UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 7, 1997 $783,350,239.
Number of shares of common stock outstanding March 7, 1997: 30,119,293.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Shareholders for year ended December 28, 1996
(incorporated into Parts I and II).
(2) Definitive Proxy Statement for annual meeting of shareholders to
be held on April 22, 1997 (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 6,100 employees at
the end of fiscal 1996.
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 project management services for
publishers);turnkey (project management, manufacturing, packaging and
distribution); magazines; and other (digital imaging services, production
of point-of-purchase displays and security products). At the end of fiscal
1996, the Corporation's operations were conducted at 29 production
facilities in the United States located in Wisconsin, Minnesota,
California, Connecticut, Illinois, Massachusetts, Missouri, North
Carolina, Utah, Virginia and Washington and at six European production
facilities located in Ireland, Scotland and The Netherlands.
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.
1996 1995 1994
Commercial 44% 47% 46%
Books 22 26 28
Turnkey 17 8 4
Magazines 11 11 12
Other 6 8 10
---- ---- ----
TOTAL 100% 100% 100%
==== ==== ====
During 1996, the Corporation acquired Packaging Fulfillment
Specialists, Inc. which provides fulfillment services to publishers and is
included in the book market classification. The purchase price consisted
of 236,337 shares of the Corporation's common stock.
In October 1995, the Corporation acquired B.G. Turnkey Services
Limited (B.G. Turnkey). B.G. Turnkey, which is included in the newly
formed Banta Global Turnkey Group and is included in the turnkey market
classification, reported sales for 1994 of approximately $160 million.
The purchase price consisted of 355,142 shares (as adjusted for the 1996
stock split) of the Corporation's common stock and approximately $21
million of the Corporation's debentures which were called and prepaid in
December 1995. The Corporation also paid $3.2 million to former
shareholders of B.G. Turnkey in exchange for a covenant not to compete.
During 1995, the Corporation purchased Applied Technology Corporation,
which serves the single-use healthcare market, and New Frontiers
Information Corporation, which provides customers with online solutions
for distributing catalogs and direct marketing materials via the
Internet's World Wide Web. The combined purchase price for these two
acquisitions was approximately $9.0 million.
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 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.
In March 1994, the Corporation purchased substantially all of the
assets of Danbury Printing & Litho, Inc. ("Danbury"). The purchase price
consisted of $16.3 million in cash plus the assumption of selected
liabilities. Danbury, which has been included in the commercial market
classification since the acquisition date, reported sales of approximately
$35 million in 1993.
In March 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share." The new
statement requires changes in the manner in which earnings per share are
calculated and is effective for fiscal years ending after December 15,
1997. The Standard does not allow early adoption. The Corporation
intends to adopt this standard during the fourth quarter of 1997. The
adoption of this standard is not expected to have a material effect on the
Corporation's earnings per share.
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. 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 28%, 25% and 23% of net sales
during 1996, 1995 and 1994, respectively. No customer accounted for more
than 10% of the Corporation's net sales in 1996, 1995 or 1994. 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, converting and other 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 operating units of the Corporation, including
computerized mail distribution planning systems which assist the
Corporation's customers in minimizing postage costs, are an integral part
of catalog printing services.
Printed materials for direct marketing customers are provided by three
operating 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. Over the past several years, the Corporation has invested in
imaging equipment which personalizes direct mail pieces at press speeds.
This capability is important to customers and the Corporation expects to
make additional investments in this important technology. The
Corporation's acquisition of Danbury in 1994 improved its ability to
provide direct marketing materials to customers in the Northeastern United
States.
The unprecedented paper price increases of 1994 and 1995 combined with
the 1995 postage rate increase had a significant impact on the buying
patterns of the Corporation's customers who produce catalogs and direct
mail. During 1996 many customers reduced print quantities and delayed
projects in an effort to regain profitability lost during 1995. These
reductions were most prevalent during the first six months of 1996, with
quantities increasing during the second half of the year as paper prices
declined (see Raw Materials section below).
One of the Corporation's subsidiaries, Banta Healthcare Products, Inc.
(BHP), provides printed products to the fast-food industry and converts
poly film and paper into single-use products for the food service industry
and healthcare industry. In addition, BHP extrudes films, using both cast
and blown extruders, for use in its manufacturing processes and for sale
to external customers. Its healthcare 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. The acquisition of Applied
Technology Corporation in 1995 expanded the healthcare product offerings
to include disposable thermometer sheaths and dental camera covers.
- 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 have 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 relating to other
softcover books including college texts, general books, and data manuals.
The Corporation has three operating units serving the computer equipment
and software industry's print manuals, all of which use offset printing
and high speed photocopying. The Corporation's acquisition of UGI in 1994
enhanced its ability to service software publishers in the Northwestern
United States. However, during the last several years print documentation
for computer software and hardware has been increasingly replaced by CD-
ROM and online documentation. The Corporation is actively pursuing other
markets for these three operations.
The Corporation's book units also produce multimedia products for
educational publishers and industry, professional and trade
associations. The Corporation's 1996 acquisition of Packaging Fulfillment
Specialists, Inc. strengthened its ability to provide these services to
its customers.
Other customers include publishers of trade books, calendars,
religious books, cookbooks and manuals.
- Turnkey
The Corporation's product offerings in its turnkey market
classification include project management, manufacturing, procurement,
packaging, assembly and worldwide distribution services for computer
software publishers, as well as manufacturers of computer hardware and
consumer electronics primarily in the United States and Europe. These
operating units also perform computer disk replication, product packaging
and distribution. The acquisition of B.G. Turnkey in 1995 significantly
increased the size and scope of the turnkey services provided by the
Corporation.
- Magazines
The Corporation's two plants serving the magazine market print, sort
and mail magazines representing more than 600 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. The Corporation
provides its customers with computerized mailing list and distribution
services.
- Other
Prepress services are provided by four 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 and digital files 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
telecommunication lines.
During the past several years, the Corporation has expanded its
service offerings to include CD-ROM production, CD Interactive programming
and developing interactive online products for the World Wide Web. These
services are primarily provided by three of the Corporation's subsidiaries
- KnowledgeSet Corporation, The DI Group, Inc. and New Frontiers
Information Corporation, which was acquired in 1995.
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 participates, through a joint venture in furnishing
postage stamps in booklet, coil and sheet format for the United States
Postal Service.
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 graphic arts industry has undergone a period of
consolidation for a number of years. This trend has resulted in the
emergence of several additional competitors which are larger than the
Corporation in size and product offerings. 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 and
especially in 1996, excess capacity in the printing industry has resulted
in lower unit prices. Despite the unit price reductions, the Corporation
has been able to remain competitive 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 book market, for instance,
activity is greater in the first half of the year, and in the catalog and
direct marketing materials markets, activity is greater in the second half
of the year. Computer software and hardware products are also typically in
greater demand during the second half of the year, although the release of
a new product by a major customer can increase activity on an "event"
basis at any time during 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.
In the fourth quarter of 1994 and throughout 1995, there was a
dramatic increase in paper prices and a tightening of availability, with
nearly all grades on allocation and delivery times extending up to six
weeks or more. During 1996, the price of paper fell dramatically such
that by the end of 1996 paper prices for the grades used most by the
Corporation stabilized at prices similar to those available at the
beginning of 1994. It is customary for printers to adjust sales prices to
reflect market fluctuations in paper prices. The average cost of paper to
the Corporation's customers was about 15% lower in 1996 than in 1995, 33%
higher in 1995 than in 1994 and 3% lower in 1994 than in 1993.
The Corporation uses a number of other raw materials including ink,
resins, packaging materials and subcontracted components. The cost of ink
decreased slightly in 1996. The cost of resin increased in 1996 but
remained slightly lower, on average than in 1995. The cost of packaging
materials declined in 1996, after increasing in 1995.
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 CD-ROM,
video tape, online and database 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, groundwater quality,
disposal of waste material and all aspects of the work environment
concerning employee health. Capital expenditures for air quality
equipment have approximated 1% to 3% 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 1997. 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 of
the U.S. Environmental Protection Agency 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.
Foreign Operations.
Footnote 10 to the Corporation's Consolidated Financial Statements in
the Corporation's Annual Report to Shareholders for the fiscal year ended
December 28, 1996 includes information on the Corporation's foreign
operations. The disclosures contained in such footnotes are hereby
incorporated herein by reference.
EXECUTIVE OFFICERS OF THE CORPORATION
Business Experience During Last Five
Name, Age, Position Years
Donald D. Belcher; 58; . . . . . Chairman of the Board of the
Chairman, President and Corporation since May 1995: President
Chief Executive Officer and Chief Executive Officer of the
Corporation since January 1995;
President and Chief Operating Officer
of the Corporation from September 1994
to January 1995; Senior Group Vice
President of Avery Dennison Corporation
(diversified manufacturing company)
from 1990 until joining the
Corporation.
Gerald A. Henseler; 56; . . . . . Executive Vice President and Chief
Executive Vice President Financial Officer of the Corporation
and Chief Financial Officer since 1992; Senior Vice President,
Chief Financial Officer and Treasurer
of the Corporation prior thereto.
Ronald D. Kneezel; 40; . . . . . Secretary, Vice President and General
Vice President, General Counsel Counsel of the Corporation.
and Secretary
Robert A. Kreider; 42; . . . . . Treasurer of the Corporation since
Treasurer and Corporate November 1992; Corporate Controller
Controller since July 1989; Assistant Treasurer
from April 1991 to October 1992.
Dennis J. Meyer; 41; . . . . . . Vice President of the Corporation
Vice President Marketing since January 1994; Vice President,
Quebecor Printing (manufacturer of
printed materials) from 1990 to
December 1993.
John E. Tiffany; 58; . . . . . . Vice President of the Corporation.
Vice President Manufacturing
Henry M. Wells, III, 52; . . . . Vice President of the Corporation.
Vice President Human Resources
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 1996, these owned facilities included
approximately 3,187,000 square feet of space utilized as follows: office
space 310,000, manufacturing 1,848,000 and warehouse 1,029,000. The
Corporation leases its headquarters office located in Menasha, Wisconsin.
The Corporation also leases production facilities in Wisconsin,
California, Illinois, Massachusetts, Minnesota, Utah and Washington, as
well as warehouse space in numerous locations. European production
facilities located in Ireland, Scotland and The Netherlands are also
leased. The total of all leased facilities contain approximately 1,869,000
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
$2,370,000 as of December 28, 1996.
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.
Under long-term debt agreements to which the Corporation is a party,
payment of cash dividends is restricted. As of December 28, 1996,
approximately $111,085,000 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
Corporation's Annual Report to Shareholders for the fiscal year ended
December 28, 1996, 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 28, 1996, 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 28, 1996,
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 28, 1996 and December 30, 1995, and the related Consolidated
Statements of Earnings, Cash Flows and Shareholders' Investment for the
fiscal years ended December 28, 1996, December 30, 1995 and December 31,
1994 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 28, 1996, 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 28, 1996, 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 to be held on April 22, 1997, 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 "Committee
Report on Executive Compensation") contained in the Corporation's
definitive proxy statement for the annual meeting of shareholders to be
held on April 22, 1997, 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" contained in the
Corporation's definitive proxy statement for the annual meeting of
shareholders to be held on April 22, 1997, 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 caption "Board of Directors" and under the
subheading "Executive Compensation - Compensation Committee Interlocks and
Insider Participation" contained in the Corporation's definitive proxy
statement for the annual meeting of shareholders to be held on April 22,
1997, as filed with the Securities and Exchange Commission, is hereby
incorporated herein by reference in response to this Item.
PART IV
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 28, 1996 and December 30,
1995 20
For the fiscal years ended December
28, 1996, December 30, 1995, and
December 31, 1994:
Consolidated Statements of
Earnings 21
Consolidated Statements of
Cash Flows 22
Consolidated Statements of
Shareholders' Investment 23
Notes to Consolidated Financial
Statements 24-31
Report of Independent Public
Accountants 32
2. Financial Statement Schedule:
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) Amendment to Bylaws dated October 29, 1996
(c) Amendment to Bylaws dated December 10, 1996
(d) 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)
(j) Note Purchase and Medium-term Note Agreement Dated
November 2, 1995 (11)
[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) Amended and Restated Supplemental Retirement Plan for
Key Employees (12)
(b) Amendment to Amended and Restated Supplemental
Retirement Plan for Key Employees
(c) Management Incentive Award Plan (13)
(d) Amendment to Management Incentive Award Plan (14)
(e) Form of Agreement with Gerald A. Henseler (15)
(f) Form of Agreement with Ronald D. Kneezel (16)
(g) Form of Agreements with Robert A. Kreider, Dennis J.
Meyer and John E. Tiffany (17)
(h) Agreement with Donald D. Belcher (18)
(I) 1985 Deferred Compensation Plan for Key Employees, as
amended and restated (19)
(j) 1988 Deferred Compensation Plan for Key Employees, as
amended and restated (20)
(k) Basic Form of Deferred Compensation Agreements under
(pre-January 1994) 1985 and 1988 Deferred Compensation
Plans for Key Employees (21)
(l) Basic Form of Deferred Compensation under (post-
December 1993) 1988 Deferred Compensation plan for Key
Employees (22)
(m) Deferred Compensation Plan for Directors, as amended
(n) Revised Form of Indemnity Agreements with Directors and
Certain Officers (23)
(o) 1987 Incentive Stock Option Plan; 1987 Nonstatutory
Stock Option Plan (24)
(p) Amendment to 1987 Nonstatutory Stock Option Plan (25)
(q) Executive Trust Agreement (26)
(r) Amendment to Executive Trust Agreement (27)
(s) Long-term Incentive Plan, as amended
(t) 1991 Stock Option Plan, as amended
(u) Description of Supplemental Long-term Disability Plan
(28)
(v) Letter Agreement with Donald D. Belcher (29)
(w) Letter Agreement with Dennis J. Meyer (30)
(x) Agreement with Gerald A. Henseler (31)
(y) Banta Corporation 1995 Equity Incentive Plan, as
amended
(z) Banta Corporation Director Stock Grant Plan
13. Portions of Annual Report to Shareholders for fiscal year
ended December 28, 1996 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. 4(a) to Form 10-Q for the quarter ended September
30, 1995 is hereby incorporated herein by reference.
(12) Exhibit No. 10(a) to Form 10-K for the year ended December 30,
1995 is hereby incorporated herein by
reference.
(13) Exhibit No. 10(e) to Form 10-K for the year ended December 29,
1990 is hereby incorporated herein by reference.
(14) Exhibit No. 19(e) to Form 10-Q for the quarter ended April 3,
1993 is hereby incorporated herein by reference.
(15) Exhibit No. 10 to Form 10-K for the year ended January 1, 1983
is hereby incorporated herein by reference.
(16) Exhibit No. 10(k) to Form 10-K for the year ended December 31,
1988 is hereby incorporated herein by reference.
(17) Exhibit No. 10(g) to Form 10-K for the year ended December 28,
1991 is hereby incorporated herein by reference.
(18) Exhibit No. 10(b) to Form 10-Q for the quarter ended October 1,
1994 is hereby incorporated herein by reference.
(19) Exhibit No. 10(j) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(20) Exhibit No. 10(a) to Form 10-Q for the quarter ended April 2,
1994 is hereby incorporated herein by reference.
(21) Exhibit No. 10(l) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(22) Exhibit No. 10(b) to Form 10-Q for the quarter ended April 2,
1994 is hereby incorporated herein by reference.
(23) Exhibit No. 10(a) to Form 10-Q for the quarter ended March 28,
1992 is hereby incorporated herein by reference.
(24) Exhibit No. 6(a) to Form 10-Q for the quarter ended July 4, 1987
is hereby incorporated herein by reference.
(25) Exhibit No. 19(a) to Form 10-Q for the quarter ended October 3,
1987 is hereby incorporated herein by reference.
(26) Exhibit No. 10(r) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(27) Exhibit No. 10(s) to Form 10-K for the year ended January 1,
1994 is hereby incorporated herein by reference.
(28) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 2,
1993 is hereby incorporated herein by reference.
(29) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 1,
1994 is hereby incorporated herein by reference.
(30) Exhibit No. 10(bb) to Form 10-K for the year ended December 31,
1994 is hereby incorporated herein by reference.
(31) Exhibit No. 10(dd) to Form 10-K for the year ended December 31,
1994 is hereby incorporated herein by reference.
* Exhibits 10(a) through 10(z) are management contracts or compensatory
plans or arrangements.
All documents incorporated herein by reference are filed with the
Commission under File No. 0-6187.
(b) Reports on Form 8-K. No Current Reports on Form 8-K were
filed by the Corporation during the quarter ended December
28, 1996.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with generally accepted auditing 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 27, 1997. 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) (2) 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 27, 1997.
<PAGE>
BANTA CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED December 28, 1996, December 30, 1995, and December 31, 1994
DOLLARS IN THOUSANDS
BALANCE, ADDITIONS CHARGES
BEGINNING CHARGED TO TO RESERVE, BALANCE, END
OF YEAR EARNINGS NET OTHER OF YEAR
Reserve for
Doubtful
Receivables:
1996 $ 3,414 $ 889 $ 817 $ 0 $ 3,486
====== ====== ====== ====== ======
1995 $ 3,984 $ 861 $ 1,431 $ 0 $ 3,414
====== ====== ====== ====== ======
1994 $ 2,943 $ 1,565 $ 524 $ 0 $ 3,984
====== ====== ====== ====== ======
<PAGE>
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 24, 1997 BY: /s/ DONALD D. BELCHER
Donald D. Belcher, 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/ DONALD D. BELCHER March 24, 1997
Donald D. Belcher, Chairman, President and
Chief Executive Officer
/s/ GERALD A. HENSELER March 24, 1997
Gerald A. Henseler, Executive Vice
President, Chief Financial Officer, and Director
/s/ ROBERT A. KREIDER March 24, 1997
Robert A. Kreider, Treasurer
/s/ BERNARD S. KUBALE March 24, 1997
Bernard S. Kubale, Director
/s/ DONALD TAYLOR March 24, 1997
Donald Taylor, Director
/s/ JAMESON A. BAXTER March 24, 1997
Jameson A. Baxter, Director
/s/ GEORGE T. BROPHY March 24, 1997
George T. Brophy, Director
<PAGE>
Form 10-K, Year Ended December 28, 1996
EXHIBIT INDEX
Exhibit Number
Numbering System
3.(b) Amendment to Bylaws dated October 29, 1996
3.(c) Amendment to Bylaws dated December 10, 1996
3.(d) Bylaws, as amended
10.(b) Amendment to Amended and Restated Supplemental
Retirement Plan for Key Employees
10.(m) Deferred Compensation Plan for Directors,
as amended
10.(s) Long-term Incentive Plan, as amended
10.(t) 1991 Stock Option Plan, as amended
10.(y) Banta Corporation 1995 Equity Incentive Plan, as
amended
10.(z) Banta Corporation Director Stock Grant Plan
13. Annual Report to Shareholders for the fiscal
year ended December 28, 1996
21. List of Subsidiaries
23. Consent of Arthur Andersen LLP
27. Financial Data Schedule [EDGAR version only]
Banta Corporation
Amendment to By-laws
The following resolution was adopted by the Board of Directors
on October 29, 1996:
RESOLVED, that Article III, Section 3.01 of the By-Laws of the
Corporation is hereby amended to decrease the number of authorized
directors to ten (10).
Banta Corporation
Amendment to By-laws
On December 10, 1996, Section 3.02 of the By-laws was amended in
its entirety to provide as follows:
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. A director shall retire no
later than the end of the term in which occurs the earlier of the
director's attainment of age seventy (70) or the completion of
fifteen (15) years of service as a non-employee director; provided,
however, that the fifteen (15) year limitation shall be inapplicable
to any director who had completed at least fifteen (15) years as a
non-employee director as of January 1, 1995. As used herein, a "non-
employee director" shall mean a director who is not an employee of
the corporation or any of its subsidiaries.
12/10/96
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 ten (10).
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. A director shall retire no later than
the end of the term in which occurs the earlier of the director's
attainment of age seventy (70) or the completion of fifteen (15) years of
service as a non-employee director; provided, however, that the fifteen
(15) year limitation shall be inapplicable to any director who had
completed at least fifteen (15) years as a non-employee director as of
January 1, 1995. As used herein, a "non-employee director" shall mean a
director who is not an employee of the corporation or any of its
subsidiaries.
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.
Amendment to Banta Corporation Supplemental
Retirement Plan for Key Employees
1. The second sentence of section 3 of the SERP is amended to
read as follows:
The term "Committee" shall mean the Compensation Committee
of the Board of Directors of the Corporation.
2. The third sentence of section 3 of the SERP is amended to
read as follows:
Notwithstanding the foregoing, for purposes of this
Supplemental Plan, "Compensation" and "Average Monthly
Compensation" shall be:
(i) deemed to include any non-deferred bonuses paid
after December 31, 1996 under the Banta
Corporation Management Incentive Award Plan, the
Banta Corporation Long Term Incentive Plan, or
any successor to any such plan;
(ii) deemed to include any amounts not otherwise
included therein or taken into account in the
calculation thereof which the Eligible Employee
would have received for such period but for his
election to defer such amount pursuant to the
Banta Corporation 1985 Deferred Compensation
Plan, the Banta Corporation 1988 Deferred
Compensation Plan, after December 31, 1996 the
bonus plans identified in (i) above, or any
successor to any such plan; and
(iii) calculated without regard to the limitations
imposed by Section 401(a)(17) of the
Internal Revenue Code of 1986 on the amount
of compensation that may be taken into
account by plans qualifying under such
Section.
* * *
BANTA CORPORATION
DEFERRED COMPENSATION PLAN
FOR CERTAIN DIRECTORS
(As Amended Effective January 1, 1997)
1. PARTICIPANTS
Any director of Banta Corporation (the "Company"), other than a
director who is also a salaried officer or employee of the Company or
any of its subsidiaries, may elect to become a Participant under this
Plan by written notice to the Company.
2. DEFERRED COMPENSATION
Any Participant may defer all or any part of his compensation as a
director which is earned after the date of said election as he may
specify in said written notice to the Company, and such deferred
compensation shall be credited by the Company to a deferred
compensation account for such Participant at the time it would
otherwise be payable to him. Any Participant may increase, reduce or
suspend his election with respect to payments to be made in any
future calendar year by written notice to the Company, filed prior to
the beginning of such calendar year.
3. ACCOUNTS AND SUBACCOUNTS
The deferred compensation of each Participant will be credited to an
account on the Company's books in the name of such Participant, and
each Participant will be furnished annually with a statement of his
account. Such accounts shall serve solely as a device for
determining the amount of the deferred compensation to be paid to
Participants and shall not constitute or be treated as a trust fund
of any kind. Each account shall be composed of an interest
subaccount and a phantom stock subaccount. Principal additions to
the Participant's account pursuant to paragraph 2 shall be allocated
between the subaccounts as determined by the Participant. With
respect to the part of his compensation as a director which is
payable in cash, the Participant may elect either the interest
subaccount or the phantom stock subaccount. With respect to the part
of his compensation which is payable in Stock, the Participant may
only elect the phantom stock subaccount. Once allocated, balances in
one subaccount may not be transferred to the other subaccount.
4. INTEREST SUBACCOUNT
The interest subaccount of each Participant shall be credited with
interest annually, on March 15 of each year, until full payment to
him of his account. The rate of interest to be credited shall be
equal to the average prime rate of interest in effect at the Firstar
Bank of Milwaukee, Wisconsin, for the preceding calendar year,
computed by multiplying each prime rate of interest in effect at such
bank during such calendar year by the number of days such rate was so
in effect, and by dividing the total number so obtained by 365.
5. PHANTOM STOCK SUBACCOUNT
The phantom stock subaccount of each Participant shall be treated for
valuation purposes as if it were invested in the common stock of the
Company ("Stock"). Cash and stock dividends, stock splits, and other
events which affect the value of a share of Stock shall be reflected
in the Participant's subaccount. Notwithstanding the foregoing, in
no event shall the Participant have any Stock voting rights as a
result of his subaccount balance. Transactions in the subaccount
which have the effect of purchases or sales of Stock shall be
determined based on the last sale or closing price for Stock on such
market or exchange as the Stock is then traded (as reported by The
Wall Street Journal (Midwest Edition)) on the business day
immediately preceding the transaction (or if no trading occurred in
the Stock on that date, on the next preceding date on which the Stock
was traded). In the event a Participant elects to defer a portion of
his compensation which is payable in Stock, the number of shares of
Stock which the Participant would have otherwise received shall be
credited to his subaccount. In addition to the principal amounts
added pursuant to paragraphs 2 and 3 above, the phantom stock
subaccount shall include any amount determined by the Company and the
Participant resulting from the termination of the Banta Corporation
Outside Directors' Retirement Plan, based on the last sale or closing
price of the Stock on the last day on which the Stock was traded in
December 1996.
6. PAYMENTS
When a Participant shall cease to be a director of the Company, the
amount accumulated in such Participant's deferred compensation
account shall be paid as follows:
(a) With respect to the interest subaccount, the Company shall pay
to the Participant on the first business day following January 1
of each year following the date when he ceased to be a director
an amount equal to one-third of the amount accumulated in his
interest subaccount at the date he ceased to be a director, plus
any interest thereafter credited to such account under the
provisions of paragraph 4.
(b) With respect to the phantom stock subaccount, the Company shall
pay to the Participant in cash three installments, payable on
the first business day following January 1 of each of the first
three years following the date when he ceased to be a director.
Each installment shall be a percentage of the value of the
Participant's phantom stock subaccount determined as of the
business day prior to the distribution. The first installment
shall be one-third of the then-current value of the subaccount.
The second installment shall be one-half of the then-current
value of the subaccount. The third installment shall be the
full value of the remaining subaccount.
(c) Notwithstanding (a) and (b), the Company may, if its Board of
Directors shall by resolution so determine, pay the full
remaining balances in one lump sum at any time when the sum of
such balances is less than $20,000.
(d) If a Participant shall cease to be a director by reason of his
death or if he shall die after he shall be entitled to payment
hereunder but prior to receipt of all payments hereunder, all
amounts credited to his account shall be paid to such
beneficiary as such Participant shall have designated by an
instrument in writing filed with the Secretary of the Company,
or in the absence of such designation, to his personal
representative, in the same manner and at the same intervals as
such payments would have been made to such Participant had he
continued to live.
7. CONDITIONS
Until the Participant shall have received full payment hereunder, he
shall not (i) divulge at any time any confidential information,
technical or otherwise, obtained by him in his capacity as a
director, or (ii) take any steps to do anything which would damage or
reflect adversely on the reputation of the Company. Any Participant
who shall fail to comply with either of the foregoing conditions
shall forfeit all right to receive the balance remaining in his
account.
8. ASSIGNMENT
Neither the Participant, nor his beneficiary, nor his estate shall
have any right or power to transfer, assign, pledge, encumber,
anticipate or otherwise dispose of any rights or any distributions
payable hereunder.
9. PARTICIPANTS' RIGHTS UNSECURED
The right of any Participant to receive a payment hereunder shall be
an unsecured claim against the general assets of the Company, wholly
contingent upon the conditions set forth in paragraph 7.
10. AMENDMENTS OF THE PLAN
The Board of Directors of the Company may amend the Plan at any time,
without the consent of the Participants or their beneficiaries;
provided, however, that no amendment shall divest any Participant of
the right to receive the amounts then credited to his account
hereunder, subject only to the conditions described in paragraph 7.
11. TERMINATION OF PLAN
The Board of Directors of the Company may terminate the Plan at any
time. Upon termination of the Plan, payments in respect of credits
to Participants' deferred compensation accounts as of the date of
termination shall be made in the manner and at the time heretofore
prescribed or, if the Board of Directors so determines, in a lump
sum.
12. EXPENSES
Costs of administration of the Plan will be paid by the Company.
13. TAX WITHHOLDING
To the extent required by law, the Company shall be entitled to
withhold from any payments otherwise due hereunder all applicable
state and federal taxes.
BANTA CORPORATION
LONG TERM INCENTIVE PLAN
1. Purposes. The purposes of the Banta Corporation Long Term
Incentive Plan (the "Plan") are to attract and retain in the employ of the
Company and its subsidiaries persons who will contribute substantially to
the long term success of the Company, and to provide incentive to such
persons by rewarding them with additional compensation when significant
financial objectives related to the Company's strategic plan are achieved.
The Plan is designed to promote continuity of management and a long term
perspective by those who are primarily responsible for developing and
carrying out the long-range plans of the Company and securing its
continued growth and financial success.
2. Definitions. For purposes of the Plan the following terms
shall have the meaning set forth in this Section.
(a) "Base Salary" means the average annual amount paid to a
Participant as base compensation during the Performance Period (except as
provided in Sections 9 and 10), including any amount of base compensation
which would otherwise have been paid but which is deferred pursuant to a
written agreement between the Participant and the Company or pursuant to
any plan adopted by the Company providing for such deferral.
(b) "Committee" means the Compensation Committee of the Board
of Directors of the Company as from time to time constituted.
(c) "Participant" means any employee of the Company or a
Subsidiary, approved by the Committee, who is participating in the Plan.
(d) "Performance Period" means a period of three successive
calendar years during which performance is measured for purposes of the
Plan. The first Performance Period will include the calendar years 1991,
1992 and 1993.
(e) "Subsidiary" means any corporation in which the Company
owns 50% or more of the outstanding stock entitled to vote for directors.
3. Administration. The Plan is to be administered by the
Committee. The Committee will have complete authority, in its discretion,
to construe and interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to the Plan, and to make all other determinations
necessary for the administration of the Plan. Any determination made by
the Committee pursuant to this Section 3 or otherwise in accordance with
the provisions of the Plan will be conclusive.
4. Amendment and Termination. The Plan may be amended at any
time and from time to time in any respect by either the Committee or the
Board of Directors of the Company and the Committee or the Board of
Directors of the Company may waive, either generally or in particular
cases, the application of any provision of the Plan which would result in
the forfeiture or reduction of amounts otherwise payable. The Plan may be
terminated at any time by the Board of Directors of the Company but no
such termination shall be effective with respect to any Performance Period
which has been in effect for more than twelve months.
5. Employees Eligible. Participation in the Plan will be
limited to persons in salary grades 24 and above who are corporate or
corporate staff officers of the Company or are presidents of a Subsidiary
or division of the Company except as may be determined in individual cases
by the Committee. Prior to January 31 of each calendar year the Chief
Executive Officer of the Company will submit a list of employees eligible
for participation in the Plan during the Performance Period which will
begin with such calendar year. The Committee will review such list and
approve or disapprove the participation of eligible persons. The persons
whose participation is approved will be promptly notified of such
approval.
6. Determination of Goals and Awards. Prior to January 31 of
each calendar year the Chief Executive Officer of the Company will submit
to the Committee for approval recommended financial performance goals
applicable to each Participant or group of Participants for the
Performance Period beginning with such calendar year. Levels of
achievement will be identified for each goal, including minimum
achievement, target achievement and maximum achievement and all
Participants will be promptly notified of such levels. Once approved, the
goals for a Performance Period may not be changed unless the Committee, in
its discretion, determines that material unforeseen circumstances have
affected the fairness of the goals to such an extent that an upward or
downward adjustment is required. Participants affected by any such
adjustment will be promptly notified of the adjustment.
The amount of a Participant's award will range from 12.5% of
Base Salary at minimum achievement to 25% at target achievement and 37.5%
at maximum achievement in increments approved by the Committee in
connection with approval of the goals for the Performance Period.
7. Payment of Awards. Except for amounts deferred as provided
in Section 8, all awards will be paid to Participants in cash within 30
days after the date on which the consolidated financial statements of the
Company for the last calendar year in a Performance Period have been
reported upon and certified by the Company's independent certified public
accountants.
8. Deferred Payment. A Participant may elect in advance to
defer payment of all or any portion of the award otherwise payable to him
under the Plan for a Performance Period by giving written notice (in the
form specified by the Committee) to the Company providing for such
deferral not later than December 31 of the year preceding commencement of
the Performance Period; provided, however, that deferrals for the
Performance Period beginning in 1991 may be elected by furnishing such
notice to the Company not later than February 28, 1991. Any such deferral
election shall be irrevocable. All amounts so deferred will be credited,
as of the dates otherwise payable, to an account created on the Company's
books for the Participant. Amounts standing to a Participant's credit in
the account will be paid to the Participant or his designated beneficiary
or estate: (I) over a period of not more than fifteen years following
termination of the Participant's employment by reason of death, disability
or early or normal retirement (as permitted by the Company's retirement
plans); and (ii) over a period of not more than three years following
termination of a Participant's employment for any other reason, in either
case at such times and in such installments as are determined in the sole
discretion of the Committee. Until such time as all amounts in the
account are paid in full a credit in lieu of interest will be made to the
account on December 31 of each year (or on the date of the final
installment payment from the account, as the case may be) in an amount
equal to interest on the balance from time to time outstanding in the
account during such year at a rate equal to the average prime rate of
interest less one percentage point. For purposes of this section the
"average prime rate of interest" in effect during the preceding calendar
year will be computed by multiplying each prime rate of interest in effect
at the First Wisconsin National Bank of Milwaukee during such year by the
number of days each such rate was so in effect, and by dividing the total
number so obtained by the total number of days in the year.
9. Termination of Employment. In the event a Participant's
employment is terminated by reason of death, disability or normal or early
retirement (as permitted by the Company's retirement plans), the
Participant will be entitled to receive a partial award for any
Performance Period in which he was a Participant and during which he was
employed for at least 24 months (or such shorter period as shall be
determined by the Committee). The "Base Salary" of such a Participant
will be determined by dividing his total base compensation (including
amounts deferred as provided in Section 2(e)) while employed during the
Performance Period by the number of full months he was so employed and
multiplying the result by 12. The amount payable to the Participant will
be a portion of the award which would otherwise be payable determined by
multiplying such award by the fraction obtained by dividing the number of
full months the Participant was employed during the Performance Period by
36. In the event a Participant's employment is terminated during a
Performance Period for any reason other than death, disability or normal
or early retirement, the Participant will not be entitled to any award for
such Performance Period.
10. Change of Eligibility. With the approval of the Committee,
a person who is hired or first promoted to an eligible position during the
first two years of a Performance Period may be permitted to receive a
partial award for such Performance Period. The "Base Salary" of the
Participant and the amount of such partial award will be determined in the
same manner as provided in Section 9. If a Participant becomes ineligible
to participate in the Plan solely due to assignment to a different
position, then the Committee may, in its discretion, permit such
Participant to continue to participate in the Plan on such basis as the
Committee may determine.
11. Beneficiary. Upon being notified that he has been approved
for participation in the Plan, each Participant must file with the Company
a designation of a beneficiary to receive the payments to which he is
entitled under the Plan in the event of his death prior to receipt of all
of such payments. Any such designation may be revoked and a new
beneficiary may be designated at any time by the filing of written notice
of such revocation and designation with the Company. If a Participant
fails to make such a designation, or if the most recently designated
beneficiary predeceases the Participant, payments due under the Plan after
the Participant's death will be made to the Participant's estate.
12. Tax Withholding - Status of Payments. The Company may
deduct and withhold from any amounts otherwise payable to a Participant
such amount as may be required for the purpose of satisfying the Company's
obligation to withhold federal, state or local taxes. No right, benefit
or payment under the Plan will be subject to anticipation, sale,
assignment, pledge, encumbrances or charge, and any attempt to anticipate,
sell, assign, pledge, encumber or charge the same will be void. No right,
benefit or payment hereunder will in any manner be liable for or subject
to the debts, contracts, liabilities or torts of the person entitled to
such benefits. If any Participant or beneficiary hereunder should become
bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right or benefit or payment hereunder, then such
right, benefit or payment or any part thereof, will, in the sole
discretion of the Committee, cease and determine; and in such event, the
Company may hold or apply the same or any part thereof for the benefit of
the Participant or his beneficiary, his or her spouse, children or other
dependents, or any of them, in such manner and in such proportion as the
Committee deems proper. The account created for a Participant under the
Plan and amounts credited thereto will not constitute or be treated as a
trust fund of any kind. On the contrary, the Company will not be required
to set aside any amounts with respect thereto and all amounts at any time
credited to such account will be and remain the sole property of the
Company. A Participant will have no ownership rights of any nature with
respect to amounts credited to his account until such time as such amounts
are paid over and transferred to the Participant.
BANTA CORPORATION
1991 STOCK OPTION PLAN,
As Amended
1. Purpose. The purpose of the Banta Corporation 1991 Stock Option
Plan (the "Plan") is to promote the best interests of Banta Corporation
(the "Company") and its shareholders by providing key employees of the
Company and its subsidiaries and members of the Company's Board of
Directors who are not employees of the Company or its subsidiaries with an
opportunity to acquire a proprietary interest in the Company. It is
intended that the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company by those key
employees who are primarily responsible for shaping and carrying out the
long-range plans of the Company and securing the Company's continued
growth and financial success. In addition, by encouraging stock ownership
by non-employee directors, the Company seeks both to attract and retain on
its Board of Directors (the "Board") persons of exceptional competence and
to provide a further incentive to serve as a director of the Company.
It is intended that certain of the options issued pursuant to
the Plan will constitute incentive stock options within the meaning of
Section 422 of the Internal Revenue Code and successor provisions thereto
("Incentive Stock Options") and the remainder of the options issued under
the Plan will constitute nonstatutory stock options.
2. Administration. The Plan shall be administered by the Stock
Option Committee (the "Committee") of the Board. The Committee shall
consist of not less than two members of the Board who qualify as "non-
employee directors under Rule 16b-3" as defined in Section 13 hereof. A
majority of the members of the Committee shall constitute a quorum. All
determinations of the Committee shall be made by at least a majority of
its members. Any decision or determination reduced to writing and signed
by all of the members of the Committee shall be fully as effective as if
it had been made by a unanimous vote at a meeting duly called and held.
In accordance with the provisions of the Plan, the Committee shall
select the key employees to whom options shall be granted; shall determine
the number of shares to be embraced in each option, the time at which the
option is to be granted, the type of option, the option period, the option
price and the manner in which options become exercisable; and shall
establish such other provisions of the option agreements as the Committee
may deem necessary or desirable. Grants of options to non-employee
directors, all of which options shall be nonstatutory stock options, shall
be automatic and the amount and the terms of such awards shall be
determined in accordance with Section 5 hereof.
The Committee may adopt such rules and regulations for carrying out
the Plan as it may deem proper and in the best interests of the Company.
The interpretation of any provision of the Plan by the Committee and any
determination on the matters referred to in this Section 2 shall be final.
3. Shares Subject to the Plan. The shares to be subject to options
under the Plan shall be shares of the Company's Common Stock, $.10 par
value ("Stock"). The total number of shares of Stock which may be
purchased pursuant to options granted under the Plan shall not exceed an
aggregate of 800,000 shares, subject to adjustment as provided in Section
8 hereof. In the event that an option granted under the Plan expires, is
cancelled or terminates unexercised as to any shares of Stock covered
thereby, such shares shall thereafter be available for the granting of
additional options under the Plan.
4. Grants to Key Employees.
(a) Eligibility. Any key employee ("Employee") of the Company
or its present and future subsidiaries, as defined in Section 424(f)
of the Internal Revenue Code ("Subsidiaries"), including any such
Employee who is also an officer or director of the Company, whose
judgment, initiative and efforts contribute materially to the
successful performance of the Company shall be eligible to receive
options under the Plan.
(b) Option Price. The option price per share of Stock shall be
fixed by the Committee, but shall not be less than 100% of the fair
market value of a share of Stock on the date the option is granted.
Unless otherwise determined by the Committee, the "fair market value"
of a share of Stock on the date of grant shall be the last sale price
for shares of Stock in the NASDAQ National Market System on the
trading date next preceding the date on which the option is granted,
as reported in The Wall Street Journal (Midwest Edition); provided,
however, that if the principal market for the Stock is then a
national securities exchange, the "fair market value" shall be the
closing price for shares of Stock on the principal securities
exchange on which the Stock is traded on the trading date next
preceding the date of grant, or, in either case above, if no trading
occurred on the trading date next preceding the date of grant, then
the option price per share shall be determined with reference to the
next preceding date on which the Stock is traded.
(c) Grant of Options. Subject to the terms and conditions of
the Plan, the Committee may, from time to time, grant to Employees
options to purchase such number of shares of Stock and on such terms
and conditions as the Committee may determine; provided, however,
that any option granted to an Employee who is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, as
amended, on the date of the grant shall not become exercisable
(except as otherwise contemplated by Section 4(g) hereof or as
otherwise specifically set forth in the option agreement) until at
least six months elapse from the date of grant. More than one option
may be granted to the same Employee. The date on which an option is
granted shall be the date the Committee approves the granting of the
option or, if the Committee so specifies, such later date as the
Committee may determine. Options granted to Employees may be either
Incentive Stock Options or nonstatutory stock options as determined
by the Committee.
Without in any way limiting the authority of the Committee to
make grants of options to Employees hereunder, and in order to induce
Employees to retain ownership of shares of Stock, the Committee shall
have the authority (but not an obligation) to include within any
option agreement a provision entitling an Employee to a further
option (a "Re-load Option") in the event the Employee exercises an
option under the Plan, in whole or in part, by surrendering
previously acquired shares of Stock (as defined below). Any such Re-
load Option shall be for a number of shares equal to the number of
shares surrendered, shall only become exercisable on the terms
specified by the Committee in the event the shares acquired upon such
exercise are held for a minimum period of time as prescribed by the
Committee, and shall be subject to such other terms and conditions as
the Committee may determine.
(d) Option Period. The Committee shall determine the
expiration date of each option, but such expiration date shall be not
later than five years after the date such option is granted.
(e) Maximum Per Participant. The aggregate fair market value
(determined as of the date the option is granted) of the Stock with
respect to which any Incentive Stock Options are exercisable for the
first time by an Employee during any calendar year under the Plan or
any other plan of the Company or any parent corporation or Subsidiary
shall not exceed $100,000.
(f) Exercise of Options. An option may be exercised, subject
to its terms and conditions and the terms and conditions of the Plan,
in full at any time or in part from time to time by delivery to the
Secretary of the Company at the Company's principal office in
Menasha, Wisconsin, of a written notice of exercise specifying the
number of shares with respect to which the option is being exercised.
Any notice of exercise shall be accompanied by full payment of the
option price of the shares being purchased (i) in cash or its
equivalent; (ii) with the consent of the Committee (as set forth in
the option agreement or otherwise), by tendering previously acquired
shares of Stock (valued at their fair market value as of the date of
exercise, as determined by the Committee consistent with the method
of valuation set forth in Section 4(b) above); or (iii) with the
consent of the Committee (as set forth in the option agreement or
otherwise), by any combination of the means of payment set forth in
subparagraphs (i) and (ii). For purposes of this Section 4, the term
"previously acquired shares of Stock" shall only include Stock owned
by the Employee prior to the exercise of the option for which payment
is being made and shall not include shares of Stock which are being
acquired pursuant to the exercise of said option. No shares shall be
issued until full payment therefor has been made.
(g) Termination of Options. Except as hereinafter provided, an
option granted under the Plan to an Employee may be exercised only
while the recipient is an employee of the Company or its Subsidiaries
and only if he has been continuously so employed since the date the
option was granted. Subject to the terms of any option agreement, in
the event an Employee ceases to be employed by the Company or a
Subsidiary by reason of death, disability or retirement after
reaching the age of 65, the option, to the extent not theretofore
exercised, may be exercised in full as follows: (i) by the legal
representative of the Employee at any time within six months after
the date of termination of employment due to death; or (ii) by the
Employee or his legal representative or guardian at any time within
three months after termination of the Employee's employment by reason
of retirement after reaching the age of 65 or disability, but in
either case no later than five years after the date of grant.
Subject to the terms of any option agreement, in the event the
Employee is discharged or leaves the employ of the Company and its
Subsidiaries for any reason other than death, disability or
retirement after reaching the age of 65, the option, to the extent
not theretofore exercised and then exercisable in accordance with its
terms, may be exercised by the Employee or his legal representative
or guardian at any time within three months after the date of
termination of employment, but in no event later than five years
after the date of grant.
5. Grants to Non-Employee Directors.
(a) Eligibility. Each member of the Board who is not an
employee of the Company or any of its Subsidiaries or any parent
corporation of the Company (a "Non-Employee Director") shall be
eligible to be granted nonstatutory stock options under the Plan. A
Non-Employee Director may hold more than one option, but only on the
terms and subject to any restrictions set forth in this Section 5.
(b) Option Price. The option price per share of Stock shall be
equal to 100% of the fair market value of such shares on the date the
option is granted. The "fair market value" of a share of Stock shall
be determined with reference to the reported market price of the
Stock in the manner set forth in Section 4(b) hereof.
(c) Grant of Options. Each person then serving as a Non-
Employee Director shall automatically be granted an option to
purchase 3,000 shares of Stock on the date following the date on
which shareholders of the Company approve the Plan. Any person who
is first elected as a Non-Employee Director after the date of
approval of the Plan by shareholders and prior to the date of the
1995 annual meeting of shareholders shall automatically on the date
of such election be granted an option to purchase 3,000 shares of
Stock.
(d) Exercisability and Termination of Options. Options granted
to Non-Employee Directors shall become exercisable six months
following the date of grant; provided, however, that if a Non-
Employee Director ceases to be a director of the Company by reason of
death, disability or retirement within six months after the date of
grant, the option shall become immediately exercisable in full.
Options granted to Non-Employee Directors shall terminate on the
earlier of:
(i) five years after the date of grant;
(ii) six months after the Non-Employee Director ceases
to be a director of the Company by reason of death; or
(iii) three months after the Non-Employee Director
ceases to be a director of the Company for any reason other than
death.
(e) Exercise of Options. An option may be exercised, subject
to its terms and conditions and the terms and conditions of the Plan,
in full at any time or in part from time to time by delivery to the
Secretary of the Company at the Company's principal office in
Menasha, Wisconsin, of a written notice of exercise specifying the
number of shares with respect to which the option is being exercised.
Any notice of exercise shall be accompanied by full payment of the
option price of the shares being purchased (i) in cash or its
equivalent; (ii) by tendering previously acquired shares of Stock
(valued at their fair market value as of the date of exercise, as
determined with reference to the reported market price in the manner
set forth in Section 4(b) above); or (iii) by any combination of the
means of payment set forth in subparagraphs (i) and (ii). For
purposes of subparagraphs (ii) and (iii) above, the term "previously
acquired shares of Stock" shall only include Stock owned by the Non-
Employee Director prior to the exercise of the option for which
payment is being made and shall not include shares of Stock which are
being acquired pursuant to the exercise of said option. No shares
shall be issued until full payment therefor has been made.
6. Nontransferability of Options. No option shall be transferable
by an optionee other than by will or the laws of descent and distribution.
Options under the Plan may be exercised during the life of the optionee
only by the optionee or his guardian or legal representative.
7. Powers of the Company Not Affected. The existence of the Plan
or any options granted under the Plan shall not affect in any way the
right or power of the Company or its shareholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issuance of bonds, debentures,
preferred, or prior preference stock ahead of or affecting the Stock or
the rights thereof, or any dissolution or liquidation of the Company, or
any sale or transfer of all or any part of the Company's assets or
business or any other corporate act or proceeding, whether of a similar
character or otherwise.
8. Capital Adjustments Affecting Stock. In the event of a capital
adjustment resulting from a stock dividend (other than a stock dividend in
lieu of an ordinary cash dividend), stock split, reorganization, spin-off,
split-up or distribution of assets to shareholders, recapitalization,
merger, consolidation, combination or exchange of shares or the like, the
number of shares of Stock subject to the Plan and the number of shares
under option in outstanding option agreements shall be adjusted in a
manner consistent with such capital adjustment; provided, however, that no
such adjustment shall require the Company to sell any fractional shares
and the adjustment shall be limited accordingly. The price of any shares
under option shall be adjusted so that there will be no change in the
aggregate purchase price payable upon exercise of any such option. The
determination of the Committee as to any adjustment shall be final.
9. Corporate Mergers and Other Consolidations. The Committee may
also grant options having terms and provisions which vary from those
specified in the Plan provided that any options granted pursuant to this
Section 9 are granted in substitution for, or in connection with the
assumption of, existing options granted by another corporation and assumed
or otherwise agreed to be provided for by the Company pursuant to or by
reason of a transaction involving a corporate merger, consolidation,
acquisition or other combination or reorganization to which the Company is
a party.
10. Option Agreements. All options granted under the Plan shall be
evidenced by written agreements (which need not be identical) in such form
as the Committee shall determine. Each option agreement shall specify
whether the option granted thereunder is intended to constitute an
Incentive Stock Option or a nonstatutory stock option.
11. Rights as a Shareholder; Rights as an Employee or a Director.
An optionee shall have no rights as a shareholder with respect to shares
covered by an option until the date of issuance of stock certificates to
him and only after such shares are fully paid. Neither the Plan nor any
option granted hereunder shall confer upon any optionee the right to
continue as an employee or as a director of the Company.
12. Transfer Restrictions. Shares of Stock purchased under the Plan
and held by any person who is an officer or director of the Company, or
who directly or indirectly controls the Company, may not be sold or
otherwise disposed of except pursuant to an effective registration
statement under the Securities Act of 1933, as amended, or except in a
transaction which, in the opinion of counsel for the Company, is exempt
from registration under said Act. The Committee may waive the foregoing
restrictions in whole or in part in any particular case or cases or may
terminate such restrictions whenever the Committee determines that such
restrictions afford no substantial benefit to the Company.
13. Qualifications of Members of the Committee. A "non-employee
director under Rule 16b-3" for purposes of Section 2 of the Plan shall
mean a director who qualifies as a "non-employee director" as defined in
Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
14. Amendment of Plan. The Board shall have the right to amend the
Plan at any time and for any reason; provided, however, that the
provisions of Section 5 of the Plan shall not be amended more than once
every six months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income Security
Act of 1974, as amended, or the rules promulgated thereunder; and provided
further that shareholder approval of any amendment to the Plan shall also
be obtained; (a) if otherwise required by (i) the rules and/or regulations
promulgated under Section 16 of the Securities Exchange Act of 1934, as
amended (in order for the Plan to remain qualified under Rule 16b-3 or any
successor provisions under such Act), (ii) the Internal Revenue Code of
1986, as amended, or any rules promulgated thereunder (in order to allow
for Incentive Stock Options to be granted under the Plan) or (iii) the
quotation or listing requirements of NASDAQ or any principal securities
exchange or market on which the Stock is then traded (in order to maintain
the Stock's quotation or listing thereon); (b) if such amendment
materially modifies the eligibility requirements as provided in Sections
4(a) and 5(a) hereof; (c) if such amendment increases the total number of
shares of Stock, except as provided in Section 8 hereof, which may be
purchased pursuant to the exercise of options granted under the Plan; or
(d) if such amendment reduces the minimum option price per share at which
options may be granted as provided in Sections 4(b) and 5(b) hereof. Any
amendment of the Plan shall not, without the consent of the optionee,
alter or impair any of the rights or obligations under any option
previously granted to the optionee.
15. Termination of Plan. The Board shall have the right to suspend
or terminate the Plan at any time; provided, however, that no Incentive
Stock Options may be granted after the tenth anniversary of the effective
date of the Plan. Termination of the Plan shall not affect the rights of
optionees under options previously granted to them, and all unexpired
options shall continue in force and operation after termination of the
Plan except as they may lapse or be terminated by their own terms and
conditions.
16. Effective Date. The Plan shall become effective on the date of
adoption by the Board, subject to the approval of the Plan by the
shareholders of the Company within twelve months of the date of adoption
by the Board. All options granted prior to shareholder approval of the
Plan shall be subject to such approval and shall not be exercisable until
after such approval.
17. Tax Withholding. The Company may deduct and withhold from any
cash otherwise payable to the optionee (whether payable as salary, bonus
or other compensation) such amount as may be required for the purpose of
satisfying the Company's obligation to withhold Federal, state or local
taxes. Further, in the event the amount so withheld is insufficient for
such purpose, the Company may require that the optionee pay to the Company
upon its demand or otherwise make arrangements satisfactory to the Company
for payment of such amount as may be requested by the Company in order to
satisfy its obligations to withhold any such taxes.
With the consent of the Committee, an Employee may be permitted to
satisfy the Company's withholding tax requirements by electing to have the
Company withhold shares of Stock otherwise issuable to the Employee or to
deliver to the Company shares of Stock having a fair market value on the
date income is recognized pursuant to the exercise of an option equal to
the amount required to be withheld. The election shall be made in writing
and shall be made according to such rules and in such form as the
Committee may determine.
BANTA CORPORATION
1995 EQUITY INCENTIVE PLAN
As Amended
Section 1. Purpose
The purpose of the Banta Corporation 1995 Equity Incentive Plan
(the "Plan") is to promote the best interests of Banta Corporation
(together with any successor thereto, the "Company") and its shareholders
by providing key employees of the Company and its Affiliates (as defined
below) and members of the Company's Board of Directors who are not
employees of the Company or its Affiliates with an opportunity to acquire
a proprietary interest in the Company. It is intended that the Plan will
promote continuity of management and increased incentive and personal
interest in the welfare of the Company by those key employees who are
primarily responsible for shaping and carrying out the long-range plans of
the Company and securing the Company's continued growth and financial
success. In addition, by encouraging stock ownership by directors who are
not employees of the Company or its Affiliates, the Company seeks to
attract and retain on its Board of Directors persons of exceptional
competence and to provide a further incentive to serve as a director of
the Company.
Section 2. Definitions
As used in the Plan, the following terms shall have the
respective meanings set forth below:
(a) "Affiliate" shall mean any entity that, directly or through
one or more intermediaries, is controlled by, controls, or is under common
control with, the Company.
(b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock or Performance Share granted under the Plan.
(c) "Award Agreement" shall mean any written agreement,
contract, or other instrument or document evidencing any Award granted
under the Plan.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(e) "Commission" shall mean the United States Securities and
Exchange Commission or any successor agency.
(f) "Committee" shall mean a committee of the Board of
Directors of the Company designated by such Board to administer the Plan
and composed of not less than two directors, each of whom is a "non-
employee director for purposes of Section 16" within the meaning of Rule
16b-3 and each of whom is an "outside director" within the meaning of
Section 162(m)(4)(C) of the Code (or any successor provision thereto).
(g) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.
(h) "Excluded Items" shall mean any items which the Committee
determines shall be excluded in fixing Performance Goals, such as any
gains or losses from discontinued operations, any extraordinary gains or
losses and the effects of accounting changes.
(i) "Fair Market Value" shall mean, with respect to any
property (including, without limitation, any Shares or other securities),
the fair market value of such property determined by such methods or
procedures as shall be established from time to time by the Committee.
(j) "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code (or any successor provision thereto).
(k) "Key Employee" shall mean any officer or other key employee
of the Company or of any Affiliate who is responsible for or contributes
to the management, growth or profitability of the business of the Company
or any Affiliate as determined by the Committee.
(l) "Non-Employee Director" shall mean any member of the
Company's Board of Directors who is not an employee of the Company or of
any Affiliate.
(m) "Non-Qualified Stock Option" shall mean an option granted
under Section 6(a) of the Plan that is not intended to be an Incentive
Stock Option and shall mean any option granted to a Non-Employee Director
under Section 6(b) of the Plan.
(n) "Option" shall mean an Incentive Stock Option or a Non-
Qualified Stock Option.
(o) "Participating Key Employee" shall mean a Key Employee
designated to be granted an Award under the Plan.
(p) "Performance Goals" shall mean the following (in all cases
after excluding the impact of applicable Excluded Items):
(i) Return on equity for the Performance Period for the
Company on a consolidated basis.
(ii) Return on investment for the Performance Period (aa)
for the Company on a consolidated basis, (bb) for any one or more
Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at
the time of selection.
(iii) Return on net assets for the Performance Period
(aa) for the Company on a consolidated basis, (bb) for any one or
more Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at
the time of selection.
(iv) Economic value added (as defined by the Committee at
the time of selection) for the Performance Period (aa) for the
Company on a consolidated basis, (bb) for any one or more Affiliates
or divisions of the Company and/or (cc) for any other business unit
or units of the Company as defined by the Committee at the time of
selection.
(v) Earnings from operations for the Performance Period
(aa) for the Company on a consolidated basis, (bb) for any one or
more Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at
the time of selection.
(vi) Pre-tax profits for the Performance Period (aa) for
the Company on a consolidated basis, (bb) for any one or more
Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at
the time of selection.
(vii) Net earnings for the Performance Period (aa) for
the Company on a consolidated basis, (bb) for any one or more
Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at
the time of selection.
(viii) Net earnings per Share for the Performance Period
for the Company on a consolidated basis.
(ix) Working capital as a percent of net sales for the
Performance Period (aa) for the Company on a consolidated basis, (bb)
for any one or more Affiliates or divisions of the Company and/or
(cc) for any other business unit or units of the Company as defined
by the Committee at the time of selection.
(x) Net cash provided by operating activities for the
Performance Period (aa) for the Company on a consolidated basis, (bb)
for any one or more Affiliates or divisions of the Company and/or
(cc) for any other business unit or units of the Company as defined
by the Committee at the time of selection.
(xi) Market price per Share for the Performance Period.
(xii) Total shareholder return for the Performance
Period for the Company on a consolidated basis.
(q) "Performance Period" shall mean, in relation to Performance
Shares, any period for which a Performance Goal or Goals have been
established.
(r) "Performance Share" shall mean any right granted under
Section 6(e) of the Plan that will be paid out as a Share (which, in
specified circumstances, may be a Share of Restricted Stock).
(s) "Person" shall mean any individual, corporation,
partnership, association, joint-stock company, trust, unincorporated
organization, or government or political subdivision thereof.
(t) "Released Securities" shall mean Shares of Restricted Stock
with respect to which all applicable restrictions have expired, lapsed, or
been waived.
(u) "Restricted Securities" shall mean Awards of Restricted
Stock or other Awards under which issued and outstanding Shares are held
subject to certain restrictions.
(v) "Restricted Stock" shall mean any Share granted under
Section 6(d) of the Plan or, in specified circumstances, a Share paid in
connection with a Performance Share under Section 6(e) of the Plan.
(w) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the
Commission under the Exchange Act, or any successor rule or regulation
thereto.
(x) "Shares" shall mean shares of common stock of the Company,
$.10 par value, and such other securities or property as may become
subject to Awards pursuant to an adjustment made under Section 4(b) of the
Plan.
(y) "Stock Appreciation Right" shall mean any right granted
under Section 6(c) of the Plan.
Section 3. Administration
The Plan shall be administered by the Committee; provided,
however, that if at any time the Committee shall not be in existence, the
functions of the Committee as specified in the Plan shall be exercised by
a committee consisting of those members of the Board of Directors of the
Company who qualify as "non-employee directors for purposes of Section 16"
under Rule 16b-3 and as "outside directors" under Section 162(m)(4)(C) of
the Code (or any successor provision thereto). Subject to the terms of
the Plan and without limitation by reason of enumeration, the Committee
shall have full power and authority to: (i) designate Participating Key
Employees; (ii) determine the type or types of Awards to be granted to
each Participating Key Employee under the Plan; (iii) determine the number
of Shares to be covered by (or with respect to which payments, rights, or
other matters are to be calculated in connection with) Awards granted to
Participating Key Employees; (iv) determine the terms and conditions of
any Award granted to a Participating Key Employee; (v) determine whether,
to what extent, and under what circumstances Awards granted to
Participating Key Employees may be settled or exercised in cash, Shares,
other securities, other Awards, or other property, and the method or
methods by which Awards may be settled, exercised, cancelled, forfeited,
or suspended; (vi) determine whether, to what extent, and under what
circumstances cash, Shares, other Awards, and other amounts payable with
respect to an Award granted to Participating Key Employees under the Plan
shall be deferred either automatically or at the election of the holder
thereof or of the Committee; (vii) interpret and administer the Plan and
any instrument or agreement relating to, or Award made under, the Plan
(including, without limitation, any Award Agreement); (viii) establish,
amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the
Plan; and (ix) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the
Plan. Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect
to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time, and shall be final, conclusive, and
binding upon all Persons, including the Company, any Affiliate, any
Participating Key Employee, any Non-Employee Director, any holder or
beneficiary of any Award, any shareholder, and any employee of the Company
or of any Affiliate. Notwithstanding the foregoing, Awards to Non-
Employee Directors under the Plan shall be automatic and the amount and
terms of such Awards shall be determined as provided in Section 6(b) of
the Plan.
Section 4. Shares Available for Award
(a) Shares Available. Subject to adjustment as provided in
Section 4(b):
(i) Number of Shares Available. The number of Shares with
respect to which Awards may be granted under the Plan shall be
1,000,000. If, after the effective date of the Plan, any Shares
covered by an Award granted under the Plan, or to which any Award
relates, are forfeited or if an Award otherwise terminates, expires
or is cancelled prior to the delivery of all of the Shares or of
other consideration issuable or payable pursuant to such Award, then
the number of Shares counted against the number of Shares available
under the Plan in connection with the grant of such Award, to the
extent of any such forfeiture, termination, expiration or
cancellation, shall again be available for granting of additional
Awards under the Plan.
(ii) Limitations on Awards to Individual Participants. No
Participating Key Employee shall be granted Awards under the Plan
that could result in such Participating Key Employee exercising
Options for, or Stock Appreciation Rights with respect to, more than
150,000 Shares or receiving Awards relating to more than 50,000
Shares of Restricted Stock or more than 50,000 Performance Shares
under the Plan. Such number of Shares as specified in the preceding
sentence shall be subject to adjustment in accordance with the terms
of Section 4(b) hereof. In all cases, determinations under this
Section 4(a)(ii) shall be made in a manner that is consistent with
the exemption for performance-based compensation provided by Section
162(m) of the Code (or any successor provision thereto) and any
regulations promulgated thereunder.
(iii) Accounting for Awards. The number of Shares
covered by an Award under the Plan, or to which such Award relates,
shall be counted on the date of grant of such Award against the
number of Shares available for granting Awards under the Plan.
(iv) Sources of Shares Deliverable Under Awards. Any
Shares delivered pursuant to an Award may consist, in whole or in
part, of authorized and unissued Shares or of treasury Shares.
(b) Adjustments. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of
cash, Shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Shares or
other securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment
is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan, then the Committee may, in such manner
as it may deem equitable, adjust any or all of (i) the number and type of
Shares subject to the Plan and which thereafter may be made the subject of
Awards under the Plan, (ii) the number and type of Shares subject to
outstanding Awards, and (iii) the grant, purchase, or exercise price with
respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, however, in each
case, that with respect to Awards of Incentive Stock Options no such
adjustment shall be authorized to the extent that such authority would
cause the Plan to violate Section 422(b) of the Code (or any successor
provision thereto); and provided further that the number of Shares subject
to any Award payable or denominated in Shares shall always be a whole
number. Notwithstanding the foregoing, Non-Qualified Stock Options
subject to grant or previously granted to Non-Employee Directors under
Section 6(b) of the Plan at the time of any event described in the
preceding sentence shall be subject to only such adjustments as shall be
necessary to maintain the relative proportionate interest represented
thereby immediately prior to any such event and to preserve, without
exceeding, the value of such Options.
Section 5. Eligibility
Any Key Employee, including any executive officer or employee-
director of the Company or of any Affiliate, who is not a member of the
Committee shall be eligible to be designated a Participating Key Employee.
All Non-Employee Directors shall receive Awards of Non-Qualified Stock
Options as provided in Section 6(b).
Section 6. Awards
(a) Option Awards to Key Employees. The Committee is hereby
authorized to grant Options to Key Employees with the terms and conditions
as set forth below and with such additional terms and conditions, in
either case not inconsistent with the provisions of the Plan, as the
Committee shall determine.
(i) Exercise Price. The exercise price per Share of an
Option granted pursuant to this Section 6(a) shall be determined by
the Committee; provided, however, that such exercise price shall not
be less than 100% of the Fair Market Value of a Share on the date of
grant of such Option.
(ii) Option Term. The term of each Option shall be fixed
by the Committee; provided, however, that in no event shall the term
of any Incentive Stock Option exceed a period of ten years from the
date of its grant.
(iii) Exercisability and Method of Exercise. An Option
shall become exercisable in such manner and within such period or
periods and in such installments or otherwise as shall be determined
by the Committee. The Committee also shall determine the method or
methods by which, and the form or forms, including, without
limitation, cash, Shares, other securities, other Awards, or other
property, or any combination thereof, having a Fair Market Value on
the exercise date equal to the relevant exercise price, in which
payment of the exercise price with respect to any Option may be made
or deemed to have been made.
(iv) Incentive Stock Options. The terms of any Incentive
Stock Option granted under the Plan shall comply in all respects with
the provisions of Section 422 of the Code (or any successor provision
thereto) and any regulations promulgated thereunder. Notwithstanding
any provision in the Plan to the contrary, no Incentive Stock Option
may be granted hereunder after the tenth anniversary of the adoption
of the Plan by the Board of Directors of the Company.
(b) Non-Qualified Stock Option Awards to Non-Employee
Directors.
(i) Eligibility. Each Non-Employee Director shall
automatically be granted Non-Qualified Stock Options under the Plan
in the manner set forth in this Section 6(b). A Non-Employee
Director may hold more than one Non-Qualified Stock Option, but only
on the terms and subject to any restrictions set forth herein.
(ii) Grant of Options to Newly-Elected Non-Employee
Directors. Any Person who is first elected as a Non-Employee
Director after the effective date of the Plan shall, on the date of
such election, automatically be granted a Non-Qualified Stock Option
to purchase 3,000 Shares (which number of Shares shall be subject to
adjustment in the manner provided in Section 4(b) hereof).
(iii) Annual Option Grants to Non-Employee Directors.
Each Non-Employee Director (if he or she continues to serve in such
capacity) shall, on the day following the annual meeting of
shareholders in each year during the time the Plan is in effect,
automatically be granted a Non-Qualified Stock Option to purchase
1,000 Shares (which number of Shares shall be subject to adjustment
in the manner provided in Section 4(b) hereof); provided, however,
that a Person who is first elected as a Non-Employee Director on the
date of an annual meeting of shareholders and who receives on that
date a Non-Qualified Stock Option pursuant to Section 6(b)(ii) hereof
shall not be eligible to begin to receive grants pursuant to this
Section 6(b)(iii) until the day following the next succeeding annual
meeting of shareholders.
(iv) Grant Limitation. Notwithstanding the provisions of
Sections 6(b)(ii) and 6(b)(iii) hereof, Non-Qualified Stock Options
shall be automatically granted to Non-Employee Directors under the
Plan only for so long as the Plan remains in effect and a sufficient
number of Shares are available hereunder for the granting of such
Options.
(v) Exercise Price. The exercise price per Share for a
Non-Qualified Stock Option granted to a Non-Employee Director under
the Plan shall be equal to 100% of the "market value" of a Share on
the date of grant of such Option. The "market value" of a Share on
the date of grant to the Non-Employee Director shall be the last sale
price per Share for the Shares in the Nasdaq National Market on the
trading date next preceding such grant date; provided, however, that
if the principal market for the Shares is then a national securities
exchange, the "market value" shall be the closing price per Share for
the Shares on the principal securities exchange on which the Shares
are traded on the trading date next preceding the date of grant, or,
in either case above, if no trading occurred on the trading date next
preceding the date on which the Non-Qualified Stock Option is
granted, then the "market price" per Share shall be determined with
reference to the next preceding date on which the Shares were traded.
(vi) Exercisability and Termination of Options. Non-
Qualified Stock Options granted to Non-Employee Directors under the
Plan shall become exercisable six months following the date of grant;
provided, however, that if a Non-Employee Director ceases to be a
director of the Company by reason of death, disability or retirement
within six months after the date of grant, the Option shall become
immediately exercisable in full. Non-Qualified Stock Options granted
to Non-Employee Directors shall terminate on the earlier of:
(A) ten years after the date of grant; or
(B) twelve months after the Non-Employee Director
ceases to be a director of the Company for any reason, including
as a result of the Non-Employee Director's death, disability or
retirement.
(vii) Exercise of Options. A Non-Qualified Stock
Option granted to a Non-Employee Director may be exercised, subject
to its terms and conditions and the terms and conditions of the Plan,
in full at any time or in part from time to time by delivery to the
Secretary of the Company at the Company's principal office in
Menasha, Wisconsin, of a written notice of exercise specifying the
number of shares with respect to which the Option is being exercised.
Any notice of exercise shall be accompanied by full payment of the
exercise price of the Shares being purchased (x) in cash or its
equivalent; (y) by tendering previously acquired Shares (valued at
their "market value" [as determined in accordance with Section
6(b)(v)] as of the date of exercise); or (z) by any combination of
the means of payment set forth in subparagraphs (x) and (y). For
purposes of subparagraphs (y) and (z) above, the term "previously
acquired Shares" shall only include Shares owned by the Non-Employee
Director prior to the exercise of the Option for which payment is
being made and shall not include Shares which are being acquired
pursuant to the exercise of said Option. No shares will be issued
until full payment therefor has been made.
(c) Stock Appreciation Rights. The Committee is hereby
authorized to grant Stock Appreciation Rights to Key Employees. Non-
Employee Directors are not eligible to be granted Stock Appreciation
Rights under the Plan. Subject to the terms of the Plan and any
applicable Award Agreement, a Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive, upon exercise
thereof, the excess of (i) the Fair Market Value of one Share on the date
of exercise over (ii) the grant price of the Stock Appreciation Right as
specified by the Committee, which shall not be less than 100% of the Fair
Market Value of one Share on the date of grant of the Stock Appreciation
Right. Subject to the terms of the Plan, the grant price, term, methods
of exercise, methods of settlement (including whether the Participating
Key Employee will be paid in cash, Shares, other securities, other Awards,
or other property, or any combination thereof), and any other terms and
conditions of any Stock Appreciation Right shall be as determined by the
Committee. The Committee may impose such conditions or restrictions on
the exercise of any Stock Appreciation Right as it may deem appropriate.
(d) Restricted Stock Awards.
(i) Issuance. The Committee is hereby authorized to grant
Awards of Restricted Stock to Key Employees; provided, however, that
the aggregate number of Shares of Restricted Stock granted under the
Plan to all Participating Key Employees as a group shall not exceed
150,000 (such number of Shares subject to adjustment in accordance
with the terms of Section 4(b) hereof). Non-Employee Directors are
not eligible to be granted Restricted Stock under the Plan.
(ii) Restrictions. Shares of Restricted Stock granted to
Participating Key Employees shall be subject to such restrictions as
the Committee may impose (including, without limitation, any
limitation on the right to vote a Share of Restricted Stock or the
right to receive any dividend or other right or property), which
restrictions may lapse separately or in combination at such time or
times, in such installments or otherwise, as the Committee may deem
appropriate.
(iii) Registration. Any Restricted Stock granted under
the Plan to a Participating Key Employee may be evidenced in such
manner as the Committee may deem appropriate, including, without
limitation, book-entry registration or issuance of a stock
certificate or certificates. In the event any stock certificate is
issued in respect of Shares of Restricted Stock granted under the
Plan to a Participating Key Employee, such certificate shall be
registered in the name of the Participating Key Employee and shall
bear an appropriate legend (as determined by the Committee) referring
to the terms, conditions, and restrictions applicable to such
Restricted Stock.
(iv) Payment of Restricted Stock. At the end of the
applicable restriction period relating to Restricted Stock granted to
a Participating Key Employee, one or more stock certificates for the
appropriate number of Shares, free of restrictions imposed under the
Plan, shall be delivered to the Participating Key Employee, or, if
the Participating Key Employee received stock certificates
representing the Restricted Stock at the time of grant, the legends
placed on such certificates shall be removed.
(v) Forfeiture. Except as otherwise determined by the
Committee, upon termination of employment of a Participating Key
Employee (as determined under criteria established by the Committee)
for any reason during the applicable restriction period, all Shares
of Restricted Stock still subject to restriction shall be forfeited
by the Participating Key Employee; provided, however, that the
Committee may, when it finds that a waiver would be in the best
interests of the Company, waive in whole or in part any or all
remaining restrictions with respect to Shares of Restricted Stock
held by a Participating Key Employee.
(e) Performance Shares.
(i) Issuance. The Committee is hereby authorized to grant
Awards of Performance Shares to Participating Key Employees. Non-
Employee Directors are not eligible to be granted Performance Shares
under the Plan.
(ii) Performance Goals and Other Terms. The Committee
shall determine the Performance Period, the Performance Goal or Goals
(and the performance level or levels related thereto) to be achieved
during any Performance Period, the proportion of payments, if any, to
be made for performance between the minimum and full performance
levels for any Performance Goal and, if applicable, the relative
percentage weighting given to each of the selected Performance Goals,
the restrictions applicable to Shares of Restricted Stock received
upon payment of Performance Shares if Performance Shares are paid in
such manner, and any other terms, conditions and rights relating to a
grant of Performance Shares. The Committee shall have sole
discretion to alter the selected Performance Goals set forth in
Section 2(p), subject to shareholder approval, to the extent required
to comply with Rule 16b-3 and to qualify the Award for the
performance-based exemption provided by Section 162(m) of the Code
(or any successor provision thereto). Notwithstanding the foregoing,
in the event the Committee determines it is advisable to grant
Performance Shares which do not qualify for the performance-based
exemption under Section 162(m) of the Code (or any successor
provision thereto), the Committee may make such grants without
satisfying the requirements thereof.
(iii) Rights and Benefits During the Performance
Period. The Committee may provide that, during a Performance Period,
a Participating Key Employee shall be paid cash amounts, with respect
to each Performance Share held by such Participating Key Employee, in
the same manner, at the same time, and in the same amount paid, as a
cash dividend on a Share. Participating Key Employees shall have no
voting rights with respect to Performance Shares held by them.
(iv) Payment of Performance Shares. As soon as is
reasonably practicable following the end of the applicable
Performance Period, and subject to the Committee certifying in
writing as to the satisfaction of the requisite Performance Goal or
Goals if such certification is required in order to qualify the Award
for the performance-based exemption provided by Section 162(m) of the
Code (or any successor provision thereto), one or more certificates
representing the number of Shares equal to the number of Performance
Shares payable shall be registered in the name of and delivered to
the Participating Key Employee; provided, however, that any Shares of
Restricted Stock payable in connection with Performance Shares shall,
pending the expiration, lapse, or waiver of the applicable
restrictions, be evidenced in the manner as set forth in Section
6(d)(iii) hereof.
(f) General.
(i) No Consideration for Awards. Awards shall be granted
to Participating Key Employees for no cash consideration unless
otherwise determined by the Committee. Awards of Non-Qualified Stock
Options granted to Non-Employee Directors under Section 6(b) of the
Plan shall be granted for no cash consideration unless otherwise
required by law.
(ii) Award Agreements. Each Award granted under the Plan
shall be evidenced by an Award Agreement in such form (consistent
with the terms of the Plan) as shall have been approved by the
Committee.
(iii) Awards May Be Granted Separately or Together.
Awards to Participating Key Employees under the Plan may be granted
either alone or in addition to, in tandem with, or in substitution
for any other Award or any award granted under any other plan of the
Company or any Affiliate. Awards granted in addition to or in tandem
with other Awards, or in addition to or in tandem with awards granted
under any other plan of the Company or any Affiliate, may be granted
either at the same time as or at a different time from the grant of
such other Awards or awards.
(iv) Forms of Payment Under Awards. Subject to the terms
of the Plan and of any applicable Award Agreement, payments or
transfers to be made by the Company or an Affiliate upon the grant,
exercise, or payment of an Award to a Participating Key Employee may
be made in such form or forms as the Committee shall determine, and
may be made in a single payment or transfer, in installments, or on a
deferred basis, in each case in accordance with rules and procedures
established by the Committee. Such rules and procedures may include,
without limitation, provisions for the payment or crediting of
interest on installment or deferred payments.
(v) Limits on Transfer of Awards. No Award (other than
Released Securities), and no right under any such Award, shall be
assignable, alienable, saleable, or transferable by a Participating
Key Employee or a Non-Employee Director otherwise than by will or by
the laws of descent and distribution (or, in the case of an Award of
Restricted Securities, to the Company); provided, however, that a
Participating Key Employee at the discretion of the Committee may,
and a Non-Employee Director shall, be entitled, in the manner
established by the Committee, to designate a beneficiary or
beneficiaries to exercise his or her rights, and to receive any
property distributable, with respect to any Award upon the death of
the Participating Key Employee or the Non-Employee Director, as the
case may be. Each Award, and each right under any Award, shall be
exercisable, during the lifetime of the Participating Key Employee or
the Non-Employee Director, only by such individual or, if permissible
under applicable law, by such individual's guardian or legal
representative. No Award (other than Released Securities), and no
right under any such Award, may be pledged, alienated, attached, or
otherwise encumbered, and any purported pledge, alienation,
attachment, or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.
(vi) Term of Awards. Except as otherwise provided in the
Plan, the term of each Award shall be for such period as may be
determined by the Committee.
(vii) Rule 16b-3 Six-Month Limitations. To the extent
required in order to comply with Rule 16b-3 only, any equity security
offered pursuant to the Plan may not be sold for at least six months
after acquisition, except in the case of death or disability, and any
derivative security issued pursuant to the Plan shall not be
exercisable for at least six months, except in case of death or
disability of the holder thereof. Terms used in the preceding
sentence shall, for the purposes of such sentence only, have the
meanings, if any, assigned or attributed to them under Rule 16b-3.
(viii) Share Certificates; Representation. In addition
to the restrictions imposed pursuant to Section 6(d) and Section 6(e)
hereof, all certificates for Shares delivered under the Plan pursuant
to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations, and other
requirements of the Commission, any stock exchange or other market
upon which such Shares are then listed or traded, and any applicable
federal or state securities laws, and the Committee may cause a
legend or legends to be put on any such certificates to make
appropriate reference to such restrictions. The Committee may
require each Participating Key Employee, Non-Employee Director or
other Person who acquires Shares under the Plan by means of an Award
originally made to a Participating Key Employee or a Non-Employee
Director to represent to the Company in writing that such
Participating Key Employee, Non-Employee Director or other Person is
acquiring the Shares without a view to the distribution thereof.
Section 7. Amendment and Termination of the Plan; Correction of
Defects and Omissions
(a) Amendments to and Termination of the Plan. The Board of
Directors of the Company may at any time amend, alter, suspend,
discontinue, or terminate the Plan; provided, however, that the provisions
of Section 6(b) of the Plan shall not be amended more than once every six
months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules
promulgated thereunder; and provided further that shareholder approval of
any amendment of the Plan shall also be obtained if otherwise required by:
(i) the rules and/or regulations promulgated under Section 16 of the
Exchange Act (in order for the Plan to remain qualified under Rule 16b-3),
(ii) the Code or any rules promulgated thereunder (in order to allow for
Incentive Stock Options to be granted under the Plan), or (iii) the
quotation or listing requirements of the Nasdaq National Market or any
principal securities exchange or market on which the Shares are then
traded (in order to maintain the quotation or listing of the Shares
thereon). Termination of the Plan shall not affect the rights of
Participating Key Employees or Non-Employee Directors with respect to
Awards previously granted to them, and all unexpired Awards shall continue
in force and effect after termination of the Plan except as they may lapse
or be terminated by their own terms and conditions.
(b) Correction of Defects, Omissions and Inconsistencies. The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in any Award or Award Agreement in the manner and to the
extent it shall deem desirable to carry the Plan into effect.
Section 8. General Provisions
(a) No Rights to Awards. No Key Employee, Participating Key
Employee or other Person (other than a Non-Employee Director to the extent
provided in Section 6(b) of the Plan) shall have any claim to be granted
any Award under the Plan, and there is no obligation for uniformity of
treatment of Key Employees, Participating Key Employees, or holders or
beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to each Participating Key
Employee.
(b) Withholding. No later than the date as of which an amount
first becomes includible in the gross income of a Participating Key
Employee for federal income tax purposes with respect to any Award under
the Plan, the Participating Key Employee shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the
Committee, withholding obligations arising with respect to Awards to
Participating Key Employees under the Plan may be settled with Shares
(other than Restricted Securities), including Shares that are part of, or
are received upon exercise of, the Award that gives rise to the
withholding requirement. The obligations of the Company under the Plan
shall be conditional on such payment or arrangements, and the Company and
any Affiliate shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment otherwise due to the Participating
Key Employee. The Committee may establish such procedures as it deems
appropriate for the settling of withholding obligations with Shares,
including, without limitation, the establishment of such procedures as may
be necessary to satisfy the requirements of Rule 16b-3.
(c) No Limit on Other Compensation Arrangements. Nothing
contained in the Plan shall prevent the Company or any Affiliate from
adopting or continuing in effect other or additional compensation
arrangements, and such arrangements may be either generally applicable or
applicable only in specific cases.
(d) Rights and Status of Recipients of Awards. The grant of an
Award shall not be construed as giving a Participating Key Employee the
right to be retained in the employ of the Company or any Affiliate.
Further, the Company or any Affiliate may at any time dismiss a
Participating Key Employee from employment, free from any liability, or
any claim under the Plan, unless otherwise expressly provided in the Plan
or in any Award Agreement. The grant of an Award to a Non-Employee
Director pursuant to Section 6(b) of the Plan shall confer no right on
such Non-Employee Director to continue as a director of the Company.
Except for rights accorded under the Plan and under any applicable Award
Agreement, Participating Key Employees and Non-Employee Directors shall
have no rights as holders of Shares as a result of the granting of Awards
hereunder.
(e) Unfunded Status of the Plan. Unless otherwise determined
by the Committee, the Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds. The Plan shall
not establish any fiduciary relationship between the Company and any
Participating Key Employee, any Non-Employee Director or other Person. To
the extent any Person holds any right by virtue of a grant under the Plan,
such right (unless otherwise determined by the Committee) shall be no
greater than the right of an unsecured general creditor of the Company.
(f) Governing Law. The validity, construction, and effect of
the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the laws of the State of Wisconsin and
applicable federal law.
(g) Severability. If any provision of the Plan or any Award
Agreement or any Award is or becomes or is deemed to be invalid, illegal,
or unenforceable in any jurisdiction, or as to any Person or Award, or
would disqualify the Plan, any Award Agreement or any Award under any law
deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan, any Award Agreement
or the Award, such provision shall be stricken as to such jurisdiction,
Person, or Award, and the remainder of the Plan, any such Award Agreement
and any such Award shall remain in full force and effect.
(h) No Fractional Shares. No fractional Shares or other
securities shall be issued or delivered pursuant to the Plan, any Award
Agreement or any Award, and the Committee shall determine (except as
otherwise provided in the Plan) whether cash, other securities, or other
property shall be paid or transferred in lieu of any fractional Shares or
other securities, or whether such fractional Shares or other securities or
any rights thereto shall be canceled, terminated, or otherwise eliminated.
(i) Headings. Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof.
Section 9. Effective Date of the Plan
The Plan shall be effective on the day immediately following its
approval by the shareholders of the Company provided that such approval is
obtained within twelve months following the date of adoption of the Plan
by the Board of Directors of the Company.
BANTA CORPORATION
DIRECTOR STOCK GRANT PLAN
1. Purpose. The purpose of the Banta Corporation Director
Stock Grant Plan (the "Plan") is to promote the best interests of Banta
Corporation (the "Company") and its shareholders by providing a means to
attract and retain competent independent directors and to provide
opportunities for additional stock ownership by such directors which will
further increase their proprietary interest in the Company and,
consequently, their identification with the interests of the shareholders
of the Company.
2. Administration. The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company (the
"Administrator"), subject to review by the Board of Directors (the
"Board"). The Administrator may adopt such rules and regulations for
carrying out the Plan as it may deem proper and in the best interests of
the Company. The interpretation by the Board of any provision of the Plan
or any related documents shall be final.
3. Stock Subject to the Plan. Subject to adjustment in
accordance with the provisions of paragraph 6, the total number of shares
of common stock, $.10 par value, of the Company ("Common Stock") available
for issuance under the Plan shall be 25,000. Shares of Common Stock to be
delivered under the Plan shall be made available from presently authorized
but unissued Common Stock or authorized and issued shares of Common Stock
reacquired and held as treasury shares, or a combination thereof. In no
event shall the Company be required to issue fractional shares of Common
Stock under the Plan. Whenever under the terms of the Plan a fractional
share of Common Stock would otherwise be required to be issued, there
shall be paid in lieu thereof one full share of Common Stock.
4. Eligible Directors and Director Grants. Each member of the
Board who is not an employee of the Company or any subsidiary of the
Company and who is paid a cash retainer fee by the Company for service as
a director ("Eligible Director") shall be eligible to receive shares of
Common Stock under the Plan. After January 1 but before January 15 of
each year following the effective date of the Plan, each Eligible Director
shall receive such number of shares of Common Stock equal to the quotient
(rounded up to the nearest whole number) obtained by dividing 50% of the
then current annual retainer fee payable to the Company's directors by the
last sale price of the Common Stock as reported on The Nasdaq Stock Market
on the last day on which shares of Common Stock are traded in the
immediately preceding calendar year. An Eligible Director who is elected
as a director of the Company for the first time after the foregoing
payment of Common Stock has been made in any year shall be entitled to
receive (within 15 calendar days of his or her election) such number of
shares of Common Stock as is equal to the product (rounded up to the
nearest whole number) obtained by multiplying the number of shares an
Eligible Director received under the Plan in the previous January by a
fraction, the numerator of which is the amount of cash retainer (at the
then current rate) which the newly-elected director will be paid for the
remainder of the year and the denominator of which is 50% of the then
annual retainer fee. In lieu of the receipt of shares of Common Stock
under the Plan, an Eligible Director will be allowed to defer such award
pursuant to the terms of the Company's Deferred Compensation Plan for
Certain Directors.
5. Restrictions on Transfer. Shares of Common Stock acquired
under the Plan may not be sold or otherwise disposed of except pursuant to
an effective registration statement under the Securities Act of 1933, as
amended, or except in a transaction which, in the opinion of counsel, is
exempt from registration under said Act. All certificates evidencing
shares subject to awards to Eligible Directors may bear an appropriate
legend evidencing any such transfer restriction. The Administrator may
require each Eligible Director receiving an award under the Plan to
represent in writing that such person is acquiring the shares of Common
Stock for his or her own account for investment purposes only and without
a view to the distribution thereof. All dividends and voting rights for
shares issued under the Plan shall accrue as of the issue date thereof.
6. Adjustment Provisions. In the event of any change in the
Common Stock by reason of a declaration of a stock dividend (other than a
stock dividend declared in lieu of an ordinary cash dividend), stock
split, spin-off, merger, consolidation, recapitalization, or split-up,
combination or exchange of shares, or otherwise, the aggregate number of
shares available under the Plan shall be appropriately adjusted in order
to prevent dilution or enlargement of the benefits intended to be made
available under the Plan.
7. Amendment of Plan. The Board shall have the right to amend
the Plan at any time or from time to time in any manner that it may deem
appropriate; provided, however, that the provisions of paragraph 4 shall
not be amended more than once every six months.
8. Governing Law. The Plan, all awards hereunder, and all
determinations made and actions taken pursuant to the Plan shall be
governed by the internal laws of the State of Wisconsin and applicable
federal law.
9. Effective Date and Term of Plan. The effective date of the
Plan is January 1, 1997. The Plan shall terminate on such date as may be
determined by the Board.
[Page 16 of the Annual Report]
Five-Year Summary of Selected Financial Data
Not Covered by Report of Independent Public Accountants
<TABLE>
<CAPTION>
Dollars in thousands (except per share data)
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Summary of Earnings (1)
Net sales $1,083,763 $1,022,650 $811,330 $691,244 $637,416
Net earnings 50,907 53,550 47,228 40,992 35,662
Net earnings per common
share (2) 1.63 1.75 1.56 1.36 1.19
Dividends paid per common
share (2) .44 .37 .35 .31 .27
Financial Summary
Working capital 219,630 187,956 101,422 106,171 102,214
Net plant and equipment 319,939 313,718 293,662 232,888 205,246
Total assets 719,218 678,809 577,763 457,433 410,182
Long-term debt 133,696 134,953 67,834 45,603 52,491
Interest expense 10,214 9,891 5,902 5,346 5,786
Shareholders' investment 420,592 387,112 331,587 292,428 258,237
Book value per share
of common stock (2),(3) 13.58 12.55 10.98 9.75 8.67
(1) All years comprised 52 weeks except 1992 which comprised 53 weeks.
(2) Per share amounts have been adjusted for the three-for-two stock splits distributed in March 1996 and April 1993.
(3) Book values per share for common stock are based on shares outstanding at year-end, as adjusted for stock splits.
</TABLE>
<PAGE>
[Pages 17-19 of the Annual Report]
Management's Discussion and Analysis of Financial Position and Operations
Highlights In 1996, Banta Corporation recorded its second consecutive
$1 billion sales year, with revenues of $1.08 billion, up 6%, and net
earnings of $51 million, 5% below 1995, a record year. The unprecedented
paper price increases of 1994 and 1995 combined with the 1995 postage rate
increase had a significant impact on the buying patterns of the
Corporation's customers in 1996. Many customers reduced print quantities
and delayed projects, particularly in consumer catalogs and direct mail
markets, in an effort to regain profitability lost during 1995. These
reductions were most prevalent during the first six months of 1996, with
quantities increasing during the second half of the year as paper prices
declined to early 1994 levels for key paper grades.
In addition to the impact that paper prices had on buying patterns of
customers, the Corporation's sales were directly impacted by paper prices
in 1996. Since changes in paper prices are reflected in pricing to
customers, the Corporation's sales were reduced by approximately $50
million in 1996 due to falling paper prices.
The Corporation nonetheless reported higher sales for 1996 because of
increased sales by its newly formed Banta Global Turnkey Group. During
the fourth quarter of 1995, Banta acquired six of the operations of B.G.
Turnkey Services Ltd. (primarily located in Europe) which are now part of
this Group. These operations provide project management, manufacturing,
packaging and worldwide distribution services to computer software
publishers as well as manufacturers of computer hardware and consumer
electronics. The Group's sales reached $185 million, an increase of $96
million in 1996 due to a full year of ownership of the acquired
operations.
The increase in Global Turnkey's sales reduced the Corporation's 1996
margins because the turnkey sales generally have a higher material content
than the Corporation's traditional print sales. The 1996 operating margin
for the turnkey market classification was 3.1%, down from 6.6% for 1995
due to costs associated with expanding the business and lower volume from
several core customers. The higher margin in 1995 included only the
fourth quarter's results for the acquired operations, which is
traditionally their busiest and most profitable quarter. The operating
margin for the remainder of the Corporation's business was 9.6%, down from
9.8% in 1995 influenced by a reduction in capacity utilization because of
lower print demand, a $7 million increase in depreciation from recent
capital additions, costs associated with the start up of equipment for the
consumer catalog market and generally lower pricing.
As a result of the lower demand for printing services in 1996, the
pressure to reduce prices for the Corporation's customers was intense
throughout the print markets. The consumer catalog and direct marketing
businesses experienced an extremely competitive pricing environment. Some
of the pricing pressure was offset by productivity improvements, aided
both by investments in new technology and the Corporation's Continuous
Improvement culture.
Net Sales The Corporation classifies its printing services sales as
follows: commercial (catalogs, direct marketing materials and single-use
products); books (educational, general, trade and data manuals); turnkey
(project management, manufacturing, packaging and distribution);
magazines; and other (point-of-purchase, security products and digital
imaging services). Net sales for these market classifications, as a
percent of net sales, were as follows:
1996 1995 1994
Commercial 44% 47% 46%
Books 22 26 28
Turnkey 17 8 4
Magazines 11 11 12
Other 6 8 10
---- ---- ----
100% 100% 100%
==== ==== ====
Percentage increases (decreases) in sales by market classification for
1996 compared with 1995 were as follows: commercial - (1%); books - (7%);
turnkey - 118%; magazines - 3%; and other - (9%).
In 1996 sales declined in all categories of the commercial market, other
than single-use products. Catalog and direct marketing materials sales
were significantly impacted by reduced paper prices. Consumer catalog
sales were also lower due to an extremely competitive pricing environment
brought on by reduced demand and industrywide capacity added in the last
several years.
Book market sales declined in all categories in 1996 due in large part to
reduced paper prices. Sales of general and trade books also declined due
to reduced demand. Educational book sales were lower due to a cyclically
lower number of textbook adoption programs in 1996. The Corporation
expects 1997 to be a better year for textbook adoptions. During the last
several years print documentation for computer software and hardware has
been increasingly replaced by CD-ROM and online documentation. Sales of
these manuals declined in 1996 as the Corporation's Information Services
Group pursued other markets for its equipment.
Sales of turnkey services segment increased in 1996 because it included a
full year's sales of B.G. Turnkey Services which was acquired in the
fourth quarter of 1995. Sales of the operations acquired were $96 million
higher in 1996 than during the three-month period they were owned by the
Corporation in 1995.
The magazine market sales increase was accomplished despite the large
reduction in paper prices. New eight-unit presses added in 1995 at both
plants serving the market provided capacity to allow the Corporation to
add new publishers and titles to their customer lists.
The sales decrease in the "other" classification is primarily due to the
transfer of postage stamp finishing services from one of the Corporation's
operations to an entity owned by one of the Corporation's joint venture
partners. Sales of point-of-purchase and digital imaging were down
slightly in 1996.
Percentage increases (decreases) in sales by market classification for
1995 compared with 1994 were as follows: commercial - 29%; books - 17%;
turnkey - 144%; magazines - 18%; and other - (4%).
Approximately one-half of the 1995 sales gain came from the unprecedented
rise in paper prices that occurred in 1995.
Higher levels of utilization and the addition of a 48-page high-speed press
for the consumer catalog market contributed to the commercial market
increase. Increases in the educational and trade markets added to the book
market increase. The aqcuisition of B.G. Turnkey Services accounted for the
turnkey sales gain. The increase in the magazine market was due to increased
market penetration made possible by new capacity additions. The decline in
"other" sales was primarily due to lower utilization at the Banta Digital
Group's plants.
Costs of Goods Sold In 1996, cost of goods sold as a percent of sales
was 79.8% compared with 78.9% in 1995 and 77.0% in 1994. The largest
single factor contributing to the percentage margin reduction was the
higher proportion of turnkey sales in 1996 sales. Turnkey services
generally provide a lower percentage margin because they contain a higher
material content.
Margins for the Corporation's printing markets were impacted by several
factors in 1996. Extremely competitive pricing in several markets reduced
margins. Margins were also reduced in 1996 by lower cost recovery from
the sale of by-products (primarily scrap paper). Somewhat offsetting
these factors was the impact of lower paper prices in 1996. Since the
margin on the sale of paper is generally lower than that of value-added
services, declining paper prices increased margin percentages,
particularly during the last half of 1996. At the end of 1996 paper
prices appeared to have stabilized in most grades at a level lower than
the prices that were available at any time during the year. A second
factor that offsets the trends causing margin decline was the
Corporation's use of the LIFO inventory valuation method. LIFO
adjustments increased (reduced) cost of goods sold by ($4,481,000),
$4,014,000 and $844,000 in 1996, 1995 and 1994, respectively. The changes
in the LIFO valuation adjustment represented an .8% increase in the 1996
margin compared with that of 1995.
Turnkey margin percentages declined during 1996 primarily due to costs
associated with expanding services in the United States.
The margin decline in 1995 resulted from increasing paper prices, the
acquisition of B.G. Turnkey Services and the LIFO valuation adjustment.
The change in LIFO valuation adjustment between 1995 and 1994, which is
primarily due to the significant paper price increases, represents about
one-third of the percentage increase in cost of goods sold.
Expenses Selling and administrative expenses as a percentage of sales
were 11.7%, 11.5% and 12.7% in 1996, 1995 and 1994, respectively. Selling
and administrative expenses increased $8.8 million (7.4%) in 1996 and
$15.1 million (14.7%) in 1995. The 1996 increase is attributable to
increased costs associated with the expansion of the turnkey services
segment. This increase was somewhat offset by reductions in other
expenses, including profit-based incentives. The increase in expenses in
1995 includes $7.9 million of costs incurred by the companies acquired in
1995 and 1994 and costs required to support the sales increases in other
operations.
Earnings From Operations and Interest Expense Earnings from operations
as a percent of sales were 8.5%, 9.6% and 10.3% in 1996, 1995 and 1994,
respectively. Interest expense was $10.2 million, $9.9 million and $5.9
million in 1996, 1995 and 1994, respectively. The increased interest
expense in 1996 was the result of additional borrowings in 1995.
During 1996, the Corporation incurred no new long-term debt and made
minimal use of short-term credit facilities. During 1995, the
Corporation's average debt levels increased due to acquisitions, capital
expenditures and increased average investment in working capital as a
result of higher paper prices, higher inventory levels due to the tight
paper market and higher activity levels in general. The increased debt
levels caused the higher interest expense in 1995 as compared to 1994.
Pretax earnings as a percent of sales were 7.8%, 8.7% and 9.7% in 1996,
1995 and 1994, respectively. Effective income tax rates were 39.5%, 39.9%
and 40.0% in 1996, 1995 and 1994, respectively. The small reduction in
the effective tax rates in 1996 and 1995 was due to lower tax rates on
earnings of the European operations and the impact of tax exempt interest
earned on short-term investments.
Liquidity and Capital Resources
Selected Financial Data
Dollars in Thousands
1996 1995 1994
Cash $ 57,417 $ 27,130 $ 370
Receivables 206,245 199,151 169,613
Inventories 69,063 70,750 67,797
Short-term debt 4,620 -- 56,001
Accounts payable and accrued
liabilities 117,585 114,997 82,668
Working capital 219,630 187,956 101,422
Long-term debt 133,696 134,953 67,834
Shareholders' investment 420,592 387,112 331,587
Long-term debt to total long-term
debt and shareholders' investment 24.1% 25.8% 17.0%
Current ratio 2.72 2.53 1.69
The Corporation generally raises short-term financing by selling
commercial paper and issuing unsecured bank notes. Such borrowings are
primarily supported by a credit facility with a total borrowing capacity
of $70 million. The Corporation also has a secured credit facility in the
amount of $8 million denominated in Irish punts which is used to finance
European operations. Average outstanding short-term borrowings during
1996, 1995 and 1994 were $760,000, $19.4 million and $26.0 million,
respectively.
The Corporation has historically raised long-term debt financing by
issuing unsecured promissory notes to insurance companies on a private
placement basis. No long-term borrowings were required in 1996. During
1995, the Corporation issued $75 million of long-term debt at interest
rates ranging from 6.81% to 7.98%. The proceeds were used to repay all of
the Corporation's short-term debt and to finance acquisitions.
Management believes the Corporation's liquidity continues to be strong and
the degree of leverage allows the Corporation to finance, at attractive
borrowing rates, its capital expenditures, as well as any other investment
opportunities that may arise.
The 1996 increase in working capital of $32 million resulted from cash
provided by operations that exceeded requirements for capital expenditures
and financing activities. The Corporation continued its efforts to
control investment in receivables and inventories during 1996. During
1995 working capital increased $86 million. This was made possible by
cash flow from operations and $75 million of new long-term borrowings.
These cash flows also allowed the Corporation to repay all of the $56
million of short-term debt that was outstanding at the end of 1994.
During 1996, the Corporation repurchased 303,600 of its common shares at
an average price of $23.38. The Corporation's Board of Directors has
authorized a repurchase program for up to 1.5 million shares of common
stock. During 1997 the Corporation intends to continue its repurchase of
shares pursuant to this authorization.
The Corporation's capital investment program, which resulted in capital
spending of $60 million in 1996, reflects its commitment to maintain
modern, efficient plants and to be able to utilize new printing and
digital imaging technologies. Preliminary plans for 1997 are for capital
commitments to exceed $65 million. Cash requirements would exceed that
amount as the unpaid balance of prior commitments exceeded $20 million at
the end of 1996.
<PAGE>
[Pages 20-32 of the Annual Report]
Consolidated Balance Sheets
December 28, 1996 and December 30, 1995
Dollars in thousands
Assets 1996 1995
Current Assets:
Cash and cash equivalents $ 57,417 $ 27,130
Receivables, less reserves of
$3,486,000 and $3,414,000, respectively 206,245 199,151
Inventories 69,063 70,750
Prepaid expenses 5,585 4,324
Deferred income taxes 9,145 9,451
-------- --------
347,455 310,806
Plant and Equipment:
Land 6,438 6,295
Buildings and improvements 96,185 85,161
Machinery and equipment 547,620 501,251
-------- --------
650,243 592,707
Less accumulated depreciation (330,304) (278,989)
-------- --------
319,939 313,718
Other Assets 11,886 13,292
Cost in Excess of Net Assets
of Businesses Acquired 39,938 40,993
-------- --------
$719,218 $ 678,809
======== ========
Liabilities and Shareholders' Investment
Current Liabilities:
Short-term debt $ 4,620 $ -
Accounts payable 75,428 68,365
Accrued salaries and wages 18,269 21,784
Other accrued liabilities 23,888 24,848
Current maturities of long-term debt 5,620 7,853
-------- --------
127,825 122,850
Non-current Liabilities:
Long-term debt 133,696 134,953
Deferred income taxes 21,805 20,785
Other non-current liabilities 15,300 13,109
-------- --------
170,801 168,847
Shareholders' Investment:
Common stock -
$.10 par value, authorized 75,000,000
shares; 30,969,069 and 20,559,614 shares
issued outstanding, respectively 3,097 2,056
Amount in excess of par value of stock 66,119 70,138
Cumulative translation adjustment 1,473 (118)
Retained earnings 349,903 315,036
-------- --------
420,592 387,112
-------- --------
$719,218 $678,809
======== ========
The accompanying notes to consolidated financial statements are an
integral part of these balance sheets.
<PAGE>
Consolidated Statements of Earnings
For the Periods Ended December 28, 1996, December 30, 1995 and
December 31, 1994
Dollars in thousands (except earnings per share)
1996 1995 1994
Net sales $1,083,763 $1,022,650 $811,330
Cost of goods sold 864,736 806,651 625,049
--------- --------- -------
Gross Earnings 219,027 215,999 186,281
Selling and administrative
expenses 126,855 118,068 102,923
--------- --------- -------
Earnings from Operations 92,172 97,931 83,358
Interest expense (10,214) (9,891) (5,902)
Other income, net 2,249 1,010 1,272
--------- --------- -------
Earnings Before Income
Taxes 84,207 89,050 78,728
Provision for income taxes 33,300 35,500 31,500
--------- --------- -------
Net Earnings $ 50,907 $ 53,550 $ 47,228
========= ========= =======
Net Earnings per Share of
Common Stock $ 1.63 $ 1.75 $ 1.56
========= ========= =======
The accompanying notes to consolidated financial statements are an
integral part of these statements.
<PAGE>
Consolidated Statements of Cash Flows
For the Periods Ended December 28, 1996, December 30, 1995 and
December 31, 1994
Dollars in thousands
1996 1995 1994
Cash Flows from
Operating Activities
Net earnings $ 50,907 $ 53,550 $ 47,228
Adjustments to reconcile net
earnings to net cash provided
by operating activities, net
of acquisitions:
Depreciation and amortization 58,270 51,055 41,502
Deferred income taxes 1,326 2,313 459
Change in assets and
liabilities, net of effects
of acquisitions:
(Increase) in receivables (6,562) (8,966) (32,942)
Decrease (increase) in
inventories 1,831 9,785 (12,759)
(Increase) decrease in other
current assets (1,179) 805 2,166
Increase in accounts payable
and accrued liabilities 2,250 5,908 11,048
Decrease (increase) in other
non-current assets 1,406 (1,526) 1,715
Other, net 2,574 869 2,830
------- ------- -------
Cash provided by operating
activities 110,823 113,793 61,247
Cash Flows from Investing
Activities Capital expenditures (60,461) (63,822) (87,048)
Proceeds from sale of plant and
equipment 2,376 733 3,205
Cash used for acquisitions, net
of cash acquired - (27,441) (29,831)
------- ------- -------
Cash used for investing activities (58,085) (90,530) (113,674)
Cash Flows from Financing
Activities
Short-term debt proceeds
(payments), net 4,620 (56,001) 35,201
Proceeds from issuance of
long-term debt - 75,000 25,000
Payments on long-term debt (9,210) (8,361) (7,565)
Proceeds and tax benefit from
exercise of stock options 2,797 4,167 2,357
Dividends paid and stock
redemptions (13,560) (11,308) (10,426)
Repurchase of common stock (7,098) - -
------- ------- -------
Cash (used for) provided by
financing activities (22,451) 3,497 44,567
Net increase (decrease) in cash
and cash equivalents 30,287 26,760 (7,860)
Cash and cash equivalents at
beginning of year 27,130 370 8,230
------- ------- -------
Cash and cash equivalents at
end of year $ 57,417 $27,130 $ 370
======= ======= ========
Cash payments for:
Interest, net of amount
capitalized $ 10,312 $ 9,487 $ 5,788
Income taxes 30,292 33,023 32,250
The accompanying notes to consolidated financial statements are an
integral part of these statements.
<PAGE>
Consolidated Statements of Shareholders' Investment
For the Periods Ended December 28, 1996, December 30, 1995 and December
31, 1994
<TABLE>
<CAPTION>
Dollars in thousands
Common Stock Amount in Cumulative
Shares Par Excess of Translation Retained
Outstanding Value Par Value Adjustment Earnings
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1994 19,996,532 $ 2,000 $ 54,436 $ - $ 235,992
Net earnings 47,228
Cash dividends ($.35 per
share) (10,426)
Stock options exercised 129,494 13 2,344
---------- ------- ------- ------- --------
Balance, December 31, 1994 20,126,026 2,013 56,780 - 272,794
Net earnings 53,550
Cash dividends ($.37 per share) (11,308)
Stock options exercised 196,823 19 4,148
Stock issued for acquisition 236,765 24 9,210
Other (118)
---------- ------- ------- ------- --------
Balance, December 30, 1995 20,559,614 2,056 70,138 (118) 315,036
Three-for-two stock split
effected in the form of a
50% stock dividend 10,292,824 1,029 (7) (1,029)
Net earnings 50,907
Cash dividends ($.44 per share) (13,553)
Stock options exercised 183,894 18 2,779
Repurchase of common stock (303,600) (30) (7,068)
Stock issued for acquisition 236,337 24 277 (1,458)
Other 1,591
---------- -------- ------- ------ ---------
Balance, December 28, 1996 30,969,069 $ 3,097 $66,119 $ 1,473 $ 349,903
========== ======== ======= ====== =========
</TABLE>
There are 300,000 shares of $10 par value preferred stock authorized, none
of which is issued.
The accompanying notes to consolidated financial statements are an integral
part of these statements.
<PAGE>
Notes to Consolidated Financial Statements
For the Periods Ended December 28, 1996, December 30, 1995 and
December 31, 1994
One Summary 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 one business segments - printing
services. Customers, which are primarily located throughout the United
States and Europe, are granted credit on an unsecured basis. No single
customer accounted for more than 10% of consolidated sales during 1996,
1995 or 1994.
Year-end The Corporation's operating year ends on the Saturday closest
to December 31. The years 1996, 1995 and 1994 ended December 28, 1996,
December 30, 1995 and December 31, 1994, respectively, and comprised 52
weeks each.
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 31,249,169, 30,624,134 and
30,365,840 in 1996, 1995 and 1994, 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.
Foreign Currency Translation Financial statements of foreign
subsidiaries are translated into United States dollars in accordance with
the provisions of Statement of Financial Accounting Standards No. 52.
Foreign currency transaction gains and losses were insignificant in 1996
and 1995.
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 $12,030,000
in 1996, $11,128,000 in 1995 and $7,588,000 in 1994 of which $1,816,000,
$1,237,000 and $1,686,000 were capitalized in 1996, 1995 and 1994,
respectively.
Cash and Cash Equivalents Short-term investments, with maturities
of less than 90 days at the date of purchase, are considered cash
equivalents for purposes of the accompanying consolidated balance sheets
and statements of cash flows. These investments are stated at cost which
approximates market.
Inventories Approximately 33% and 36% of total inventories in 1996 and
1995, 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) basis.
Inventories include material, labor and manufacturing overhead. Inventory
amounts at year-end are as follows:
Dollars in thousands
1996 1995
Raw materials and supplies $ 40,980 $44,815
Work-in-process and finished goods 32,456 34,789
------- -------
FIFO value (current cost) of
all inventories 73,436 79,604
Excess of current cost over carrying
value of LIFO inventories (4,373) (8,854)
------- -------
Net inventories $ 69,063 $ 70,750
======= =======
During 1995, inventory quantities were reduced in certain printing
facilities, resulting in liquidations of LIFO inventory layers carried at
lower costs which prevailed in prior years. The effect of these
liquidations was to decrease cost of goods sold by $1,915,000.
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 book and the 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 excess
of net assets of businesses acquired ("goodwill") is amortized and charged
against operations on a straight-line method over periods of 25 to 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 of goodwill was
$6,232,000 and $4,719,000 as of December 28, 1996, and December 30, 1995,
respectively.
Derivative Financial Instruments The Corporation occasionally utilizes
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 1996, 1995 and 1994.
Use of Estimates The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reported periods. Actual results could differ from
those estimates.
Long-Lived Assets In March 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of." The Corporation adopted this standard during
1996. The adoption of this standard did not have an effect on the
Corporation's financial position or results of operations.
Stock-Based Compensation In October 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" (SFAS No. 123), "Accounting
for Stock-Based Compensation" (SFAS No. 123). This standard requires
disclosure of certain pro-forma information for stock-based compensation
as though the Corporation had adopted the provisions of the Statement by
charging earnings for the "compensation cost" for options granted after
January 1, 1995. The Corporation adopted this standard in 1996, however
the detailed disclosures have not been made because the pro-forma impact
of compensation expense for stock-based employee compensation arrangements
is not material to the financial statements.
Two Acquisitions
Acquisition of B.G. Turnkey Services Limited In October 1995, the
Corporation acquired B.G. Turnkey Services Limited ("B.G. Turnkey"). B.G.
Turnkey, headquartered in Cork, Ireland, provides project management,
product assembly, fulfillment and product localization services to
computer software and hardware companies primarily from facilities
located in Ireland, Scotland and The Netherlands. B.G. Turnkey reported
sales for 1994 of approximately $160 million. The purchase price consisted
of 355,147 shares (as adjusted for the 1996 stock split) of the
Corporation's common stock and approximately $21 million of the
Corporation's debentures which were called and prepaid in December 1995.
The payment of these debentures is classified as cash used for
acquisitions in the Statement of Cash Flows. The Corporation also paid
$3.2 million to former shareholders of B.G. Turnkey in exchange for a
covenant not to compete. The purchase price plus the liabilities assumed
exceeded the fair value of the tangible assets and identified intangible
assets purchased by $12.2 million. This acquisition was accounted for as
a purchase and accordingly, the accompanying financial statements include
B.G. Turnkey's results beginning with the acquisition date.
Acquisition of United Graphics Inc. In August 1994, the Corporation
acquired 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 $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 prior to the acquisition 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.
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 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.
Other Acquisitions During 1996, the Corporation acquired Packaging
Fulfillment Specialists, Inc., which provides fulfillment services to
publishers. This purchase price consisted of 236,337 shares of the
Corporation's common stock. During 1995, the Corporation purchased Applied
Technology Corporation, which serves the single-use health care market,
and New Frontiers Information Corporation, which provides customers with
online solutions for distributing catalogs and direct marketing materials
via the Internet's World Wide Web. The combined purchase price for these
two acquisitions was $9.0 million.
Three Short-term Debt
The Corporation generally obtains short-term financing through the
issuance of commercial paper and borrowing against lines of credit with
banks. At December 28, 1996, the Corporation had lines of credit
available totaling $78 million. Of this total, $70 million represents a
credit facility made available by three banks which can be used to support
both commercial paper and unsecured borrowings. The remaining $8 million
is a secured credit facility denominated in Irish punts which is utilized
to finance the Corporation's European operations.
At December 28, 1996, the Corporation had borrowings outstanding
aggregating $4,620,000 under the European credit facility. At December
30, 1995, the Corporation had no borrowings outstanding. The average
outstanding borrowings during 1996 and 1995 were $760,000 and $19.4
million, respectively. The weighted-average interest rates on such
borrowings during 1996 and 1995 were 7.5% and 6.12%, respectively.
Four Long-term Debt
Long-term debt, including amounts payable within one year, consists of the
following:
Dollars in thousands
Maturities 1996 1995
Promissory Notes:
6.81% 2004-2010 $ 35,000 $ 35,000
7.62% 1999-2009 25,000 25,000
7.98% 2000-2010 25,000 25,000
9.53% 1997-2005 16,364 18,182
7.38% 2005-2015 15,000 15,000
10.11% 1997-1999 6,500 9,000
8.58% - - 2,175
Notes Payable and Capital Lease
Obligations, generally fixed
rates of interest, 6.0% to
9.8% 1997-2002 7,382 4,089
Industrial Revenue Bonds:
Floating rates of interest,
approximating 80% of the prime
rate 1997-2015 6,750 6,900
Fixed rate of interest at 5.8%
to 7.5% 1997-2002 2,320 2,460
-------- --------
139,316 142,806
Less current maturities (5,620) (7,853)
-------- --------
Long-term debt $133,696 $134,953
======== ========
Maturities of long-term debt during the next five years are: 1997,
$5,620,000; 1998, $6,118,000; 1999, $7,951,000; 2000, $7,320,000; and
2001, $9,374,000. Industrial Revenue Bonds aggregating $2,370,000 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. 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 28, 1996, $111,085,000
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
loans with similar terms and average maturities, the fair value of long-
term debt as of December 28, 1996, including current maturities, was
$145,731,000.
Five 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 $9,816,000,
$7,661,000 and $5,261,000 in 1996, 1995 and 1994, respectively. Minimum
rental commitments for the years 1997 through 2001 aggregate $8,895,000,
$8,281,000, $6,590,000, $5,651,000, and $5,946,000 respectively, and
$28,451,000 thereafter.
Six 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 $243,000 in
1996, $2,799,000 in 1995 and $2,770,000 in 1994.
The Corporation also has 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. There was no award under the plan for the 1994 to 1996
performance period. Awards under the plan were $511,000 for the 1993 to
1995 performance period and $609,000 for the 1992 to 1994 performance
period.
At December 28, 1996, the Corporation had options outstanding or available
for grant under two stock option plans - the 1995 Equity Incentive Plan
and the 1991 Stock Option Plan. 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 the grant.
Options granted under the 1991 plan may be exercised up to five years
after the date of the grant. Options granted under the 1995 plan may be
exercised up to ten years from the date of the grant.
The plans permit participants to use option shares for the purpose of
offsetting income tax liabilities incurred upon the exercise of stock
options and allow for grants of either Incentive Stock Options or
Nonstatutory Stock Options. The plans include provisions which authorize
options to be granted to non-employee Directors.
The following table summarizes activity under the stock option plans:
Weighted
Options Price Range Average Price
Outstanding at
January 1, 1994 1,573,980 $ 9 5/8 - $23 3/8 $ 15
Granted 421,950 20 5/8 - 24 1/8 20 7/8
Exercised (280,331) 9 5/8 - 21 7/8 10 5/8
Canceled or expired
(44,119) 11 3/8 - 23 3/8 18 1/4
----------
Outstanding at
December 31, 1994 1,671,480 9 5/8 - 24 1/8 17 1/8
Granted 468,300 20 1/8 - 29 1/2 27 1/2
Exercised (419,313) 9 5/8 - 23 3/8 12 1/2
Canceled or expired (8,437) 20 5/8 - 23 3/8 21
----------
Outstanding at
December 30, 1995 1,712,030 11 1/8 - 29 1/2 21
Granted 442,300 21 - 28 7/8 21 1/4
Exercised (316,911) 11 1/8 - 24 1/8 13 7/8
Canceled or expired
(58,188) 20 5/8 - 27 5/8 24 1/8
----------
Outstanding at
December 28, 1996 1,779,231 $15 - $29 1/2 $22 1/4
==========
Of the options outstanding at December 28, 1996, 896,256 were exercisable
at prices ranging from $15 to $29 1/2, and a weighted average of $21 1/2.
The balance of the options become exercisable at various times through
1999 at prices ranging from $20 5/8 to $29 1/2, and a weighted average of
$22 5/8. At December 28, 1996, 949,361 shares of the Corporation's common
stock were reserved for future option grants.
During 1996, 1995 and 1994, 46,410, 124,078, and 86,090 shares,
respectively, were submitted to the Corporation in partial payment for
stock option exercises and to offset income tax liabilities. These shares
were canceled by the Corporation.
Seven 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 multi-employer and union sponsored plans
for 1996, 1995 and 1994 was $5,631,000, $4,941,000 and $5,204,000
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
1996 1995 1994 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Service cost-benefits earned
during the year $3,801 $2,651 $3,039 $336 $131 $200
Interest cost on projected
benefit obligation 4,628 4,220 4,022 401 301 249
Actual return on plan assets,
net of unrecognized gains
(losses) of $2,128,000,
$12,038,000, and ($4,564,000)
in 1996, 1995 and 1994,
respectively (5,602) (4,373) (3,773) - - -
Net amortization (131) (113) (427) 202 97 107
------ ------ ------ ----- ----- -----
Net pension expense $ 2,696 $ 2,385 $2,861 $ 939 $ 529 $ 556
====== ====== ====== ===== ===== =====
</TABLE>
Significant assumptions used in determining net pension expense for
the Corporation's plans are as follows:
<TABLE>
<CAPTION>
Qualified Plans Supplemental Plan
1996 1995 1994 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Discount rate 7.25% 8.5% 7.5% 7.25% 8.5% 7.5%
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 9.0 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 7.75% and 7.25% for 1996 and 1995,
respectively:
<TABLE>
<CAPTION>
Dollars in thousands
Qualified Plans Supplemental Plan
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Projected benefit obligation:
Vested benefits $50,354 $ 48,468 $ 3,483 $ 2,859
Non-vested benefits 3,238 4,205 1,082 580
------ ------- ------ ------
Accumulated benefit
obligation 53,592 52,673 4,565 3,439
Effect of projected future
compensation levels 12,533 14,097 3,124 1,707
------ ------- ------ ------
66,125 66,770 7,689 5,146
Plan assets at fair value 81,299 73,076 - -
------ ------- ------ ------
Plan assets (in excess of)
less than projected benefit
obligation (15,174) (6,306) 7,689 5,146
Unrecognized net gain (loss) 15,434 6,582 (4,276) (2,437)
Adjustment required to recognize
minimum liability - - 1,260 866
Unrecognized net asset
(obligation) being amortized
over 16 years 2,244 2,671 (108) (136)
------ ------- ------ ------
Accrued pension cost $ 2,504 $ 2,947 $ 4,565 $ 3,439
====== ======= ====== ======
</TABLE>
Approximately 60% of the Corporation's non-salaried employees are covered
by multi-employer union sponsored, collectively bargained defined benefit
pension plans. Pension expense includes $1,996,000, $2,027,000 and
$1,787,000 in 1996, 1995 and 1994, respectively, attributable to the
multi-employer 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. The 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.
The following table sets forth the plan's status at December 28, 1996, and
December 30, 1995:
Dollars in thousands
1996 1995
Accumulated postretirement benefit
obligation:
Retirees $ 2,368 $2,512
Other active plan participants 4,581 4,477
Fully eligible active plan
participants 685 776
------ -----
7,634 7,765
Unrecognized transition obligation
being amortized over 20 years (4,073) (4,328)
Unrecognized net gain (loss) 376 (614)
------ -----
Accrued postretirement benefit
cost $ 3,937 $2,823
====== =====
The net periodic postretirement benefit cost for 1996, 1995 and 1994
included the following components:
Dollars in thousands
1996 1995 1994
Service cost - benefits attributed
to service during the year $ 641 $ 423 $ 468
Interest cost on accumulated
postretirement benefit obligation 525 476 456
Amortization of transitio
obligation 255 247 254
------ ------ -------
Net periodic postretirement
benefit cost $ 1,421 $ 1,146 $ 1,178
====== ====== =======
The discount rate used in determining the accumulated postretirement
benefit obligation was 7.75% and 7.25% at December 28, 1996, and December
30, 1995, 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 1996, 1995 and 1994 were $2,341,000, $2,148,000
and $1,467,000, respectively.
Eight Income Taxes
The provision for income taxes consists of the following:
Dollars in thousands
1996 1995 1994
Current
Federal $25,354 $27,347 $25,975
State 5,754 5,564 5,066
Foreign 866 276 -
------ ------ ------
31,974 33,187 31,041
Deferred 1,326 2,313 459
------ ------ ------
Provision for income taxes $33,300 $35,500 $31,500
====== ====== ======
Below is a reconciliation of the statutory federal income tax rate and the
effective income tax rate:
1996 1995 1994
Statutory federal tax rate 35.0% 35.0% 35.0%
State and local income taxes,
less applicable federal tax
benefit 4.1 4.3 4.4
Other, net .4 .6 .6
----- ----- -----
Effective income tax rate 39.5% 39.9% 40.0%
===== ===== =====
Temporary differences which give rise to the deferred tax assets and
liabilities at December 28, 1996 and
December 30, 1995 are as follows:
Dollars in thousands
1996 1995
Deferred tax assets:
Vacation accrual $2,383 $2,548
Other accrued liabilities 3,998 3,996
Reserve for uncollectible accounts 1,332 1,164
Other 1,432 1,743
----- -----
$9,145 $9,451
===== =====
Deferred tax liability:
Accelerated depreciation ($29,648) ($28,466)
Accrued pension cost 2,523 2,935
Accrued postretirement benefit cost 1,575 1,110
Deferred compensation 2,235 2,377
Other 1,510 1,259
------ ------
($21,805) ($20,785)
====== ======
No United States deferred taxes have been provided on the undistributed
foreign subsidiary earnings which aggregated $2,882,000 and $1,304,000 at
December 28, 1996 and December 30, 1995, respectively, and are considered
permanently invested.
The non-United States component of income before income taxes was
$2,444,000 and $1,580,000 in 1996 and 1995, respectively.
Nine Capital Stock
In March 1996, the Corporation distributed a three-for-two stock split
effected in the form of a 50% stock dividend. The par value of the
additional shares issued was capitalized by a transfer of $1,029,000 from
retained earnings to common stock. All common stock per share amounts and
common stock data, other than the actual shares outstanding, 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 1,500,000 shares of outstanding common stock in the open market. As
of December 28, 1996, 303,600 shares of the Corporation's stock had been
repurchased under this program for an aggregate cost of $7,098,000.
These shares were subsequently canceled.
Pursuant to the Corporation's Shareholder Rights Plan, one common stock
purchase right is included with each outstanding share of common stock. In
the event the rights become exercisable, each right will initially
entitle its holder to buy one-half of one share of the Corporation's
common stock at a price of $40 per share (equivalent to $20 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 will entitle the
holder to purchase, at the right's then-current exercise price, common
stock of the Corporation or, depending on the circumstances, common stock
of the acquiring 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.
Ten Geographic Information
Summarized data for the Corporation's European operations for 1996 and
1995 are as follows:
Dollars in thousands
1996 1995
Net sales $138,023 $54,638
Earnings from operations 2,779 1,654
Assets 79,488 66,147
There are no material transactions between the Corporation's domestic and
European operations.
Eleven 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.
<PAGE>
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 28,
1996 and December 30, 1995, 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 28, 1996. 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 28, 1996 and December 30, 1995, and the
results of their operations and their cash flows for each of the fiscal
years in the three-year period ended December 28, 1996, in conformity with
generally accepted accounting principles.
Arthur Andersen LLP
Milwaukee, Wisconsin,
January 27, 1997
<PAGE>
[Page 33 of the Annual Report]
Unaudited Quarterly Financial Information
The following table presents financial information by quarter for the
years 1996 and 1995.
<TABLE>
<CAPTION>
Dollars in thousands (except per share data)
Quarter Ended Quarter Ended Quarter Ended Quarter Ended
March June September December
1996 1995 1996 1995 1996 1995 1996 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $271,270 $232,954 $258,650 $235,346 $264,552 $249,267 $289,291 $305,083
Gross earnings 49,723 46,689 51,971 53,105 56,650 55,743 60,683 57,462
Net earnings 8,838 11,002 11,824 12,758 15,295 15,474 14,950 14,321
Net earnings per
share of common stock .28 .36 .38 .42 .49 .51 .48 .46
</TABLE>
Per share amounts have been adjusted for three-for-two stock split
distributed in March 1996.
Dividend Record and Market Prices
<TABLE>
<CAPTION>
Per Share of Common Stock
First Second Third Fourth Entire
Quarter Quarter Quarter Quarter Year
<S> <C> <C> <C> <C> <C>
1996 dividends paid $ .11 $ .11 $ .11 $ .11 $ .44
Price range:
High $ 30 5/8 $ 27 1/4 $ 25 3/8 $25 1/4 $ 30 5/8
Low 25 3/4 22 3/4 20 3/4 20 1/2 20 1/2
1995 dividends paid $ .09 $ .09 $ .09 $ .09 $ .37
Price range:
High $ 22 1/2 $ 23 5/8 $ 28 3/4 $30 1/8 $ 30 1/8
Low 19 21 1/2 21 1/8 25 3/4 19
</TABLE>
Per share amounts have been adjusted for three-for-two stock split
distributed in March 1996.
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. As of January 31, 1997, the Corporation had 2,552 shareholders of
record.
EXHIBIT 21
SUBSIDIARIES OF BANTA CORPORATION
OWNERSHIP BY
BANTA STATE OR
CORPORATION JURISDICTION
OR ONE OF IT'S OF INCORPORATION
LIST OF SUBSIDIARIES SUBSIDIARIES OR ORGANIZATION
Banta Direct Marketing, Inc. 100% Minnesota
Banta Europe Corp. 100% Ireland
Banta Healthcare Products, Inc. 100% Wisconsin
Banta Security Printing, Inc. 100% Wisconsin
Banta Software Services
International, Inc. 100% Minnesota
Banta Ventures, Inc. 100% Wisconsin
Banta Global Turnkey B.V. 100% The Netherlands
Banta Global Turnkey France 100% France
Banta Global Turnkey Limited 100% Ireland
Banta Global Turnkey Limited 100% Scotland
Danbury Printing & Litho, Inc. 100% Minnesota
Dimensional Neon, Inc. 100% Wisconsin
The DI Group, Inc. 100% Massachusetts
KCS Industries Inc. 100% Wisconsin
KnowledgeSet Corporation 100% California
New Frontiers Information Corporation 100% Massachusetts
One Pass Network, Inc. 100% California
Packaging Fulfillment Specialists, Inc. 100% Wisconsin
United Graphics Inc. 100% Washington
Wrapper, Inc. 100% 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, 33-54576, 33-61683 and 333-01289 and Form S-3
Registration Statement No. 33-55829.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
March 25, 1997.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF BANTA CORPORATION AS OF AND FOR THE TWELVE
MONTHS ENDED DECEMBER 28, 1996 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-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> DEC-28-1996
<CASH> 57,417
<SECURITIES> 0
<RECEIVABLES> 206,245
<ALLOWANCES> 3,486
<INVENTORY> 69,063
<CURRENT-ASSETS> 347,455
<PP&E> 650,243
<DEPRECIATION> 330,304
<TOTAL-ASSETS> 719,218
<CURRENT-LIABILITIES> 127,825
<BONDS> 133,696
0
0
<COMMON> 3,097
<OTHER-SE> 417,495
<TOTAL-LIABILITY-AND-EQUITY> 719,218
<SALES> 1,083,763
<TOTAL-REVENUES> 1,083,763
<CGS> 864,736
<TOTAL-COSTS> 864,736
<OTHER-EXPENSES> 126,855
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,214
<INCOME-PRETAX> 84,207
<INCOME-TAX> 33,300
<INCOME-CONTINUING> 50,907
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50,907
<EPS-PRIMARY> 1.63<F1>
<EPS-DILUTED> 1.63<F1>
<FN>
<F1>PER SHARE AMOUNTS HAVE BEEN ADJUSTED FOR THREE-FOR-TWO STOCK SPLIT DISTRIBUTED
IN MARCH 1996. PRIOR PERIOD SCHEDULES HAVE NOT BEEN RESTATED FOR THIS
RECAPITALIZATION.
</FN>
</TABLE>
