SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. ____)
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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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.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Check box if any part of the fee is offset as provided by Exchange
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<PAGE>
BANTA CORPORATION
225 Main Street
Menasha, Wisconsin 54952
Notice of Annual Meeting of Shareholders
To Be Held April 28, 1998
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 28, 1998, at 2:00 p.m., Central Time, for the following purposes:
1. To elect nine 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 6, 1998 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 20, 1998
<PAGE>
BANTA CORPORATION
225 Main Street
Menasha, Wisconsin 54952
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 28, 1998
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 20, 1998, in
connection with a solicitation of proxies by the Board for use at the
annual meeting of shareholders to be held on Tuesday, April 28, 1998, 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 nine 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 6, 1998 are
entitled to notice of and to vote at the Annual Meeting. On that date,
the Company had outstanding and entitled to vote 29,727,419 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 nine
directors of the Company, each to hold office until the 1999 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 nine 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 6,
1998, 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
Director any, Held in the Company; Other
Name Age Since Directorships
Jameson A. Baxter 54 1991 President, Baxter Associates, Inc.
(management and financial
consulting); Trustee of The Putnam
Funds; Director of Avondale
Financial Corporation.
Donald D. Belcher 59 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;
Director of Hunt Corporation.
George T. Brophy 63 1986 Chairman, President and Chief
Executive Officer of ABT Building
Products Corporation (building
materials); Director of ABT Building
Products Corporation.
William J. Cadogan 49 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., Excel Switching Corp. and
Pentair Corporation.
Henry T. DeNero 52 1996 Executive Vice President of First
Data Corporation (an information
processing and computer services
company) since 1995; Vice Chairman
of Dayton Hudson Corporation
(retailing) from 1992 to 1994.
Richard L. Gunderson 64 1995 Chairman of Aid Association for
Lutherans (fraternal benefit society
providing insurance and financial
services).
Gerald A. Henseler 57 1982 Executive Vice President and Chief
Financial Officer of the Company.
Bernard S. Kubale 69 1973 Partner, law firm of Foley &
Lardner, Milwaukee, Wisconsin;
Director of Consolidated Papers,
Inc. and Schultz Sav-O-Stores, Inc.
Michael J. Winkler 52 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 1997. 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 1997.
The Company has Audit, Compensation, Stock Option and Nominating
Committees of the Board. The Audit Committee consists of Messrs. Brophy
and Kubale and Donald Taylor (Chairperson). Mr. Taylor will retire as a
director of the Company effective at the time of the Annual Meeting. The
principal functions performed by the Audit Committee, which met three
times in 1997, 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 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
1997, are to administer the Company's deferred and incentive compensation
plans; 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 consists of Ms. Baxter
(Chairperson) and Messrs. Brophy, Cadogan, DeNero and Taylor. The
principal function of the Stock Option Committee, which met three times in
1997, is to administer the Company's equity incentive plans. The
Nominating Committee consists of Ms. Baxter and Messrs. Belcher, DeNero,
Gunderson (Chairperson) and Kubale. The principal functions of the
Nominating Committee, which met two times in 1997, 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. The Company's By-laws also
set forth certain requirements for shareholders wishing to directly
nominate director candidates for consideration by the shareholders. With
respect to an election of directors to be held at an annual meeting, a
shareholder must, among other things, give written notice of an intent to
make such a nomination to the Secretary of the Company in advance of the
meeting in compliance with the terms and within the time period specified
in the By-laws.
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. For fiscal 1997, directors of
the Company, other than full time employees and Mr. Kubale, received an
annual retainer fee of $22,000 ($11,000 of which was payable in shares of
Common Stock). In addition, such directors were paid a fee of $1,000 for
every Board meeting they attended and $1,000 ($1,250 for the committee
chairperson) for every committee meeting they attended. 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, DeNero,
Gunderson, Kubale, Taylor and Winkler automatically received an option for
1,500 shares of Common Stock at a per share exercise price of $25.375 on
April 23, 1997 in accordance with the terms of the Company's 1995 Equity
Incentive Plan (the "1995 Plan"). 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 February 11, 1997, Ms. Baxter exercised an option granted
under the Company's 1991 Stock Option Plan (the "1991 Plan") for 2,250
shares and realized a gain of $18,000; on April 1, 1997, Mr. Kubale
exercised an option for 2,250 shares granted under the 1991 Plan and
realized a gain of $23,625; on April 2, 1997, Mr. Brophy exercised an
option granted under the 1991 Plan for 2,250 shares and realized a gain of
$23,625; and on April 16, 1997, Mr. Taylor exercised an option granted
under the 1991 Plan for 2,250 shares and realized a gain of $24,469. No
other options were exercised by non-employee directors during fiscal 1997.
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 6, 1998,
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. As of March 6, 1998, no director or executive officer of the
Company beneficially owned one percent or more of the Common Stock and the
directors and executive officers as a group beneficially owned 1.7% of the
Common Stock. 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 Ownership(1)(2)
Jameson A. Baxter . . . . . . . . . . 16,875
Donald D. Belcher . . . . . . . . . . 150,166(3)
George T. Brophy . . . . . . . . . . . 17,475
William J. Cadogan . . . . . . . . . . 10,800
Henry T. DeNero . . . . . . . . . . . . 8,300
Richard L. Gunderson . . . . . . . . . 16,500
Gerald A. Henseler . . . . . . . . . . 137,893(4)
Bernard S. Kubale . . . . . . . . . . 13,518
Donald Taylor . . . . . . . . . . . . 12,271(5)
Michael J. Winkler . . . . . . . . . . 7,481
John E. Tiffany . . . . . . . . . . . 27,206(6)
Dennis J. Meyer . . . . . . . . . . . . 22,308
Ronald D. Kneezel . . . . . . . . . . . 43,499
All directors and executive
officers as a group (15 persons) . . 524,656
________________
(1) Includes shares subject to currently exercisable options and options
exercisable within 60 days of March 6, 1998 as follows: Ms. Baxter,
4,500 shares; Mr. Belcher, 109,166 shares; Mr. Brophy, 6,750 shares;
Mr. Cadogan, 6,000 shares; Mr. DeNero, 6,000 shares; Mr. Gunderson,
9,000 shares; Mr. Henseler, 38,500 shares; Mr. Kubale, 4,500 shares;
Mr. Taylor, 6,750 shares; Mr. Winkler, 6,000 shares; Mr. Tiffany,
14,626 shares; Mr. Meyer, 18,000 shares; Mr. Kneezel, 27,500 shares;
and all directors and executive officers as a group, 279,125 shares.
(2) Does not include holdings of phantom stock units by non-employee
directors as follows: Ms. Baxter, 2,424 units; Mr. Brophy, 4,446
units; Mr. Cadogan, 1,846 units; Mr. DeNero, 1,899 units; Mr.
Gunderson, 2,614 units; Mr. Kubale, 2,700 units; Mr. Taylor, 3,593
units; and Mr. Winkler, 409 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 7,661 shares
held by trusts for the benefit of Mr. Henseler's daughter. Mr.
Henseler shares voting and investment power over these shares.
(5) Mr. Taylor will retire as a director of the Company effective at the
time of the Annual Meeting.
(6) Includes 3,164 shares held by Mr. Tiffany's spouse. Mr. Tiffany
shares voting and investment power over these shares.
Other Beneficial Owners
The following table sets forth information, as of December 31,
1997, regarding beneficial ownership by the only persons known to the
Company to own more than 5% of the outstanding Common Stock. The
beneficial ownership set forth below has been reported on filings made on
Schedule 13G with the Securities and Exchange Commission by the beneficial
owners.
Amount and Nature of Beneficial Ownership
Name and Address Voting Power Investment Power
of Beneficial Owner Sole Shared Sole Shared Aggregate Class
The Capital Group
Companies, Inc.(1)
333 South Hope Street
Los Angeles, CA 90071 151,000 0 1,932,180 0 1,932,180 6.5%
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020 1,639,850 0 1,752,600 0 1,752,600 5.9%
FMR Corp.(2)
82 Devonshire Street
Boston, MA 02109 123,500 0 1,605,100 0 1,605,100 5.4%
______________________________
(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, 1997, one of the U.S.-based entities
exercised investment power over 1,650,000 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.
(2) The Company has been advised that FMR Corp. is the parent
holding company of Fidelity Management & Research Company, an investment
adviser to various investment companies, and Fidelity Management Trust
Company, an investment manager of institutional accounts. The shares of
Common Stock reflected in the table are beneficially owned by the above-
referenced subsidiaries of FMR Corp.
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>
Summary Compensation Table
<CAPTION>
Long Term Compensation
Annual Compensation (1) Awards
Securities Payouts
Underlying LTIP All Other
Name and Principal Position Year Salary Bonus Options Payouts(2) Compensation(3)
<S> <C> <C> <C> <C> <C> <C>
Donald D. Belcher 1997 $419,000 $ 0 55,000 $ 0 $ 3,200
Chairman of the Board, 1996 400,000 0 50,000 0 3,904
President and Chief 1995 375,000 244,988 37,500 32,222 98,691
Executive Officer
Gerald A. Henseler 1997 313,000 0 18,000 0 3,200
Executive Vice President 1996 300,000 0 18,000 0 3,288
and Chief Financial Officer 1995 287,500 159,074 15,000 51,900 6,264
John E. Tiffany 1997 182,500 0 12,000 0 2,375
Vice President 1996 174,500 0 12,000 0 2,447
Manufacturing 1995 167,000 75,701 9,750 31,867 3,774
Dennis J. Meyer 1997 182,000 0 10,000 0 3,167
Vice President 1996 175,000 0 9,000 0 3,126
Marketing and Planning 1995 168,000 86,154 9,000 0 3,783
Ronald D. Kneezel 1997 179,500 0 12,000 0 3,167
Vice President, General 1996 171,000 0 12,000 0 3,034
Counsel and Secretary 1995 162,500 73,661 10,500 30,967 3,389
_________________________
(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 $50,000 or 10% of the sum of such officer's salary and bonus in each respective year.
(2) Consists of awards under the Company's Long Term Incentive Plan, with respect to successive three-year performance
periods. The Long Term Incentive Plan has been discontinued.
(3) For fiscal 1997, consists of Company matching contributions under the Company's Incentive Savings Plan, which is a
profit sharing plan under Section 401(k) of the Internal Revenue Code.
</TABLE>
Stock Options
The Company has in effect equity plans pursuant to which options
to purchase Common Stock may be granted to key employees (including
executive officers) of the Company and its subsidiaries. The following
table presents certain information as to grants of stock options made
during fiscal 1997 to each of the named executive officers.
<TABLE>
Option Grants in 1997 Fiscal Year
<CAPTION>
Grant Date
Individual Grants Value
Percentage of
Number of Total Options
Securities Granted to Exercise or Grant Date
Underlying Employees in Base Price Expiration Present
Name Options Granted (1) Fiscal Year ($/share) Date Value (2)
<S> <C> <C> <C> <C> <C>
Donald D. Belcher . . . . . . . . 55,000 13.7% $26.375 10/27/07 $407,000
Gerald A. Henseler . . . . . . . 18,000 4.5 26.375 10/27/07 133,200
John E. Tiffany . . . . . . . . . 12,000 3.0 26.375 10/27/07 88,800
Dennis J. Meyer . . . . . . . . 10,000 2.5 26.375 10/27/07 74,000
Ronald D. Kneezel . . . . . . . . 12,000 3.0 26.375 10/27/07 88,800
________________________
(1) The options reflected in the table (which are nonstatutory stock options for purposes of the Internal Revenue Code) were
granted on October 28, 1997 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 6.03%, representing the interest
rate on a U.S. Treasury security with a maturity date corresponding to the term of the option; (c) volatility of 24.1%,
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 1.82%, 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 7.79% to reflect the probability of forfeiture due to termination prior to
vesting and approximately 17.69% 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 1997 fiscal year and the fiscal year-end value of unexercised options
held by such officers.
<TABLE>
Aggregated Option Exercises in 1997
Fiscal Year and Fiscal Year-End Option Values
<CAPTION>
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 $ 0 109,166 100,834 $ 487,004 $ 278,546
Gerald A. Henseler . 13,500 134,325 38,500 35,000 163,800 98,250
John E. Tiffany . . . 9,562 54,479 14,626 23,250 54,180 65,500
Dennis J. Meyer . . . 0 0 18,000 19,000 80,970 50,250
Ronald D. Kneezel . . 11,250 124,593 27,500 23,500 118,070 65,500
__________________
(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>
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 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 cash
incentive awards 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.
Pension Plan Table
Average Monthly
Compensation in
Five Highest Yearly Pension After
Consecutive Specified Years of Service
Years 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years
$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
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, 1997, Messrs. Belcher, Henseler, Tiffany,
Meyer, and Kneezel had completed 3, 31, 9, 4 and 9 years of credited
service under the Company's pension plans, respectively. 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, Tiffany,
Meyer, 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
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 and cash incentive compensation. 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. 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.
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
senior executive officers, such as the named executive officers, be
incentive-based since these individuals have significant 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. 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
group 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.
Based on its analysis of comparative data, the Compensation
Committee increased the minimum, midpoint and maximum ranges for each
salary grade by 2.5%. The Compensation Committee also approved a 4.5%
guideline for 1997 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 1997 based on similar competitive compensation
data and individual job performance criteria. The base salary paid to Mr.
Belcher for fiscal 1997 was $419,000.
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.
During 1997, the Company had in effect a Management Incentive
Award Plan (the "MIAP"). The MIAP provided an opportunity for key
employees of the Company (including the Chief Executive Officer and the
other named executive officers) to earn cash bonus awards if the Company's
return on equity equaled or exceeded 13% and certain other Company-wide
and, where appropriate, operating group goals were achieved. The Company-
wide and operating group goals established under the MIAP were reviewed
and approved on an annual basis by the Compensation Committee. Under the
MIAP for 1997, and assuming that the return on equity threshold was
achieved, awards paid to executive officers serving in one of the
Company's operating groups generally were to be 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 operating group goals. The
operating group goals were tailored to reflect management's objectives
regarding each individual operating group. In 1997, each operating group
had as its primary operating group goal targets relating to (a) operating
income or pre-tax earnings and (b) economic profit. During 1997,
executive officers who had corporate (as compared with operating group)
responsibilities were eligible to receive bonus awards under the MIAP
based on the Company meeting the return on equity threshold and achieving
pre-tax earnings and economic profit targets. The MIAP provided that
awards thereunder be 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 to specified participants were permitted under the MIAP
even if the return on equity target was not met if the Compensation
Committee determined that such participants contributed substantially to
improved performance. Despite improved operating performance, the Company
did not reach its MIAP thresholds and accordingly no bonuses were paid for
1997 to the Company's executive officers under the MIAP. Bonuses were
paid to certain other participants under the MIAP pursuant to the
Compensation Committee's discretionary authority.
During 1997, the Company also had in effect a Long Term
Incentive Plan (the "LTIP"). The LTIP was intended to provide
intermediate-term performance incentives for the Company's key employees,
including the named executive officers. The LTIP offered cash awards for
the achievement of specified targets for return on equity over successive
three-year performance periods. The targets were 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 was not limited to those companies constituting the peer
group described in the section entitled "Performance Information." The
Compensation Committee believed that reviewing performance of a broader
range of companies was appropriate in setting performance targets under
the LTIP. Assuming performance targets under the LTIP were met, the
magnitude of the awards was based on the extent to which goals were
achieved or surpassed and the particular employee's salary. For the
three-year performance period ended January 3, 1998, no awards were earned
by any participant under the LTIP.
Effective January 1, 1998, the Compensation Committee adopted
the Banta Corporation Economic Profit Incentive Compensation Plan (the "EP
Incentive Plan") to replace the MIAP. The EP Incentive Plan emphasizes
economic value creation which occurs when a business generates a financial
return that exceeds the total cost of capital employed. The Compensation
Committee believes that an analysis based on economic profit provides a
better benchmark for evaluating and rewarding management's performance
than the bonus formula under the MIAP. Specifically, the EP Incentive
Plan defines economic profit as the difference between (a) net operating
profit after tax and (b) the charge for capital employed in the business.
The EP Incentive Plan is designed to reward executive officers and key
managers for productive use of Company assets, reduction of costs and
creation of efficiencies throughout the Company's organization. Under the
EP Incentive Plan, target bonuses calculated as a percentage of salary are
fixed by the Compensation Committee. Awards paid to participants serving
in an identified "value center" (e.g., a specific operating group) under
the EP Incentive Plan are based in part on total Company performance with
the remainder of the award based on the performance of the respective
value center(s). Awards to participants with corporate responsibilities
are based entirely on Company performance. Target economic profit levels
have been established by the Committee and will adjust on an annual basis
by a predetermined formula subject to Committee approval. The EP
Incentive Plan also incorporates a "bonus bank" into which that portion of
an award, if any, in excess of 200% of target is credited. Such bonus
amounts are thereafter scheduled to be paid out over time, but remain "at
risk" and subject to total loss or partial offset depending on future
Company and value center performance as determined under the EP Incentive
Plan. Depending upon performance, the bonus bank may have a negative
balance that would need to be offset before payments could be made from
the bank. Participants under the EP Incentive Plan will first be eligible
to receive awards thereunder for performance relating to the fiscal year
ending January 2, 1999.
The Compensation Committee also adopted, effective January 1,
1998, the Banta Corporation Economic Profit Long-Term Incentive
Compensation Plan (the "EP Long-Term Plan") as a successor to the LTIP.
The EP Long-Term Plan is similar to the EP Incentive Plan. Awards paid
under the EP Long-Term Plan are paid based entirely on Company performance
and are paid out in three annual installments. The payouts which are
deferred remain "at risk" and subject to total loss or partial offset
depending on future Company performance. Similar to the EP Incentive
Plan, the EP Long-Term Plan contemplates that the bonus bank may have a
negative balance based on the performance levels achieved. The Committee
believes that employing an economic profit formula to provide long-term
incentive opportunities for management personnel provides a more favorable
link to the goal of maximizing long-term shareholder value than was
offered by the LTIP. Participants under the EP Long-Term Plan will first
be eligible to receive awards thereunder for performance relating to the
fiscal year ending January 2, 1999.
In addition to the foregoing annual and long-term incentive
plans, 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.
In determining proposed stock option grants to be made to the
Company's executive officers, the Stock Option Committee compares, in
consultation with the Company's independent compensation consultants,
option grants made by a selected group of peer companies. In 1997, the
peer group companies, some of which are included in the peer group
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 slightly above
the median level for the peer group companies. Based on this analysis,
Mr. Belcher received an option to purchase 55,000 shares of Common Stock
at a per share exercise price of $26.375. 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. The Stock Option Committee considers
an individual's compliance with the stock ownership guidelines in
determining the size of 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 1997, the Compensation Committee consisted of Ms. Baxter
and Messrs. Cadogan, Gunderson, Kubale (Chairperson), Taylor and Winkler.
During 1997, 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 total return information presented in the graph assumes the
reinvestment of dividends. The companies in the 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. The returns of each company in the 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,
1992 1993 1994 1995 1996 1997
Banta Value . . . . . . $100 $133 $113 $167 $132 $159
S&P 500 Composite . . . 100 110 112 153 189 251
Peer Group . . . . . . 100 98 97 132 114 135
INDEPENDENT PUBLIC ACCOUNTANTS
On February 3, 1998, the Board selected the firm of Arthur
Andersen LLP, which served as independent certified public accountants for
the fiscal year ended January 3, 1998, 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
1999 must be received by the Company at its principal office no later than
November 20, 1998. 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 1997. 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>
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BANTA CORPORATION
Proxy for Annual Meeting of Shareholders to be held April 28, 1998
The undersigned constitutes and appoints DONALD D. BELCHER AND
RONALD D. KNEEZEL, or either of them, the true and lawful proxies of the
undersigned, 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 28, 1998, at 2:00 P.M., Central
Time, and at all adjournments or postponements thereof.
1. ELECTION OF DIRECTORS [_] FOR all nominees [_] WITHHOLD
listed below AUTHORITY
(except as marked to vote for all
to the contrary nominees listed
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 and Michael J. Winkler
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
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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 from 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:___________________________, 1998
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.
