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 29, 2001
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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
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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. ( )
Aggregate market value of voting stock held by non-affiliates of the
registrant as of March 1, 2002: $829,877,000.
Number of shares of common stock outstanding as of March 1, 2002: 25,010,892
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Annual Report to Shareholders for the year ended December
29, 2001 (incorporated into Parts I and II).
(2) Definitive Proxy Statement for annual meeting of shareholders to be held on
April 23, 2002 (incorporated into Part III).
PART I
Item 1. Business.
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General.
Banta Corporation (the "Corporation" or "Banta"), together with its
subsidiaries, is a technology and market leader in printing and supply-chain
management. Banta provides a comprehensive combination of printing and digital
imaging solutions to leading publishers and direct marketers, including advanced
digital content management and e-business services. Banta's supply-chain
management businesses provide a wide range of outsourcing capabilities to the
world's largest technology companies. Services range from component procurement,
product assembly and packaging to inventory control and global distribution. 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
2001.
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 Asia. 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 29, 2001 includes
further information on the Corporation's business segments, which information is
incorporated herein by reference.
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 and services, changes in raw material costs and
availability (particularly paper), unanticipated changes in operation expenses,
unanticipated production difficulties, changes in demand for products and
services in the technology sector, the impact of increased competition resulting
from industry consolidation, and general changes in economic conditions. Several
of these factors are discussed in greater detail in the section of this document
labeled "Certain Risk Considerations". 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
print or healthcare customers. Production agreements covering one to three years
are, however, more frequent for supply-chain management services and to a lesser
extent, magazine and catalog production. In addition to these production
agreements, during 1999 the Corporation entered into a five-year agreement with
Compaq Computer Corporation. During fiscal 2001 revenues under this contract
were approximately $115 million and Banta expects comparable revenue for fiscal
2002. 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.
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%, 34% and 25% of net sales
during 2001, 2000, and 1999, respectively. No customer accounted for more than
10% of the Corporation's net sales in 2001, 2000, or 1999.
International operations represented 15%, 12%, and 12% of consolidated net
sales and 14%, 11%, and 10% of consolidated assets in 2001, 2000, and 1999,
respectively.
Backlog
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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 are expressed in terms of time scheduled on
equipment and not dollar value. Consequently, the dollar value of backlog is not
readily available.
Markets Served.
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The Corporation operates in two business segments, print and supply-chain
management, and has other operations that produce healthcare products. These
markets are summarized in the following table and described in greater detail
below. Tables in this section set forth the approximate percentage of
segment/category net sales contributed by each class of similar products for the
last three fiscal years.
2001 2000 1999
---- ---- ----
Print 69% 71% 76%
Supply Chain 24 22 16
Healthcare 7 7 8
-- -- --
TOTAL 100% 100% 100%
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Print Segment
Within the print segment, the Corporation's operations can be further subdivided
into five general categories:
2001 2000 1999
---- ---- ----
Books 33% 33% 29%
Direct Marketing 22 21 24
Catalogs 22 22 23
Magazines 19 19 17
Digital Imaging 4 5 7
--- --- ---
TOTAL 100% 100% 100%
==== ==== ====
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 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 soft cover books, technical manuals and business directories, to
specialty calendars, multimedia kits and instructional games.
o Direct Marketing
Printed materials for direct marketing customers are provided 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 more than 800 different titles of magazines. These magazines are primarily
short-to-medium run publications (usually less than 350,000 copies), which are
generally distributed to subscribers by mail. The Corporation's primary magazine
customers are 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 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 have 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 customers' digital information. The
Corporation's service offerings also include interactive online products for the
Internet, including web site hosting and maintenance, as well as electronic
commerce solutions. During 2001, the Corporation continued to invest in their
B-media digital content management system that automates a customer's production
process by streamlining information storage and retrieval for print and
electronic distribution.
Supply-Chain Management
Banta Global Turnkey, a division of Banta, is one of the largest and most
experienced providers of supply-chain management and turnkey manufacturing
services. This division serves as a global outsourcing partner to many of the
world's leading technology companies. With nearly two decades of experience
serving the technology marketplace, Banta is a significant contributor to the
evolution of turnkey services around the world and a leader in developing the
next generation of global supply-chain integration services.
The Corporation's product offerings for supply-chain management include
product configuration and manufacturing, procurement, testing, packaging,
assembly and worldwide distribution services for computer hardware, consumer
electronics and computer software publishers in North America, Europe, and Asia.
Banta provides the technology infrastructure to manage multiple elements of the
supply chain, integrating Banta, the customers and the customer's suppliers into
a common information technology system, reducing inventories, collapsing cycle
time and driving significant costs out of the supply chain.
Healthcare Products
Banta Healthcare Group, Ltd. ("BHG") converts poly film and paper into
single-use products for the healthcare and food service industries. In addition,
BHG 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.
Certain Risk Considerations
The Corporation's business is exposed to risk from a variety of factors.
Three key areas of risk, while not intended to be a comprehensive or definitive
list, are summarized below.
o Competition
Within the print segment the graphic arts industry has continued to
experience consolidation over the last few years. This trend has resulted in
fewer private, independent competitors, creating several competitors that are
larger than the Corporation in size with broader product offerings. The major
competitive factors in the Corporation's print business are quality of finished
products, time to market and distribution capabilities, ongoing customer
service, price, availability of time on equipment and schedule flexibility. The
consolidation of customers within certain of the Corporation's markets provides
both greater competitive pricing pressures and opportunities for increased
volume solicitation as customers reduce the number of vendors and aggregate
volume. In recent years, seasonal excess capacity in the printing industry has
resulted in lower unit prices. The Corporation believes it 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.
The major competitive factors in the Corporation's supply-chain management
segment are customer service, global positioning, price, location relative to
customer manufacturing sites, quality of information technology and the ability
to develop creative and innovative solutions for customer manufacturing,
fulfillment and distribution needs. In recent years, continuing pressure from
customers to reduce cost, reduce time to market and improve quality of service
have led to increased pricing pressures. The Corporation believes it has been
able to remain competitive because of its continued investment in people and
technology to deliver excellent service.
o Customers
The Corporation's supply-chain management segment primarily serves global
technology customers. This concentration of customers within one industry
creates increased risk when there is a significant decline in the economy or in
this industry.
o General Economic Conditions
Global economic conditions have the potential to significantly impact the
Corporation's financial results. Within the print segment a change in economic
conditions can impact many areas of spending, including government, business and
individual spending. These changes can have a direct impact on the amount of
print business available. Examples include:
o Reductions or increases in state government spending on education
leads to a corresponding decrease or increase in educational
materials, which are produced by the Corporation's Book group.
o Reductions or increases in business spending on advertising impact
advertising page counts in magazines, and the volume of direct
marketing materials. These changes will impact results in the
Corporation's Publication, Direct Marketing and Catalog groups.
Within the supply-chain management segment a change in economic condition
that impacts individual or business spending on technology has the potential to
significantly impact Banta's major customers in this market, which would impact
the Corporation's financial performance.
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 2001, the price of paper decreased on a composite average
approximately 9%. It is customary for printers to adjust sales prices to reflect
market fluctuations in paper prices. In 2000, the price of paper increased
approximately 10%. In 1999, the price of paper grades used most frequently by
the Corporation remained stable. Prices for ink used in certain portions of the
print segment of the business decreased in 2001. The Corporation uses a number
of other raw materials including resins, packaging materials and subcontracted
components. The cost of these materials remained relatively stable in 2001, 2000
and 1999.
Materials used for assembly, testing and fulfillment in the supply-chain
management segment are specific to the customers' product and may include
computer keyboards or components thereof, cables, printed manuals, various
hardware components and packing materials. There is no single dominant raw
material used in this business segment.
Development.
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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 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 achieve 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 includes members from the
Corporation's different operating groups. The Corporation also has increased its
emphasis on the development of new products and services, 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 been primarily focused on
research and development activities.
Environment Factors.
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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 2002. The Corporation also incurs ongoing costs in monitoring
compliance with environmental laws concerning the disposal of waste materials
and the remediation of sites previously used for the disposal of waste
materials. Requirements of the U.S. Environmental Protection Agency and state
agencies nationwide relating to disposal of waste in landfill sites are
increasing, thus creating 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 management believes that expenditures for these
purposes may have a negative impact on its earnings and those of its competitors
in the future. However, any increased costs are not expected to have a material
impact on the Corporation's competitive position, assuming similar costs are
required of 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.
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Footnote 12 to the Corporation's Consolidated Financial Statements in the
Corporation's Annual Report to Shareholders for the fiscal year ended December
29, 2001 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; 63............... Chairman of the Board and Chief
Chairman and Chief Executive Officer of the Corporation
Executive Officer since January 2001; Chairman, President
and Chief Executive Officer prior thereto.
Stephanie A. Streeter; 44........... President and Chief Operating Officer
President and Chief Operating since January 2001; Chief Operating
Officer 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.
Daniel W. Kiener; 50................ Vice President and Chief Financial Officer
Vice President and Chief Financial since March 2002; Treasurer of PPG
Officer Industries, Inc.(diversified manufacturing
company) from 1996 to 2001.
Gerald A. Henseler; 61.............. Executive Vice President since March 2002;
Executive Vice President Executive Vice President and Chief
Financial Officer of the Corporation
prior thereto.
Ronald D. Kneezel; 45............... Vice President, General Counsel and
Vice President, General Counsel Secretary of the Corporation.
and Secretary
Dennis J. Meyer; 46................. Vice President Marketing of the
Vice President Marketing Corporation.
Frank W. Rudolph; 45................ 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 US West, Inc.
(provider of telecommunications services)
from 1996 to 1997.
There are no family relationships among 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.
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At the end of fiscal 2001, the Corporation's operations were conducted at
38 production facilities in the United States and at seven foreign production
facilities. The Corporation and its subsidiaries own operating plants located in
California, Connecticut, Minnesota, Missouri, North Carolina, Ohio, Tennessee,
Utah, Virginia and Wisconsin as well as several warehouse facilities for storage
of materials. As of the end of fiscal 2001, these owned facilities included
approximately 3,899,000 square feet of space utilized as follows: office space -
357,000 square feet, manufacturing - 2,032,000 square feet and warehouse -
1,510,000 square feet. The Corporation also leases production facilities in
Georgia, Illinois, Massachusetts, Minnesota, Texas, Utah, Washington and
Wisconsin, 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
3,441,000 square feet of space. The buildings owned and leased by the
Corporation are primarily of steel and brick construction.
One plant and certain of its equipment owned by the Corporation is pledged
to secure issues of industrial revenue bonds in the principal amount of $920,000
as of December 29, 2001.
Item 3. Legal Proceedings.
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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.
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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 29, 2001, approximately $100,596,000 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 29, 2001 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 29, 2001 is
hereby incorporated herein by reference in response to this Item.
Item 7. Management's Discussion and Analysis.
-------------------------------------
The information set forth under the caption "Management's Discussion and
Analysis" in the Corporation's Annual Report to Shareholders for the fiscal year
ended December 29, 2001 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" in the Corporation's Annual Report to Shareholders for the fiscal year
ended December 29, 2001 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 29, 2001 and December 30, 2000, and the related consolidated Statements
of Earnings, Cash Flows and Shareholders' Investment for the fiscal years ended
December 29, 2001, December 30, 2000, and January 1, 2000, 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 29, 2001, 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 29, 2001 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
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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 23, 2002, 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 23, 2002,
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 23, 2002, 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 caption "Other Matters - Related Party
Transaction" contained in the Corporation's definitive proxy statement for the
annual meeting of shareholders to be held on April 23, 2002, 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 37
Consolidated Balance Sheets
December 29, 2001 and December 30, 2000 24
For the fiscal years ended December 29, 2001, December 30,
2000, and January 1, 2000:
Consolidated Statements of Earnings 25
Consolidated Statements of Cash Flows 26
Consolidated Statements of
Shareholders' Investment 27
Notes to Consolidated Financial Statements 28-36
2. Financial Statement Schedule:
Report of Independent Public Accountants 13
Schedule II - Valuation and Qualifying Accounts 14
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 amendment effective January 1, 2002
(c) 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 November 5, 2001(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(10)
(b) Agreement with Gerald A. Henseler (11)
(c) Agreement with Ronald D. Kneezel (12)
(d) Form of Agreement with Stephanie A. Streeter, Daniel W. Kiener and
Dennis J. Meyer (13)
(e) Agreement with Donald D. Belcher (14)
(f) 1985 Deferred Compensation Plan for Key Employees, as amended and
restated (15)
(g) 1988 Deferred Compensation Plan for Key Employees, as amended and
restated (16)
(h) Basic Form of Deferred Compensation Agreements under (pre-January
1994) 1985 and 1988 Deferred Compensation Plans for Key Employees (17)
(i) Basic Form of Deferred Compensation under (post-December 1993) 1988
Deferred Compensation plan for Key Employees (18)
(j) Deferred Compensation Plan for Directors, as amended (19)
(k) Revised Form of Indemnity Agreements with Directors and Certain
Officers (20)
(l) Executive Trust Agreement (21)
(m) Amendment to Executive Trust Agreement (22)
(n) 1991 Stock Option Plan, as amended (23)
(o) Description of Supplemental Long-term Disability Plan (24)
(p) Letter Agreement with Donald D. Belcher (25)
(q) Agreement with Gerald A. Henseler (26)
(r) Banta Corporation 1995 Equity Incentive Plan, as amended (27)
(s) Banta Corporation Director Stock Grant Plan (28)
(t) Agreement with Stephanie A. Streeter (29)
(u) Amendment to the Deferred Compensation Plans for Key Employees (30)
(v) Executive Deferred Compensation Plan "B" (31)
(w) Economic Profit Incentive Compensation Plan, as amended and restated
(x) Economic Profit Long-Term Incentive Compensation Plan, as amended and
restated
(y) Agreement with Daniel W. Kiener
13. Portions of Annual Report to Shareholders for the fiscal year ended
December 29, 2001 that are incorporated by reference herein.
21. List of Subsidiaries.
22. Consent of Arthur Andersen LLP.
99.1. Company Representation Letter Regarding Arthur Andersen LLP.
* Exhibits 10(a) through 10(y) 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-A Registration Statement dated November 5,
2001 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 (x) to Form 10-K for the year ended December 30, 2000 is
hereby incorporated herein by reference.
(11) Exhibit No. 10 to Form 10-K for the year ended January 1, 1983 is hereby
incorporated herein by reference.
(12) Exhibit No. 10(d) to Form 10-K for the year ended January 1, 2000 is hereby
incorporated herein by reference.
(13) Exhibit No. 10(e) to Form 10-K for the year ended January 1, 2000 is hereby
incorporated herein by reference.
(14) Exhibit No. 10(f) to Form 10-K for the year ended January 1, 2000 is hereby
incorporated herein by reference.
(15) Exhibit No. 10(j) to Form 10-K for the year ended December 30, 1989 is
hereby incorporated herein by reference.
(16) Exhibit No. 10(a) to Form 10-Q for the quarter ended April 2, 1994 is
hereby incorporated herein by reference.
(17) Exhibit No. 10(l) to Form 10-K for the year ended December 30, 1989 is
hereby incorporated herein by reference.
(18) Exhibit No. 10(b) to Form 10-Q for the quarter ended April 2, 1994 is
hereby incorporated herein by reference.
(19) Exhibit No. 10(m) to Form 10-K for the year ended December 28, 1996 is
hereby incorporated herein by reference.
(20) Exhibit No. 10(a) to Form 10-Q for the quarter ended March 28, 1992 is
hereby incorporated herein by reference . (21) Exhibit No. 10(r) to Form
10-K for the year ended December 30, 1989 is hereby incorporated herein by
reference.
(22) Exhibit No. 10(s) to Form 10-K for the year ended January 1, 1994 is hereby
incorporated herein by reference.
(23) Exhibit No. 10(t) to Form 10-K for the year ended December 28, 1996 is
hereby incorporated herein by reference.
(24) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 2, 1993 is
hereby incorporated herein by reference.
(25) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 1, 1994 is
hereby incorporated herein by reference.
(26) Exhibit No. 10(dd) to Form 10-K for the year ended December 31, 1994 is
hereby incorporated herein by reference.
(27) Exhibit No. 10.1 to Form 10-Q for the quarter ended June 30, 2001 is hereby
incorporated herein by reference.
(28) Exhibit No. 10(z) to Form 10-K for the year ended December 28, 1996 is
hereby incorporated herein by reference.
(29) Exhibit No. 10(w) to Form 10-K for the year ended December 30, 2000 is
hereby incorporated herein by reference.
(30) Exhibit No. 10 (x) to Form 10-K for the year ended December 30, 2000 is
hereby incorporated herein by reference.
(31) Exhibit No. 10.2 to Form 10-Q for the quarter ended June 30, 2001 is hereby
incorporated herein by reference.
All documents incorporated herein by reference are filed with the Commission
under File No. 0-6187.
(b) The Company filed a Current Report on Form 8-K, dated November 5,
2001, reporting (under Item 5) the adoption of a new Shareholder
Rights Agreement and the declaration of a dividend of common share
purchase rights in connection therewith.
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 incorporated by reference in this Form
10-K, and have issued our report thereon dated January 28, 2002. 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
consolidated financial statements. The schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated 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
consolidated financial statements taken as a whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
January 28, 2002.
BANTA CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED December 29, 2001 and December 30, 2000 and January 1, 2000
DOLLARS IN THOUSANDS
----------------------------------------------------------------------------------------------------
BALANCE, ADDITIONS CHARGES
BEGINNING OF CHARGED TO TO BALANCE, END
YEAR EARNINGS RESERVE, NET OTHER OF YEAR
------------------ ----------------- ----------------- --------------- -----------------
Reserve for Doubtful
Receivables:
2001 $ 8,105 $ 3,644 $ 4,665 $ 0 $ 7,084
================= ================= ================= ============== ================
2000 $ 4,927 $ 4,643 $ 1,832 $ 367(1) $ 8,105
================= ================= ================= ============== ================
1999 $ 3,835 $ 3,189 $ 2,097 $ 0 $ 4,927
================= ================= ================= ============== ================
(1) Consists of additions to the reserve related to acquisitions.
15
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 22, 2002 BY: /s/ Donald D. Belcher
----------------- -------------------------------------
Donald D. Belcher, Chairman of the Board
and Chief Executive Officer
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 22, 2002
-------------------------------------------- ---------------
Donald D. Belcher, Chairman of the Board
and Chief Executive Officer
/s/ Stephanie A. Streeter March 22, 2002
-------------------------------------------- ---------------
Stephanie A. Streeter, President and Chief
Operating Officer, and Director
/s/ Daniel W. Kiener March 22, 2002
-------------------------------------------- ---------------
Daniel W. Kiener, Vice President and Chief
Financial Officer
/s/ Gerald A. Henseler March 22, 2002
-------------------------------------------- ---------------
Gerald A. Henseler, Executive Vice President
and Director
/s/ Bernard S. Kubale March 22, 2002
-------------------------------------------- ---------------
Bernard S. Kubale, Director
/s/ Jameson A. Baxter March 22, 2002
-------------------------------------------- ---------------
Jameson A. Baxter, Director
/s/ Richard L. Gunderson March 22, 2002
-------------------------------------------- ---------------
Richard L. Gunderson, Director
/s/ John F. Bergstrom March 22, 2002
-------------------------------------------- ---------------
John F. Bergstrom, Director
/s/ Ray C. Richelsen March 22, 2002
-------------------------------------------- ---------------
Ray C. Richelsen, Director
Banta Corporation File No. 0-6187
Form 10-K, Year Ended December 29, 2001
EXHIBIT INDEX
-------------
Exhibit Number
--------------
3(b) Bylaw amendment effective January 1, 2002
3(c) Bylaws, as amended
10(w) Economic Profit Incentive Compensation Plan, as amended and restated
10(x) Economic Profit Long-Term Incentive Compensation Plan, as amended and
restated
10(y) Agreement with Daniel W. Kiener
13. Portions of the Annual Report to Shareholders for the fiscal year ended
December 29, 2001
21. List of Subsidiaries
23. Consent of Arthur Andersen LLP
99.1. Company Representation Letter regarding Arthur Andersen LLP.