Company will notify
each participant in advance of any such offer. If the participant does
not want the Trust Company to sell his or her rights and invest the
proceeds, it will be necessary for such participant to transfer all full
shares held under the Plan to his or her own name by a given date. This
will permit the participant to exercise, transfer or sell the rights on
such shares. In the event that rights issued by the Company are redeemed
prior to the date that such rights trade independently, the Trust Company
will invest the resultant funds in additional shares of Common Stock in
accordance with Paragraph 6.
16. No Right to Draw Against Account. No participant shall
have a right to draw checks or drafts against his or her account or to
give instructions to the Trust Company with respect to any shares or cash
held therein except as expressly provided herein.
17. Notice to Participants. Notices to the participants may be
given by letter addressed to each participant at his or her last address
of record with the Company. Each participant shall give prompt written
notice to the Company of any change of address.
18. Amendment and Termination of Plan. The Company reserves
the right to suspend, modify or terminate the Plan at any time. All
participants will be notified of any suspension, termination or
significant modification of the Plan within a reasonable time prior to
such change.
19. Duties and Responsibilities. Neither the Company nor the
Trust Company nor its nominees shall have any responsibility beyond the
exercise of ordinary care for any action taken or omitted pursuant to the
Plan, nor shall they have any duties, responsibilities or liabilities
except as expressly set forth herein. Neither the Company nor the Trust
Company shall be liable hereunder for any act, done in good faith, or for
any good faith omission to act, including without limitation, any claims
of liability (a) with respect to the time or prices at which shares are
purchased or sold for a participant's account, or any inability to
purchase or sell shares, (b) for any fluctuation in the market value after
purchase or sale of shares, or (c) arising out of a failure to terminate a
participant's account upon such participant's death prior to receipt of
notice in writing of such death.
20. Governing Law. This Plan is governed by the internal law
of the State of Wisconsin.
SHAREHOLDER AUTHORIZATION FORM
BANTA CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1. Dividend Reinvestment reinvested in Banta Corporation
(Check only one box - fill in amount Common Stock.
where appropriate)
/_/ a. Full Cash Dividend Reinvestment. I ____________________________*
wish to reinvest under the Plan cash Signature
dividends on all shares registered in
my name. ____________________________
/_/ b. Partial Cash Dividend Reinvestment. Signature
I wish to have cash dividends
reinvested on __________ shares Date _________________________
registered in my name. I wish to (Please sign above exactly as
have the balance of my cash dividends name appears on reverse side.
mailed to me. If shares are held jointly,
each shareholder must sign.)
2. Optional Cash Investments (minimum $25
per month; maximum $7,500 per calendar
quarter) * Under penalties of perjury, I
(Check one or both boxes) certify (1) that the number
/_/ a. Cash Payment. Please buy shares with shown on the reverse of this
the enclosed check or money order for Form is my correct Taxpayer
$_______ payable to Firstar Trust Identification Number and (2)
Company. that I am not subject to backup
/_/ b. Automatic Investment Option. I want withholding because: (a) I am
cash deducted from my checking exempt from backup withholding,
account on the 25th day of each month or (b) I have not been notified
to buy shares. If you choose the by the Internal Revenue Service
Automatic Investment Option, you must (the "IRS") that I am subject to
complete and sign the Authorization backup withholding as a result
below in addition to completing and of a failure to report all
signing the other portions of this interest or dividends, or (c)
Form. the IRS has notified me that I
am no longer subject to backup
To the extent I have so designated, I hereby withholding.
elect to participate in the Plan and
authorize Firstar Trust Company, as my
agent, to apply cash dividends and any
optional cash investments received by it on
my behalf to the purchase of shares of Banta
Corporation Common Stock. I understand that
all dividends received on shares credited to
my Plan account will be automatically
(Please complete the reverse side)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AUTHORIZATION FOR AUTOMATIC DEDUCTION FROM CHECKING ACCOUNT
AMOUNT TO BE DEDUCTED EACH MONTH FROM MY CHECKING ACCOUNT (MINIMUM $25.00
PER MONTH; MAXIMUM $7,500 PER QUARTER) $__________________
NAME OF FINANCIAL INSTITUTION ___________________________________________
ADDRESS OF FINANCIAL INSTITUTION ________________________________________
Street City State Zip Code
CHECKING ACCOUNT NUMBER __________________________________
ABA TRANSIT ROUTING NUMBER (Usually printed in the lower left corner of
your check) ____ ____ ____ ____ ____ ____ ____ ____ ____
I hereby authorize Firstar Trust Company to
withdraw from my checking account on the
25th of each month the amount specified
above. The funds will be used to purchase
Banta Corporation Common Stock in
accordance with the Banta Corporation
Dividend Reinvestment and Stock Purchase
Plan.
Please sign below exactly as name appears
on your checking account.
___________________________________________
Signature
___________________________________________
Please print your name
Date _______________________________
IMPORTANT: YOU MUST ATTACH A VOIDED CHECK TO THIS FORM IF YOU ARE
ELECTING THE AUTOMATIC INVESTMENT OPTION
<PAGE>
SHAREHOLDER AUTHORIZATION FORM
BANTA CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
_________________________________________________________________________
Name(s) exactly as set forth on your stock certificate
_________________________________________________________________________
Additional space for name(s) if necessary
_________________________________________________________________________
Street Address
_________________________________________________________________________
City State Zip Code
_____ - ___ - _____ ___ - ______________
Social Security Number (To be Employer Identification
completed if the shareholder is Number (To be completed
an individual. If shares are if the shareholder is not
held jointly, the Social an individual.)
Security Number should be that
of the first person listed on
the stock certificate.)
BE SURE TO COMPLETE BOTH SIDES OF THIS FORM.
MAIL TO FIRSTAR TRUST COMPANY, P.O. BOX 2077, MILWAUKEE, WI 53201-2077
EMPLOYEE AUTHORIZATION FORM
BANTA CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
I wish to participate in the Dividend
Reinvestment and Stock Purchase Plan as
follows: * Under penalties of perjury,
(minimum $25 per month; maximum $7,500 per I certify (1) that the number
calendar quarter) shown on the reverse of this
Form is my correct Taxpayer
/_/ 1. Cash Payment. Please buy shares with Identification Number and (2)
the enclosed check or money order for that I am not subject to backup
$_______ payable to Firstar Trust withholding because: (a) I am
Company. exempt from backup withholding,
or (b) I have not been notified
/_/ 2. Automatic Investment Option. I want by the Internal Revenue Service
cash deducted from my checking (the "IRS") that I am subject to
account on the 25th day of each month backup withholding as a result
to buy shares. If you choose the of a failure to report all
Automatic Investment Option, you must interest or dividends, or (c)
complete and sign the Authorization the IRS has notified me that I
below in addition to completing and am no longer subject to backup
signing the other portions of this withholding.
Form.
To the extent I have so designated, I hereby
elect to participate in the Plan and
authorize Firstar Trust Company, as my
agent, to apply optional cash investments
received by it on my behalf to the purchase
of shares of Banta Corporation Common Stock.
I understand that all dividends received on
shares credited to my Plan account will be
automatically reinvested in Banta
Corporation Common Stock.
______________________________*
Signature
Date ________________________
(Please sign above exactly as name appears
on reverse side.)
(Please complete the reverse side)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AUTHORIZATION FOR AUTOMATIC DEDUCTION FROM CHECKING ACCOUNT
AMOUNT TO BE DEDUCTED EACH MONTH FROM MY CHECKING ACCOUNT (MINIMUM $25.00
PER MONTH; MAXIMUM $7,500 PER CALENDAR QUARTER) $_______________
NAME OF FINANCIAL INSTITUTION __________________________________________
ADDRESS OF FINANCIAL INSTITUTION _________________________________________
Street City State Zip Code
CHECKING ACCOUNT NUMBER ________________________________________________
ABA TRANSIT ROUTING NUMBER (Usually printed in the lower left corner of
your check) ____ ____ ____ ____ ____ ____ ____ ____ ____
I hereby authorize Firstar Trust Company to
withdraw from my checking account on the
25th of each month the amount specified
above. The funds will be used to purchase
Banta Corporation Common Stock in
accordance with the Banta Corporation
Dividend Reinvestment and Stock Purchase
Plan.
Please sign below exactly as name appears
on your checking account.
__________________________________________
Signature
___________________________________________
Please print you name
Date ________________________________
IMPORTANT: YOU MUST ATTACH A VOIDED CHECK TO THIS FORM IF YOU ARE
ELECTING THE AUTOMATIC INVESTMENT OPTION
<PAGE>
EMPLOYEE AUTHORIZATION FORM
BANTA CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Please print or type the information below exactly as you wish to register
your account.
_________________________________________________________________________
Name
_________________________________________________________________________
Street Address
_________________________________________________________________________
City State Zip Code
_____ - ___ - _____
Social Security Number
BE SURE TO COMPLETE BOTH SIDES OF THIS FORM.
MAIL TO FIRSTAR TRUST COMPANY, P.O. BOX 2077, MILWAUKEE, WI 53201-2077
FOLEY & LARDNER
Firstar Center
777 East Wisconsin Avenue
Milwaukee, WI 53202-5367
October 5, 1994
Banta Corporation
225 Main Street
Menasha, Wisconsin 54952
Gentlemen:
We have acted as counsel for Banta Corporation, a Wisconsin
corporation (the "Company"), with respect to the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"),
including the prospectus constituting a part thereof (the "Prospectus"),
to be filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"),
relating to 500,000 shares of the Company's Common Stock, $.10 par value
(the "Common Stock"), and the rights to purchase shares of Common Stock
accompanying each share of Common Stock (the "Rights"), which may be
issued by the Company pursuant to the Banta Corporation Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). The terms of the
Rights are as set forth in that certain Rights Agreement, dated as of
October 29, 1991, by and between the Company and Firstar Trust Company
(f/k/a First Wisconsin Trust Company), as Rights Agent (the "Rights
Agreement").
In connection with our representation, we have examined: (a) the
Plan; (b) the Registration Statement, including the Prospectus; (c) the
Articles of Incorporation and By-laws of the Company, as amended to date;
(d) the Rights Agreement; (e) resolutions of the Company's Board of
Directors relating to the Plan and the issuance of securities thereunder;
and (f) such other proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. It is presently contemplated that the shares of Common
Stock to be acquired under the Plan will either be purchased in the open
market, acquired in privately negotiated transactions or purchased
directly from the Company. To the extent the shares of Common Stock to be
acquired under the Plan shall constitute shares newly issued by and
purchased directly from the Company, such shares of Common Stock, when
issued pursuant to the terms and conditions of the Plan, and as
contemplated in the Registration Statement and Prospectus, will be validly
issued, fully paid and nonassessable, except with respect to wage claims
of, or other debts owing to, employees of the Company for services
performed, but not exceeding six months' service in any one case, as
provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation
Law and as such section may be interpreted by a court of law.
3. The Rights when issued pursuant to the terms of the Rights
Agreement will be validly issued.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the references to our firm therein. In
giving our consent, we do not admit that we are "experts" within the
meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
FOLEY & LARDNER
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our reports dated January 31, 1994 included in and
incorporated by reference in the Banta Corporation Form 10-K for the year
ended January 1, 1994 and all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
October 6, 1994
