SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
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[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 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)
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BANTA CORPORATION
225 Main Street
Menasha, Wisconsin 54952
Notice of Annual Meeting of Shareholders
To Be Held April 25, 2000
To the Shareholders of Banta Corporation:
You are hereby notified that the annual meeting of shareholders of
Banta Corporation will be held at the Park Plaza Paper Valley Hotel, 333 West
College Avenue, Appleton, Wisconsin, on Tuesday, April 25, 2000, 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 3,
2000 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 may, 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 17, 2000
BANTA CORPORATION
225 Main Street
Menasha, Wisconsin 54952
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 25, 2000
This proxy statement is being furnished to shareholders by the Board
of Directors (the "Board") of Banta Corporation (the "Company"), beginning on or
about March 17, 2000, in connection with a solicitation of proxies by the Board
for use at the annual meeting of shareholders to be held on Tuesday, April 25,
2000, at 2:00 p.m., Central Time, at the Park Plaza Paper Valley Hotel, 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 3, 2000 are entitled to
notice of and to vote at the Annual Meeting. On that date, the Company had
outstanding and entitled to vote 25,398,503 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 2001 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 3, 2000,
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.
Director Principal Occupation; Office, if any,
Name Age Since Held in the Company; Other Directorships
- --------------------------------------------------------------------------------
Jameson A. Baxter 56 1991 President of Baxter Associates, Inc.
(management and financial consulting);
Trustee of The Putnam Funds; Director of
Ryerson Tull, Inc.
Donald D. Belcher 61 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.
John F. Bergstrom 53 1998 Chairman and Chief Executive Officer of
Bergstrom Corporation (automobile sales
and service, credit life insurance, and
automotive fleet leasing); Director of
Kimberly-Clark Corporation, Midwest
Express Holdings, Inc., Universal Foods
Corporation and Wisconsin Energy
Corporation.
Henry T. DeNero 53 1996 Chief Executive Officer of HomeSpace,
Inc. (homeowner services) since 1999;
Executive Vice President of First Data
Corporation (an information processing
and computer services company) from 1995
to 1998; Vice Chairman of Dayton Hudson
Corporation (retailing) from 1992 to
1994.
Richard L. Gunderson 66 1995 Former Chairman and Chief Executive
Officer of Aid Association for Lutherans
(fraternal benefit society providing
insurance and financial services).
Gerald A. Henseler 59 1982 Executive Vice President and Chief
Financial Officer of the Company.
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Director Principal Occupation; Office, if any,
Name Age Since Held in the Company; Other Directorships
- --------------------------------------------------------------------------------
Bernard S. Kubale 71 1973 Retired partner, law firm of Foley &
Lardner, Milwaukee, Wisconsin; Director
of Consolidated Papers, Inc. Foley &
Lardner has served as outside legal
counsel to the Company for many years.
Ray C. Richelsen 58 1998 Executive Vice President-Transportation,
Graphics and Safety Markets of 3M
Company (a manufacturer of optical films
and specialty materials) since January
1998; Group Vice President of 3M Company
prior thereto.
Michael J. Winkler 54 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.
-3-
BOARD OF DIRECTORS
General
The Board held eight meetings in 1999. 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 1999, other than Messrs. Richelsen and Winkler.
The Company has Audit, Compensation, and Nominating and Corporate
Governance Committees of the Board. The Audit Committee consists of Messrs.
Gunderson (Chairperson), Kubale, Richelsen and George T. Brophy. Mr. Brophy 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 1999, 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 (Chairperson) and Messrs. Bergstrom, Gunderson, Richelsen and Winkler.
The principal functions of the Compensation Committee, which met three times in
1999, are to administer the Company's deferred and incentive compensation plans
(including the Company's equity incentive plans); to annually evaluate salary
grades and ranges; to establish guidelines concerning average compensation
increases; and to specifically establish compensation of all officers, directors
and subsidiary or division presidents. The Nominating and Corporate Governance
Committee consists of Ms. Baxter and Messrs. Belcher, DeNero (Chairperson),
Gunderson and Kubale. The principal functions of the Nominating and Corporate
Governance Committee, which met one time in 1999, 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; 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; and
to consider and recommend to the Board other actions relating to corporate
governance. The Nominating and Corporate Governance Committee will consider
persons recommended by shareholders to become nominees. Recommendations for
consideration by the Nominating and Corporate Governance 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.
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Director Compensation
Annual Retainer and Meeting Fees. For fiscal 1999, directors of the
Company, other than full time employees and Mr. Kubale, received an annual
retainer fee of $24,000 ($12,000 of which was payable in shares of Common
Stock). In addition, such directors in fiscal 1999 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, DeNero, Gunderson, Kubale,
Bergstrom, Richelsen and Winkler automatically received an option for 1,500
shares of Common Stock at a per share exercise price of $21.375 on April 28,
1999 in accordance with the terms of the Company's 1995 Equity Incentive Plan,
as amended (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.
STOCK OWNERSHIP
Management
The following table sets forth information, as of March 3, 2000,
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
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executive officers as a group. As of March 3, 2000, 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
2.5% 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......................... 20,875
Donald D. Belcher......................... 209,457(3)
John F. Bergstrom......................... 11,438(4)
George T. Brophy.......................... 31,023
Henry T. DeNero........................... 11,300
Richard L. Gunderson...................... 15,000
Gerald A. Henseler........................ 149,616(5)
Bernard S. Kubale......................... 14,115
Ray C. Richelsen.......................... 6,000
Michael J. Winkler........................ 20,481
John E. Tiffany........................... 47,759(6)
Dennis J. Meyer........................... 36,999
Ronald D. Kneezel......................... 52,479
All directors and executive
officers as a group (14 persons)...... 655,702
-----------------------
(1) Includes shares subject to currently exercisable options and options
exercisable within 60 days of March 3, 2000 as follows: Ms. Baxter, 7,500
shares; Mr. Belcher, 157,499 shares; Mr. Bergstrom, 6,000 shares; Mr.
Brophy, 7,500 shares; Mr. DeNero, 9,000 shares; Mr. Gunderson, 7,500
shares; Mr. Henseler, 51,000 shares; Mr. Kubale, 7,500 shares; Mr.
Richelsen, 6,000 shares; Mr. Winkler, 9,000 shares; Mr. Tiffany, 33,750
shares; Mr. Meyer, 28,666 shares; Mr. Kneezel, 34,500 shares; and all
directors and executive officers as a group, 391,581 shares.
(2) Does not include holdings of phantom stock units by non-employee directors
as follows: Ms. Baxter, 3,336 units; Mr. Bergstrom, 989 units; Mr. Brophy,
7,131 units; Mr. DeNero, 4,751 units; Mr. Gunderson, 3,725 units; Mr.
Kubale, 2,826 units; Mr. Richelsen, 2,137 units; and Mr. Winkler, 1,417
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 2,350 shares held by a trust, 2,000 shares held by a partnership,
and 900 shares held by a trust for the benefit of Mr. Bergstrom's daughter.
Mr. Bergstrom shares voting and investment power over these shares.
-6-
(5) Includes 27,708 shares held by Mr. Henseler's spouse and 4,689 shares held
by trusts for the benefit of Mr. Henseler's daughter. Mr. Henseler shares
voting and investment power over these shares.
(6) Includes 4,156 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, 1999,
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
-----------------------------------------
Voting Power Investment Power
------------ ----------------
Percent
Name and Address of
of Beneficial Owner Sole Shared Sole Shared Aggregate Class
------------------- ---- ------ ---- ------ --------- -----
FMR Corp.(1)
82 Devonshire Street
Boston, MA 02109........ 46,100 0 2,339,500 0 2,339,500 9.2%
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020......1,738,750 0 1,896,300 0 1,896,300 7.5%
- ------------------
(1) 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.
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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."
Summary Compensation Table
Long Term Compensation
----------------------
Annual Compensation (1) Awards
----------------------- Securities Payouts
Underlying LTIP All Other
Name and Principal Position Year Salary Bonus Options Payouts Compensation(2)
- --------------------------- ---- ------ ----- ---------- ------- --------------
Donald D. Belcher 1999 $525,000 $378,000 170,000 $69,655 $ 3,200
Chairman of the Board, 1998 438,000 123,516 100,000 17,155 3,200
President and Chief 1997 419,000 0 55,000 0 3,200
Executive Officer
Gerald A. Henseler 1999 339,000 203,400 20,000 46,668 3,082
Executive Vice President 1998 326,000 76,610 18,000 12,768 3,024
and Chief Financial Officer 1997 313,000 0 18,000 0 3,200
John E. Tiffany 1999 201,000 96,480 15,000 27,581 2,569
Vice President 1998 191,000 35,908 12,000 7,481 2,499
Manufacturing 1997 182,500 0 12,000 0 2,375
Dennis J. Meyer 1999 198,000 95,040 12,000 27,222 2,691
Vice President 1998 189,500 35,626 12,000 7,422 3,096
Marketing and Planning 1997 182,000 0 10,000 0 3,167
Ronald D. Kneezel 1999 198,000 95,040 12,000 27,163 2,986
Vice President, General 1998 188,000 35,344 12,000 7,363 2,959
Counsel and Secretary 1997 179,500 0 12,000 0 3,167
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(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 $50,000 or 10% of the sum of such officer's salary
and bonus in each respective year.
(2) For fiscal 1999, consists of Company matching contributions under the Company's Incentive Savings Plan,
which is a profit sharing plan under Section 401(k) of the Internal Revenue Code.
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Stock Options
The Company has in effect equity plans pursuant to which options to
purchase Common Stock may be granted to key employees (including executive
officers) of the Company and its subsidiaries. The following table presents
certain information as to grants of stock options made during fiscal 1999 to
each of the named executive officers.
Option Grants in 1999 Fiscal Year
Grant
Individual Grants Date
- -------------------------------------------------------------------------------------------------- Value
-------------
Percentage of
Number of Total Options
Securities Granted to Exercise or Grant Date
Underlying Employees in Base Price Expiration Present
Name Options Granted(1) Fiscal Year ($/share) Date Value(2)
---- --------------- ------------- ----------- ---------- ----------
Donald D. Belcher........... 60,000 8.7% $23.50 10/24/09 $412,800
110,000 15.9 21.125 (3) 607,100
Gerald A. Henseler.......... 20,000 2.9 23.50 10/24/09 137,600
John E. Tiffany............. 15,000 2.2 23.50 10/24/09 103,200
Dennis J. Meyer............. 12,000 1.7 23.50 10/24/09 82,560
Ronald D. Kneezel........... 12,000 1.7 23.50 10/24/09 82,560
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(1) The options reflected in the table (which are nonstatutory stock options for purposes of the Internal
Revenue Code) were granted on October 25, 1999 (except for a 110,000 share option grant to Mr. Belcher,
which options were granted on December 7, 1999) 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 representing the interest rate on a U.S. Treasury security with a maturity date
corresponding to the term of the option; (c) volatility of approximately 39.3% (38.1% in the case of the
options granted on December 7, 1999), which was calculated using daily Common Stock prices for the
one-year period prior to the date of grant; (d) a dividend yield equal to approximately 2.4% (2.7% in the
case of the options granted on December 7, 1999), representing the dividend yield on the Common Stock as
of the date of grant; (e) an option term of ten years (five years in the case of certain options granted
on December 7, 1999); and (f) reductions of 15.6% to reflect the probability of forfeiture due to
termination prior to vesting and approximately 18% (approximately 11% in the case of options with a term
of five years) 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.
(3) Of the 110,000 options granted to Mr. Belcher reflected in this line, 40,000 expire on December 6, 2009
and 70,000 expire on December 6, 2004.
The following table sets forth information regarding the exercise of
stock options by each of the named executive officers during the 1999 fiscal
year and the fiscal year-end value of unexercised options held by such officers.
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Aggregated Option Exercises in 1999
Fiscal Year and Fiscal Year-End Option Values
Number of Securities Value of Unexercised In-the-
Shares Underlying Unexercised Money Options at Fiscal
Acquired Value Options at Fiscal Year-End Year-End (1)
Name on Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ----------- ------------- ----------- -------------
Donald D. Belcher.............. 67,500 $138,206 157,499 255,001 $78,125 $158,125
Gerald A. Henseler............. 12,000 33,210 51,000 38,000 28,125 0
John E. Tiffany................ - - 33,750 27,000 18,750 0
Dennis J. Meyer................ 9,000 29,864 28,666 23,334 14,062 0
Ronald D. Kneezel.............. 9,000 24,908 34,500 24,000 18,750 0
- ---------------------------
(1) The dollar values are calculated by determining the difference between the fair market value of the
underlying Common Stock and the exercise price of the options at exercise or fiscal year-end, as the case
may be.
Long-Term Incentives
The Company maintains the Banta Corporation Economic Profit Long-Term
Incentive Plan (the "EP Long-Term Plan"), which provides an incentive based both
on earnings per share performance and on the value created (i.e., "economic
profit") when a business generates a financial return that exceeds the total
cost of capital employed. The EP Long-Term Plan defines economic profit as the
difference between (a) net operating profit after tax and (b) the charge for
capital employed in the business. Payouts under the EP Long-Term Plan are made
in three annual installments and outstanding installments remain "at risk" and
subject to total loss or offset depending on future Company performance. The
Company also maintains the Banta Corporation Economic Profit Incentive
Compensation Plan (the "EP Incentive Plan"), which provides an annual incentive
based both on earnings per share performance and on the creation of economic
profit. The EP Incentive Plan incorporates a "bonus bank" into which annual
awards thereunder in excess of 200% of target, if any, are credited but not
paid. 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 upon
future performance.
Set forth below under the heading "Maximum" is the sum of (a) the
amount of unpaid installments under the EP Long-Term Plan and (b) the amount
credited to the "bonus bank" under the EP Incentive Plan for each of the named
executive officers at the end of fiscal 1999. The amounts under the heading
"Threshold" reflect the fact that the foregoing amounts are "at risk" and
subject to total loss.
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Long-Term Incentive Plans -- Awards in 1999 Fiscal Year
Name Estimated Future Payouts
---- -----------------------------------------
Threshold Maximum
--------- -------
Donald D. Belcher................. $ 0 $122,155
Gerald A. Henseler................ 0 80,568
John E. Tiffany................... 0 47,681
Dennis J. Meyer................... 0 47,022
Ronald D. Kneezel................. 0 46,963
The Company also has in effect the Banta Corporation Key Management
Retention Plan (the "Retention Plan"), which provides an incentive based on the
Company's earnings per share over the two-year period ending March 31, 2001.
Payouts under the Retention Plan will be based on the Company's cumulative
earnings per share on a fully diluted basis (subject to certain adjustments) for
the period from April 4, 1999 through March 31, 2001. For each full cent that
such earnings per share exceed $3.60, each participant will receive 1.25% of his
maximum award, but in no case more than 100% of such maximum award. A
participant whose employment with the Company is terminated on or before March
31, 2001 for any reason, except death or permanent disability, will not be
eligible to receive any award under the Retention Plan. Payouts under the
Retention Plan if earned will be made in one lump sum after March 31, 2001.
Notwithstanding the foregoing, in the event of a change of control of the
Company (as defined in the Retention Plan), all awards thereunder will
immediately vest and become payable.
Set forth below under the heading "Maximum" is the highest amount that
may be earned under the Retention Plan by each of the named executive officers
other than Mr. Belcher who does not participate in the Plan. The amounts under
the heading "Threshold" reflect the fact that the foregoing amounts may not be
earned if the earnings per share threshold is not achieved or if the named
executive officer's employment is terminated prior to the award being earned.
Key Management Retention Plan - Awards in 1999 Fiscal Year
Performance or other period
Name until maturation or payout Estimated Future Payouts
---- -------------------------- ------------------------
Threshold Maximum
--------- -------
Gerald A. Henseler.... 4/4/99 to 3/31/01 $ 0 $225,000
John E. Tiffany....... 4/4/99 to 3/31/01 0 225,000
Dennis J. Meyer....... 4/4/99 to 3/31/01 0 225,000
Ronald D. Kneezel..... 4/4/99 to 3/31/01 0 225,000
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
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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
Yearly Pension After
Average Monthly Specified Years of Service
Compensation in Five ---------------------------------------------------------------------------------
Highest Consecutive Years 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years
------------------------- -------- -------- -------- -------- -------- --------
$ 24,000 $72,000 $93,600 $115,200 $136,800 $158,400 $180,000
36,000 108,000 140,400 172,800 205,200 237,600 270,000
48,000 144,000 187,200 230,400 273,600 316,800 360,000
60,000 180,000 234,000 288,000 342,000 396,000 450,000
72,000 216,000 280,800 345,600 410,400 475,200 540,000
84,000 252,000 327,600 403,200 478,800 554,400 630,000
96,000 288,000 374,400 460,800 547,200 633,600 720,000
A participant's remuneration covered by the Company's pension
arrangement is such participant's base salary, annual bonus and long-term
incentive compensation. 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, 1999, Messrs. Belcher, Henseler, Tiffany, Meyer, and Kneezel had
completed 5, 33, 11, 6 and 11 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 agreement 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
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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. Under
the agreements, the executive's employee benefits such as health, accident and
life insurance will also be continued following a termination for which a
termination payment is made for up to three years or until comparable benefits
are available from a new employer. The agreements provide that, if any payments
thereunder constitute an "excess parachute payment" under the Internal Revenue
Code, the Company will pay the officer the amount necessary to offset the excise
tax and any additional taxes resulting from the payment of an excess parachute
payment. 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 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 Bank, N.A. 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
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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. The following is a report of the
Compensation Committee regarding executive compensation:
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 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 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 3.0%
for
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fiscal 1999. The Compensation Committee also approved a 4.2% guideline for 1999
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, the officer's individual job performance and the
performance of the group over which the individual had responsibility. 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 1999 based
on similar competitive compensation data and individual job performance
criteria. The base salary paid to Mr. Belcher for fiscal 1999 was $525,000.
Effective January 1, 1998, the Compensation Committee adopted the EP
Incentive Plan which replaced the Management Incentive Award Plan (the "MIAP")
that had been in effect for a number of years as the Company's annual incentive
arrangement. As currently in effect, the EP Incentive Plan as it relates to the
Company's executive officers emphasizes both earnings per share performance as
well as 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 both on EPS performance
and economic profit provides a better benchmark for evaluating and rewarding
management's performance than the bonus formula under the MIAP. For purposes of
the economic value creation component of the formula, 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 both EPS
performance and 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. Target economic profit levels have been established
by the Committee and 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 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. Under the EP Incentive Plan,
Mr. Belcher received a bonus of $378,000 for the 1999 fiscal year.
The Compensation Committee also adopted, effective January 1, 1998,
the EP Long-Term Plan as the successor to the Company's Long Term Incentive Plan
(the "LTIP"). The EP Long-Term Plan is similar to the EP Incentive Plan. Awards
paid under the EP Long-Term Plan to the executive officers are paid based
entirely on Company performance (EPS and economic profit performance) and are
paid out in three annual installments. The payouts
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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 EPS and 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. Mr. Belcher
received an award of $69,655 under the EP Long-Term Plan in 1999.
The Compensation Committee has also adopted the Retention Plan, which
provides an incentive tied to the Company's earnings per share over a two-year
period ending on March 31, 2001. The purpose of the Retention Plan is to provide
an additional inducement for certain key employees to remain with the Company
for at least that two-year period. Pursuant to the Retention Plan, a participant
whose employment with the Company is terminated on or before March 31, 2001 for
any reason, except death or permanent disability, will not be eligible to
receive any award under the Retention Plan. Payouts under the Retention Plan
will be based on the Company's two-year cumulative earnings per share on a fully
diluted basis (subject to certain adjustments) for the period from April 4, 1999
through March 31, 2001. For each full cent that such earnings per share exceed
$3.60, each participant will receive 1.25% of his maximum award, but in no event
will a participant receive more than 100% of such maximum award. Payouts under
the Retention Plan if earned will be made in one lump sum payment after March
31, 2001. In the event of a change of control of the Company, awards under the
Retention Plan will immediately vest and become payable. Mr. Belcher does not
participate in the Retention Plan.
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 Compensation 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 Compensation Committee 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 Compensation
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 Compensation Committee reviews, in
consultation with the Company's independent compensation consultants, option
grants made by a select group of peer companies. In 1999, the peer group
companies, some of which are included in the peer group described in the section
entitled "Performance Information," consisted of both industry competitors as
well as Midwestern-based companies of comparable size to the Company. Based on
this analysis, Mr. Belcher received an option to purchase 60,000 shares of
Common Stock at a per share exercise price of $23.50 on October 25, 1999 and an
option to purchase 110,000 shares at a per share exercise price of $21.125 on
December 7, 1999. By tying a portion of each executive officer's overall
compensation to stock price through the grant of
-16-
options, the Compensation 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 Compensation 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, 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 currently intends 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
COMPENSATION COMMITTEE
Jameson A. Baxter, Chairperson
John F. Bergstrom
Richard L. Gunderson
Ray C. Richelsen
Michael J. Winkler
PERFORMANCE INFORMATION
Set forth below are line graphs 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 graphs assumes the reinvestment of dividends. The companies in
the peer group are: Cadmus Communications Corp.; Courier Corp.; R. R. Donnelley
& Sons Company; and Quebecor Inc. Big Flower Press Holdings, Inc., a company
included in the peer group index in past years, is no longer a public company.
In addition, World Color Press, Inc., another company included in the peer group
index in past years, merged with and into Quebecor Inc. in fiscal 1999.
Accordingly,
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neither Big Flower Press Holdings, Inc. nor World Color Press, Inc. is included
in the peer group index. 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,
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
Banta Value........... $ 100 $ 148 $ 117 $ 141 $ 146 $ 123
S&P 500 Composite..... 100 138 169 226 290 347
Peer Group............ 100 137 111 133 158 96
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP acted as the independent auditors for the Company
during the fiscal year ended January 1, 2000, and it is anticipated that such
firm will be similarly appointed to act in the current fiscal year.
Representatives of Arthur Andersen LLP are expected to 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 $4,000 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 and the New York Stock
Exchange. 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.
-18-
SHAREHOLDER PROPOSALS
Proposals of shareholders pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934 ("Rule 14a-8") that are intended to be presented at the
2001 annual meeting of shareholders must be received by the Company no later
than November 17, 2000 to be included in the Company's proxy materials for that
meeting. Further, a shareholder who otherwise intends to present business at the
2001 annual meeting must comply with the requirements set forth in the Company's
By-laws. Among other things, to bring business before an annual meeting, a
shareholder must give written notice thereof, complying with the By-laws, to the
Secretary of the Company not less than 60 days and not more than 90 days prior
to the second Tuesday in the month of April, provided that the date of the
annual meeting is not advanced by more than 30 days or delayed by more than 60
days from the second Tuesday in the month of April. The 2001 annual meeting of
shareholders is tentatively scheduled to be held on April 24, 2001. Under the
By-laws, if the Company does not receive notice of a shareholder proposal
submitted otherwise than pursuant to Rule 14a-8 (i.e., a proposal a shareholder
intends to present at the 2001 annual meeting of shareholders but does not
intend to have included in the Company's proxy materials) on or prior to
February 9, 2001 (assuming an April 24, 2001 meeting date), then the notice will
be considered untimely and the Company will not be required to present such
proposal at the 2001 annual meeting. If the Board nonetheless chooses to present
such proposal at the 2001 annual meeting, then the persons named in proxies
solicited by the Board for the 2001 annual meeting may exercise discretionary
voting power with respect to such proposal.
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 1999. 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.
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BANTA CORPORATION
Proxy for Annual Meeting of Shareholders to be held April 25, 2000
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 Park Plaza Paper Valley
Hotel, 333 West College Avenue, Appleton, Wisconsin on April 25, 2000, at 2:00
P.M., Central Time, and at all adjournments or postponements thereof.
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.
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. This proxy is solicited on behalf of the Board
of Directors of Banta Corporation.
^ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED ^
/--------------------- ----------------------
/ /
/ BANTA CORPORATION 2000 ANNUAL MEETING /
/ /
1. ELECTION 1-Jameson A. Baxter 2-Donald D. Belcher [ ]FOR all [ ]WITHHOLD
OF 3-John F. Bergstrom 4-Henry T. DeNero nominees AUTHORITY
DIRECTORS: 5-Richard L. Gunderson 6-Gerald A. Henseler listed to the to vote
7-Bernard S. Kubale 8-Ray C. Richelsen left (except for all
9-Michael J. Winkler as specified nominees
below). listed to
the left.
(Instructions: To withhold authority to vote /-----------------------------/
for any indicated nominee(s), write the / /
number(s) of the nominee(s) in the box provided / /
to the right.) ------------------------------
2. In their discretion upon all such other business as may properly come before
the meeting.
Date ____________________ NO. OF SHARES
Check appropriate box /-----------------------------/
Indicate change below: / /
Address Change? [ ] Name Change? [ ] /_____________________________/
Signature(s) in Box
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.
/ /
/ /
/--------------------- ----------------------