FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
Rights to Purchase Common Stock
(Title of Class)
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. (X)
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. (X)
Aggregate market value of voting stock held by non-affiliates of the
registrant as of March 10, 1995: $616,632,749.
Number of shares of common stock outstanding March 10, 1995:
20,137,770.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Shareholders for year ended December 31, 1994,
(incorporated into part II).
(2) Definitive Proxy Statement for annual meeting of shareholders on
April 25, 1995 (incorporated into Part III).
<PAGE>
PART I
Item 1. Business.
General.
Banta Corporation (the "Corporation"), together with its
subsidiaries, is one of the larger printing organizations in the United
States, providing a broad range of printing and graphic arts services.
The Corporation was incorporated in Wisconsin in 1901. Its principal
executive offices are located at 225 Main Street, Box 8003, Menasha,
Wisconsin, 54952-8003. The Corporation had a total of 4,908 employees at
the end of fiscal 1994.
The Corporation operates in one business segment-Printing Services.
Market classifications of the Corporation's sales are commercial
(catalogs, direct mail and single-use products); books (educational,
general, trade, data manuals and software services); magazines; and other
(prepress services, production of point-of-purchase displays and security
products). The Corporation's operations were conducted at 26 production
facilities located in Wisconsin, Minnesota, California, Connecticut,
Illinois, Massachusetts, Missouri, North Carolina, Utah, Virginia and
Washington at the end of fiscal 1994.
The following table sets forth the approximate percentage of
consolidated net sales contributed by each class of similar products and
services which accounted for ten percent or more of consolidated net sales
for any of the last three fiscal years.
1994 1993 1992
Commercial 46% 44% 46%
Books 32 34 30
Magazines 12 12 13
Other 10 10 11
----- ----- -----
TOTAL 100% 100% 100%
===== ===== =====
During 1990, the Corporation announced its intention to sell its
Banta Ventures, Inc. ("BVI") subsidiary and its net assets were written
down to estimated realizable value. Accordingly, the financial statements
incorporated by reference herein reflect BVI as a Discontinued Operation
for all periods presented. An estimated loss of $8,500,000 from the
disposition, net of applicable income tax credits of $1,200,000, was
recorded in the third quarter of 1990. During the third quarter of 1991,
the Corporation revised its estimate of the realizable value of BVI and
recorded an additional $7,600,000 loss provision, net of applicable income
tax credits of $3,000,000.
During the second quarter of 1992, the Corporation completed the
sale of the majority of BVI operations for $12,000,000 cash, 100,000
convertible preferred shares of the buyer, a $2,500,000 note and the
assumption of selected liabilities by the buyer. During the second
quarter of 1993, the preferred shares were converted into common shares of
the buyer which were then sold in a secondary public offering resulting in
net proceeds to the Corporation of approximately $3,500,000.
In March, 1994, the Corporation purchased substantially all of the
assets of Danbury Printing & Litho, Inc. ("Danbury"). The purchase price
of $16.3 million in cash plus the assumption of selected liabilities was
approximately equal to the fair value of the assets acquired. Danbury,
which has been included in the commercial market classification since the
acquisition date, reported sales of approximately $35 million in 1993.
This acquisition was accounted for as a purchase and, accordingly, the
accompanying financial statements include Danbury's results beginning with
the acquisition date.
In August, 1994, the Corporation completed its acquisition of
United Graphics Inc. ("UGI") for approximately $9.5 million in cash and a
$1.5 million note. The purchase price plus the liabilities assumed
exceeded the fair value of the assets purchased by $7,170,000. The
Corporation also paid $4 million to former shareholders of UGI in exchange
for a covenant not to compete. UGI, which has been included in the book
market classification since the acquisition date, reported sales for its
fiscal year prior to acquisition of approximately $28 million.
Customers.
The Corporation sells its products and services to a large number
of customers and ordinarily does not have long-term contracts with its
customers. Production agreements covering one to three years are,
however, more frequent for magazine and catalog production. In addition,
production of security products (currently postage stamps) is performed
exclusively pursuant to long-term contracts between the Corporation, or
its joint venture partners, and the United States Postal Service ("USPS").
Substantially all sales are made to customers through employees of the
Corporation and its subsidiaries based on customer specifications. The
fifteen largest customers accounted for approximately 23%, 25% and 22% of
net sales during 1994, 1993 and 1992, respectively. No customer accounted
for more than 10% of the Corporation's net sales in 1994, 1993 or 1992.
In the opinion of management, the loss of any single customer would not
have a material long-term adverse effect on the Corporation.
Backlog.
The Corporation is primarily a manufacturing services company and
provides its customers with printing and converting services. Lead time
for services varies, depending upon the type of customer, the industry
being serviced and seasonal factors. Backlogs would be expressed in terms
of time scheduled on equipment and not dollar value. Consequently, the
dollar value of backlog is not readily available.
Markets Served.
Below is a description of the primary markets the Corporation
serves:
- Commercial
The Corporation produces catalogs primarily for the consumer,
industrial and retail catalog markets. Bindery services provide ink-jet
labeling and demographic binding (which allows several different versions
of the same catalog to be bound simultaneously). Distribution services
provided by various Banta operating units, including computerized mail
distribution planning systems which assist our customers in minimizing
postage costs, are an integral part of catalog printing services.
Printed materials for direct marketing customers are provided by
three Banta units. These products vary in format and size and include
magazine and catalog inserts, bill stuffers, brochures, booklets, cards
and target market products designed to sell a product or solicit a
response. The Corporation's acquisition of Danbury in 1994 improved its
ability to provide direct marketing marterials to customers in the
Northeastern United States.
Catalog and direct marketing materials are primarily distributed
through the USPS as third class or bulk rate mail. The substantial
escalation in postage rates, which increased by an excess of 14% effective
January 1, 1995, significantly impacts the cost of doing business for the
Corporation's customers, particularly when combined with the increases in
paper prices (see Raw Materials section below), and may affect future
growth opportunities for these markets.
One of the Corporation's subsidiaries, Ling Products, Inc.,
provides printed products to the fast-food industry and converts poly film
and paper into single-use products for the food service industry and
health care industry. In addition, Ling Products extrudes films, using
both cast and blown extruders, for use in its manufacturing processes and
for sale to external customers. Its health care products include plastic
garment covers, examination gowns, stretcher sheets, examination table
paper, pillow covers and gloves for personnel who come into contact with
patients having highly communicable diseases.
- Books
The Corporation prints consumable elementary and high school
workbooks and other products for publishers of educational and general
book markets including textbooks (primarily soft cover), testing materials
and paperbound books. Print opportunities in the consumable educational
workbook market decreased during the last several years. Publisher
consolidations have resulted in fewer companies offering educational
products which has reduced the number of projects printed. Additionally,
the effort to improve the nation's educational system has prompted schools
to try alternate teaching methods. Some of these efforts have replaced
consumable workbooks with other instructional materials.
To reduce its concentration in the elementary and high school
markets, the Corporation has increased its marketing efforts for other
softcover books including college texts, general books, data manuals and
software documentation for the computer industry. The Corporation's
operating units serving the computer equipment and software industries
print manuals, using both offset printing and high speed photocopying, and
offer complete "turnkey services" including computer disk replication,
product packaging and distribution. In 1993, the Corporation expanded the
array of services it offers customers in this market. These new services
include 1-800 telephone order fulfillment services, which allows orders
for the customers' products to be received directly by the Corporation's
fulfillment facility. The Corporation's acquisition of UGI in 1994
enhanced its ability to service software publishers in the Northwestern
United States.
The Corporation's book units also produce multimedia products for
educational publishers, industry and professional and trade associations.
Other customers include publishers of trade books, calendars,
religious books, cookbooks and manuals.
- Magazines
The Corporation's two plants serving the magazine market print,
sort and mail magazines representing more than 500 different titles.
These magazines include primarily short-to-medium run publications
(usually less than 350,000 copies) which are generally distributed to
subscribers by mail. The Corporation's magazine customers are primarily
publishers of specialty magazines, including religious, business and
professional journals and hobby, craft and sporting publications. During
1993, the Corporation began providing its customers with computerized
mailing list and distribution services.
The January 1, 1995 postage rate increase and increasing paper
prices (see Raw Materials section below) will also increase operating
costs for the Corporation's magazine customers and may affect future
growth opportunities in this market.
- Other
Prepress services are provided by five of the Corporation's
operating units to publishers, printers and advertising agencies. Such
services include the conversion of full-color photographs, art and text
into color separated film for use in the production of printing plates.
These units also provide electronic graphic design, digital photography
and on-demand print services. During the last several years these units
have diversified their customer base to include packaging customers and
increased their ability to maximize plant utilization by connecting their
facilities through an extensive network of high-speed T-1
telecommunication lines.
KCS Industries Inc., a subsidiary of the Corporation, produces
point-of-purchase products such as custom designed signs, displays, labels
and decals for a variety of customers including those in the brewing,
cosmetic, food, appliance, automotive and home entertainment industries.
KCS Industries also produces postage stamps in booklet, coil and sheet
format for the USPS.
Competitive Conditions.
The Corporation is subject to competition from a large number of
companies, some of which have greater resources and capacity than the
Corporation. The major competitive factors in the Corporation's business
are price, quality of finished products, distribution capabilities,
ongoing customer service and availability of time on equipment which is
appropriate in size and function for a given project. The consolidation
of customers within certain of the Corporation's markets provides both
greater competitive pricing pressures and opportunities for increased
volume solicitation. In recent years, excess capacity in the printing
industry has resulted in lower unit prices. Despite the unit price
reductions, the Corporation has been able to improve its earnings in part
because it is financially able to invest in modern technologically
advanced equipment, which helps reduce unit costs, and because of
productivity gains resulting from Continuous Improvement programs.
There are seasonal fluctuations in the usage of printing equipment
which in times of low demand and excess capacity can give rise to
increased pricing pressure. In the educational market, for instance,
activity is greater in the first half of the year, and in the catalog and
direct marketing markets, activity is greater in the second half of the
year.
Raw Materials.
The principal raw material used by the Corporation is paper. Most
of the Corporation's production facilities are located in heavily
concentrated papermaking areas, and the Corporation can generally obtain
quality paper at competitive prices. The Corporation is not dependent
upon any one source for its paper or other raw materials.
Overcapacity in paper markets during early 1994, and all of 1993
and 1992 caused paper to be readily available and resulted at certain
times in significant price reductions. However, in the fourth quarter of
1994 there was a dramatic increase in paper prices and a tightening of
availability, with nearly all grades on allocation and delivery times
ranging up to six weeks. The solid relationships the Corporation has
built with paper suppliers over the years have been beneficial during
previous periods of limited paper availability and the Corporation expects
those relationships to again be of benefit during this paper market cycle.
It is customary for printers to adjust sales prices to reflect market
fluctuations in paper prices. The average cost of paper to the Corpora-
tion's customers was about 3% lower in 1994 than in 1993, 2% higher in
1993 than in 1992 and 9% lower in 1992 than in 1991.
The Corporation uses a number of other raw materials, including
ink, polyethylene resin (used in film extrusion), solvents, adhesives,
wire, packaging materials and subcontracted components. Costs for many of
these materials increased significantly during the second half of 1994.
Resin prices increased about 24% in 1992, decreased about 10% in 1993 and
increased about 70% in 1994.
Development.
In the graphic arts industry, most research and development is done
by equipment and material suppliers. The Corporation generally does not
engage in long-range research and development relating to equipment and
has not spent significant amounts of money for such purposes. One of the
purposes of the Corporation's technical research and development effort is
to establish a competitive advantage in existing markets by focusing on
improving operating procedures, increasing machine speeds and improving
monitoring of paper usage, as well as working on the development of
proprietary inks, coatings, adhesives and machine modifications. The
Corporation has also increased its emphasis on the development of new
products and services using digital technology which includes video tape,
CD-ROM and data base management products. During the last several years,
eleven professional and technical employees have worked primarily on
research and development activities. Additionally, approximately fifty
persons from quality control and engineering devoted a portion of their
time to research and development.
The Corporation has environmental compliance programs primarily for
control of internal and external air quality, ground water quality,
disposal of waste material and all aspects of the work environment
concerning employee health. Capital expenditures for air quality
equipment have approximated 2% to 4% of total capital expenditures in each
of the last three years. Planned capital expenditures for environmental
control equipment are expected to be in the same range for 1995. The
Corporation also incurs ongoing costs in monitoring compliance with
environmental laws, in connection with disposal of waste materials and in
connection with laws governing the remediation of sites at which the
Corporation has previously disposed of waste materials. Requirements by
EPA and state officials nationwide, relating to disposal of wastes in
landfill sites, are increasing and result in higher costs for the
Corporation and its competitors. Costs for environmental compliance and
waste disposal have not been material to the Corporation in the past, but
the Corporation presently believes that expenditures for these purposes
will have a negative impact on its earnings and those of its competition
in the future. These increased costs should not have a material impact on
the Corporation's competitive position, assuming similar expenditures are
required to be made by competitors. The Corporation does not believe at
the present time that any costs, claims or penalties that may be incurred
or assessed under environmental laws, in connection with known
environmental assessment and remediation matters, beyond any reserves
already provided, will have a material adverse effect upon the operations
or consolidated financial position of the Corporation.
<PAGE>
EXECUTIVE OFFICERS OF THE CORPORATION
Name, Age, Position Business Experience During Last Five
Years
Calvin W. Aurand, Jr.; 64; . . Chairman of the Board since July 1989;
Chairman of the Board of Chief Executive Officer from July 1989
Directors to December 1994; President of the
Corporation from March 1989 to August
1994.
Donald D. Belcher; 56; . . . . President and Chief Executive Officer
President and Chief of the Corporation since January 1995;
Executive Officer President and Chief Operating Officer
of the Corporation from September 1994
to December 1994; Senior Group Vice
President of Avery Dennison
Corporation (diversified manufacturing
company) from 1990 until joining the
Corporation.
Gerald A. Henseler; 54; . . . Executive Vice President and Chief
Executive Vice President and Financial Officer of the Corporation
Chief Financial Officer since 1992; Senior Vice President,
Chief Financial Officer and Treasurer
of the Corporation prior thereto.
Ronald D. Kneezel; 38; . . . . Secretary of the Corporation since
Secretary, Vice President December 1991; Vice President and
and General Counsel General Counsel of the Corporation
since 1988.
Robert A. Kreider; 40; . . . . Treasurer of the Corporation since
Treasurer and Corporate November 1992; Corporate Controller
Controller since July 1989; Assistant Treasurer
from April 1991 to October 1992.
James E. Milslagle; 55; . . . Vice President of the Corporation.
Vice President Human
Resources
Dennis J. Meyer; 39; . . . . . Vice President of the Corporation
Vice President Marketing since January 1994; Vice President,
Quebecor Printing (manufacturer of
printed materials) from 1990 to
December 1993; Director of Marketing,
Maxwell Communications Corporation
(manufacturer of printed materials)
1986 to 1990.
John E. Tiffany; 56; . . . . . Vice President of the Corporation.
Vice President Manufacturing
Allan J. Williamson; 63; . . . President of Banta Company, a division
President of Banta Company, of the Corporation, since January
a division of the 1991; Executive Vice President of
Corporation Banta Company prior thereto.
There are no family relationships between the executive officers of the
Corporation.
All of the executive officers are elected or appointed annually. Each
officer holds office until his successor has been elected or appointed or
until his death, resignation or removal.
Item 2. Properties.
The Corporation and its subsidiaries own operating plants located
in Wisconsin, Connecticut, Minnesota, Missouri, North Carolina, Utah and
Virginia, as well as several warehouse facilities for storage of
materials. As of the end of fiscal 1994, these owned facilities include
approximately 2,898,000 square feet of space utilized as follows: office
space 313,000, manufacturing 1,629,000 and warehouse 956,000. The
Corporation leases its headquarters office located in Menasha, Wisconsin.
The Corporation leases production facilities in Wisconsin, California,
Illinois, Massachusetts, Minnesota, Utah and Washington, as well as
warehouse space in numerous locations. These leased facilities contain
approximately 1,087,000 square feet of space. The buildings owned and
leased by the Corporation are primarily of steel and brick construction.
One plant owned by the Corporation and certain equipment are
pledged to secure issues of industrial revenue bonds in the principal
amount of $2,750,000 as of December 31, 1994.
Item 3. Legal Proceedings.
The Corporation is not involved in any material pending legal
proceedings, as defined by this item.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
As of March 10, 1995, there were approximately 1,815 holders of
record of the Corporation's Common Stock.
Under long-term debt agreements to which the Corporation is a
party, payment of cash dividends is restricted. As of December 31, 1994,
approximately $73,629,000 of retained earnings was not restricted under
these agreements.
The information set forth under the caption "Dividend Record and
Market Prices" (but excluding the graphs related thereto) in the Corpora-
tion's Annual Report to Shareholders for the fiscal year ended December
31, 1994, is hereby incorporated herein by reference in response to this
Item.
Item 6. Selected Financial Data.
The information set forth under the caption "Five-Year Summary of
Selected Financial Data" (but excluding the graphs related thereto) in the
Corporation's Annual Report to Shareholders for the fiscal year ended
December 31, 1994, is hereby incorporated herein by reference in response
to this Item.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information set forth under the caption "Management's
Discussion and Analysis of Financial Position and Operations" in the
Corporation's Annual Report to Shareholders for the fiscal year ended
December 31, 1994, is hereby incorporated herein by reference in response
to this Item.
Item 8. Financial Statements and Supplementary Data.
The Consolidated Balance Sheets of the Corporation and subsidiaries
as of December 31, 1994 and January 1, 1994, and the related Consolidated
Statements of Earnings, Cash Flows and Shareholders' Investment for the
fiscal years ended December 31, 1994, January 1, 1994, and January 2,
1993, together with the related notes thereto and the Report of
Independent Public Accountants thereon set forth in the Corporation's
Annual Report to Shareholders for the fiscal year ended December 31, 1994,
are hereby incorporated herein by reference in response to a portion of
this Item.
The information set forth under the caption "Unaudited Quarterly
Financial Information" in the Corporation's Annual Report to Shareholders
for the fiscal year ended December 31, 1994, is hereby incorporated herein
by reference in response to a portion of this item.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information under the caption "Election of Directors" contained
in the Corporation's definitive proxy statement for the annual meeting of
shareholders on April 25, 1995, as filed with the Securities Exchange
Commission, is hereby incorporated herein by reference in response to a
portion of this item. Reference is also made to the information under the
heading "Executive Officers of the Corporation" included under Item 1 of
Part I of this report.
Item 11. Executive Compensation.
The information under the captions "Board of Directors" and
"Executive Compensation" (other than the information under the subheading
"Board Compensation Committee Report on Executive Compensation") contained
in the Corporation's definitive proxy statement for the annual meeting of
shareholders on April 25, 1995, as filed with the Securities and Exchange
Commission, is hereby incorporated herein by reference in response to this
Item.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information under the caption "Stock Ownership of Management"
contained in the Corporation's definitive proxy statement for the annual
meeting of shareholders on April 25, 1995, as filed with the Securities
and Exchange Commission, is hereby incorporated herein by reference in
response to this Item.
Item 13. Certain Relationships and Related Transactions.
The information under the captions "Board of Directors" and
"Executive Compensation" (other than the information under the subheading
"Board Compensation Committee Report on Executive Compensation") contained
in the Corporation's definitive proxy statement for the annual meeting of
shareholders on April 25, 1995, as filed with the Securities and Exchange
Commission, is hereby incorporated herein by reference in response to this
Item.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K.
(a) The following documents are filed as part of this report:
PAGE REFERENCE
ANNUAL REPORT
FORM 10-K TO SHAREHOLDERS
1. Financial Statements:
Consolidated Balance Sheets
December 31, 1994, and January 1, 1994 22
For the fiscal years ended December 31, 1994,
January 1, 1994, and January 2, 1993:
Consolidated Statements of Earnings 23
Consolidated Statements of Cash Flows 24
Consolidated Statements of
Shareholders' Investment 25
Notes to Consolidated Financial Statements 26-32
Report of Independent Public Accountants 33
2. Financial Statement Schedules:
Report of Independent Public Accountants 14
Schedule II - Valuation and Qualifying Accounts 15
All other schedules have been omitted since the required information
is included in the consolidated financial statements or notes
thereto, or because the information is not required or applicable.
3. Exhibits:
3. (a) Articles of Incorporation, as amended (1)
(b) Amendments to Bylaws
(c) Bylaws, as amended
4. (a) Note Purchase Agreements dated December 9, 1986 (2)
(b) Amendment to Note Purchase Agreements dated December 9,
1986(3)
(c) Note Purchase Agreement dated June 24, 1988 (4)
(d) Amendment to Note Purchase Agreements dated December 9, 1986
(5)
(e) Promissory Note Agreement dated July 17, 1990 (6)
(f) Rights Agreement dated October 29, 1991 (7)
(g) Note Purchase and Private Shelf Agreement dated May 12, 1994
(8)
(h) Amendment to Note Purchase Agreements dated December 9, 1986
(9)
(i) Amendment to Promissory Note Agreement dated July 17, 1990
(10)
[Note: The registrant has outstanding certain issues of
industrial revenue bonds, none of which authorize the issuance of
securities in an amount exceeding 10% of the registrant's
consolidated assets. The registrant hereby agrees to furnish to
the Commission upon request a copy of any instrument with respect
to long-term debt not being registered under which the total
amount of securities authorized does not exceed 10% of the
registrant's consolidated assets.]
*10.(a) Supplemental Retirement Plan for Key Employees (11)
(b) Amendment to Supplemental Retirement Plan for Key Employees
(12)
(c) Prior Amendments to Supplemental Retirement Plan (13)
(d) Management Incentive Award Plan (14)
(e) Amendment to Management Incentive Award Plan (15)
(f) Form of Agreements with Gerald A. Henseler and Allan J.
Williamson (16)
(g) Form of Agreements with Calvin W. Aurand, Jr. and Ronald D.
Kneezel (17)
(h) Form of Agreements with Robert A. Kreider, Dennis J. Meyer,
James E. Milslagle and John E. Tiffany (18)
(i) Agreement with Donald D. Belcher (19)
(j) Letter of Agreement with Calvin W. Aurand, Jr. (20)
(k) 1985 Deferred Compensation Plan for Key Employees, as
amended and restated (21)
(l) 1988 Deferred Compensation Plan for Key Employees, as
amended and restated (22)
(m) Basic Form of Deferred Compensation Agreements under (pre-
January 1994) 1985 and 1988 Deferred Compensation Plans for
Key Employees (23)
(n) Basic Form of Deferred Compensation under (post-December
1993) 1988 Deferred Compensation plan for Key Employees (24)
(o) Deferred Compensation Plan for Directors (25)
(p) Form of Deferred Compensation Agreements for Directors (26)
(q) Revised Form of Indemnity Agreements with Directors and
Certain Officers (27)
(r) 1987 Incentive Stock Option Plan; 1987 Nonstatutory Stock
Option Plan (28)
(s) Amendment to 1987 Nonstatutory Stock Option Plan (29)
(t) Executive Trust Agreement (30)
(u) Amendment to Executive Trust Agreement (31)
(v) Long-term Incentive Plan (32)
(w) Amendment to Long-term Incentive Plan (33)
(x) 1991 Stock Option Plan (34)
(y) Agreement with Allan J. Williamson (35)
(z) Description of Supplemental Long-term Disability Plan (36)
(aa) Letter Agreement with Donald D. Belcher (37)
(bb) Letter Agreement with Dennis J. Meyer dated November 18,
1993
(cc) Agreement with Calvin W. Aurand dated January 12, 1995
(dd) Agreement with Gerald A. Henseler dated September 1, 1994
(ee) Outside Directors' Retirement Plan
13. Portions of Annual Report to Shareholders for fiscal year ended
December 31, 1994 that are incorporated by reference herein.
21. List of Subsidiaries.
23. Consent of Arthur Andersen LLP.
27. Financial Data Schedule [EDGAR version only].
(1) Exhibit No. 19(b) to Form 10-Q for the quarter ended April 3,
1993 is hereby incorporated herein by reference.
(2) Exhibit No. 4(c) to Form 10-K for the year ended January 3, 1987
is hereby incorporated herein by reference.
(3) Exhibit No. 4(b) to Form 10-Q for the quarter ended July 2, 1988
is hereby incorporated herein by reference.
(4) Exhibit No. 4(a) to Form 10-Q for the quarter ended July 2, 1988
is hereby incorporated herein by reference.
(5) Exhibit No. 4(d) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(6) Exhibit No. 4 to Form 10-Q for the quarter ended September 29,
1990 is hereby incorporated herein by reference.
(7) Exhibit No. 4.1 to the Form 8-K dated October 29, 1991 is hereby
incorporated herein by reference.
(8) Exhibit No. 4(a) to Form 10-Q for the quarter ended July 2, 1994
is hereby incorporated herein by reference.
(9) Exhibit No. 4(b) to Form 10-Q for the quarter ended July 2, 1994
is hereby incorporated herein by reference.
(10) Exhibit No. 4(c) to Form 10-Q for the quarter ended July 2, 1994
is hereby incorporated herein by reference.
(11) Exhibit No. 14 to Form 10-K for the year ended December 29, 1979
is hereby incorporated herein by reference.
(12) Exhibit No. 10(c) to Form 10-K for the year ended December 31,
1988 is hereby incorporated herein by reference.
(13) Exhibit No. 19(a) to Form 10-K for the year ended December 31,
1983, Exhibit No. 19(a) to Form 10-Q for the quarter ended June
30, 1984 and Exhibit No. 10(f) to Form 10-K for the year ended
December 28, 1985 are hereby incorporated herein by reference.
(14) Exhibit No. 10(e) to Form 10-K for the year ended December 29,
1990 is hereby incorporated herein by reference.
(15) Exhibit No. 19(e) to Form 10-Q for the quarter ended April 3,
1993 is hereby incorporated herein by reference.
(16) Exhibit No. 10 to Form 10-K for the year ended January 1, 1983
is hereby incorporated herein by reference.
(17) Exhibit No. 10(k) to Form 10-K for the year ended December 31,
1988 is hereby incorporated herein by reference.
(18) Exhibit No. 10(g) to Form 10-K for the year ended December 28,
1991 is hereby incorporated herein by reference.
(19) Exhibit No. 10(b) to Form 10-Q for the quarter ended October 1,
1994 is hereby incorporated herein by reference.
(20) Exhibit No. 10(l) to Form 10-K for the year ended December 31,
1988 is hereby incorporated herein by reference.
(21) Exhibit No. 10(j) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(22) Exhibit No. 10(a) to Form 10-Q for the quarter ended April 2,
1994 is hereby incorporated herein by reference.
(23) Exhibit No. 10(l) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(24) Exhibit No. 10(b) to Form 10-Q for the quarter ended April 2,
1994 is hereby incorporated herein by reference.
(25) Exhibit No. 10(q) to Form 10-K for the year ended January 3,
1987 is hereby incorporated herein by reference.
(26) Exhibit No. 10(p) to Form 10-K for the year ended January 3,
1987 is hereby incorporated herein by reference.
(27) Exhibit No. 10(a) to Form 10-Q for the quarter ended March 28,
1992 is hereby incorporated herein by reference.
(28) Exhibit No. 6(a) to Form 10-Q for the quarter ended July 4, 1987
is hereby incorporated herein by reference.
(29) Exhibit No. 19(a) to Form 10-Q for the quarter ended October 3,
1987 is hereby incorporated herein by reference.
(30) Exhibit No. 10(r) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(31) Exhibit No. 10(s) to Form 10-K for the year ended January 1,
1994 is hereby incorporated herein by reference.
(32) Exhibit No. 10(t) to Form 10-K for the year ended December 29,
1990 is hereby incorporated herein by reference.
(33) Exhibit No. 19(f) to Form 10-Q for the quarter ended April 3,
1993 is hereby incorporated herein by reference.
(34) Exhibit No. 10(u) to Form 10-K for the year ended December 29,
1990 is hereby incorporated herein by reference.
(35) Exhibit No. 10(v) to Form 10-K for the year ended December 29,
1990 is hereby incorporated herein by reference.
(36) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 2,
1993 is hereby incorporated herein by reference.
(37) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 1,
1994 is hereby incorporated herein by reference.
(b) Reports on Form 8-K. No Current Reports on Form 8-K were filed
by the Corporation during the quarter ended December 31, 1994.
* Exhibits 10(a) through 10(ee) are management contracts or compensatory
plans or arrangements.
All documents incorporated herein by reference are filed with the
Commission under File No. 0-6187.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with generally accepted standards, the
consolidated financial statements included in the Banta Corporation annual
report to shareholders and incorporated by reference in this Form 10-K,
and have issued our report thereon dated January 30, 1995. Our audit was
made for the purpose of forming an opinion on those statements taken as a
whole. The schedule listed in the index in item 14(a) is the
responsibility of the Corporation's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic financial statements. The schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation
to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
January 30, 1995.
<PAGE>
<TABLE>
BANTA CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1994 (1994), JANUARY 1, 1994 (1993)
AND JANUARY 2, 1993 (1992)
<CAPTION>
DOLLARS IN THOUSANDS
CHARGES
BALANCE ADDITIONS TO
BEGINNING CHARGED TO RESERVE, BALANCE,
OF YEAR EARNINGS NET OTHER<F1> END OF YEAR
<S> <C> <C> <C> <C> <C>
Reserve for
Doubtful
Receivables:
1994 $ 2,943 $ 1,565 $ 571 $ 47 $ 3,984
======== ======== ======== ======= ========
1993 2,933 938 928 0 2,943
======== ======== ======== ======= ========
1992 2,195 1,825 1,087 0 2,933
======== ======== ======== ======= ========
<FN>
<F1> Represents reserve additions resulting from acquisitions.
</TABLE>
SIGNATURES
Pursuant to the requirements Section 13 or 15(d) 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
DATE: March 23, 1995 BY: /s/ CALVIN W. AURAND, JR.
Calvin W. Aurand, Jr.,
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
/s/ CALVIN W. AURAND, JR. March 23, 1995
Calvin W. Aurand, Jr.,
Chairman of the Board and Directors
/s/ DONALD D. BELCHER March 23, 1995
Donald D. Belcher, President and
Chief Executive Officer
/s/ GERALD A. HENSELER March 23, 1995
Gerald A. Henseler, Executive Vice
President, Chief Financial Officer,
and Director
/s/ ROBERT A. KREIDER March 23, 1995
Robert A. Kreider, Treasurer
/s/ BERNARD S. KUBALE March 23, 1995
Bernard S. Kubale, Director
/s/ GEORGE T. BROPHY March 23, 1995
George T. Brophy, Director
/s/ DONALD TAYLOR March 23, 1995
Donald Taylor, Director
/s/ ALLAN J. WILLIAMSON March 23, 1995
Allan J. Williamson, Director
<PAGE>
BANTA CORPORATION - File No. 0-6187
Form 10-K, Year Ended December 31, 1994
EXHIBIT INDEX
Exhibit Number
3. (a) Articles of Incorporation, as amended (1)
(b) Amendments to Bylaws --
(c) Bylaws, as amended --
4. (a) Note Purchase Agreements dated December 9, 1986 (2)
(b) Amendment to Note Purchase Agreements dated
December 9, 1986 (3)
(c) Note Purchase Agreement dated June 24, 1988 (4)
(d) Amendment to Note Purchase Agreements dated
December 9, 1986 (5)
(e) Promissory Note Agreement dated July 17, 1990 (6)
(f) Rights Agreement dated October 29, 1991 (7)
(g) Note Purchase and Private Shelf Agreement dated
May 12, 1994 (8)
(h) Amendment to Note Purchase Agreements dated
December 9, 1986 (9)
(i) Amendment to Promissory Note Agreement dated
July 17, 1990 (10)
[Note: The registrant has outstanding certain issues of industrial
revenue bonds, none of which authorize the issuance of securities in an
amount exceeding 10% of the registrant's consolidated assets. The
registrant hereby agrees to furnish to the Commission upon request a copy
of any instrument with respect to long-term debt not being registered
under which the total amount of securities authorized does not exceed 10%
of the registrant's consolidated assets.]
*10. (a) Supplemental Retirement Plan for Key Employees (11)
(b) Amendment to Supplemental Retirement Plan for
Key Employees (12)
(c) Prior Amendments to Supplemental Retirement Plan (13)
(d) Management Incentive Award Plan (14)
(e) Amendment to Management Incentive Award Plan (15)
(f) Form of Agreements with Gerald A. Henseler and
Allan J. Williamson (16)
(g) Form of Agreements with Calvin W. Aurand, Jr.
and Ronald D. Kneezel (17)
(h) Form of Agreements with Robert A. Kreider, Dennis J.
Meyer, James E. Milslagle and John E. Tiffany (18)
(i) Agreement with Donald D. Belcher (19)
(j) Letter of Agreement with Calvin W. Aurand, Jr. (20)
(k) 1985 Deferred Compensation Plan for Key Employees, as
amended and restated (21)
(l) 1988 Deferred Compensation Plan for Key Employees, as
amended and restated (22)
(m) Basic Form of Deferred Compensation Agreements under
(pre-January 1994) 1985 and 1988 Deferred Compensation
Plans for Key Employees (23)
(n) Basic Form of Deferred Compensation under (post-
December 1993) 1988 Deferred Compensation plan for
Key Employees (24)
(o) Deferred Compensation Plan for Directors (25)
(p) Form of Deferred Compensation Agreements for Directors (26)
(q) Revised Form of Indemnity Agreements with Directors and
Certain Officers (27)
(r) 1987 Incentive Stock Option Plan; 1987 Nonstatutory Stock
Option Plan (28)
(s) Amendment to 1987 Nonstatutory Stock Option Plan (29)
(t) Executive Trust Agreement (30)
(u) Amendment to Executive Trust Agreement (31)
(v) Long-term Incentive Plan (32)
(w) Amendment to Long-term Incentive Plan (33)
(x) 1991 Stock Option Plan (34)
(y) Agreement with Allan J. Williamson (35)
(z) Description of Supplemental Long-term Disability Plan (36)
(aa) Letter Agreement with Donald D. Belcher (37)
(bb) Letter Agreement with Dennis J. Meyer dated
November 18, 1993 --
(cc) Agreement with Calvin W. Aurand dated January 12,
1995 --
(dd) Agreement with Gerald A. Henseler dated September 1,
1994 --
(ee) Outside Directors' Retirement Plan --
13. Portions of Annual Report to Shareholders for fiscal year ended
December 31, 1994 that are incorporated by reference herein.
21. List of Subsidiaries.
23. Consent of Arthur Andersen LLP.
27. Financial Data Schedule [EDGAR version only].
(1) Exhibit No. 19(b) to Form 10-Q for the quarter ended April 3,
1993 is hereby incorporated herein by reference.
(2) Exhibit No. 4(c) to Form 10-K for the year ended January 3, 1987
is hereby incorporated herein by reference.
(3) Exhibit No. 4(b) to Form 10-Q for the quarter ended July 2, 1988
is hereby incorporated herein by reference.
(4) Exhibit No. 4(a) to Form 10-Q for the quarter ended July 2, 1988
is hereby incorporated herein by reference.
(5) Exhibit No. 4(d) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(6) Exhibit No. 4 to Form 10-Q for the quarter ended September 29,
1990 is hereby incorporated herein by reference.
(7) Exhibit No. 4.1 to the Form 8-K dated October 29, 1991 is hereby
incorporated herein by reference.
(8) Exhibit No. 4(a) to Form 10-Q for the quarter ended July 2, 1994
is hereby incorporated herein by reference.
(9) Exhibit No. 4(b) to Form 10-Q for the quarter ended July 2, 1994
is hereby incorporated herein by reference.
(10) Exhibit No. 4(c) to Form 10-Q for the quarter ended July 2, 1994
is hereby incorporated herein by reference.
(11) Exhibit No. 14 to Form 10-K for the year ended December 29, 1979
is hereby incorporated herein by reference.
(12) Exhibit No. 10(c) to Form 10-K for the year ended December 31,
1988 is hereby incorporated herein by reference.
(13) Exhibit No. 19(a) to Form 10-K for the year ended December 31,
1983, Exhibit No. 19(a) to Form 10-Q for the quarter ended June
30, 1984 and Exhibit No. 10(f) to Form 10-K for the year ended
December 28, 1985 are hereby incorporated herein by reference.
(14) Exhibit No. 10(e) to Form 10-K for the year ended December 29,
1990 is hereby incorporated herein by reference.
(15) Exhibit No. 19(e) to Form 10-Q for the quarter ended April 3,
1993 is hereby incorporated herein by reference.
(16) Exhibit No. 10 to Form 10-K for the year ended January 1, 1983 is
hereby incorporated herein by reference.
(17) Exhibit No. 10(k) to Form 10-K for the year ended December 31,
1988 is hereby incorporated herein by reference.
(18) Exhibit No. 10(g) to Form 10-K for the year ended December 28,
1991 is hereby incorporated herein by reference.
(19) Exhibit No. 10(b) to Form 10-Q for the quarter ended October 1,
1994 is hereby incorporated herein by reference.
(20) Exhibit No. 10(l) to Form 10-K for the year ended December 31,
1988 is hereby incorporated herein by reference.
(21) Exhibit No. 10(j) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(22) Exhibit No. 10(a) to Form 10-Q for the quarter ended April 2,
1994 is hereby incorporated herein by reference.
(23) Exhibit No. 10(l) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(24) Exhibit No. 10(b) to Form 10-Q for the quarter ended April 2,
1994 is hereby incorporated herein by reference.
(25) Exhibit No. 10(q) to Form 10-K for the year ended January 3, 1987
is hereby incorporated herein by reference.
(26) Exhibit No. 10(p) to Form 10-K for the year ended January 3, 1987
is hereby incorporated herein by reference.
(27) Exhibit No. 10(a) to Form 10-Q for the quarter ended March 28,
1992 is hereby incorporated herein by reference.
(28) Exhibit No. 6(a) to Form 10-Q for the quarter ended July 4, 1987
is hereby incorporated herein by reference.
(29) Exhibit No. 19(a) to Form 10-Q for the quarter ended October 3,
1987 is hereby incorporated herein by reference.
(30) Exhibit No. 10(r) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(31) Exhibit No. 10(s) to Form 10-K for the year ended January 1, 1994
is hereby incorporated herein by reference.
(32) Exhibit No. 10(t) to Form 10-K for the year ended December 29,
1990 is hereby incorporated herein by reference.
(33) Exhibit No. 19(f) to Form 10-Q for the quarter ended April 3,
1993 is hereby incorporated herein by reference.
(34) Exhibit No. 10(u) to Form 10-K for the year ended December 29,
1990 is hereby incorporated herein by reference.
(35) Exhibit No. 10(v) to Form 10-K for the year ended December 29,
1990 is hereby incorporated herein by reference.
(36) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 2,
1993 is hereby incorporated herein by reference.
(37) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 1,
1994 is hereby incorporated herein by reference.
All documents incorporated herein by reference are filed with the
Commission under File No. 0-6187.
NOW, THEREFORE, BE IT RESOLVED, that, effective January 1, 1995,
the second sentence of Section 3.01 of Article III of the Company's
By-laws be and it hereby is amended in its entirety to provide as follows:
The number of directors of the corporation shall be
twelve (12).
FURTHER RESOLVED that Section 4.05 of Article IV of the
Company's By-laws be amended, effective January 1, 1995, to provide in its
entirety as follows:
4.05. Chairman of the Board. The Chairman of the Board
shall, when present, preside at all Annual Meetings and
Special Meetings and at all meetings of the Board of
Directors. He shall perform such other duties and
functions as shall be assigned to him from time to time by
the Board of Directors or in these by-laws. Except where
by law the signature of the President of the corporation is
required, the Chairman of the Board shall possess the same
power and authority as the President to sign, execute and
acknowledge, on behalf of the corporation, all deeds,
mortgages, bonds, stock certificates, contracts, leases,
reports and all other documents or instruments and shall
have such additional power to sign, execute and
acknowledge, on behalf of the corporation, as may be
authorized by resolution of the Board of Directors.
FURTHER RESOLVED, that Section 4.06 of Article IV of the
Company's By-laws be amended, effective January 1, 1995, to provide in its
entirety as follows:
4.06 President. The President shall be the chief
executive officer of the corporation and, subject to the
control of the Board of Directors, shall in general
supervise and control all of the business and affairs of
the corporation. He shall have authority, subject to such
rules as may be prescribed by the Board of Directors, to
appoint such agents and employees of the corporation as he
shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them. Such
agents and employees shall hold office at the discretion of
the President. He shall have authority to sign, execute
and acknowledge, on behalf of the corporation, all deeds,
mortgages, bonds, stock certificates, contracts, leases,
reports and all other documents or instruments necessary or
proper to be executed in the course of the corporation's
regular business, or which shall be authorized by
resolution of the Board of Directors; and, except as
otherwise provided by law or the Board of Directors, he may
authorize any Vice President or other officer or agent of
the corporation to sign, execute and acknowledge such
documents or instruments in his place and stead. In
general he shall perform all duties incident to the office
of President and such other duties as may be prescribed by
the Board of Directors from time to time.
1/1/95
BY-LAWS
OF
BANTA CORPORATION
(a Wisconsin corporation)
ARTICLE I. OFFICES
1.01. Principal and Business Offices. The corporation may
have such principal and other business offices, either within or without
the State of Wisconsin, as the Board of Directors may designate or as the
business of the corporation may require from time to time.
1.02. Registered Office. The registered office of the
corporation required by the Wisconsin Business Corporation Law to be
maintained in the State of Wisconsin may be, but need not be, identical
with the principal office in the State of Wisconsin, and the address of
the registered office may be changed from time to time by the Board of
Directors. The business office of the registered agent of the corporation
shall be identical to such registered office.
ARTICLE II. SHAREHOLDERS
2.01. Annual Meeting. The annual meeting of the
shareholders of the corporation (the "Annual Meeting") shall be held on
the second Tuesday in the month of April of each year, at the hour of two
(2) o'clock p.m. (local time), or at such other time and date as may be
fixed by or under the authority of the Board of Directors, for the purpose
of electing directors and for the transaction of such other business as
may properly come before the Annual Meeting in accordance with Section
2.13 of these by-laws. If the day fixed for the Annual Meeting shall be a
legal holiday in the State of Wisconsin, such meeting shall be held on the
next succeeding business day. If the election of directors shall not be
held on the day designated herein, or fixed as herein provided, for any
Annual Meeting, or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a special meeting of the
shareholders (a "Special Meeting") as soon thereafter as conveniently may
be. In fixing a meeting date for any Annual Meeting, the Board of
Directors may consider such factors as it deems relevant within the good
faith exercise of its business judgment.
2.02. Special Meetings.
(a) A Special Meeting may be called only by (i) the Chairman of
the Board, (ii) the President or (iii) the Board of Directors and shall be
called by the Chairman of the Board or the President upon the demand, in
accordance with this Section 2.02, of the holders of record of shares
representing at least 10% of all the votes entitled to be cast on any
issue proposed to be considered at the Special Meeting.
(b) In order that the corporation may determine the
shareholders entitled to demand a Special Meeting, the Board of Directors
may fix a record date to determine the shareholders entitled to make such
a demand (the "Demand Record Date"). The Demand Record Date shall not
precede the date upon which the resolution fixing the Demand Record Date
is adopted by the Board of Directors and shall not be more than 10 days
after the date upon which the resolution fixing the Demand Record Date is
adopted by the Board of Directors. Any shareholder of record seeking to
have shareholders demand a Special Meeting shall, by sending written
notice to the Secretary of the corporation by hand or by certified or
registered mail, return receipt requested, request the Board of Directors
to fix a Demand Record Date. The Board of Directors shall promptly, but
in all events within 10 days after the date on which a valid request to
fix a Demand Record Date is received, adopt a resolution fixing the Demand
Record Date and shall make a public announcement of such Demand Record
Date. If no Demand Record Date has been fixed by the Board of Directors
within 10 days after the date on which such request is received by the
Secretary, the Demand Record Date shall be the 10th day after the first
day on which a valid written request to set a Demand Record Date is
received by the Secretary. To be valid, such written request shall set
forth the purpose or purposes for which the Special Meeting is to be held,
shall be signed by one or more shareholders of record (or their duly
authorized proxies or other representatives), shall bear the date of
signature of each such shareholder (or proxy or other representative) and
shall set forth all information about each such shareholder and about the
beneficial owner or owners, if any, on whose behalf the request is made
that would be required to be set forth in a shareholder's notice described
in paragraph (a)(ii) of Section 2.13 of these by-laws.
(c) In order for a shareholder or shareholders to demand a
Special Meeting, a written demand or demands for a Special Meeting by the
holders of record as of the Demand Record Date of shares representing at
least 10% of all the votes entitled to be cast on any issue proposed to be
considered at the Special Meeting must be delivered to the corporation.
To be valid, each written demand by a shareholder for a Special Meeting
shall set forth the specific purpose or purposes for which the Special
Meeting is to be held (which purpose or purposes shall be limited to the
purpose or purposes set forth in the written request to set a Demand
Record Date received by the corporation pursuant to paragraph (b) of this
Section 2.02, shall be signed by one or more persons who as of the Demand
Record Date are shareholders of record (or their duly authorized proxies
or other representatives), shall bear the date of signature of each such
shareholder (or proxy or other representative), and shall set forth the
name and address, as they appear in the corporation's books, of each
shareholder signing such demand and the class or series and number of
shares of the corporation which are owned of record and beneficially by
each such shareholder, shall be sent to the Secretary by hand or by
certified or registered mail, return receipt requested, and shall be
received by the Secretary within 70 days after the Demand Record Date.
(d) The corporation shall not be required to call a Special
Meeting upon shareholder demand unless, in addition to the documents
required by paragraph (c) of this Section 2.02, the Secretary receives a
written agreement signed by each Soliciting Shareholder (as defined
herein), pursuant to which each Soliciting Shareholder, jointly and
severally, agrees to pay the corporation's costs of holding the Special
Meeting, including the costs of preparing and mailing proxy materials for
the corporation's own solicitation, provided that if each of the
resolutions introduced by any Soliciting Shareholder at such meeting is
adopted, and each of the individuals nominated by or on behalf of any
Soliciting Shareholder for election as director at such meeting is
elected, then the Soliciting Shareholders shall not be required to pay
such costs. For purposes of this paragraph (d), the following terms shall
have the meanings set forth below:
(i) "Affiliate" of any Person shall mean any Person
controlling, controlled by or under common control with such
first Person.
(ii) "Participant" shall have the meaning assigned to such
term in Rule 14a-11 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(iii) "Person" shall mean any individual, firm,
corporation, partnership, joint venture, association, trust,
unincorporated organization or other entity.
(iv) "Proxy" shall have the meaning assigned to such term
in Rule 14a-1 promulgated under the Exchange Act.
(v) "Solicitation" shall have the meaning assigned to such
term in Rule 14a-11 promulgated under the Exchange Act.
(vi) "Soliciting Shareholder" shall mean, with respect to
any Special Meeting demanded by a shareholder or shareholders,
any of the following Persons:
(A) if the number of shareholders signing the demand or
demands for a meeting delivered to the corporation pursuant to
paragraph (c) of this Section 2.02 is 10 or fewer, each
shareholder signing any such demand;
(B) if the number of shareholders signing the demand or
demands for a meeting delivered to the corporation pursuant to
paragraph (c) of this Section 2.02 is more than 10, each Person
who either (I) was a Participant in any Solicitation of such
demand or demands or (II) at the time of the delivery to the
corporation of the documents described in paragraph (c) of this
Section 2.02, had engaged or intended to engage in any
Solicitation of Proxies for use at such Special Meeting (other
than a Solicitation of Proxies on behalf of the corporation); or
(C) any Affiliate of a Soliciting Shareholder, if a
majority of the directors then in office determine, reasonably
and in good faith, that such Affiliate should be required to
sign the written notice described in paragraph (c) of this
Section 2.02 and/or the written agreement described in this
paragraph (d) in order to prevent the purposes of this Section
2.02 from being evaded.
(e) Except as provided in the following sentence, any Special
Meeting shall be held at such hour and day as may be designated by
whichever of the Chairman of the Board, the President or the Board of
Directors shall have called such meeting. In the case of any Special
Meeting called by the Chairman of the Board or the President upon the
demand of shareholders (a "Demand Special Meeting"), such meeting shall be
held at such hour and day as may be designated by the Board of Directors;
provided, however, that the date of any Demand Special Meeting shall be
not more than 70 days after the Meeting Record Date (as defined in Section
2.05 of these by-laws); and provided further that in the event that the
directors then in office fail to designate an hour and date for a Demand
Special Meeting within 10 days after the date that valid written demands
for such meeting by the holders of record as of the Demand Record Date of
shares representing at least 10% of all the votes entitled to be cast on
any issue proposed to be considered at the Special Meeting are delivered
to the corporation (the "Delivery Date"), then such meeting shall be held
at 2:00 p.m. (local time) on the 100th day after the Delivery Date or, if
such 100th day is not a Business Day (as defined below), on the first
preceding Business Day. In fixing a meeting date for any Special Meeting,
the Chairman of the Board, the President or the Board of Directors may
consider such factors as he or it deems relevant within the good faith
exercise of his or its business judgment, including, without limitation,
the nature of the action proposed to be taken, the facts and circumstances
surrounding any demand for such meeting, and any plan of the Board of
Directors to call an Annual Meeting or a Special Meeting for the conduct
of related business.
(f) The corporation may engage nationally or regionally
recognized independent inspectors of elections to act as an agent of the
corporation for the purpose of promptly performing a ministerial review of
the validity of any purported written demand or demands for a Special
Meeting received by the Secretary. For the purpose of permitting the
inspectors to perform such review, no purported demand shall be deemed to
have been delivered to the corporation until the earlier of (i) 5 Business
Days following receipt by the Secretary of such purported demand and (ii)
such date as the independent inspectors certify to the corporation that
the valid demands received by the Secretary represent at least 10% of all
the votes entitled to be cast on each issue proposed to be considered at
the Special Meeting. Nothing contained in this paragraph shall in any way
be construed to suggest or imply that the Board of Directors or any
shareholder shall not be entitled to contest the validity of any demand,
whether during or after such 5 Business Day period, or to take any other
action (including, without limitation, the commencement, prosecution or
defense of any litigation with respect thereto).
(g) For purposes of these by-laws, "Business Day" shall mean
any day other than a Saturday, a Sunday or a day on which banking
institutions in the State of Wisconsin are authorized or obligated by law
or executive order to close.
2.03. Place of Meeting. The Board of Directors, the
Chairman of the Board or the President may designate any place, either
within or without the State of Wisconsin, as the place of meeting for any
Annual Meeting or for any Special Meeting, or for any postponement
thereof. If no designation is made, the place of meeting shall be the
principal business office of the corporation in the State of Wisconsin.
Any meeting may be adjourned to reconvene at any place designated by vote
of the Board of Directors or by the Chairman of the Board or the
President.
2.04. Notice of Meeting. Written notice stating the place,
day and hour of any Annual Meeting or Special Meeting shall be delivered
not less than 10 (unless a longer period is required by the Wisconsin
Business Corporation Law) nor more than 70 days before the date of such
meeting, either personally or by mail, by or at the direction of the
Secretary, to each shareholder of record entitled to vote at such meeting
and to other shareholders as may be required by the Wisconsin Business
Corporation Law. In the event of any Demand Special Meeting, such notice
of meeting shall be sent not more than 30 days after the Delivery Date.
If mailed, notice pursuant to this Section 2.04 shall be deemed to be
effective when deposited in the United States mail, addressed to each
shareholder at his or her address as it appears on the stock record books
of the corporation, with postage thereon prepaid. Unless otherwise
required by the Wisconsin Business Corporation Law, a notice of an Annual
Meeting need not include a description of the purpose for which the
meeting is called. In the case of any Special Meeting, (a) the notice of
meeting shall describe any business that the Board of Directors shall have
theretofore determined to bring before the meeting and (b) in the case of
a Demand Special Meeting, the notice of meeting (i) shall describe any
business set forth in the statement of purpose of the demands received by
the corporation in accordance with Section 2.02 of these by-laws and (ii)
shall contain all of the information required in the notice received by
the corporation in accordance with Section 2.13(b) of these by-laws. If
an Annual Meeting or Special Meeting is adjourned to a different date,
time or place, the corporation shall not be required to give notice of the
new date, time or place if the new date, time or place is announced at the
meeting before adjournment; provided, however, that if a new Meeting
Record Date for an adjourned meeting is or must be fixed, the corporation
shall give notice of the adjourned meeting to persons who are shareholders
as of the new Meeting Record Date.
2.05. Fixing of Record Date. The Board of Directors may fix
in advance a date not less than 10 days and not more than 70 days prior to
the date of any Annual Meeting or Special Meeting as the record date for
the determination of shareholders entitled to notice of, or to vote at,
such meeting (the "Meeting Record Date"). In the case of any Demand
Special Meeting, (i) the Meeting Record Date shall be not later than the
30th day after the Delivery Date and (ii) if the Board of Directors fails
to fix the Meeting Record Date within 30 days after the Delivery Date,
then the close of business on such 30th day shall be the Meeting Record
Date. The shareholders of record on the Meeting Record Date shall be the
shareholders entitled to notice of and to vote at the meeting. Except as
provided by the Wisconsin Business Corporation Law for a court-ordered
adjournment, a determination of shareholders entitled to notice of and to
vote at any Annual Meeting or Special Meeting is effective for any
adjournment of such meeting unless the Board of Directors fixes a new
Meeting Record Date, which it shall do if the meeting is adjourned to a
date more than 120 days after the date fixed for the original meeting.
The Board of Directors may also fix in advance a date as the record date
for the purpose of determining shareholders entitled to take any other
action or determining shareholders for any other purpose. Such record
date shall be not more than 70 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken. The record date for determining shareholders entitled to a
distribution (other than a distribution involving a purchase, redemption
or other acquisition of the corporation's shares) or a share dividend is
the date on which the Board of Directors authorizes the distribution or
share dividend, as the case may be, unless the Board of Directors fixes a
different record date.
2.06. Shareholder Lists. After a Meeting Record Date has
been fixed, the corporation shall prepare a list of the names of all of
the shareholders entitled to notice of the meeting. The list shall be
arranged by class or series of shares, if any, and show the address of and
number of shares held by each shareholder. Such list shall be available
for inspection by any shareholder, beginning two business days after
notice of the meeting is given for which the list was prepared and
continuing to the date of the meeting, at the corporation's principal
office or at a place identified in the meeting notice in the city where
the meeting will be held. A shareholder or his or her agent may, on
written demand, inspect and, subject to the limitations imposed by the
Wisconsin Business Corporation Law, copy the list, during regular business
hours and at his or her expense, during the period that it is available
for inspection pursuant to this Section 2.06. The corporation shall make
the shareholders' list available at the meeting and any shareholder or his
or her agent or attorney may inspect the list at any time during the
meeting or any adjournment thereof. Refusal or failure to prepare or make
available the shareholders' list shall not affect the validity of any
action taken at a meeting of shareholders.
2.07. Quorum and Voting Requirements; Postponements;
Adjournments.
(a) Shares entitled to vote as a separate voting group may take
action on a matter at any Annual Meeting or Special Meeting only if a
quorum of those shares exists with respect to that matter. If the
corporation has only one class of stock outstanding, such class shall
constitute a separate voting group for purposes of this Section 2.07.
Except as otherwise provided in the Articles of Incorporation, any by-law
adopted under authority granted in the Articles of Incorporation, or the
Wisconsin Business Corporation Law, a majority of the votes entitled to be
cast on the matter shall constitute a quorum of the voting group for
action on that matter. Once a share is represented for any purpose at any
Annual Meeting or Special Meeting, other than for the purpose of objecting
to holding the meeting or transacting business at the meeting, it is
considered present for purposes of determining whether a quorum exists for
the remainder of the meeting and for any adjournment of that meeting
unless a new Meeting Record Date is or must be set for the adjourned
meeting. If a quorum exists, except in the case of the election of
directors, action on a matter shall be approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing the
action, unless the Articles of Incorporation, any by-law adopted under
authority granted in the Articles of Incorporation, or the Wisconsin
Business Corporation Law requires a greater number of affirmative votes.
Unless otherwise provided in the Articles of Incorporation, directors
shall be elected by a plurality of the votes cast by the shares entitled
to vote in the election of directors at any Annual Meeting or Special
Meeting at which a quorum is present. For purposes of this Section
2.07(a), "plurality" means that the individuals with the largest number of
votes are elected as directors up to the maximum number of directors to be
chosen at the Annual Meeting or Special Meeting.
(b) The Board of Directors acting by resolution may postpone
and reschedule any previously scheduled Annual Meeting or Special Meeting;
provided, however, that a Demand Special Meeting shall not be postponed
beyond the 100th day following the Delivery Date. Any Annual Meeting or
Special Meeting may be adjourned from time to time, whether or not there
is a quorum, (i) at any time, upon a resolution of shareholders if the
votes cast in favor of such resolution by the holders of shares of each
voting group entitled to vote on any matter theretofore properly brought
before the meeting exceed the number of votes cast against such resolution
by the holders of shares of each such voting group or (ii) at any time
prior to the transaction of any business at such meeting, by the Chairman
of the Board or pursuant to resolution of the Board of Directors. No
notice of the time and place of adjourned meetings need be given except as
required by the Wisconsin Business Corporation Law. At any adjourned
meeting at which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the meeting as
originally notified.
2.08. Conduct of Meetings. The Chairman of the Board, and
in his absence the President, shall call any Annual Meeting or Special
Meeting to order and shall act as chairman of such meeting. In the
absence of the Chairman of the Board and the President, such duties shall
be performed by a Vice-President in the order provided under Section 4.07,
or in their absence, by any person chosen by the shareholders present.
The Secretary of the corporation shall act as secretary of all Annual
Meetings and Special Meetings, but, in the absence of the Secretary, the
presiding officer may appoint any other person to act as secretary of the
meeting.
2.09. Proxies. At any Annual Meeting or Special Meeting, a
shareholder entitled to vote may vote in person or by proxy. A
shareholder may appoint a proxy to vote or otherwise act for the
shareholder by signing an appointment form, either personally or by his or
her attorney-in-fact. An appointment of a proxy is effective when received
by the Secretary or other officer or agent of the corporation authorized
to tabulate votes. An appointment is valid for eleven months from the
date of its signing unless a different period is expressly provided in the
appointment form. The Board of Directors shall have the power and
authority to make rules establishing presumptions as to the validity and
sufficiency of proxies.
2.10. Voting of Shares. Each outstanding share shall be
entitled to one vote upon each matter submitted to a vote at any Annual
Meeting or Special Meeting except to the extent that the voting rights of
the shares of any class or classes are enlarged, limited or denied by the
Articles of Incorporation or the Wisconsin Business Corporation Law.
2.11. Acceptance of Instruments Showing Shareholder Action.
If the name signed on a vote, consent, waiver or proxy appointment
corresponds to the name of a shareholder, the corporation, if acting in
good faith, may accept the vote, consent, waiver or proxy appointment and
give it effect as the act of a shareholder. If the name signed on a vote,
consent, waiver or proxy appointment does not correspond to the name of a
shareholder, the corporation, if acting in good faith, may accept the
vote, consent, waiver or proxy appointment and give it effect as the act
of the shareholder if any of the following apply:
(a) The shareholder is an entity and the name signed purports
to be that of an officer or agent of the entity.
(b) The name purports to be that of a personal representative,
administrator, executor, guardian or conservator representing the
shareholder and, if the corporation requests, evidence of fiduciary status
acceptable to the corporation is presented with respect to the vote,
consent, waiver or proxy appointment.
(c) The name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the corporation requests,
evidence of this status acceptable to the corporation is presented with
respect to the vote, consent, waiver or proxy appointment.
(d) The name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the
corporation requests, evidence acceptable to the corporation of the
signatory's authority to sign for the shareholder is presented with
respect to the vote, consent, waiver or proxy appointment.
(e) Two or more persons are the shareholders as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of
the co-owners and the person signing appears to be acting on behalf of all
co-owners.
The corporation may reject a vote, consent, waiver or proxy appointment if
the Secretary or other officer or agent of the corporation who is
authorized to tabulate votes, acting in good faith, has reasonable basis
for doubt about the validity of the signature on it or about the
signatory's authority to sign for the shareholder.
2.12. Waiver of Notice by Shareholders. A shareholder may
waive any notice required by the Wisconsin Business Corporation Law, the
Articles of Incorporation or these by-laws before or after the date and
time stated in the notice. The waiver shall be in writing and signed by
the shareholder entitled to the notice, contain the same information that
would have been required in the notice under applicable provisions of the
Wisconsin Business Corporation Law (except that the time and place of
meeting need not be stated) and be delivered to the corporation for
inclusion in the corporate records. A shareholder's attendance at any
Annual Meeting or Special Meeting, in person or by proxy, waives objection
to all of the following: (a) lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting or
promptly upon arrival objects to holding the meeting or transacting
business at the meeting; and (b) consideration of a particular matter at
the meeting that is not within the purpose described in the meeting
notice, unless the shareholder objects to considering the matter when it
is presented.
2.13. Notice of Shareholder Business and Nomination of
Directors.
(a) Annual Meetings.
(i) Nominations of persons for election to the Board of
Directors of the corporation and the proposal of business to be
considered by the shareholders may be made at an Annual Meeting
(A) pursuant to the corporation's notice of meeting, (B) by or
at the direction of the Board of Directors or (C) by any
shareholder of the corporation who is a shareholder of record at
the time of giving of notice provided for in this by-law and who
is entitled to vote at the meeting and complies with the notice
procedures set forth in this Section 2.13.
(ii) For nominations or other business to be properly
brought before an Annual Meeting by a shareholder pursuant to
clause (C) of paragraph (a)(i) of this Section 2.13, the
shareholder must have given timely notice thereof in writing to
the Secretary of the corporation. To be timely, a shareholder's
notice shall be received by the Secretary of the corporation at
the principal executive offices of the corporation not less than
60 days nor more than 90 days prior to the second Tuesday in the
month of April; provided, however, that in the event that the
date of the Annual Meeting is advanced by more than 30 days or
delayed by more than 60 days from the second Tuesday in the
month of April, notice by the shareholder to be timely must be
so received not earlier than the 90th day prior to the date of
such Annual Meeting and not later than the close of business on
the later of (x) the 60th day prior to such Annual Meeting and
(y) the 10th day following the day on which public announcement
of the date of such meeting is first made. Such shareholder's
notice shall be signed by the shareholder of record who intends
to make the nomination or introduce the other business (or his
duly authorized proxy or other representative), shall bear the
date of signature of such shareholder (or proxy or other
representative) and shall set forth: (A) the name and address,
as they appear on this corporation's books, of such shareholder
and the beneficial owner or owners, if any, on whose behalf the
nomination or proposal is made; (B) the class and number of
shares of the corporation which are beneficially owned by such
shareholder or beneficial owner or owners; (C) a representation
that such shareholder is a holder of record of shares of the
corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to make the
nomination or introduce the other business specified in the
notice; (D) in the case of any proposed nomination for election
or re-election as a director, (I) the name and residence address
of the person or persons to be nominated, (II) a description of
all arrangements or understandings between such shareholder or
beneficial owner or owners and each nominee and any other person
or persons (naming such person or persons) pursuant to which the
nomination is to be made by such shareholder, (III) such other
information regarding each nominee proposed by such shareholder
as would be required to be disclosed in solicitations of proxies
for elections of directors, or would be otherwise required to be
disclosed, in each case pursuant to Regulation 14A under the
Exchange Act, including any information that would be required
to be included in a proxy statement filed pursuant to Regulation
14A had the nominee been nominated by the Board of Directors and
(IV) the written consent of each nominee to be named in a proxy
statement and to serve as a director of the corporation if so
elected; and (E) in the case of any other business that such
shareholder proposes to bring before the meeting, (I) a brief
description of the business desired to be brought before the
meeting and, if such business includes a proposal to amend these
by-laws, the language of the proposed amendment, (II) such
shareholder's and beneficial owner's or owners' reasons for
conducting such business at the meeting and (III) any material
interest in such business of such shareholder and beneficial
owner or owners.
(iii) Notwithstanding anything in the second sentence of
paragraph (a)(ii) of this Section 2.13 to the contrary, in the
event that the number of directors to be elected to the Board of
Directors of the corporation is increased and there is no public
announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by
the corporation at least 70 days prior to the second Tuesday in
the month of April, a shareholder's notice required by this
Section 2.13 shall also be considered timely, but only with
respect to nominees for any new positions created by such
increase, if it shall be received by the Secretary at the
principal executive offices of the corporation not later than
the close of business on the 10th day following the day on which
such public announcement is first made by the corporation.
(b) Special Meetings. Only such business shall be conducted at
a Special Meeting as shall have been described in the notice of meeting
sent to shareholders pursuant to Section 2.04 of these by-laws.
Nominations of persons for election to the Board of Directors may be made
at a Special Meeting at which directors are to be elected pursuant to such
notice of meeting (i) by or at the direction of the Board of Directors or
(ii) by any shareholder of the corporation who (A) is a shareholder of
record at the time of giving of such notice of meeting, (B) is entitled to
vote at the meeting and (C) complies with the notice procedures set forth
in this Section 2.13. Any shareholder desiring to nominate persons for
election to the Board of Directors at such a Special Meeting shall cause a
written notice to be received by the Secretary of the corporation at the
principal executive offices of the corporation not earlier than 90 days
prior to such Special Meeting and not later than the close of business on
the later of (x) the 60th day prior to such Special Meeting and (y) the
10th day following the day on which public announcement is first made of
the date of such Special Meeting and of the nominees proposed by the Board
of Directors to be elected at such meeting. Such written notice shall be
signed by the shareholder of record who intends to make the nomination (or
his duly authorized proxy or other representative), shall bear the date of
signature of such shareholder (or proxy or other representative) and shall
set forth: (A) the name and address, as they appear on the corporation's
books, of such shareholder and the beneficial owner or owners, if any, on
whose behalf the nomination is made; (B) the class and number of shares of
the corporation which are beneficially owned by such shareholder or
beneficial owner or owners; (C) a representation that such shareholder is
a holder of record of shares of the corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to make
the nomination specified in the notice; (D) the name and residence address
of the person or persons to be nominated; (E) a description of all
arrangements or understandings between such shareholder or beneficial
owner or owners and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination is to be made by
such shareholder; (F) such other information regarding each nominee
proposed by such shareholder as would be required to be disclosed in
solicitations of proxies for elections of directors, or would be otherwise
required to be disclosed, in each case pursuant to Regulation 14A under
the Exchange Act, including any information that would be required to be
included in a proxy statement filed pursuant to Regulation 14A had the
nominee been nominated by the Board of Directors; and (G) the written
consent of each nominee to be named in a proxy statement and to serve as a
director of the corporation if so elected.
(c) General.
(i) Only persons who are nominated in accordance with the
procedures set forth in this Section 2.13 shall be eligible to
serve as directors. Only such business shall be conducted at an
Annual Meeting or Special Meeting as shall have been brought
before such meeting in accordance with the procedures set forth
in this Section 2.13. The chairman of the meeting shall have
the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made in
accordance with the procedures set forth in this Section 2.13
and, if any proposed nomination or business is not in compliance
with this Section 2.13, to declare that such defective proposal
shall be disregarded.
(ii) For purposes of this Section 2.13, "public
announcement" shall mean disclosure in a press release reported
by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the Exchange Act.
(iii) Notwithstanding the foregoing provisions of this
Section 2.13, a shareholder shall also comply with all
applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in
this Section 2.13. Nothing in this Section 2.13 shall be deemed
to limit the corporation's obligation to include shareholder
proposals in its proxy statement if such inclusion is required
by Rule 14a-8 under the Exchange Act.
ARTICLE III. BOARD OF DIRECTORS
3.01. General Powers and Number. All corporate powers
shall be exercised by or under the authority of, and the business and
affairs of the corporation shall be managed under the direction of, its
Board of Directors. The number of directors of the corporation shall be
twelve (12).
3.02. Tenure and Qualifications. Each director shall hold
office until the next annual meeting of shareholders and until his
successor shall have been elected and qualified, or until there is a
decrease in the number of directors which takes effect after the
expiration of his term, or until his prior death, resignation or removal.
A director may be removed by the shareholders only at a meeting called for
the purpose of removing the director, and the meeting notice shall state
that the purpose, or one of the purposes, of the meeting is removal of the
director. A director may be removed from office but only for cause (as
defined herein) if the number of votes cast to remove the director exceeds
the number of votes cast not to remove him; provided, however, that, if
the Board of Directors, by resolution, shall have recommended removal of a
director, then the shareholders may remove such director without cause by
the vote referred to above. As used herein, "cause" shall exist only if
the director whose removal is proposed has been convicted of a felony by a
court of competent jurisdiction, where such conviction is no longer
subject to direct appeal, or has been adjudged liable for actions or
omissions in the performance of his duty to the corporation in a matter
which has had a materially adverse effect on the business of the
corporation, where such adjudication is no longer subject to appeal. A
director may resign at any time by delivering written notice which
complies with the Wisconsin Business Corporation Law to the Chairman of
the Board or to the corporation. A director's resignation is effective
when the notice is delivered unless the notice specifies a later effective
date. Directors need not be residents of the State of Wisconsin but must
be shareholders of the corporation.
3.03. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this by-law immediately
after the Annual Meeting, and each adjourned session thereof. The place
of such regular meeting shall be the same as the place of the Annual
Meeting which precedes it, or such other suitable place as may be
announced at such Annual Meeting. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of
Wisconsin, for the holding of additional regular meetings without other
notice than such resolution.
3.04. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board,
the President or any three directors. The Chairman of the Board or the
President may fix any place, either within or without the State of
Wisconsin, as the place for holding any special meeting of the Board of
Directors, and if no other place is fixed the place of meeting shall be
the principal business office of the corporation in the State of
Wisconsin.
3.05. Notice; Waiver. Notice of each meeting of the Board
of Directors (unless otherwise provided in or pursuant to Section 3.03)
shall be given by written notice delivered or communicated in person, by
telegram, facsimile or other form of wire or wireless communication, or by
mail or private carrier, to each director at his business address or at
such other address as such director shall have designated in writing filed
with the Secretary, in each case not less than 48 hours prior to the time
of the meeting. If mailed, such notice shall be deemed to be effective
when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be
deemed to be effective when the telegram is delivered to the telegraph
company. If notice is given by private carrier, such notice shall be
deemed to be effective when the notice is delivered to the private
carrier. Whenever any notice whatever is required to be given to any
director of the corporation under the Articles of Incorporation or these
by-laws or any provision of the Wisconsin Business Corporation Law, a
waiver thereof in writing, signed at any time, whether before or after the
time of meeting, by the director entitled to such notice, shall be deemed
equivalent to the giving of such notice. The corporation shall retain any
such waiver as part of the permanent corporate records. A director's
attendance at or participation in a meeting waives any required notice to
him of the meeting unless the director at the beginning of the meeting or
promptly upon his arrival objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to
action taken at the meeting. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such
meeting.
3.06. Quorum. Except as otherwise provided by the Wisconsin
Business Corporation Law or by the Articles of Incorporation or these
by-laws, a majority of the number of directors set forth in Section 3.01
shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors, but a majority of the directors present (though
less than such quorum) may adjourn the meeting from time to time without
further notice.
3.07. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors, unless the act of a greater number is
required by the Wisconsin Business Corporation Law or by the Articles of
Incorporation or these by-laws.
3.08. Conduct of Meetings. The Chairman of the Board, and
in his absence, the President, or a Vice-President in the order provided
under Section 4.07, and in their absence, any director chosen by the
directors present, shall call meetings of the Board of Directors to order
and shall act as chairman of the meeting. The Secretary of the
corporation shall act as secretary of all meetings of the Board of
Directors, but in the absence of the Secretary, the presiding officer may
appoint any Assistant Secretary or any director or other person present to
act as secretary of the meeting. Minutes of any regular or special
meeting of the Board of Directors shall be prepared and distributed to
each director.
3.09. Vacancies. Except as provided below, any vacancy
occurring in the Board of Directors, including a vacancy resulting from an
increase in the number of directors, may be filled by any of the
following: (a) the shareholders; (b) the Board of Directors; or (c) if
the directors remaining in office constitute fewer than a quorum of the
Board of Directors, the directors, by the affirmative vote of a majority
of all directors remaining in office. If the vacant office was held by a
director elected by a voting group of shareholders, only the holders of
shares of that voting group may vote to fill the vacancy if it is filled
by the shareholders, and only the remaining directors elected by that
voting group may vote to fill the vacancy if it is filled by the
directors. A vacancy that will occur at a specific later date, because of
a resignation effective at a later date or otherwise, may be filled before
the vacancy occurs, but the new director may not take office until the
vacancy occurs.
3.10. Compensation. The Board of Directors, by affirmative
vote of a majority of the directors then in office, and irrespective of
any personal interest of any of its members, may establish reasonable
compensation of all directors for services to the corporation as
directors, officers or otherwise, or may delegate such authority to an
appropriate committee. The Board of Directors also shall have authority
to provide for or to delegate authority to an appropriate committee to
provide for reasonable pensions, disability or death benefits, and other
benefits or payments, to directors, officers and employees to the
corporation.
3.11. Presumption of Assent. A director of the corporation
who is present at a meeting of the Board of Directors or a committee
thereof of which he is a member at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless any of
the following occurs: (a) the director objects at the beginning of the
meeting or promptly upon his arrival to holding the meeting or transacting
business at the meeting; (b) the director dissents or abstains from an
action taken and minutes of the meeting are prepared that show the
director's dissent or abstention from the action taken; (c) the director
delivers written notice that complies with the Wisconsin Business
Corporation Law of his dissent or abstention to the presiding officer of
the meeting before its adjournment or to the corporation immediately after
adjournment of the meeting; or (d) the director dissents or abstains from
an action taken, minutes of the meeting are prepared that fail to show the
director's dissent or abstention from the action taken, and the director
delivers to the corporation a written notice of that failure that complies
with the Wisconsin Business Corporation Law promptly after receiving the
minutes. Such right to dissent or abstain shall not apply to a director
who voted in favor of such action.
3.12. Committees. The Board of Directors by resolution
adopted by the affirmative vote of a majority of the number of directors
set forth in Section 3.01 may create one or more committees, appoint
members of the Board of Directors to serve on the committees and designate
other members of the Board of Directors to serve as alternates. Each
committee shall have two or more members who shall, unless otherwise
provided by the Board of Directors, serve at the pleasure of the Board of
Directors. A committee may be authorized to exercise the authority of the
Board of Directors, except that a committee may not do any of the
following: (a) authorize distributions; (b) approve or propose to
shareholders action that the Wisconsin Business Corporation Law requires
to be approved by shareholders; (c) fill vacancies on the Board of
Directors or, unless the Board of Directors provides by resolution that
vacancies on a committee shall be filled by the affirmative vote of the
remaining committee members, on any Board committee; (d) amend the
corporation's Articles of Incorporation; (e) adopt, amend or repeal
by-laws; (f) approve a plan of merger not requiring shareholder approval;
(g) authorize or approve reacquisition of shares, except according to a
formula or method prescribed by the Board of Directors; and (h) authorize
or approve the issuance or sale or contract for sale of shares, or
determine the designation and relative rights, preferences and limitations
of a class or series of shares, except that the Board of Directors may
authorize a committee to do so within limits prescribed by the Board of
Directors. Unless otherwise provided by the Board of Directors in
creating the committee, a committee may employ counsel, accountants and
other consultants to assist it in the exercise of its authority.
3.13. Telephonic Meetings. Except as herein provided and
notwithstanding any place set forth in the notice of the meeting or these
by-laws, members of the Board of Directors (and any committee thereof) may
participate in regular or special meetings by, or through the use of, any
means of communication by which all participants may simultaneously hear
each other, such as by conference telephone. If a meeting is conducted by
such means, then at the commencement of such meeting the presiding officer
shall inform the participating directors that a meeting is taking place at
which official business may be transacted. Any participant in a meeting by
such means shall be deemed present in person at such meeting.
Notwithstanding the foregoing, no action may be taken at any meeting held
by such means on any particular matter which the presiding officer
determines, in his sole discretion, to be inappropriate under the
circumstances for action at a meeting held by such means. Such
determination shall be made and announced in advance of such meeting.
3.14. Unanimous Consent without Meeting. Any action
required or permitted by the Articles of Incorporation or these by-laws or
any provision of the Wisconsin Business Corporation Law to be taken by the
Board of Directors (or a committee thereof) at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all members of the Board or of the committee, as
the case may be, then in office. Such action shall be effective when the
last director or committee member signs the consent, unless the consent
specifies a different effective date.
ARTICLE IV. OFFICERS
4.01. Number. The principal officers of the corporation
shall be a Chairman of the Board, a President, one or more
Vice-Presidents, not to exceed six (6) at any given time, a Secretary, and
a Treasurer, each of whom shall be elected by the Board of Directors.
Such other officers and assistant officers as may be deemed necessary may
be elected or appointed by the Board of Directors. The Board of Directors
may also authorize any duly appointed officer to appoint one or more
officers or assistant officers. Any two or more offices may be held by
the same person.
4.02. Election and Term of Office. The officers of the
corporation to be elected by the Board of Directors shall be elected
annually by the Board of Directors at the first meeting of the Board of
Directors held after the Annual Meeting. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until
his successor shall have been duly elected or until his prior death,
resignation or removal.
4.03. Removal and Resignation. The Board of Directors may
remove any officer and, unless restricted by the Board of Directors or
these by-laws, an officer may remove any officer or assistant officer
appointed by that officer, at any time, with or without cause and
notwithstanding the contract rights, if any, of the officer removed.
Election or appointment shall not of itself create contract rights. An
officer may resign at any time by delivering notice to the corporation
that complies with the Wisconsin Business Corporation Law. The
resignation shall be effective when the notice is delivered, unless the
notice specifies a later effective date and the corporation accepts the
later effective date.
4.04. Vacancies. A vacancy in any principal office because
of death, resignation, removal, disqualification or otherwise, shall be
filled by the Board of Directors for the unexpired portion of the term.
If a resignation of an officer is effective at a later date as
contemplated by Section 4.03 hereof, the Board of Directors may fill the
pending vacancy before the effective date if the Board provides that the
successor may not take office until the effective date.
4.05. Chairman of the Board. The Chairman of the Board
shall, when present, preside at all Annual Meetings and Special Meetings
and at all meetings of the Board of Directors. He shall perform such
other duties and functions as shall be assigned to him from time to time
by the Board of Directors or in these by-laws. Except where by law the
signature of the President of the corporation is required, the Chairman of
the Board shall possess the same power and authority as the President to
sign, execute and acknowledge, on behalf of the corporation, all deeds,
mortgages, bonds, stock certificates, contracts, leases, reports and all
other documents or instruments and shall have such additional power to
sign, execute and acknowledge, on behalf of the corporation, as may be
authorized by resolution of the Board of Directors.
4.06. President. The President shall be the chief executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall have authority, subject to such
rules as may be prescribed by the Board of Directors, to appoint such
agents and employees of the corporation as he shall deem necessary, to
prescribe their powers, duties and compensation, and to delegate authority
to them. Such agents and employees shall hold office at the discretion of
the President. He shall have authority to sign, execute and acknowledge,
on behalf of the corporation, all deeds, mortgages, bonds, stock
certificates, contracts, leases, reports and all other documents or
instruments necessary or proper to be executed in the course of the
corporation's regular business, or which shall be authorized by resolution
of the Board of Directors; and, except as otherwise provided by law or the
Board of Directors, he may authorize any Vice President or other officer
or agent of the corporation to sign, execute and acknowledge such
documents or instruments in his place and stead. In general he shall
perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time.
4.07. The Vice-Presidents. In the absence of the President
or in the event of his death, inability or refusal to act, or in the event
for any reason it shall be impracticable for the President to act
personally, the Vice-President (or in the event there be more than one
Vice-President, the Vice-Presidents in the order designated by the Board
of Directors, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice-President may sign, with the
Secretary or Assistant Secretary, certificates for shares of the
corporation and shall perform such other duties and have such authority as
from time to time may be delegated or assigned to him by the President or
by the Board of Directors. The execution of any instrument of the
corporation by any Vice-President shall be conclusive evidence, as to
third parties, of his authority to act in the stead of the President.
4.08 The Secretary. The Secretary shall: (a) keep the minutes
of all Annual Meetings and Special Meetings and of all meetings of the
Board of Directors in one or more books provided for that purpose
(including records of actions taken without a meeting); (b) see that all
notices are duly given in accordance with the provisions of these by-laws
or as required by the Wisconsin Business Corporation Law; (c) be custodian
of the corporate records and of the seal of the corporation and see that
the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d)
maintain a record of the shareholders of the corporation, in a form that
permits preparation of a list of the names and addresses of all
shareholders, by class or series of shares and showing the number and
class or series of shares held by each shareholder; (e) sign with the
Chairman of the Board, the President, or a Vice-President, certificates
for shares of the corporation, the issuance of which shall have been
authorized by resolution of the Board of Directors; (f) have general
charge of the stock transfer books of the corporation; and (g) in general
perform all duties incident to the office of Secretary and have such other
duties and exercise such authority as from time to time may be delegated
or assigned to him by the President or by the Board of Directors.
4.09. The Treasurer. The Treasurer shall: (a) have charge
and custody of and be responsible for all funds and securities of the
corporation; (b) maintain appropriate accounting records; (c) receive and
give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositaries as shall
be selected in accordance with the provisions of Section 5.04; and (d) in
general perform all of the duties incident to the office of Treasurer and
have such other duties and exercise such other authority as from time to
time may be delegated or assigned to him by the President or by the Board
of Directors. If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine.
4.10. Assistant Secretaries and Assistant Treasurers. There
shall be such number of Assistant Secretaries and Assistant Treasurers as
the Board of Directors may from time to time authorize. The Assistant
Secretaries may sign with the Chairman of the Board, the President or a
Vice-President certificates for shares of the corporation the issuance of
which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required by
the Board of Directors, give bonds for the faithful discharge of their
duties in such sums and with such sureties as the Board of Directors shall
determine. The Assistant Secretaries and Assistant Treasurers, in
general, shall perform such duties and have such authority as shall from
time to time be delegated or assigned to them by the Secretary or the
Treasurer, respectively, or by the President or the Board of Directors.
4.11 Other Assistants and Acting Officers. The Board of
Directors shall have the power to appoint, or to authorize any duly
appointed officer of the corporation to appoint, any person to act as
assistant to any officer, or as agent for the corporation in his stead, or
to perform the duties of such officer whenever for any reason it is
impracticable for such officer to act personally, and such assistant or
acting officer or other agent so appointed by the Board of Directors or
the appointing officer shall have the power to perform all the duties of
the office to which he is so appointed to be assistant, or as to which he
is so appointed to act, except as such power may be otherwise defined or
restricted by the Board of Directors or the appointing officer.
4.12 Salaries. The salaries of the principal officers shall be
fixed from time to time by the Board of Directors or by a duly authorized
committee thereof, and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the
corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL
CORPORATE ACTS
5.01. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute or deliver any instrument in the name of and on behalf of the
corporation, and such authorization may be general or confined to specific
instances. In the absence of other designation, all deeds, mortgages and
instruments of assignment or pledge made by the corporation shall be
executed in the name of the corporation by the Chairman of the Board, the
President or one of the Vice-Presidents and by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an
Assistant Secretary, when necessary or required, shall affix the corporate
seal thereto; and when so executed no other party to such instrument or
any third party shall be required to make any inquiry into the authority
of the signing officer or officers.
5.02. Loans. No indebtedness for borrowed money shall be
contracted on behalf of the corporation and no evidences of such
indebtedness shall be issued in its name unless authorized by or under the
authority of a resolution of the Board of Directors. Such authorization
may be general or confined to specific instances.
5.03. Checks, Drafts, etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation, shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as shall
from time to time be determined by or under the authority of a resolution
of the Board of Directors.
5.04. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositories as may be
selected by or under the authority of a resolution of the Board of
Directors.
5.05 Voting of Securities Owned by this Corporation. Subject
always to the specific directions of the Board of Directors, (a) any
shares or other securities issued by any other corporation and owned or
controlled by this corporation may be voted at any meeting of security
holders of such other corporation by the Chairman of the Board of this
corporation if he be present, or in his absence by the President of this
corporation if he be present, or in his absence by any Vice-President of
this corporation who may be present, and (b) whenever, in the judgment of
the Chairman of the Board, or in his absence, of the President, or in his
absence, of any Vice-President, it is desirable for this corporation to
execute a proxy or written consent in respect to any shares or other
securities issued by any other corporation and owned by this corporation,
such proxy or consent shall be executed in the name of this corporation by
the Chairman of the Board, the President or one of the Vice-Presidents of
this corporation, without necessity of any authorization by the Board of
Directors, affixation of corporate seal or countersignature or attestation
by another officer. Any person or persons designated in the manner above
stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such
other corporation and owned by this corporation the same as such shares or
other securities might be voted by this corporation.
5.06. No Nominee Procedures. The corporation has not
established, and nothing in these by-laws shall be deemed to establish,
any procedure by which a beneficial owner of the corporation's shares that
are registered in the name of a nominee is recognized by the corporation
as the shareholder under Section 180.0723 of the Wisconsin Business
Corporation Law.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.01. Certificates for Shares. Certificates representing
shares of the corporation shall be in such form, consistent with the
Wisconsin Business Corporation Law, as shall be determined by the Board of
Directors. Such certificates shall be signed by the Chairman of the
Board, the President or a Vice-President and by the Secretary or an
Assistant Secretary. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to
whom the shares represented thereby are issued, with the number of shares
and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except as provided in Section 6.06.
6.02. Facsimile Signatures and Seal. The seal of the
corporation on any certificates for shares may be a facsimile. The
signatures of the Chairman of the Board, the President or any
Vice-President and the Secretary or Assistant Secretary upon a certificate
may be facsimiles if the certificate is countersigned by a transfer agent,
or registered by a registrar, other than the corporation itself or an
employee of the corporation.
6.03. Signature by Former Officers. In case any officer,
who has signed or whose facsimile signature has been placed upon any
certificate for shares, shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer at the date of its issue.
6.04. Transfer of Shares. Prior to due presentment of a
certificate for shares for registration of transfer the corporation may
treat the registered owner of such shares as the person exclusively
entitled to vote, to receive notifications and otherwise to exercise all
the rights and powers of an owner. Where a certificate for shares is
presented to the corporation with a request to register for transfer, the
corporation shall not be liable to the owner or any other person suffering
loss as a result of such registration of transfer if (a) there were on or
with the certificate the necessary endorsements, and (b) the corporation
had no duty to inquire into adverse claims or has discharged any such
duty. The corporation may require reasonable assurance that said
endorsements are genuine and effective and in compliance with such other
regulations as may be prescribed under the authority of the Board of
Directors.
6.05. Restrictions on Transfer. The face or reverse side of
each certificate representing shares shall bear a conspicuous notation of
any restriction imposed by the corporation upon the transfer of such
shares.
6.06. Lost, Destroyed or Stolen Certificates. Where the
owner claims that his certificate for shares has been lost, destroyed or
wrongfully taken, a new certificate shall be issued in place thereof if
the owner (a) so requests before the corporation has notice that such
shares have been acquired by a bona fide purchaser, and (b) files with the
corporation a sufficient indemnity bond, and (c) satisfies such other
reasonable requirements as the Board of Directors may prescribe.
6.07. Consideration for Shares. The Board of Directors may
authorize shares to be issued for consideration consisting of any tangible
or intangible property or benefit to the corporation, including cash,
promissory notes, services performed, contracts for services to be
performed or other securities of the corporation. Before the corporation
issues shares, the Board of Directors shall determine that the
consideration received or to be received for the shares to be issued is
adequate. In the absence of a resolution adopted by the Board of
Directors expressly determining that the consideration received or to be
received is adequate, Board approval of the issuance of the shares shall
be deemed to constitute such a determination. The determination of the
Board of Directors is conclusive insofar as the adequacy of consideration
for the issuance of shares relates to whether the shares are validly
issued, fully paid and nonassessable. The corporation may place in escrow
shares issued in whole or in part for a contract for future services or
benefits, a promissory note, or other property to be issued in the future,
or make other arrangements to restrict the transfer of the shares, and may
credit distributions in respect of the shares against their purchase
price, until the services are performed, the benefits or property are
received or the promissory note is paid. If the services are not
performed, the benefits or property are not received or the promissory
note is not paid, the corporation may cancel, in whole or in part, the
shares escrowed or restricted and the distributions credited.
6.08. Stock Regulation. The Board of Directors shall have
the power and authority to make all such further rules and regulations not
inconsistent with the statutes of the State of Wisconsin as it may deem
expedient concerning the issue, transfer and registration of certificates
representing shares of the corporation.
ARTICLE VII. SEAL
7.01. The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed thereon the name
of the corporation and the state of incorporation and the words,
"Corporate Seal".
ARTICLE VIII. INDEMNIFICATION
8.01. Certain Definitions. All capitalized terms used in
this Article VIII and not otherwise hereinafter defined in this Section
8.01 shall have the meaning set forth in Section 180.0850 of the Statute.
The following capitalized terms (including any plural forms thereof) used
in this Article VIII shall be defined as follows:
(a) "Affiliate" shall include, without limitation, any
corporation, partnership, joint venture, employee benefit plan, trust or
other enterprise that directly or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control
with, the Corporation.
(b) "Authority" shall mean the entity selected by the Director
or Officer to determine his or her right to indemnification pursuant to
Section 8.04.
(c) "Board" shall mean the entire then elected and serving
Board of Directors of the Corporation, including all members thereof who
are Parties to the subject Proceeding or any related Proceeding.
(d) "Breach of Duty" shall mean the Director or Officer
breached or failed to perform his or her duties to the Corporation and his
or her breach of or failure to perform those duties is determined, in
accordance with Section 8.04, to constitute misconduct under Section
180.0851 (2) (a) 1, 2, 3 or 4 of the Statute.
(e) "Corporation," as used herein and as defined in the Statute
and incorporated by reference into the definitions of certain other
capitalized terms used herein, shall mean this Corporation, including,
without limitation, any successor corporation or entity to this
Corporation by way of merger, consolidation or acquisition of all or
substantially all of the capital stock or assets of this Corporation.
(f) "Director or Officer" shall have the meaning set forth in
the Statute; provided, that, for purposes of Article VIII, it shall be
conclusively presumed that any Director or Officer serving as a director,
officer, partner, trustee, member of any governing or decision-making
committee, employee or agent of an Affiliate shall be so serving at the
request of the Corporation.
(g) "Disinterested Quorum" shall mean a quorum of the Board who
are not Parties to the subject Proceeding or any related Proceeding.
(h) "Party" shall have the meaning set forth in the Statute;
provided, that, for purposes of this Article VIII, the term "Party" shall
also include any Director or Officer or employee who is or was a witness
in a Proceeding at a time when he or she has not otherwise been formally
named a Party thereto.
(i) "Proceeding" shall have the meaning set forth in the
Statute; provided, that, for purposes of this Article VIII, the term
"Proceeding" shall also include all Proceedings (i) brought under (in
whole or in part) the Securities Act of 1933, as amended, the Exchange
Act, their respective state counterparts, and/or any rule or regulation
promulgated under any of the foregoing; (ii) brought before an Authority
or otherwise to enforce rights hereunder; (iii) any appeal from a
Proceeding; and (iv) any Proceeding in which the Director or Officer is a
plaintiff or petitioner because he or she is a Director or Officer;
provided, however, that such Proceeding is authorized by a majority vote
of a Disinterested Quorum.
(j) "Statute" shall mean Sections 180.0850 through 180.0859,
inclusive, of the Wisconsin Business Corporation Law, Chapter 180 of the
Wisconsin Statutes, as the same shall then be in effect, including any
amendments thereto, but, in the case of any such amendment, only to the
extent such amendment permits or requires the Corporation to provide
broader indemnification rights than the Statute permitted or required the
Corporation to provide prior to such amendment.
8.02. Mandatory Indemnification. To the fullest extent
permitted or required by the Statute, the Corporation shall indemnify a
Director or Officer against all Liabilities incurred by or on behalf of
such Director or Officer in connection with a Proceeding in which the
Director or Officer is a Party because he or she is a Director or Officer.
8.03. Procedural Requirements.
(a) A Director or Officer who seeks indemnification under
Section 8.02 shall make a written request therefor to the Corporation.
Subject to Section 8.03(b), within 60 days of the Corporation's receipt of
such request, the Corporation shall pay or reimburse the Director or
Officer for the entire amount of Liabilities incurred by the Director or
Officer in connection with the subject Proceeding (net of any Expenses
previously advanced pursuant to Section 8.05).
(b) No indemnification shall be required to be paid by the
Corporation pursuant to Section 8.02 if, within such 60-day period, (i) a
Disinterested Quorum, by a majority vote thereof, determines that the
Director or Officer requesting indemnification engaged in misconduct
constituting a Breach of Duty or (ii) a Disinterested Quorum cannot be
obtained.
(c) In either case of nonpayment pursuant to Section 8.03(b),
the Board shall immediately authorize by resolution that an Authority, as
provided in Section 8.04, determine whether the Director's or Officer's
conduct constituted a Breach of Duty and, therefore, whether
indemnification should be denied hereunder.
(d) (i) If the Board does not authorize an Authority to
determine the Director's or Officer's right to indemnification hereunder
within such 60-day period and/or (ii) if indemnification of the requested
amount of Liabilities is paid by the Corporation, then it shall be
conclusively presumed for all purposes that a Disinterested Quorum has
determined that the Director or Officer did not engage in misconduct
constituting a Breach of Duty and, in the case of subsection (i) above
(but not subsection (ii)), indemnification by the Corporation of the
requested amount of Liabilities shall be paid to the Director or Officer
immediately.
8.04. Determination of Indemnification.
(a) If the Board authorizes an Authority to determine a
Director's or Officer's right to indemnification pursuant to Section 8.03,
then the Director or Officer requesting indemnification shall have the
absolute discretionary authority to select one of the following as such
Authority:
(i) An independent legal counsel; provided, that such
counsel shall be mutually selected by such Director or Officer
and by a majority vote of a Disinterested Quorum or, if a
Disinterested Quorum cannot be obtained, then by a majority vote
of the Board;
(ii) A panel of three arbitrators selected from the panels
of arbitrators of the American Arbitration Association in
Milwaukee, Wisconsin; provided, that (A) one arbitrator shall be
selected by such Director or Officer, the second arbitrator
shall be selected by a majority vote of a Disinterested Quorum
or, if a Disinterested Quorum cannot be obtained, then by a
majority vote of the Board, and the third arbitrator shall be
selected by the two previously selected arbitrators, and (B) in
all other respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration
Rules; or
(iii) A court pursuant to and in accordance with Section
180.0854 of the Statute.
(b) In any such determination by the selected Authority there
shall exist a rebuttable presumption that the Director's or Officer's
conduct did not constitute a Breach of Duty and that indemnification
against the requested amount of Liabilities is required. The burden of
rebutting such a presumption by clear and convincing evidence shall be on
the Corporation or such other party asserting that such indemnification
should not be allowed.
(c) The Authority shall make its determination within 60 days
of being selected and shall submit a written opinion of its conclusion
simultaneously to both the Corporation and the Director or Officer.
(d) If the Authority determines that indemnification is
required hereunder, the Corporation shall pay the entire requested amount
of Liabilities (net of any Expenses previously advanced pursuant to
Section 8.05), including interest thereon at a reasonable rate, as
determined by the Authority, within 10 days of receipt of the Authority's
opinion; provided, that, if it is determined by the Authority that a
Director or Officer is entitled to indemnification as to some claims,
issues or matters, but not as to other claims, issues or matters, involved
in the subject Proceeding, the Corporation shall be required to pay (as
set forth above) only the amount of such requested Liabilities as the
Authority shall deem appropriate in light of all of the circumstances of
such Proceeding.
(e) The determination by the Authority that indemnification is
required hereunder shall be binding upon the Corporation regardless of any
prior determination that the Director or Officer engaged in a Breach of
Duty.
(f) All Expenses incurred in the determination process under
this Section 8.04 by either the Corporation or the Director or Officer,
including, without limitation, all Expenses of the selected Authority,
shall be paid by the Corporation.
8.05. Mandatory Allowance of Expenses.
(a) The Corporation shall pay or reimburse, within 10 days
after the receipt of the Director's or Officer's written request therefor,
the reasonable Expenses of the Director or Officer as such Expenses are
incurred; provided, the following conditions are satisfied:
(i) The Director or Officer furnishes to the Corporation
an executed written certificate affirming his or her good faith
belief that he or she has not engaged in misconduct which
constitutes a Breach of Duty; and
(ii) The Director or Officer furnishes to the Corporation
an unsecured executed written agreement to repay any advances
made under this Section 8.05 if it is ultimately determined by
an Authority that he or she is not entitled to be indemnified by
the Corporation for such Expenses pursuant to this Section 8.04.
(b) If the Director or Officer must repay any previously
advanced Expenses pursuant to this Section 8.05, such Director or Officer
shall not be required to pay interest on such amounts.
8.06. Indemnification and Allowance of Expenses of Certain
Others.
(a) The Corporation shall indemnify a director or officer of an
Affiliate (who is not otherwise serving as a Director or Officer) against
all Liabilities, and shall advance the reasonable Expenses, incurred by
such director or officer in a Proceeding to the same extent hereunder as
if such director or officer incurred such Liabilities because he or she
was a Director or Officer, if such director or officer is a Party thereto
because he or she is or was a director or officer of the Affiliate.
(b) The Corporation shall indemnify an employee who is not a
Director or Officer, to the extent that he or she has been successful on
the merits or otherwise in defense of a Proceeding, for all reasonable
Expenses incurred in the Proceeding if the employee was a Party because he
or she was an employee of the Corporation.
(c) The Board may, in its sole and absolute discretion as it
deems appropriate, pursuant to a majority vote thereof, indemnify (to the
extent not otherwise provided in Section 8.06(b) hereof) against
Liabilities incurred by, and/or provide for the allowance of reasonable
Expenses of, an employee or authorized agent of the Corporation acting
within the scope of his or her duties as such and who is not otherwise a
Director or Officer.
8.07. Insurance. The Corporation may purchase and maintain
insurance on behalf of a Director or Officer or any individual who is or
was an employee or authorized agent of the Corporation against any
Liability asserted against or incurred by such individual in his or her
capacity as such or arising from his or her status as such, regardless of
whether the Corporation is required or permitted to indemnify against any
such Liability under this Article VIII.
8.08. Notice to the Corporation. A Director, Officer or
employee shall promptly notify the Corporation in writing when he or she
has actual knowledge of a Proceeding which may result in a claim of
indemnification against Liabilities or allowance of Expenses hereunder,
but the failure to do so shall not relieve the Corporation of any
liability to the Director, Officer or employee hereunder unless the
Corporation shall have been irreparably prejudiced by such failure (as
determined, in the case of Directors or Officers only, by an Authority
selected pursuant to Section 8.04(a)).
8.09. Severability. If any provision of this Article VIII
shall be deemed invalid or inoperative, or if a court of competent
jurisdiction determines that any of the provisions of this Article VIII
contravene public policy, this Article VIII shall be construed so that the
remaining provisions shall not be affected, but shall remain in full force
and effect, and any such provisions which are invalid or inoperative or
which contravene public policy shall be deemed, without further action or
deed by or on behalf of the Corporation, to be modified, amended and/or
limited, but only to the extent necessary to render the same valid and
enforceable.
8.10. Nonexclusivity of Article VIII. The rights of a
Director, Officer or employee (or any other person) granted under this
Article VIII shall not be deemed exclusive of any other rights to
indemnification against Liabilities or advancement of Expenses which the
Director, Officer or employee (or such other person) may be entitled to
under any written agreement, Board resolution, vote of shareholders of the
Corporation or otherwise, including, without limitation, under the
Statute. Nothing contained in this Article VIII shall be deemed to limit
the Corporation's obligations to indemnify against Liabilities or advance
Expenses to a Director, Officer or employee under the Statute.
8.11. Contractual Nature of Article VIII; Repeal or
Limitation of Rights. This Article VIII shall be deemed to be a contract
between the Corporation and each Director, Officer and employee of the
Corporation and any repeal or other limitation of this Article VIII or any
repeal or limitation of the Statute or any other applicable law shall not
limit any rights of indemnification against Liabilities or allowance of
Expenses then existing or arising out of events, acts or omissions
occurring prior to such repeal or limitation, including, without
limitation, the right to indemnification against Liabilities or allowance
of Expenses for Proceedings commenced after such repeal or limitation to
enforce this Article VIII with regard to acts, omissions or events arising
prior to such repeal or limitation.
ARTICLE IX. AMENDMENTS
9.01. By Shareholders. These by-laws may be altered,
amended or repealed and new by-laws may be adopted by the shareholders at
any Annual Meeting or Special Meeting at which a quorum is in attendance.
9.02. By Directors. These by-laws may also be altered,
amended or repealed and new by-laws may be adopted by the Board of
Directors by affirmative vote of a majority of the number of directors
present at any meeting at which a quorum is in attendance; provided,
however, that the shareholders in adopting, amending or repealing a
particular by-law may provide therein that the Board of Directors may not
amend, repeal or readopt that by-law.
9.03. Implied Amendments. Any action taken or authorized by
the shareholders or by the Board of Directors, which would be inconsistent
with the by-laws then in effect but is taken or authorized by affirmative
vote of not less than the number of shares or the number of directors
required to amend the by-laws so that the by-laws would be consistent with
such action, shall be given the same effect as though the by-laws had been
temporarily amended or suspended so far, but only so far, as is necessary
to permit the specific action so taken or authorized.
November 18, 1993
Mr. Dennis Meyer
9426 Olympia Drive
Eden Prairie, MN 55347
Dear Dennis:
I am very pleased that you have determined to join us as Vice President
Marketing and Planning soon after January 1st. Let me summarize in this
letter those points that you and I touched on relative to the package that
we will make available to you. Your salary will be at a level of $160,000
annually. In addition, you will be eligible for the management incentive
award plan which pays a bonus based on accomplishment of a specific annual
objective. You will be included in the plan for 1994 on a prorated basis
depending upon when you actually begin work. There are other areas in
this regard which will be available to you and which were pointed out in
Jim Milslagle's letter to you of May 11th. Everything in there will
remain pretty much as it was with the exception of any periods noted by
date would be moved forward a year as far as your participating periods
are concerned.
However, you and I did talk about the fact that upon arrival you would be
eligible to receive a $10,000 signing bonus. Also, to replace the profit
sharing money which you will be stepping back away from, you will be
eligible to receive at the end of your first year an additional $10,000
payment and at the end of your second year another $10,000. Both of these
are payable only in the event that you continue to be employed at Banta.
I also indicated to you that I will be retiring in April of 1995, and I
will agree that we will be willing to indicate to you that you would be
eligible to receive up to one year's salary in the event that the new CEO
replacing me would seek your termination during the first twelve months
after my retirement. All of the other points made in Jim's letter of May
11th continue to be applicable.
In regards to moving expenses, I would hope that many of those expenses
could be billed directly to the company and not to you. Therefore, by not
having to reimburse you it would not be necessary to gross up your income.
As a rule, we do not operate in that manner. By doing it in this fashion
we can cover most of the moving expenses directly. We will be flexible on
that as I would not want you to become financially damaged as a result of
the move.
Best regards.
Sincerely,
Calvin W. Aurand, Jr.
Chairman
AGREEMENT
THIS AGREEMENT, made as of this 12th day of January, 1995, by
and between BANTA CORPORATION (hereinafter referred to as the "Company")
and CALVIN W. AURAND, JR. (hereinafter referred to as the "Employee");
W I T N E S S E T H :
WHEREAS, the Employee has been a senior executive of the Company
whose services have contributed significantly to the profitability and
success of the Company; and
WHEREAS, the Employee intends to retire from employment with the
Company effective April 30, 1995 after reaching the age of 65; and
WHEREAS, the Company and the Employee wish to provide for
certain payments to the Employee after his retirement and for Employee's
agreement to consult with the Company and to refrain from competition with
the Company, all as more fully hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, it is hereby mutually agreed between the parties hereto as
follows:
1. Retirement. Employee shall retire from employment with the
Company effective on April 30, 1995. On such date Employee shall also
retire as a member of the Board of Directors of the Company and from all
positions as an officer or director of any subsidiary of the Company. For
purposes of the calculation and vesting of benefits under the Banta
Corporation Supplemental Retirement Plan for Key Employees (the
"Supplemental Plan"), Employee shall be deemed to have completed ten years
of service with the Company as of the date of his retirement.
2. Noncompetition. For a period of three years following his
retirement, Employee shall not directly or indirectly participate in the
management of, become employed by, or render services to any other
corporation or business at a location within the United States which
engages in substantial competition with the Company or any of its
subsidiaries, nor shall he allow the use of his name by, or own any equity
interest in excess of 5% in, any such corporation or business. In
consideration of performance by Employee of the foregoing provisions, the
Company shall pay to Employee the sum of $3,000.00 per month for a period
of ten years following his retirement.
3. Consultation. For a period of three years following his
retirement, Employee shall keep himself available for consultation with
the Company for the purpose of developing satisfactory relationships
between those Company or subsidiary employees designated by the Company
and customers, potential customers and venturers and potential venturers
in the Company's security printing industry, and concerning such other
matters and at such times and places as the Company shall, from time to
time, reasonably request; provided, however, that Employee shall in no
event be required to consult with the Company for more than 250 hours in
the first such year, 200 hours in the second such year and 50 hours in the
third such year. In consideration of performance by Employee of his
obligations under this paragraph, the Company shall pay to Employee
$5,000.00 per month during the first year following his retirement,
$4,000.00 per month during the second year following his retirement and
$1,000.00 per month during the third year following his retirement.
Employee shall be reimbursed for any reasonable out-of-pocket and
traveling expenses incurred by him in connection with his consulting
services in accordance with policies of the Company for reimbursement of
such expenses to executive employees as in effect from time to time.
4. Company's Obligation. The Company shall make payments under
paragraphs 2 and 3 of this Agreement only so long as Employee continues to
comply with all of the provisions of such paragraphs, except to the extent
such provisions may be waived in writing by the Board of Directors of the
Company, and should Employee not correct any violation within a reasonable
time after written notice to him, the Company may suspend or terminate in
whole or in part any further payments under such paragraphs. Subject to
such compliance during Employee's lifetime, in the event of Employee's
death after retirement and before receiving all of the payments referred
to in paragraphs 2 and 3 hereof, any remaining payments shall be made to
Employee's designated beneficiary or estate as hereinafter provided.
5. Beneficiary. The Employee may, by written notice addressed
to the Secretary of the Company, designate a beneficiary to receive the
payments to which he becomes entitled under paragraphs 2 and 3 of this
Agreement in the event of his death prior to receipt of all of such
payments. If Employee fails to make such a designation, or in the event
the designated beneficiary predeceases Employee and no successor has been
designated, payments becoming due after Employee's death shall be made to
his estate.
6. Assignment. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the Company. Neither
Employee nor one acting for him shall have power to assign this Agreement
or to transfer, assign, anticipate, mortgage or otherwise encumber in
advance any of the payments provided for in this Agreement, nor shall any
of said payments nor any assets or funds of the Company be subject to
seizure for the payment of any debts, judgments, alimony or separate
maintenance, or be reached or transferred by operation of law in the event
of bankruptcy, insolvency or otherwise.
7. Effect on Other Arrangements. Except as provided in
paragraph 1 hereof with respect to the Supplemental Plan, nothing
contained herein shall affect the rights of Employee or the Company under
any other written agreement between Employee and the Company or under any
pension, supplemental retirement, insurance or other benefit plan or
arrangement of the Company in which Employee is a participant.
8. Miscellaneous. This Agreement shall be governed by and
construed and interpreted in accordance with the internal laws of the
State of Wisconsin. This Agreement may not be amended or modified in any
manner except by written instrument executed by the Company and Employee.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute but
one and the same instrument. In the event that any provision of this
Agreement shall under any circumstances be deemed invalid or inoperative,
this Agreement shall be construed with the invalid or inoperative
provision deleted and the rights and obligations of the parties shall be
construed and enforced accordingly.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement all as of the day and year first written above.
BANTA CORPORATION
[Corporate Seal] By: /s/ Donald D. Belcher
Donald D. Belcher
Chief Executive Officer and President
Attest: /s/ Ronald D. Kneezel
Ronald D. Kneezel
Secretary
/s/ Calvin W. Aurand, Jr.
Calvin W. Aurand, Jr.
AGREEMENT
THIS AGREEMENT, made as of this 1st day of September, 1994, by
and between BANTA CORPORATION, a Wisconsin corporation (hereinafter
referred to as the "Company"), and GERALD A. HENSELER (hereinafter
referred to as the "Employee").
W I T N E S S E T H :
WHEREAS, the Employee has for many years been a senior executive
of the Company whose services have contributed significantly to the
profitability and success of the Company; and
WHEREAS, the Company and the Employee wish to provide for
certain payments to the Employee in addition to the retirement benefits he
will otherwise receive after any termination of his employment by the
Company or as a result of his death, or if the Employee retires after
reaching the age of 62, all as more fully hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, it is hereby mutually agreed between the parties as follows:
1. Payments. In the event that (a) the Employee's employment
is terminated by the Company at any time after the date hereof or as a
result of the Employee's death, or (b) the Employee retires from all
positions as an officer or director of the Company and any of its
subsidiaries and operating units after reaching the age of 62, the Company
will pay to the Employee (or to his designated beneficiary or estate as
provided in Section 3 hereof) the sum of $2,000.00 per month for 120
consecutive months, commencing on the first day of the calendar month
following the month in which such termination or retirement occurs.
2. Condition. Unless waived in writing by the Board of
Directors of the Company, the Employee agrees that for a period of four
(4) years after his termination of employment by the Company or retirement
as described above he will not directly or indirectly, in any capacity
whatsoever, participate or assist in the management or operation of, or
own any equity interest in excess of 5% in, any corporation or other
business entity which engages or plans to engage in substantial
competition with the Company or any of its subsidiaries or operating
units, if said competitive business would employ the Employee's services
at any location within the United States of America and would reasonably
be expected to utilize confidential business information acquired by the
Employee during his employment by the Company. The Company shall make
payments under this Agreement only so long as the Employee complies with
the above condition, and should he not correct any violation within 60
days after written notice to him, the Company may suspend or terminate in
whole or in part any further payment hereunder and may recover any
payments made hereunder during the period of such violation.
3. Beneficiary. The Employee may by written notice addressed
to the Secretary of the Company designate a beneficiary to receive the
payments to which he becomes entitled hereunder in the event of his death
prior to receipt of any or all of such payments. If the Employee fails to
make such a designation, or in the event the designated beneficiary
predeceases the Employee and no successor has been designated, payments
becoming due after the Employee's death shall be made to his estate.
4. Assignment. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the Company. Neither
the Employee nor one acting for him shall have power to assign this
Agreement or to transfer, assign, hypothecate, mortgage or otherwise
encumber in advance any of the payments provided for in this Agreement,
nor shall any of said payments nor any assets or funds of the Company be
subject to seizure for the payment of any debts, judgments, alimony or
separate maintenance of the Employee, or be reached or transferred by
operation of law in the event of the Employee's bankruptcy, insolvency or
otherwise.
5. Effect on Other Arrangements. Nothing contained herein
shall affect the rights of the Employee or the Company under any other
written agreement between the Employee and the Company or under any
pension, supplemental retirement, insurance or other benefit plan or
arrangement of the Company in which the Employee is a participant.
6. Miscellaneous. This Agreement shall be governed by and
construed and interpreted in accordance with the internal laws of the
State of Wisconsin. This Agreement embodies the entire agreement between
the parties hereto with respect to the matters contemplated herein and
there have been and are no agreements, representations or warranties
between the parties other than those set forth or provided for herein, nor
are there any conditions affecting this Agreement which are not expressed
herein. This Agreement may not be amended or modified in any manner
except by written instrument executed by the Company and the Employee.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original but all of which together shall constitute but
one and the same instrument. The uneforceability, invalidity or
illegality of any provision of this Agreement shall not affect or impair
the continuing enforceability or validity of any other part of this
Agreement, all of which shall survive and be valid and enforceable.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement all as of the day and year first written above.
BANTA CORPORATION
By: /s/ Calvin W. Aurand, Jr.
Calvin W. Aurand, Jr.
Chairman of the Board and
Chief Executive Officer
Attest: /s/ Ronald D. Kneezel
Ronald D. Kneezel
Secretary
EMPLOYEE
/s/ Gerald A. Henseler (Seal)
Gerald A. Henseler
BANTA CORPORATION
OUTSIDE DIRECTORS' RETIREMENT PLAN
1. Purpose of the Plan.
The purpose of the Banta Corporation Outside Directors'
Retirement Plan (the "Plan") is to provide retirement income to long-term
outside directors of Banta Corporation (the "Corporation") and to assist
the Corporation in retaining such directors upon whose efforts the future
successful and profitable operation of its business is dependent.
2. Effective Date.
The Plan shall become effective as of January 1, 1995.
3. Participants in the Plan.
All members of the Board of Directors of the Corporation (the
"Board") on or after January 1, 1995 who are not also employees of the
Corporation shall be eligible to participate in the Plan ("Outside
Directors"). For all purposes of this Plan, any reference to employment
with the Corporation shall also include employment with any subsidiary or
other entity which is in a controlled group with the Corporation for
purposes of Internal Revenue Code Section 414(b) or (c).
4. Administration of the Plan.
The Plan shall be administered by the Board or, if the Board
deems it desirable, by a committee designated by the Board. Such entity
shall be the "Administrator" hereunder. The Administrator shall have the
complete authority to apply and construe the terms of the Plan, and any
decisions of the Administrator shall be final and binding.
5. Benefit Eligibility.
An Outside Director shall become vested in the benefit described
in paragraph 6 at the rate of ten percent (10%) for each year of service
on the Board, subject to a minimum three (3) year requirement. (The
Outside Director is zero percent (0%) vested after two (2) years of
service but thirty percent (30%) vested after three (3) years.) A "year
of service" for this purpose is any period of association with the
Corporation as an Outside Director, both before and after January 1, 1995.
6. Benefit Amount.
Subject to the vesting requirements of paragraph 5, the benefit
amount for an Outside Director shall be one-half of the annual retainer
for members of the Board as of the last day of service by such person as
an Outside Director. Such annual amount shall be payable for the number
of years, not greater than ten (10), during which such person was an
Outside Director.
7. Benefit Distribution.
An Outside Director's vested portion of the benefit amount shall
be paid on an annual basis commencing with the month following the later
to occur of the Outside Director's attainment of age sixty-five (65) or
the Outside Director's retirement from the Board. Payments shall continue
during the payment period specified in paragraph 6. Payments shall be
made from time to time in the same manner as the retainer fee paid to
then-active directors.
8. Death Benefits.
An Outside Director may designate a beneficiary to receive the
benefits to which the Outside Director is entitled under this Plan in the
event of his death prior to receipt of any or all of such benefits. Such
election shall be effective by filing a written designation, in
substantially the form attached as Appendix A, with the Corporation's
Secretary and may be changed from time to time by similar action. Any
remaining benefits shall be paid to the estate of the last to survive of
the Outside Director or the applicable beneficiary.
9. Mandatory Retirement.
There shall be a maximum limitation on the period during which a
person shall serve as an Outside Director. Retirement shall be mandatory
as of the end of the term in which occurs the earlier of the Outside
Director's attainment of age seventy (70) or the completion of fifteen
(15) years of service as an Outside Director; provided, however, that the
fifteen (15) year limitation shall be inapplicable to any Outside Director
who had completed at least fifteen (15) years as an Outside Director as of
January 1, 1995.
10. Non-Alienation of Payments.
Any benefits payable under the Plan shall not be subject in any
manner to alienation, sale, transfer, assignment, pledge, attachment,
garnishment or encumbrance of any kind, by will, or by inter vivos
instrument. Any attempt to alienate, sell, transfer, assign, pledge or
otherwise encumber any such benefit payment, whether currently or
thereafter payable, shall not be recognized by the Administrator. Any
payment due hereunder shall not in any manner be liable for or subject to
the debts or liabilities of any Outside Director or beneficiary thereof,
as the case may be. If any such Outside Director or beneficiary shall
attempt to alienate, sell, transfer, assign, pledge or otherwise encumber
any benefit payments to be made to that person under the Plan or any part
thereof, or if by reason of such person's bankruptcy or other event
happening at any time, such payments would devolve upon anyone else or
would not be enjoyed by such person, then the Administrator, in its
discretion, may terminate such person's interest in any such benefit
payment, and hold or apply it to or for the benefit of that person, the
spouse, children, or other dependents thereof, or any of them, in such
manner as the Administrator may deem proper.
11. Incompetency.
Every person receiving or claiming benefit payments under the
Plan shall be conclusively presumed to be mentally competent until the
date on which the Administrator receives a written notice, in a form and
manner acceptable to the Administrator, that such person is incompetent
and that a guardian, conservator, or other person legally vested with the
care of his estate has been appointed. In the event a guardian or
conservator of the estate of any person receiving or claiming benefit
payments under this Plan shall be appointed by a court of competent
jurisdiction, payments may be made to such guardian or conservator;
provided that proper proof of appointment and continuing qualification is
furnished in a form and manner acceptable to the Administrator. Any such
payment so made shall be a complete discharge of any liability therefor.
12. Construction.
The Plan shall be construed, administered and governed in all
respects under and by the laws of the State of Wisconsin to the extent not
preempted by the Employee Retirement Income Security Act of 1974 as
amended. Wherever any words are used herein in the masculine, they shall
be construed as though they were used in the feminine for all cases where
they would so apply; and wherever any words are used herein in the
singular or the plural, they shall be construed as though they were used
in the plural or the singular, as the case may be, in all cases where they
would so apply. The words "hereof", "herein", "hereunder", and other
similar compounds of the word "here" shall mean and refer to this entire
document and not to any particular Section.
13. Successors and Assigns.
The terms and conditions of the Plan, as amended and in effect
from time to time, shall be binding upon the successors and assigns of the
Corporation, including without limitation any entity into which the
Corporation may be merged or with which the Corporation may be
consolidated and upon any beneficiaries or personal representatives of the
Outside Directors.
14. Amendment or Termination of Plan.
The Corporation, by action of the Board, reserves the right to
amend, modify, terminate or discontinue the Plan at any time, and such
action shall be final, binding and conclusive as to all parties, including
any Outside Director, any designated beneficiary or otherwise. However,
any such Board action to amend, modify, terminate or discontinue the Plan
shall not be effective and operative with respect to the vested benefit
accrued as of the date of such action (determined as if the Outside
Director retired from the Board on that date) unless and until written
consent thereto is obtained from each Outside Director adversely affected
by such action. If the Outside Director is not then living and his
designated beneficiary (or in the absence of any such designation, his
estate) would be adversely affected by such action, such consent must be
obtained from the designated beneficiary (or, if applicable, his estate).
<PAGE>
APPENDIX A
WRITTEN DESIGNATION OF
BENEFICIARY UNDER
BANTA CORPORATION
OUTSIDE DIRECTORS' RETIREMENT PLAN
TO: The Secretary of Banta Corporation
The undersigned does hereby designate the following as his/her
beneficiary under the Banta Corporation Outside Directors' Retirement Plan
(the "Plan") who shall thereby be entitled to receive all or any part of
the undersigned's benefit which may remain unpaid at the undersigned's
death. This written designation supersedes all previous designations made
by the undersigned and shall remain in full force and effect unless and
until modified by a later written designation.
Percentage of
Name of Relationship Payment(s)
Beneficiary to Outside Director Entitled to Receive
Dated and effective this ________ day of , 19__.
Name
[Page 18 of the Annual Report]
<TABLE>
Five-year Summary of Selected Financial Data
Not Covered by Auditors' Report
<CAPTION>
Dollars in thousands (except per share data)
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Summary of Earnings <F1>
Net sales $811,330 $691,244 $637,416 $565,473 $577,614
Net earnings from
continuing operations 47,228 40,992 35,662 28,219 29,352
Net earnings 47,228 40,992 35,662 20,619 18,171
Net earnings per
common share from
continuing operations <F2> 2.33 2.03 1.79 1.44 1.53
Net earnings per
common share <F2> 2.33 2.03 1.79 1.05 .95
Dividends paid per
common share <F2> .52 .47 .41 .38 .37
FINANCIAL SUMMARY
Working capital 101,422 106,171 102,214 98,323 94,151
Net plant and equipment 293,662 232,888 205,246 200,938 194,977
Total assets 577,763 457,433 410,182 397,464 397,580
Long-term debt 67,834 45,603 52,491 64,061 75,378
Interest expense 5,902 5,346 5,786 5,398 5,378
Shareholders' investment 331,587 292,428 258,237 226,967 206,585
Book value per share of
common stock <F2><F3> 16.48 14.62 13.00 11.56 10.80
<FN>
<F1> All years comprised 52 weeks except 1992 which comprised 53 weeks.
<F2> Per share amounts have been adjusted for the three-for-two stock split distributed in April 1993.
<F3> Book values per share for common stock are based on shares outstanding at year-end.
</TABLE>
<PAGE>
[Pages 19 to 21 of the Annual Report]
Management's Discussion and Analysis of Financial Position and Operations
Operational Highlights
Banta Corporation continued its strong growth with record sales and
earnings for 1994. Sales increased 17% to $811 million and earnings were
$47 million, up 15%. Record sales include contributions from two
acquisitions, representing approximately 40% of the volume gain. These
acquisitions provide strategically located production facilities to serve
Northeast direct marketing customers and Northwest software publishers.
Overall economic growth in the U.S. has increased activity for the graphic
arts industry over the last several years. Advertising revenues and
consumer confidence have increased, resulting in growth opportunities for
Banta, particularly in its magazine and commercial markets.
It is customary for printers to adjust sales prices to reflect market
fluctuations in paper costs. For the past four to five years, customers
have benefited from continuing paper price reductions, reflective of lower
demand and excess capacity within the paper industry. For much of 1994,
paper availability was ample with short delivery cycles and no allocation
restrictions. However, in the fourth quarter there was a dramatic increase
in paper prices and a tightening of availability, with nearly all grades
on allocation and delivery times ranging up to six weeks. The solid
relationships Banta Corporation has built with paper suppliers over the
years have been beneficial during previous periods of limited paper
availability and we expect those relationships to again be of benefit
during this paper market cycle. Net sales and material costs were not
materially affected by the paper price increases in 1994 because they
occurred late in the year. However, if paper prices remain at these
levels, the growth in both sales and material costs, including the last-
in, first-out (LIFO) inventory valuation charges, will be significantly
impacted in 1995.
Pricing remains competitive within the industry as print customers look
for ways to reduce costs. Unit sales prices were generally lower in 1994
than in 1993, reflective of the competitive environment. Despite the unit
price reductions, the Corporation has been able to improve its earnings in
part because it is financially able to invest in modern, technologically
advanced equipment, which helps reduce unit costs, and because of
productivity gains resulting from Continuous Improvement programs.
The Corporation continues to investigate the relationships of print and
alternative media in an effort to assist customers in distributing their
information via a broad spectrum of media. The introduction of digital
computer technologies into the prepress process allows the Corporation's
customers to present its information in many formats, including
traditional print, digital print, CD-ROM, CD-Interactive, diskettes, and
on-line. Banta Corporation has continued to make strategically important
investments in digital technologies, remaining at the forefront of the
graphic arts industry.
Sales
The Corporation classifies its sales as follows: commercial (catalogs,
direct marketing materials and single-use products); books (educational,
general, trade, data manuals and software services); magazines; and other
(point-of-purchase, security products and prepress services). Sales for
the market classifications, as a percent of consolidated net sales, were
as follows:
1994 1993 1992
Commercial 46% 44% 46%
Books 32 34 30
Magazines 12 12 13
Other 10 10 10
--- --- ---
100% 100% 100%
Percentage increases in sales by market classification for 1994 compared
with 1993 were as follows: commercial - 22%; books - 10%; magazines - 14%;
and other - 16%.
Several significant factors influenced commercial market sales in 1994.
During the first quarter, the acquisition of Danbury Printing & Litho was
completed. Danbury Printing serves direct marketing customers, primarily
in the New York City area, and accounts for 50% of the commercial market
sales increase in 1994. The Corporation installed its first new-
generation, 48-page press during the third quarter, adding significantly
to the Corporation's consumer catalog production capacity. Capacity was
also added at two units serving direct marketing customers. The operations
serving catalog markets experienced high levels of production activity
late in 1994 due to customers' desire to mail product prior to the January
1, 1995 postage rate increase. Business-to-business catalog sales
increased in 1994, helped by the production of several biennial catalog
projects. Sales of single-use products increased during 1994 as a result
of additional film extrusion capacity. However, continued uncertainty
regarding the national health care industry limited sales growth of
medical products.
Book market sales increased in all categories, except educational which
declined modestly. Software manuals and services, which provided the most
significant sales growth, was aided by the acquisition of United Graphics
during the third quarter. The acquisition enables the Corporation to
better serve software customers in the Northwest. United Graphics
accounted for 36% of the sales increase in the book market. Additional
increases in software documentation sales were facilitated by new
fulfillment capabilities and added capacity at the Corporation's facility
in Spanish Fork, Utah.
The Corporation continued to gain new titles and market share in special-
interest magazines. The 1994 sales gain was achieved through increased
market penetration and increased spending for magazine advertising pages.
The Corporation also expanded in-house mail list processing services for
magazine publishers. Activity levels at the units serving this market also
increased late in the year due to the January 1, 1995, postage rate
increase.
The sales increase in the "Other" classification resulted from higher
prepress and digital services volume in 1994, including additional
services in electronic graphic design, digital photography and on-demand
print services. During the last several years the Corporation's Digital
Group facilities have diversified their customer base to include packaging
customers and increased their ability to maximize plant utilization by
connecting its facilities through an extensive network of high-speed T-1
telecommunication lines. Prepress sales in 1994 to packaging customers
benefited from the new government labelling requirements.
Sales for 1993 increased 8% over 1992. All of the Corporation's market
classifications registered sales increases for 1993; commercial - 3%;
books - 21%; magazines - 10%; and other - 1%.
Commercial market sales were impacted in 1993 by uneven demand for
consumer catalogs (slow activity early in the year and an over-sold
situation in the second half of 1993), the absence of the biennial
business-to-business catalog production and a 22% increase in direct
marketing sales, which was accommodated by capacity additions. Book market
sales increased in all product categories. The largest increase was in
software documentation. During 1993 the Corporation expanded the array of
services it offers software publishers to include 1-800 telephone order
fulfillment services, on-demand printing, and streamlined manufacturing
procedures. The Corporation's special-interest magazine facilities
increased sales 10% as a result of increased market penetration and a
modest increase in advertising pages. The small increase in the "Other"
classification resulted from higher prepress service sales, offset by
lower display sales.
Cost of Goods Sold
In 1994, cost of goods sold as a percent of sales was 77.0% compared with
76.8% in 1993 and 77.0% in 1992. The Corporation's use of the LIFO
inventory valuation method resulted in LIFO adjustments which increased
(reduced) cost of goods sold by $844,000, ($272,000) and ($225,000) in
1994, 1993 and 1992, respectively. The change in LIFO valuation adjustment
between 1994 and 1993 represents more than one-half of the cost of goods
sold percentage increase. The remainder of the increase in the cost of
goods sold percentage resulted from the increased costs of new capacity
additions and the lower margins associated with the operations acquired in
1994. Depreciation expense increased $7.7 million in 1994 compared to 1993
as a result of the aggressive $87 million capital expenditure program and
the 1994 acquisitions. In 1993, depreciation increased $2.9 million
compared to 1992. The reduction in the cost of sales percentage for 1993
compared to 1992 was primarily the result of increased utilization at
units serving direct marketing and magazine customers. Also contributing
to the cost of sales percentage reduction were productivity improvements
resulting from the Corporation's Continuous Improvement programs and the
absence of $1.8 million of cost related to plant relocations incurred in
1992. Health care costs, which were allocated both to cost of goods sold
and administrative expenses, increased by 11% in 1994 ($1.3 million,
including $800,000 from acquisitions) and 7% in 1993 ($850,000).
As evidenced by the large capital expenditures in 1994 and expenditures
planned for 1995, the Corporation is committed to continued investment in
equipment that will improve product quality, reduce turnaround time and
lower unit manufacturing costs. Both capital and operating costs
associated with environmental issues (air quality and solid waste) have
continued to increase. The Corporation recycles substantially all of its
waste materials generated by the manufacturing process and emphasizes
environmental safety in the workplace.
Expenses
Selling and administrative expenses as a percentage of sales were 12.7%,
12.7% and 13.0% in 1994, 1993 and 1992, respectively. Selling and
administrative expenses increased $15.1 million (17.2%) in 1994 and $4.7
million (5.6%) in 1993. The 1994 increase includes $5.3 million of costs
(35% of the increase) related to the two acquisitions. The remainder of
the increase is due to costs required to support the sales increases
generated from the Corporation's other operations. The 1993 expense
increase generally reflects increases required to support the additional
volume of sales produced in 1993.
Earnings From Operations and Interest Expense
Earnings from operations as a percent of sales were 10.3%, 10.5% and 9.9%
in 1994, 1993 and 1992, respectively. Interest expense was $5.9 million,
$5.3 million and $5.8 million in 1994, 1993 and 1992, respectively. During
1994, the Corporation's average debt levels increased due to the two
acquisitions, the capital expenditure program and higher activity levels
in general. This reversed a trend of generally declining debt levels over
the prior several years. The increased debt levels, combined with a rising
interest rate environment resulted in the increased interest expense in
1994. The interest expense reduction in 1993 compared to 1992 resulted
from lower average borrowing levels and declining interest rates.
Pretax earnings as a percent of sales were 9.7%, 9.9% and 9.2% in 1994,
1993 and 1992, respectively. Effective income tax rates were 40.0%, 40.3%
and 39.0% in 1994, 1993 and 1992, respectively. The increase in the
effective tax rate for 1993 over 1992 was a result of the federal tax rate
increase, which was enacted during 1993 and reduced earnings per share
approximately 4.5 cents.
Liquidity and Capital Resources
Selected
Financial Data Dollars in thousands
(except current ratio)
1994 1993 1992
Receivables $169,613 $125,004 $106,581
Inventories 67,797 52,447 42,623
Notes payable 56,001 20,800 -
Accounts payable and
accrued liabilities 82,668 64,074 61,333
Working capital 101,422 106,171 102,214
Long-term debt 67,834 45,603 52,491
Shareholders' investment 331,587 292,428 258,237
Long-term debt to total
long-term debt and
shareholders' investment 17.0% 13.5% 16.9%
Current Ratio 1.69 2.16 2.40
During 1994, the Corporation issued $25,000,000 of 7.62% long-term debt.
The proceeds were used to finance acquisitions. The Corporation also
increased its net short-term borrowings by $35.2 million during 1994. The
net proceeds from these borrowings were used for acquisitions and to
finance increases in current assets resulting from higher activity
levels, particularly during the fourth quarter. Management believes the
Corporation's liquidity continues to be very strong and the degree of
leverage allows the Corporation to finance, at attractive borrowing rates,
its capital expenditure program, as well as any investment opportunities
that may arise.
During 1992, the Corporation completed the sale of the majority of its
video operation for consideration that included $12 million in cash,
100,000 convertible preferred shares of the buyer, a $2.5 million note and
the assumption of selected liabilities by the buyer. During 1993, the
preferred shares were converted into common shares of the buyer, which
were then sold in a secondary public offering resulting in net proceeds to
the Corporation of approximately $3.5 million. During the second quarter
of 1994, the buyer completed the purchase of certain real estate it had
been leasing from the Corporation since 1992, resulting in cash proceeds
of $3 million to the Corporation.
The Corporation's capital investment program reflects its commitment to
maintain modern, efficient plants and to stay at the forefront of new
printing and digital imaging technologies. Preliminary plans for 1995 are
for capital commitments in the range of $60 to $70 million and
approximately $90 million of cash requirements, including unpaid
commitments from 1994.
The Corporation generally raises short-term funds by selling commercial
paper and issuing unsecured bank notes. Such borrowings are supported by
commercial paper back-up lines of credit totaling $45 million and other
committed bank lines of credit totaling $5.2 million. The Corporation also
has available uncommitted short-term borrowing facilities under which it
can borrow on an unsecured basis. Average outstanding short-term
borrowings during 1994 and 1993 were $26.0 million and $7.4 million,
respectively.
<PAGE>
[Page 22 of the Annual Report]
Consolidated Balance Sheets
December 31, 1994 (1994) and January 1, 1994(1993)
Dollars in thousands
ASSETS 1994 1993
Current Assets:
Cash and short-term investments,
at cost which approximates market $ 370 $ 8,230
Receivables, less reserves of
$3,984,000 and $2,943,000,
respectively 169,613 125,004
Inventories 67,797 52,447
Prepaid expenses 2,584 4,511
Deferred income taxes 8,060 7,714
-------- --------
248,424 197,906
Plant and Equipment:
Land 6,035 6,597
Buildings 79,890 73,110
Machinery and equipment 437,810 350,650
------- -------
523,735 430,357
Less accumulated depreciation 230,073 197,469
------- -------
Plant and equipment, net 293,662 232,888
Other Assets 11,766 9,303
Cost in Excess of Net Assets
Of Businesses Acquired 23,911 17,336
-------- --------
$ 577,763 $ 457,433
======== ========
LIABILITIES AND SHAREHOLDERS'
INVESTMENT
Current Liabilities:
Notes payable $ 56,001 $ 20,800
Accounts payable 44,960 27,364
Accrued salaries and wages 20,239 16,903
Other accrued liabilities 17,469 19,807
Current maturities of long-term debt 8,333 6,861
-------- --------
147,002 91,735
-------- --------
Non-current Liabilities:
Long-term debt 67,834 45,603
Deferred income taxes 19,218 18,257
Other non-current liabilities 12,122 9,410
-------- --------
99,174 73,270
-------- --------
Shareholders' Investment:
Common stock -
$.10 par value, authorized 75,000,000
shares; 20,126,026 and 19,996,532
shares issued outstanding in 1994 and
1993, respectively 2,013 2,000
Amount in excess of par value of stock 56,780 54,436
Retained earnings 272,794 235,992
-------- --------
331,587 292,428
-------- --------
$577,763 $ 457,433
======== ========
The accompanying notes to consolidated financial statements are an
integral part of these balance sheets.
<PAGE>
[Page 23 of the Annual Report]
Consolidated Statements of Earnings
For the Periods Ended December 31, 1994 (1994), January 1, 1994 (1993) and
January 2, 1993 (1992)
Dollars in thousands
(except earnings per share)
1994 1993 1992
Net sales $811,330 $691,244 $637,416
Cost of goods sold 625,049 530,746 491,086
------- ------- -------
Gross Earnings 186,281 160,498 146,330
Selling and administrative
expenses 102,923 87,812 83,133
-------- -------- --------
Earnings from Operations 83,358 72,686 63,197
Interest expense (5,902) (5,346) (5,786)
Other income, net 1,272 1,352 1,051
-------- -------- --------
Earnings Before Income
Taxes 78,728 68,692 58,462
Provision for income taxes 31,500 27,700 22,800
-------- -------- --------
Net Earnings $ 47,228 $ 40,992 $ 35,662
======== ======== ========
Net Earnings per
Share of Common Stock $ 2.33 $ 2.03 $ 1.79
======== ======== ========
The accompanying notes to consolidated financial statements are an
integral part of these statements.
<PAGE>
[Page 24 of the Annual Report]
Consolidated Statements of Cash Flows
For the Periods Ended December 31, 1994 (1994), January 1, 1994(1993)
and January 2, 1993 (1992)
Dollars in thousands
1994 1993 1992
CASH FLOW FROM OPERATING ACTIVITIES
Net earnings $ 47,228 $ 40,992 $ 35,662
Adjustments to reconcile net
earnings to net cash provided by
operating activities
Depreciation and amortization 41,502 33,701 30,839
Deferred income taxes 459 479 (1,083)
Change in assets and liabilities,
net of effects of acquisitions:
Increase in receivables (32,942) (18,423) (10,642)
Increase in inventories (12,759) (9,824) (4,563)
Decrease (increase) in other
current assets 2,166 (267) 1,666
Increase in accounts payable
and accrued liabilities 11,048 4,710 3,491
Decrease (increase) in other
non-current assets 1,715 1,017 (802)
Other, net 2,830 1,386 (332)
------- ------- -------
Cash provided by operating activities 61,247 51,737 54,236
------- ------- -------
CASH FLOW FROM INVESTING
ACTIVITIES
Capital expenditures (87,048) (62,960) (33,006)
Proceeds from sale of plant
and equipment 205 414 859
Cash used for acquisitions (29,831) - -
Proceeds from sale of video business
assets 3,000 3,500 12,000
------- ------- --------
Cash used for investing activities (113,674) (59,046) (20,147)
-------- ------- --------
CASH FLOW FROM FINANCING ACTIVITIES
Notes payable proceeds (payments), net 35,201 20,800 (9,985)
Proceeds from issuance of long-term
debt 25,000 - -
Payments on long-term debt (7,565) (11,765) (11,175)
Proceeds and tax benefit from
exercise of stock options 2,357 2,506 3,634
Dividends paid (10,426) (9,303) (8,026)
Fractional shares and rights
redeemed - (4) -
-------- -------- -------
Cash provided by (used for) financing
activities 44,567 2,234 (25,552)
-------- -------- -------
Net (decrease) increase in cash (7,860) (5,075) 8,537
Cash and short-term investments at
beginning of year 8,230 13,305 4,768
-------- -------- --------
Cash and short-term investments at
end of year $ 370 $ 8,230 $ 13,305
======== ======== ========
Cash payments for:
Interest, net of amount capitalized $ 5,788 $ 5,471 $ 5,925
Income taxes 32,250 23,789 24,224
The accompanying notes to consolidated financial statements are an
integral part of these statements.
<PAGE>
[Page 25 of the Annual Report]
<TABLE>
Consolidated Statements of Shareholders' Investment
For the Periods Ended December 31, 1994(1994), January 1, 1994 (1993)
and January 2, 1993 (1992)
<CAPTION>
Dollars in thousands
Common Stock Amount in
Shares Par Excess of Retained
Outstanding Value Par Value Earnings
<S> <C> <C> <C> <C>
Balance, December 28, 1991 13,087,569 $1,309 $48,329 $177,329
Stock options exercised 152,458 15 3,619
Net earnings for the period 35,662
Cash dividends($.41 per share) (8,026)
---------- -------- ------ --------
Balance, January 2, 1993 13,240,027 1,324 51,948 204,965
Stock Options exercised 136,635 14 2,492
Three-for-two stock split
effected in the form of
a 50% stock dividend 6,619,870 662 (4) (662)
Net earnings for the period 40,992
Cash dividends ($.47 per share) (9,303)
--------- --------- --------- --------
Balance, January 1, 1994 19,996,532 2,000 54,436 235,992
Stock options exercised 129,494 13 2,344
Net earnings for the period 47,228
Cash dividends($.52 per
share) (10,426)
---------- --------- -------- ---------
Balance December 31, 1994 20,126,026 $ 2,013 $56,780 $272,794
========== ========= ======== =========
</TABLE>
There are 300,000 shares of $10 par value preferred stock authorized, none
of which are issued.
The accompanying notes to consolidated financial statements are an
integral part of these statements.
<PAGE>
[Pages 26 to 32 of the Annual Report]
Notes to Consolidated Financial Statements
For the Periods Ended December 31, 1994(1994), January 1, 1994 (1993)
and January 2, 1993 (1992)
(1) STATEMENT OF ACCOUNTING POLICIES
Significant accounting policies followed by the Banta Corporation (the
"Corporation") in maintaining financial records and preparing financial
statements are:
Business - The Corporation operates in a single business segment -
printing services. Customers, which consist primarily of publishers
located throughout the United States, are granted credit on an unsecured
basis. No one customer accounted for more than 10% of consolidated sales
during 1994, 1993 or 1992.
Year-end - The Corporation's operating year ends on the Saturday closest
to December 31. The years 1994 and 1993 ended December 31, 1994 and
January 1, 1994, respectively, and comprised 52 weeks each. Operating
year 1992 ended on January 2, 1993, and comprised 53 weeks.
Principles of Consolidation - The consolidated financial statements
include the accounts of the Corporation and its subsidiaries. All
significant intercompany accounts and transactions have been eliminated.
Earnings Per Share of Common Stock - Net earnings per share of common
stock is computed by dividing net earnings by the weighted average number
of common shares and common equivalent shares related to the assumed
exercise of stock options. Average common and common equivalent shares
for computation of earnings per share were 20,243,893, 20,146,378 and
19,939,436 in 1994, 1993 and 1992, respectively.
Recognition of Sales - In accordance with trade practices of the printing
industry, sales are recorded by the Corporation primarily upon completion
of manufacturing. Substantially all such sales are produced to customer
specifications, therefore, the Corporation has no material amounts of
finished goods inventory.
Capitalized Interest - The Corporation capitalizes interest on major
building and equipment installations and depreciates the amount over the
lives of the related assets. The total interest incurred was $7,588,000
in 1994, $6,547,000 in 1993 and $6,473,000 in 1992 of which $1,686,000,
$1,201,000 and $687,000 was capitalized in 1994, 1993 and 1992,
respectively.
Cash and Short-term Investments - Short-term investments, with initial
maturities of generally less than 90 days, are considered cash equivalents
for purposes of the accompanying consolidated statements of cash flows.
Inventories - Approximately 49% and 46% of total inventories in 1994 and
1993, respectively, and the majority of the Corporation's inventories used
in its printing operations, are accounted for at cost, determined by 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 year-end are as follows:
Dollars in thousands
1994 1993
Raw materials and supplies $37,106 $25,502
Work-in-process and finished goods 35,531 30,941
------- -------
FIFO value (current cost)
of all inventories 72,637 56,443
Excess of current cost over
carrying value of
LIFO inventories (4,840) (3,996)
------- ------
Net inventories $ 67,797 $52,447
======= ======
Plant and Equipment - Plant and equipment (including major renewals and
betterments) are carried at cost and depreciated by ratable charges over
the estimated useful life of the assets. Substantially all depreciation
is computed using the straight-line method for financial reporting
purposes. Accelerated depreciation methods are used for tax purposes.
Leasehold improvements are generally amortized over the term of the leases
on a straight-line basis.
Income Taxes - Deferred tax liabilities and assets are determined based on
the difference between the financial statement and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
Cost in Excess of Net Assets of Businesses Acquired - Cost in of excess of
net assets of businesses acquired ("goodwill") is amortized and charged
against operations on a straight-line method over periods not exceeding 40
years. The realizability of goodwill is evaluated annually based upon the
undiscounted earnings of the businesses acquired compared with the
unamortized amount of goodwill. Accumulated amortization goodwill was
$3,807,000 and $3,212,000 as of December 31, 1994 and January 1, 1994,
respectively.
Derivative Financial Instruments - The Corporation occasionally utilized
interest rate swaps and foreign currency forward exchange contracts to
hedge specific interest rate and foreign currency exposures. These
derivative financial instruments are not used for trading purposes. The
Corporation was party to no material derivative financial instrument
contracts in 1994, 1993 and 1992.
(2) ACQUISITIONS AND DIVESTITURES
Acquisition of Danbury Printing & Litho, Inc.
In March, 1994, the Corporation purchased substantially all of the assets
of Danbury Printing & Litho, Inc. ("Danbury"). The purchase price of
$16.3 million in cash plus the assumption of selected liabilities was
initially estimated to be equal to the fair value of the assets acquired.
Danbury reported sales of approximately $35 million in 1993. This
acquisition was accounted for as a purchase and, accordingly, the
accompanying financial statements include Danbury's results beginning with
the acquisition date.
Acquisition of United Graphics Inc.
In August, 1994, the Corporation completed its acquisition of the
outstanding shares of United Graphics Inc. ("UGI") for approximately $9.5
million in cash and a $1.5 million note. The purchase price plus the
liabilities assumed exceeded the fair value of the tangible and identified
intangible assets purchased by an initial estimate of $7.2 million. The
Corporation also paid $4 million to former shareholders of UGI in exchange
for covenants not to compete. UGI reported sales for its most recent
fiscal year of approximately $28 million. This acquisition was accounted
for as a purchase and accordingly the accompanying financial statements
include UGI's results beginning with the acquisition date.
Disposition Of Video Operations
During 1992, the Corporation completed the sale of the majority of its
discontinued video operations for consideration including $12,000,000
cash, 100,000 convertible preferred shares of the buyer, a $2,500,000 note
and the assumption of selected liabilities by the buyer. The video
operations remaining after the sale were not material. During 1993, the
preferred shares were converted into common shares of the buyer which were
then sold in a secondary public offering resulting in net proceeds to the
Corporation of approximately $3,500,000. During the second quarter of
1994, the buyer completed the purchase of certain real estate it had been
leasing from the Corporation since 1992, resulting in cash proceeds of $3
million to the Corporation.
(3) CAPITAL STOCK
In April 1993, the Corporation distributed a three-for-two stock split
effected in the form of a 50% stock dividend, following the action of the
shareholders increasing the authorized shares of common stock from
30,000,000 shares to 75,000,000 shares. The par value of the additional
shares issued was capitalized by a transfer of $662,000 from retained
earnings to common stock. All per share of common stock amounts and
common stock data have been restated in the consolidated financial
statements and throughout the Annual Report to reflect the stock split.
The Corporation has been authorized by the Board of Directors to purchase
up to 1,000,000 shares of outstanding common stock in the open market. As
of December 31, 1994, no shares of the Corporation's stock had been
repurchased under this program.
Pursuant to the Shareholder Rights Plan, one common stock purchase right
is included with each outstanding share of common stock. When
exercisable, each right will entitle its holder to buy one-half of one
share of the Corporation's common stock at a price of $60 per share
(equivalent to $30 per one-half share), subject to adjustment. The rights
will become exercisable if a person or group acquires 20% or more of the
Corporation's common stock or announces a tender offer for 20% or more of
the common stock. Upon the occurrence of certain events, including a
person, or group, acquiring 20% or more of the Corporation's common stock,
each right entitles the holder to purchase, at the right's then-current
exercise price, common stock of the Corporation having a market value of
twice such exercise price. The rights may be redeemed by the Corporation
at a price of one cent per right at any time prior to the rights becoming
exercisable or prior to their expiration in November 2001.
(4) NOTES PAYABLE
The Corporation generally obtains short-term financing through the
issuance of commercial paper and unsecured notes to banks. At December
31, 1994, the Corporation had outstanding commercial paper and unsecured
notes aggregating $44,351,000 and $11,650,000, respectively. At January
1, 1994, all of the Corporation's $20,800,000 of outstanding notes
payable consisted of commercial paper. The weighted-average interest
rates on borrowings outstanding at December 31, 1994 and January 1, 1994
were 6.19% and 3.43%, respectively. The average outstanding borrowings
during 1994 and 1993 were $26.0 million and $7.4 million, respectively.
The weighted-average interest rates on such borrowings during 1994 and
1993 were 4.89% and 3.32%, respectively.
At December 31, 1994, the Corporation had lines of credit available
totaling $ 5,200,000, none of which were in use. Compensating balances
approximating 2% are required to support these lines. Compensating
balances are not legally restricted as to withdrawal. In addition, the
Corporation has established lines of credit aggregating $45,000,000 which
support commercial paper borrowings.
(5) LONG-TERM DEBT
Long-term debt, including amounts payable within one year, consists of the
following:
Dollars in thousands
1994 1993
7.62% Promissory Note payable in semi-annual
installments of $1,190,000 from 1999
through 2009, interest payable quarterly $25,000 $ -
9.53% Promissory Note payable in annual
installments of $1,818,000 from 1995 through
2005, interest payable semi-annually 20,000 20,000
10.11% Promissory Note payable in annual
installments of $2,000,000 in 1995,
$2,500,000 from 1996 through 1998 and
$1,500,000 in 1999, interest payable
quarterly 11,000 13,000
8.58% Promissory Notes payable in annual
installments of $2,137,000 in 1995 and
$2,175,000 in 1996, interest payable quarterly 4,312 6,450
Notes Payable and Capital Lease Obligations,
generally fixed rates of interest,
6.5% to 10.0% due in installments
through 2001 6,205 3,074
Industrial Revenue Bonds:
Floating rates of interest, approximating
80% of the prime rate, due in installments
through 2015 7,050 7,200
Fixed rate of interest at 5.8% to 7.5%
due in installments through 2002 2,600 2,740
------- -------
76,167 52,464
Less current maturities 8,333 6,861
------- -------
Long-term debt $ 67,834 $45,603
======= =======
Maturities of long-term debt during the next five years are: 1995,
$8,333,000; 1996, $7,853,000; 1997, $5,518,000; 1998, $5,987,000; and
1999, $7,808,000. Industrial Revenue Bonds aggregating $2,950,000 are
secured by certain real estate and equipment.
The Promissory Note agreements contain various operating and financial
covenants. The more restrictive of these covenants require that working
capital be maintained at a minimum of $40,000,000, current assets be 150%
of current liabilities and consolidated tangible net worth be not less
than $125,000,000. Additional funded debt of up to 50% of the sum of
consolidated net worth and consolidated funded debt may be incurred
without prior consent of the noteholders.
The Corporation may incur short-term debt of up to 25% of consolidated net
worth at any time and is required to be free of all such obligations in
excess of 12.5% of consolidated net worth for 60 consecutive days each
year. The agreements also contain limitations on leases and ratable
security on certain types of liens.
One of the Promissory Note agreements contains covenants which restrict
the payment of dividends. As of December 31, 1994, $73,629,000 of
retained earnings was available for the payment of dividends under the
most restrictive of such covenants.
Based on the borrowing rates currently available to the Corporation for
bank loans with similar terms and average maturities, the fair value of
long-term debt as of December 31, 1994 including accrued interest of
$1,605,000 and current maturities, was $76,907,000.
(6) OPERATING LEASES
The Corporation leases a variety of assets used in its operations
including manufacturing facilities, warehouses, office space, office
equipment, automobiles and trucks. Annual rentals amounted to $5,261,000,
$3,199,000 and $3,093,000 in 1994, 1993 and 1992, respectively. Minimum
rental commitments for the years 1995 through 1999 aggregate $4,545,000,
$4,275,000, $3,824,000, $3,802,000 and $3,306,000; respectively, and
$13,008,000 thereafter.
(7) STOCK AND INCENTIVE PROGRAMS FOR MANAGEMENT EMPLOYEES
The Corporation has a Management Incentive Award Plan which provides for
the payment of cash awards or bonuses to officers and other key employees
with respect to any year in which the Corporation and its operating units
achieve specified objectives. Awards under the plan were $ 2,770,000 in
1994, $2,710,000 in 1993 and $2,280,000 in 1992.
In January 1991, the Corporation's Compensation Committee approved a Long-
term Incentive Plan which provides for payment of cash awards to key
officers and executives of the Corporation upon achievement of specified
objectives over three-year performance periods. Awards under the plan
were $530,000 for the 1991 to 1993 performance period and $ 609,000 for
the 1992 to 1994 performance period.
At December 31, 1994, the Corporation had options outstanding or available
for grant under several stock option plans - the 1991 Stock Option Plan,
the 1987 Incentive Stock Option Plan (1987 ISO Plan) and the 1987
Nonstatutory Stock Option Plan (1987 NSO Plan). Options may no longer be
granted under the 1987 plans. Under the plans, options to purchase common
stock are granted to officers and key employees at prices not less than
the fair market value of the common stock on the date of grant. None of
the options may be exercised more than five years after the date of grant.
The 1987 ISO Plan provides for a $100,000 annual exercise limitation and
the 1987 NSO Plan permits participants to use option shares for the
purpose of offsetting income tax liability incurred upon the exercise of
nonstatutory stock options. No options were granted under the 1987 ISO
Plan. The terms of the 1991 Plan allow for grants of either Incentive
Stock Options or Nonstatutory Stock Options and are similar to the
separate 1987 Plans. The 1991 Plan includes provisions which authorize
options to be granted to non-employee Directors and which authorize option
grants to contain "re-load" provisions entitling an employee to a further
option in the event the employee exercises an option by surrendering
previously acquired shares of the Corporation's common stock. At
December 31, 1994, no options containing re-load provisions have been
granted.
The following table summarizes activity under the stock plans:
Outstanding
Options Price Range
December 28, 1991 1,025,361 $11 3/8 - $20 1/8
Granted 306,300 22 1/2 - 24 7/8
Exercised (296,506) 11 3/8 - 20 1/8
Canceled or expired (26,700) 14 1/2 - 17
--------- ------------------
January 2, 1993 1,008,455 14 1/2 - 24 7/8
Granted 223,250 27 3/8 - 35 1/8
Exercised (179,347) 14 1/2 - 24 7/8
Canceled or expired (3,038) 14 1/2 - 17
--------- -----------------
January 1, 1994 1,049,320 14 1/2 - 35 1/8
Granted 281,300 31 - 36 1/2
Exercised (186,887) 14 1/2 - 32 7/8
Canceled or expired (29,413) 17 - 35 1/8
--------- -----------------
December 31, 1994 1,114,320 $14 1/2 - $36 1/4
========= =================
Of the options outstanding at December 31 ,1994, $549,924 were exercisable
at prices ranging from $14 1/2 to $36 1/4. The balance of the options
become exercisable at various times through 1997 at prices ranging from
$22 1/2 to $36 1/4. At December 31, 1994, 262,118 shares of the
Corporation's common stock were reserved for future option grants.
During 1994, 1993 and 1992; 29,153, 31,241 and 53,157 shares,
respectively, were submitted to the Corporation in partial payment for
stock option exercises. These shares were canceled by the Corporation.
(8) EMPLOYEE BENEFIT PLANS
Pension Plans - The Corporation and its unions have several pension plans
covering substantially all employees. The plans are non-contributory and
benefits are based on an employee's years of service and earnings. The
Corporation makes contributions to the qualified plans each year, at least
equal to the minimum required contributions as defined by the Employee
Retirement Income Security Act (ERISA) of 1974. A Non-qualified
Supplemental Retirement Plan is not funded.
Total pension expense, including multiemployer and union sponsored plans
for 1994, 1993 and 1992 was $5,204,000, $4,370,000 and $3,868,000
respectively. Net periodic pension cost for the Corporation-sponsored
qualified and supplemental plans was as follows:
<TABLE>
<CAPTION>
Dollars in thousands
Qualified Plans Supplemental Plan
1994 1993 1992 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Service cost-benefits
earned during the year $3,039 $2,598 $2,284 $200 $119 $106
Interest cost on projected
benefit obligation 4,022 3,669 3,320 249 184 169
Actual return on plan assets,
net of unrecognized
(losses) gains of ($4,564,000),
$2,671,000 and $409,000 in 1994,
1993 and 1992, respectively (3,773) (3,415) (3,100) - - -
Net amortization (427) (427) (427) 107 54 53
------- ------- ------- ---- ----- -----
Net pension expense $2,861 $2,425 $2,077 $556 $357 $328
======= ====== ======= ==== ===== =====
</TABLE>
Significant assumptions used in determining net pension expense for the
Corporation's plans are as follows:
<TABLE>
<CAPTION>
Qualified Plans Supplemental Plan
1994 1993 1992 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
Discount rate 7.5% 8.0% 8.0% 7.5% 8.0% 8.0%
Expected rate of increase
in compensation 5.0 5.0 5.0 5.0 5.0 5.0
Expected long-term rate
of return on plan assets 8.5 8.5 8.5 - - -
</TABLE>
All of the Corporation's plans, except the Supplemental Plan, have assets
in excess of the accumulated benefit obligation. Plan assets include
commingled funds, marketable equity securities and corporate and
government debt securities. The following table presents a reconciliation
of the funded status of the plans using assumed discount rates of 8.5% and
7.5% for 1994 and 1993, respectively:
Dollars in thousands
Qualified Plans Supplemental Plan
1994 1993 1994 1993
Projected benefit obligation:
Vested benefits $ 38,565 $ 40,027 $ 2,505 $ 2,066
Non-vested benefits 4,119 4,596 2 193
------- ------- ------- -------
Accumulated benefit
obligation 42,684 44,623 2,507 2,259
Effect of projected
future compensation
levels 8,910 10,173 842 347
------- ------- ------- -------
51,594 54,796 3,349 2,606
Plan assets at fair value (56,254) (56,943) - -
------- ------- ------- -------
Plan assets less than
(in excess of) projected
benefit obligation (4,660) (2,147) (3,349) (2,606)
Unrecognized net gain (loss) 5,054 1,744 (982) (632)
Adjustment required to
recognize minimum
liability - - 302 473
Unrecognized net asset
(obligation) being
amortized over 16
years 3,099 3,526 (162) (188)
------- -------- ------- -------
Accrued pension cost $ 3,493 $ 3,123 $ 2,507 $ 2,259
======= ======== ======= =======
Approximately 49% of the Corporation's non-salaried employees are covered
by multiemployer union sponsored, collectively bargained defined benefit
pension plans. Pension expense includes $1,787,000, $1,588,000 and
$1,463,000 in 1994, 1993 and 1992 respectively, attributable to the
multiemployer plans. These costs are determined in accordance with the
provisions of negotiated labor contacts.
Postretirement Health Care Costs - The Corporation and its subsidiaries
provide non-contractual limited health care benefits for certain retired
employees. Through 1992 the cost of retiree health care benefits was
recognized as expense when claims were paid. Effective in 1993, the
Corporation established a new postretirement health care program which
covers most of its non-union employees. The new program provides for
defined initial contributions by the Corporation toward the cost of
postretirement health care coverage. The balance of the cost is borne by
the retirees. The program provides that increases in the Corporation's
contribution toward coverage will not exceed 4% per year.
Effective January 3, 1993, the Corporation adopted Statement of Financial
Accounting Standard No. 106, "Employers' Accounting for Postretirement
Benefits Other than Pensions." In connection with the adoption of this
statement, the Corporation elected to amortize the accumulated
postretirement benefit obligation (transition obligation), aggregating
$5,088,000 as of January 3, 1993, over a 20-year period.
The following table sets forth the plan's status at December 31,1994:
Dollars in thousands
1994 1993
Accumulated postretirement
benefit obligation:
Retirees $2,477 $2,115
Other active plan participants 3,001 3,452
Fully eligible active plan
participants 439 586
------- -------
5,917 6,153
Unrecognized transition obligation (4,582) (4,837)
Unrecognized net gain (loss) 563 (415)
------- -------
Accrued postretirement benefit cost $ 1,898 $ 901
======= =======
The net periodic postretirement benefit cost for 1994 and 1993 included
the following components:
Dollars in thousands
1994 1993
Service cost - benefits attributed
to service during the year $ 468 $ 385
Interest cost on accumulated
postretirement benefit obligation 456 400
Amortization of transition obligation 254 254
------- -------
Net periodic postretirement
benefit cost $ 1,178 $ 1,039
======= =======
The amount charged to expense under the previous method of accounting for
postretirement health care was $243,000 in 1992.
The discount rate used in determining the accumulated postretirement
benefit obligation was 8.5% and 7.5% at December 31, 1994 and January 1,
1994, respectively. Due to the terms of the Corporation's postretirement
health care program, assumed health care cost rate trends do not affect
the Corporation's costs.
Other Benefits - The Corporation has established an Incentive Savings Plan
(401K) for substantially all of its non-bargained employees. Employee
contributions are partially matched by the Corporation in accordance with
criteria set forth in the plan. Matching contributions charged to
earnings for 1994, 1993 and 1992 were $1,467,000, $1,311,000 and
$1,116,000 respectively.
(9) CONTINGENCIES
The Corporation is involved in various claims, including those related to
environmental matters, and lawsuits arising in the normal course of
business. In the opinion of management, the ultimate liability, if any,
for these claims and lawsuits beyond any reserves already provided, will
not have a material adverse effect on the consolidated statements of
earnings of the Corporation.
(10) INCOME TAXES
The provision for federal and state income taxes consists of the
following:
Dollars in thousands
1994 1993 1992
Current
Federal $24,603 $21,313 $18,405
State 5,066 4,720 4,590
------ ------ ------
29,669 26,033 22,995
Tax impact of option exercises 1,372 1,188 888
Deferred 459 479 (1,083)
------ ------ -------
Provision for income taxes $31,500 $27,700 $22,800
====== ====== =======
Below is a reconciliation of the statutory federal income tax rate and the
effective income tax rate:
Dollars in thousands
1994 1993 1992
Statutory federal tax rate 35.0% 35.0% 34.0%
State and local income taxes,
less applicable federal tax
benefit 4.4 4.5 5.2
Adjustment to deferred taxes
resulting from federal tax
rate increase - .3 -
Other, Net .6 .5 (.2)
Effective income tax rate 40.0% 40.3% 39.0%
The components of the net deferred tax liability as of December 31, 1994
and January 1, 1994 were as follows:
Dollars in thousands
1994 1993
Deferred tax liabilities:
Accelerated depreciation and
capitalized interest $25,583 $ 23,140
Other 1,711 1,055
------- --------
Total deferred tax liabilities 27,294 24,195
------- --------
Deferred tax assets:
Accrued liabilities (9,024) (7,592)
Accrued pension cost (2,424) (2,048)
Deferred compensation (2,038) (1,831)
Reserve for uncollectible accounts (1,766) (1,237)
Other (884) (944)
------- ---------
Total deferred tax assets (16,136) (13,652)
------- ---------
Net deferred tax liability $ 11,158 $ 10,543
======= =========
The net deferred tax liability is classified in the December 31, 1994 and
January 1, 1994 balance sheets as follows:
Dollars in thousands
1994 1993
Non-current deferred income taxes $19,218 $ 18,257
Current deferred income taxes (8,060) (7,714)
------- --------
Net deferred tax liability $ 11,158 $ 10,543
======= ========
<PAGE>
[Page 33 of the Annual Report]
Report of Independent Public Accountants
TO THE SHAREHOLDERS OF BANTA CORPORATION:
We have audited the accompanying consolidated balance sheets of BANTA
CORPORATION (a Wisconsin corporation) and subsidiaries as of December 31,
1994 and January 1, 1994, and the related consolidated statements of
earnings, shareholders' investment and cash flows for each of the fiscal
years in the three-year period ended December 31, 1994. These financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements
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 position of Banta Corporation and
subsidiaries as of December 31, 1994 and January 1, 1994, and the results
of their operations and their cash flows for each of the fiscal years in
the three-year priod ended December 31, 1994, in conformity with generally
accepted accounting principles.
Arthur Andersen LLP
Milwaukee, Wisconsin,
January 30, 1995.
Responsibility for Financial Statements
The Consolidated Financial Statements and other financial references
appearing in this Annual Report were prepared by management in conformity
with generally accepted accounting principles appropriate for the
circumstances. Where acceptable alternative accounting principles exist,
as described in Note 1 of the Notes to the Consolidated Financial
Statements, management uses its best judgment in selecting those
principles that reflect fairly the financial position and results of
operations of the Corporation. The accounting records and systems of
internal control are designed to reflect the transactions of the
Corporation in accordance with established policies and procedures.
Financial and operational reviews are undertaken by management to provide
assurance that the books and records properly reflect transactions
authorized by the Corporation.
The Consolidated Financial Statements appearing in this Annual Report have
been audited by Arthur Andersen LLP. Their audits were made in accordance
with generally accepted auditing standards and provide an independent
review of those management responsibilities that relate to the preparation
of this Annual Report.
The Audit Committee of the Board of Directors, comprised of directors who
are not officers or employees, reviews the financial and accounting
reports of the Corporation, including a review and discussion of the
principles and procedures used by management in preparation of the
financial statements. The independent auditors have full and free access
to the Audit Committee and meet with it to review the results of the audit
engagement, the preparation of the Annual Report and to discuss auditing
and financial reporting matters.
<PAGE>
[Page 34 of the Annual Report]
Unaudited Quarterly Financial Information
The following table presents financial information by quarter for the
years 1994 and 1993.
<TABLE>
<CAPTION>
Dollars in thousands (except per share data)
Quarter Ended Quarter Ended Quarter Ended Quarter Ended
March June September December
1994 1993 1994 1993 1994 1993 1994 1993
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $187,464 $162,027 $185,831 $165,928 $207,735 $184,379 $230,300 $178,910
Gross earnings 41,064 36,207 46,066 40,567 47,595 42,650 51,536 41,074
Net earnings 9,565 8,272 11,957 10,478 13,310 11,564 12,396 10,678
Net earnings per
share of common
stock .47 .41 .59 .52 .66 .57 .61 .53
</TABLE>
Dividend Record and Market Prices
Per Share of Common Stock
First Second Third Fourth Entire
Quarter Quarter Quarter Quarter Year
1994 dividends
paid $ .13 $ .13 $ .13 $ .13 $ .52
Price range:
High $ 38 1/2 $ 36 1/2 $ 35 $ 34 $ 38 1/2
Low 33 1/4 31 3/4 31 1/4 27 27
1993 dividends
paid $ .11 $ .12 $ .12 $ .12 $ .47
Price range:
High $ 31 3/8 $ 32 1/4 $ 34 $ 37 $ 37
Low 26 5/8 26 5/8 29 1/4 31 1/2 26 5/8
Banta Corporation is included in the NASDAQ National Market List and the
symbol is BNTA. The stock prices listed above are the high and low
trades.
EXHIBIT 21
SUBSIDAIRIES OF BANTA CORPORATION
STATE OF INCORPORATION
LIST OF SUBSIDIARIES OR ORGANIZATION
Banta Direct Marketing, Inc. Minnesota
Banta Security Printing, Inc. Wisconsin
Banta Software Services International, Inc. Minnesota
Banta Ventures, Inc. Wisconsin
Danbury Printing & Litho, Inc. Minnesota
Dimensional Neon, Inc. Wisconsin
The DI Group, Inc. Massachusetts
KCS Industries Inc. Wisconsin
KnowledgeSet Corporation California
Ling Products, Inc. Wisconsin
One Pass, Inc. Delaware
One Pass Network, Inc. California
United Graphics Inc. Washington
Wrapper, Inc. Wisconsin
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our reports, included and incorporated by reference in this Form 10-K,
into Banta Corporation's previously filed Form S-8 Registration Statements
Nos. 33-13584, 33-40036 and 33-54576 and Form S-3 Registration Statement
No. 33-55829.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
March 23, 1995.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF BANTA CORPORATION AS OF AND FOR THE TWELVE MONTHS
ENDED DECEMBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 370
<SECURITIES> 0
<RECEIVABLES> 169,613
<ALLOWANCES> 0
<INVENTORY> 67,797
<CURRENT-ASSETS> 248,424
<PP&E> 523,735
<DEPRECIATION> 230,073
<TOTAL-ASSETS> 577,763
<CURRENT-LIABILITIES> 147,002
<BONDS> 67,834
<COMMON> 2,013
0
0
<OTHER-SE> 329,574
<TOTAL-LIABILITY-AND-EQUITY> 577,763
<SALES> 811,330
<TOTAL-REVENUES> 811,330
<CGS> 625,049
<TOTAL-COSTS> 625,049
<OTHER-EXPENSES> 102,923
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,902
<INCOME-PRETAX> 78,728
<INCOME-TAX> 31,500
<INCOME-CONTINUING> 47,228
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,228
<EPS-PRIMARY> 2.33
<EPS-DILUTED> 2.33
</TABLE>
