<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.__)
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12
BANTA CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BANTA CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:(1)
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
BANTA CORPORATION
225 MAIN STREET
MENASHA, WISCONSIN 54952
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1994
To the Shareholders of Banta Corporation:
You are hereby notified that the annual meeting of shareholders of Banta
Corporation (the "Company") will be held at the Paper Valley Hotel & Conference
Center, 333 West College Avenue, Appleton, Wisconsin, on Tuesday, April 26,
1994, at 2:00 p.m., Central Time, for the following purposes:
1. To elect ten directors to serve for the ensuing year.
2. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on March 11, 1994 as
the record date for the determination of the shareholders entitled to notice of
and to vote at the annual meeting.
We hope that you will be able to attend the meeting in person, but if you
are unable to do so, please fill in, sign and promptly mail back the enclosed
proxy form, using the return envelope provided. If, for any reason, you should
subsequently change your plans you can, of course, revoke the proxy at any time
before it is actually voted.
By Order of the Board of Directors
BANTA CORPORATION
RONALD D. KNEEZEL
SECRETARY
Menasha, Wisconsin
March 16, 1994
<PAGE>
BANTA CORPORATION
225 MAIN STREET
MENASHA, WISCONSIN 54952
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1994
This proxy statement is being furnished to shareholders by the Board of
Directors (the "Board") of Banta Corporation, a Wisconsin corporation (the
"Company"), beginning on or about March 16, 1994, in connection with a
solicitation of proxies by the Board for use at the annual meeting of
shareholders to be held on Tuesday, April 26, 1994, at 2:00 p.m., Central Time,
at the Paper Valley Hotel & Conference Center, 333 West College Avenue,
Appleton, Wisconsin, and all adjournments or postponements thereof (the "Annual
Meeting"), for the purposes set forth in the attached Notice of Annual Meeting
of Shareholders.
Execution of a proxy given in response to this solicitation will not affect
a shareholder's right to attend the Annual Meeting and to vote in person.
Presence at the Annual Meeting of a shareholder who has signed a proxy does not
in itself revoke a proxy. Any shareholder giving a proxy may revoke it at any
time before it is voted by giving notice thereof to the Company in writing or in
open meeting , by attending the Annual Meeting and voting in person, or by
delivering a proxy bearing a later date.
A proxy, in the enclosed form, which is properly executed, duly returned to
the Company and not revoked will be voted in accordance with the instructions
contained therein. The shares represented by executed but unmarked proxies will
be voted FOR the ten persons nominated for election as directors referred to
herein and on such other business or matters which may properly come before the
Annual Meeting in accordance with the best judgment of the persons named as
proxies in the enclosed form of proxy. Other than the election of directors, the
Board has no knowledge of any matters to be presented for action by the
shareholders at the Annual Meeting.
Only holders of record of the Company's common stock, $.10 par value (the
"Common Stock"), at the close of business on March 11, 1994 are entitled to
notice of and to vote at the Annual Meeting. On that date, the Company had
outstanding and entitled to vote 20,037,388 shares of Common Stock, each of
which is entitled to one vote per share.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect ten directors of the
Company, each to hold office until the 1995 annual meeting of shareholders and
until his or her successor is duly elected and has qualified. Set forth below
are the Board's nominees to serve as directors of the Company. Unless
shareholders otherwise specify, the shares represented by the proxies received
will be voted in favor of the election as directors of the ten persons named as
nominees herein. The Board has no reason to believe that any of the listed
nominees will be unable or unwilling to serve as a director if elected. However,
in the event that any nominee should be unable or unwilling to serve, the shares
represented by proxies received will be voted for another nominee selected by
the Board.
2
<PAGE>
The following sets forth certain information, as of March 11, 1994, about
each of the Board nominees for election at the Annual Meeting. Except as
otherwise noted, each nominee has engaged in the principal occupation or
employment and held the offices shown for more than the past five years.
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION; OFFICE, IF ANY,
NAME AGE SINCE HELD IN THE COMPANY; OTHER DIRECTORSHIPS
- ----------------------- --------- --------- -------------------------------------------------------------
<S> <C> <C> <C>
Barry K. Allen 45 1993 President and Chief Operating Officer of Marquette
Electronics, Inc. (medical equipment and systems) since
September, 1993; President and Chief Executive Officer of
Illinois Bell, Inc. from July, 1993 to September, 1993;
President and Chief Executive Officer of Wisconsin Bell, Inc.
from 1989 to July, 1993; President and Chief Executive
Officer of Ameritech Publishing, Inc. (directory publishing
and marketing services) from 1987 to 1989; Director of
Harley-Davidson, Inc.
Calvin W. Aurand, Jr. 63 1989 Chairman of the Board and Chief Executive Officer of the
Company since July 1, 1989; President of the Company since
March 1, 1989; President and Chief Operating Officer of
American Bank Note Company (printer of currency, stamps and
stock and bond certificates) from 1985 until joining the
Company.
Jameson A. Baxter 50 1991 President, Baxter Associates (management and financial
consulting); President, Hubbard Securities, Inc. (securities
dealer); Director of The Putnam Funds.
George T. Brophy 59 1986 Chairman, Chief Executive Officer and President of ABTco,
Inc. (building materials) since October, 1992; Chairman of
GTB Enterprises (venture capital and consulting firm) from
1989 to 1992; President, Chief Executive Officer and Director
of Morgan Products Ltd. (specialty building materials) from
1984 to 1989; Director of ABTco, Inc.
William J. Cadogan 45 1993 Chairman since February, 1994, Chief Executive Officer since
November, 1991, and President since May, 1990 of ADC
Telecommunications, Inc. (transmission, networking and
broadband connectivity products); Senior Vice President of
ADC Telecommunications, Inc. from 1987 until 1990; Director
of ADC Telecommunications, Inc.
Gerald A. Henseler 53 1982 Executive Vice President and Chief Financial Officer of the
Company since 1992; Senior Vice President, Chief Financial
Officer and Treasurer of the Company prior thereto.
Bernard S. Kubale 65 1973 Partner, law firm of Foley & Lardner, Milwaukee, Wisconsin;
Director of Consolidated Papers, Inc. and Schultz
Sav-O-Stores, Inc.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION; OFFICE, IF ANY,
NAME AGE SINCE HELD IN THE COMPANY; OTHER DIRECTORSHIPS
- ----------------------- --------- --------- -------------------------------------------------------------
<S> <C> <C> <C>
Curtis W. Tarr 69 1976 Vice Chairman, Intermet Corporation (foundry and machining)
since June, 1992 and Chairman, Intermet Europe since July,
1990; Professor of Management, Johnson Graduate School of
Management, Cornell University from 1989 to 1990; Dean
thereof from 1984 to 1989; Director of Intermet Corporation.
Donald Taylor 66 1988 Associate, Sullivan Associates (a director candidate search
firm) since 1992; Managing Director, USA, Anatar Investments
Limited (international venture capital specialist) from 1989
to 1992; Director of Harnischfeger Industries, Inc. and
Johnson Controls, Inc.
Allan J. Williamson 62 1966 President of Banta Company, a division of the Company, since
January, 1991; Executive Vice President of Banta Company
prior thereto.
</TABLE>
Directors are elected by a plurality of the votes cast (assuming a quorum is
present). An abstention from voting will be tabulated as a vote withheld on the
election, and will be included in computing the number of shares present for
purposes of determining the presence of a quorum but will not be considered in
determining whether each of the nominees has received a plurality of the votes
cast at the Annual Meeting. A broker or nominee holding shares registered in its
name, or the name of its nominee, which are beneficially owned by another person
and for which it has not received instructions as to voting from the beneficial
owner, has the discretion to vote the beneficial owner's shares with respect to
the election of directors.
THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND
URGES EACH SHAREHOLDER TO VOTE "FOR" ALL NOMINEES. SHARES OF COMMON STOCK
REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED "FOR" ALL NOMINEES.
BOARD OF DIRECTORS
GENERAL
The Board held seven meetings in 1993. During 1993, each director attended
at least 75% of the aggregate of (a) the total number of meetings of the Board
held while he or she was a director and (b) the total number of meetings held by
all committees of the Board on which the director served.
The Company has Audit, Compensation and Nominating Committees of the Board.
The Audit Committee consists of Ms. Baxter and Messrs. Brophy, Kubale and Taylor
(Chairperson). The principal functions performed by the Audit Committee, which
met two times in 1993, are to meet with the Company's independent public
accountants before the annual audit to review procedures and the scope of the
audit; to review the results of the audit; to review the financial control
mechanisms used by the Company and the adequacy of the Company's accounting and
financial controls; and to annually recommend to the Board a firm of independent
public accountants to serve as the Company's auditors. The Compensation
Committee consists of Ms. Baxter and Messrs. Allen, Brophy, Cadogan, Kubale
(Chairperson), Tarr and Taylor. The principal functions of the Compensation
Committee, which met seven times in 1993, are to construe and administer the
Company's stock option plans, deferred compensation plans, Management Incentive
Award Plan and Long Term Incentive Plan; to annually evaluate salary grades and
ranges; to establish guidelines concerning average compensation increases; and
to specifically establish compensation of all officers, directors and subsidiary
or division presidents. The Nominating Committee consists of Ms. Baxter
(Chairperson) and Messrs. Aurand,
4
<PAGE>
Kubale and Tarr. The principal functions of the Nominating Committee, which met
two times in 1993, are to recommend persons to be selected by the Board as
nominees for election as directors; to recommend persons to be elected to fill
any vacancies in the Board; and to consider and recommend to the Board
qualifications for the office of director and policies concerning the term of
office of directors and the composition of the Board. The Nominating Committee
will consider persons recommended by shareholders to become nominees.
Recommendations for consideration by the Nominating Committee should be sent to
the Secretary of the Company in writing together with appropriate biographical
information concerning each proposed nominee.
DIRECTOR COMPENSATION
During 1993, directors of the Company, other than full time employees and
Mr. Kubale, received an annual retainer fee of $18,000 plus $750 for every
meeting of the Board they attended and $750 ($1,000 for the committee
chairperson) for every committee meeting they attended, unless such committee
meeting was held in conjunction with a Board meeting. Effective July 1, 1994,
the annual retainer fee for the directors will be increased to $20,000 and the
Board and committee meeting fees will be increased to $1,000 ($1,250 for the
committee chairperson). A director may elect to defer all or any part of the
foregoing cash compensation, in which case the amount deferred will be paid in
three annual installments after such person ceases to be a director and will be
credited with interest at the prime rate.
In addition to the fees described above, each non-employee director then in
office automatically received an option for 1,500 shares of Common Stock at a
per share exercise price of $27.33 on April 14, 1993 in accordance with the
terms of the Company's 1991 Stock Option Plan (the "1991 Plan"). Upon their
election to the Board in 1993, Messrs. Allen and Cadogan each automatically
received an option for 3,000 shares of Common Stock at per share exercise prices
of $32.875 and $32.50, respectively, in accordance with the 1991 Plan. Each
person when first elected as a non-employee director of the Company
automatically receives an option for 3,000 shares of Common Stock. Subsequent to
the initial grant, each non-employee director (who continues to serve in such
capacity) automatically receives an option to purchase an additional 1,000
shares of Common Stock on the day after the next two succeeding annual meetings
of shareholders. Options granted to non-employee directors become exercisable
six months after the date of grant, except that if the non-employee director
ceases to be a director by reason of death, disability or retirement during such
six-month period, the option will become immediately exercisable in full.
Options granted to non-employee directors terminate on the earlier of (a) five
years after the date of grant, (b) six months after the non-employee director
ceases to be a director by reason of death, or (c) three months after the non-
employee director ceases to be a director for any reason other than death.
On August 23, 1993, Mr. Tarr exercised an option under the 1991 Plan for
1,500 shares and realized a gain of $14,625. No other options were exercised by
non-employee directors under the 1991 Plan during fiscal 1993.
5
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of March 11, 1994, regarding
beneficial ownership of Common Stock by each director and nominee, each of the
executive officers named in the Summary Compensation Table set forth below, and
all of the directors and executive officers as a group. Except as otherwise
indicated in the footnotes, all of the persons listed below have sole voting and
investment power over the shares of Common Stock identified as beneficially
owned.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL
NAME OF BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
- --------------------------------------------------- ---------------------- -------------------
<S> <C> <C>
Barry K. Allen..................................... 4,000 *
Calvin W. Aurand, Jr............................... 52,120 *
Jameson A. Baxter.................................. 8,250 *
George T. Brophy................................... 7,650 *
William J. Cadogan................................. 200 *
Gerald A. Henseler................................. 77,265 (2) *
Bernard S. Kubale.................................. 11,550 *
Curtis W. Tarr..................................... 7,507 *
Donald Taylor...................................... 8,250 *
Allan J. Williamson................................ 127,365 *
John E. Tiffany.................................... 4,598 *
Ronald D. Kneezel.................................. 12,310 *
All directors and executive officers as a group (15
persons).......................................... 339,942 1.7 %
<FN>
- ---------
* Less than one percent.
(1) Includes shares subject to exercisable stock options as follows: Mr.
Allen, 3,000 shares; Mr. Aurand, 43,125 shares; Ms. Baxter, 7,500 shares;
Mr. Brophy, 7,500 shares; Mr. Henseler, 9,450 shares; Mr. Kubale, 7,500
shares; Mr. Tarr, 1,500 shares; Mr. Taylor, 7,500 shares; Mr. Williamson,
20,400 shares; Mr. Kneezel, 8,475 shares; and all directors and executive
officers as a group, 125,400 shares.
(2) Includes 18,610 shares held by Mr. Henseler's spouse and 4,937 shares held
by trusts for the benefit of Mr. Henseler's daughter. Mr. Henseler shares
voting and investment power over these shares.
</TABLE>
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION INFORMATION
The following table sets forth certain information for each of the last
three fiscal years concerning compensation awarded to, earned by or paid to the
Company's Chief Executive Officer and each of its four other most highly
compensated executive officers whose total cash compensation exceeded $100,000
in fiscal 1993. The persons named in the table are sometimes referred to herein
as the "named executive officers."
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------
AWARDS
----------- PAYOUTS
ANNUAL COMPENSATION SECURITIES -----------
---------------------- UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS PAYOUTS(2) COMPENSATION(3)
- ---------------------------- --------- ---------- ---------- ----------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Calvin W. Aurand, Jr. 1993 $ 380,000 $ 233,054 15,000 $ 74,729 $ 6,956
Chairman of the Board, 1992 350,000 238,000 22,500 -- 3,964
President and Chief 1991 325,000 92,625 15,000 -- 3,733
Executive Officer
Gerald A. Henseler 1993 234,000 120,112 7,000 45,026 6,637
Executive Vice President 1992 216,667 125,667 9,000 -- 2,884
and Chief Financial 1991 185,000 42,550 7,500 -- 2,543
Officer
Allan J. Williamson 1993 198,000 131,671 6,000 39,702 4,309
President of Banta 1992 187,500 107,761 9,000 -- 2,649
Company, a division of the 1991 175,000 0 7,500 -- 2,866
Company
John E. Tiffany 1993 151,000 62,408 5,000 30,529 3,288
Vice President 1992 144,000 69,120 7,500 -- 1,091
1991 136,000 23,800 6,000 -- 1,849
Ronald D. Kneezel 1993 147,000 60,755 5,000 29,325 3,087
Vice President, General 1992 140,000 67,200 7,500 -- 2,172
Counsel and Secretary 1991 127,000 22,225 6,000 -- 2,132
<FN>
- ---------
(1) Consists of awards under the Company's Management Incentive Award Plan,
which is a performance-based bonus plan.
(2) Consists of payouts under the Company's Long Term Incentive Plan. The
initial three-year performance period ended in fiscal 1993.
(3) For fiscal 1993, includes Company matching contributions under the
Company's Incentive Savings Plan, which is a profit sharing plan under
Section 401(k) of the Internal Revenue Code, of $4,497, $3,373, $3,373,
$2,476 and $2,698 for Messrs. Aurand, Henseler, Williamson, Tiffany and
Kneezel, respectively, and premiums for disability insurance in excess of
the coverage provided other salaried employees in the amounts of $2,459,
$3,264, $936, $812, and $389 paid by the Company on behalf of Messrs.
Aurand, Henseler, Williamson, Tiffany and Kneezel, respectively. For
fiscal years 1991 and 1992, the dollar amounts reflected consist solely of
Company matching contributions under the Incentive Savings Plan.
</TABLE>
7
<PAGE>
STOCK OPTIONS
The Company has in effect stock option plans pursuant to which options to
purchase Common Stock may be granted to key employees (including executive
officers) of the Company and its subsidiaries. The following table presents
certain information as to grants of stock options made during fiscal 1993 to the
named executive officers.
OPTION GRANTS IN 1993 FISCAL YEAR
<TABLE>
<CAPTION>
GRANT
INDIVIDUAL GRANTS DATE
- ------------------------------------------------------------------------------------------------- VALUE
PERCENTAGE OF ----------
NUMBER OF TOTAL OPTIONS GRANT
SECURITIES GRANTED TO EXERCISE OR DATE
UNDERLYING OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME GRANTED(1) FISCAL YEAR ($/SHARE) DATE VALUE(2)
- -------------------------------- ------------------- ----------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Calvin W. Aurand, Jr............ 15,000 7.2% $ 35.125 10/25/98 $ 147,600
Gerald A. Henseler.............. 7,000 3.3 35.125 10/25/98 68,880
Allan J. Williamson............. 6,000 2.9 35.125 10/25/98 59,040
John E. Tiffany................. 5,000 2.4 35.125 10/25/98 49,200
Ronald D. Kneezel............... 5,000 2.4 35.125 10/25/98 49,200
<FN>
- ---------
(1) The options reflected in the table (which are nonstatutory stock options
for purposes of the Internal Revenue Code) were granted on October 26,
1993 and vest 25% at the end of one year from the date of grant, 50% at
the end of two years and 100% at the end of three years. The options are
subject to early vesting in the case of the optionee's death, disability
or retirement after reaching age 65.
(2) The option values presented are based on the Black-Scholes option pricing
model adopted for use in valuing stock options. Material assumptions and
adjustments incorporated in the Black-Scholes model in estimating the
values of the options reflected in the table include the following: (a) an
exercise price of the option equal to the fair market value of the
underlying stock on the date of grant; (b) a risk-free rate of return
equal to 4.71%, representing the interest rate on a U.S. Treasury security
with a maturity date corresponding to the term of the option; (c)
volatility of 29.92%, which was calculated using daily Common Stock prices
for the one-year period prior to the date of grant; (d) a dividend yield
equal to 1.37%, representing the dividend yield on the Common Stock as of
the date of grant; and (e) an option term of five years. The actual value,
if any, that an optionee may realize upon exercise will depend on the
excess of the price of the Common Stock over the option exercise price on
the date that the option is exercised. There is no assurance that the
value realized by an optionee will be at or near the value estimated under
the Black-Scholes model.
</TABLE>
8
<PAGE>
The following table sets forth information regarding the exercise of stock
options by each of the named executive officers during the 1993 fiscal year and
the fiscal year-end value of unexercised options held by such officers.
AGGREGATED OPTION EXERCISES IN 1993
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END(1)
SHARES ACQUIRED VALUE --------------------------- --------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- --------------- ----------- ------------ ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Calvin W. Aurand, Jr....... 10,250 $ 154,090 45,250(2) 39,375 $ 893,458 $ 353,962
Gerald A. Henseler......... 5,475 68,050 9,450 17,500 172,921 157,148
Allan J. Williamson........ 9,000 134,250 20,400 16,500 404,858 156,023
John E. Tiffany............ 2,400 50,400 3,375(3) 13,625 50,287 127,613
Ronald D. Kneezel.......... 3,825 67,388 8,475 13,625 157,462 127,613
<FN>
- ---------
(1) The dollar values are calculated by determining the difference between the
fair market value of the underlying Common Stock and the exercise price of
the options at exercise or fiscal year-end, as the case may be.
(2) Includes options covering 2,125 shares of Common Stock which were
exercised by Mr. Aurand on February 9, 1994.
(3) Consists of options covering 3,375 shares of Common Stock which were
exercised by Mr. Tiffany on January 5, 1994.
</TABLE>
LONG TERM INCENTIVE PLAN
During fiscal 1993 each of the named executive officers was designated as a
participant under the Company's Long Term Incentive Plan (the "LTIP") for the
1993 to 1995 performance period. Information regarding such participation is set
forth below. Awards, if any, earned for the 1993 to 1995 performance period will
be paid in early 1996.
LONG TERM INCENTIVE PLAN -- PARTICIPATION IN 1993 FISCAL YEAR(1)
<TABLE>
<CAPTION>
PERFORMANCE OR OTHER ESTIMATED FUTURE PAYOUTS
PERIOD UNTIL ----------------------------------
NAME MATURATION OR PAYOUT THRESHOLD TARGET MAXIMUM
- -------------------------------------------- ---------------------- ----------- --------- ----------
<S> <C> <C> <C> <C>
Calvin W. Aurand, Jr........................ $ 49,375 $ 98,750 $ 148,125
Gerald A. Henseler.......................... 1993 to 1995 30,125 60,250 90,375
Allan J. Williamson......................... Fiscal Years 25,375 50,750 76,125
John E. Tiffany............................. 19,438 38,875 58,313
Ronald D. Kneezel........................... 18,875 37,750 56,625
<FN>
- ---------
(1) The LTIP (which was adopted in 1991) provides for cash awards to officers
and other key employees of the Company with respect to successive
three-year performance periods. Awards for a performance period under the
LTIP are based upon attainment of goals established for the Company as a
whole with respect to such performance period. For the 1993 to 1995
performance period (comparable to prior performance periods), awards will
be based on the achievement of a specified return on equity. Awards under
the LTIP range from 12.5% to 37.5% of a participant's
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
average base salary during the performance period depending upon whether
the threshold, target or maximum performance goals are achieved. The
estimated future payouts set forth above are based on the average of the
1993 and 1994 base salaries of the named executive officers.
</TABLE>
PENSION PLAN BENEFITS
The following table sets forth the estimated annual pension benefits payable
to a covered participant at normal retirement age under the Company's Salaried
Employees Pension Plan as well as under the Company's Supplemental Retirement
Plan (which, in part, provides benefits that would otherwise be denied
participants by reason of certain Internal Revenue Code limitations on qualified
benefit plans) based upon remuneration that is covered under the plans and years
of service with the Company and its subsidiaries.
<TABLE>
<CAPTION>
AVERAGE MONTHLY YEARLY PENSION AFTER
COMPENSATION IN SPECIFIED YEARS OF SERVICE
FIVE HIGHEST ----------------------------------------------
CONSECUTIVE YEARS 10 YEARS 20 YEARS 30 YEARS 35 YEARS
- ----------------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
$12,000...................... $ 36,000 $ 56,160 $ 76,320 $ 86,400
15,000...................... 45,000 70,200 95,400 108,000
18,000...................... 54,000 84,240 114,480 129,600
21,000...................... 63,000 98,280 133,560 151,200
24,000...................... 72,000 112,320 152,640 172,800
27,000...................... 81,000 126,360 171,720 194,400
30,000...................... 90,000 140,400 190,800 216,000
33,000...................... 99,000 154,440 209,880 237,600
36,000...................... 108,000 168,480 228,960 259,200
</TABLE>
A participant's remuneration covered by the Company's pension plans is such
participant's base salary. The base salaries paid for each of the last three
fiscal years to the named executive officers are set forth in the Summary
Compensation Table. Messrs. Aurand, Henseler, Williamson, Tiffany and Kneezel
have completed 5, 27, 31, 5 and 5 years of credited service under the Company's
pension plans, respectively. Benefits shown in the table are computed as a
straight single life annuity assuming retirement at age 65. The benefits
reflected in the table are subject to reduction for Social Security benefits.
AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
The Company has agreements with Messrs. Williamson and Henseler which
provide for certain benefits in the event of termination of employment after a
change of control of the Company. The principal benefits are: (a) a bonus under
any Company bonus or incentive plan or plans for the year in which termination
occurs; (b) continued salary payments and life insurance and medical and
disability insurance for a maximum of four years, with reduced payments for a
surviving spouse; (c) additional pension benefits to fully or partially
compensate for the reduction of benefits under the Company's pension plan due to
termination of employment; and (d) full exercise rights for all stock options
for three months following termination of employment. These benefits are made
available if the executive officer's employment is terminated by the Company
other than for cause as defined in the agreements or if he terminates his
employment because of significant changes made in his working conditions or
status without his consent. Continued salary payments and insurance benefits are
to be reduced by corresponding payments and benefits obtained from any successor
employer. The transactions which are deemed to result in a "change of control"
of the Company for purposes of the agreements include: (1) the acquisition of
more than 30% of the voting stock of the Company by any person, organization or
group; (2) the sale of all or substantially all of the Company's business or
assets; (3) a consolidation or merger, unless the Company or a subsidiary is the
surviving corporation; (4) the acquisition of assets or stock of another entity
if in connection with the acquisition new persons become directors of the
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Company and constitute a majority of the Board of Directors; and (5) the
election in opposition to the nominees proposed by management of two or more
directors in any one election on behalf of any person, organization or group.
The Company has agreements, with Messrs. Aurand, Tiffany, Kneezel and
certain other officers and key employees which, in addition to benefits similar
to those described in (a), (c) and (d) above, provide for continued employment
for periods of from one to three years after a change of control (the
"Employment Period") and for lump-sum termination payments ranging from a
minimum of one year's salary and bonus to a maximum of three year's salary and
bonus if employment is terminated during the Employment Period by the Company
(other than for cause or disability) or by the executive due to significant
changes in his working conditions or status without his consent. During the
Employment Period, the executive's employee benefits such as health, accident
and life insurance will be continued until comparable benefits are available
from a new employer. The termination payment and amount of benefits may be
reduced to the extent necessary to avoid an "excess parachute payment" under the
Internal Revenue Code but if, notwithstanding any such reduction, the executive
is required to pay any excise tax, penalties or interest with respect to the
termination payment and benefits, the Company is required to make a cash payment
to him designed to compensate for such taxes, penalties and interest. The
Company has also agreed to pay Mr. Aurand a severance payment of one year's
salary if his employment is terminated by the Company other than for cause or
disability prior to a change of control, and to pay an additional retirement
benefit to Mr. Aurand of $12,500 for each year of service up to five years less
the amount he is entitled to receive under the Salaried Employees Pension Plan
and the Supplemental Retirement Plan.
The Company has deferred compensation plans for key employees in which the
named executive officers are eligible to participate and which provide for
deferral of salary payments. Payments under the deferred compensation plans
generally commence following retirement of the participant. However, in the
event of a change of control, a participant in the deferred compensation plans
will receive a lump sum payment. The lump sum payment will be equal to the
present value of the participant's future benefits if the participant is
receiving benefits at the time of such change of control or the amount standing
to the participant's credit in his or her deferred compensation account if the
participant is not otherwise entitled to receive benefits at the time of such
change of control. Amounts paid under the Management Incentive Award Plan and
the LTIP also are subject to deferral at the election of the participants.
Payment of such deferred amounts generally begins following the retirement of
the participant and is not subject to acceleration in the event of a change of
control of the Company. The Company has entered into an executive trust
agreement with Firstar Trust Company to provide a means of segregating assets
for the payment of these benefits (as well as benefits under the Company's
Supplemental Retirement Plan), subject to claims of the Company's creditors.
Such trust is only nominally funded until the occurrence of a potential change
of control.
The Company also has an agreement with Mr. Williamson providing for monthly
payments of $3,000 to him following retirement for a period of 120 months. In
the event of death after retirement and prior to receipt of all payments, any
remaining payments are to be made to Mr. Williamson's designated beneficiary or
estate. Payments under the agreement may be forfeited in the event Mr.
Williamson engages in specified competitive activities during the first four
years following retirement.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board is responsible for the various
aspects of the Company's compensation package offered to its executive officers,
including the named executive officers. The following is the report of the
Compensation Committee:
POLICIES GOVERNING EXECUTIVE COMPENSATION. The Company's general policies
relating to executive compensation are: (a) to establish a direct link between
executive compensation and the annual,
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intermediate-term and long-term performance of the Company; (b) to provide
performance-based compensation opportunities (including equity-based awards)
which allow executive officers to earn rewards for maximizing shareholder value;
(c) to attract and retain the key executives necessary for the Company's
long-term success; and (d) to reward individual initiative and the achievement
of specified goals. In applying these general policies, the Compensation
Committee's objective has been to ensure that a significant portion of the
compensation paid to more senior executive officers, such as the named executive
officers, be incentive-based since these individuals have more control and
responsibility for the Company's direction and performance. The Compensation
Committee's intent is that there would be greater variability in the levels of
compensation paid to these officers depending upon Company performance.
EXECUTIVE COMPENSATION PACKAGE. As reflected under the section entitled
"Executive Compensation," the Company's executive compensation package consists
of a mix of salary, bonus awards and stock option grants as well as benefits
under the employee benefit plans offered by the Company.
In setting and adjusting executive salaries, including the salaries of the
Chief Executive Officer and the other named executive officers, the Compensation
Committee, in conjunction with independent compensation consultants, compares
the base salaries paid or proposed to be paid by the Company with the ranges of
salaries paid by corporations of similar size and operating in comparable
industries. In establishing salaries for 1993, the Compensation Committee
reviewed salary data compiled by the Company's independent compensation
consultants, including data for FORTUNE 500 companies in the printing and
publishing industries. Although this comparison group included some of the
companies constituting the peer group described in the section entitled
"Performance Information," the comparison group considered by the Compensation
Committee was much larger than the peer group. It is the judgment of the
Compensation Committee that a review of the compensation practices of a broader
range of companies is appropriate in establishing competitive salary ranges for
the Company's executive officers. The relative financial performance of the
companies in the comparison group was not directly considered by the
Compensation Committee in its deliberations.
Using the salary ranges derived from a review of the comparison group
companies as a guide, the Compensation Committee established base salary levels
for the Company's executive officers at or around the median level of prevailing
market practice. The Chief Executive Officer made specific recommendations for
salary adjustments (other than his own) to the Compensation Committee based on
industry comparables, the level of responsibility delegated to the particular
executive officer, an analysis of the expertise and skills offered by each
officer and the officer's individual job performance. Salary levels established
for the Company's executive officers in 1993 were not directly tied to any
specific measure of corporate performance, although the Compensation Committee
did consider the cumulative total return on the Common Stock over the last
several years in reaching its final decision on compensation levels. See
"Performance Information." The Compensation Committee reviewed and fixed the
base salary of the Chief Executive Officer for 1993 based on similar competitive
compensation data and individual job performance criteria. The base salary paid
to the Chief Executive Officer for fiscal 1993 was $380,000.
In addition to base salary, it is the policy of the Compensation Committee
to provide a substantial portion of each executive officer's total compensation
through annual and intermediate-term incentive plans which provide awards based
on Company performance. The purpose of these plans is to more closely align
compensation to the Company's annual and intermediate-term financial performance
and to reward key employees for the achievement of certain other specified
goals.
The Company's Management Incentive Award Plan allows key employees of the
Company (including the Chief Executive Officer and the other named executive
officers) to earn cash bonus awards in any year in which the Company's return on
equity equals or exceeds 13% and certain other
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Company-wide and, where appropriate, divisional goals are achieved. The
Company-wide and divisional goals established under the Management Incentive
Award Plan are reviewed and approved on an annual basis by the Compensation
Committee. Under the Plan, and assuming that the return on equity threshold is
achieved, awards paid to executive officers serving in one of the Company's
divisions are based 25% on the achievement of an established goal for pre-tax
earnings on a Company-wide basis and 75% on the achievement of specific
divisional goals. The divisional goals are tailored to reflect management's
objectives regarding each individual division and include targets relating to
operating income, pre-tax earnings, sales, return on investment and gross
margin. Executive officers who have corporate (as compared with divisional)
responsibilities receive bonus awards under the Management Incentive Award Plan
based on the Company meeting the return on equity threshold and achieving a
pre-tax earnings target. Awards under the Plan are made on a continuum subject
to minimum, targeted and maximum amounts. Subject to certain limitations,
special awards may be made to specified participants even if the return on
equity target is not met if the Compensation Committee determines that such
participants contributed substantially to improved performance. Bonuses paid to
the named executive officers for 1993 performance under the Management Incentive
Award Plan are reflected in the "Bonus" column of the Summary Compensation
Table. The bonus paid to the Chief Executive Officer for 1993 ($233,054) was
based on the Company surpassing the 13% target for return on equity and
achieving a specified goal relating to pre-tax earnings on a Company-wide basis.
The Company's Long Term Incentive Plan (the "LTIP") is intended to provide
intermediate-term incentives for the Company's key employees, including the
named executive officers. The LTIP offers cash awards for the achievement of
specified targets for return on equity over successive three-year performance
periods. If the performance targets are met, the magnitude of awards under the
LTIP will be based on the extent to which goals are achieved or surpassed and
the particular employee's salary grade. The LTIP was established in 1991 and the
first performance period ended on January 1, 1994. During this performance
period, the Company achieved a three-year return on equity entitling
participants to awards between the threshold and targeted amounts. Based on this
performance and his salary grade, the Chief Executive Officer was awarded
$74,729 under the LTIP for the performance period ended January 1, 1994.
The Company's executive compensation package also includes stock option
grants. Options granted by the Company have a per share exercise price of 100%
of the fair market value of a share of Common Stock on the date of grant and,
accordingly, the value of the option will be dependent on the future market
value of the Common Stock. It has been the policy of the Company that options
should provide a long-term incentive and align the interests of management with
the interests of shareholders.
The number of shares of Common Stock subject to options granted to the
Company's executive officers is primarily based on the relative salary grade of
each officer. In granting options, the Compensation Committee does not employ
any specific formula tied to corporate performance. Based on his relative salary
grade and the foregoing policy, the Chief Executive Officer, on October 26,
1993, was awarded an option for 15,000 shares at an exercise price of $35.125
per share. By tying a portion of each executive officer's overall compensation
to stock price through the grant of options, the Compensation Committee seeks to
enhance its objective of providing a further incentive to maximize long-term
shareholder value.
In connection with the Company's stock option plans, the Compensation
Committee endorses the policy that stock ownership by management is an important
factor in aligning the interests of management and the Company's shareholders.
The Compensation Committee encourages participants in the stock option plans to
retain, at a minimum, such number of shares which have a market
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value equal to the "spread" earned on any option that is exercised. It is the
Compensation Committee's policy that share retention by stock option plan
participants will be considered in determining the size of any future stock
option grants.
The Compensation Committee's policy with respect to other employee benefit
plans is to provide competitive benefits to the Company's employees, including
executive officers, to encourage their continued service with the Company. In
the Compensation Committee's view, a competitive benefit package is also
essential to achieving the Company's goal of being able to attract new key
employees from time to time as events warrant.
Under Section 162(m) of the Internal Revenue Code, the tax deduction by
corporate taxpayers, such as the Company, is limited with respect to the
compensation of certain executive officers unless such compensation is based
upon performance objectives meeting certain regulatory criteria or is otherwise
excluded from the limitation. Based upon the Compensation Committee's commitment
to link compensation with performance as described in this report, the
Compensation Committee currently intends to qualify compensation paid to the
Company's executive officers for deductibility by the Company under Section
162(m) of the Internal Revenue Code.
BANTA CORPORATION
COMPENSATION COMMITTEE
Bernard S. Kubale, Chairperson
Barry K. Allen
Jameson A. Baxter
George T. Brophy
William J. Cadogan
Curtis W. Tarr
Donald Taylor
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Ms. Baxter and Messrs. Allen, Brophy,
Cadogan, Kubale (Chairperson), Tarr and Taylor. Mr. Kubale is a partner of the
law firm of Foley & Lardner, Milwaukee, Wisconsin. Foley & Lardner has served as
legal counsel to the Company for many years.
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PERFORMANCE INFORMATION
Set forth below is a line graph comparing during the last five years the
Company's cumulative total shareholder return on the Common Stock with the
cumulative total return of companies on the Standard & Poor's 500 Stock Index
and companies in a peer group selected in good faith by the Company. The total
return information presented in the graph assumes the reinvestment of dividends.
The companies in the peer group comparison are: American Business Products Inc.;
Bowne and Company Inc.; CSS Industries, Inc.; Cadmus Communications Corp.;
Courier Corp.; Devon Group, Inc.; Duplex Products Inc.; Ennis Business Forms
Inc.; John H. Harland Company; Reynolds and Reynolds Company; Standard Register
Company; Wallace Computer Services Inc.; and Waverly, Inc. All of these
companies are in the graphic arts industry. The returns of each component
company in the peer group have been weighted based on such company's relative
market capitalization at the beginning of each year.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG BANTA CORPORATION, S&P 500 INDEX AND PEER GROUP COMPANIES
[GRAPHIC]
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<CAPTION>
DECEMBER 31,
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1988 1989 1990 1991 1992 1993
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Banta Value.............................. $ 100 $ 100 $ 110 $ 132 $ 191 $ 254
S&P 500 Composite........................ 100 132 127 166 179 197
Peer Index............................... 100 114 86 124 144 175
</TABLE>
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INDEPENDENT PUBLIC ACCOUNTANTS
On February 2, 1994, the Board selected the firm of Arthur Andersen & Co.,
which served as independent certified public accountants for the fiscal year
ended January 1, 1994, to serve in such capacity for the current fiscal year. It
is expected that representatives of such firm will be present at the Annual
Meeting to answer appropriate questions and, if they so desire, to make a
statement.
OTHER MATTERS
All expenses of solicitation of proxies will be borne by the Company. In
addition to soliciting proxies by mail, proxies may be solicited personally and
by telephone by certain officers and regular employees of the Company. The
Company has retained D. F. King & Co., Inc. to assist in the solicitation of
proxies, and expects to pay such firm a fee of approximately $3,000 plus
out-of-pocket expenses. Brokers, nominees and custodians who hold Common Stock
in their names and who solicit proxies from the beneficial owners will be
reimbursed by the Company for out-of-pocket and reasonable clerical expenses.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors to file reports of ownership and changes of ownership
with the Securities and Exchange Commission. The regulations of the Securities
and Exchange Commission require the officers and directors to furnish the
Company with copies of all Section 16(a) forms they file. Based on such forms,
the Company believes that all its officers and directors have complied with the
Section 16(a) filing requirements, except that John E. Goode, a retired
director, inadvertently failed to file on a timely basis one report covering a
single transaction which was effected following his retirement from the Board.
SHAREHOLDER PROPOSALS
A shareholder who intends to present a proposal for action at any annual
meeting and who desires that such proposal be included in the Company's proxy
materials must submit the proposal to the Company in advance of the meeting.
Proposals for the annual meeting to be held in 1995 must be received by the
Company at its principal office no later than November 16, 1994. In addition, a
shareholder who otherwise intends to present business at any annual meeting must
comply with, among other things, the notice requirements set forth in the
Company's By-laws.
By Order of the Board of Directors
BANTA CORPORATION
RONALD D. KNEEZEL
SECRETARY
THE COMPANY WILL FURNISH TO ANY SHAREHOLDER, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR 1993. REQUESTS FOR FORM 10-K MUST
BE IN WRITING AND ADDRESSED TO GERALD A. HENSELER, EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER, BANTA CORPORATION, P.O. BOX 8003, MENASHA, WISCONSIN
54952.
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BANTA CORPORATION
Proxy for Annual Meeting of Shareholders to be held April 26, 1994
The undersigned constitutes and appoints CALVIN W. AURAND, JR. AND RONALD D.
KNEEZEL, or either of them, the true and lawful proxies of the undersigned, with
full power of substitution, to vote as designated below, all shares of Banta
Corporation which the undersigned is entitled to vote at the annual meeting of
shareholders of such corporation to be held at the Paper Valley Hotel &
Conference Center, 333 West College Avenue, Appleton, Wisconsin on April 26,
1994 at 2:00 P.M. Central Time, and at all adjournments or postponements
thereof:
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<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below / / WITHHOLD AUTHORITY / /
(except as marked to the contrary to vote for all nominees listed below
below)
BARRY K. ALLEN, CALVIN W. AURAND, JR., JAMESON A. BAXTER, GEORGE T. BROPHY, WILLIAM J. CADOGAN, GERALD A. HENSELER,
BERNARD S. KUBALE,
CURTIS W. TARR, DONALD TAYLOR, ALLAN J. WILLIAMSON.
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. In their discretion upon all such other business as may properly come
before the meeting.
THE UNDERSIGNED HEREBY REVOKES ANY OTHER PROXY HERETOFORE EXECUTED BY THE
UNDERSIGNED FOR THE MEETING AND ACKNOWLEDGES RECEIPT OF NOTICE OF THE ANNUAL
MEETING AND THE PROXY STATEMENT.
(Please sign on the other side)
<PAGE>
PROXY NO. (Continued from other side) NO. OF SHARES
The shares represented by this proxy when properly executed will be voted in
the manner directed herein by the undersigned shareholder; BUT, IF NO DIRECTION
IS INDICATED, THIS PROXY WILL BE VOTED FOR ITEM 1.
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<S> <C>
Date_____________________________________________,1994
Signature_____________________________________________
Signature if held jointly_____________________________
Please sign exactly as your name appears on your stock
certificate. Joint owners should each sign
personally. A corporation should sign full corporate
name by duly authorized officers and affix corporate
seal. When signing as attorney, executor,
administrator, trustee or guardian, give full title
as such.
</TABLE>
PLEASE SIGN AND MAIL PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BANTA
CORPORATION.
