SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended July 3, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________to___________
Commission File Number 0-6187
BANTA CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified on its charter)
Wisconsin 39-0148550
(State or other jurisdiction (IRS Employer
of incorporation or organization) I.D. Number)
225 Main Street, Menasha, Wisconsin 54952
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (920) 751-7777
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
The registrant had outstanding on July 3, 1999, 27,172,961 shares of $.10
par value common stock.
BANTA CORPORATION AND SUBSIDIARIES
Quarterly Report on Form 10-Q
For the Quarter Ended July 3, 1999
INDEX
Page Number
-----------
PART I FINANCIAL INFORMATION:
Item 1-Financial Statements
Unaudited Consolidated Condensed Balance Sheets
July 3, 1999 and January 2, 1999............................... 3
Unaudited Consolidated Condensed Statements of Earnings
for the Three Months and Six Months Ended July 3, 1999
and July 4, 1998............................................... 4
Unaudited Consolidated Condensed Statements of Cash Flows
for the Three Months and Six Months Ended July 3, 1999
and July 4, 1998............................................... 5
Notes to Unaudited Consolidated Condensed
Financial Statements .......................................... 6-9
Item 2-Management's Discussion and Analysis of Financial Condition
and Results of Operations.....................................10-12
Item 3-Quantitative and Qualitative Disclosures about Market Risk...... 13
PART II OTHER INFORMATION
Item 4-Submission of Matters to a Vote of Security Holders............. 14
Item 6-Exhibits and Reports on Form 8-K................................ 14
Exhibit Index............................................................... 15
2
PART I Item 1. Financial Statements
BANTA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
July 3, 1999 January 2, 1999
------------ ---------------
ASSETS
- ------
Current Assets
Cash and cash equivalents $ 19,264 $ 26,584
Receivables 206,084 233,200
Inventories 78,179 74,724
Other current assets 20,307 20,112
--------- ---------
Total Current Assets 323,834 354,620
--------- ---------
Plant and Equipment 783,451 758,440
Less: Accumulated Depreciation (470,857) (439,805)
--------- ---------
Plant and Equipment, net 312,594 318,635
Other Assets 21,066 20,989
Cost in Excess of Net Assets of
Subsidiaries Acquired 60,622 75,722
--------- ---------
$ 718,116 $ 769,966
========= =========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ----------------------------------------
Current Liabilities
Short-term debt $ 37,601 $ 36,140
Accounts payable 97,699 107,649
Accrued salaries and wages 29,394 25,085
Other accrued liabilities 17,523 20,706
Current maturities of long-term debt 8,423 6,911
--------- ---------
Total Current Liabilities 190,640 196,491
--------- ---------
Long-term Debt 117,123 120,628
Deferred Income Taxes 21,617 22,214
Other Non-Current Liabilities 29,166 20,702
Shareholders' Investment
Preferred stock-$10 par value;
authorized 300,000 shares; none issued 0 0
Common stock-$.10 par value;
Authorized 75,000,000 shares;
27,172,961 and 28,260,957 shares issued
and outstanding, respectively 2,717 2,826
Accumulated other comprehensive loss (6,045) (2,308)
Treasury stock, at cost (9,655) 0
Retained earnings 372,553 409,413
--------- ---------
Total Shareholders' Investment 359,570 409,931
--------- ---------
$ 718,116 $ 769,966
========= =========
See accompanying notes to consolidated financial statements
3
BANTA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF EARNINGS
(Dollars in thousands, except per share amounts)
Three Months Ended Six Months Ended
July 3, 1999 July 4, 1998 July 3, 1999 July 4, 1998
------------ ------------ ------------ ------------
Net Sales $ 299,080 $ 316,000 $ 608,366 $ 646,810
Cost of goods sold 237,395 249,875 484,986 515,871
--------- --------- --------- ---------
Gross earnings 61,685 66,125 123,380 130,939
Selling and administrative expenses 39,039 41,041 81,343 84,541
Restructuring Charge 55,000 - 55,000 -
--------- --------- --------- ---------
Earnings (loss) from operations (32,354) 25,084 (12,963) 46,398
Interest expense (2,852) (2,769) (5,799) (5,687)
Other expense, net (321) (421) (753) (785)
--------- --------- --------- ---------
Earnings (loss) before income taxes (35,527) 21,894 (19,515) 39,926
Provision (benefit) for income taxes (8,800) 8,500 (2,500) 15,500
--------- --------- --------- ---------
Net earnings (loss) $ (26,727) $ 13,394 $ (17,015) $ 24,426
========= ========= ========= =========
Basic earnings (loss) per share of common stock $ (0.97) $ 0.45 $ (0.61) $ 0.82
========= ========= ========= =========
Diluted earnings (loss) per share of common stock $ (0.97) $ 0.45 $ (0.61) $ 0.82
========= ========= ========= =========
Cash dividends per common share $ 0.14 $ 0.13 $ 0.28 $ 0.26
========= ========= ========= =========
See accompanying notes to consolidated financial statements.
4
BANTA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Six Months Ended
July 3, 1999 July 4, 1998
------------ ------------
Cash Flows From Operating Activities
Net earnings (loss) $ (17,015) $ 24,426
Depreciation and amortization 33,718 33,862
Deferred income taxes (597) (1,291)
Restructuring charge 55,000 --
Restructuring charges paid (6,490) --
Change in assets and liabilities:
Decrease in receivables 26,216 31,248
Decrease in inventories 354 10,499
Increase in other current assets (945) (1,936)
Decrease in accounts payable
and accrued liabilities (22,153) (29,733)
Other, net (398) (640)
----------- ---------
Cash provided from operating activities 67,690 66,435
----------- ---------
Cash Flows From Investing Activities
Capital expenditures, net (33,974) (31,831)
Additions to long-term investments (8,095) (1,572)
----------- ---------
Cash used for investing activities (42,069) (33,403)
Cash Flows From Financing Activities
Proceeds from (repayment of) short-term debt, net 1,461 (6,355)
Repayment of long-term debt (1,993) (6,133)
Dividends paid (7,809) (7,442)
Proceeds from exercise of stock options 608 2,512
Repurchase of common stock (25,208) (12,998)
----------- ---------
Cash used for financing activities (32,941) (30,416)
----------- ---------
Net (decrease) increase in cash (7,320) 2,616
Cash and cash equivalents at beginning of period 26,584 16,432
----------- ---------
Cash and cash equivalents at end of period $ 19,264 $ 19,048
=========== =========
Cash payments for:
Interest, net of amount capitalized $ 4,901 $ 6,802
Income taxes 8,803 17,372
See accompanying notes to consolidated statements
5
BANTA CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1) Basis of Presentation
The condensed financial statements included herein have been prepared by
the Corporation, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Corporation believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these condensed
financial statements be read in conjunction with the financial statements
and the notes thereto included in the Corporation's latest Annual Report on
Form 10-K.
In the opinion of management, the aforementioned statements reflect all
adjustments (consisting only of normal recurring adjustments) necessary for
a fair presentation of the results for the interim periods. Results for the
three and six months ended July 3, 1999, are not necessarily indicative of
results that may be expected for the year ending January 1, 2000.
2) Inventories
The Corporation's inventories are stated at the lower of cost or market
using the first-in, first-out (FIFO) method. Until the current fiscal year,
approximately one-third of the Corporation's inventories were accounted for
at cost determined on a last-in, first-out (LIFO) basis. Effective January
3, 1999, these operations changed to the FIFO method. The change in
accounting principles was made to provide a better matching of revenue and
expenses. This accounting change was not material to the financial
statements on an annual or quarterly basis, and accordingly, no retroactive
restatement of prior years' financial statements was made. Inventories
include material, labor and manufacturing overhead.
Inventory amounts at July 3, 1999 and January 2, 1999 were as follows:
(Dollars in thousands)
July 3, 1999 January 2, 1999
------------ ---------------
Raw Materials and Supplies $ 39,088 $ 35,270
Work-In-Process and Finished Goods 39,091 43,963
--------- --------
FIFO value (current cost of all inventories) 78,179 79,233
LIFO reserve - (4,509)
--------- --------
Net Inventories $ 78,179 $ 74,724
======== ========
3) Earnings Per Share of Common Stock
Basic earnings per share of common stock is computed by dividing net
earnings by the weighted average number of common shares outstanding during
the period. Diluted earnings per share of common stock is computed by
dividing net earnings by the weighted average number of common shares and
common equivalent shares, which relate entirely to the assumed exercise of
stock options.
6
The weighted average shares used in the computation of earnings per share
were as follows (in millions of shares):
Three Months Ended Six Months Ended
-------------------------- ---------------------------
July 3, 1999 July 4, 1998 July 3, 1999 July 4, 1998
------------ ------------ ------------ ------------
Basic 27.4 29.7 27.7 29.7
Diluted 27.4 29.9 27.7 29.9
4) Comprehensive Income (Loss)
Total comprehensive income (loss), comprised of net earnings (loss) and
other comprehensive income (loss), was $(28,073,000) and $13,913,000 for
the second quarter of 1999 and 1998, respectively. For the first half of
1999 and 1998, comprehensive income (loss) was $(20,752,000) and
$23,786,000, respectively. Other comprehensive income (loss) was comprised
solely of foreign currency translation adjustments. The Corporation does
not provide U.S. income taxes on foreign currency translation adjustments
because it does not provide for such taxes on undistributed earnings of
foreign subsidiaries.
5) Segment Information
The Corporation operates in one primary business segment, print, with other
business operations in turnkey services and healthcare products. Summarized
segment data for the three months ended July 3, 1999 and July 4, 1998 are
as follows:
Dollars in thousands Printing All Other1 Total
------------------------------------------------------------------------
1999
Net sales $226,780 $72,300 $299,080
Intersegment sales 834 0 834
Loss from operations (22,853) (5,581) (28,434)
Earnings before restructuring 22,317 3,669 25,986
1998
Net sales $242,616 $73,384 $316,000
Intersegment sales 2,478 77 2,555
Earnings from operations 23,342 5,653 28,995
7
Summarized segment data for the six months ended July 3, 1999 and July 4,
1998 are as follows:
Dollars in thousands Printing All Other1 Total
------------------------------------------------------------------------
1999
Net sales $463,200 $145,166 $608,366
Intersegment sales 2,135 4 2,139
Loss from operations (3,532) (1,408) (4,940)
Earnings before restructuring 41,638 7,842 49,480
1998
Net sales $497,083 $149,727 $646,810
Intersegment sales 2,808 409 3,217
Earnings from operations 44,565 10,118 54,683
1 "All Other" includes the operations within turnkey services and
healthcare products which have been aggregated.
The following table presents a reconciliation of segment earnings from
operations to the totals contained in the condensed financial statements
for the three and six months ended July 3, 1999 and July 4, 1998:
Three Months Ended Six Months Ended
Dollars in thousands July 3, 1999 July 4, 1998 July 3, 1999 July 4, 1998
------------ ------------ ------------ -------------
Reportable segment earnings (loss) $(22,853) $23,342 $ (3,532) $44,565
Other segment earnings (loss) (5,581) 5,653 (1,408) 10,118
Unallocated corporate expenses (3,920) (3,911) (8,023) (8,285)
Interest expense (2,852) (2,769) (5,799) (5,687)
Other expense (321) (421) (753) (785)
-------- ------- -------- --------
Earnings (loss) before income taxes $(35,527) $21,894 $(19,515) $39,926
======== ======= ======== =======
6) Restructuring Charge
In the second quarter of 1999, the Corporation recorded a restructuring
charge, including related asset writedowns, of $55.0 million ($38.5 million
or $1.40 per diluted share, after tax). The restructuring primarily
involves the Corporation's print segment and resulted in three facility
closings and the elimination of certain underperforming business assets.
The restructuring also resulted in workforce reductions of approximately
650 employees (350 employees at the three facilities closed) and the
writedown of certain long-lived assets, including goodwill.
Actions within the print segment resulted in restructuring charges of
approximately $45.2 million and, most significantly, included the closure
of the mailing and fulfillment facility in Berkeley, Illinois, the prepress
facility in Charlotte, North Carolina and the printing plant in Kent,
Washington. These closings and the related asset writedowns were primarily
the result of volume shortfalls and unanticipated losses in early 1999.
Although the Corporation had taken action during 1998 to improve operating
results at these facilitates, these actions failed to result in the level
of improvement necessary to create profitability and positive shareholder
value. Initiatives within the turnkey services and healthcare products
business operations resulted in restructuring charges of $9.3 million and
primarily related to the elimination or realignment of manufacturing
capacity to meet future customer sourcing requirements. The remaining
portion of the charge (approximately $0.5 million) related to severance and
other restructuring costs at the corporate headquarters.
8
The cash and noncash elements of the restructuring charge approximate $24.1
million and $30.9 million, respectively. Details of the restructuring
charge and second quarter activity are as follows (in thousands):
Original July 3, 1999
Charge Used Balance
------ ---- -------
Writedown of intangible assets, including goodwill $ 15,600 $ (15,600) $ -
Writedown of tangible assets 15,300 (15,300) -
Lease termination payments 11,500 (945) 10,555
Employee severance and termination benefit 8,300 (3,351) 4,949
Other facility exit costs 4,300 (2,194) 2,106
------- --------- -------
$55,000 $ (37,390) $ 17,610
======= ========= ========
For facilities to be closed or operations with manufacturing capacity
eliminated, the tangible assets to be disposed of have been written down to
their estimated fair value, less cost of disposal. The fair value for
tangible assets written down approximates $3.4 million and was determined
through internal manufacturing valuation studies. Considerable management
judgement is applied in estimating fair value; accordingly, actual results
could vary from such estimates. All intangible asset carrying values
associated with the facility closings have been eliminated. As of July 3,
1999, cash outflows have been approximately $6.5 million and approximately
400 employees have separated from the Corporation. It is expected that the
restructuring actions will be substantially completed by mid-year of 2000.
7) Treasury Stock
At July 3, 1999, the Corporation held 427,800 shares of its common stock in
treasury. These shares were acquired during the second quarter of 1999
through the common stock repurchase program and may be reissued pursuant to
the stock option plan or for other purposes.
9
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESTRUCTURING
In the second quarter of 1999, the Corporation recorded a restructuring
charge of $55.0 million ($38.5 million or $1.40 per diluted share, after
tax). For additional details regarding the restructuring, see Note 6 of
Notes to Unaudited Consolidated Condensed Financial Statements and
"Restructuring Charge" below.
RESULTS OF OPERATIONS
Net Sales
---------
Sales for the second quarter of 1999 were $16.9 million (5.4%) lower than
the second quarter of 1998. The decrease in print segment sales was
primarily due to lower paper prices in the second quarter of 1999 as
compared with the second quarter of 1998 and lower volume in the trade book
market. The cost of paper is generally passed on to the Corporation's
customers and, as a result, as paper prices decreased from 1998 levels, the
Corporation's sales also decreased. As a result of the facility closings
related to the restructuring, second quarter sales were approximately $6.1
million lower than the prior year. Turnkey services sales were lower in the
second quarter of 1999 compared to the prior year second quarter due to
volume reductions from certain U.S. customers and lower material
pass-through as compared with the type of projects performed during the
current year quarter.
Sales for the first half of 1999 were $38.4 million or 5.9% lower than for
the first half of 1998. Trends in operating activity levels for the first
two quarters of 1999 and the effect of the facility closings were similar
to those described above for the second quarter.
Cost of Goods Sold
------------------
Cost of goods sold as a percentage of sales increased from 79.1% for the
second quarter of 1998 to 79.4% for the second quarter of 1999. Costs
associated with continued integration efforts within the healthcare
products area and strong product launches in the prior year for turnkey
services resulted in slightly lower overall margins in the 1999 quarter.
Print segment margins increased slightly due to the decrease in paper sales
since the sale of paper generally has lower margins than manufacturing
sales.
Cost of goods sold as a percentage of sales decreased slightly from 79.8%
for the second half of 1998 to 79.7% for the second half of 1999. Margin
improvements related to lower paper sales more than offset the lower
margins in healthcare products and turnkey services.
10
Selling and Administrative Expenses
-----------------------------------
Selling and administrative expenses were $2.0 million lower for the second
quarter of 1999 than for the second quarter of 1998 and $3.2 million lower
for the first half of 1999 as compared to the first half of 1998. The
decrease is essentially due to lower sales volume in the current year
compared to the prior year. Selling and administrative expenses as a
percent of sales increased slightly for both the second quarter and the
first half of 1999 primarily as a result of the lower material pass-through
revenue.
Restructuring Charge
--------------------
Earnings from operations for the second quarter of 1999 include a
restructuring charge of $55.0 million. The restructuring initiatives
primarily involve the Corporation's print segment and include three
facility closings and the elimination of certain underperforming business
lines. These initiatives will result in workforce reductions of
approximately 650 employees and the writedown of certain long-lived assets,
including goodwill. The initiatives are expected to generate between $5
million and $7 million in cost savings primarily during the second half of
1999 and savings for the years 2000 and beyond of $18 million to $20
million annually. The cash portion of the charge is approximately $24
million and will be funded by the cost savings from the restructuring
initiatives.
Interest Expense
----------------
Interest expense for the both the second quarter and first half of 1999 was
comparable to the second quarter and first half of 1998.
Income Taxes
------------
As indicated below, the Corporation's 1999 second quarter and first half
effective income tax benefit was lower than the federal statutory rate due
to certain nondeductible expenses related to the restructuring charge.
Prior to the effect of the restructuring charge, the 1999 effective tax
rate was 39.5% for the second quarter and first half. The increase is
partially due to a decrease in tax-free interest income earned in 1999 as
compared to 1998.
Effective Tax Rate (Benefit)
1999 1998
---------- ----------
Second Quarter (24.8)% 38.8%
First Half (12.8)% 38.8%
FINANCIAL CONDITION
Liquidity and Capital Resources
The Corporation's net working capital decreased by approximately $24.9
million during the first half of 1999. Working capital was lower than the
year-end balance due to higher accrued liabilities partially related to the
restructuring charge. The decrease in receivables compared to the 1998
year-end balance was the result of seasonality in the Corporation's
business and a continued emphasis on asset management. The decrease in
payables compared to the 1998 year-end balances was primarily due to lower
sales volume. Also, during the first half of 1999, the Corporation
repurchased approximately 1.1 million shares of common stock at an
aggregate purchase price of $25.2 million pursuant to its common stock
repurchase program. Cash provided from operations funded these repurchases.
Future stock repurchases, if any will be funded by a combination of cash
provided from operations and short-term borrowings.
11
During the second quarter of 1999, the Corporation acquired a 50 percent
equity interest in a newly formed joint venture for approximately $5.8
million. The joint venture, Banta G. Imagen S. de R.L. de C.V., based in
Queretaro, Mexico, provides a variety of products and services for the
commercial print market.
Capital expenditures were $34.0 million during the first half of 1999, an
increase of $2.1 million from the amount expended during the prior year
first half. Capital requirements for the full year are expected to be
approximately $90 million and will be funded by a combination of cash
provided from operations and short-term borrowings. Long-term debt as a
percentage of total capitalization increased to 24.6% compared to 22.7% at
year-end. The restructuring charge lowered total capitalization in the
second quarter of 1999, which resulted in the higher percentage.
OTHER MATTERS
During 1998, the Corporation completed an evaluation of its computer
software to determine its ability to handle dates beginning with the year
2000. It was determined that a significant portion of the Corporation's
software was already year-2000 compliant. This evaluation also resulted in
the development of detailed plans to replace certain software and to
reprogram other software. Banta also implemented a program to confirm that
business and manufacturing system hardware, control systems and software
supplied by significant third party vendors is year-2000 ready. Although
complete assurance cannot be given, management currently believes it is
devoting the necessary resources to resolve all significant year-2000
issues, both Information Technology ("IT") and non-IT related. The
Corporation has nearly completed the audits and operational readiness
testing as well as received certification of year-2000 readiness from
significant third party vendors.
The Corporation's contingency plan related to third party vendors is to
identify additional suppliers and alternate sources for essential
materials, primarily paper, in case one or more of its suppliers were not
year-2000 ready. The majority of the Corporation's internal IT-related
systems have been replaced with year-2000 compliant systems. Accordingly, a
contingency plan has not been developed for internal IT-related systems and
is not currently considered necessary. The Corporation is continuing to
test non-IT-related systems (HVAC, safety and security) and has developed a
contingency plan.
The risk of not being year-2000 compliant on a timely basis is that product
shipments could potentially be delayed, which could have an adverse impact
on, among other things, the Corporation's revenues and earnings. Additional
resources, which cannot be accurately estimated at this time, would be
required to process and fulfill customer orders.
During 1998, the Corporation spent approximately $3.5 million to upgrade
and replace its systems to ensure year-2000 readiness. The Corporation
estimates it will incur additional costs of $3 to $4 million in 1999. The
majority of the systems development costs will be capitalized.
12
Item 3.
Qualitative and Quantitative disclosure about Market Risk
The Corporation is exposed to market risk from changes in interest rates
and foreign exchange rates. At July 3, 1999, the Corporation had notes
payable outstanding aggregating $37.6 million against lines of credit with
banks. These notes consist entirely of commercial paper and bear interest
at floating rates. Each 1% fluctuation in the interest rate will increase
or decrease interest expense for the Corporation by approximately $376,000
annually. Since essentially all long-term debt is at fixed interest rates,
exposure to interest rate fluctuations is minimal. Exposure to adverse
changes in foreign exchange rates is also considered minimal.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This document includes forward-looking statements. Statements that describe
future expectations, plans, results or strategies are considered
forward-looking. Such statements are subject to certain risks and
uncertainties which could cause actual results to differ materially from
those currently anticipated. Factors that could affect actual results
include, among others, changes in customers' demand for the Corporation's
products, changes in raw material costs and availability, success with
operational start-ups, seasonal or unanticipated changes in customer
orders, pricing actions by competitors, success in the implementation of
the Corporation's restructuring (including, without limitation, the
achievement of estimated cost savings), unanticipated events relating to
achieving year-2000 compliance, and general changes in economic conditions.
These factors should be considered in evaluating the forward-looking
statements, and undue reliance should not be placed on such statements. The
forward-looking statements included herein are made as of the date hereof,
and the Corporation undertakes no obligation to update publicly such
statements to reflect subsequent events or circumstances.
13
PART II: OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on April 27, 1999, all of the
persons nominated as directors were elected for terms expiring at the 2000
annual meeting. The following table sets forth certain information with
respect to such election:
Shares
Shares Withholding
Name Voted For Authority
---- --------- ---------
Jameson A. Baxter 20,507,416 184,813
Donald D. Belcher 20,466,497 225,732
John F. Bergstrom 20,497,763 194,466
George T. Brophy 20,167,528 524,701
Henry T. DeNero 20,511,419 180,810
Richard L. Gunderson 20,500,140 192,089
Gerald A. Henseler 20,488,480 203,749
Bernard S. Kubale 20,356,379 335,850
Raymond C. Richelsen 20,510,029 182,200
Michael J. Winkler 20,509,459 182,770
In addition, at the annual meeting, shareholders approved the Banta
Corporation 1995 Equity Incentive Plan, as amended. With respect to
such matter, the number of shares voted for and against was 18,871,163
and 1,697,214, respectively. The number of shares abstaining was
123,852. There were no shares subject to broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits -
10.1 - 1995 Equity Incentive Plan, as amended
10.2 - Form of Agreement with Ronald D. Kneezel
10.3 - Form of Agreement with Dennis J. Meyer, John E. Tiffany
and Henry M. Wells, III
10.4 - Key Management Retention Plan
27 - Financial Data Schedule (EDGAR version only)
(b) No reports on Form 8-K were filed during the quarter for which
this report is filed
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BANTA CORPORATION
/S/GERALD A. HENSELER
---------------------
Gerald A. Henseler
Executive Vice President, Chief Financial Officer and Treasurer
Date August 17, 1999
---------------
14
BANTA CORPORATION
EXHIBIT INDEX TO FORM 10-Q
For The Quarter Ended July 3, 1999
Exhibit Number Description
-------------- -----------
10.1 - 1995 Equity Incentive Plan, as amended
10.2 - Form of Agreement with Ronald D. Kneezel
10.3 - Form of Agreement with Dennis J. Meyer, John E.
Tiffany and Henry M. Wells, III
10.4 - Key Management Retention Plan
27 - Financial Data Schedule (EDGAR version only)
15