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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-6187
BANTA CORPORATION
(Exact name of registrant
as specified in its charter)
Wisconsin 39-0148550
(State or other jurisdiction (IRS Employer
of incorporation or organization) I.D. Number)
225 Main Street, Menasha, Wisconsin 54952
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 751-7777
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
None on which registered
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
Rights to Purchase Common Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. (X)
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
Aggregate market value of voting stock held by non-affiliates of the
registrant as of March 8, 1996: $824,361,651.
Number of shares of common stock outstanding March 8, 1996:
30,905,565.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Shareholders for year ended December 30, 1995
(incorporated into Parts I and II).
(2) Definitive Proxy Statement for annual meeting of shareholders to
be held on April 23, 1996 (incorporated into Part III).
PART I
Item 1. Business.
General.
Banta Corporation (the "Corporation"), together with its subsidiaries,
is one of the larger printing organizations in the United States,
providing a broad range of printing and graphic arts services. The
Corporation was incorporated in Wisconsin in 1901. Its principal
executive offices are located at 225 Main Street, Box 8003, Menasha,
Wisconsin, 54952-8003. The Corporation had a total of 5,700 employees at
the end of fiscal 1995.
The Corporation operates in one business segment-Printing Services.
Market classifications of the Corporation's sales are commercial
(catalogs, direct mail and single-use products); books (educational,
general, trade, data manuals and project management services); magazines;
and other (digital imaging services, production of point-of-purchase
displays and security products). At the end of fiscal 1995, the
Corporation's operations were conducted at 30 production facilities in the
United States located in Wisconsin, Minnesota, California, Colorado,
Connecticut, Illinois, Massachusetts, Missouri, North Carolina, Utah,
Virginia and Washington and at five European production facilities located
in Ireland, Scotland, and The Netherlands.
The following table sets forth the approximate percentage of
consolidated net sales contributed by each class of similar products and
services which accounted for ten percent or more of consolidated net sales
for any of the last three fiscal years.
1995 1994 1993
Commercial 47% 46% 44%
Books 34 32 34
Magazines 11 12 12
Other 8 10 10
----- ----- -----
TOTAL 100% 100% 100%
----- ----- -----
In October 1995, the Corporation acquired B.G. Turnkey Services
Limited ("B.G. Turnkey"). B.G. Turnkey, which has been included in the
book market classification since the acquisition date, reported sales for
1994 of approximately $160 million. The purchase price consisted of
236,765 shares of the Corporation's common stock and approximately $21
million of the Corporation's debentures which were called and prepaid in
December 1995. The Corporation also paid $3.2 million to former
shareholders of B.G. Turnkey in exchange for a covenant not to compete.
During 1995, the Corporation purchased Applied Technology Corporation,
which serves the single-use health care market, and New Frontiers
Information Corporation, which provides customers with online solutions
for distributing catalogs and direct marketing materials via the
Internet's World Wide Web. The combined purchase price for these two
acquisitions was approximately $9.0 million.
In August 1994, the Corporation completed its acquisition of United
Graphics Inc. ("UGI") for approximately $9.5 million in cash and a $1.5
million note. The Corporation also paid $4 million to former shareholders
of UGI in exchange for a covenant not to compete. UGI, which has been
included in the book market classification since the acquisition date,
reported sales for its fiscal year prior to acquisition of approximately
$28 million.
In March 1994, the Corporation purchased substantially all of the
assets of Danbury Printing & Litho, Inc. ("Danbury"). The purchase price
consisted of $16.3 million in cash plus the assumption of selected
liabilities. Danbury, which has been included in the commercial market
classification since the acquisition date, reported sales of approximately
$35 million in 1993.
Customers.
The Corporation sells its products and services to a large number of
customers and ordinarily does not have long-term contracts with its
customers. Production agreements covering one to three years are,
however, more frequent for magazine and catalog production. Substantially
all sales are made to customers through employees of the Corporation and
its subsidiaries based on customer specifications. The fifteen largest
customers accounted for approximately 25%, 23% and 25% of net sales
during 1995, 1994 and 1993, respectively. No customer accounted for more
than 10% of the Corporation's net sales in 1995, 1994 or 1993. In the
opinion of management, the loss of any single customer would not have a
material long-term adverse effect on the Corporation.
Backlog.
The Corporation is primarily a manufacturing services company and
provides its customers with printing, converting and other services. Lead
time for services varies, depending upon the type of customer, the
industry being serviced and seasonal factors. Backlogs would be expressed
in terms of time scheduled on equipment and not dollar value.
Consequently, the dollar value of backlog is not readily available.
Markets Served.
Below is a description of the primary markets the Corporation serves:
- Commercial
The Corporation produces catalogs primarily for the consumer,
industrial and retail catalog markets. Bindery services provide ink-jet
labeling and demographic binding (which allows several different versions
of the same catalog to be bound simultaneously). Distribution services
provided by various Banta operating units, including computerized mail
distribution planning systems which assist the Corporation's customers in
minimizing postage costs, are an integral part of catalog printing
services.
Printed materials for direct marketing customers are provided by three
Banta units. These products vary in format and size and include magazine
and catalog inserts, bill stuffers, brochures, booklets, cards and target
market products designed to sell a product or solicit a response. Over the
past two years, the Corporation has invested in imaging equipment which
personalizes direct mail pieces at press speeds. This capability is
becoming increasingly important to customers and the Corporation expects
to make additional investments in this important technology. The
Corporation's acquisition of Danbury in 1994 improved its ability to
provide direct marketing materials to customers in the Northeastern United
States. These three units experienced higher levels of utilization in 1995
than in 1994, which contributed to increased sales in this market.
Catalog and direct marketing materials are primarily distributed
through the United States Postal Service ("USPS") as third class or bulk
rate mail. The substantial escalation in postage rates, which increased
by in excess of 14% effective January 1, 1995, significantly impacted the
cost of doing business for the Corporation's customers, particularly when
combined with the increases in paper prices (see Raw Materials section
below).
One of the Corporation's subsidiaries, Ling Products, Inc., provides
printed products to the fast-food industry and converts poly film and
paper into single-use products for the food service industry and health
care industry. In addition, Ling Products extrudes films, using both cast
and blown extruders, for use in its manufacturing processes and for sale
to external customers. Its health care products include plastic garment
covers, examination gowns, stretcher sheets, examination table paper,
pillow covers, and gloves for personnel who come into contact with
patients having highly communicable diseases. The acquisition of Applied
Technology Corporation in 1995 expanded the health care product offerings
to include disposable thermometer sheaths, dental camera covers, cotton-
tipped applicators and tongue depressors.
- Books
The Corporation prints consumable elementary and high school workbooks
and other products for publishers of educational and general book markets
including textbooks (primarily soft cover), testing materials and
paperbound books. Print opportunities in the consumable educational
workbook market have decreased during the last several years. Publisher
consolidations have resulted in fewer companies offering educational
products which has reduced the number of projects printed. Additionally,
the effort to improve the nation's educational system has prompted schools
to try alternate teaching methods. Some of these efforts have replaced
consumable workbooks with other instructional materials.
To reduce its concentration in the elementary and high school markets,
the Corporation has increased its marketing efforts relating to other
softcover books including college texts, general books, data manuals and
software documentation for the computer industry. The Corporation's
operating units serving the computer equipment and software industries
print manuals, using both offset printing and high speed photocopying, and
offer complete turnkey services including computer disk replication,
product packaging and distribution. The acquisition of B.G. Turnkey in
1995 increased the Corporation's product offerings to include project
management, procurement, packaging, assembly and fulfillment services for
computer software and hardware manufacturers primarily in Europe. This
acquisition will also enable the Corporation to help meet customers'
international distribution needs. The Corporation's acquisition of UGI in
1994 enhanced its ability to service software publishers in the
Northwestern United States.
The Corporation's book units also produce multimedia products for
educational publishers, industry and professional and trade associations.
Other customers include publishers of trade books, calendars,
religious books, cookbooks and manuals.
- Magazines
The Corporation's two plants serving the magazine market print, sort
and mail magazines representing more than 500 different titles. These
magazines include primarily short-to-medium run publications (usually less
than 350,000 copies) which are generally distributed to subscribers by
mail. The Corporation's magazine customers are primarily publishers of
specialty magazines, including religious, business and professional
journals and hobby, craft and sporting publications. The Corporation began
provides its customers with computerized mailing list and distribution
services.
The January 1, 1995 postage rate increase and increasing paper prices
(see Raw Materials section below) also increased operating costs for the
Corporation's magazine customers.
- Other
Prepress services are provided by five of the Corporation's operating
units to publishers, printers and advertising agencies. Such services
include the conversion of full-color photographs, art and text into color
separated film for use in the production of printing plates. These units
also provide electronic graphic design, digital photography and on-demand
print services. During the last several years these units have diversified
their customer base to include packaging customers and increased their
ability to maximize plant utilization by connecting their facilities
through an extensive network of high-speed T-1 telecommunication lines.
During the past several years, the Corporation has expanded its
service offerings to include CD-ROM production, CD Interactive programming
and developing interactive online products for the World Wide Web. These
services are primarily provided by three of the Corporation's subsidiaries
- KnowledgeSet Corporation, The DI Group, Inc. And New Frontiers
Information Corporation, which was acquired in 1995.
KCS Industries Inc., a subsidiary of the Corporation, produces point-
of-purchase products such as custom designed signs, displays, labels and
decals for a variety of customers including those in the brewing,
cosmetic, food, appliance, automotive and home entertainment industries.
KCS Industries also produces, through a joint venture, postage stamps in
booklet, coil and sheet format for the USPS.
Competitive Conditions.
The Corporation is subject to competition from a large number of
companies, some of which have greater resources and capacity than the
Corporation. The graphic arts industry has undergone a period of
consolidation for a number of years. This trend has resulted in the
emergence of several additional competitors which are similar to the
Corporation in size and product offerings. The major competitive factors
in the Corporation's business are price, quality of finished products,
distribution capabilities, ongoing customer service and availability of
time on equipment which is appropriate in size and function for a given
project. The consolidation of customers within certain of the
Corporation's markets provides both greater competitive pricing pressures
and opportunities for increased volume solicitation. In recent years,
excess capacity in the printing industry has resulted in lower unit
prices. Despite the unit price reductions, the Corporation has been able
to improve its earnings in part because it is financially able to invest
in modern technologically advanced equipment, which helps reduce unit
costs, and because of productivity gains resulting from Continuous
Improvement programs.
There are seasonal fluctuations in the usage of printing equipment
which in times of low demand and excess capacity can give rise to
increased pricing pressure. In the educational market, for instance,
activity is greater in the first half of the year, and in the catalog and
direct marketing markets, activity is greater in the second half of the
year. Computer software and hardware products are also typically in
greater demand during the second half of the year, although the release of
a new product by a major customer can increase activity on an "event"
basis at any time during the year.
Raw Materials.
The principal raw material used by the Corporation is paper. Most of
the Corporation's production facilities are located in heavily
concentrated papermaking areas, and the Corporation can generally obtain
quality paper at competitive prices. The Corporation is not dependent
upon any one source for its paper or other raw materials.
In the fourth quarter of 1994 and throughout 1995, there was a
dramatic increase in paper prices and a tightening of availability, with
nearly all grades on allocation and delivery times extending up to six
weeks or more. During the fourth quarter of 1995 paper prices stabilized
somewhat, and it is anticipated that allocation restrictions may be
reduced or eliminated in 1996 due to the softening demand for paper. The
solid relationships the Corporation has built with paper suppliers over
the years has been beneficial during periods of limited paper availability
as the Corporation is able to meet its customers needs and was able to
accommodate its added production capacity in 1995. It is customary for
printers to adjust sales prices to reflect market fluctuations in paper
prices. The average cost of paper to the Corporation's customers was about
33% higher in 1995 than in 1994, 3% lower in 1994 than in 1993 and 2%
higher in 1993 than in 1992.
The Corporation uses a number of other raw materials including ink,
resins, solvents, adhesives, wire, packaging materials and subcontracted
components. Costs for many of these materials increased significantly
during the second half of 1994 and throughout 1995.
Development.
In the graphic arts industry, most research and development is done by
equipment and material suppliers. The Corporation generally does not
engage in long-range research and development relating to equipment and
has not spent significant amounts of money for such purposes. One of the
purposes of the Corporation's technical research and development effort is
to establish a competitive advantage in existing markets by focusing on
improving operating procedures, increasing machine speeds and improving
monitoring of paper usage, as well as working on the development of
proprietary inks, coatings, adhesives and machine modifications. The
Corporation has also increased its emphasis on the development of new
products and services using digital technology which includes video tape,
CD-ROM and data base management products. During the last several years,
eleven professional and technical employees have worked primarily on
research and development activities. Additionally, approximately fifty
persons from quality control and engineering devoted a portion of their
time to research and development.
The Corporation has environmental compliance programs primarily for
control of internal and external air quality, ground water quality,
disposal of waste material and all aspects of the work environment
concerning employee health. Capital expenditures for air quality
equipment have approximated 1% to 3% of total capital expenditures in each
of the last three years. Planned capital expenditures for environmental
control equipment are expected to be in the same range for 1996. The
Corporation also incurs ongoing costs in monitoring compliance with
environmental laws, in connection with disposal of waste materials and in
connection with laws governing the remediation of sites at which the
Corporation has previously disposed of waste materials. Requirements of
the U.S. Environmental Protection Agency and state officials nationwide,
relating to disposal of wastes in landfill sites, are increasing and
result in higher costs for the Corporation and its competitors. Costs for
environmental compliance and waste disposal have not been material to the
Corporation in the past, but the Corporation presently believes that
expenditures for these purposes will have a negative impact on its
earnings and those of its competition in the future. These increased
costs should not have a material impact on the Corporation's competitive
position, assuming similar expenditures are required to be made by
competitors. The Corporation does not believe at the present time that any
costs, claims or penalties that may be incurred or assessed under
environmental laws, in connection with known environmental assessment and
remediation matters, beyond any reserves already provided, will have a
material adverse effect upon the operations or consolidated financial
position of the Corporation.
Foreign Operations.
Footnote 11 to the Corporation's Consolidated Financial Statements in
the Corporation's Annual Report to Shareholders for the fiscal year ended
December 30, 1995 includes information on the Corporation's foreign
operations. The disclosures contained in such footnote is hereby
incorporated herein by reference.
EXECUTIVE OFFICERS OF THE CORPORATION
Name, Age, Position Business Experience During Last Five Years
Donald D. Belcher; 57; . . . Chairman of the Board of the Corporation
Chairman, President and since May 1995: President and Chief
Chief Executive Officer Executive Officer of the Corporation since
January 1995; President and Chief Operating
Officer of the Corporation from September
1994 to January 1995; Senior Group Vice
President of Avery Dennison Corporation
(diversified manufacturing company) from
1990 until joining the Corporation.
Gerald A. Henseler; 55; . . . Executive Vice President and Chief Financial
Executive Vice President Officer of the Corporation since 1992;
and Chief Financial Officer Senior Vice President, Chief Financial
Officer and Treasurer of the Corporation
prior thereto.
Ronald D. Kneezel; 39; . . . Secretary of the Corporation since December
Vice President, General 1991; Vice President and General Counsel of
Counsel and Secretary the Corporation since 1988.
Robert A. Kreider; 41; . . . Treasurer of the Corporation since November
Treasurer and Corporate 1992; Corporate Controller since July 1989;
Controller Assistant Treasurer from April 1991 to
October 1992.
Dennis J. Meyer; 40; . . . . Vice President of the Corporation since
Vice President Marketing January 1994; Vice President, Quebecor
Printing (manufacturer of printed materials)
from 1990 to December 1993.
John E. Tiffany; 57; . . . . Vice President of the Corporation.
Vice President Manufacturing
Allan J. Williamson; 64; . . President of Banta Book Group
President of Banta Book Group
There are no family relationships between the executive officers of the
Corporation.
All of the executive officers are elected or appointed annually. Each
officer holds office until his successor has been elected or appointed or
until his death, resignation or removal.
Item 2. Properties.
The Corporation and its subsidiaries own operating plants located in
Wisconsin, Connecticut, Minnesota, Missouri, North Carolina, Utah and
Virginia, as well as several warehouse facilities for storage of
materials. As of the end of fiscal 1995, these owned facilities include
approximately 2,971,000 square feet of space utilized as follows: office
space 313,000, manufacturing 1,634,000 and warehouse 1,024,000. The
Corporation leases its headquarters office located in Menasha, Wisconsin.
The Corporation leases production facilities in Wisconsin, California,
Colorado, Illinois, Massachusetts, Minnesota, Utah and Washington, as well
as warehouse space in numerous locations. European production facilities
located in Ireland, Scotland and The Netherlands are also leased. The
total of all leased facilities contain approximately 1,497,000 square feet
of space. The buildings owned and leased by the Corporation are primarily
of steel and brick construction.
One plant owned by the Corporation and certain equipment are pledged
to secure issues of industrial revenue bonds in the principal amount of
$2,660,000 as of December 30, 1995.
Item 3. Legal Proceedings.
The Corporation is not involved in any material pending legal
proceedings, as defined by this item.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
As of March 8, 1996 there were approximately 1,811 holders of record
of the Corporation's Common Stock.
Under long-term debt agreements to which the Corporation is a party,
payment of cash dividends is restricted. As of December 30, 1995,
approximately $94,398,000 of retained earnings was not restricted under
these agreements.
The information set forth under the caption "Dividend Record and
Market Prices" (but excluding the graphs related thereto) in the
Corporation's Annual Report to Shareholders for the fiscal year ended
December 30, 1995, is hereby incorporated herein by reference in response
to this Item.
Item 6. Selected Financial Data.
The information set forth under the caption "Five-Year Summary of
Selected Financial Data" (but excluding the graphs related thereto) in the
Corporation's Annual Report to Shareholders for the fiscal year ended
December 30, 1995, is hereby incorporated herein by reference in response
to this Item.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information set forth under the caption "Management's Discussion
and Analysis of Financial Position and Operations" in the Corporation's
Annual Report to Shareholders for the fiscal year ended December 30, 1995,
is hereby incorporated herein by reference in response to this Item.
Item 8. Financial Statements and Supplementary Data.
The Consolidated Balance Sheets of the Corporation and subsidiaries as
of December 30, 1995 and December 31, 1994, and the related Consolidated
Statements of Earnings, Cash Flows and Shareholders' Investment for the
fiscal years ended December 30, 1995, December 31, 1994 and January 1,
1994, together with the related notes thereto and the Report of
Independent Public Accountants thereon set forth in the Corporation's
Annual Report to Shareholders for the fiscal year ended December 30, 1995,
are hereby incorporated herein by reference in response to a portion of
this Item.
The information set forth under the caption "Unaudited Quarterly
Financial Information" in the Corporation's Annual Report to Shareholders
for the fiscal year ended December 30, 1995, is hereby incorporated herein
by reference in response to a portion of this item.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information under the captions "Election of Directors" and "Other
Matters" contained in the Corporation's definitive proxy statement for the
annual meeting of shareholders to be held on April 23, 1996, as filed with
the Securities Exchange Commission, is hereby incorporated herein by
reference in response to a portion of this item. Reference is also made
to the information under the heading "Executive Officers of the
Corporation" included under Item 1 of Part I of this report.
Item 11. Executive Compensation.
The information under the captions "Board of Directors" and "Executive
Compensation" (other than the information under the subheading "Board
Compensation Committee Report on Executive Compensation") contained in the
Corporation's definitive proxy statement for the annual meeting of
shareholders to be held on April 23, 1996, as filed with the Securities
and Exchange Commission, is hereby incorporated herein by reference in
response to this Item.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information under the caption "Stock Ownership of Management"
contained in the Corporation's definitive proxy statement for the annual
meeting of shareholders to be held on April 23, 1996, as filed with the
Securities and Exchange Commission, is hereby incorporated herein by
reference in response to this Item.
Item 13. Certain Relationships and Related Transactions.
The information under the of Director caption "Executive Compensation
- Compensation Committee Interlocks and Insider Participation" contained
in the Corporation's definitive proxy statement for the annual meeting of
shareholders to be held on April 23, 1996, as filed with the Securities
and Exchange Commission, is hereby incorporated herein by reference in
response to this Item.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
PAGE REFERENCE
ANNUAL REPORT
FORM 10-K TO SHAREHOLDERS
1. Financial Statements:
Consolidated Balance Sheets
December 30, 1995, and December 31,
1994 24
For the fiscal years ended December 30,
1995,
December 31, 1994 and January 1, 1994:
Consolidated Statements of Earnings 25
Consolidated Statements of Cash Flows 26
Consolidated Statements of
Shareholders' Investment 27
Notes to Consolidated Financial Statements 28-34
Report of Independent Public Accountants 35
2. Financial Statement Schedule:
Report of Independent Public Accountants 14
Schedule II - Valuation and Qualifying
Accounts 15
All other schedules have been omitted since the required information
is included in the consolidated financial statements or notes
thereto, or because the information is not required or applicable.
3. Exhibits:
3.(a) Articles of Incorporation, as amended (1)
(b) Amendment to Bylaws
(c) Bylaws, as amended
4.(a) Note Purchase Agreements dated December 9, 1986 (2)
(b) Amendment to Note Purchase Agreements dated December 9, 1986
(3)
(c) Note Purchase Agreement dated June 24, 1988 (4)
(d) Amendment to Note Purchase Agreements dated December 9, 1986
(5)
(e) Promissory Note Agreement dated July 17, 1990 (6)
(f) Rights Agreement dated October 29, 1991 (7)
(g) Note Purchase and Private Shelf Agreement dated May 12, 1994
(8)
(h) Amendment to Note Purchase Agreements dated December 9, 1986
(9)
(I) Amendment to Promissory Note Agreement dated July 17, 1990
(10)
(j) Note Purchase and Medium-term Note Agreement Dated November 2,
1995 (11)
[Note: The registrant has outstanding certain issues of
industrial revenue bonds, none of which authorize the issuance
of securities in an amount exceeding 10% of the registrant's
consolidated assets. The registrant hereby agrees to furnish
to the Commission upon request a copy of any instrument with
respect to long-term debt not being registered under which the
total amount of securities authorized does not exceed 10% of
the registrant's consolidated assets.]
*10. (a) Amended and Restated Supplemental Retirement Plan for Key
Employees
(b) Management Incentive Award Plan (12)
(c) Amendment to Management Incentive Award Plan (13)
(d) Form of Agreements with Gerald A. Henseler and Allan J.
Williamson (14)
(e) Form of Agreement with Ronald D. Kneezel (15)
(f) Form of Agreements with Robert A. Kreider, Dennis J. Meyer and
John E. Tiffany (16)
(g) Agreement with Donald D. Belcher (17)
(h) 1985 Deferred Compensation Plan for Key Employees, as amended
and restated (18)
(i) 1988 Deferred Compensation Plan for Key Employees, as amended
and restated (19)
(j) Basic Form of Deferred Compensation Agreements under (pre-
January 1994) 1985 and 1988 Deferred Compensation Plans for
Key Employees (20)
(k) Basic Form of Deferred Compensation under (post-December 1993)
1988 Deferred Compensation plan for Key Employees (21)
(l) Deferred Compensation Plan for Directors (22)
(m) Form of Deferred Compensation Agreements for Directors (23)
(n) Revised Form of Indemnity Agreements with Directors and
Certain Officers (24)
(o) 1987 Incentive Stock Option Plan; 1987 Nonstatutory Stock
Option Plan (25)
(p) Amendment to 1987 Nonstatutory Stock Option Plan (26)
(q) Executive Trust Agreement (27)
(r) Amendment to Executive Trust Agreement (28)
(s) Long-term Incentive Plan (29)
(t) Amendment to Long-term Incentive Plan
(u) Amendment to Long-term Incentive Plan (30)
(v) 1991 Stock Option Plan as amended (31)
(w) Agreement with Allan J. Williamson (32)
(x) Description of Supplemental Long-term Disability Plan (33)
(y) Letter Agreement with Donald D. Belcher (34)
(z) Letter Agreement with Dennis J. Meyer (35)
(aa) Agreement with Gerald A. Henseler (36)
(bb) Outside Directors' Retirement Plan (37)
(cc) Banta Corporation 1995 Equity Incentive Plan (38)
* Exhibits 10(a) through 10(cc) are management contracts or compensatory
plans or arrangements.
13. Portions of Annual Report to Shareholders for fiscal year ended
December 30, 1995 that are incorporated by reference herein.
21. List of Subsidiaries.
23. Consent of Arthur Andersen LLP.
27. Financial Data Schedule [EDGAR version only].
(1) Exhibit No. 19(b) to Form 10-Q for the quarter ended April 3,
1993 is hereby incorporated herein by reference.
(2) Exhibit No. 4(c) to Form 10-K for the year ended January 3, 1987
is hereby incorporated herein by reference.
(3) Exhibit No. 4(b) to Form 10-Q for the quarter ended July 2, 1988
is hereby incorporated herein by reference.
(4) Exhibit No. 4(a) to Form 10-Q for the quarter ended July 2, 1988
is hereby incorporated herein by reference.
(5) Exhibit No. 4(d) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(6) Exhibit No. 4 to Form 10-Q for the quarter ended September 29,
1990 is hereby incorporated herein by reference.
(7) Exhibit No. 4.1 to the Form 8-K dated October 29, 1991 is hereby
incorporated herein by reference.
(8) Exhibit No. 4(a) to Form 10-Q for the quarter ended July 2, 1994
is hereby incorporated herein by reference.
(9) Exhibit No. 4(b) to Form 10-Q for the quarter ended July 2, 1994
is hereby incorporated herein by reference.
(10) Exhibit No. 4(c) to Form 10-Q for the quarter ended July 2, 1994
is hereby incorporated herein by reference.
(11) Exhibit No. 4(a) to Form 10-Q for the quarter ended September
30, 1995 is hereby incorporated herein by reference.
(12) Exhibit No. 10(e) to Form 10-K for the year ended December 29,
1990 is hereby incorporated herein by reference.
(13) Exhibit No. 19(e) to Form 10-Q for the quarter ended April 3,
1993 is hereby incorporated herein by reference.
(14) Exhibit No. 10 to Form 10-K for the year ended January 1, 1983
is hereby incorporated herein by reference.
(15) Exhibit No. 10(k) to Form 10-K for the year ended December 31,
1988 is hereby incorporated herein by reference.
(16) Exhibit No. 10(g) to Form 10-K for the year ended December 28,
1991 is hereby incorporated herein by reference.
(17) Exhibit No. 10(b) to Form 10-Q for the quarter ended October 1,
1994 is hereby incorporated herein by reference.
(18) Exhibit No. 10(j) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(19) Exhibit No. 10(a) to Form 10-Q for the quarter ended April 2,
1994 is hereby incorporated herein by reference.
(20) Exhibit No. 10(l) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(21) Exhibit No. 10(b) to Form 10-Q for the quarter ended April 2,
1994 is hereby incorporated herein by reference.
(22) Exhibit No. 10(q) to Form 10-K for the year ended January 3,
1987 is hereby incorporated herein by reference.
(23) Exhibit No. 10(p) to Form 10-K for the year ended January 3,
1987 is hereby incorporated herein by reference.
(24) Exhibit No. 10(a) to Form 10-Q for the quarter ended March 28,
1992 is hereby incorporated herein by reference.
(25) Exhibit No. 6(a) to Form 10-Q for the quarter ended July 4, 1987
is hereby incorporated herein by reference.
(26) Exhibit No. 19(a) to Form 10-Q for the quarter ended October 3,
1987 is hereby incorporated herein by reference.
(27) Exhibit No. 10(r) to Form 10-K for the year ended December 30,
1989 is hereby incorporated herein by reference.
(28) Exhibit No. 10(s) to Form 10-K for the year ended January 1,
1994 is hereby incorporated herein by reference.
(29) Exhibit No. 10(t) to Form 10-K for the year ended December 29,
1990 is hereby incorporated herein by reference.
(30) Exhibit No. 19(f) to Form 10-Q for the quarter ended April 3,
1993 is hereby incorporated herein by reference.
(31) Exhibit No. 10(b) to Form 10-Q for the quarter ended July 1,
1995 is hereby incorporated herein by reference.
(32) Exhibit No. 10(v) to Form 10-K for the year ended December 29,
1990 is hereby incorporated herein by reference.
(33) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 2,
1993 is hereby incorporated herein by reference.
(34) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 1,
1994 is hereby incorporated herein by reference.
(35) Exhibit No. 10(bb) to Form 10-K for the year ended December 31,
1994 is hereby incorporated herein by reference.
(36) Exhibit No. 10(dd) to Form 10-K for the year ended December 31,
1994 is hereby incorporated herein by reference.
(37) Exhibit No. 10(ee) to Form 10-K for the year ended December 31,
1994 is hereby incorporated herein by reference.
(38) Exhibit No. 10(a) to Form 10-Q for the quarter ended July 1,
1995 is hereby incorporated herein by reference.
All documents incorporated herein by reference are filed with the
Commission under File No. 0-6187.
(b) Reports on Form 8-K. No Current Reports on Form 8-K were filed
by the Corporation during the quarter ended December 30, 1995.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in the Banta Corporation
annual report to shareholders and incorporated by reference in this Form
10-K, and have issued our report thereon dated January 30, 1996. Our audit
was made for the purpose of forming an opinion on those statements taken
as a whole. The schedule listed in the index in item 14(a) (2) is the
responsibility of the Corporation's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic financial statements. The schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation
to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
January 30, 1996.
BANTA CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED December 30, 1995 (1995), December 31, 1994 (1994)
and JANUARY 1, 1994 (1993)
DOLLARS IN THOUSANDS
BALANCE ADDITIONS CHARGES BALANCE,
BEGINNING OF CHARGED TO TO RESERVE, END OF
YEAR EARNINGS NET OTHER YEAR
Reserve for Doubtful
Receivables:
1995 $ 3,984 $ 861 $ 1,431 $ 0 $ 3,414
========= ======== ======== ====== ========
1994 $ 2,943 $ 1,565 $ 524 $ 0 $ 3,984
========= ======== ======== ====== ========
1993 $ 2,933 $ 938 $ 928 $ 0 $ 2,943
========= ======== ======== ====== ========
SIGNATURES
Pursuant to the requirements Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
BANTA CORPORATION
DATE: March 23, 1996 BY: /s/ DONALD D. BELCHER
Donald D. Belcher
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
/s/ DONALD D. BELCHER March 23, 1996
Donald D. Belcher, Chairman, President
and Chief Executive Officer
/s/ GERALD A. HENSELER March 23, 1996
Gerald A. Henseler, Executive Vice
President, Chief Financial Officer,
and Director
/s/ ROBERT A. KREIDER March 23, 1996
Robert A. Kreider, Treasurer
/s/ BERNARD S. KUBALE March 23, 1996
Bernard S. Kubale, Director
/s/ DONALD TAYLOR March 23, 1996
Donald Taylor, Director
/s/ ALLAN J. WILLIAMSON March 23, 1996
Allan J. Williamson, Director
BANTA CORPORATION - File No. 0-6187
Form 10-K, Year Ended December 30, 1995
EXHIBIT INDEX
Page Numbering
In Sequential
Exhibit Number Numbering System
3. (b) Amendment to Bylaws -----
(c) Bylaws, as amended -----
10. (a) Amended and Restated Supplemental Retirement
Plan for Key Employees -----
(t) Amendment to Long-term Incentive Plan -----
13. Portions of Annual Report to Shareholders for fiscal
year ended December 30, 1995 that are incorporated
by reference herein. -----
21. List of Subsidiaries. -----
23. Consent of Arthur Andersen LLP. -----
27. Financial Data Schedule [EDGAR version only].