SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 0-6187
BANTA CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-0148550
(State or other jurisdiction (IRS Employer
of incorporation or organization) I.D. Number)
225 Main Street, Menasha, Wisconsin 54952
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 751-7777
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes /X/
No / /
The registrant had outstanding on July 1, 1995, 20,211,809 shares of
$.10 par value common stock.
<PAGE>
BANTA CORPORATION AND SUBSIDIARIES
Quarterly Report Form 10-Q
For the Quarter Ended July 1, 1995
INDEX
PART I Financial Statements: Page Number
Unaudited Consolidated Condensed Balance Sheets
July 1, 1995 and December 31, 1994 . . . . . . . . . . . . . . 3
Unaudited Consolidated Condensed Statements of Earnings for
the Three and Six Months Ended July 1, 1995 and July 2, 1994 . 4
Unaudited Consolidated Condensed Statements of Cash Flows
for the Six Months Ended July 1, 1995 and July 2, 1994 . . . . 5
Notes to Unaudited Consolidated Condensed
Financial Statements . . . . . . . . . . . . . . . . . . . . . 6
Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . 7-8
PART II Other Information and Signatures:
Item 4 - Submission of Matters to a Vote of Security Holders . . 8
Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . 9
<PAGE>
PART I Item 1 - Financial Statements
BANTA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
July 1, December 31,
1995 1994
ASSETS
Current Assets
Cash $ 2,188 $ 370
Receivables 164,833 169,613
Inventories 75,448 67,797
Other current assets 12,312 10,644
------- --------
Total Current Assets 254,781 248,424
-------- --------
Plant and Equipment 555,676 523,735
Less Accumulated Depreciation 253,491 230,073
------- --------
Plant and Equipment, net 302,185 293,662
------- --------
Other Assets 10,903 11,766
Cost in Excess of Net Assets of
Businesses Acquired 26,790 23,911
------- -------
$594,659 $ 577,763
======= =======
LIABILITIES AND SHAREHOLDERS'
INVESTMENT
Current Liabilities
Notes payable $ 13,438 $ 56,001
Accounts payable 40,983 44,960
Accrued salaries and wages 20,536 20,239
Other accrued liabilities 19,683 17,469
Current maturities of long-term
debt 7,949 8,333
------- ---------
Total Current Liabilities 102,589 147,002
------- ---------
Long-term Debt 107,299 67,834
Deferred Income Taxes 18,968 19,218
Other Non-current Liabilities 14,194 12,122
Shareholders' Investment
Preferred stock - $10 par value;
authorized 300,000 shares, none
issued - -
Common stock - $.10 par value;
authorized 75,000,000
shares, 20,211,809 and 20,126,026
shares issued, respectively 2,021 2,013
Amount in excess of par value of
stock 58,677 56,780
Retained earnings 290,911 272,794
-------- --------
Total Shareholders' Investment 351,609 331,587
-------- --------
$594,659 $ 577,763
======== ========
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
BANTA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
<CAPTION>
(Dollars in Thousands, Except Per Share Amounts)
Three Months Ended Six Months Ended
July 1, 1995 July 2, 1994 July 1, 1995 July 2, 1994
<S> <C> <C> <C> <C>
Net sales $ 235,346 $185,831 $ 468,300 $373,295
Cost of goods sold 182,241 139,765 365,506 286,165
------- ------- -------- -------
Gross earnings 53,105 46,066 102,794 87,130
Selling and administrative
expense 29,569 25,122 58,677 49,168
------- ------- ------- -------
Earnings from operations 23,536 20,944 44,117 37,962
Interest expense (2,152) (1,251) (4,420) (2,364)
Other (expense) income, net (131) 264 (142) 324
------- ------- ------- -------
Earnings before income
taxes 21,253 19,957 39,555 35,922
Provision for income taxes 8,500 8,000 15,800 14,400
------- ------- ------- --------
Net earnings $ 12,753 $ 11,957 $ 23,755 $ 21,522
======= ======= ======= ========
Earnings per share of common
stock $ .63 $ .59 $ 1.17 $ 1.06
===== ====== ======= ======
Average common shares
outstanding 20,318,632 20,237,006 20,289,239 20,240,005
=========== =========== ========== ===========
Cash dividends per share of
common stock $ .14 $ .13 $ .28 $ .26
========= ======== ======= ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
BANTA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED
STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Six Months Ended
July 1, July 2,
1995 1994
Cash Flow From Operating Activities
Net earnings $23,755 $21,522
Depreciation and amortization 23,830 19,538
Deferred income taxes (250) (1,154)
Change in assets and liabilities
Decrease in receivables 4,780 2,216
(Increase) decrease in inventories (7,651) 5,204
Increase in other current assets (1,668) (409)
(Decrease) increase in accounts payable
and accrued liabilities (1,466) 7,619
Decrease in other non-current assets 863 1,067
Other, net 2,072 734
-------- ---------
Cash provided from operating
activities 44,265 56,337
-------- --------
Cash Flow From Investing Activities
Capital expenditures, net (29,063) (46,935)
Acquisition of businesses (6,169) (16,331)
------- ---------
Cash used for investing activities (35,232) (63,266)
------- ---------
Cash Flow From Financing Activities
Repayment of notes payable, net (42,563) (17,785)
Issuance of long-term debt 40,000 25,000
Repayment of long-term debt (919) (4,296)
Dividends paid (5,638) (5,206)
Proceeds from exercise of stock options 1,905 1,095
-------- ---------
Cash used for financing activities (7,215) (1,192)
-------- ---------
Net increase (decrease) in cash 1,818 (8,121)
Cash at beginning of period 370 8,230
-------- ---------
Cash at end of period $ 2,188 $ 109
======== =========
Cash payments for:
Interest, net of amount capitalized $ 4,028 $ 3,326
Income taxes 13,545 15,457
See accompanying notes to consolidated financial statements.
<PAGE>
BANTA CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1) Basis of Presentation
The condensed financial statements included herein have been prepared
by the Corporation, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Corporation believes that the disclosures
are adequate to make the information presented not misleading. It is
suggested that these condensed financial statements be read in
conjunction with the financial statements and the notes thereto
included in the Corporation's latest Annual Report on Form 10-K.
In the opinion of Management, the aforementioned statements reflect
all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the results for the interim
periods.
2) Inventories
The majority of the Corporation's inventories used in its printing
operations are accounted for at cost determined on a last-in, first-
out (LIFO) basis, which is not in excess of market. The remaining
inventories are stated at the lower of cost or market using the
first-in, first-out (FIFO) method. Inventories include material,
labor and manufacturing overhead.
Inventory amounts at July 1, 1995 and December 31, 1994 were as
follows:
(Dollars in Thousands)
December 31,
July 1, 1995 1994
Raw Materials and Supplies $48,476 $37,106
Work-In-Process and Finished Goods 35,212 35,531
-------- --------
FIFO value (current cost of all
inventories) 83,688 72,637
Excess of Current Cost over Carrying
Value of LIFO Inventories (8,240) (4,840)
-------- ---------
Net Inventories $75,448 $67,797
======== ========
<PAGE>
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have influenced the Corporation's financial
position and results of operations from the close of the latest fiscal
year-end in comparison to the corresponding interim period in the
preceding year included in the Unaudited Consolidated Condensed Balance
Sheets, Statements of Earnings and Statements of Cash Flows.
FINANCIAL CONDITION
Liquidity and Capital Resources
The Corporation's net working capital increased by approximately $50.8
million during the first half of 1995. This increase was primarily due
to the issuance of $40 million of long-term debt during the first half of
1995 at interest rates ranging from 7.38% to 7.98%. The proceeds of the
debt issued were used primarily to repay short-term indebtedness. After
issuance of the debt, the Corporation's ratio of long-term debt to total
capitalization was 23%.
RESULTS OF OPERATIONS
Net Sales
Sales for the second quarter of 1995 were $49.5 million (27%) higher than
the second quarter of 1994. Paper price increases had a significant
impact on sales since the Corporation supplies much of its customers'
paper. These price increases accounted for about one-half of the sales
increase for the quarter. The 1994 acquisition of United Graphics
(acquired in the second half of 1994) accounted for 10% of the sales
increase. All market classifications showed increases for the quarter.
The largest sales gains were in the commercial market which included
increased volume from the Banta Direct Marketing Group and from the Banta
Catalog Group resulting from a higher volume of work produces as well as
the increased paper prices. The book market classification showed
increased sales strength due to higher activity levels in trade and
educational books and the increased paper prices.
Sales for the first half of 1995 increased by $95 million (25%) over 1994
also due in significant part to the impact of increased paper prices. The
commercial, book and magazine market classifications reported sales
increases for the first half of 1995. The largest increases in sales were
in the commercial classification, particularly in consumer catalogs and
direct marketing materials (which was due in part to an acquisition made
in 1994), and the book classification. The increases in both market
classifications resulted from higher activity levels and increased paper
prices. Acquisitions completed in 1994 accounted for approximately one-
fourth of the 1995 sales increase.
Cost of Goods Sold
Cost of goods sold as a percentage of sales increased from 75.2% for the
second quarter of 1994 to 77.4% for the second quarter of 1995. This
overall margin decline resulted from several factors. Since the sale of
paper generally has lower margins than manufacturing sales, the increase
in paper sales reduced average margins. The inclusion of the results of
United Graphics has reduced margins as this company currently provides
margins below the Corporation's average. Due to the recent large increase
in paper prices, the Corporation recorded a $1.9 million provision for
last-in first-out (LIFO) inventory valuation during the second quarter of
1995. This represents .8% of sales and about one-third of the decline in
the margin percentage. A provision of $300,000 was provided in the second
quarter of 1994. During the second quarter of 1995 paper suppliers
announced additional price increases to be implemented in the third
quarter. These increases, if implemented, will impact the LIFO provision
required during the remainder of 1995.
Cost of goods sold as a percentage of sales increased from 76.7% for the
first six months of 1994 to 78.0% for the first six months of 1995. The
reduction in margins of the six-month period resulted from the factors
discussed above regarding the second quarter. The Corporation has
recorded a total $3.4 million provision for LIFO during the first six
months of 1995, representing .7% of sales and about one-half of the
decline in the margin percentage. A total of $300,000 was provided for
LIFO in the first six months of 1994.
Selling and Administrative Expenses
Selling and administrative expenses were $4.4 million and $9.5 million
higher for the second quarter and first six months of 1995, respectively,
than for the same periods of 1994. The increase is primarily due to
higher levels of activity in general and the inclusion of $1.2 million
and $3.2 million for the second quarter and six-month period,
respectively, of selling and administrative expenses for the operations
acquired during 1994.
Interest Expense
Interest expense was approximately $900,000 and $2.1 million higher in
the second quarter and first six months of 1995, respectively, than for
the same periods of 1994. This is due to increased borrowings and higher
average interest rates. The Corporation's average level of indebtedness
was approximately $50 million higher during the first half of 1995
compared with the same period in 1994.
Income Taxes
The Corporation's effective income tax rates were approximately the same
for the first half of 1995 and 1994.
PART II: OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
(a) - (c)
At the annual meeting of shareholders held on April 25, 1995, all of the
persons nominated as directors were elected for terms expiring at the
1996 Annual Meeting. The following table sets forth certain information
with respect to such election:
Shares
Shares Voted Withholding
Name of Nominee For Authority
Barry K. Allen 16,527,958 153,742
Jameson A. Baxter 16,526,228 155,472
Donald D. Belcher 16,502,682 179,015
George T. Brophy 16,516,016 165,684
William J. Cadogan 16,163,613 518,087
Richard L. Gunderson 16,523,070 158,630
Gerald H. Henseler 16,501,878 179,822
Bernard S. Kubale 15,971,815 709,885
Donald Taylor 16,508,219 173,481
Allan J. Williamson 16,494,216 187,484
Also at the annual meeting of shareholders on April 25, 1995, the
shareholders approved the adoption of the Banta Corporation 1995 Equity
Incentive Plan. The shares voted for, against and those abstaining were
14,220,293, 1,740,141, and 721,266, respectively.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits -
10(a) Banta Corporation 1995 Equity Incentive Plan (1)
10(b) Banta Corporation 1991 Stock Option Plan, as amended
27 Financial Data Schedule [EDGAR filing only]
(1) Exhibit No. 4.4 to the Company's Registration Statement on
Form S-8 (Registration #33-61683) is hereby incorporated
herein by reference.
(b) No reports on Form 8-K were filed during the quarter for which this
report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BANTA CORPORATION
/S/ GERALD A. HENSELER
Gerald A. Henseler
Executive Vice President and Chief Financial Officer
Date August 10, 1995
<PAGE>
BANTA CORPORATION
EXHIBIT INDEX TO FORM 10-Q
For The Quarter Ended July 1, 1995
Page Number in Sequential
Exhibit Number Numbering System
10(a) Banta Corporation 1995 Equity
Incentive Plan . . . . . . . . . . . . . . . . . . (1)
10(b) Banta Corporation 1991 Stock Option
Plan, as amended . . . . . . . . . . . . . . . . . --
27 Financial Data Schedule [EDGAR filing only] . . . . --
(1) Exhibit No. 4.4 to the Company's Registration Statement on Form S-8
(Registration #33-61683) is hereby incorporated herein by
reference.
BANTA CORPORATION
1991 STOCK OPTION PLAN,
As Amended
1. Purpose. The purpose of the Banta Corporation 1991 Stock Option
Plan (the "Plan") is to promote the best interests of Banta Corporation
(the "Company") and its shareholders by providing key employees of the
Company and its subsidiaries and members of the Company's Board of
Directors who are not employees of the Company or its subsidiaries with an
opportunity to acquire a proprietary interest in the Company. It is
intended that the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company by those key
employees who are primarily responsible for shaping and carrying out the
long-range plans of the Company and securing the Company's continued
growth and financial success. In addition, by encouraging stock ownership
by non-employee directors, the Company seeks both to attract and retain on
its Board of Directors (the "Board") persons of exceptional competence and
to provide a further incentive to serve as a director of the Company.
It is intended that certain of the options issued pursuant to
the Plan will constitute incentive stock options within the meaning of
Section 422 of the Internal Revenue Code and successor provisions thereto
("Incentive Stock Options") and the remainder of the options issued under
the Plan will constitute nonstatutory stock options.
2. Administration. The Plan shall be administered by the
Compensation Committee (the "Committee") of the Board. The Committee shall
consist of not less than two members of the Board who are "disinterested
persons" as defined in Section 13 hereof. A majority of the members of
the Committee shall constitute a quorum. All determinations of the
Committee shall be made by at least a majority of its members. Any
decision or determination reduced to writing and signed by all of the
members of the Committee shall be fully as effective as if it had been
made by a unanimous vote at a meeting duly called and held.
In accordance with the provisions of the Plan, the Committee shall
select the key employees to whom options shall be granted; shall determine
the number of shares to be embraced in each option, the time at which the
option is to be granted, the type of option, the option period, the option
price and the manner in which options become exercisable; and shall
establish such other provisions of the option agreements as the Committee
may deem necessary or desirable. Grants of options to non-employee
directors, all of which options shall be nonstatutory stock options, shall
be automatic and the amount and the terms of such awards shall be
determined in accordance with Section 5 hereof.
The Committee may adopt such rules and regulations for carrying out
the Plan as it may deem proper and in the best interests of the Company.
The interpretation of any provision of the Plan by the Committee and any
determination on the matters referred to in this Section 2 shall be final.
3. Shares Subject to the Plan. The shares to be subject to options
under the Plan shall be shares of the Company's Common Stock, $.10 par
value ("Stock"). The total number of shares of Stock which may be
purchased pursuant to options granted under the Plan shall not exceed an
aggregate of 800,000 shares, subject to adjustment as provided in Section
8 hereof. In the event that an option granted under the Plan expires, is
cancelled or terminates unexercised as to any shares of Stock covered
thereby, such shares shall thereafter be available for the granting of
additional options under the Plan.
4. Grants to Key Employees.
(a) Eligibility. Any key employee ("Employee") of the Company
or its present and future subsidiaries, as defined in Section 424(f)
of the Internal Revenue Code ("Subsidiaries"), including any such
Employee who is also an officer or director of the Company, whose
judgment, initiative and efforts contribute materially to the
successful performance of the Company shall be eligible to receive
options under the Plan.
(b) Option Price. The option price per share of Stock shall be
fixed by the Committee, but shall not be less than 100% of the fair
market value of a share of Stock on the date the option is granted.
Unless otherwise determined by the Committee, the "fair market value"
of a share of Stock on the date of grant shall be the last sale price
for shares of Stock in the NASDAQ National Market System on the
trading date next preceding the date on which the option is granted,
as reported in The Wall Street Journal (Midwest Edition); provided,
however, that if the principal market for the Stock is then a
national securities exchange, the "fair market value" shall be the
closing price for shares of Stock on the principal securities
exchange on which the Stock is traded on the trading date next
preceding the date of grant, or, in either case above, if no trading
occurred on the trading date next preceding the date of grant, then
the option price per share shall be determined with reference to the
next preceding date on which the Stock is traded.
(c) Grant of Options. Subject to the terms and conditions of
the Plan, the Committee may, from time to time, grant to Employees
options to purchase such number of shares of Stock and on such terms
and conditions as the Committee may determine; provided, however,
that any option granted to an Employee who is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, as
amended, on the date of the grant shall not become exercisable
(except as otherwise contemplated by Section 4(g) hereof or as
otherwise specifically set forth in the option agreement) until at
least six months elapse from the date of grant. More than one option
may be granted to the same Employee. The date on which an option is
granted shall be the date the Committee approves the granting of the
option or, if the Committee so specifies, such later date as the
Committee may determine. Options granted to Employees may be either
Incentive Stock Options or nonstatutory stock options as determined
by the Committee.
Without in any way limiting the authority of the Committee to
make grants of options to Employees hereunder, and in order to induce
Employees to retain ownership of shares of Stock, the Committee shall
have the authority (but not an obligation) to include within any
option agreement a provision entitling an Employee to a further
option (a "Re-load Option") in the event the Employee exercises an
option under the Plan, in whole or in part, by surrendering
previously acquired shares of Stock (as defined below). Any such Re-
load Option shall be for a number of shares equal to the number of
shares surrendered, shall only become exercisable on the terms
specified by the Committee in the event the shares acquired upon such
exercise are held for a minimum period of time as prescribed by the
Committee, and shall be subject to such other terms and conditions as
the Committee may determine.
(d) Option Period. The Committee shall determine the
expiration date of each option, but such expiration date shall be not
later than five years after the date such option is granted.
(e) Maximum Per Participant. The aggregate fair market value
(determined as of the date the option is granted) of the Stock with
respect to which any Incentive Stock Options are exercisable for the
first time by an Employee during any calendar year under the Plan or
any other plan of the Company or any parent corporation or Subsidiary
shall not exceed $100,000.
(f) Exercise of Options. An option may be exercised, subject
to its terms and conditions and the terms and conditions of the Plan,
in full at any time or in part from time to time by delivery to the
Secretary of the Company at the Company's principal office in
Menasha, Wisconsin, of a written notice of exercise specifying the
number of shares with respect to which the option is being exercised.
Any notice of exercise shall be accompanied by full payment of the
option price of the shares being purchased (i) in cash or its
equivalent; (ii) with the consent of the Committee (as set forth in
the option agreement or otherwise), by tendering previously acquired
shares of Stock (valued at their fair market value as of the date of
exercise, as determined by the Committee consistent with the method
of valuation set forth in Section 4(b) above); or (iii) with the
consent of the Committee (as set forth in the option agreement or
otherwise), by any combination of the means of payment set forth in
subparagraphs (i) and (ii). For purposes of this Section 4, the term
"previously acquired shares of Stock" shall only include Stock owned
by the Employee prior to the exercise of the option for which payment
is being made and shall not include shares of Stock which are being
acquired pursuant to the exercise of said option. No shares shall be
issued until full payment therefor has been made.
(g) Termination of Options. Except as hereinafter provided, an
option granted under the Plan to an Employee may be exercised only
while the recipient is an employee of the Company or its Subsidiaries
and only if he has been continuously so employed since the date the
option was granted. Subject to the terms of any option agreement, in
the event an Employee ceases to be employed by the Company or a
Subsidiary by reason of death, disability or retirement after
reaching the age of 65, the option, to the extent not theretofore
exercised, may be exercised in full as follows: (i) by the legal
representative of the Employee at any time within six months after
the date of termination of employment due to death; or (ii) by the
Employee or his legal representative or guardian at any time within
three months after termination of the Employee's employment by reason
of retirement after reaching the age of 65 or disability, but in
either case no later than five years after the date of grant.
Subject to the terms of any option agreement, in the event the
Employee is discharged or leaves the employ of the Company and its
Subsidiaries for any reason other than death, disability or
retirement after reaching the age of 65, the option, to the extent
not theretofore exercised and then exercisable in accordance with its
terms, may be exercised by the Employee or his legal representative
or guardian at any time within three months after the date of
termination of employment, but in no event later than five years
after the date of grant.
5. Grants to Non-Employee Directors.
(a) Eligibility. Each member of the Board who is not an
employee of the Company or any of its Subsidiaries or any parent
corporation of the Company (a "Non-Employee Director") shall be
eligible to be granted nonstatutory stock options under the Plan. A
Non-Employee Director may hold more than one option, but only on the
terms and subject to any restrictions set forth in this Section 5.
(b) Option Price. The option price per share of Stock shall be
equal to 100% of the fair market value of such shares on the date the
option is granted. The "fair market value" of a share of Stock shall
be determined with reference to the reported market price of the
Stock in the manner set forth in Section 4(b) hereof.
(c) Grant of Options. Each person then serving as a Non-
Employee Director shall automatically be granted an option to
purchase 3,000 shares of Stock on the date following the date on
which shareholders of the Company approve the Plan. Any person who
is first elected as a Non-Employee Director after the date of
approval of the Plan by shareholders and prior to the date of the
1995 annual meeting of shareholders shall automatically on the date
of such election be granted an option to purchase 3,000 shares of
Stock.
(d) Exercisability and Termination of Options. Options granted
to Non-Employee Directors shall become exercisable six months
following the date of grant; provided, however, that if a Non-
Employee Director ceases to be a director of the Company by reason of
death, disability or retirement within six months after the date of
grant, the option shall become immediately exercisable in full.
Options granted to Non-Employee Directors shall terminate on the
earlier of:
(i) five years after the date of grant;
(ii) six months after the Non-Employee Director ceases
to be a director of the Company by reason of death; or
(iii) three months after the Non-Employee Director
ceases to be a director of the Company for any reason other than
death.
(e) Exercise of Options. An option may be exercised, subject
to its terms and conditions and the terms and conditions of the Plan,
in full at any time or in part from time to time by delivery to the
Secretary of the Company at the Company's principal office in
Menasha, Wisconsin, of a written notice of exercise specifying the
number of shares with respect to which the option is being exercised.
Any notice of exercise shall be accompanied by full payment of the
option price of the shares being purchased (i) in cash or its
equivalent; (ii) by tendering previously acquired shares of Stock
(valued at their fair market value as of the date of exercise, as
determined with reference to the reported market price in the manner
set forth in Section 4(b) above); or (iii) by any combination of the
means of payment set forth in subparagraphs (i) and (ii). For
purposes of subparagraphs (ii) and (iii) above, the term "previously
acquired shares of Stock" shall only include Stock owned by the Non-
Employee Director prior to the exercise of the option for which
payment is being made and shall not include shares of Stock which are
being acquired pursuant to the exercise of said option. No shares
shall be issued until full payment therefor has been made.
6. Nontransferability of Options. No option shall be transferable
by an optionee other than by will or the laws of descent and distribution.
Options under the Plan may be exercised during the life of the optionee
only by the optionee or his guardian or legal representative.
7. Powers of the Company Not Affected. The existence of the Plan
or any options granted under the Plan shall not affect in any way the
right or power of the Company or its shareholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issuance of bonds, debentures,
preferred, or prior preference stock ahead of or affecting the Stock or
the rights thereof, or any dissolution or liquidation of the Company, or
any sale or transfer of all or any part of the Company's assets or
business or any other corporate act or proceeding, whether of a similar
character or otherwise.
8. Capital Adjustments Affecting Stock. In the event of a capital
adjustment resulting from a stock dividend (other than a stock dividend in
lieu of an ordinary cash dividend), stock split, reorganization, spin-off,
split-up or distribution of assets to shareholders, recapitalization,
merger, consolidation, combination or exchange of shares or the like, the
number of shares of Stock subject to the Plan and the number of shares
under option in outstanding option agreements shall be adjusted in a
manner consistent with such capital adjustment; provided, however, that no
such adjustment shall require the Company to sell any fractional shares
and the adjustment shall be limited accordingly. The price of any shares
under option shall be adjusted so that there will be no change in the
aggregate purchase price payable upon exercise of any such option. The
determination of the Committee as to any adjustment shall be final.
9. Corporate Mergers and Other Consolidations. The Committee may
also grant options having terms and provisions which vary from those
specified in the Plan provided that any options granted pursuant to this
Section 9 are granted in substitution for, or in connection with the
assumption of, existing options granted by another corporation and assumed
or otherwise agreed to be provided for by the Company pursuant to or by
reason of a transaction involving a corporate merger, consolidation,
acquisition or other combination or reorganization to which the Company is
a party.
10. Option Agreements. All options granted under the Plan shall be
evidenced by written agreements (which need not be identical) in such form
as the Committee shall determine. Each option agreement shall specify
whether the option granted thereunder is intended to constitute an
Incentive Stock Option or a nonstatutory stock option.
11. Rights as a Shareholder; Rights as an Employee or a Director.
An optionee shall have no rights as a shareholder with respect to shares
covered by an option until the date of issuance of stock certificates to
him and only after such shares are fully paid. Neither the Plan nor any
option granted hereunder shall confer upon any optionee the right to
continue as an employee or as a director of the Company.
12. Transfer Restrictions. Shares of Stock purchased under the Plan
and held by any person who is an officer or director of the Company, or
who directly or indirectly controls the Company, may not be sold or
otherwise disposed of except pursuant to an effective registration
statement under the Securities Act of 1933, as amended, or except in a
transaction which, in the opinion of counsel for the Company, is exempt
from registration under said Act. The Committee may waive the foregoing
restrictions in whole or in part in any particular case or cases or may
terminate such restrictions whenever the Committee determines that such
restrictions afford no substantial benefit to the Company.
13. Disinterested Person. A "disinterested person" for purposes of
the Plan shall mean (except as otherwise provided in Rule 16b-3 under the
Securities Exchange Act of 1934, as amended) a director who is not, during
the one year period prior to service as an administrator of the Plan,
granted or awarded equity securities pursuant to the Plan (except for any
automatic grants to Non-Employee Directors pursuant to Section 5 hereof)
or any other plan of the Company or any of its affiliates.
14. Amendment of Plan. The Board shall have the right to amend the
Plan at any time and for any reason; provided, however, that the
provisions of Section 5 of the Plan shall not be amended more than once
every six months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income Security
Act of 1974, as amended, or the rules promulgated thereunder; and provided
further that shareholder approval of any amendment to the Plan shall also
be obtained; (a) if otherwise required by (i) the rules and/or regulations
promulgated under Section 16 of the Securities Exchange Act of 1934, as
amended (in order for the Plan to remain qualified under Rule 16b-3 or any
successor provisions under such Act), (ii) the Internal Revenue Code of
1986, as amended, or any rules promulgated thereunder (in order to allow
for Incentive Stock Options to be granted under the Plan) or (iii) the
quotation or listing requirements of NASDAQ or any principal securities
exchange or market on which the Stock is then traded (in order to maintain
the Stock's quotation or listing thereon); (b) if such amendment
materially modifies the eligibility requirements as provided in Sections
4(a) and 5(a) hereof; (c) if such amendment increases the total number of
shares of Stock, except as provided in Section 8 hereof, which may be
purchased pursuant to the exercise of options granted under the Plan; or
(d) if such amendment reduces the minimum option price per share at which
options may be granted as provided in Sections 4(b) and 5(b) hereof. Any
amendment of the Plan shall not, without the consent of the optionee,
alter or impair any of the rights or obligations under any option
previously granted to the optionee.
15. Termination of Plan. The Board shall have the right to suspend
or terminate the Plan at any time; provided, however, that no Incentive
Stock Options may be granted after the tenth anniversary of the effective
date of the Plan. Termination of the Plan shall not affect the rights of
optionees under options previously granted to them, and all unexpired
options shall continue in force and operation after termination of the
Plan except as they may lapse or be terminated by their own terms and
conditions.
16. Effective Date. The Plan shall become effective on the date of
adoption by the Board, subject to the approval of the Plan by the
shareholders of the Company within twelve months of the date of adoption
by the Board. All options granted prior to shareholder approval of the
Plan shall be subject to such approval and shall not be exercisable until
after such approval.
17. Tax Withholding. The Company may deduct and withhold from any
cash otherwise payable to the optionee (whether payable as salary, bonus
or other compensation) such amount as may be required for the purpose of
satisfying the Company's obligation to withhold Federal, state or local
taxes. Further, in the event the amount so withheld is insufficient for
such purpose, the Company may require that the optionee pay to the Company
upon its demand or otherwise make arrangements satisfactory to the Company
for payment of such amount as may be requested by the Company in order to
satisfy its obligations to withhold any such taxes.
With the consent of the Committee, an Employee may be permitted to
satisfy the Company's withholding tax requirements by electing to have the
Company withhold shares of Stock otherwise issuable to the Employee or to
deliver to the Company shares of Stock having a fair market value on the
date income is recognized pursuant to the exercise of an option equal to
the amount required to be withheld. The election shall be made in writing
and shall be made according to such rules and in such form as the
Committee may determine.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSODLIATED CONDENSED FINANCIAL STATEMENTS OF BANTA CORPORATION AS OF AND FOR
THE SIX MONTHS ENDED JULY 1, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUL-01-1995
<CASH> 2,188
<SECURITIES> 0
<RECEIVABLES> 168,735
<ALLOWANCES> 3,902
<INVENTORY> 75,448
<CURRENT-ASSETS> 254,781
<PP&E> 555,676
<DEPRECIATION> 253,491
<TOTAL-ASSETS> 594,659
<CURRENT-LIABILITIES> 102,589
<BONDS> 107,299
<COMMON> 2,021
0
0
<OTHER-SE> 349,588
<TOTAL-LIABILITY-AND-EQUITY> 594,659
<SALES> 468,300
<TOTAL-REVENUES> 468,300
<CGS> 365,506
<TOTAL-COSTS> 365,506
<OTHER-EXPENSES> 58,677
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,420
<INCOME-PRETAX> 39,555
<INCOME-TAX> 15,800
<INCOME-CONTINUING> 23,755
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,755
<EPS-PRIMARY> 1.17
<EPS-DILUTED> 1.17
</TABLE>
