SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended December 31, 1993
or
[ ] TRANSACTION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from ________ to ________.
Commission File Number 0-6187
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
BANTA CORPORATION INCENTIVE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Banta Corporation
River Place
225 Main Street
P.O. Box 8003
Menasha, Wisconsin 54952
Page number of Exhibit Index [ 16 ]
<PAGE>
REQUIRED INFORMATION
The following financial statements and schedules of the Banta Corporation
Incentive Savings Plan, prepared in accordance with the financial reporting
requirements of the Employees Retirement Income Securities Act of 1974, as
amended, are filed herewith.
<PAGE>
BANTA CORPORATION
INCENTIVE SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1993 AND 1992
TOGETHER WITH AUDITORS' REPORT
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Banta Corporation:
We have audited the accompanying statements of net assets available for
benefits of the BANTA CORPORATION INCENTIVE SAVINGS PLAN as of December 31,
1993 and 1992, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements and the
schedules referred to in the accompanying index are the responsibility of the
Plan's administrative committee. Our responsibility is to express an opinion
on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial status of the Banta
Corporation Incentive Savings Plan as of December 31, 1993 and 1992, and the
changes in net assets available for the years then ended, in conformity with
general accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules referred to
in the accompanying index are presented for purposes of additional analysis
and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedure applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
June 20, 1994.
<PAGE>
<TABLE>
BANTA CORPORATION
INCENTIVE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1993
<CAPTION>
Equity Equity Company Fixed
Income Growth Stock Income Loan
ASSETS Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value
(cost of $32,096,372):
Fidelity Equity Income Fund $14,437,439 $ - $ - $ - $ - $14,437,439
Phoenix Service Growth Fund - 3,759,120 - - - 3,759,120
Banta Corporation common stock - - 3,834,453 - - 3,834,453
Fixed income investments - - - 13,463,973 - 13,463,973
Marshall Money Market Fund 34,639 14,452 28,863 28,829 - 106,783
----------- ----------- ----------- ----------- ----------- -----------
Total investments 14,472,078 3,773,572 3,863,316 13,492,802 - 35,601,768
LOANS TO PARTICIPANTS - - - - 1,324,615 1,324,615
RECEIVABLES:
Participants' contribution 46,748 26,714 26,713 33,392 - 133,567
Employer's contribution 10,294 5,883 5,882 7,353 - 29,412
Accrued interest and dividends 17 2 67 5,180 - 5,266
----------- ----------- ----------- ----------- ----------- -----------
Total receivables 57,059 32,599 32,662 45,925 - 168,245
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $14,529,137 $ 3,806,171 $ 3,895,978 $13,538,727 $ 1,324,615 $37,094,628
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
BANTA CORPORATION
INCENTIVE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1992
<CAPTION>
Equity Fixed
Income Income Loan
ASSETS Fund Fund Fund Total
<S> <C> <C> <C> <C>
INVESTMENTS, at fair value
(cost of $24,545,624):
Fidelity Equity Income Fund $11,991,335 $ - $ - $11,991,335
Fixed income investments - 13,062,672 - 13,062,672
Marshall Money Market Fund 1,387 6,835 - 8,222
----------- ----------- ----------- -----------
Total investments 11,992,722 13,069,507 - 25,062,229
LOANS TO PARTICIPANTS - - 895,844 895,844
RECEIVABLES:
Participants' contribution 45,464 44,564 - 90,028
Employer's contribution 10,037 9,839 - 19,876
Accrued interest and dividends 12 64 20,476 20,552
----------- ----------- ----------- ----------
Total receivables 55,513 54,467 20,476 130,456
CASH - 5,386 - 5,386
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $12,048,235 $13,129,360 $ 916,320 $26,093,915
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
BANTA CORPORATION
INCENTIVE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Equity Equity Company Fixed
Income Growth Stock Income Loan
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income -
Net appreciation in fair
value of investments $ 1,832,753 $ 102,202 $ 606,154 $ 39,803 $ - $ 2,580,912
Interest 353 204 2,324 915,142 63,502 981,525
Dividends 441,218 51,694 31,727 - - 524,639
------------ ------------ ------------ ------------ ------------ ------------
Total investment income 2,274,324 154,100 640,205 954,945 63,502 4,087,076
Contributions:
Employer 460,339 250,640 172,564 446,895 - 1,330,438
Participants 2,066,203 1,128,130 778,189 2,002,304 - 5,974,826
------------ ------------ ------------ ------------ ------------ ------------
Total contributions 2,526,542 1,378,770 950,753 2,449,199 - 7,305,264
------------ ------------ ------------ ------------ ------------ ------------
Total additions 4,800,866 1,532,870 1,590,958 3,404,144 63,502 11,392,340
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefit and withdrawal
payments to participants 493,244 80,907 33,626 699,131 22,368 1,329,276
------------ ------------ ------------ ------------ ------------ ------------
Total deductions 493,244 80,907 33,626 699,131 22,368 1,329,276
------------ ------------ ------------ ------------ ------------ ------------
NET INCREASE BEFORE TRANSFERS 4,307,622 1,451,963 1,557,332 2,705,013 41,134 10,063,064
TRANSFERS FROM OTHER QUALIFIED PLANS 281,466 247,145 284,459 124,579 - 937,649
TRANSFERS BETWEEN FUNDS (2,108,186) 2,107,063 2,054,187 (2,420,225) 367,161 -
------------ ------------ ------------ ------------ ------------ ------------
NET INCREASE 2,480,902 3,806,171 3,895,978 409,367 408,295 11,000,713
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 12,048,235 - - 13,129,360 916,320 26,093,915
------------ ------------ ------------ ------------ ------------ ------------
End of year $14,529,137 $ 3,806,171 3,895,978 $13,538,727 1,324,615 $37,094,628
============ ============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
BANTA CORPORATION
INCENTIVE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
<CAPTION>
Equity Fixed
Income Income Loan
Fund Fund Fund Total
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income -
Net appreciation in fair
value of investments $ 1,007,217 $ - $ - $ 1,007,217
Interest 627 940,107 74,165 1,014,899
Dividends 395,982 - - 395,982
------------ ------------ ------------ ------------
Total investment income 1,403,826 940,107 74,165 2,418,098
Contributions:
Employer 548,049 551,655 - 1,099,704
Participants 2,265,994 2,304,418 - 4,570,412
------------ ------------ ------------ ------------
Total contributions 2,814,043 2,856,073 - 5,670,116
------------ ------------ ------------ ------------
Total additions 4,217,869 3,796,180 74,165 8,088,214
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefit and withdrawal
payments to participants 658,153 739,252 22,308 1,419,713
------------ ------------ ------------ ------------
Total deductions 658,153 739,252 22,308 1,419,713
------------ ------------ ------------ ------------
NET INCREASE BEFORE TRANSFERS 3,559,716 3,056,928 51,857 6,668,501
TRANSFERS FROM OTHER QUALIFIED PLANS 237,494 381,331 - 618,825
TRANSFERS BETWEEN FUNDS 462,515 (727,446) 264,931 -
------------ ------------ ------------ ------------
NET INCREASE 4,259,725 2,710,813 316,788 7,287,326
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 7,788,510 10,418,547 599,532 18,806,589
------------ ------------ ------------ ------------
End of year $12,048,235 $13,129,360 $ 916,320 $26,093,915
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
BANTA CORPORATION
INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
(1) Description of Plan -
The Banta Corporation Incentive Savings Plan (the "Plan") is a defined
contribution plan covering selected nonunion and regularly scheduled
part-time employees of Banta Corporation and Subsidiaries (the
"Company"). The Plan is regulated by the Department of Labor's Rules and
Regulation for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The purpose of the Plan is to give eligible
employees an opportunity to accumulate savings on a tax-advantaged basis
pursuant to Section 401(k) of the Internal Revenue Code.
Other significant provisions of the Plan include the following:
(a) Participants' accounts -
Separate accounts are maintained for each participant in the Plan.
These accounts reflect the contributions made on behalf of each
participant, matching contributions made by the Company, as well as
the trust earnings accumulated on the participant's account balance.
Benefits and withdrawals are paid out of amounts accumulated in each
participant's account.
(b) Investments -
All participant and Company contributions are invested in funds
selected by individual participants. A participant may allocate his
or her fund balance and contributions in increments of 10% among the
various investment funds offered by the Plan, except that no more
than 50% of a participant's balance may be allocated to the Company
Stock Fund.
As of January 1, 1993, the Plan offered two new investment options,
a Company Stock Fund and an Equity Growth Fund.
The Company Stock Fund invests primarily in the common stock of the
Company. The Equity Growth Fund and the Equity Income Fund invest
primarily in common stocks. The Fixed Income Fund invests primarily
in fixed income securities, and funds that invest in fixed income
securities, with yields, as of December 31, 1993, ranging from 6.15%
to 9.75%.
(c) Vesting -
All employer and employee contributions to the Plan, including the
earnings attributable to them, are fully vested at the time they are
made to the Plan.
(d) Benefits -
Distribution of a participant's account will be made in a lump sum
as soon as practicable upon termination. If a participant's balance
is greater than $3,500 at the termination date, the participant may
defer distribution. In any event, the distribution will be made
within 60 days after the end of the plan year in which a participant
has reached age 65 or becomes deceased.
<PAGE>
(e) Withdrawals -
Participants may withdraw all or part of their account balance if
they can demonstrate financial hardship pursuant to the Internal
Revenue Code. Withdrawals are limited to one per year and must be
approved by the administrative committee.
(f) Loans -
Participants may obtain a loan using their balance in the Plan as
collateral. The maximum loans are 50% of the participant's fixed
income fund contributions and earnings and 40% of the participant's
equity fund contributions and earnings as of the previous quarter
end. The loans cannot be less than $1,000 or more than $50,000.
Participants repay the loans through payroll deductions and all
interest paid is credited to their participant account. Interest is
charged at the prime rate when the loan was made plus 2%. The term
of the loan is established by the administrative committee but is not
to exceed five years, unless the funds are to be used to purchase a
primary residence, in which case the term may not exceed ten years.
(g) Termination of the Plan -
The Company may amend or terminate the Plan upon written notice.
Upon termination, the trust funds shall be liquidated and each
participant shall receive a pro rata distribution based on the
participant's account balance to the total of all participant
accounts.
(2) Significant Accounting Policies -
Basis of accounting - The financial statements have been prepared on the
accrual basis of accounting.
(3) Funding Policy -
Eligible employees are able to make pretax contributions to the Plan
between 1% and 12% of the participant's compensation, as defined in the
Plan agreement. Employee contributions (as defined by the Tax Reform Act
of 1986) allocated to a participant's account are limited to $8,994 and
$8,728 in 1993 and 1992, respectively.
The Company makes matching contributions of 50% of the first 2% of
compensation and 25% of the second 2% of compensation contributed by the
employee, not to exceed 1.5% of total compensation.
Allocation of trust earnings are made quarterly to the participant's
account on a pro rata basis.
Cash amounts from other qualified plans may be transferred to this Plan
if certain conditions are met as set forth in the Plan document.
<PAGE>
(4) Investments -
Investments are stated at fair market value as determined by the Trustee
by reference to published market data.
The fair market value of individual assets which represent 5% or more of
the Plan's net assets as of December 31, 1993 are included in the
accompanying Supplemental Schedule I.
(5) Benefits Paid to Participants -
Benefits paid to participants represent the amount paid to participants
who terminated employment during the year, as determined by their vesting
status at the time of termination. Included in net assets available for
benefits at December 31, 1993 and 1992, is approximately $273,000 and
$286,000, respectively, which is payable to terminated employees who have
withdrawn from the Plan.
(6) Income Tax Status -
The Plan has obtained a determination letter from the Internal Revenue
Service dated July 1, 1987, approving the Plan as qualified for tax-
exempt status. Plan amendments adopted since the last tax determination
letter will be included in the Company's next filing. In the opinion of
the Company's management, the Plan, as currently amended, remains tax-
exempt.
(7) Related Party Transactions -
Expenses of the Plan are paid by the Company with the exception of
investment fees, which are netted against investment income.
At December 31, 1993, 105,778 shares of the Company's common stock were
held for investment by the Company Stock Fund.
The Plan periodically invests in common funds managed by the Trustee.
The investments are included in the Supplemental Schedules.
The above transactions are not considered prohibited transactions by
statutory exemptions under the ERISA regulations.
<PAGE>
BANTA CORPORATION
INCENTIVE SAVINGS PLAN
DECEMBER 31, 1993
Index to Supplemental Schedules
Schedule of assets held for investment purposes Schedule I
Schedule of reportable transactions Schedule II
<PAGE>
<TABLE>
BANTA CORPORATION SCHEDULE I
INCENTIVE SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
<CAPTION>
SHARES / MARKET
FACE VALUE DESCRIPTION COST VALUE
<S> <C> <C> <C>
EQUITY INCOME FUND:
34,639 Marshall Money Market Fund $ 34,639 $ 34,639
426,638 Fidelity Equity Income Fund 11,577,889 14,437,439*
----------- -----------
Total Equity Income Fund $11,612,528 $14,472,078
=========== ===========
EQUITY GROWTH FUND:
14,452 Marshall Money Market Fund $ 14,452 $ 14,452
178,665 Phoenix Service Growth Fund 3,744,569 3,759,120*
----------- -----------
Total Equity Growth Fund $ 3,759,021 $ 3,773,572
=========== ===========
COMPANY STOCK FUND:
28,863 Marshall Money Market Fund $ 28,863 $ 28,863
105,778 Banta Corporation common stock 3,242,924 3,834,453*
---------- -----------
Total Company Stock Fund $ 3,271,787 $ 3,863,316
=========== ===========
FIXED INCOME FUND:
28,829 Marshall Money Market Fund $ 28,829 $ 28,829
Guaranteed Fixed Income Investments:
94,821 Shearson Lehman GIC Income Fund 997,861 1,037,627
1,041,512 M&I Stable Principal Fund 1,041,512 1,041,512
2,087,299 The Hartford Life Insurance Co. 2,087,299 2,087,299*
1,735,069 Sun Life Assurance Co. of Canada 1,735,069 1,735,069
2,930,429 Massachusetts Mutual Life Insurance Co.2,930,429 2,930,429*
2,695,374 Metropolitan Life Insurance Co. 2,695,374 2,695,374*
1,936,663 Metropolitan Life Insurance Co. 1,936,663 1,936,663*
----------- -----------
Total Fixed Income Fund $13,453,036 $13,492,802
=========== ===========
<FN>
* Investment represents 5% or more of the Plan's net assets as of December 31, 1993.
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
BANTA CORPORATION SCHEDULE II
INCENTIVE SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
PURCHASES SALES
_________________ ________________________________________________
DESCRIPTION OF ASSET TYPE OF SECURITY NUMBER AMOUNT NUMBER PROCEEDS COST GAIN
<S> <C> <C> <C> <C> <C> <C>
* Banta Corporation Common Stock Common Stock 63 $ 3,417,448 9 $ 189,244 $ 174,618 $ 14,626
Fidelity Equity Income Fund Common Stock Fund 61 3,269,523 9 2,606,265 2,270,519 335,746
Phoenix Service Growth Fund Common Stock Fund 56 4,520,810 7 781,764 776,241 5,523
Shearson Lehman Trust Guaranteed
Investment Contract 3 1,001,080 3 1,001,080 1,001,080 -
Massachusetts Mutual Guaranteed
Life Insurance Co. Investment Contract 2 33,761 1 2,593,167 2,593,167 -
Metropolitan Life Guaranteed
Insurance Co. Investment Contract 62 3,874,290 7 2,832,774 2,832,774 -
* Marshall Money Market Fund Money Market Fund 316 10,895,609 447 10,802,434 10,802,434 -
<FN>
*Represents a party in interest for the year ended December 31, 1993.
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Banta Corporation Incentive Savings Plan Administrative Committee,
which administers the Plan, has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Menasha, and State of Wisconsin, on this 28th day of June, 1994.
BANTA CORPORATION INCENTIVE SAVINGS PLAN
/s/ GERALD A. HENSELER
_____________________________________________________
Gerald A. Henseler
/s/ ROSALIE N. BARBERA
_____________________________________________________
Rosalie N. Barbera
/s/ CURTIS A. BOHM
_____________________________________________________
Curtis A. Bohm
/s/ THOMAS E. BOLL
_____________________________________________________
Thomas E. Boll
/s/ JAMES E. MILSLAGLE
_____________________________________________________
James E. Milslagle
The foregoing persons are a majority of the members
of the Banta Corporation Incentive Savings Plan
Administrative Committee which is the administrator
of the Banta Corporation Incentive Savings Plan.
<PAGE>
EXHIBIT INDEX
BANTA CORPORATION INCENTIVE SAVINGS PLAN
FORM 11-K
Page Number in
Sequentially
Numbered
Exhibit No. Exhibit Form 11-K
23.1 Consent of Arthur Andersen & Co.
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into the previously filed Banta
Corporation S-8 Registration Statement (No. 33-54576) for the Banta
Corporation Incentive Savings Plan.
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
June 27, 1994.
