UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 2000
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
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(Exact name of registrant as specified in its charter)
Wisconsin 39-0148550
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(State or other jurisdiction (IRS Employer
of incorporation or organization) I.D. Number)
225 Main Street, Menasha, Wisconsin 54952
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (920) 751-7777 Securities
registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class On Which Registered
Common Stock, $.10 par value New York Stock Exchange
Rights to Purchase Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. (X) Yes ( ) No
Indicate by check mark if disclosure of delinquent files pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
Aggregate market value of voting stock held by non-affiliates of the
registrant as of March 2, 2001: $643,385,000.
Number of shares of common stock outstanding as of March 2, 2001:
24,570,158
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Shareholders for the year ended December 30, 2000
(incorporated into Parts I and II).
(2) Definitive Proxy Statement for annual meeting of shareholders to be held on
April 24, 2001 (incorporated into Part III).
PART I
Item 1. Business.
General.
Banta Corporation (the "Corporation" or "Banta"), together with its
subsidiaries, is one of the largest printing organizations in the United States,
providing a broad range of printing and digital imaging services. The
Corporation was incorporated in Wisconsin in 1901. Its principal executive
offices are located at 225 Main Street, Menasha, Wisconsin, 54952. The
Corporation had a total of approximately 8,000 employees at the end of fiscal
2000.
The Corporation operates in two primary business segments, print and
supply-chain management, with a smaller business operation in healthcare
products. The print segment provides products, including digital imaging, and
services to publishers of educational and general books and special-interest
magazines, and is a supplier of consumer and business catalogs, and direct
marketing materials. The supply-chain management segment provides product
assembly, testing, fulfillment and product localization services primarily to
technology companies in North America, Europe and the Far East. The healthcare
products business is primarily engaged in the production of disposable products
used in outpatient clinics, dental offices and hospitals. Footnote 12 to the
Corporation's Consolidated Financial Statements in the Corporation's Annual
Report to Shareholders for the fiscal year ended December 30, 2000 includes
further information on the Corporation's business segments.
At the end of fiscal 2000, the Corporation's operations were conducted
at 37 production facilities in the United States located in Wisconsin,
Minnesota, California, Connecticut, Florida, Georgia, Illinois, Massachusetts,
Missouri, Ohio, Tennessee, Texas, Utah, Virginia and Washington and at seven
foreign production facilities located in Ireland, Scotland, The Netherlands,
Singapore and Mexico.
The following table sets forth the approximate percentage of printing
segment net sales contributed by each class of similar products and services
which accounted for ten percent or more of printing segment net sales for any of
the last three fiscal years.
2000 1999 1998
---- ---- ----
Books 33% 29% 29%
Direct Marketing 21 24 25
Catalogs 22 23 24
Magazines 19 17 16
Other 5 7 6
---- ---- ----
TOTAL 100% 100% 100%
==== ==== ====
This document includes forward-looking statements. Statements that
describe future expectations, including revenue and earnings projections; 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' order patterns or
demand for the Corporation's products, changes in raw material costs and
availability, unanticipated changes in operation expenses, success with
operational start ups, unanticipated production difficulties, 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
Customers.
The Corporation sells its products and services to a large number of
customers and generally does not have long-term production contracts with its
customers. Production agreements covering one to three years are, however, more
frequent for supply-chain management services and magazine and catalog
production. In addition to these production agreements, during 1999 the
Corporation entered into a five-year agreement with Compaq Computer having a
total revenue range of $600 million to $800 million. Under this contract, Banta
configures, tests and distributes worldwide Compaq's hard drives, which are used
in mid-range and high-end servers typically found in information technology
centers. In connection with the Company contract, Banta opened a
260,000-square-foot complex in Houston, Texas to serve North America. Additional
locations are in Ireland and Singapore in connection with the Compaq contract.
Substantially all sales are made to customers through employees of the
Corporation and its subsidiaries based on customer specifications. The fifteen
largest customers accounted for approximately 34%, 25% and 29% of net sales
during 2000, 1999, and 1998, respectively. No customer accounted for more than
10% of the Corporation's net sales in 2000, 1999, or 1998. In the opinion of
management, the loss of any single customer would not have a material long-term
adverse effect on the Corporation.
Backlog.
The Corporation is primarily a manufacturing services company and
provides its customers with printing and supply-chain management services.
Lead-time for services varies, depending upon the type of customer, the industry
being serviced and seasonal factors including cyclical paper availability.
Backlogs for the printing segment would be expressed in terms of time scheduled
on equipment and not dollar value. Consequently, the dollar value of backlog is
not readily available.
Markets Served.
Set forth below is a description of the primary markets the Corporation
serves:
o Books
Banta provides the book publishing market with a variety of print and
electronic media products, in addition to a full range of value-added packaging,
fulfillment and distribution services. Fifteen networked manufacturing and
distribution centers across the United States and Mexico serve publishing
customers in the educational, trade, professional and religious segments. Banta
provides products ranging from softcover books, technical manuals and business
directories, to specialty calendars, multimedia kits and instructional games.
The Corporation expanded its capabilities with the acquisition of Southeastern
Color Graphics in May 2000, which focuses on product niches within the
elementary and high school markets.
o Direct Marketing
Printed materials for direct marketing customers are provided primarily
by three plants. These products vary in format and size and include magazine and
catalog inserts, bill stuffers, brochures, booklets, cards and target market
products designed to sell a product or solicit a response. Recent advances in
imaging technology have enabled customers to obtain personalized direct mail
pieces at press speeds. The Corporation's ability to promote these advanced
one-to-one marketing products for direct marketers is a factor in its success.
The Corporation's direct marketing customers are primarily marketers of
financial services, packaged goods, and retail products and ad agencies.
o Catalogs
Two of the Corporation's facilities produce catalogs primarily for the
specialty, business-to-business, industrial and retail catalog markets. Bindery
services provide ink-jet labeling and demographic binding (which allows several
different versions of the same catalog to be bound simultaneously). Distribution
services are provided by various operating units of the Corporation, including
computerized mail distribution planning systems. These services assist the
Corporation's customers in minimizing postage costs and are an integral part of
catalog printing services.
o Magazines
The Corporation's three plants serving the magazine market print, sort
and mail magazines representing more than 800 different titles. These magazines
include primarily short-to-medium run publications (usually less than 350,000
copies) which are generally distributed to subscribers by mail. The
Corporation's magazine customers are primarily publishers of specialty
magazines, including religious, business and professional journals and hobby,
craft and sporting publications. The Corporation provides its customers with
computerized mailing lists and distribution services.
o Supply-Chain Management
The Corporation's product offerings for supply-chain management include
manufacturing, procurement, testing, packaging, assembly and worldwide
distribution services for computer software publishers, as well as manufacturers
of computer hardware and consumer electronics primarily in the United States,
Europe, and the Far East. The Corporation's facilities also perform computer
disk replication, product packaging and distribution.
o Healthcare Products
One of the Corporation's operating units, Banta Healthcare Products,
Inc. (BHP), converts poly film and paper into single-use products for the
healthcare and food service industries. In addition, BHP extrudes films, using
both cast and blown extruders, for use in its manufacturing processes and for
sale to external customers. Its products include plastic garment covers,
examination gowns, stretcher sheets, examination table paper and pillow covers.
These disposable products are used in outpatient clinics, dental offices and
hospitals. During 2000, production of several product lines was moved offshore
to either Mexico or Asia to lower production costs.
o Digital Imaging
Prepress services are provided by several of the Corporation's
facilities to publishers, printers and advertising agencies. Such services
include the conversion of full-color photographs, art and text into color
separated film and digital files for use in the production of printing plates.
These units also provide electronic graphic design, digital photography and
on-demand print services. During the last several years, these units have
diversified their customer base to include packaging customers and increased
their ability to maximize plant utilization by connecting their facilities
through an extensive network of high-speed telecommunication lines. The
Corporation also offers multiple graphic communication solutions to its
customers.
The Corporation's Digital Content Management Solutions Center in
Cambridge Massachusetts provides sophisticated database systems for archiving,
managing, retrieving and enabling multiple uses of customer digital information.
The Corporation's service offerings also include interactive online products for
the World Wide Web, including web site hosting and maintenance and electronic
commerce solutions. During 2000, the Corporation continued to invest in the
B-media digital content management system that automates a customer's production
process by streamlining information storage and retrieval for print and
electronic distribution.
Competitive Conditions.
The Corporation is subject to competition from a large number of
companies, several of which have greater resources and capacity than the
Corporation. The graphic arts industry has continued to experience consolidation
over the last few years. This trend has resulted in fewer competitors, several
of which are larger than the Corporation in size and offer broader product
offerings. The major competitive factors in the Corporation's business are
quality of finished products, distribution capabilities, ongoing customer
service, price and availability of time on equipment, including schedule
flexibility, which is appropriate in size and function for a given project. The
consolidation of customers within certain of the Corporation's markets provides
both greater competitive pricing pressures and opportunities for increased
volume solicitation. In recent years, excess capacity in the printing industry
has resulted in lower unit prices. Despite the unit price reductions, the
Corporation has been able to remain competitive in part because it is
financially able to invest in modern technologically advanced equipment, which
helps reduce unit costs, and because of productivity gains resulting from
Continuous Improvement programs.
Seasonality.
There are seasonal fluctuations in the usage of printing equipment,
which in times of low demand and excess capacity can give rise to price
discounting. In the educational book market, for instance, activity is greater
in the first half of the year, and in the other markets, activity is greater in
the second half of the year. Computer software and hardware products for which
the Company provides fulfillment and printing services are also typically in
greater demand during the second half of the year, although the release of a new
product by a major customer can increase activity on an "event" basis at any
time during the year.
Raw Materials.
The principal raw material used by the Corporation in the print segment
is paper. Most of the Corporation's production facilities are located in heavily
concentrated papermaking areas, and the Corporation can generally obtain quality
paper at competitive prices. The Corporation is not dependent upon any one
source for its paper or other raw materials.
During 2000, the price of paper increased on a composite average
approximately 10%. It is customary for printers to adjust sales prices to
reflect market fluctuations in paper prices. In 1999 and 1998, the price of
paper grades used most frequently by the Corporation remained stable. The
Corporation uses a number of other raw materials including ink, resins,
packaging materials and subcontracted components. The cost of these materials
remained relatively stable in 2000, 1999 and 1998.
Materials used for supply-chain management, assembly, testing and
fulfillment are specific to the customer product and may include computer
keyboards or components thereof, cables, printed manuals, various hardware
components and packing materials. There is no dominant or major principal raw
material.
Development.
The Corporation is engaged in long-range research and development
relating to technology and system enhancements, and has spent significant
amounts of money for such purposes. The Corporation believes that its research
and development investments are above the industry average. One of the
objectives of the Corporation's technical research and development effort is to
establish a competitive advantage in existing markets by focusing on improving
operating procedures, increasing machine speeds and improving monitoring of
paper usage, as well as working on the development of proprietary inks,
coatings, adhesives and machine modifications.
To help fulfill its research and development objectives, the
Corporation maintains labs staffed with full-time personnel whose task is to
enhance current technologies for market-specific applications. The effort is
guided by the Corporation's Research and Development Council, which is made up
of representatives from the Corporation's different operating groups. The
Corporation also has increased its emphasis on the development of new products
and services in many areas, including the development of digital technologies
that encompass software solutions for digital content management and electronic
commerce. During the last several years, 60 professional and technical employees
have worked primarily on research and development activities. Additionally,
approximately 10 persons from quality control and engineering devoted a portion
of their time to research and development in fiscal 2000.
Environmental Factors.
The Corporation has environmental compliance programs primarily for
control of internal and external air quality, groundwater quality, disposal of
waste material and all aspects of the work environment concerning employee
health. Capital expenditures for air quality equipment have approximated 1% to
3% of total capital expenditures in each of the last three years. Planned
capital expenditures for environmental control equipment are expected to be in
the same range for 2001. The Corporation also incurs ongoing costs in monitoring
compliance with environmental laws, in connection with disposal of waste
materials and in connection with laws governing the remediation of sites at
which the Corporation has previously disposed of waste materials. Requirements
of the U.S. Environmental Protection Agency and state officials nationwide,
relating to disposal of wastes in landfill sites, are increasing and resulting
in higher costs for the Corporation and its competitors. Costs for environmental
compliance and waste disposal have not been material to the Corporation in the
past, but the Corporation presently believes that expenditures for these
purposes will have a negative impact on its earnings and those of its
competitors in the future. These increased costs should not have a material
impact on the Corporation's competitive position, assuming similar expenditures
are required to be made by competitors. The Corporation does not believe at the
present time that any cost, claims or penalties that may be incurred or assessed
under environmental laws, in connection with known environmental assessment and
remediation matters, beyond any reserves already provided, will have a material
adverse effect upon the operations or consolidated financial position of the
Corporation.
Foreign Operations.
Footnote 12 to the Corporation's Consolidated Financial Statements in
the Corporation's Annual Report to Shareholders for the fiscal year ended
December 30, 2000 includes information on the Corporation's foreign operations.
The disclosures contained in such footnote are hereby incorporated herein by
reference.
EXECUTIVE OFFICERS OF THE CORPORATION
Name, Age, Position Business Experience During Last Five Years
Donald D. Belcher; 62(1)............ Chairman of the Board and Chief Executive
Chairman and Chief Officer of the Corporation.
Executive Officer
Stephanie A. Streeter; 43(1)..........President and Chief Operating Officer of
President and Chief the Corporation; Chief Operating Officer
Operating Officer of idealab! (creator and operator of
internet businesses) from January 2000 to
December 2000; Group Vice President of
Avery Dennison (diversified manufacturing
company) from 1996 to 2000.
Gerald A. Henseler; 60.............. Executive Vice President and Chief
Executive Vice President Financial Officer of the Corporation.
and Chief Financial Officer
Ronald D. Kneezel; 44............... Vice President, General Counsel and
Vice President, General Secretary of the Corporation.
Counsel and Secretary
Dennis J. Meyer; 45................. Vice President Marketing of the
Vice President Marketing Corporation.
John E. Tiffany; 61................. Vice President Manufacturing of the
Vice President Manufacturing Corporation.
Frank W. Rudolph; 44................ Vice President Human Resources of the
Vice President Human Resources Corporation since September 2000; Chief
Administrative Officer of Overhead
Door Corporation (designer,
manufacturer and distributor of
entrance systems) from 1997 until
joining the Corporation; Executive
Director, Human Resources of USWest,
Inc. (provider of telecommunications
services) from 1996 to 1997.
(1) Since January 22, 2001, Mr. Belcher has served as the Chairman and Chief
Executive Officer of the Corporation. Stephanie A. Streeter was appointed
President and Chief Operating Officer of the Corporation on that date.
There are no family relationships between the executive officers of the
Corporation.
All of the executive officers are elected or appointed annually by the
Corporation's Board of Directors. Each officer holds office until his or her
successor has been elected or appointed or until his or her death, resignation
or removal.
Item 2. Properties.
The Corporation and its subsidiaries own operating plants located in
Wisconsin, Connecticut, Ohio, Minnesota, Missouri, North Carolina, Tennessee,
Utah and Virginia, as well as several warehouse facilities for storage of
materials. As of the end of fiscal 2000, these owned facilities included
approximately 3,822,000 square feet of space utilized as follows: office space -
349,000 square feet, manufacturing - 1,962,000 square feet and warehouse -
1,511,000 square feet. The Corporation also leases production facilities in
Wisconsin, California, Florida, Georgia, Illinois, Massachusetts, Michigan,
Minnesota, Texas, Utah and Washington, as well as warehouse space in numerous
locations. Foreign production facilities located in Ireland, Scotland, The
Netherlands, Mexico and Singapore are also leased. The total of all leased
facilities contain approximately 3,711,000 square feet of space. The buildings
owned and leased by the Corporation are primarily of steel and brick
construction.
One plant owned by the Corporation and certain equipment are pledged to
secure issues of industrial revenue bonds in the principal amount of $1,210,000
as of December 30, 2000.
Item 3. Legal Proceedings.
The Corporation is not involved in any material pending legal
proceedings, as defined by this item.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Under long-term debt agreements to which the Corporation is a party,
the payment of cash dividends by the Corporation is subject to certain
limitations. As of December 30, 2000, approximately $85,607,000 of retained
earnings was not restricted under these agreements.
The information set forth under the caption "Dividend Record and Market
Prices" (but excluding the graphs related thereto) in the Corporation's Annual
Report to Shareholders for the fiscal year ended December 30, 2000 is hereby
incorporated herein by reference in response to this Item.
Item 6. Selected Financial Data.
The information set forth under the caption "Five-Year Summary of
Selected Financial Data" (but excluding the graphs related thereto) in the
Corporation's Annual Report to Shareholders for the fiscal year ended December
30, 2000 is hereby incorporated herein by reference in response to this Item.
Item 7. Management's Discussion and Analysis of Financial Condition and
Operations.
The information set forth under the caption "Management's Discussion
and Analysis of Financial Condition and Operations" in the Corporation's Annual
Report to Shareholders for the fiscal year ended December 30, 2000 is hereby
incorporated herein by reference in response to this Item.
Item 7A. Quantitative and Qualitative Discussion about Market Risk.
The information set forth under the caption "Management's Discussion
and Analysis of Financial Position and Operations" in the Corporation's Annual
Report to Shareholders for the fiscal year ended December 30, 2000 is hereby
incorporated herein by reference in response to this Item.
Item 8. Financial Statements and Supplementary Data.
The Consolidated Balance Sheets of the Corporation and subsidiaries as
of December 30, 2000 and January 1, 2000, and the related consolidated
Statements of Earnings, Cash Flows and Shareholders' Investment for the fiscal
years ended December 30, 2000, January 1, 2000 and January 2, 1999, together
with the related notes thereto and the Report of Independent Public Accountants
thereon set forth in the Corporation's Annual Report to Shareholders for the
fiscal year ended December 30, 2000, are hereby incorporated herein by reference
in response to a portion of this Item.
The information set forth under the caption "Unaudited Quarterly
Financial Information" in the Corporation's Annual Report to Shareholders for
the fiscal year ended December 30, 2000 is hereby incorporated herein by
reference in response to a portion of this Item.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information under the captions "Election of Directors" and "Other
Matters-Section 16(a) Beneficial Ownership Reporting Compliance" contained in
the Corporation's definitive proxy statement for the annual meeting of
shareholders to be held on April 24, 2001, as filed with the Securities Exchange
Commission, is hereby incorporated herein by reference in response to a portion
of this Item. Reference is also made to the information under the heading
"Executive Officers of the Corporation" included under Item 1 of Part I of this
report.
Item 11. Executive Compensation.
The information under the captions "Board of Directors" and "Executive
Compensation" (other than the information under the subheading "Committee Report
on Executive Compensation") contained in the Corporation's definitive proxy
statement for the annual meeting of shareholders to be held on April 24, 2001,
as filed with the Securities and Exchange Commission, is hereby incorporated
herein by reference in response to this Item.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information under the caption "Stock Ownership" contained in the
Corporation's definitive proxy statement for the annual meeting of shareholders
to be held on April 24, 2001, as filed with the Securities and Exchange
Commission, is hereby incorporated herein by reference in response to this Item.
Item 13. Certain Relationships and Related Transactions.
The information under the captions " Election of Directors" and
"Executive Compensation - Compensation Committee Interlocks and Insider
Participation" contained in the Corporation's definitive proxy statement for the
annual meeting of shareholders to be held on April 24, 2001, as filed with the
Securities and Exchange Commission, is hereby incorporated herein by reference
in response to this Item.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
PAGE REFERENCE
ANNUAL REPORT
FORM 10-K TO SHAREHOLDERS
1. Financial Statements:
Report of Independent Public Accountants 23
Consolidated Balance Sheets
December 30, 2000 and January 1, 2000 24
For the fiscal years ended December 30, 2000,
January 1, 2000, and January 2, 1999:
Consolidated Statements of Earnings 25
Consolidated Statements of Cash Flows 26
Consolidated Statements of
Shareholders' Investments 27
Notes to Consolidated Financial Statements 28-36
2. Financial Statement Schedule:
Report of Independent Public Accountants 14
Schedule II - Valuation and Qualifying Accounts 15
All other schedules have been omitted since the required information is
included in the consolidated financial statements or notes thereto, or
because the information is not required or applicable.
3. Exhibits:
3. (a) Articles of Incorporation, as amended(1)
(b) Bylaws, as amended
4. (a) Note Purchase Agreement dated June 24, 1988(2)
(b) Promissory Note Agreement dated July 17, 1990(3)
(c) Rights Agreement dated October 29, 1991(4)
(d) Note Purchase and Private Shelf Agreement dated May 12, 1994(5)
(e) Amendment to Promissory Note Agreement dated July 17, 1990(6)
(f) Note Purchase and Medium-term Note Agreement Dated November 2,
1995(7)
(g) Credit Agreement dated March 10, 2000 (8)
(h) Amendment to Purchase and Private Shelf Agreement dated May 12,
1994 (9)
[Note: The registrant has outstanding certain issues of industrial
revenue bonds, none of which authorize the issuance of securities in
an amount exceeding 10% of the registrant's consolidated assets. The
registrant hereby agrees to furnish to the Commission upon request a
copy of any instrument with respect to long-term debt under which the
total amount of securities authorized does not exceed 10% of the
registrant's consolidated assets.]
*10. (a) Amended and Restated Supplemental Retirement Plan for Key Employees
(b) Agreement with Gerald A. Henseler(10)
(c) Agreement with Ronald D. Kneezel (11)
(d) Form of Agreements with Dennis J. Meyer and John E. Tiffany (12)
(e) Agreement with Donald D. Belcher(13)
(f) 1985 Deferred Compensation Plan for Key Employees, as amended and
restated(14)
(g) 1988 Deferred Compensation Plan for Key Employees, as amended and
restated(15)
(h) Basic Form of Deferred Compensation Agreements under (pre-January
1994) 1985 and 1988 Deferred Compensation Plans for Key
Employees(16)
(i) Basic Form of Deferred Compensation under (post-December 1993) 1988
Deferred Compensation plan for Key Employees(17)
(j) Deferred Compensation Plan for Directors, as amended(18)
(k) Revised Form of Indemnity Agreements with Directors and Certain
Officers(19)
(l) Executive Trust Agreement(20)
(m) Amendment to Executive Trust Agreement(21)
(n) 1991 Stock Option Plan, as amended(22)
(o) Description of Supplemental Long-term Disability Plan(23)
(p) Letter Agreement with Donald D. Belcher(24)
(q) Agreement with Gerald A. Henseler(25)
(r) Banta Corporation 1995 Equity Incentive Plan, as amended(26)
(s) Banta Corporation Director Stock Grant Plan(27)
(t) Economic Profit Incentive Compensation Plan, as amended and
restated(28)
(u) Economic Profit Long-term Incentive Compensation Plan, as amended
and restated(29)
(v) Key Management Retention Plan(30)
(w) Agreement with Stephanie A. Streeter
(x) Amendment to the Deferred Compensation Plans for Key Employees
13. Portions of Annual Report to Shareholders for fiscal year ended
December 30, 2000 that are incorporated by reference herein.
21. List of Subsidiaries.
23. Consent of Arthur Andersen LLP.
* Exhibits 10(a) through 10(x) are management contracts or compensatory
plans or arrangements. All documents incorporated herein by reference
are filed with the Commission under File No. 0-6187.
(1) Exhibit No. 19(b) to Form 10-Q for the quarter ended April 3, 1993 is
hereby incorporated herein by reference.
(2) Exhibit No. 4(a) to Form 10-Q for the quarter ended July 2, 1988 is hereby
incorporated herein by reference.
(3) Exhibit No. 4 to Form 10-Q for the quarter ended September 29, 1990 is
hereby incorporated herein by reference.
(4) Exhibit No. 4.1 to the Form 8-K dated October 29, 1991 is hereby
incorporated herein by reference.
(5) Exhibit No. 4(a) to Form 10-Q for the quarter ended July 2, 1994 is hereby
incorporated herein by reference.
(6) Exhibit No. 4(c) to Form 10-Q for the quarter ended July 2, 1994 is hereby
incorporated herein by reference.
(7) Exhibit No. 4(a) to Form 10-Q for the quarter ended September 30, 1995 is
hereby incorporated herein by reference.
(8) Exhibit No. 4(a) to Form 10-Q for the quarter ended April 1, 2000 is hereby
incorporated herein by reference.
(9) Exhibit No. 4.1 to Form 10-Q for the quarter ended July 1, 2000 is hereby
incorporated herein by reference.
(10) Exhibit No. 10 to From 10-K for the year ended January 1, 1983 is hereby
incorporated herein by reference.
(11) Exhibit No. 10(d) to Form 10-K for the year ended January 1, 2000 is hereby
incorporated herein by reference.
(12) Exhibit No. 10(e) to Form 10-K for the year ended January 1, 2000 is hereby
incorporated herein by reference.
(13) Exhibit No. 10(f) to Form 10-K for the year ended January 1, 2000 is hereby
incorporated herein by reference.
(14) Exhibit No. 10(j) to Form 10-K for the year ended December 30, 1989 is
hereby incorporated herein by reference.
(15) Exhibit No. 10(a) to Form 10-Q for the quarter ended April 2, 1994 is
hereby incorporated herein by reference.
(16) Exhibit No. 10(l) to Form 10-K for the year ended December 30, 1989 is
hereby incorporated herein by reference.
All documents incorporated herein by reference are filed with the Commission
under File No. 0-6187.
(17) Exhibit No. 10(b) to Form 10-Q for the quarter ended April 2, 1994 is
hereby incorporated herein by reference.
(18) Exhibit No. 10(m) to Form 10-K for the year ended December 28, 1996 is
hereby incorporated herein by reference.
(19) Exhibit No. 10(a) to Form 10-Q for the quarter ended March 28, 1992 is
hereby incorporated herein by reference . (20) Exhibit No. 10(r) to Form
10-K for the year ended December 30, 1989 is hereby incorporated herein by
reference.
(21) Exhibit No. 10(s) to Form 10-K for the year ended January 1, 1994 is hereby
incorporated herein by reference.
(22) Exhibit No. 10(t) to Form 10-K for the year ended December 28, 1996 is
hereby incorporated herein by reference.
(23) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 2, 1993 is
hereby incorporated herein by reference.
(24) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 1, 1994 is
hereby incorporated herein by reference.
(25) Exhibit No. 10(dd) to Form 10-K for the year ended December 31, 1994 is
hereby incorporated herein by reference.
(26) Exhibit No. 10.1 to Form 10-Q for the quarter ended July 3, 1999 is hereby
incorporated herein by reference.
(27) Exhibit No. 10(z) to Form 10-K for the year ended December 28, 1996 is
hereby incorporated herein by reference.
(28) Exhibit No. 10.1 to Form 10-Q for the quarter ended July 1, 2000 is hereby
incorporated herein by reference.
(29) Exhibit No. 10.2 to Form 10-Q for the quarter ended July 1, 2000 is hereby
incorporated herein by reference.
(30) Exhibit No. 10.4 to Form 10-Q for the quarter ended July 3, 1999 is hereby
incorporated herein by reference.
All documents incorporated herein by reference are filed with the Commission
under File No. 0-6187.
(b) No Current Reports on Form 8-K were filed by the Corporation during the
quarter ended December 30, 2000.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in the Banta
Corporation annual report to shareholders and incorporated by reference in this
Form 10-K, and have issued our report thereon dated January 29, 2001. Our audit
was made for the purpose of forming an opinion on those statements taken as a
whole. The schedule listed in the index in item 14(a) (2) is the responsibility
of the Corporation's management and is presented for purposes of complying with
the Securities and Exchange Commission's rules and is not part of the basic
financial statements. The schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
January 29, 2001.
BANTA CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED December 30, 2000 and January 1, 2000 and January 2, 1999
DOLLARS IN THOUSANDS
---------------------------------------------------------------------------------------------------------
BALANCE, ADDITIONS CHARGES
BEGINNING OF CHARGED TO TO BALANCE, END
YEAR EARNINGS RESERVE, NET OTHER OF YEAR
------------------ ------------------ ------------------ ----------------- -----------------
Reserve for Doubtful
Receivables:
2000 $ 4,927 $ 4,643 $ 1,832 $ 367(1) $ 8,105
================ ================ ================= ================ ================
1999 $ 3,835 $ 3,189 $ 2,097 $ 0 $ 4,927
================ ================ ================= ================ ================
1998 $ 3,708 $ 1,728 $ 1,757 $ 156 (1) $ 3,835
================ ================ ================= ================ ================
(1) Consists of additions to the reserve related to acquisitions and reserve reclassifications.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BANTA CORPORATION
DATE: March 23, 2001 BY: /s/ DONALD D. BELCHER
------------------ ---------------------
Donald D. Belcher,
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ DONALD D. BELCHER March 23, 2001
--------------------- --------------
Donald D. Belcher, Chairman and Chief
Executive Officer
/s/ GERALD A. HENSELER March 23, 2001
---------------------- --------------
Gerald A. Henseler, Executive Vice President,
Chief Financial Officer, and Director
/s/ BERNARD S. KUBALE March 23, 2001
--------------------- --------------
Bernard S. Kubale, Director
/s/ JAMESON A. BAXTER March 23, 2001
--------------------- --------------
Jameson A. Baxter, Director
/s/ RICHARD L. GUNDERSON March 23, 2001
------------------------ --------------
Richard L. Gunderson, Director
/s/ JOHN F. BERGSTROM March 23, 2001
--------------------- --------------
John F. Bergstrom, Director
EXHIBIT INDEX
Exhibit Number
3(b) Bylaws, as amended
10(a) Amended and Restated Supplemental Retirement Plan for
Key Employees
10(w) Agreement with Stephanie A. Streeter
10(x) Amendment to the Deferred Compensation Plans for Key
Employees
13 Portions of the Annual Report to Shareholders for the
fiscal year ended December 30, 2000
21 List of Subsidiaries
23 Consent of Arthur Andersen LLP