SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. ____)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Banta Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
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<PAGE>
BANTA CORPORATION
225 Main Street
Menasha, Wisconsin 54952
Notice of Annual Meeting of Shareholders
To Be Held April 22, 1997
To the Shareholders of Banta Corporation:
You are hereby notified that the annual meeting of shareholders
of Banta Corporation will be held at the Paper Valley Hotel & Conference
Center, 333 West College Avenue, Appleton, Wisconsin, on Tuesday,
April 22, 1997, at 2:00 p.m., Central Time, for the following purposes:
1. To elect ten directors to serve for the ensuing year.
2. To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on March
7, 1997 as the record date for the determination of the shareholders
entitled to notice of and to vote at the annual meeting.
We hope that you will be able to attend the meeting in person,
but if you are unable to do so, please fill in, sign and promptly mail
back the enclosed proxy form, using the return envelope provided. If, for
any reason, you should subsequently change your plans, you can, of course,
revoke the proxy at any time before it is actually voted.
By Order of the Board of Directors
BANTA CORPORATION
/s/ Ronald D. Kneezel
Ronald D. Kneezel
Secretary
Menasha, Wisconsin
March 14, 1997
<PAGE>
BANTA CORPORATION
225 Main Street
Menasha, Wisconsin 54952
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 22, 1997
This proxy statement is being furnished to shareholders by the
Board of Directors (the "Board") of Banta Corporation, a Wisconsin
corporation (the "Company"), beginning on or about March 14, 1997, in
connection with a solicitation of proxies by the Board for use at the
annual meeting of shareholders to be held on Tuesday, April 22, 1997, at
2:00 p.m., Central Time, at the Paper Valley Hotel & Conference Center,
333 West College Avenue, Appleton, Wisconsin, and all adjournments or
postponements thereof (the "Annual Meeting"), for the purposes set forth
in the attached Notice of Annual Meeting of Shareholders.
Execution of a proxy given in response to this solicitation will
not affect a shareholder's right to attend the Annual Meeting and to vote
in person. Presence at the Annual Meeting of a shareholder who has signed
a proxy does not in itself revoke a proxy. Any shareholder giving a proxy
may revoke it at any time before it is voted by giving notice thereof to
the Company in writing or in open meeting, by attending the Annual Meeting
and voting in person, or by delivering a proxy bearing a later date.
A proxy, in the enclosed form, which is properly executed, duly
returned to the Company and not revoked will be voted in accordance with
the instructions contained therein. The shares represented by executed
but unmarked proxies will be voted FOR the ten persons nominated for
election as directors referred to herein and on such other business or
matters which may properly come before the Annual Meeting in accordance
with the best judgment of the persons named as proxies in the enclosed
form of proxy. Other than the election of directors, the Board has no
knowledge of any matters to be presented for action by the shareholders at
the Annual Meeting.
Only holders of record of the Company's common stock, $.10 par
value (the "Common Stock"), at the close of business on March 7, 1997 are
entitled to notice of and to vote at the Annual Meeting. On that date,
the Company had outstanding and entitled to vote 30,159,293 shares of
Common Stock, each of which is entitled to one vote per share.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect ten directors
of the Company, each to hold office until the 1998 annual meeting of
shareholders and until his or her successor is duly elected and has
qualified. Set forth below are the Board's nominees to serve as directors
of the Company. Unless shareholders otherwise specify, the shares
represented by the proxies received will be voted in favor of the election
as directors of the ten persons named as nominees herein. The Board has
no reason to believe that any of the listed nominees will be unable or
unwilling to serve as a director if elected. However, in the event that
any nominee should be unable or unwilling to serve, the shares represented
by proxies received will be voted for another nominee selected by the
Board.
The following sets forth certain information, as of March 7,
1997, about each of the Board nominees for election at the Annual Meeting.
Except as otherwise noted, each nominee has engaged in the principal
occupation or employment and has held the offices shown for more than the
past five years.
Principal Occupation; Office, if any,
Director Held in the Company; Other
Name Age Since Directorships
Jameson A. Baxter 53 1991 President, Baxter Associates
(management and financial
consulting); Trustee of The Putnam
Funds; Director of Avondale Financial
Corp.
Donald D. Belcher 58 1994 Chairman since May 1, 1995 and
President and Chief Executive Officer
since January 1, 1995 of the Company;
President and Chief Operating Officer
of the Company from September 1, 1994
to January 1, 1995; Senior Group Vice
President of Avery Dennison Corporation
(diversified manufacturing company)
from 1990 until joining the Company.
George T. Brophy 62 1986 Chairman, President and Chief
Executive Officer of ABT Building
Products Corporation (building
materials) since October, 1992;
Chairman of GTB Enterprises (venture
capital and consulting firm) from
1989 to 1992; Director of ABT
Building Products Corporation.
William J. Cadogan 48 1993 Chairman since November, 1993, Chief
Executive Officer since November,
1991, and President since May, 1990
of ADC Telecommunications, Inc.
(transmission, networking and
broadband connectivity products);
Director of ADC Telecommunications,
Inc. and Pentair Corporation.
Henry T. DeNero 50 1996 Executive Vice President of First
Data Corp. (an information processing
and computer services company) since
1995; Vice Chairman of Dayton Hudson
Corp. (retailing) from 1992 to 1994;
Director of McKinsey & Company
(management consulting) prior thereto.
Richard L. Gunderson 63 1995 Chairman of Aid Association for
Lutherans (fraternal benefit society
providing insurance and financial
services).
Gerald A. Henseler 56 1982 Executive Vice President and Chief
Financial Officer of the Company
since 1992; Senior Vice President,
Chief Financial Officer and Treasurer
of the Company prior thereto.
Bernard S. Kubale 68 1973 Partner, law firm of Foley & Lardner,
Milwaukee, Wisconsin; Director of
Consolidated Papers, Inc. and Schultz
Sav-O-Stores, Inc.
Donald Taylor 69 1988 Associate, Sullivan Associates (a
director candidate search firm) since
1992; Managing Director, USA, Anatar
Investments Limited (international
venture capital specialist) from 1989
to 1992; Director of Harnischfeger
Industries, Inc., Johnson Controls,
Inc. and Superior Services, Inc.
Michael J. Winkler 51 1996 Senior Vice President and Group
General Manager of Compaq Computer
Corporation (computer services) since
1995; Vice President and General
Manager of Toshiba American
Information Systems (computer
services) prior thereto.
Directors are elected by a plurality of the votes cast (assuming
a quorum is present). An abstention from voting will be tabulated as a
vote withheld on the election, and will be included in computing the
number of shares present for purposes of determining the presence of a
quorum, but will not be considered in determining whether each of the
nominees has received a plurality of the votes cast at the Annual Meeting.
A broker or nominee holding shares registered in its name, or the name of
its nominee, which are beneficially owned by another person and for which
it has not received instructions as to voting from the beneficial owner,
has the discretion to vote the beneficial owner's shares with respect to
the election of directors.
THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS
DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE "FOR" ALL NOMINEES. SHARES
OF COMMON STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED
"FOR" ALL NOMINEES.
BOARD OF DIRECTORS
General
The Board held six meetings in 1996. Each director attended at
least 75% of the aggregate of (a) the total number of meetings of the
Board and (b) the total number of meetings held by all committees of the
Board on which the director served during 1996, except for Mr. Cadogan.
The Company has Audit, Compensation, Stock Option and Nominating
Committees of the Board. The Audit Committee currently consists of
Messrs. Brophy, Kubale and Taylor (Chairperson). The principal functions
performed by the Audit Committee, which met two times in 1996, are to meet
with the Company's independent public accountants before the annual audit
to review procedures and the scope of the audit; to review the results of
the audit; to review the financial control mechanisms used by the Company
and the adequacy of the Company's accounting and financial controls; and
to annually recommend to the Board a firm of independent public
accountants to serve as the Company's auditors. The Compensation
Committee currently consists of Ms. Baxter and Messrs. Cadogan, Gunderson,
Kubale (Chairperson), Taylor and Winkler. The principal functions of the
Compensation Committee, which met four times in 1996, are to administer
the Company's deferred compensation plans, Management Incentive Award Plan
and Long Term Incentive Plan; to annually evaluate salary grades and
ranges; to establish guidelines concerning average compensation increases;
and to specifically establish compensation (except for awards under the
Company's equity incentive plans) of all officers, directors and
subsidiary or division presidents. The Stock Option Committee currently
consists of Ms. Baxter (Chairperson) and Messrs. Brophy, Cadogan, DeNero
and Taylor. The principal function of the Stock Option Committee, which
met two times in 1996, is to administer the Company's equity incentive
plans. The Nominating Committee currently consists of Ms. Baxter and
Messrs. Belcher, DeNero, Gunderson (Chairperson) and Kubale. The
principal functions of the Nominating Committee, which met one time in
1996, are to recommend persons to be selected by the Board as nominees for
election as directors; to recommend persons to be elected to fill any
vacancies on the Board; and to consider and recommend to the Board
qualifications for the office of director and policies concerning the term
of office of directors and the composition of the Board. The Nominating
Committee will consider persons recommended by shareholders to become
nominees. Recommendations for consideration by the Nominating Committee
should be sent to the Secretary of the Company in writing together with
appropriate biographical information concerning each proposed nominee.
Director Compensation
Overview of Changes for Fiscal 1997. For fiscal 1997, the
Company made two significant changes in the compensation package provided
to directors. First, the Company adopted a plan that provides that one-
half of the annual retainer fee for directors be paid in Common Stock.
The Board believes that tying an additional portion of director
compensation to the value of the Common Stock is in the best long-term
interests of the Company and its shareholders. Second, the Company
terminated its retirement plan for non-employee directors effective
January 1, 1997. Details regarding these changes are set forth below.
Annual Retainer and Meeting Fees. During fiscal 1996, directors
of the Company, other than full time employees and Mr. Kubale, received an
annual retainer fee of $20,000 plus $1,000 for every meeting of the Board
they attended and $1,000 ($1,250 for the committee chairperson) for every
committee meeting they attended, unless such committee meeting was held in
conjunction with a Board meeting (in which case only the committee
chairperson received a separate meeting fee of $250). For fiscal 1997,
directors of the Company, other than full time employees and Mr. Kubale,
will receive an annual retainer fee of $22,000 ($11,000 of which is
payable in shares of Common Stock). In addition, such directors will be
entitled to receive $1,000 for every Board meeting they attend and $1,000
($1,250 for the committee chairperson) for every committee meeting they
attend. A director may elect to defer all or any part of the cash
compensation he or she is entitled to receive for serving as a director,
in which case the amount deferred will be paid in cash in three annual
installments after such person ceases to be a director and, at the
direction of the director, either will be credited with interest at the
prime rate or will be treated for valuation purposes as if such deferred
compensation had been invested in Common Stock pursuant to the phantom
stock subaccount under the director's deferred compensation plan. The
portion of the retainer fee payable in Common Stock may also be deferred.
Such amount will be credited to the phantom stock subaccount and will
ultimately be paid in cash in the same manner as cash retainer fees which
are deferred.
Director Stock Options. In addition to the compensation
described above, each of Ms. Baxter and Messrs. Brophy, Cadogan,
Gunderson, Kubale and Taylor automatically received an option for 1,500
shares of Common Stock at a per share exercise price of $24.375 on
April 24, 1996 in accordance with the terms of the Company's 1995 Equity
Incentive Plan (the "1995 Plan"). In addition, Messrs. DeNero and Winkler
were each granted an option for 4,500 shares of Common Stock at a per
share exercise price of $21.75 under the 1995 Plan on July 30, 1996, the
date of their election to the Board. Under the terms of the 1995 Plan,
each person when first elected as a non-employee director of the Company
automatically receives an option for 4,500 shares of Common Stock. The
1995 Plan also provides that, subsequent to the initial grant, each non-
employee director (who continues to serve in such capacity) automatically
receives an option to purchase an additional 1,500 shares of Common Stock
on the day after each annual meeting of shareholders; provided, however,
that if a person who is first elected as a non-employee director on the
date of the annual meeting of shareholders receives the initial option
grant under the 1995 Plan on that date, such director will not be entitled
to begin receiving subsequent grants until the day following the next
succeeding annual meeting of shareholders. Options granted to non-
employee directors under the 1995 Plan have a per share exercise price
equal to 100% of the market value of a share of Common Stock on the date
of grant and become exercisable six months after the date of grant, except
that if the non-employee director ceases to be a director by reason of
death, disability or retirement during such six-month period, the option
will become immediately exercisable in full. Options granted to non-
employee directors under the 1995 Plan 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.
On January 11 and February 21, 1996, Ms. Baxter exercised
options granted under the Company's 1991 Stock Option Plan (the "1991
Plan") for 3,000 and 2,250 shares, respectively, and realized an aggregate
gain of $92,663. On January 22, 1996, Mr. Cadogan exercised an option
granted under the 1991 Plan for 4,500 shares and realized a gain of
$31,500; on February 9, 1996, Mr. Taylor exercised an option for 4,500
shares and realized a gain of $61,335; and on March 29, 1996, Mr. Kubale
exercised an option for 6,750 shares and realized a gain of $98,213. No
other options were exercised by non-employee directors during fiscal 1996.
Termination of Retirement Plan. Non-employee directors of the
Company were previously entitled to retirement benefits pursuant to a plan
adopted by the Company. For a non-employee director who was fully vested
under this plan, the annual amount of the benefit was one-half of the
retainer paid to active directors at the time of retirement of the non-
employee director. The retirement benefit was payable for the number of
whole years, up to a maximum of ten, that the director was a non-employee
director of the Company. A non-employee director had no vested interest
in the retirement benefit until the completion of three full years of
service as a non-employee director. At that time, the benefit was 30%
vested, and an additional 10% of the benefit vested with each additional
year of service. Effective January 1, 1997, the director retirement plan
was terminated pursuant to an agreement with the directors. In lieu of
receiving vested benefits thereunder, eligible directors were entitled to
receive shares of Common Stock based on the actuarially determined value
of each eligible director's vested benefits under the plan. Each of the
eligible directors elected to defer his or her stock payment and was
credited with phantom stock units under the director's deferred
compensation plan, which units will ultimately be paid in cash in three
annual installments. Pursuant to the termination of the retirement plan,
Ms. Baxter and Messrs. Brophy, Cadogan, Gunderson, Kubale and Taylor were
credited with 1,310, 2,460, 923, 1,673, 2,638 and 2,830 phantom stock
units, respectively.
STOCK OWNERSHIP
Management
The following table sets forth information, as of March 7, 1997,
regarding beneficial ownership of Common Stock by each director and
nominee, each of the executive officers named in the Summary Compensation
Table set forth below, and all of the directors and executive officers as
a group. Except as otherwise indicated in the footnotes, all of the
persons listed below have sole voting and investment power over the shares
of Common Stock identified as beneficially owned.
Amount and Nature of
Name of Beneficial Owner Beneficial Percent of
Ownership(1)(2) Class
Jameson A. Baxter . . . . . . . 15,375 *
Donald D. Belcher . . . . . . . 87,250(3) *
George T. Brophy . . . . . . . . 15,975 *
William J. Cadogan . . . . . . . 9,300 *
Henry T. DeNero . . . . . . . . . 4,500 *
Richard L. Gunderson . . . . . . 15,000 *
Gerald A. Henseler . . . . . . . 141,210(4) *
Bernard S. Kubale . . . . . . . 14,965 *
Donald Taylor . . . . . . . . . 12,075 *
Allan J. Williamson . . . . . . 230,107(5)(6) *
Michael J. Winkler . . . . . . . 4,981 *
Dennis J. Meyer . . . . . . . . 11,723 *
John E. Tiffany . . . . . . . . 23,967(7) *
Ronald D. Kneezel . . . . . . . . 40,336 *
All directors and executive
officers as a group
(16 persons) . . . . . . . . . 661,373 2.2%
________________
* Less than one percent.
(1) Includes shares subject to currently exercisable options and options
exercisable within 60 days of March 7, 1997 as follows: Ms. Baxter,
5,250 shares; Mr. Belcher, 46,250 shares; Mr. Brophy, 7,500 shares;
Mr. Cadogan, 4,500 shares; Mr. DeNero, 4,500 shares; Mr. Gunderson,
7,500 shares; Mr. Henseler, 35,000 shares; Mr. Kubale, 7,500 shares;
Mr. Taylor, 7,500 shares; Mr. Williamson, 46,500 shares; Mr. Winkler,
4,500 shares; Mr. Meyer, 7,500 shares; Mr. Tiffany, 12,813 shares;
Mr. Kneezel, 26,750 shares; and all directors and executive officers
as a group, 242,563 shares.
(2) Does not include holdings of phantom stock units by non-employee
directors as follows: Ms. Baxter, 1,791 units; Mr. Brophy, 3,054
units; Mr. Cadogan, 1,404 units; Mr. DeNero, 676 units; Mr.
Gunderson, 2,154 units; Mr. Kubale, 2,638 units; and Mr. Taylor,
3,310 units. The value of the phantom stock units is based upon and
fluctuates with the market value of the Common Stock.
(3) Includes 1,000 shares held by Mr. Belcher's spouse. Mr. Belcher
shares voting and investment power over these shares.
(4) Includes 27,915 shares held by Mr. Henseler's spouse and 7,591 shares
held by trusts for the benefit of Mr. Henseler's daughter. Mr.
Henseler shares voting and investment power over these shares.
(5) Includes 2,700 shares held by Mr. Williamson's spouse. Mr.
Williamson shares voting and investment power over these shares.
(6) Mr. Williamson retired as the President of Banta Book Group and as a
director of the Company on October 1, 1996.
(7) Includes 2,680 shares held by Mr. Tiffany's spouse. Mr. Tiffany
shares voting and investment power over these shares.
Other Beneficial Owner
The following table sets forth information, as of December 31,
1996, regarding beneficial ownership by the only person known to the
Company to own more than 5% of the outstanding Common Stock. The
beneficial ownership set forth below has been reported on a filing made on
Schedule 13G with the Securities and Exchange Commission by the beneficial
owner.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
Voting Power Investment Power Percent
Name and Address of
of Beneficial Owner Sole Shared Sole Shared Aggregate Class
<S> <C> <C> <C> <C> <C> <C>
The Capital Group Companies, Inc.(1) 114,000 0 1,982,170 0 1,982,170 6.6%
333 South Hope Street
Los Angeles, CA 90071
______________________________
(1) The Company has been advised that The Capital Group Companies,
Inc. is the parent holding company of six separate investment management
companies, three of which are based in the United States. The Company is
further advised that, at December 31, 1996, one of the U.S.-based entities
exercised investment power over 1,725,000 shares of Common Stock as a
result of acting as an investment adviser to various investment companies.
The Capital Group Companies, Inc. disclaims beneficial ownership of the
shares of Common Stock reflected in the table.
</TABLE>
EXECUTIVE COMPENSATION
Summary Compensation Information
The following table sets forth certain information for each of
the last three fiscal years concerning compensation awarded to, earned by
or paid to certain executive officers of the Company. The persons named
in the table are sometimes referred to herein as the "named executive
officers."
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
Annual Compensation (1)
Awards Payouts
Securities LTIP All Other
Name and Principal Year Salary Underlying Payouts (3) Compensation (4)
Position Options
<S> <C> <C> <C> <C> <C> <C>
Donald D. Belcher 1996 $400,000 $ 0 50,000 $ 0 $3,904
Chairman of the Board, 1995 375,000 244,988 37,500 32,222 98,691
President and Chief 1994 96,250 120,000 67,500 0 17,178
Executive Officer
Gerald A. Henseler 1996 300,000 0 18,000 0 3,288
Executive Vice 1995 287,500 159,074 15,000 51,900 6,264
President 1994 257,000 135,362 12,000 57,498 6,729
and Chief Financial
Officer
Dennis J. Meyer 1996 175,000 0 9,000 0 3,126
Vice President 1995 168,000 86,154 9,000 0 3,783
Marketing and Planning 1994 149,065 78,272 9,000 0 1,554
John E. Tiffany 1996 174,500 0 12,000 0 2,447
Vice President 1995 167,000 75,701 9,750 31,867 3,774
Manufacturing 1994 160,000 68,272 8,250 36,969 3,474
Ronald D. Kneezel 1996 171,000 0 12,000 0 3,034
Vice President, General 1995 162,500 73,661 10,500 30,967 3,389
Counsel and Secretary 1994 155,000 66,139 9,000 35,912 3,854
Allan J. Williamson(5) 1996 182,508 0 0 0 3,004
1995 220,000 142,632 12,000 41,733 3,936
1994 208,000 117,868 12,000 48,222 4,401
_________________________
(1) Certain personal benefits provided by the Company to the named
executive officers are not included in the table. The aggregate
amount of such personal benefits for each named executive
officer in each year reflected in the table did not exceed the
lesser of $50,000 or 10% of the sum of such officer's salary and
bonus in each respective year.
(2) Consists of awards under the Company's Management Incentive
Award Plan, which is a performance-based bonus plan. The bonus
amounts for Mr. Meyer also include a bonus payment of $10,000 in
each of 1995 and 1994 relating to the commencement of his
employment with the Company.
(3) Consists of awards under the Company's Long Term Incentive Plan,
with respect to successive three-year performance periods.
(4) For fiscal 1996, includes Company matching contributions under
the Company's Incentive Savings Plan, which is a profit sharing
plan under Section 401(k) of the Internal Revenue Code, of
$3,000, $3,000, $3,000, $2,375, $3,000 and $3,004 for Messrs.
Belcher, Henseler, Meyer, Tiffany, Kneezel and Williamson,
respectively, and premiums for disability insurance in excess of
the coverage provided other salaried employees in the amounts of
$904, $288, $126, $72, $34 and $0 paid by the Company on behalf
of Messrs. Belcher, Henseler, Meyer, Tiffany, Kneezel and
Williamson, respectively.
(5) Mr. Williamson retired as the President of Banta Book Group and
as a director of the Company on October 1, 1996.
</TABLE>
Stock Options
The Company has in effect equity plans pursuant to which options
to purchase Common Stock may be granted to key employees (including
executive officers) of the Company and its subsidiaries. The following
table presents certain information as to grants of stock options made
during fiscal 1996 to each of the named executive officers, other than Mr.
Williamson who did not receive an option grant due to his retirement.
<TABLE>
<CAPTION>
Option Grants in 1996 Fiscal Year
Individual Grants Grant Date
Value
Percentage of
Number of Total Options Exercise
Securities Granted to or
Underlying Employees in Base Price Grant Date
Options Fiscal Year ($/share) Expiration Present
Name Granted (1) Date Value (2)
<S> <C> <C> <C> <C> <C>
Donald D. Belcher 50,000 11.3% $21.00 10/28/06 $296,000
Gerald A. Henseler 18,000 4.0 21.00 10/28/06 106,560
Dennis J. Meyer 9,000 2.0 21.00 10/28/06 53,280
John E. Tiffany 12,000 2.7 21.00 10/28/06 71,040
Ronald D. Kneezel 12,000 2.7 21.00 10/28/06 71,040
_________________________
(1) The options reflected in the table (which are nonstatutory stock
options for purposes of the Internal Revenue Code) were granted on
October 29, 1996 and vest ratably over the three-year period
following the date of grant. The options are subject to early
vesting in the case of the optionee's death, disability or retirement
after reaching age 65.
(2) The option values presented are based on the Black-Scholes option
pricing model adopted for use in valuing stock options. Material
assumptions and adjustments incorporated in the Black-Scholes model
in estimating the values of the options reflected in the table above
include the following: (a) an exercise price of the option equal to
the fair market value of the underlying stock on the date of grant;
(b) a risk-free rate of return equal to 6.38%, representing the
interest rate on a U.S. Treasury security with a maturity date
corresponding to the term of the option; (c) volatility of 26.2%,
which was calculated using daily Common Stock prices for the five-
year period prior to the date of grant; (d) a dividend yield equal to
2.1%, representing the dividend yield on the Common Stock as of the
date of grant; (e) an option term of ten years; and (f) reductions of
approximately 2.4% to reflect the probability of forfeiture due to
termination prior to vesting and approximately 26% to reflect the
probability of a shortened option term due to termination of
employment prior to the expiration date. The actual value, if any,
that an optionee may realize upon exercise will depend on the excess
of the price of the Common Stock over the option exercise price on
the date that the option is exercised. There is no assurance that
the value realized by an optionee will be at or near the value
estimated under the Black-Scholes model.
</TABLE>
The following table sets forth information regarding the
exercise of stock options by each of the named executive officers during
the 1996 fiscal year and the fiscal year-end value of unexercised options
held by such officers.
<TABLE>
<CAPTION>
Aggregated Option Exercises in 1996
Fiscal Year and Fiscal Year-End Option Values
Number of Securities Value of Unexercised In-the-
Shares Underlying Unexercised Money Options at Fiscal
Acquired Value Options at Fiscal Year-End Year-End (1)
Name on Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Donald D. Belcher . . 0 $ 0 46,250 108,750 $ 58,556 $189,806
Gerald A. Henseler . 5,250 59,298 35,000 34,000 115,395 64,980
Dennis J. Meyer . . . 0 0 7,500 19,500 13,297 36,922
John E. Tiffany . . . 0 0 12,813 22,625 7,633 43,689
Ronald D. Kneezel . . 6,750 78,022 26,750 23,500 94,428 44,797
Allan J. Williamson . 11,250 148,162 46,500 0 132,817 0
__________________
(1) The dollar values are calculated by determining the
difference between the fair market value of the
underlying Common Stock and the exercise price of the
options at exercise or fiscal year-end, as the case
may be.
</TABLE>
Long Term Incentive Plan
During fiscal 1996, each of the named executive officers (other
than Mr. Williamson) was designated as a participant under the Company's
Long Term Incentive Plan (the "LTIP") for the 1996 to 1998 performance
period. Information regarding such participation is set forth below.
Awards, if any, earned for the 1996 to 1998 performance period will be
paid in early 1999.
<TABLE>
<CAPTION>
Long Term Incentive Plan - Participation in 1996 Fiscal Year (1)
Performance or Other Estimated Future Payouts
Period Until
Name Maturation Threshold Target Maximum
or Payout
<S> <C> <C> <C> <C>
Donald D. Belcher . . $ 51,188 $ 102,375 $153,562
Gerald A. Henseler . 1996 to 1998 38,312 76,625 114,938
Dennis J. Meyer . . . Fiscal Years 22,312 44,625 66,938
John E. Tiffany . . . 22,312 44,625 66,938
Ronald D. Kneezel . . 21,906 43,812 65,719
(1) The LTIP provides for cash awards to officers and other key employees
of the Company with respect to successive three-year performance
periods. Awards for a performance period under the LTIP are based
upon attainment of goals established for the Company as a whole with
respect to such performance period. For the 1996 to 1998 performance
period (comparable to prior performance periods), awards will be
based on the achievement of a specified return on equity. Awards
under the LTIP range from 12.5% to 37.5% of a participant's average
base salary during the performance period depending upon whether the
threshold, target or maximum performance goals are achieved. The
estimated future payouts set forth above are based on the average of
the 1996 and 1997 base salaries of the named executive officers.
</TABLE>
Pension Plan Benefits
The following table sets forth the estimated annual pension
benefits payable to a covered participant at normal retirement age under
the Company's Salaried Employees Pension Plan as well as under the
Company's Supplemental Retirement Plan (which, in part, provides benefits
that would otherwise be denied participants by reason of (i) certain
Internal Revenue Code limitations on qualified benefit plans and (ii) the
exclusion of annual bonuses, LTIP payouts and deferred compensation in
calculating benefits under the qualified plan). The benefits that are
payable under the pension and retirement plans are based upon remuneration
that is covered under the plans and years of service with the Company and
its subsidiaries.
<TABLE>
<CAPTION>
Pension Plan Table
Average Monthly Yearly Pension After
Compensation in Specified Years of Service
Five
Highest 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years
Consecutive Years
<S> <C> <C> <C> <C> <C> <C>
$12,000 $ 36,000 $ 46,800 $ 57,600 $ 68,400 $ 79,200 $ 90,000
15,000 45,000 58,500 72,000 85,500 99,000 112,500
18,000 54,000 70,200 86,400 102,600 118,800 135,000
21,000 63,000 81,900 100,800 119,700 138,600 157,500
24,000 72,000 93,600 115,200 136,800 158,400 180,000
27,000 81,000 105,300 129,600 153,900 178,200 202,500
30,000 90,000 117,000 144,000 171,000 198,000 225,000
33,000 99,000 128,700 158,400 188,100 217,800 247,500
36,000 108,000 140,400 172,800 205,200 237,600 270,000
39,000 117,000 152,100 187,200 222,300 257,400 292,500
42,000 126,000 163,800 201,600 239,400 277,200 315,000
</TABLE>
A participant's remuneration covered by the Company's pension
arrangement is such participant's base salary, annual bonus and LTIP
payout. The covered remuneration paid for each of the last three fiscal
years to the named executive officers is set forth in the Summary
Compensation Table under the headings "Salary", "Bonus" and "LTIP
Payouts". As of December 31, 1996, Messrs. Belcher, Henseler, Meyer,
Tiffany and Kneezel had completed 2, 30, 3, 8 and 8 years of credited
service under the Company's pension plans, respectively. At the time of
his retirement, Mr. Williamson had 34 years of credited service. Benefits
shown in the table are computed as a straight single life annuity assuming
retirement at age 65. The benefits reflected in the table are not subject
to reduction for Social Security benefits.
Agreements with Named Executive Officers
The Company has an agreement with Mr. Henseler which provides
for certain benefits in the event of termination of employment after a
change of control of the Company. The principal benefits are: (a) a
bonus under any Company bonus or incentive plan or plans for the year in
which termination occurs; (b) continued salary payments and life insurance
and medical and disability insurance for a maximum of four years, with
reduced payments for a surviving spouse; (c) additional pension benefits
to fully or partially compensate for the reduction of benefits under the
Company's pension plan due to termination of employment; and (d) full
exercise rights for all stock options for three months following
termination of employment. These benefits are made available if Mr.
Henseler's employment is terminated by the Company other than for cause as
defined in the agreements or if he terminates his employment because of
significant changes made in his working conditions or status without his
consent. Continued salary payments and insurance benefits are to be
reduced by corresponding payments and benefits obtained from any successor
employer. The transactions which are deemed to result in a "change of
control" of the Company for purposes of Mr. Henseler's agreement include:
(1) the acquisition of more than 30% of the voting stock of the Company by
any person, organization or group; (2) the sale of all or substantially
all of the Company's business or assets; (3) a consolidation or merger,
unless the Company or a subsidiary is the surviving corporation; (4) the
acquisition of assets or stock of another entity if in connection with the
acquisition new persons become directors of the Company and constitute a
majority of the Board; and (5) the election in opposition to the nominees
proposed by management of two or more directors in any one election on
behalf of any person, organization or group.
The Company also has agreements with Messrs. Belcher, Meyer,
Tiffany, Kneezel and certain other officers and key employees which, in
addition to benefits similar to those described in (a), (c) and (d) above,
provide for continued employment for periods of from one to three years
after a change of control (the "Employment Period") and for lump-sum
termination payments ranging from a minimum of one year's salary and bonus
to a maximum of three year's salary and bonus if employment is terminated
during the Employment Period by the Company (other than for cause or
disability) or by the executive due to significant changes in his working
conditions or status without his consent. The agreements also provide the
foregoing benefits in connection with certain terminations which are
effected in anticipation of a change of control. During the Employment
Period, the executive's employee benefits such as health, accident and
life insurance will be continued until comparable benefits are available
from a new employer. The termination payment and amount of benefits may
be reduced to the extent necessary to avoid an "excess parachute payment"
under the Internal Revenue Code but if, notwithstanding any such
reduction, the executive is required to pay any excise tax, penalties or
interest with respect to the termination payment and benefits, the Company
is required to make a cash payment to him designed to compensate for such
taxes, penalties and interest. In addition, the Company has agreed to pay
Mr. Belcher a severance payment of two year's salary (and continue to
provide health insurance for two years) if his employment with the Company
is terminated other than for cause or disability prior to a change of
control. The Company has also agreed to pay Mr. Belcher an additional
retirement benefit of $15,000 for each year of service up to five years
less the amount he is entitled to receive either under the Company's
Salaried Employees Pension Plan and Supplemental Retirement Plan or
pursuant to the provisions of his termination agreement described above
which provide for the payment of additional pension benefits in the event
of his termination following a change of control. The additional
retirement benefit would be reduced by 50% in the event of Mr. Belcher's
death and would be paid to his spouse for her life.
The Company has deferred compensation plans for key employees in
which the named executive officers are eligible to participate and which
provide for deferral of salary payments. Payments under the deferred
compensation plans generally commence following retirement of the
participant. However, in the event of a change of control, a participant
in the deferred compensation plans will receive a lump sum payment. The
lump sum payment will be equal to the present value of the participant's
future benefits if the participant is receiving benefits at the time of
such change of control or the amount standing to the participant's credit
in his or her deferred compensation account if the participant is not
otherwise entitled to receive benefits at the time of such change of
control. Amounts paid under the Management Incentive Award Plan and the
LTIP also are subject to deferral at the election of the participants.
Payment of such deferred amounts generally begins following the retirement
of the participant and is not subject to acceleration in the event of a
change of control of the Company. The Company has entered into an
executive trust agreement with Firstar Trust Company to provide a means of
segregating assets for the payment of these benefits (as well as benefits
under the Company's Supplemental Retirement Plan), subject to claims of
the Company's creditors. Such trust is only nominally funded until the
occurrence of a potential change of control.
The Company also has an agreement with Mr. Henseler providing
for monthly payments of $2,000 for 120 months in the event that Mr.
Henseler's employment is terminated by the Company or as a result of his
death or if Mr. Henseler retires after age 62. The agreement provides
that Mr. Henseler may designate a beneficiary to receive the payments to
which he is entitled in the event of his death prior to the receipt of any
or all such payments. Payments under the agreement may be forfeited in
the event Mr. Henseler engages in specified competitive activities during
the first four years following his retirement or such termination. In
addition, the Company has an agreement with Mr. Williamson providing for
monthly retirement payments of $3,000 for a period of 120 months following
his October 1, 1996 retirement. In the event of death prior to receipt of
all payments, any remaining payments are to be made to Mr. Williamson's
designated beneficiary or estate. Payments under the agreement may be
forfeited in the event Mr. Williamson engages in specified competitive
activities during the first four years following retirement.
Committee Report on Executive Compensation
The Compensation Committee of the Board is responsible for all
aspects of the Company's compensation package offered to its executive
officers, including the named executive officers, other than for awards
under the Company's equity-based incentive compensation plans. Awards
under the Company's equity-based plans (including the Company's stock
option plans) are made by the Stock Option Committee of the Board. The
following is a joint report of the Compensation Committee and the Stock
Option Committee:
Policies Governing Executive Compensation. The Company's
general policies relating to executive compensation are: (a) to establish
a direct link between executive compensation and the annual, intermediate-
term and long-term performance of the Company; (b) to provide performance-
based compensation opportunities (including equity-based awards) which
allow executive officers to earn rewards for maximizing shareholder value;
(c) to attract and retain the key executives necessary for the Company's
long-term success; and (d) to reward individual initiative and the
achievement of specified goals. In applying these general policies, the
objective of the Compensation Committee and the Stock Option Committee has
been to ensure that a significant portion of the compensation paid to more
senior executive officers, such as the named executive officers, be
incentive-based since these individuals have more control and
responsibility for the Company's direction and performance. The intent of
the Compensation Committee and the Stock Option Committee is that there
would be greater variability in the levels of compensation paid to these
officers which is directly linked to Company performance.
Executive Compensation Package. As reflected under the section
entitled "Executive Compensation," the Company's executive compensation
package currently consists of a mix of salary, bonus awards and stock
option grants as well as benefits under the employee benefit plans offered
by the Company.
In setting and adjusting executive salaries, including the
salaries of the Chief Executive Officer and the other named executive
officers, the Compensation Committee, in conjunction with independent
compensation consultants, has historically compared the base salaries paid
or proposed to be paid by the Company with the ranges of salaries paid by
corporations of similar size relative to the Company and operating in
comparable industries. In addition, in establishing salaries for 1996,
the Compensation Committee reviewed an analysis prepared by the Company's
independent compensation consultants that compared the total compensation
paid by the Company with the total compensation paid by a comparison group
of companies. The companies in the comparison group, which were selected
based on their size and performance compatibility, manufacturing
orientation and geographic diversity, are not solely in the graphic arts
industry and accordingly are not necessarily the companies in the peer
groups identified in the section entitled "Performance Information." It
is the judgment of the Compensation Committee that a review of the
compensation practices of companies with the characteristics of the
comparison group is appropriate in establishing competitive salary ranges
for the Company's executive officers. The relative financial performance
of the companies in the comparison group was considered by the
Compensation Committee in setting base salaries for the Company's
executive officers.
Based on its analysis of comparative data, the Compensation
Committee increased the minimum, midpoint and maximum ranges for each
salary grade by 2.8%. The Compensation Committee also approved a 4.2%
guideline for 1996 executive officer base salary increases, subject to
individual variances to reflect above or below average performance. In
establishing salaries for each individual executive officer, Mr. Belcher,
the Company's Chief Executive Officer, made specific recommendations for
salary adjustments (other than his own) to the Compensation Committee
based on the foregoing guidance provided by the Committee as well as a
review of industry comparables, the level of responsibility delegated to
the particular executive officer, the expertise and skills offered by each
officer and the officer's individual job performance. These various
factors were considered on a case-by-case basis and no specific formula
was used to give any one factor a relative weight as compared to the
others. The Compensation Committee reviewed the foregoing recommendations
and then made final decisions on the base salaries to be paid by the
Company. The Compensation Committee also reviewed and fixed the base
salary of Mr. Belcher for 1996 based on similar competitive compensation
data and individual job performance criteria. The base salary paid to Mr.
Belcher for fiscal 1996 was $400,000.
In addition to base salary, it is the policy of the Compensation
Committee to provide a substantial portion of each executive officer's
total compensation through annual and intermediate-term incentive plans
which provide awards based on Company performance. The purpose of these
plans is to more closely align compensation to the Company's annual and
intermediate-term financial performance and to reward key employees for
the achievement of certain other specified goals.
The Company's Management Incentive Award Plan provides an
opportunity for key employees of the Company (including the Chief
Executive Officer and the other named executive officers) to earn cash
bonus awards in any year in which the Company's return on equity equals or
exceeds 13% and certain other Company-wide and, where appropriate,
divisional goals are achieved. The Company-wide and divisional goals
established under the Management Incentive Award Plan are reviewed and
approved on an annual basis by the Compensation Committee. Under the
Plan, and assuming that the return on equity threshold is achieved, awards
paid to executive officers serving in one of the Company's divisions are
based 25% on the achievement of an established goal for pre-tax earnings
on a Company-wide basis and 75% on the achievement of specific divisional
goals. The divisional goals are tailored on an annual basis to reflect
management's objectives regarding each individual division. In 1996, each
division had as its primary divisional goal a target relating to either
operating income or pre-tax earnings. Executive officers who have
corporate (as compared with divisional) responsibilities are eligible to
receive bonus awards under the Management Incentive Award Plan based on
the Company meeting the return on equity threshold and achieving a pre-tax
earnings target. Awards under the Plan are made on a continuum subject to
minimum, targeted and maximum amounts and reflect varying percentages of
salary based on the individual's respective salary grade. Subject to
certain limitations, special awards may be made to specified participants
even if the return on equity target is not met if the Compensation
Committee determines that such participants contributed substantially to
improved performance. Based on the Company's financial performance, no
bonuses were paid for 1996 to the Company's executive officers under the
Management Incentive Award Plan. Bonuses were paid to certain other
participants under the Plan pursuant to the Compensation Committee's
discretionary authority.
The LTIP is intended to provide intermediate-term performance
incentives for the Company's key employees, including the named executive
officers. The LTIP offers cash awards for the achievement of specified
targets for return on equity over successive three-year performance
periods. The targets are approved by the Compensation Committee in
conjunction with its review of the return on equity achieved by a group of
peer companies in the graphic arts industry. This peer group is not
limited to those companies constituting the peer groups described in the
section entitled "Performance Information." The Compensation Committee
believes that reviewing performance of a broader range of companies is
appropriate in setting performance targets under the LTIP. If performance
targets under the LTIP are met, the magnitude of the awards will be based
on the extent to which goals are achieved or surpassed and the particular
employee's salary grade. For the three-year performance period ended
December 28, 1996, no awards were earned by any participant under the
LTIP.
In addition, the Company's executive compensation package
includes stock option grants. Under the 1995 Plan, the Stock Option
Committee also has the authority to grant, in addition to stock options,
other equity-based awards, including stock appreciation rights, restricted
stock and performance shares. To date, however, only stock options have
been granted under the Company's equity-based plans. Stock options
granted by the Company have a per share exercise price of 100% of the fair
market value of a share of Common Stock on the date of grant and,
accordingly, the value of the option will be dependent on the future
market value of the Common Stock. It has been the policy of the Stock
Option Committee that options should provide a long-term incentive and
align the interests of management with the interests of shareholders.
Prior to 1995, the number of shares of Common Stock subject to
options granted to the Company's executive officers had historically been
based primarily on the relative salary grade of each officer. The amounts
and terms of prior grants were also considered in making new option grants
in each year. Beginning in 1995 and continuing into 1996, prior and
proposed stock option grants to the Company's executive officers were
compared, in consultation with the Company's independent compensation
consultants, with option grants made by a selected group of peer
companies. The peer group companies, some of which are included in the
peer groups described in the section entitled "Performance Information,"
consisted of publishing/manufacturing companies with (a) annual revenues
of $500 million to $1 billion, (b) a market capitalization of between $600
million and $900 million, and (c) a return on invested capital of between
10% and 20%. Based on this comparison group, the Stock Option Committee
made stock option grants to the Company's executive officers at or
slightly above the median level for the peer group companies. Based on
this analysis, Mr. Belcher received an option to purchase 50,000 shares of
Common Stock at a per share exercise price of $21.00. By tying a portion
of each executive officer's overall compensation to stock price through
the grant of options, the Stock Option Committee seeks to enhance its
objective of providing a further incentive to maximize long-term
shareholder value.
In connection with the equity-based plans, the Company endorses
the policy that stock ownership by management is an important factor in
aligning the interests of management and shareholders. The Company has
adopted stock ownership guidelines that are intended to encourage stock
ownership by management. Under these guidelines, management personnel are
expected to own a specified number of shares of Common Stock depending
upon their respective salary grade. These guidelines were adopted in 1994
and are being phased in over a period of years. It is the Stock Option
Committee's intent that an individual's compliance with the stock
ownership guidelines will be considered in determining the size of any
future equity-based grants.
The Company's policy with respect to other employee benefit
plans is to provide competitive benefits to the Company's employees,
including executive officers, to encourage their continued service with
the Company. In the view of the Compensation Committee and the Stock
Option Committee, a competitive benefits package is an essential component
in achieving the Company's goal of being able to attract new key employees
from time to time as events warrant.
Under Section 162(m) of the Internal Revenue Code, the tax
deduction by corporate taxpayers, such as the Company, is limited with
respect to the compensation of certain executive officers unless such
compensation is based upon performance objectives meeting certain
regulatory criteria or is otherwise excluded from the limitation. The
Compensation Committee and the Stock Option Committee currently intend to
qualify compensation paid to the Company's executive officers for
deductibility by the Company under Section 162(m) of the Internal Revenue
Code.
BANTA CORPORATION BANTA CORPORATION
COMPENSATION COMMITTEE STOCK OPTION COMMITTEE
Bernard S. Kubale, Chairperson Jameson A. Baxter, Chairperson
Jameson A. Baxter George T. Brophy
William J. Cadogan William J. Cadogan
Richard L. Gunderson Henry T. DeNero
Donald Taylor Donald Taylor
Michael J. Winkler
Compensation Committee Interlocks and Insider Participation
During 1996 (but prior to July 30, 1996), the Compensation
Committee consisted of Ms. Baxter and Messrs. Brophy, Cadogan, Gunderson,
Kubale (Chairperson) and Taylor. After July 30, 1996, the Compensation
Committee consisted of Ms. Baxter and Messrs. Cadogan, Gunderson, Kubale
(Chairperson), Taylor and Winkler. During 1996, the Stock Option Committee
consisted of Ms. Baxter (Chairperson) and Messrs. Brophy, Cadogan, DeNero
and Taylor. Mr. Kubale is a partner in the law firm of Foley & Lardner,
Milwaukee, Wisconsin. Foley & Lardner has served as legal counsel to the
Company for many years.
PERFORMANCE INFORMATION
Set forth below is a line graph comparing during the last five
years the Company's cumulative total shareholder return with the cumulative
total return of companies in the Standard & Poor's 500 Stock Index and
companies in a peer group selected in good faith by the Company. The
graph also includes a comparison with the five-year performance of the
peer group of companies previously used by the Company. The total return
information presented in the graph assumes the reinvestment of dividends.
For the performance graph set forth below, the Company selected a new peer
group of companies which differs in part from the peer group used in prior
years. The companies in the new peer group are: Big Flower Press
Holdings, Inc.; Cadmus Communications Corp.; Courier Corp.; Devon Group,
Inc.; R. R. Donnelley & Sons Company; Quebecor Inc.; and World Color
Press, Inc. Recently, several of the Company's significant competitors
have become publicly-traded and therefore performance information is now
available for these companies for inclusion in the Company's performance
graph. Given that this more representative performance information is
currently available, the Company believes it is an appropriate time to
reconfigure its peer group. For comparison purposes, the companies in the
peer group previously used by the Company are: American Business Products
Inc.; Bowne and Company Inc.; CSS Industries, Inc.; Cadmus Communications
Corp.; Courier Corp.; Devon Group, Inc.; Ennis Business Forms Inc.;
John H. Harland Company; Reynolds and Reynolds Company; Standard Register
Company; and Waverly, Inc. Duplex Products Inc., which previously was
included in this group, has been removed since it ceased to be publicly
traded in 1996. The returns of each component company in each peer group
have been weighted based on such company's relative market capitalization.
Comparison of Five Year Cumulative Total Return
Among Banta Corporation, S&P 500 Index and Peer Group Companies
[STOCK PERFORMANCE CHART]
December 31,
1991 1992 1993 1994 1995 1996
Banta Value . . . . . . . $100 $144 $192 $163 $241 $191
S&P 500 Composite . . . . 100 108 118 120 165 203
New Peer Group . . . . . 100 134 132 131 177 155
Prior Peer Group . . . . 100 117 138 139 189 242
INDEPENDENT PUBLIC ACCOUNTANTS
On January 28, 1997, the Board selected the firm of Arthur
Andersen LLP, which served as independent certified public accountants for
the fiscal year ended December 28, 1996, to serve in such capacity for the
current fiscal year. It is expected that representatives of such firm
will be present at the Annual Meeting to answer appropriate questions and,
if they so desire, to make a statement.
OTHER MATTERS
Solicitation Expenses
All expenses of solicitation of proxies will be borne by the Company.
In addition to soliciting proxies by mail, proxies may be solicited
personally and by telephone by certain officers and regular employees of
the Company. The Company has retained D. F. King & Co., Inc. to assist in
the solicitation of proxies, and expects to pay such firm a fee of
approximately $3,000 plus out-of-pocket expenses. Brokers, nominees and
custodians who hold Common Stock in their names and who solicit proxies
from the beneficial owners will be reimbursed by the Company for out-of-
pocket and reasonable clerical expenses.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors to file reports of ownership and changes
of ownership with the Securities and Exchange Commission. The regulations
of the Securities and Exchange Commission require the officers and
directors to furnish the Company with copies of all Section 16(a) forms
they file. Based on such forms, the Company believes that all its
officers and directors have complied with the Section 16(a) filing
requirements.
SHAREHOLDER PROPOSALS
A shareholder who intends to present a proposal for action at any
annual meeting and who desires that such proposal be included in the
Company's proxy materials must submit the proposal to the Company in
advance of the meeting. Proposals for the annual meeting to be held in
1998 must be received by the Company at its principal office no later than
November 14, 1997. In addition, a shareholder who otherwise intends to
present business at any annual meeting (including nominating persons for
election as directors) must comply with, among other things, the notice
requirements set forth in the Company's By-laws.
By Order of the Board of Directors
BANTA CORPORATION
/s/ Ronald D. Kneezel
Ronald D. Kneezel
Secretary
THE COMPANY WILL FURNISH TO ANY SHAREHOLDER, WITHOUT CHARGE, A COPY
OF ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR 1996. REQUESTS FOR
THE FORM 10-K MUST BE IN WRITING AND ADDRESSED TO GERALD A. HENSELER,
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, BANTA CORPORATION,
P.O. BOX 8003, MENASHA, WISCONSIN 54952.
<PAGE>
BANTA CORPORATION
Proxy for Annual Meeting of Shareholders to be held April 22, 1997
The undersigned constitutes and appoints DONALD D. BELCHER AND RONALD D.
KNEEZEL, or either of them, the true and lawful proxies of the under-
signed, with full power of substitution, to vote as designated below, all
shares of Banta Corporation which the undersigned is entitled to vote at
the annual meeting of shareholders of such corporation to be held at the
Paper Valley Hotel & Conference Center, 333 West College Avenue, Appleton,
Wisconsin on April 22, 1997, at 2:00 P.M. Central Time, and at all adjourn-
ments or postponements thereof.
1. ELECTION OF DIRECTORS [_] FOR all nominees [_] WITHHOLD AUTHORITY
listed below to vote for all
(except as marked nominees listed
to the contrary below) below
Jameson A. Baxter, Donald D. Belcher, George T. Brophy, William J.
Cadogan, Henry T. DeNero, Richard L. Gunderson, Gerald A. Henseler,
Bernard S. Kubale, Donald Taylor and Michael J. Winkler
(INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name on the space provided below.)
2. In their discretion upon all such other business as may properly come
before the meeting.
The undersigned hereby revokes any other proxy heretofore executed by
the undersigned for the meeting and acknowledges receipt of notice of
the annual meeting and the proxy statement.
(Please sign on the other side)
PROXY NO. (Continued on the other side) NO. OF SHARES
The shares represented by this proxy when properly executed will be voted
in the manner directed herein by the undersigned shareholder; but, if no
direction is indicated, this proxy will be voted FOR Item 1.
DATE: , 1997
Signature
Signature if held jointly
Please sign exactly as your name
appears on your stock certificate.
Joint owners should each sign
personally. A corporation should
sign full corporate name by duly
authorized officers and affix
corporate seal. When signing as
attorney, executor, administrator,
trustee or guardian, give full title
as such.
PLEASE SIGN AND MAIL PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BANTA CORPORATION.
