FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended January 1, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File Number 0-6187
BANTA CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-0148550
(State or other jurisdiction (IRS Employer
of incorporation or organization) I.D. Number)
225 Main Street, Menasha, Wisconsin 54952
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 751-7777
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
Rights to Purchase Common Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. (X)
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)
Aggregate market value of voting stock held by non-affiliates of the
registrant as of March 11, 1994: $735,923,158.
Number of shares of common stock outstanding March 11, 1994: 20,037,388.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Shareholders for year ended January 1, 1994,
(incorporated into part II).
(2) Definitive Proxy Statement for annual meeting of shareholders on
April 26, 1994 (incorporated into Part III).
Page Number of Exhibit Index 19
Page 1 of
PART I
Item 1. Business.
General.
Banta Corporation (the "Corporation"), together with its subsidiaries, is
one of the larger printing organizations in the United States, providing a
broad range of printing and graphic arts services. The Corporation was
incorporated in Wisconsin in 1901. Its principal executive offices are
located at 225 Main Street, Box 8003, Menasha, Wisconsin, 54952-8003. The
Corporation had a total of 4,304 employees at the end of fiscal 1993.
The Corporation operates in one business segment-Printing Services.
Market classifications of the Corporation's sales are commercial (catalogs,
direct mail and single-use products); books (educational, general, trade,
data manuals and software services); magazines; and other (prepress services
and production of point-of-purchase displays and postage stamps). The
Corporation's operations were conducted at 23 production facilities located in
Wisconsin, Minnesota, California, Illinois, Massachusetts, Missouri, North
Carolina, Utah, and Virginia at the end of fiscal 1993.
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.
1993 1992 1991
Commercial 44% 46% 47%
Books 34 30 31
Magazines 12 13 12
Other 10 11 10
------ ------ ------
TOTAL 100% 100% 100%
====== ====== ======
During 1990, the Corporation announced its intention to sell its Banta
Ventures, Inc. ("BVI") subsidiary and its net assets were written down to
estimated realizable value. Accordingly, the financial statements
incorporated by reference herein reflect BVI as a Discontinued Operation for
all periods presented. An estimated loss of $8,500,000 from the disposition,
net of applicable income tax credits of $1,200,000, was recorded in the third
quarter of 1990. During the third quarter of 1991, the Corporation revised
its estimate of the realizable value of BVI and recorded an additional
$7,600,000 loss provision, net of applicable income tax credits of $3,000,000.
During the second quarter of 1992, the Corporation completed the sale of
the majority of the BVI operations for $12,000,000 cash, 100,000 convertible
preferred shares of the buyer, a $2,500,000 note and the assumption of
selected liabilities by the buyer. During the second quarter of 1993, the
preferred shares were converted into common shares of the buyer which were
then sold in a secondary public offering resulting in net proceeds to the
Corporation of approximately $3,500,000.
In March of 1994 the Corporation purchased substantially all of the
assets and assumed selected liabilities of Danbury Printing & Litho, Inc.
("Danbury"). The purchase price for this transaction, including liabilities
assumed, aggregated approximately $22 million. This acquisition will be
accounted for as a purchase. Danbury, which will primarily serve direct
marketing customers within the commercial printing market classification,
reported 1993 sales of approximately $35 million.
Customers.
The Corporation sells its products and services to a large number of
customers and ordinarily does not have long-term contracts with its customers.
Production agreements covering one to three years are becoming more frequent
for magazine and catalog production. Production of postage stamps is
performed exclusively pursuant to long-term
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contracts between the Corporation, or its joint venture partners, and the
United States Postal Service ("USPS"). Substantially all sales are made to
customers through employees of the Corporation and it's subsidiaries based on
customer specifications. The fifteen largest customers accounted for
approximately 25%, 22% and 21% of net sales during 1993, 1992 and 1991,
respectively. No customer accounted for more than 10% of the Corporation's
net sales in 1993, 1992 or 1991. In the opinion of management, the loss of
any single customer would not have a material long-term adverse effect on the
Corporation.
Backlogs.
The Corporation is primarily a manufacturing services company and
provides its customers with printing and converting services. Lead time for
services varies, depending upon the type of customer, the industry being
serviced and seasonal factors. Backlogs would be expressed in terms of time
scheduled on equipment and not dollar value. Consequently, the dollar value
of backlogs is not readily available.
Markets Served.
Below is a description of the primary markets the Corporation serves:
* Commercial
The Corporation provides catalogs primarily for the consumer, industrial
and retail catalog markets. Bindery services provide ink-jet labeling and
demographic binding (which allows several different versions of the same
catalog to be bound simultaneously). Distribution services provided by
various Banta operating units, including computerized mail distribution
planning systems which assist our customers in minimizing postage costs, are
an integral part of catalog printing services.
Printed materials for direct marketing customers are provided by three
Banta units (including Danbury). 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.
Catalog and direct marketing materials are primarily distributed through
the USPS as third class or bulk rate postage. Substantial escalation in
postage rates, as experienced in 1991, significantly impacts the cost of doing
business for the Corporation's customers and may affect future growth
opportunities for these markets.
One of the Corporation's subsidiaries, Ling Products, Inc., provides
printed products to the fast-food industry and converts poly film and paper
into single-use products for the food service industry and health care
industry. In addition, Ling Products extrudes films, using both cast and
blown extruders, for use in its manufacturing processes and for sale to
external customers. Its health care products include plastic garment covers,
examination gowns, stretcher sheets, examination table paper, pillow covers
and gloves for personnel who come into contact with patients having highly
communicable diseases.
* Books
The Corporation is one of the largest printers of consumable elementary
and high school workbooks in the United States. The Corporation prints other
products for publishers of educational and general book markets including
textbooks (primarily soft cover), testing materials and paperbound books.
Print opportunities in the consumable educational workbook market decreased
during the last several years. Publisher consolidations have resulted in
fewer companies offering educational products which has reduced the number of
projects printed. These newly combined companies have tightened cost and
inventory controls. Additionally, the much publicized 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
materials.
3
To reduce its concentration in the elementary and high school markets,
the Corporation has increased its marketing efforts for other softcover books
including college texts, general books, data manuals and software
documentation for the computer industry. The Corporation's operating units
serving the computer and software industries print manuals, using both offset
printing and high speed photocopying, and offer complete "turnkey services"
including computer disk replication, product packaging and distribution. In
1993, the Corporation expanded the array of services it offers customers in
this market. New services include 1-800 telephone order fulfillment services,
which allows orders to be received directly by our fulfillment facility. The
Corporation's CYCLESpeed (SM) service is a new manufacturing system that
emphasizes shorter, more frequent production of print orders to minimize our
customers' inventory and provides constant monitoring of inventory levels.
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, 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 publishers of specialty magazines,
including religious, business and professional journals and hobby, craft and
sporting publications. During 1993, the Corporation began providing its
customers with computerized mailing list and distribution services.
* Other
Prepress services are provided by four of the Corporation's operating
units to publishers, printers and advertising agencies. Such services include
the conversion of full-color photographs, art and text into color separated
film for use in the production of printing plates utilizing computer
technology, electronic scanners and cameras.
KCS Industries Inc., a subsidiary of the Corporation, produces point-of-
purchase products such as custom designed signs, displays, labels and decals
for a variety of customers including those in the brewing, cosmetic, food,
appliance, automotive and home entertainment industries. KCS Industries also
produces postage stamps in booklet, coil and sheet format for the USPS.
Competition.
The Corporation is subject to competition from a large number of
companies, some of which have greater resources and capacity than the
Corporation. The major competitive factors in the Corporation's business are
price, quality of finished products, distribution capabilities, ongoing
customer service and availability of printing 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 downward pricing pressures. The Corporation believes it compares
favorably with its competitors.
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.
4
Raw Materials.
The principal raw material used by the Corporation is paper. Most of the
Corporation's production facilities are located in heavily concentrated
papermaking areas, and the Corporation can generally obtain quality paper at
competitive prices. The Corporation is not dependent upon any one source for
its paper or other raw materials.
Overcapacity in paper markets during 1993, 1992 and 1991 caused paper to
be readily available and resulted at certain times in significant price
reductions. The Corporation's average cost of paper fluctuated in 1993 with
lower costs during the first six months. A midyear price increase averaged
about 10% on most coated paper and much of that increase eroded in the fourth
quarter. Overall, the average cost of paper to our customers was about 2%
higher in 1993 than in 1992. During 1992 and 1991, the paper prices were on
average, 9.1% and 6.5% less, respectively, than in the prior year. However,
during the last six months of 1992, paper prices increased modestly.
The Corporation uses a number of other raw materials, including ink,
polyethylene resin (used in film extrusion), solvents, adhesives, wire,
packaging materials and subcontracted components. Costs for these materials,
other than polyethylene resins, were stable during recent years. Resin prices
decreased about 20% during 1991 following the Persian Gulf war, increased
about 24% in 1992 and decreased about 10% in 1993.
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.
The Corporation's research and development effort also includes investigations
of new markets both for products currently produced by the Corporation, as
well as applications of newer technology including the development of certain
proprietary inks, coatings, adhesives and machine modifications. During the
last several years, eleven professional and technical employees have worked
exclusively on research and development activities. Additionally,
approximately forty persons from quality control and engineering devoted a
portion of their time to research and development.
The Corporation has environmental compliance programs primarily for
control of internal and external air quality, ground water quality, disposal
of waste material and all aspects of the work environment concerning employee
health. Capital expenditures for air quality equipment have approximated 2%
to 4% of total capital expenditures in each of the last three years. Planned
capital expenditures for environmental control equipment are expected to be in
the same range for 1994. The Corporation also incurs ongoing costs in
monitoring compliance with environmental laws, in connection with disposal of
waste materials and in connection with laws governing the remediation of sites
at which the Corporation has previously disposed of waste materials.
Requirements by EPA and state officials nationwide, relating to disposal of
wastes in landfill sites, are increasing and result in higher costs for the
Corporation and its competitors. Costs for environmental compliance and waste
disposal have not been material to the Corporation in the past, but the
Corporation presently believes that expenditures for these purposes will have
a negative impact on its earnings and those of its competition in the future.
These increased costs should not have a material impact on the Corporation's
competitive position, assuming similar expenditures are required to be made by
competitors. The Corporation does not believe at the present time that any
costs, claims or penalties that may be incurred or assessed under
environmental laws, in connection with known environmental assessment and
remediation matters, beyond any reserves already provided will have a material
adverse effect upon the operations or consolidated financial position of the
Corporation.
5
EXECUTIVE OFFICERS OF THE CORPORATION
Name, Age, Position Business Experience During Last Five Years
Calvin W. Aurand, Jr.; 63;. . . . . Chairman of the Board and Chief Executive
President, Chairman of the Officer of the Corporation since July
Board and Chief Executive 1989; President of the Corporation since
Officer March 1989; President and Chief Operating
Officer of American Bank Note Company
(printer of currency, stamps and stock and
bond certificates), 1985-February, 1989.
Gerald A. Henseler; 53; . . . . . . Executive Vice President and Chief
Executive Vice President and Financial Officer of the Corporation since
Chief Financial Officer 1992; Senior Vice President, Chief
Financial Officer and Treasurer of the
Corporation prior thereto.
Ronald D. Kneezel; 37;. . . . . . . Secretary of the Corporation since
Secretary, Vice President and December 1, 1991; Vice President and
General Counsel General Counsel of the Corporation since
July, 1988.
Robert A. Kreider; 39;. . . . . . . Treasurer of the Corporation since
Treasurer and Corporate November 1992, Corporate Controller since
Controller July 1989; Assistant Treasurer April 1991
- October 1992; Controller of a subsidiary
of the Corporation prior thereto.
James E. Milslagle; 54; . . . . . . Vice President of the Corporation since
Vice President Human Resources May 1988.
Dennis J. Meyer; 38;. . . . . . . . Vice President of the Corporation since
Vice President Marketing January, 1994; Vice President, Quebecor
Printing (manufacturer of printed
materials) 1990-1993; Director of
Marketing, Maxwell Communications
Corporation (manufacturer of printed
materials) 1986-1990.
John E. Tiffany; 55;. . . . . . . . Vice President of the Corporation since
Vice President Manufacturing October, 1988.
Allan J. Williamson; 62;. . . . . . President of Banta Company, a division of
President of Banta Company, the Corporation, since January, 1991;
a division of the Corporation Executive Vice President of Banta Company
prior thereto.
There are no family relationships between the executive officers of the
Corporation.
All of the executive officers are elected or appointed annually. Each officer
holds office until his successor has been elected or appointed or until his
death, resignation or removal.
6
Item 2. Properties.
The Corporation and its subsidiaries own operating plants located in
Wisconsin, Minnesota, Missouri, North Carolina, Utah and Virginia, as well as
several warehouse facilities for storage of materials. As of the end of
fiscal 1993, these owned facilities include approximately 2,592,000 square
feet of space utilized as follows: office space 268,000, manufacturing
1,406,000 and warehouse 918,000. The Corporation leases its headquarters
office located in Menasha, Wisconsin. The Corporation leases four production
facilities in Wisconsin; two in Massachusetts; and one each in California,
Illinois, Minnesota and Utah, as well as warehouse space in numerous
locations. These leased facilities contain approximately 995,000 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
$3,240,000 as of January 1, 1994.
Item 3. Legal Proceedings.
The Corporation is not involved in any material pending legal
proceedings, as defined by this item.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
As of March 11, 1994, there were approximately 1,778 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 January 1, 1994, approximately
$56,032,000 was not restricted under these agreements.
The information set forth under the caption "Dividend Record and Market
Prices" in the Corporation's Annual Report to Shareholders for the fiscal year
ended January 1, 1994, (a copy of which is filed as an exhibit to this report)
is hereby incorporated herein by reference in answer to the remainder of this
Item.
Item 6. Selected Financial Data.
The information set forth under the caption "Five-Year Summary of
Selected Financial Data" in the Corporation's Annual Report to Shareholders
for the fiscal year ended January 1, 1994, (a copy of which is filed as an
exhibit to this report) is hereby incorporated herein by reference in answer
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 January 1, 1994, (a copy of
which is filed as an exhibit to this report) is hereby incorporated herein by
reference in answer to this Item.
7
Item 8. Financial Statements and Supplementary Data.
The Consolidated Balance Sheets of the Corporation and subsidiaries as of
January 1, 1994 and January 2, 1993, and the related Consolidated Statements
of Earnings, Cash Flows and Shareholders' Investment for the fiscal years
ended January 1, 1994, January 2, 1993 and December 28, 1991, together with
the related notes thereto, set forth in the Corporation's Annual Report to
Shareholders for the fiscal year ended January 1, 1994, (a copy of which is
filed as an exhibit to this report) are hereby incorporated herein by
reference in answer 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 January 1, 1994 (a copy of which is filed as an exhibit
to this report) is hereby incorporated herein by reference in answer to a
portion of this item.
The information set forth under the caption "Report of Independent Public
Accountants" in the Corporation's Annual Report to Shareholders for the fiscal
year ended January 1, 1994 (a copy of which is filed as an exhibit to this
report) is hereby incorporated herein by reference in answer to the remainder
of this Item.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information under the caption "Election of Directors" contained in
the Corporation's definitive proxy statement for the annual meeting of
shareholders on April 26, 1994, as filed with the Securities Exchange
Commission, is hereby incorporated herein by reference. Reference is also
made to the information under the heading "Executive Officers of the
Corporation" included under Item 1 of Part I of this report.
Item 11. Executive Compensation.
The information under the captions "Board of Directors" and "Executive
Compensation" (other than the information under the subheading "Board
Compensation Committee Report on Executive Compensation") contained in the
Corporation's definitive proxy statement for the annual meeting of
shareholders on April 26, 1994, as filed with the Securities and Exchange
Commission, is hereby incorporated herein by reference in answer to this Item.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information under the caption "Stock Ownership of Management"
contained in the Corporation's definitive proxy statement for the annual
meeting of shareholders on April 26, 1994, as filed with the Securities and
Exchange Commission, is hereby incorporated herein by reference in answer to
this Item.
Item 13. Certain Relationships and Related Transactions.
The information under the captions "Board of Directors" and "Executive
Compensation" (other than the information under the subheading "Board
Compensation Committee Report on Executive Compensation") contained in the
Corporation's definitive proxy statement for the annual meeting of
shareholders on April 26, 1994, as filed with the Securities and Exchange
Commission, is hereby incorporated herein by reference in answer to this Item.
8
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
January 1, 1994 and January 2, 1993 20
For the fiscal years ended January 1, 1994,
January 2, 1993 and December 28, 1991:
Consolidated Statements of Earnings 21
Consolidated Statements of Cash Flows 22
Consolidated Statements of
Shareholders' Investment 23
Notes to Consolidated Financial Statements 24-30
Report of Independent Public Accountants 31
Consent of Independent Public Accountants 12
2. Financial Statement Schedules:
Report of Independent Public Accountants 12
Schedule V - Plant and Equipment 13
Schedule VI - Accumulated Depreciation and
Amortization of Plant and Equipment 14
Schedule VIII - Valuation and Qualifying
Accounts 15
Schedule IX - Short Term Borrowings 16
Schedule X - Supplementary Income Statement
Information 17
All other schedules have been omitted since the required information is
included in the consolidated financial statements or notes thereto, or
because the information is not required or applicable.
3. Exhibits:
3. (a) Articles of Incorporation, as amended (1)
(b) Amendments to Bylaws
(c) Bylaws, as amended
4. (a) Note Purchase Agreements dated December 9, 1986 (2)
(b) Amendment to Note Purchase Agreements dated December 9, 1986 (3)
(c) Note Purchase Agreement dated June 24, 1988 (4)
(d) Amendment to Note Purchase Agreements dated December 9, 1986 (5)
(e) Promissory Note Agreement dated July 17, 1990 (6)
(f) Rights Agreement dated October 29, 1991 (7)
[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.]
9
*10.(a) Supplemental Retirement Plan for Key Employees (8)
(b) Amendment to Supplemental Retirement Plan for Key Employees (9)
(c) Prior Amendments to Supplemental Retirement Plan (10)
(d) Management Incentive Award Plan (11)
(e) Amendment to Management Incentive Award Plan (12)
(f) Form of Agreements with Gerald A. Henseler and Allan J.
Williamson (13)
(g) Form of Agreements with Calvin W. Aurand, Jr. and Ronald D.
Kneezel (14)
(h) Form of Agreements with Robert A. Kreider, Dennis J. Meyer, James
E. Milslagle and John E. Tiffany (15)
(i) Letter of Agreement with Calvin W. Aurand, Jr. (16)
(j) 1985 Deferred Compensation Plan for Key Employees, as amended and
restated (17)
(k) 1988 Deferred Compensation Plan for Key Employees, as amended and
restated (18)
(l) Basic Form of Deferred Compensation Agreements under 1985 and
1988 Deferred Compensation Plans for Key Employees (19)
(m) Deferred Compensation Plan for Directors (20)
(n) Form of Deferred Compensation Agreements for Directors (21)
(o) Revised Form of Indemnity Agreements with Directors and Certain
Officers (22)
(p) 1987 Incentive Stock Option Plan; 1987 Nonstatutory Stock Option
Plan (23)
(q) Amendment to 1987 Nonstatutory Stock Option Plan (24)
(r) Executive Trust Agreement (25)
(s) Amendment to Executive Trust Agreement
(t) Long-term Incentive Plan (26)
(u) Amendment to Long-term Incentive Plan (27)
(v) 1991 Stock Option Plan (28)
(w) Agreement with Allan J. Williamson (29)
(x) Description of Supplemental Long-term Disability Plan (30)
13. Annual Report to Shareholders for fiscal year ended January 1, 1994.
With the exception of those portions specifically incorporated herein
by reference (See Part I, Item 1 and Part II, Items 5, 6, 7 and 8)
said report is furnished solely for the information of the Commission
and is not to be deemed "filed" as part of this report.
21. List of Subsidiaries.
(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. 14 to Form 10-K for the year ended December 29, 1979 is
hereby incorporated herein by reference.
(9) Exhibit No. 10(c) to Form 10-K for the year ended December 31, 1988 is
hereby incorporated herein by reference.
* Exhibits 10(a) through 10(x) are management contracts or compensatory plans
or arrangements.
All documents incorporated herein by reference are filed with the Commission
under File No. 0-6187.
10
(10) Exhibit No. 19(a) to Form 10-K for the year ended December 31, 1983,
Exhibit No. 19(a) to Form 10-Q for the quarter ended June 30, 1984
and Exhibit No. 10(f) to Form 10-K for the year ended December 28,
1985 are hereby incorporated herein by reference.
(11) Exhibit No. 10(e) to Form 10-K for the year ended December 29, 1990
is hereby incorporated herein by reference.
(12) Exhibit No. 19(e) to Form 10-Q for the quarter ended April 3, 1993 is
hereby incorporated herein by reference.
(13) Exhibit No. 10 to Form 10-K for the year ended January 1, 1983 is
hereby incorporated herein by reference.
(14) Exhibit No. 10(k) to Form 10-K for the year ended December 31, 1988
is hereby incorporated herein by reference.
(15) Exhibit No. 10(g) to Form 10-K for the year ended December 28, 1991
is hereby incorporated herein by reference.
(16) Exhibit No. 10(l) to Form 10-K for the year ended December 31, 1988
is hereby incorporated herein by reference.
(17) Exhibit No. 10(j) to Form 10-K for the year ended December 30, 1989
is hereby incorporated herein by reference.
(18) Exhibit No. 10(k) to Form 10-K for the year ended December 30, 1989
is hereby incorporated herein by reference.
(19) Exhibit No. 10(l) to Form 10-K for the year ended December 30, 1989
is hereby incorporated herein by reference.
(20) Exhibit No. 10(q) to Form 10-K for the year ended January 3, 1987 is
hereby incorporated herein by reference.
(21) Exhibit No. 10(p) to Form 10-K for the year ended January 3, 1987 is
hereby incorporated herein by reference.
(22) Exhibit No. 10(a) to Form 10-Q for the quarter ended March 28, 1992
is hereby incorporated herein by reference.
(23) Exhibit No. 6(a) to Form 10-Q for the quarter ended July 4, 1987 is
hereby incorporated herein by reference.
(24) Exhibit No. 19(a) to Form 10-Q for the quarter ended October 3, 1987
is hereby incorporated herein by reference.
(25) Exhibit No. 10(r) to Form 10-K for the year ended December 30, 1989
is hereby incorporated herein by reference.
(26) Exhibit No. 10(t) to Form 10-K for the year ended December 29, 1990
is hereby incorporated herein by reference.
(27) Exhibit No. 19(f) to Form 10-Q for the quarter ended April 3, 1993 is
hereby incorporated herein by reference.
(28) Exhibit No. 10(u) to Form 10-K for the year ended December 29, 1990
is hereby incorporated herein by reference.
(29) Exhibit No. 10(v) to Form 10-K for the year ended December 29, 1990
is hereby incorporated herein by reference.
(30) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 2, 1993
is hereby incorporated herein by reference.
All documents incorporated herein by reference are filed with the Commission
under File No. 0-6187.
11
REPORT OF INDEPENDENT ACCOUNTANTS
We have audited, in accordance with generally accepted standards, the
consolidated financial statements included in the Banta Corporation annual
report to shareholders and incorporated by reference in this Form 10-K, and
have issued our report thereon dated January 31, 1994. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedules listed in the index in item 14(a) are the responsibility of the
Corporation's management and are presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of the basic
financial statements. The schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly state 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 & CO.
Milwaukee, Wisconsin,
January 31, 1994.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports, included and incorporated by reference in this Form 10-K, into
Banta Corporation's previously filed Form S-8 Registration Statements Nos. 33-
13584, 33-40036 and 33-54576.
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
March 21, 1994.
12
BANTA CORPORATION
SCHEDULE V - PLANT AND EQUIPMENT
YEARS ENDED JANUARY 1, 1994 (1993), JANUARY 2, 1993 (1992),
AND DECEMBER 28, 1991 (1991)
DOLLARS IN THOUSANDS
BALANCE, ADDITIONS RETIREMENTS OTHER(1) BALANCE, END
BEGINNING OF (TRANSFERS) OR SALES OF YEAR
YEAR AT COST
------------ ------------ ------------ ------------ ------------
Year ended January 1, 1994:
Land $ 6,551 $ 46 $ - $ - $ 6,597
Buildings 68,223 6,268 279 (1,102) 73,110
Machinery 275,378 44,094 3,001 927 317,398
Furniture & Fixtures 12,041 3,024 393 175 14,847
Construction in Progress 8,877 9,528 - - 18,405
------------ ------------ ------------ ------------ ------------
$ 371,070 $ 62,960 $ 3,673 $ 0 $ 430,357
============ ============ ============ ============ ============
Year ended January 2, 1993:
Land $ 5,680 $ - $ - $ 871 $ 6,551
Buildings 58,022 7,599 42 2,644 68,223
Machinery and Equipment 251,861 28,028 4,529 18 275,378
Furniture and Fixtures 10,518 2,487 659 (305) 12,041
Construction in Progress 13,985 (5,108) - - 8,877
------------ ------------ ------------ ------------ ------------
$ 340,066 $ 33,006 $ 5,230 $ 3,228 $ 371,070
============ ============ ============ ============ ============
Year ended December 28, 1991:
Land $ 5,511 $ 523 $ 41 $ (313) $ 5,680
Buildings 55,372 2,575 30 105 58,022
Machinery and Equipment 236,079 16,990 4,607 3,399 251,861
Furniture and Fixtures 9,003 1,576 460 399 10,518
Construction in Progress 4,033 9,955 - (3) 13,985
------------ ------------ ------------ ------------ ------------
$ 309,998 $ 31,619 $ 5,138 $ 3,587 $ 340,066
============ ============ ============ ============ ============
(1) Represents primarily the transfer of the remaining video operations
assets that were previously recorded as assets held for sale in 1992
and the purchase of plant and equipment of Bushman Press in 1991.
This column also includes certain reclassification in all three years.
13
BANTA CORPORATION
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION OF PLANT AND EQUIPMENT
YEARS ENDED JANUARY 1, 1994 (1993), JANUARY 2, 1993 (1992),
AND DECEMBER 28, 1991 (1991)
DOLLARS IN THOUSANDS
BALANCE, ADDITIONS RETIREMENTS OTHER(1) BALANCE, END
BEGINNING OF (TRANSFERS) OR SALES OF YEAR
YEAR AT COST
------------ ------------ ------------ ------------ ------------
Year ended January 1, 1994:
Buildings $ 18,586 $ 2,920 $ 304 $ 68 $ 21,270
Machinery and Equipment 140,512 28,269 2,619 1,557 167,719
Furniture and Fixtures 6,726 1,983 336 107 8,480
------------ ------------ ------------ ------------ ------------
$ 165,824 $ 33,172 $ 3,259 $ 1,732 $ 197,469
============ ============ ============ ============ ============
Year ended January 2, 1993:
Buildings $ 15,165 $ 2,663 $ 42 $ 800 $ 18,586
Machinery and Equipment 118,217 26,104 3,733 (76) 140,512
Furniture and Fixtures 5,746 1,548 596 28 6,726
------------ ------------ ------------ ------------ ------------
$ 139,128 $ 30,315 $ 4,371 $ 752 $ 165,824
============ ============ ============ ============ ============
Year ended December 28, 1991:
Buildings $ 12,703 $ 2,488 $ 26 $ - $ 15,165
Machinery and Equipment 97,462 24,284 3,529 - 118,217
Furniture and Fixtures 4,856 1,262 372 - 5,746
------------ ------------ ------------ ------------ ------------
$ 115,021 $ 28,034 $ 3,927 $ 0 $ 139,128
============ ============ ============ ============ ============
(1) In 1993, represents a reclassification of previously provided reserves
related to certain equipment. In 1992, represents the transfer of
Video Operation that were previously recorded as Assets Held for Sale.
This column also includes certain reclassifications.
14
BANTA CORPORATION
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JANUARY 1, 1994 (1993), JANUARY 2, 1993 (1992),
AND DECEMBER 28, 1991 (1991)
DOLLARS IN THOUSANDS
BALANCE ADDITIONS CHARGES BALANCE, END
BEGINNING OF CHARGED TO TO OF YEAR
YEAR EARNINGS RESERVE, NET
------------ ------------ ------------ ------------
Reserve for
Doubtful
Receivables:
1993 $ 2,933 $ 938 $ 928 $ 2,943
============ ============ ============ ============
1992 $ 2,195 $ 1,825 $ 1,087 $ 2,933
============ ============ ============ ============
1991 $ 2,354 $ 1,309 $ 1,468 $ 2,195
============ ============ ============ ============
15
BANTA CORPORATION
SCHEDULE IX - SHORT-TERM BORROWINGS
YEARS ENDED JANUARY 1, 1994 (1993), JANUARY 2, 1993 (1992),
AND DECEMBER 28, 1991 (1991)
DOLLARS IN THOUSANDS
WEIGHTED
AVERAGE
MAXIMUM AVERAGE MONTHLY
WEIGHTED AMOUNT AMOUNT INTEREST
BALANCE, AVERAGE OUTSTANDING OUTSTANDING RATE
END OF INTEREST DURING DURING DURING
CATEGORY YEAR RATE THE YEAR THE YEAR THE YEAR
- ------------------------- ------------ ------------ ------------ ------------ ------------
1993: Commercial Paper $ 20,800 3.43% $ 22,810 $ 7,364 3.32%
Bank Borrowings - - - - -
1992: Commercial Paper - - $ 10,933 $ 2,873 4.33%
Bank Borrowings - - - - -
1991: Commercial Paper $ 9,985 5.05% $ 21,431 $ 10,006 6.24%
Bank Borrowings - - 2,000 167 8.25%
Commercial paper borrowings are supported by lines of credit aggregating
$40,000,000 at January 1, 1994.
Commercial paper maturities generally do not exceed 90 days.
Bank borrowings are arranged on an as-needed basis at various terms.
16
BANTA CORPORATION
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED JANUARY 1, 1994 (1993), JANUARY 2, 1993 (1992),
AND DECEMBER 28, 1991 (1991)
DOLLARS IN THOUSANDS
1993 1992 1991
------------ ------------ ------------
Maintenance and Repairs $ 13,366 $ 12,110 $ 10,417
Depreciation and amortization of intangible assets and deferred charges, taxes
other than payroll and income taxes, royalties, and advertising costs did not
exceed one percent of consolidated sales.
17
SIGNATURES
Pursuant to the requirements 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, 1994 BY: /s/ CALVIN W. AURAND, JR.
Calvin W. Aurand, Jr.,
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ CALVIN W. AURAND, JR. March 23, 1994
Calvin W. Aurand, Jr. President,
Chairman of the Board, Chief
Executive Officer and Director
/s/ GERALD A. HENSELER March 23, 1994
Gerald A. Henseler, Executive Vice
President, Chief Financial Officer,
and Director
/s/ ROBERT A. KREIDER March 23, 1994
Robert A. Kreider, Treasurer
/s/ GEORGE T. BROPHY March 23, 1994
George T. Brophy, Director
/s/ BERNARD S. KUBALE March 23, 1994
Bernard S. Kubale, Director
/s/ DONALD TAYLOR March 23, 1994
Donald Taylor, Director
/s/ ALLAN J. WILLIAMSON March 23, 1994
Allan J. Williamson, Director
18
BANTA CORPORATION - File No. 0-6187
Form 10-K, Year Ended January 1, 1994
EXHIBIT INDEX
Exhibit Number
3. (a) Articles of Incorporation, as amended (1)
(b) Amendments to Bylaws
(c) Bylaws, as amended
4. (a) Note Purchase Agreements dated December 9, 1986 (2)
(b) Amendment to Note Purchase Agreements dated
December 9, 1986 (3)
(c) Note Purchase Agreement dated June 24, 1988 (4)
(d) Amendment to Note Purchase Agreements dated
December 9, 1986 (5)
(e) Promissory Note Agreement dated July 17, 1990 (6)
(f) Rights Agreement dated October 29, 1991 (7)
10. (a) Supplemental Retirement Plan for Key Employees (8)
(b) Amendment to Supplemental Retirement Plan for
Key Employees (9)
(c) Prior Amendments to Supplemental Retirement Plan (10)
(d) Management Incentive Award Plan (11)
(e) Amendment to Management Incentive Award Plan (12)
(f) Form of Agreements with Gerald A. Henseler and
Allan J. Williamson (13)
(g) Form of Agreements with Calvin W. Aurand, Jr. and
Ronald D. Kneezel (14)
(h) Form of Agreements with Robert A. Kreider, Dennis J.
Meyer, James E. Milslagle and John E. Tiffany (15)
(i) Letter Agreement with Calvin W. Aurand, Jr. (16)
(j) 1985 Deferred Compensation Plan for Key Employees,
as amended and restated (17)
(k) 1988 Deferred Compensation Plan for Key Employees,
as amended and restated (18)
(l) Basic Form of Deferred Compensation Agreements under
1985 and 1988 Deferred Compensation Plans for
Key Employees (19)
(m) Deferred Compensation Plan for Directors (20)
(n) Form of Deferred Compensation Agreements for Directors (21)
(o) Revised Form of Indemnity Agreements with Directors
and Certain Officers (22)
(p) 1987 Incentive Stock Option Plan; 1987 Nonstatutory
Stock Option Plan (23)
(q) Amendment to 1987 Nonstatutory Stock Option Plan (24)
(r) Executive Trust Agreement (25)
(s) Amendment to Executive Trust Agreement
(t) Long-term Incentive Plan (26)
(u) Amendment to Long-term Incentive Plan (27)
(v) 1991 Stock Option Plan (28)
(w) Agreement with Allan J. Williamson (29)
(x) Description of Supplemental Long-term Disability Plan (30)
19
BANTA CORPORATION - File No. 0-6187
Form 10-K, Year Ended January 1, 1994
EXHIBIT INDEX CONTINUED
Exhibit Number
13. Annual Report to Shareholders for fiscal year ended
January 1, 1994
With the exception of those portions specifically incorporated herein by
reference (See Part I, Item 1 and Part II, Items 5, 6, 7 and 8) said
report is furnished solely for the information of the Commission and is
not to be deemed "filed" as part of this report.
21. List of Subsidiaries
(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. 14 to Form 10-K for the year ended December 29, 1979 is
hereby incorporated herein by reference.
(9) Exhibit No. 10(c) to Form 10-K for the year ended December 31, 1988
is hereby incorporated herein by reference.
(10) Exhibit No. 19(a) to Form 10-K for the year ended December 31,
1983, Exhibit No. 19(a) to Form 10-Q for the quarter ended June 30,
1984 and Exhibit No. 10(f) to Form 10-K for the year ended December
28, 1985 are hereby incorporated herein by reference.
(11) Exhibit No. 10(e) to Form 10-K for the year ended December 29, 1990
is hereby incorporated herein by reference.
(12) Exhibit No. 19(e) to Form 10-Q for the quarter ended April 3, 1993
is hereby incorporated herein by reference.
(13) Exhibit No. 10 to Form 10-K for the year ended January 1, 1983 is
hereby incorporated herein by reference.
All documents incorporated herein by reference are filed with the Commission
under File No. 0-6187.
20
(14) Exhibit No. 10(k) to Form 10-K for the year ended December 31, 1988
is hereby incorporated herein by reference.
(15) Exhibit No. 10(g) to Form 10-K for the year ended December 28, 1991
is hereby incorporated herein by reference.
(16) Exhibit No. 10(l) to Form 10-K for the year ended December 31, 1988
is hereby incorporated herein by reference.
(17) Exhibit No. 10(j) to Form 10-K for the year ended December 30, 1989
is hereby incorporated herein by reference.
(18) Exhibit No. 10(k) to Form 10-K for the year ended December 30, 1989
is hereby incorporated herein by reference.
(19) Exhibit No. 10(l) to Form 10-K for the year ended December 30, 1989
is hereby incorporated herein by reference.
(20) Exhibit No. 10(q) to Form 10-K for the year ended January 3, 1987
is hereby incorporated herein by reference.
(21) Exhibit No. 10(p) to Form 10-K for the year ended January 3, 1987
is hereby incorporated herein by reference.
(22) Exhibit No. 10(a) to Form 10-Q for the quarter ended March 28, 1992
is hereby incorporated herein by reference.
(23) Exhibit No. 6(a) to Form 10-Q for the quarter ended July 4, 1987 is
hereby incorporated herein by reference.
(24) Exhibit No. 19(a) to Form 10-Q for the quarter ended October 3,
1987 is hereby incorporated herein by reference.
(25) Exhibit No. 10(r) to Form 10-K for the year ended December 30, 1989
is hereby incorporated herein by reference.
(26) Exhibit No. 10(t) to Form 10-K for the year ended December 29, 1990
is hereby incorporated herein by reference.
(27) Exhibit No. 19(f) to Form 10-Q for the quarter ended April 3, 1993
is hereby incorporated herein by reference.
(28) Exhibit No. 10(u) to Form 10-K for the year ended December 29, 1990
is hereby incorporated herein by reference.
(29) Exhibit No. 10(v) to Form 10-K for the year ended December 29, 1990
is hereby incorporated herein by reference.
(30) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 2,
1993 is hereby incorporated herein by reference.
All documents incorporated herein by reference are filed with the Commission
under File Number 0-6187.
21