SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): November 5, 2001
Banta Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin 0-6187 39-0148550
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
225 Main Street, Menasha, Wisconsin 54952
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(Address of principal executive offices, including zip code)
(920) 751-7777
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(Registrant's telephone number)
Item 5. Other Events.
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On November 5, 2001, the Board of Directors of Banta Corporation (the
"Company") declared a dividend of one common share purchase right (a "Right") on
each outstanding share of common stock, $0.10 par value, of the Company (the
"Common Shares"). The dividend is payable on November 15, 2001 to the
shareholders of record on that date (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company one-half of one Common Share, at
a price of $140 per Common Share (equivalent to $70 for each one-half of a
Common Share), subject to adjustment (the "Purchase Price"). The description and
terms of the Rights are set forth in a Rights Agreement, dated November 5, 2001
(the "Rights Agreement"), between the Company and Firstar Bank, N.A., as Rights
Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (other
than the Company, a subsidiary of the Company or an employee benefit plan of the
Company or a subsidiary) (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding Common Shares (the "Shares
Acquisition Date") or (ii) 10 business days (or such later date as may be
determined by action of the Company's Board of Directors prior to such time as
any person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group (other than the Company, a subsidiary of the Company or an employee
benefit plan of the Company or a subsidiary) of 15% or more of such outstanding
Common Shares (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share
certificate.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares, outstanding as of the Record Date, even without such notation,
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on November 15, 2011 (the "Final Expiration Date"), unless the
Rights are earlier redeemed or exchanged by the Company, or the Rights Agreement
is amended, in each case as described below.
The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares; (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion price, less than the then
current market price of the Common Shares; or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets (excluding
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regular quarterly cash dividends or dividends payable in Common Shares) or of
subscription rights or warrants (other than those referred to above).
In the event that any person becomes an Acquiring Person (a "Flip-In
Event"), holders of Rights will thereafter generally have the right to receive
upon exercise that number of Common Shares (or, in certain circumstances cash,
property or other securities of the Company or a reduction in the Purchase
Price) having a market value of two times the then current Purchase Price.
Notwithstanding any of the foregoing, following the occurrence of a Flip-In
Event all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, or subsequently become beneficially owned by an
Acquiring Person, related persons and transferees will be null and void.
In the event that, at any time following the Shares Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction or (ii) 50% or more of its consolidated assets or earning power are
sold (the events described in clauses (i) and (ii) are herein referred to as
"Flip-Over Events"), proper provision will be made so that holders of Rights
will (subject to the limitations set forth in the Rights Agreement) thereafter
have the right to receive, upon the exercise thereof at the then current
Purchase Price, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
then current Purchase Price.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Common Shares will be issued. In lieu of
fractional Common Shares equal to one-half of a Common Share or less, an
adjustment in cash will be made based on the market price of the Common Shares
on the last trading day prior to the date of exercise. No Rights may be
exercised that would entitle the holder thereof to any fractional Common Share
greater than one-half of a Common Share unless concurrently therewith such
holder purchases an additional fraction of a Common Share, which when added to
the number of Common Shares to be received upon such exercise, equals an
integral number of Common Shares.
The Purchase Price is payable by certified check, cashier's check,
bank draft or money order or, if so provided by the Company, the Purchase Price
following the occurrence of a Flip-In Event and until the first occurrence of a
Flip-Over Event may be paid in Common Shares having an equivalent value.
At any time after a person becomes an Acquiring Person and prior to
the acquisition by any Acquiring Person of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by any Acquiring Person which have become void), in whole or
in part, at an exchange ratio of one Common Share per Right (subject to
adjustment).
At any time prior to a person becoming an Acquiring Person, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.001 per Right (the "Redemption Price"). The redemption of the
Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
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Other than amendments that would change the Redemption Price or move
to an earlier date the expiration of the Rights, the terms of the Rights may be
amended by the Board of Directors of the Company without the consent of the
holders of the Rights, including an amendment to lower the threshold for
exercisability of the Rights from 15% to not less than 10%, with appropriate
exceptions for any person then beneficially owning a percentage of the number of
Common Shares then outstanding equal to or in excess of the new threshold,
except that from and after the Distribution Date no such amendment may adversely
affect the interests of the holders of the Rights. The Rights also may be
amended to extend the expiration date thereof.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
As of November 2, 2001, there were 24,693,199 Common Shares issued and
outstanding (and 5,995,372 Common Shares reserved for issuance). Each
outstanding Common Share on the Record Date will receive one Right. As long as
the Rights are attached to the Common Shares, the Company will issue one Right
for each Common Share which becomes outstanding between the Record Date and the
Distribution Date so that all such shares will have attached Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on redemption of the Rights or on a substantial
number of Rights being acquired. The Rights should not interfere with any merger
or other business combination approved by the Board of Directors of the Company
prior to the time that the Rights may not be redeemed (as described above) since
the Board of Directors may, at its option, at any time until the Shares
Acquisition Date redeem all but not less than all the then outstanding Rights at
$.001 per Right. The Rights are designed to provide additional protection
against abusive takeover tactics such as offers for all shares at less than full
value or at an inappropriate time (in terms of maximizing long-term shareholder
value), partial tender offers and selective open-market purchases. The Rights
are intended to assure that the Company's Board of Directors has the ability to
protect shareholders and the Company if efforts are made to gain control of the
Company in a manner that is not in the best interests of the Company and its
shareholders.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the Form of
Right Certificate, is filed herewith as an exhibit. The foregoing description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to such exhibit.
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Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
(4.1) Rights Agreement, dated as of November 5, 2001,
between Banta Corporation and Firstar Bank, N. A.,
which includes as Exhibit A thereto the Form of
Right Certificate and as Exhibit B thereto the
Summary of Rights to Purchase Common Shares.
[Incorporated by reference to Exhibit (4.1) to
Banta Corporation's Form 8-A Registration
Statement filed November 5, 2001]
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SIGNATURES
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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 hereunto duly authorized.
BANTA CORPORATION
Date: November 5, 2001 By: /s/ Ronald D. Kneezel
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Ronald D. Kneezel
Vice President, General Counsel
and Secretary
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BANTA CORPORATION
FORM 8-K
EXHIBIT INDEX
Exhibit
Number Description
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(4.1) Rights Agreement, dated as of November 5, 2001, between Banta
Corporation and Firstar Bank, N. A., which includes as Exhibit A
thereto the Form of Right Certificate and as Exhibit B thereto the
Summary of Rights to Purchase Common Shares. [Incorporated by
reference to Exhibit (4.1) to Banta Corporation's Form 8-A
Registration Statement filed November 5, 2001]
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