SCHEDULE 14A INFORMATION
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(Amendment No. ____)
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Banta Corporation
(Name of Registrant as Specified in its Charter)
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BANTA CORPORATION
225 Main Street
Menasha, Wisconsin 54952
Notice of Annual Meeting of Shareholders
To Be Held April 23, 1996
To the Shareholders of Banta Corporation:
You are hereby notified that the annual meeting of shareholders
of Banta Corporation will be held at the Paper Valley Hotel & Conference
Center, 333 West College Avenue, Appleton, Wisconsin, on Tuesday,
April 23, 1996, 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
8, 1996 as the record date for the determination of the shareholders
entitled to notice of and to vote at the annual meeting.
We hope that you will be able to attend the meeting in person,
but if you are unable to do so, please fill in, sign and promptly mail
back the enclosed proxy form, using the return envelope provided. If, for
any reason, you should subsequently change your plans, you can, of course,
revoke the proxy at any time before it is actually voted.
By Order of the Board of Directors
BANTA CORPORATION
Ronald D. Kneezel
Secretary
Menasha, Wisconsin
March 14, 1996
BANTA CORPORATION
225 Main Street
Menasha, Wisconsin 54952
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 23, 1996
This proxy statement is being furnished to shareholders by the
Board of Directors (the "Board") of Banta Corporation, a Wisconsin
corporation (the "Company"), beginning on or about March 14, 1996, in
connection with a solicitation of proxies by the Board for use at the
annual meeting of shareholders to be held on Tuesday, April 23, 1996, at
2:00 p.m., Central Time, at the Paper Valley Hotel & Conference Center,
333 West College Avenue, Appleton, Wisconsin, and all adjournments or
postponements thereof (the "Annual Meeting"), for the purposes set forth
in the attached Notice of Annual Meeting of Shareholders.
Execution of a proxy given in response to this solicitation will
not affect a shareholder's right to attend the Annual Meeting and to vote
in person. Presence at the Annual Meeting of a shareholder who has signed
a proxy does not in itself revoke a proxy. Any shareholder giving a proxy
may revoke it at any time before it is voted by giving notice thereof to
the Company in writing or in open meeting, by attending the Annual Meeting
and voting in person, or by delivering a proxy bearing a later date.
A proxy, in the enclosed form, which is properly executed, duly
returned to the Company and not revoked will be voted in accordance with
the instructions contained therein. The shares represented by executed
but unmarked proxies will be voted FOR the nine persons nominated for
election as directors referred to herein and on such other business or
matters which may properly come before the Annual Meeting in accordance
with the best judgment of the persons named as proxies in the enclosed
form of proxy. Other than the election of directors, the Board has no
knowledge of any matters to be presented for action by the shareholders at
the Annual Meeting.
Only holders of record of the Company's common stock, $.10 par
value (the "Common Stock"), at the close of business on March 8, 1996 are
entitled to notice of and to vote at the Annual Meeting. On that date,
the Company had outstanding and entitled to vote 30,905,565 shares of
Common Stock, each of which is entitled to one vote per share. Common
Stock data included in this proxy statement have been adjusted to reflect
the Company's 50% Common Stock dividend paid on March 1, 1996.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect nine
directors of the Company, each to hold office until the 1997 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 8,
1996, about each of the Board nominees for election at the Annual Meeting.
Except as otherwise noted, each nominee has engaged in the principal
occupation or employment and has held the offices shown for more than the
past five years.
Principal Occupation; Office,
Director if any, Held in the Company;
Name Age Since Other Directorships
Jameson A. Baxter 52 1991 President, Baxter Associates
(management and financial
consulting); Trustee of The Putnam
Funds; Director of Avondale Federal
Savings Bank.
Donald D. Belcher 57 1994 Chairman since May 1, 1995 and
President and Chief Executive Officer
since January 1, 1995 of the Company;
President and Chief Operating Officer
of the Company from September 1, 1994
to January 1, 1995; Senior Group Vice
President of Avery Dennison
Corporation (diversified
manufacturing company) from 1990
until joining the Company.
George T. Brophy 61 1986 Chairman, President and Chief
Executive Officer of ABT Building
Products Corporation (building
materials) since October, 1992;
Chairman of GTB Enterprises (venture
capital and consulting firm) from
1989 to 1992; Director of ABT
Building Products Corporation.
William J. Cadogan 47 1993 Chairman since November, 1993, Chief
Executive Officer since November,
1991, and President since May, 1990
of ADC Telecommunications, Inc.
(transmission, networking and
broadband connectivity products);
Director of ADC Telecommunications,
Inc. and Advanced Circuits Corp.
Richard L. Gunderson 62 1995 Chairman and Chief Executive Officer
of Aid Association for Lutherans
(fraternal benefit society providing
insurance and financial services).
Gerald A. Henseler 55 1982 Executive Vice President and Chief
Financial Officer of the Company
since 1992; Senior Vice President,
Chief Financial Officer and Treasurer
of the Company prior thereto.
Bernard S. Kubale 67 1973 Partner, law firm of Foley & Lardner,
Milwaukee, Wisconsin; Director of
Consolidated Papers, Inc. and Schultz
Sav-O-Stores, Inc.
Donald Taylor 68 1988 Associate, Sullivan Associates (a
director candidate search firm) since
1992; Managing Director, USA, Anatar
Investments Limited (international
venture capital specialist) from 1989
to 1992; Director of Harnischfeger
Industries, Inc. and Johnson
Controls, Inc.
Allan J. Williamson 64 1966 President of Banta Book Group.
Directors are elected by a plurality of the votes cast (assuming
a quorum is present). An abstention from voting will be tabulated as a
vote withheld on the election, and will be included in computing the
number of shares present for purposes of determining the presence of a
quorum, but will not be considered in determining whether each of the
nominees has received a plurality of the votes cast at the Annual Meeting.
A broker or nominee holding shares registered in its name, or the name of
its nominee, which are beneficially owned by another person and for which
it has not received instructions as to voting from the beneficial owner,
has the discretion to vote the beneficial owner's shares with respect to
the election of directors.
THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS
DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE "FOR" ALL NOMINEES. SHARES
OF COMMON STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED
"FOR" ALL NOMINEES.
BOARD OF DIRECTORS
General
The Board held five meetings in 1995. 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 1995.
The Company has Audit, Compensation and Nominating Committees of
the Board. The Audit Committee consists of Messrs. Kubale and Taylor
(Chairperson). The principal functions performed by the Audit Committee,
which met two times in 1995, are to meet with the Company's independent
public accountants before the annual audit to review procedures and the
scope of the audit; to review the results of the audit; to review the
financial control mechanisms used by the Company and the adequacy of the
Company's accounting and financial controls; and to annually recommend to
the Board a firm of independent public accountants to serve as the
Company's auditors. The Compensation Committee consists of Ms. Baxter and
Messrs. Brophy, Cadogan, Gunderson, Kubale (Chairperson), and Taylor. The
principal functions of the Compensation Committee, which met three times
in 1995, are to administer the Company's equity incentive plans, deferred
compensation plans, Management Incentive Award Plan and Long Term
Incentive Plan; to annually evaluate salary grades and ranges; to
establish guidelines concerning average compensation increases; and to
specifically establish compensation of all officers, directors and
subsidiary or division presidents. The Nominating Committee consists of
Ms. Baxter (Chairperson) and Messrs. Belcher, Gunderson, Kubale, and
Williamson. The principal functions of the Nominating Committee, which
met two times in 1995, are to recommend persons to be selected by the
Board as nominees for election as directors; to recommend persons to be
elected to fill any vacancies on the Board; and to consider and recommend
to the Board qualifications for the office of director and policies
concerning the term of office of directors and the composition of the
Board. The Nominating Committee will consider persons recommended by
shareholders to become nominees. Recommendations for consideration by the
Nominating Committee should be sent to the Secretary of the Company in
writing together with appropriate biographical information concerning each
proposed nominee.
Director Compensation
Directors of the Company, other than full time employees and
Mr. Kubale, receive an annual retainer fee of $20,000 plus $1,000 for
every meeting of the Board they attend and $1,000 ($1,250 for the
committee chairperson) for every committee meeting they attend, unless
such committee meeting is held in conjunction with a Board meeting (in
which case only the committee chairperson receives a separate meeting fee
of $250). A director may elect to defer all or any part of the foregoing
cash compensation, in which case the amount deferred will be paid in three
annual installments after such person ceases to be a director and will be
credited with interest at the prime rate.
In addition to the compensation described above, each of Ms.
Baxter and Messrs. Brophy, Cadogan, Gunderson, Kubale and Taylor
automatically received an option for 1,500 shares of Common Stock at a per
share exercise price of $22.67 on April 26, 1995 in accordance with the
terms of the Company's 1995 Equity Incentive Plan (the "1995 Plan").
Under the terms of the 1995 Plan, each person when first elected as a non-
employee director of the Company automatically receives an option for
4,500 shares of Common Stock. The 1995 Plan also provides that,
subsequent to the initial grant, each non-employee director (who continues
to serve in such capacity) automatically receives an option to purchase an
additional 1,500 shares of Common Stock on the day after each annual
meeting of shareholders; provided, however, that if a person who is first
elected as a non-employee director on the date of the annual meeting of
shareholders receives the initial option grant under the 1995 Plan on that
date, such director will not be entitled to begin receiving subsequent
grants until the day following the next succeeding annual meeting of
shareholders. Options granted to non-employee directors under the 1995
Plan have a per share exercise price equal to 100% of the market value of
a share of Common Stock on the date of grant and become exercisable six
months after the date of grant, except that if the non-employee director
ceases to be a director by reason of death, disability or retirement
during such six-month period, the option will become immediately
exercisable in full. Options granted to non-employee directors under the
1995 Plan terminate on the earlier of (a) ten years after the date of
grant, or (b) twelve months after the non-employee director ceases to be a
director. Upon his election to the Board effective January 1, 1995, Mr.
Gunderson also automatically received an option for 4,500 shares of Common
Stock at a per share exercise price of $20.17 in accordance with the
Company's 1991 Stock Option Plan (the "1991 Plan"). Options granted to
non-employee directors under the 1991 Plan are substantially identical to
options under the 1995 Plan, except that non-employee director options
under the 1991 Plan terminate on the earlier of (a) five years after the
date of grant, (b) six months after the non-employee director ceases to be
a director by reason of death, or (c) three months after the non-employee
director ceases to be a director for any reason other than death. The
1991 Plan has been amended such that no additional options will be granted
to non-employee directors thereunder.
On December 20, 1995, Mr. Taylor exercised an option granted
under the 1991 Plan for 2,250 shares and realized a gain of $33,495, and
on December 29, 1995, Mr. Brophy exercised an option granted under the
1991 Plan for 6,750 shares and realized a gain of $110,610. No other
options were exercised by non-employee directors during fiscal 1995.
Non-employee directors of the Company are also entitled to
retirement benefits pursuant to a plan adopted by the Company. For a non-
employee director who is fully vested under this plan, the annual amount
of the benefit will be one-half of the retainer paid to active directors
at the time of retirement of the non-employee director. The benefit will
be payable commencing after the director's 65th birthday or subsequent
retirement from the Board, whichever is later. The retirement benefit
will be payable for the number of whole years, up to a maximum of ten,
that the director was a non-employee director of the Company. A non-
employee director has no vested interest in the retirement benefit until
the completion of three full years of service as a non-employee director.
At that time, the benefit is 30% vested, and an additional 10% of the
benefit vests with each additional year of service. The vested benefit is
payable to a non-employee director's designated beneficiary if the
director dies before receipt of the full benefit.
STOCK OWNERSHIP
Management
The following table sets forth information, as of March 8, 1996,
regarding beneficial ownership of Common Stock by each director and
nominee, each of the executive officers named in the Summary Compensation
Table set forth below, and all of the directors and executive officers as
a group. Except as otherwise indicated in the footnotes, all of the
persons listed below have sole voting and investment power over the shares
of Common Stock identified as beneficially owned.
Amount and Nature of
Beneficial Percent of
Name of Beneficial Owner Ownership(1) Class
Jameson A. Bax . . . . . . 13,875 *
Donald D. Belc . . . . . . 31,875 *
George T. Brop . . . . . . 14,475 *
William J. Cado . . . . . . 7,800 *
Richard L. Gunderson . . . 8,250 *
Gerald A. Henseler . . . . 129,029(2) *
Bernard S. Kubale . . . . 16,707 *
Donald Taylor . . . . . . 10,574 *
Allan J. Williamson . . . 214,957(3) *
Dennis J. Meyer . . . . . 6,384 *
John E. Tiffany . . . . . 14,650(4) *
All directors and executive
officers as a group (13
persons) . . . . . . . . 536,777 1.7%
________________
* Less than one percent.
(1) Includes shares subject to currently exercisable options and options
exercisable within 60 days of March 8, 1996 as follows: Ms. Baxter,
6,000 shares; Mr. Belcher, 16,875 shares; Mr. Brophy, 6,000 shares;
Mr. Cadogan, 3,000 shares; Mr. Gunderson, 6,000 shares; Mr. Henseler,
27,000 shares; Mr. Kubale, 12,750 shares; Mr. Taylor, 6,000 shares;
Mr. Williamson, 32,250 shares; Mr. Meyer, 2,250 shares; Mr. Tiffany,
3,750 shares; and all directors and executive officers as a group,
163,125 shares.
(2) Includes 27,915 shares held by Mr. Henseler's spouse and 7,506 shares
held by trusts for the benefit of Mr. Henseler's daughter. Mr.
Henseler shares voting and investment power over these shares.
(3) Includes 2,700 shares held by Mr. Williamson's spouse. Mr.
Williamson shares voting and investment power over these shares.
(4) Includes 2,619 shares held by Mr. Tiffany's spouse. Mr. Tiffany
shares voting and investment power over these shares.
Other Beneficial Owner
The following table sets forth information, as of December 31,
1995, regarding beneficial ownership by the only person known to the
Company to own more than 5% of the outstanding Common Stock. The
beneficial ownership set forth below has been reported on a filing made on
Schedule 13G with the Securities and Exchange Commission by the beneficial
owner.
Amount and Nature of Beneficial
Ownership
Voting Power Investment Power
Name and Address of Percent
Beneficial Owner Sole Shared Sole Shared Aggregate of Class
The Capital Group 99,000 -0- 1,592,175 -0- 1,592,175 5.2%
Companies, Inc.(1)
333 South Hope Street
Los Angeles, CA 90071
<FN>
______________________________
(1) The Company has been advised that The Capital Group Companies,
Inc. is the parent holding company of six separate investment management
companies, three of which are based in the United States. The Company is
further advised that, at December 31, 1995, two of the U.S.-based entities
exercised investment power over an aggregate of 1,592,175 shares of Common
Stock, which shares are owned by various institutional investors. The
Capital Group Companies, Inc. disclaims beneficial ownership of the shares
of Common Stock reflected in the table.
EXECUTIVE COMPENSATION
Summary Compensation Information
The following table sets forth certain information for each of
the last three fiscal years concerning compensation awarded to, earned by
or paid to the person who served as the Company's Chief Executive Officer
during fiscal 1995 and each of its four other most highly compensated
executive officers whose total cash compensation exceeded $100,000 in
fiscal 1995. 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 Payouts
Securities All Other
Underlying LTIP Compensation
Name and Principal Position Year Salary Bonus (2) Options Payouts (3) (4)
Donald D. Belcher 1995 $375,000 $244,988 37,500 $32,222 $98,691
Chairman of the Board, 1994 96,250 120,000 67,500 --- 17,178
President and Chief 1993 --- --- --- --- ---
Executive Officer
Gerald A. Henseler 1995 287,500 159,074 15,000 51,900 6,264
Executive Vice President 1994 257,000 135,362 12,000 57,498 6,729
and Chief Financial Officer 1993 234,000 120,112 10,500 45,026 6,637
Allan J. Williamson 1995 220,000 142,632 12,000 41,733 3,936
President of Banta 1994 208,000 117,868 12,000 48,222 4,401
Book Group 1993 198,000 131,671 9,000 39,702 4,309
Dennis J. Meyer 1995 168,000 86,154 9,000 --- 3,783
Vice President 1994 149,065 78,272 9,000 --- 1,554
Marketing and Planning 1993 --- --- --- --- ---
John E. Tiffany 1995 167,000 75,701 9,750 31,867 3,774
Vice President 1994 160,000 68,272 8,250 36,969 3,474
Manufacturing 1993 151,000 62,408 7,500 30,529 3,288
<FN>
_________________________
(1) Certain personal benefits provided by the Company to the named
executive officers are not included in the table. The aggregate
amount of such personal benefits for each named executive
officer in each year reflected in the table did not exceed the
lesser of $50,000 or 10% of the sum of such officer's salary and
bonus in each respective year.
(2) Consists of awards under the Company's Management Incentive
Award Plan, which is a performance-based bonus plan. The bonus
amounts for Mr. Meyer also include a bonus payment of $10,000 in
each of 1995 and 1994 relating to the commencement of his
employment with the Company.
(3) Consists of awards under the Company's Long Term Incentive Plan,
with respect to successive three-year performance periods.
(4) For fiscal 1995, includes Company matching contributions under
the Company's Incentive Savings Plan, which is a profit sharing
plan under Section 401(k) of the Internal Revenue Code, of
$2,436, $3,000, $3,000, $2,310 and $2,962 for Messrs. Belcher,
Henseler, Williamson, Meyer and Tiffany, respectively, and
premiums for disability insurance in excess of the coverage
provided other salaried employees in the amounts of $10,602,
$3,264, $936, $1,473 and $812 paid by the Company on behalf of
Messrs. Belcher, Henseler, Williamson, Meyer and Tiffany,
respectively. The amount reflected in the table for fiscal 1995
for Mr. Belcher also includes $85,653 related to Mr. Belcher's
relocation.
Stock Options
The Company has in effect equity plans pursuant to which options
to purchase Common Stock may be granted to key employees (including
executive officers) of the Company and its subsidiaries. The following
table presents certain information as to grants of stock options made
during fiscal 1995 to each of the named executive officers.
Option Grants in 1995 Fiscal Year
Grant Date
Individual Grants Value
Percentage of
Number of Total Options
Securities Granted to Exercise or Grant Date
Underlying Employees in Base Price Expiration Present
Name Options Granted (1) Fiscal Year ($/share) Date Value (2)
Donald D. Belcher . . . . . 37,500 8.0% $27.58 10/30/05 $308,250
Gerald A. Henseler . . . . 15,000 3.2 27.58 10/30/05 123,300
Allan J. Williamson . . . . 7,500 1.6 27.58 10/30/05 61,650
4,500 1.0 29.50 12/04/05 40,095
John E. Tiffany . . . . . . 9,750 2.1 27.58 10/30/05 80,145
Dennis J. Meyer . . . . . . 9,000 1.9 27.58 10/30/05 73,980
<FN>
_________________________
(1) The options reflected in the table (which are nonstatutory stock
options for purposes of the Internal Revenue Code) were granted on
October 31, 1995 (December 5, 1995 for the second option grant to Mr.
Williamson) and vest ratably over the three-year period following the
date of grant. The options are subject to early vesting in the case
of the optionee's death, disability or retirement after reaching age
65.
(2) The option values presented are based on the Black-Scholes option
pricing model adopted for use in valuing stock options. Material
assumptions and adjustments incorporated in the Black-Scholes model
in estimating the values of the options reflected in the table above
include the following: (a) an exercise price of the option equal to
the fair market value of the underlying stock on the date of grant;
(b) a risk-free rate of return equal to 6.04%, representing the
interest rate on a U.S. Treasury security with a maturity date
corresponding to the term of the option; (c) volatility of 23.6%,
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
1.35%, representing the dividend yield on the Common Stock as of the
date of grant; (e) an option term of ten years; and (f) reductions of
approximately 8% to reflect the probability of forfeiture due to
termination prior to vesting and approximately 19% to reflect the
probability of a shortened option term due to termination of
employment prior to the expiration date. The grant date present
value under the Black- Scholes methodology for the second option
grant to Mr. Williamson is based on the foregoing assumptions and
calculated as though such option was granted on October 31, 1995
(except that the exercise price of the option was based on the
December 5, 1995 grant 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.
The following table sets forth information regarding the
exercise of stock options by each of the named executive officers during
the 1995 fiscal year and the fiscal year-end value of unexercised options
held by such officers.
Aggregated Option Exercises in 1995
Fiscal Year and Fiscal Year-End Option Values
Value of Unexercised
Number of Securities In-the- Money
Shares Underlying Unexercised Options at Fiscal
Acquired on Value Options at Fiscal Year-End Year-End (1)
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
Donald D. Belcher . . . 0 $ 0 16,875 88,125 $125,625 $442,500
Gerald A. Henseler . . 6,000 111,000 27,000 29,250 324,092 135,312
Allan J. Williamson . . 10,350 173,362 32,250 25,500 427,655 117,750
Dennis J. Meyer . . . . 0 0 2,250 15,750 22,187 92,875
John E. Tiffany . . . . 15,000 155,769 3,750 19,688 19,500 74,250
<FN>
_________________________
(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 Incentive Plan
During fiscal 1995, each of the named executive officers was
designated as a participant under the Company's Long Term Incentive Plan
(the "LTIP") for the 1995 to 1997 performance period. Information
regarding such participation is set forth below. Awards, if any, earned
for the 1995 to 1997 performance period will be paid in early 1998.
Long Term Incentive Plan - Participation in 1995 Fiscal Year (1)
Performance or Other Estimated Future Payouts
Period Until
Maturation
Name or Payout Threshold Target Maximum
Donald D. Belcher . . . . . $48,438 $96,875 $145,313
Gerald A. Henseler . . . . 1995 to 1997 36,719 73,438 110,156
Allan J. Williamson . . . . Fiscal Years 28,188 56,375 84,563
Dennis J. Meyer . . . . . . 21,438 42,875 64,313
John E. Tiffany . . . . . . 21,344 42,688 64,031
<FN>
_________________________
(1) The LTIP provides for cash awards to officers and other key employees
of the Company with respect to successive three-year performance
periods. Awards for a performance period under the LTIP are based
upon attainment of goals established for the Company as a whole with
respect to such performance period. For the 1995 to 1997 performance
period (comparable to prior performance periods), awards will be
based on the achievement of a specified return on equity. Awards
under the LTIP range from 12.5% to 37.5% of a participant's average
base salary during the performance period depending upon whether the
threshold, target or maximum performance goals are achieved. The
estimated future payouts set forth above are based on the average of
the 1995 and 1996 base salaries of the named executive officers.
Pension Plan Benefits
The following table sets forth the estimated annual pension
benefits payable to a covered participant at normal retirement age under
the Company's Salaried Employees Pension Plan as well as under the
Company's Supplemental Retirement Plan (which, in part, provides benefits
that would otherwise be denied participants by reason of certain Internal
Revenue Code limitations on qualified benefit plans) based upon
remuneration that is covered under the plans and years of service with the
Company and its subsidiaries.
Pension Plan Table
Average Monthly Yearly Pension After
Compensation in Five Specified Years of Service
Highest Consecutive
Years 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years
$12,000 $ 36,000 $ 46,800 $ 57,600 $ 68,400 $ 79,200 $ 90,000
15,000 45,000 58,500 72,000 85,500 99,000 112,500
18,000 54,000 70,200 86,400 102,600 118,800 135,000
21,000 63,000 81,900 100,800 119,700 138,600 157,500
24,000 72,000 93,600 115,200 136,800 158,400 180,000
27,000 81,000 105,300 129,600 153,900 178,200 202,500
30,000 90,000 117,000 144,000 171,000 198,000 225,000
33,000 99,000 128,700 158,400 188,100 217,800 247,500
36,000 108,000 140,400 172,800 205,200 237,600 270,000
39,000 117,000 152,100 187,200 222,300 257,400 292,500
42,000 126,000 163,800 201,600 239,400 277,200 315,000
A participant's remuneration covered by the Company's pension
plans is such participant's base salary. The base salaries paid for each
of the last three fiscal years to the named executive officers are set
forth in the Summary Compensation Table. As of December 31, 1995, Messrs.
Belcher, Henseler, Williamson, Tiffany and Meyer had completed 1, 29, 33,
7 and 2 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 agreements with Messrs. Williamson and Henseler
which provide 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 the executive officer's employment is terminated by the
Company other than for cause as defined in the agreements or if he
terminates his employment because of significant changes made in his
working conditions or status without his consent. Continued salary
payments and insurance benefits are to be reduced by corresponding
payments and benefits obtained from any successor employer. The
transactions which are deemed to result in a "change of control" of the
Company for purposes of the agreements include: (1) the acquisition of
more than 30% of the voting stock of the Company by any person,
organization or group; (2) the sale of all or substantially all of the
Company's business or assets; (3) a consolidation or merger, unless the
Company or a subsidiary is the surviving corporation; (4) the acquisition
of assets or stock of another entity if in connection with the acquisition
new persons become directors of the Company and constitute a majority of
the Board; and (5) the election in opposition to the nominees proposed by
management of two or more directors in any one election on behalf of any
person, organization or group.
The Company also has agreements with Messrs. Belcher, Tiffany,
Meyer and certain other officers and key employees which, in addition to
benefits similar to those described in (a), (c) and (d) above, provide for
continued employment for periods of from one to three years after a change
of control (the "Employment Period") and for lump-sum termination payments
ranging from a minimum of one year's salary and bonus to a maximum of
three year's salary and bonus if employment is terminated during the
Employment Period by the Company (other than for cause or disability) or
by the executive due to significant changes in his working conditions or
status without his consent. The agreements also provide the foregoing
benefits in connection with certain terminations which are effected in
anticipation of a change of control. During the Employment Period, the
executive's employee benefits such as health, accident and life insurance
will be continued until comparable benefits are available from a new
employer. The termination payment and amount of benefits may be reduced
to the extent necessary to avoid an "excess parachute payment" under the
Internal Revenue Code but if, notwithstanding any such reduction, the
executive is required to pay any excise tax, penalties or interest with
respect to the termination payment and benefits, the Company is required
to make a cash payment to him designed to compensate for such taxes,
penalties and interest. In addition, the Company has agreed to pay Mr.
Belcher a severance payment of two year's salary (and continue to provide
health insurance for two years) if his employment with the Company is
terminated other than for cause or disability prior to a change of
control. The Company has also agreed to pay Mr. Belcher an additional
retirement benefit of $15,000 for each year of service up to five years
less the amount he is entitled to receive either under the Company's
Salaried Employees Pension Plan and Supplemental Retirement Plan or
pursuant to the provisions of his termination agreement described above
which provide for the payment of additional pension benefits in the event
of his termination following a change of control. The additional
retirement benefit would be reduced by 50% in the event of Mr. Belcher's
death and would be paid to his spouse for her life. Mr. Meyer also has a
severance agreement with the Company pursuant to which he would receive a
severance payment of up to one year's salary if he is terminated prior to
April 30, 1996.
The Company has deferred compensation plans for key employees in
which the named executive officers are eligible to participate and which
provide for deferral of salary payments. Payments under the deferred
compensation plans generally commence following retirement of the
participant. However, in the event of a change of control, a participant
in the deferred compensation plans will receive a lump sum payment. The
lump sum payment will be equal to the present value of the participant's
future benefits if the participant is receiving benefits at the time of
such change of control or the amount standing to the participant's credit
in his or her deferred compensation account if the participant is not
otherwise entitled to receive benefits at the time of such change of
control. Amounts paid under the Management Incentive Award Plan and the
LTIP also are subject to deferral at the election of the participants.
Payment of such deferred amounts generally begins following the retirement
of the participant and is not subject to acceleration in the event of a
change of control of the Company. The Company has entered into an
executive trust agreement with Firstar Trust Company to provide a means of
segregating assets for the payment of these benefits (as well as benefits
under the Company's Supplemental Retirement Plan), subject to claims of
the Company's creditors. Such trust is only nominally funded until the
occurrence of a potential change of control.
The Company also has an agreement with Mr. Williamson providing
for monthly payments of $3,000 to him following retirement for a period of
120 months. In the event of death after retirement and prior to receipt
of all payments, any remaining payments are to be made to Mr. Williamson's
designated beneficiary or estate. Payments under the agreement may be
forfeited in the event Mr. Williamson engages in specified competitive
activities during the first four years following retirement. In addition,
the Company has an agreement with Mr. Henseler providing for monthly
payments of $2,000 for 120 months in the event that Mr. Henseler's
employment is terminated by the Company or as a result of his death or if
Mr. Henseler retires after age 62. The agreement provides that Mr.
Henseler may designate a beneficiary to receive the payments to which he
is entitled in the event of his death prior to the receipt of any or all
such payments. Payments under the agreement may be forfeited in the event
Mr. Henseler engages in specified competitive activities during the first
four years following his retirement or such termination.
Board Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board is responsible for the
various aspects of the Company's compensation package offered to its
executive officers, including the named executive officers. The following
is the report of the Compensation Committee:
Policies Governing Executive Compensation. The Company's
general policies relating to executive compensation are: (a) to establish
a direct link between executive compensation and the annual, intermediate-
term and long-term performance of the Company; (b) to provide performance-
based compensation opportunities (including equity-based awards) which
allow executive officers to earn rewards for maximizing shareholder value;
(c) to attract and retain the key executives necessary for the Company's
long-term success; and (d) to reward individual initiative and the
achievement of specified goals. In applying these general policies, the
Compensation Committee's objective has been to ensure that a significant
portion of the compensation paid to more senior executive officers, such
as the named executive officers, be incentive-based since these
individuals have more control and responsibility for the Company's
direction and performance. The Compensation Committee's intent 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, compares the base salaries paid or proposed to
be paid by the Company with the ranges of salaries paid by corporations of
similar size relative to the Company and operating in comparable
industries. In establishing salaries for 1995, the Compensation Committee
reviewed salary data compiled by the Company's independent compensation
consultants, including data for Fortune 1000 companies. Although this
comparison group included some of the companies constituting the peer
group described in the section entitled "Performance Information," the
comparison group considered by the Compensation Committee was much larger
than the peer group. It is the judgment of the Compensation Committee
that a review of the compensation practices of a broader range of
companies is appropriate in establishing competitive salary ranges for the
Company's executive officers. The relative financial performance of the
companies in the comparison group was considered by the Compensation
Committee in setting base salaries for the Company's executive officers.
Using the salary ranges derived from a review of the comparison
group companies as a guide, the Compensation Committee established base
salary levels for the Company's executive officers at or around the median
level of prevailing market practice. For 1995, the Compensation Committee
increased the minimum, midpoint and maximum ranges for each salary grade
by 3.0%. The Compensation Committee also approved a 4.3% guideline for
1995 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, who was then
serving as the Company's President and Chief Operating Officer and who
became the Company's Chief Executive Officer on January 1, 1995, and Mr.
Calvin W. Aurand, Jr., who retired as the Company's Chief Executive
Officer effective December 31, 1994, made specific recommendations for
salary adjustments (other than their own) to the Compensation Committee
based on the foregoing guidance provided by the Committee as well as a
review of industry comparables, the level of responsibility delegated to
the particular executive officer, the expertise and skills offered by each
officer and the officer's individual job performance. These various
factors were considered on a case-by-case basis and no specific formula
was used to give any one factor a relative weight as compared to the
others. The Compensation Committee reviewed the foregoing recommendations
and then made final decisions on the base salaries to be paid by the
Company. Although base salary levels established for the Company's
executive officers in 1995 were not directly tied to any specific measure
of corporate performance, the Compensation Committee did consider the
cumulative total return on the Common Stock over the last several years in
reaching its final decision on compensation levels. See "Performance
Information." The Compensation Committee also reviewed and fixed the base
salary of Mr. Belcher for 1995 based on similar competitive compensation
data and individual job performance criteria. The base salary paid to Mr.
Belcher for fiscal 1995 was $375,000.
In addition to base salary, it is the policy of the Compensation
Committee to provide a substantial portion of each executive officer's
total compensation through annual and intermediate-term incentive plans
which provide awards based on Company performance. The purpose of these
plans is to more closely align compensation to the Company's annual and
intermediate-term financial performance and to reward key employees for
the achievement of certain other specified goals.
The Company's Management Incentive Award Plan allows key
employees of the Company (including the Chief Executive Officer and the
other named executive officers) to earn cash bonus awards in any year in
which the Company's return on equity equals or exceeds 13% and certain
other Company-wide and, where appropriate, divisional goals are achieved.
The Company-wide and divisional goals established under the Management
Incentive Award Plan are reviewed and approved on an annual basis by the
Compensation Committee. Under the Plan, and assuming that the return on
equity threshold is achieved, awards paid to executive officers serving in
one of the Company's divisions are based 25% on the achievement of an
established goal for pre-tax earnings on a Company-wide basis and 75% on
the achievement of specific divisional goals. The divisional goals are
tailored on an annual basis to reflect management's objectives regarding
each individual division. In 1995, each division had as its primary
divisional goal a target relating to either operating income or pre-tax
earnings. Executive officers who have corporate (as compared with
divisional) responsibilities receive bonus awards under the Management
Incentive Award Plan based on the Company meeting the return on equity
threshold and achieving a pre-tax earnings target. Awards under the Plan
are made on a continuum subject to minimum, targeted and maximum amounts
and reflect varying percentages of salary based on the individual's
respective salary grade. Subject to certain limitations, special awards
may be made to specified participants even if the return on equity target
is not met if the Compensation Committee determines that such participants
contributed substantially to improved performance. Bonuses paid to the
named executive officers for 1995 performance under the Management
Incentive Award Plan are reflected in the "Bonus" column of the Summary
Compensation Table. The bonus paid to Mr. Belcher for 1995 ($244,988) was
based on the Company surpassing the 13% target for return on equity and
achieving a specified goal relating to pre-tax earnings on a Company-wide
basis. The award to Mr. Belcher was between the targeted and maximum
amounts available under the Management Incentive Award Plan.
The LTIP is intended to provide intermediate-term performance
incentives for the Company's key employees, including the named executive
officers. The LTIP offers cash awards for the achievement of specified
targets for return on equity over successive three-year performance
periods. If the performance targets are met, the magnitude of awards
under the LTIP will be based on the extent to which goals are achieved or
surpassed and the particular employee's salary grade. For the performance
period ended December 30, 1995, the Company achieved a three-year return
on equity resulting in awards to participants between the threshold and
targeted amounts. Based on this performance and his salary grade, Mr.
Belcher was awarded $32,222 under the LTIP for the performance period
ended December 30, 1995. Mr. Belcher, who joined the Company in
September, 1994, received a pro rata award under the LTIP since he had not
been employed by the Company during the entire performance period for
which the award was made.
The Company's executive compensation package also 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, only stock options have been granted by the
Compensation Committee. Stock options granted by the Company have a per
share exercise price of 100% of the fair market value of a share of Common
Stock on the date of grant and, accordingly, the value of the option will
be dependent on the future market value of the Common Stock. It has been
the policy of the Compensation Committee that options should provide a
long-term incentive and align the interests of management with the
interests of shareholders.
Prior to 1995, the number of shares of Common Stock subject to
options granted to the Company's executive officers had historically been
based primarily on the relative salary grade of each officer. The
Compensation Committee also considered the amounts and terms of prior
grants in making new option grants in each year. In 1995, in consultation
with the Company's independent compensation consultants, the Compensation
Committee compared its prior and proposed stock option grants to the
Company's executive officers with option grants made by a selected group
of peer companies. The peer group companies, some of which are included
in the peer group described in the section entitled "Performance
Information," consisted of publishing/manufacturing companies with (a)
annual revenues of $500 million to $1 billion, (b) a market capitalization
of between $600 million and $900 million, and (c) a return on invested
capital of between 10% and 20%. Based on this comparison group, the
Compensation Committee made stock option grants to the Company's executive
officers at or around the median level for the peer group companies.
Based on this analysis, Mr. Belcher received an option to purchase 37,500
shares of Common Stock at a per share exercise price of $27.58. By tying
a portion of each executive officer's overall compensation to stock price
through the grant of options, the Compensation Committee seeks to enhance
its objective of providing a further incentive to maximize long-term
shareholder value.
In connection with the Company's equity-based plans, the
Compensation Committee endorses the policy that stock ownership by
management is an important factor in aligning the interests of management
and the Company's shareholders. The Compensation Committee has adopted
stock ownership guidelines that are intended to encourage stock ownership
by management. Under these guidelines, management personnel are expected
to own a specified number of shares of Common Stock depending upon their
respective salary grade. These guidelines were adopted in 1994 and are
being phased in over a period of years. It is the Compensation
Committee's intent that an individual's compliance with the stock
ownership guidelines will be considered in determining the size of any
future equity-based grants.
The Compensation Committee'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 Compensation Committee's view, a
competitive benefit 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
Bernard S. Kubale, Chairperson
Barry K. Allen*
Jameson A. Baxter
George T. Brophy
William J. Cadogan
Richard L. Gunderson
Donald Taylor
* Mr. Allen resigned as a director of the Company and a member of the
Compensation Committee effective December 31, 1995.
Compensation Committee Interlocks and Insider Participation
During 1995, the Compensation Committee consisted of Ms. Baxter
and Messrs. Allen, Brophy, Cadogan, Gunderson, Kubale (Chairperson), and
Taylor. Mr. Kubale is a partner in the law firm of Foley & Lardner,
Milwaukee, Wisconsin. Foley & Lardner has served as legal counsel to the
Company for many years.
PERFORMANCE INFORMATION
Set forth below is a line graph comparing during the last five
years the Company's cumulative total shareholder return with the
cumulative total return of companies in the Standard & Poor's 500 Stock
Index and companies in a peer group selected in good faith by the Company.
The total return information presented in the graph assumes the
reinvestment of dividends. The companies in the peer group comparison
are: American Business Products Inc.; Bowne and Company Inc.; CSS
Industries, Inc.; Cadmus Communications Corp.; Courier Corp.; Devon Group,
Inc.; Duplex Products Inc.; Ennis Business Forms Inc.; John H. Harland
Company; Reynolds and Reynolds Company; Standard Register Company; Wallace
Computer Services Inc.; and Waverly, Inc. All of these companies are in
the graphic arts industry. The returns of each component 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,
1990 1991 1992 1993 1994 1995
Banta Value . . . . . . $100 $120 $173 $230 $195 $288
S&P 500 Composite . . . 100 130 140 154 156 215
Peer Index . . . . . . 100 144 167 203 200 288
During 1995, Wallace Computer Services Inc. ("Wallace"), one of
the companies included in the peer group described above, was subject to a
hostile takeover bid. The Company's management believes that this
takeover bid was in part responsible for approximately a 90% increase in
the price of Wallace's common stock during 1995. As a result of this
takeover bid and given the impact that Wallace has on the aggregate peer
group performance due to its relatively large market capitalization, the
Company believes it is also appropriate to present the peer group
performance excluding Wallace's results. Accordingly, set forth below is
a table comparing during the last five years the Company's total
shareholder return with the cumulative total return of companies in the
Standard & Poor's 500 Stock Index and the companies in the peer group
excluding Wallace.
Comparison of Five Year Cumulative Total Return
Among Banta Corporation, S&P 500 Index and Peer Group Companies
(Excluding Wallace Computer Services Inc.)
[STOCK PERFORMANCE CHART]
December 31,
1990 1991 1992 1993 1994 1995
Banta Value . . . . . . . $100 $120 $173 $230 $195 $288
S&P 500 Composite . . . . 100 130 140 154 156 215
Peer Index (without
Wallace) . . . . . . . . 100 140 159 187 188 244
INDEPENDENT PUBLIC ACCOUNTANTS
On January 30, 1996, the Board selected the firm of Arthur
Andersen LLP, which served as independent certified public accountants for
the fiscal year ended December 30, 1995, to serve in such capacity for the
current fiscal year. It is expected that representatives of such firm
will be present at the Annual Meeting to answer appropriate questions and,
if they so desire, to make a statement.
OTHER MATTERS
All expenses of solicitation of proxies will be borne by the
Company. In addition to soliciting proxies by mail, proxies may be
solicited personally and by telephone by certain officers and regular
employees of the Company. The Company has retained D. F. King & Co., Inc.
to assist in the solicitation of proxies, and expects to pay such firm a
fee of approximately $3,000 plus out-of-pocket expenses. Brokers,
nominees and custodians who hold Common Stock in their names and who
solicit proxies from the beneficial owners will be reimbursed by the
Company for out-of-pocket and reasonable clerical expenses.
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and directors to file reports of ownership and
changes of ownership with the Securities and Exchange Commission. The
regulations of the Securities and Exchange Commission require the officers
and directors to furnish the Company with copies of all Section 16(a)
forms they file. Based on such forms, the Company believes that all its
officers and directors have complied with the Section 16(a) filing
requirements, except for Mr. Meyer who inadvertently failed to file on a
timely basis one report reflecting the reinvestment of dividends under the
Company's Dividend Reinvestment and Stock Purchase Plan and periodic
investments under the Company's Incentive Savings (401(k)) Plan. Mr.
Meyer subsequently made the appropriate filing reflecting these
transactions.
SHAREHOLDER PROPOSALS
A shareholder who intends to present a proposal for action at
any annual meeting and who desires that such proposal be included in the
Company's proxy materials must submit the proposal to the Company in
advance of the meeting. Proposals for the annual meeting to be held in
1997 must be received by the Company at its principal office no later than
November 14, 1996. In addition, a shareholder who otherwise intends to
present business at any annual meeting (including nominating persons for
election as directors) must comply with, among other things, the notice
requirements set forth in the Company's By-laws.
By Order of the Board of Directors
BANTA CORPORATION
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 1995. 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.
BANTA CORPORATION
Proxy for Annual Meeting of Shareholders to be held April 23, 1996
The undersigned constitutes and appoints DONALD D. BELCHER AND
RONALD D. KNEEZEL, or either of them, the true and lawful proxies of
the undersigned, with full power of substitution, to vote as designated
below, all shares of Banta Corporation which the undersigned is
entitled to vote at the annual meeting of shareholders of such
corporation to be held at the Paper Valley Hotel & Conference Center,
333 West College Avenue, Appleton, Wisconsin on April 23, 1996, at 2:00
P.M. Central Time, and at all adjournments or postponements thereof.
1. ELECTION OF [_] FOR all [_] WITHHOLD AUTHORITY
DIRECTORS nominees listed below to vote for all
(except as marked to the nominees listed below
contrary below)
Jameson A. Baxter, Donald D. Belcher, George T. Brophy,
William J. Cadogan, Richard L. Gunderson, Gerald A. Henseler,
Bernard S. Kubale, Donald Taylor, Allan J. Williamson
(INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name on the space provided below.)
2. In their discretion upon all such other business as may properly
come before the meeting.
The undersigned hereby revokes any other proxy heretofore executed
by the undersigned for the meeting and acknowledges receipt of
notice of the annual meeting and the proxy statement.
(Please sign on the other side)
PROXY NO. (Continued from other side) NO. OF SHARES
The shares represented by this proxy when properly executed
will be voted in the manner directed herein by the undersigned
shareholder; but, if no direction is indicated, this proxy will
be voted FOR Item 1.
DATE: , 1996
Signature
Signature if held jointly
Please sign exactly as your name appears on your
stock certificate. Joint owners should each sign
personally. A corporation should sign full corporate
name by duly authorized officers and affix corporate
seal. When signing as attorney, executor,
administrator, trustee or guardian, give full title
as such.
PLEASE SIGN AND MAIL PROXY IN THE ENCLOSED ENVELOPE.
NO POSTAGE REQUIRED.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF BANTA CORPORATION.