-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, UVqmz27r9WCebqFVCHcaz8Ir9SpiNR5AqyVzQFIAkkkUsWVnZnuQVxlUaq6KQLYm mr/xZjbMcDsyzINcPxeNdw== 0000897069-94-000102.txt : 19941007 0000897069-94-000102.hdr.sgml : 19941007 ACCESSION NUMBER: 0000897069-94-000102 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19941006 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANTA CORP CENTRAL INDEX KEY: 0000009801 STANDARD INDUSTRIAL CLASSIFICATION: 2732 IRS NUMBER: 390148550 STATE OF INCORPORATION: WI FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55829 FILM NUMBER: 94551934 BUSINESS ADDRESS: STREET 1: 225 MAIN ST CITY: MENASHA STATE: WI ZIP: 54952 BUSINESS PHONE: 4147227777 FORMER COMPANY: FORMER CONFORMED NAME: BANTA GEORGE CO INC DATE OF NAME CHANGE: 19890509 FORMER COMPANY: FORMER CONFORMED NAME: BANTA GEORGE PUBLISHING CO DATE OF NAME CHANGE: 19720505 S-3 1 BANTA CORPORATION FORM S-3 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Banta Corporation (Exact name of registrant as specified in its charter) Wisconsin 39-0148550 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 225 Main Street Menasha, Wisconsin 54952 (414) 751-7777 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Ronald D. Kneezel with a copy to: Vice President, General Counsel and Secretary Bernard S. Kubale Banta Corporation Foley & Lardner 225 Main Street 777 East Wisconsin Avenue Menasha, Wisconsin 54952 Milwaukee, Wisconsin 53202 (414) 751-7777 (414) 271-2400 (Name, address, including zip code, and telephone number, including area code, of agent for service) ___________________________________________________ Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. /X/ __________________ CALCULATION OF REGISTRATION FEE Title of Each Proposed Proposed Maximum Class of Maximum Aggregate Amount of Securities Amount Offering Offering Registration to be to be Price Price Fee Registered Registered Per Unit Common Stock, $.10 par value 500,000 shares $33-1/8(1) $16,562,500(1) $3,313 Common Stock Purchase Rights 500,000 rights (2) (2) (2) (1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of calculating the registration fee based on the average of the high and low prices for Banta Corporation Common Stock on the Nasdaq National Market on October 4, 1994. (2) The value attributable to the Common Stock Purchase Rights is reflected in the market price of the Common Stock to which the Rights are attached. ___________________________________ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Prospectus BANTA CORPORATION Dividend Reinvestment and Stock Purchase Plan 500,000 Shares of Common Stock, $.10 Par Value Banta Corporation (the "Company") is offering to its shareholders and employees, and the employees of its subsidiaries, the opportunity to purchase shares of the Company's Common Stock, $.10 par value (the "Common Stock"), by reinvesting dividends and/or by making optional cash investments pursuant to the Banta Corporation Dividend Reinvestment and Stock Purchase Plan (the "Plan"). Eligible shareholders under the Plan may reinvest all or a portion of their cash dividends in shares of Common Stock as well as make optional cash investments of $25 or more per investment in Common Stock up to a total of $7,500 per calendar quarter. Eligible employees under the Plan may make optional cash investments of $25 or more per investment in Common Stock up to a total of $7,500 per calendar quarter. In addition, dividends on all shares acquired and held in the accounts of participants under the Plan will be automatically reinvested in additional shares of Common Stock. The Common Stock is traded on the Nasdaq National Market under the symbol BNTA. On October 5, 1994, the last reported sale price of the Common Stock on the Nasdaq National Market was $33 per share. In this Prospectus, unless the context otherwise requires, all references to the Common Stock include the accompanying rights (the "Rights") to purchase shares of Common Stock pursuant to a Rights Agreement, dated as of October 29, 1991, between the Company and Firstar Trust Company, as Rights Agent (the "Rights Agreement"). For a description of the Rights, see "Rights to Purchase Common Stock." The Plan provides that shares of Common Stock may be purchased for participants from the Company or in the open market or in privately negotiated transactions. The price of newly issued shares purchased from the Company will be the average (computed to four decimal places) of the high and low prices of shares of Common Stock on the Nasdaq National Market on the date of purchase. The price of shares of Common Stock purchased for participants on the open market or in privately negotiated transactions will be the weighted average of the prices paid for such shares. No brokerage commissions, fees or service charges will be incurred by participants in connection with purchases of shares under the Plan (whether from the Company or on the open market or in privately negotiated transactions) or for participating in the Plan. For a detailed summary of the Plan, see "The Plan." ______________ The Company suggests that this Prospectus be retained for future reference. ______________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ______________ The date of this Prospectus is , 1994 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at its Regional Offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at Seven World Trade Center, 13th floor, New York, New York 10048. Copies of such material also may be obtained from the Public Reference Section of the Commission, Washington, D.C. 20549, at prescribed rates. The Company has filed with the Commission a Registration Statement on Form S-3 (together with all amendments and exhibits thereto referred to herein as the "Registration Statement") under the Securities Act of 1933 with respect to the Common Stock offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which have been omitted in accordance with the rules and regulations of the Commission. For further information, reference is hereby made to the Registration Statement which may be inspected and copied in the manner and at the sources described above. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission are incorporated in this Prospectus by reference and made a part hereof: 1. The Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, which contains audited financial statements for the fiscal year ended January 1, 1994. 2. The Company's Quarterly Reports on Form 10-Q for the quarters ended April 2 and July 2, 1994. 3. The description of the Common Stock contained in Item 1 of the Company's Registration Statement on Form 8-A, dated April 13, 1972, as amended by the Company's filings on Form 8, dated July 31, 1972 and August 4, 1986, and any other amendment or report filed for the purpose of updating such description. 4. The description of the Rights contained in Item 1 of the Company's Registration Statement on Form 8-A, dated November 5, 1991, and any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date of this Prospectus and prior to the termination of this offering, shall be deemed to be incorporated in this Prospectus by reference and to be a part hereof. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon written or oral request of such person, a copy of all of the information that has been incorporated in this Prospectus by reference (other than certain exhibits to documents incorporated by reference). Such requests should be directed to Ronald D. Kneezel, Vice President, General Counsel and Secretary, Banta Corporation, 225 Main Street, Menasha, Wisconsin 54952, telephone: (414) 751-7777. THE COMPANY The Company is one of the largest printing organizations in the United States, providing a wide range of printing and graphic arts services. The Company serves four different market classifications: commercial (catalogs, direct mail and single-use products); books (educational, general, trade, data manuals and software services); magazines; and other (prepress services and production of point-of- purchase displays and postage stamps). The Company's principal executive offices are located at 225 Main Street, Menasha, Wisconsin 54952, and its telephone number is (414) 751-7777. USE OF PROCEEDS The Company has no basis for estimating either the number of authorized but unissued shares of Common Stock that will ultimately be sold by the Company pursuant to the Plan or the prices at which such shares will be sold. Any net proceeds received by the Company from the sale of shares under the Plan will be added to the Company's general funds and used for general corporate purposes. The Company will not receive any proceeds from the sale of shares under the Plan which are acquired on the open market or in privately negotiated transactions. THE PLAN The following is a summary of the provisions of the Plan. The full text of the Plan is filed with the Securities and Exchange Commission as an exhibit to the Registration Statement relating to the shares of Common Stock which may be purchased under the Plan. This summary is subject to, and qualified by, the complete terms of the Plan to which reference is hereby made. This summary is not part of the legal documents constituting the Plan and does not modify it or serve as a legal interpretation of any of its provisions. Purpose The purpose of the Plan is to provide shareholders of record of the Company and employees of the Company and its subsidiaries with a simple and convenient method of purchasing shares of Common Stock. Once enrolled in the Plan, eligible shareholders may use cash dividends and/or make optional cash investments to acquire additional shares of Common Stock without incurring purchase fees, such as brokerage commissions or service charges. Eligible employees may use optional cash investments to acquire shares of Common Stock without incurring purchase fees. Administration of the Plan Firstar Trust Company (the "Trust Company") has been appointed by the Company as its agent to administer the Plan, maintain records, send statements of accounts to participants and perform other duties relating to the Plan, subject to the direction of the Company. The Trust Company will hold for safekeeping the shares of Common Stock acquired under the Plan for each participant until termination of participation in the Plan or receipt of a request in writing from a participant for all or part of his or her Plan shares. Shares held by the Trust Company will be registered in the name of the Trust Company or one of its nominees, as agents for participants in the Plan. The Company acting through its Board of Directors may, at any time and in its sole discretion, appoint a successor administrator of the Plan upon 30 days' written notice to the Trust Company. All inquiries, notices, requests and other communications regarding participation in the Plan should be directed to the Trust Company as follows: Firstar Trust Company Banta Corporation Dividend Reinvestment and Stock Purchase Plan P.O. Box 2077 Milwaukee, Wisconsin 53201 Advantages of Participating in the Plan Participants in the Plan who are shareholders of record of Common Stock may: - Automatically reinvest dividends on all or a portion of their shares held of record. - Invest additional cash (in amounts of not less than $25 per investment, up to a total of $7,500 per calendar quarter) to purchase additional shares of Common Stock. - Establish a periodic investment plan by authorizing automatic monthly withdrawals from their checking accounts to purchase additional shares of Common Stock. Participants in the Plan who are eligible employees may: - Invest cash (in amounts of not less than $25 per investment, up to a total of $7,500 per calendar quarter) to purchase additional shares of Common Stock. - Establish a periodic investment plan by authorizing automatic monthly withdrawals from their checking accounts to purchase additional shares of Common Stock. All participants in the Plan will: - Have cash dividends on shares credited to their Plan accounts automatically reinvested in additional shares of Common Stock. - Participate without incurring fees in connection with purchases of additional shares of Common Stock under the Plan, including brokerage commissions or service charges. - Benefit from full investment of funds under the Plan because fractional shares, as well as whole shares, will be credited to their accounts; dividends on such fractional shares, as well as on whole shares, will be reinvested in additional shares. - Avoid the need for safekeeping of certificates for shares of Common Stock credited to their accounts under the Plan. - Receive periodic statements from the Trust Company reflecting all current activity in their Plan accounts, thereby affording participants simplified recordkeeping. Participation by Shareholders of Record Eligibility. Any shareholder who has shares of Common Stock registered in his or her own name on the books of the Company is eligible to participate in the Plan. A beneficial owner, whose shares are registered in the name of another (e.g., in a broker's "street name" or in the name of a bank nominee or trustee) and who desires to participate in the Plan, must either make appropriate arrangements with the record holder to participate on behalf of the beneficial owner or must become a shareholder of record by having part or all of such shares transferred into his or her own name. Participation by shareholders of record in the Plan is completely voluntary. Shareholders who do not elect to participate in the Plan will continue to receive their cash dividends if, when and as declared by the Board of Directors of the Company. Payment of dividends in the future by the Company will depend on future earnings, financial requirements and other factors. Investment Options. An eligible shareholder of record may elect to participate in the Plan through the following dividend reinvestment and/or cash investment options: Full Dividend Reinvestment - Directs the Trust Company to reinvest the cash dividends on all shares of Common Stock currently or subsequently registered in the participant's name. Partial Dividend Reinvestment - Directs the Trust Company to reinvest the cash dividends on a designated number of the shares of Common Stock registered in the name of the participant. The Company will continue to pay cash dividends directly to the participant on the other shares held in his or her name. Optional Cash Investments - Permits the participant to make optional cash investments of $25 or more per investment, up to a total of $7,500 per calendar quarter, for the purchase of additional shares of Common Stock, whether or not any dividends on the shares of Common Stock registered in the name of the participant are reinvested. Such investments may be effected by making cash payments directly to the Trust Company or by authorizing the Trust Company to make monthly automatic withdrawals from the shareholder's checking account. All shares acquired by a shareholder through dividend reinvestment and optional cash investments will be credited to the participant's account under the Plan. Cash dividends on shares (including any fractional share interest) of Common Stock held in the participant's account under the Plan will be automatically reinvested in additional shares of Common Stock. Enrollment. An eligible shareholder may join the Plan at any time by completing and signing the Shareholder Authorization Form accompanying this Prospectus and returning it to the Trust Company in the postage-paid envelope provided for that purpose. If the shares of Common Stock are registered in more than one name (e.g., joint tenants or trustees), all registered holders must sign. Shareholder Authorization Forms may be obtained at any time by writing the Trust Company. The reinvestment of a shareholder participant's dividends will begin with the dividend payment date immediately following the date on which a signed Shareholder Authorization Form specifying reinvestment of dividends is received by the Trust Company, provided that the Form is received by the Trust Company at least two business days before the record date for a dividend payment. If the Shareholder Authorization Form is received after that time, the reinvestment of dividends will begin with the next cash dividend payment. Dividend payment dates in the future for the Common Stock are expected to be the first business day of February, May, August and November. Each corresponding record date is expected to be the second Friday in the month immediately preceding the month in which the dividend is paid. Participation in the Plan by an eligible shareholder making optional cash investments is described below under "Optional Cash Investments." Change of Investment Option. A shareholder participant may change his or her investment option by obtaining and completing a new Shareholder Authorization Form and sending it to the Trust Company. With respect to the reinvestment of dividends, the new Shareholder Authorization Form must be received by the Trust Company at least two business days before the record date for a dividend payment in order to be effective for such payment. Participation by Employees Eligibility. Any full-time or part-time employee of the Company or any of its subsidiaries is eligible to participate in the Plan. Employees need not be shareholders of record to participate in the Plan. Participation by employees in the Plan is completely voluntary. Investment Options. An employee may participate in the Plan by making optional cash payments directly to the Trust Company or by authorizing the Trust Company to make monthly automatic withdrawals from the employee's checking account. For a discussion of the procedures for making optional cash investments, see "Optional Cash Investments" below. All shares acquired by an employee through optional cash investments will be credited to the employee's account under the Plan. Cash dividends on shares (including fractional shares) of Common Stock held in the employee participant's account under the Plan will be automatically reinvested in additional shares of Common Stock. Enrollment. An employee may join the Plan at any time by completing and signing the Employee Authorization Form accompanying this Prospectus and returning it to the Trust Company in the postage-paid envelope provided for that purpose. An employee's participation in the Plan will commence as soon as practicable after a completed Employee Authorization Form is received by the Trust Company. In order to be entitled to receive dividends and have them reinvested under the Plan, an employee must have shares in his or her Plan account on or before a record date for the payment of dividends. Dividend payment dates in the future for the Common Stock are expected to be the first business day of February, May, August and November. Each corresponding record date is expected to be the second Friday in the month immediately preceding the month in which the dividend is paid. Employees Who Are Shareholders of Record. An employee who is a shareholder of record and who desires to reinvest cash dividends on the shares of Common Stock held in his or her own name on the books of the Company may enroll in the Plan by executing a Shareholder Authorization Form and forwarding it to the Trust Company in the manner described above under "Participation by Shareholders of Record." Employee Participants Who Leave the Company. Termination of employment does not automatically terminate participation in the Plan. Dividends on shares held under the Plan for the account of an employee participant who leaves the Company will continue to be reinvested until the participant withdraws from the Plan. Optional cash investments may continue to be made by such a participant so long as there are shares credited to his or her account under the Plan. Optional Cash Investments How the Cash Investment Option Works. An initial optional cash investment may be made by an eligible shareholder or an eligible employee when enrolling in the Plan by sending a check or money order (payable to Firstar Trust Company) to the Trust Company with a completed and signed Shareholder Authorization Form (in the case of a shareholder of record) or Employee Authorization Form (in the case of an eligible employee). Once enrolled, the participant may use forms supplied by the Trust Company with each statement of account to make additional optional cash investments. Optional cash investments, if made by participants in such manner, need not be in the same amount each time. Participants under the Plan may also authorize the Trust Company to automatically deduct a fixed amount from their checking account each month to purchase Common Stock. To make automatic optional cash investments, a participant must complete and return to the Trust Company a Shareholder Authorization Form or an Employee Authorization Form, as the case may be, as well as deliver to the Trust Company a check from his or her checking account marked "VOID" across the front. Automatic deductions will be made on the 25th (or the next succeeding business day if the 25th of the month is not a business day) of each month, starting with the month after the month in which the Trust Company receives a participant's completed Authorization Form providing for the automatic withdrawals. A participant may change the amount of automatic withdrawals by obtaining and completing a new Authorization Form and sending it to the Trust Company. Any such change will be effective starting with the month after the month in which the Trust Company receives the new Authorization Form. A participant may likewise discontinue the automatic withdrawals by notifying the Trust Company in writing. Discontinuing automatic withdrawals will not automatically terminate participation in the Plan. The Trust Company will continue to reinvest dividends on shares in the participant's Plan account until the participant withdraws from the Plan. See "Withdrawal from the Plan." Optional cash investments received from participants or automatically withdrawn from participants' accounts in any month will be applied by the Trust Company to the purchase of additional shares of Common Stock as of the Investment Date (as such term is defined under "Purchase of Shares" below) following the receipt of such payments except as otherwise provided herein. To be reinvested on the next Investment Date, optional cash investments must be received by the Trust Company no later than the 25th of each month (or the next succeeding business day if the 25th of the month is not a business day). Any optional cash received thereafter will be held by the Trust Company and invested on the next succeeding Investment Date. NO INTEREST WILL BE PAID BY THE COMPANY OR THE TRUST COMPANY ON OPTIONAL CASH INVESTMENTS. THEREFORE, OPTIONAL CASH INVESTMENTS WHICH ARE MAILED TO THE TRUST COMPANY SHOULD BE SENT SO AS TO REACH THE TRUST COMPANY SHORTLY BEFORE THE MONTHLY DEADLINE. PARTICIPANTS SHOULD ALLOW ADEQUATE TIME FOR MAILING. Limitations on Amounts of Optional Investments and Withdrawals. Each optional cash investment by a participant must be at least $25, and the total of such investments may not exceed $7,500 during any calendar quarter (including both cash payments and automatic withdrawals). All amounts received by the Trust Company for investment under the Plan must be denominated in United States dollars. In the case of a nominee who holds Common Stock for more than one beneficial owner, optional cash investments of more than $7,500 per quarter may be made, provided such nominee certifies to the Trust Company and the Company, accompanied by such documentation as the Company may require, that each beneficial owner is not making optional cash investments in excess of the quarterly limit. Return of Uninvested Optional Cash Payments. A participant may, without terminating participation in the Plan, obtain the return of any uninvested optional cash payments upon written request received by the Trust Company at least two business days prior to the applicable Investment Date. Costs and Expenses All out-of-pocket costs and expenses associated with the operation of the Plan, including service charges, will be paid by the Company. However, a participant who withdraws from participation in the Plan and instructs the Trust Company to sell the Common Stock then held in the Plan for his or her account will be responsible for his or her pro rata share of applicable brokerage commissions, if any. Purchase of Shares Reinvested Common Stock dividends, optional cash investments and proceeds (which will be treated as optional cash investments) from the sale or redemption of Common Stock subscription or other rights, if any, received by the Trust Company on behalf of participants will be used to acquire either outstanding Common Stock, or authorized and previously unissued Common Stock from the Company, provided that the Company is willing to sell additional stock. In making purchases for a participant's account, the Trust Company will combine the participant's funds with those of other participants. It is understood that governmental regulations may require the temporary curtailment or suspension of purchases of Common Stock under the Plan. No interest will be paid on funds held by the Trust Company pending investment under the Plan. Purchases of Common Stock under the Plan will be made on or as soon as practicable after the following applicable "Investment Dates": (a) Each dividend payment date is an Investment Date for the reinvestment of cash dividends. (b) The first business day of each month is an Investment Date for the investment of optional cash. The number of shares of Common Stock to be purchased for a participant under the Plan depends on the purchase price of Common Stock on the applicable Investment Date and on the amount of the participant's cash dividends and optional cash to be invested. A participant's account will be credited with that number of shares of Common Stock (including any fractional share interest, computed to three decimal places) equal to the total amount to be invested divided by the applicable purchase price per share. Share Purchase Prices The price of shares of Common Stock purchased from the Company for participants will be the average (computed to four decimal places) of the high and low prices of shares of Common Stock on the Nasdaq National Market on the applicable Investment Date. If no trading occurs on the Nasdaq National Market in the Common Stock on the applicable Investment Date, the price will be determined with reference to the next preceding date on which the Common Stock was traded. The price of shares of Common Stock purchased for participants on the open market or in privately negotiated transactions will be the weighted average of the prices paid for such shares on the date the shares are purchased. If shares are purchased on the open market or in privately negotiated transactions on more than one date, a weighted average of such averages will be used. In the event investment under the Plan is made both in newly-issued and previously-issued shares, the shares purchased will be allocated proportionately among the accounts of all participants for whom funds are being invested at that time. Reports to Participants The Trust Company will maintain an account for each participant. All shares of Common Stock (including any fractional shares, computed to three decimal places) purchased for a participant under the Plan will be credited to his or her account. Each participant in the Plan will receive a quarterly statement of his or her account from the Trust Company as soon as practicable following each dividend payment date. The Trust Company will also furnish a participant with an account statement as soon as practicable following the investment of any optional cash. Each participant also will receive copies of other communications sent to holders of Common Stock, including the Company's Annual and Quarterly Reports, the Notice of Annual Meeting and Proxy Statement, and information needed for reporting dividend income for Federal income tax purposes. Withdrawal from the Plan Timing and Effect of Withdrawal. A participant may withdraw from the Plan at any time by notifying the Trust Company in writing. A participant will be deemed to have withdrawn from the Plan upon the Trust Company receiving notice in writing of the participant's death. Termination of participation in the Plan by a shareholder of record will immediately stop all reinvestment of the participant's dividends if the notice of withdrawal is received by the Trust Company not later than 10 business days prior to the record date for the next dividend payment. Investment of optional cash will stop immediately if notification of withdrawal from the Plan is received by the Trust Company at least two business days prior to the applicable Investment Date. The entire amount of any optional cash received from which investment has been stopped by termination of participation in the Plan will be refunded to the participant. In addition to the foregoing, the Trust Company may terminate any account by written notice to the participant and the Company. Sale of Shares or Issuance of Certificates upon Withdrawal from the Plan. Upon termination of a participant's account, the participant (or his or her personal representative or other authorized agent) may elect to receive either stock or cash for all the full shares in the participant's account. If the participant's account with the Trust Company is terminated and the participant (or his or her personal representative or other authorized agent) elects to have the participant's shares in the Plan sold, the Trust Company will make such sale and send to the participant (or his or her personal representative or other authorized agent) the proceeds less any commissions. Sales requests may be accumulated by the Trust Company, but no sales transactions will be delayed (unless otherwise required by law or unless required to allow the Trust Company to credit the last dividend payment to the participant's account) for more than 10 business days. If funds are available, such shares may be purchased by the Trust Company for investment under the Plan at their current market value (determined in the same manner as the price of newly-issued shares is determined) as of the date of such sale to the Trust Company. If no election is made, and within a reasonable time after termination of participation in the Plan, a certificate for the shares purchased under the Plan will be issued and delivered to the participant or his or her estate for all full shares. In any event, any fractional interest in a share will be converted to cash at the market value as of the date of the sale thereof (determined in the same manner as the price of newly-issued shares is determined). Rejoining the Plan. Any eligible shareholder of record or employee may rejoin the Plan at any time by completing a new Authorization Form. However, the Company may reject any such Form from a previous participant on grounds of excessive termination and rejoining. Certificate for Shares Shares Held by the Trust Company. Certificates for shares of Common Stock purchased under the Plan will not be issued to a participant unless requested by the participant or until his or her account is terminated. The number of shares credited to a participant's account under the Plan will be shown on each account statement mailed to the participant. While in the custody of the Trust Company, shares of Common Stock purchased under the Plan will be registered in the name of the Trust Company or one of its nominees. This convenience protects against loss, theft or destruction of stock certificates. At any time a participant may, without terminating participation in the Plan, request in writing that the Trust Company issue a certificate for all or part of the whole shares credited to his or her Plan account. Any remaining whole shares and fractional share interest will continue to be credited to the participant's account. A participant must request issuance of a certificate for any shares of Common Stock purchased under the Plan which he or she desires to sell, pledge or transfer. Certificates for fractional share interests will not be issued under any circumstances. Name in Which Certificates will be Issued. Shareholder participant's accounts under the Plan will be maintained in the names in which certificates for shares of Common Stock of such participants are registered at the time they enter the Plan. The account of an employee participating in the Plan will be maintained in his or her name, unless instructed otherwise on an Employee Authorization Form (e.g., the account may be established in the joint names of the employee and such other person or persons as he or she may designate, such as his or her spouse or children). Certificates for whole shares, when issued, will be registered in the names in which accounts under the Plan are maintained. Should a participant want his or her shares registered in any other name upon the withdrawal of the shares from the Plan, the participant must so indicate in his or her request to the Trust Company. In the event of such a request, the participant will be responsible for any transfer taxes that may be due and for compliance with any applicable transfer restrictions. No Transfer of Shares Held in Plan; No Right to Draw Against Account. Shares of Common Stock credited to the account of a participant under the Plan may not be assigned, pledged as collateral or otherwise transferred. A participant who wishes to assign, pledge or otherwise transfer such shares must request that a certificate for such shares be issued in his or her name. In addition, participants will not have the right to draw checks or drafts against their accounts under the Plan. General Information Sale or Transfer of Registered Shares. If a participant disposes of all the shares of Common Stock registered in his or her name, but retains shares in the Plan, the Trust Company will continue to reinvest the cash dividends on shares in the Plan, subject to a participant's right to withdraw from the Plan at any time. If a shareholder participant who has selected the partial dividend reinvestment option disposes of a portion of the shares registered in his or her name, to the extent that such participant has registered in his or her name fewer shares than the number of shares designated as participating in the Plan, dividends on all shares remaining in the name of the participant will be reinvested under the Plan. If such participant subsequently acquires additional shares registered in his or her name, such additional shares shall be deemed to participate in the Plan until the number of shares equals the number of shares designated as participating in the Plan on the participant's then current Shareholder Authorization Form. Stock Dividends and Issuance of Rights. Any shares distributed pursuant to stock dividends or stock splits effected by the Company on shares held by the Trust Company for a participant will be credited to such participant's account. In the event that the Company makes available to the holders of its Common Stock subscription or other rights to purchase additional shares of Common Stock or other securities, the Trust Company will (if and when such rights trade independently) sell the rights accruing to all shares held by the Trust Company for the participants and will apply the net proceeds of such sale to the purchase of additional shares of Common Stock. The Company will notify each participant in advance of any such offer. If the participant does not want the Trust Company to sell his or her rights and invest the proceeds, it will be necessary for such participant to transfer all full shares held under the Plan to his or her own name by a given date. This will permit the participant to exercise, transfer or sell the rights on such shares. In the event that rights issued by the Company are redeemed prior to the date that such rights trade independently, the Trust Company will invest the resultant funds in additional shares of Common Stock. Voting of Shares Held in Plan. If a participant holds certificates for shares of Common Stock, the participant will be sent a proxy card in connection with any annual or special meeting of shareholders. This proxy will apply to all shares registered in the participant's name and to all whole shares credited to the participant's account under the Plan. If the participant does not hold certificates for shares, the participant will receive a proxy card on which to indicate how the shares held by the Trust Company in the participant's Plan account are to be voted. Fractional shares will not be voted. A proxy card which is properly signed and returned will be voted in the manner directed therein. If the proxy card is properly signed and returned but no voting instructions are given with respect to any or all items on the card, all of the participant's shares of Common Stock covered by such proxy card will be voted in accordance with the recommendations of the Company's management. If the card is not returned or is returned unsigned, the participant's shares will not be voted. Duties and Responsibilities of the Company and the Trust Company. Neither the Company nor the Trust Company nor its nominees will have any responsibility beyond the exercise of ordinary care for any action taken or omitted pursuant to the Plan, nor will they have any duties, responsibilities or liabilities except as expressly set forth in the Plan. The Company and the Trust Company will not be liable under the Plan for any act, done in good faith, or for any good faith omission to act, including without limitation, any claims of liability (a) with respect to the time or prices at which shares are purchased or sold for a participant's account, or any inability to purchase or sell shares, (b) for any fluctuation in the market value after purchase or sale of shares, or (c) arising out of a failure to terminate a participant's account upon such participant's death prior to receipt of notice in writing of such death. Amendment and Termination of the Plan. The Company reserves the right to suspend, modify or terminate the Plan at any time. All participants will be notified of any suspension, termination or significant modification of the Plan within a reasonable time prior to such change. FEDERAL INCOME TAX CONSIDERATIONS The following summary sets forth the general Federal income tax consequences for an individual participating in the Plan. This discussion is not, however, intended to be an exhaustive treatment of such tax considerations. Future legislative changes or changes in administrative or judicial interpretations, some or all of which may be retroactive, could significantly alter the tax treatment discussed herein. Accordingly, and because tax consequences may differ among participants in the Plan, each participant is urged to consult his or her own tax advisor to determine the particular tax consequences (including state income tax consequences) that may result from participation in and the subsequent disposal of shares purchased under the Plan. General Considerations In general, participants reinvesting dividends under the Plan have the same Federal income tax consequences with respect to their dividends as do shareholders who are not participants in the Plan. On the dividend payment date, participants will receive a taxable dividend equal to the cash dividend reinvested, to the extent the Company has earnings and profits. This treatment applies with respect to both the shares of Common Stock held of record by such participants and such participants' Plan account shares even though the dividend amount is not actually received in cash but is instead applied to the purchase of shares of Common Stock under the Plan. If shares are purchased on the open market or in a privately negotiated transaction, each participant's share of brokerage fees, if any, paid by the Company will also be taxed as an additional dividend to that participant, to the extent the Company has earnings and profits. Shares or any fraction thereof of Common Stock purchased on the open market or in a privately negotiated transaction with reinvested dividends will have a tax basis equal to the amount paid therefor, increased by any brokerage fees treated as a dividend to the participant. Shares or any fraction thereof of Common Stock purchased from the Company with reinvested dividends will have a tax basis equal to the amount of the dividend. Whether purchased on the open market or in a privately negotiated transaction or from the Company, the shares or any fraction thereof will have a holding period beginning on the day following the purchase date. Participants that make optional cash investments under the Plan will be deemed to have received an additional taxable dividend in the amount of the participant's pro rata share of the brokerage commissions, if any, paid by the Company on the shares acquired under the Plan, to the extent the Company has earnings and profits. Such brokerage commissions may only be incurred on the purchase of Common Stock in the open market or in privately negotiated transactions. Shares or any fraction thereof purchased with optional cash investments will have a tax basis equal to the amount of such payments increased by the amount of brokerage fees, if any, treated as a taxable dividend to the participant with respect to those shares or fraction thereof. The holding period for such shares or fraction thereof will begin on the day following the purchase date. Participants should not be treated as receiving an additional taxable distribution relating to their pro rata share of the Trust Company's fees or other costs of administering the Plan, all of which will be paid by the Company. However, there can be no assurance that the Internal Revenue Service ("IRS") will concur with this position. The Company has no present plans to seek formal advice from the IRS on this issue. Participants will not recognize any taxable income when they receive certificates for whole shares credited to their account, either upon their request for such certificates or upon withdrawal from or termination of the Plan. However, participants will recognize gain or loss when whole shares acquired under the Plan are sold or exchanged either through the Plan at their request or by the participants after withdrawal from or termination of the Plan. Participants will also recognize gain or loss when they receive cash payments for fractional shares credited to their account upon withdrawal from or termination of the Plan. The amount of gain or loss will be the difference between the amount a participant receives for his or her whole shares or fractional shares and the tax basis for such shares. Generally, the gain or loss will be a capital gain or loss, long-term or short-term depending on the holding period. Currently, net long-term capital gains of certain taxpayers are taxed at lower rates than other items of taxable income. Tax Withholding If a participant is a foreign shareholder whose dividends are subject to United States income tax withholding, or a participating domestic shareholder subject to backup withholding, the tax required to be withheld will be deducted from the amount of cash dividends reinvested. Since such withholding tax applies also to a dividend on shares credited to the participant's Plan account, only the net dividend on such shares will be applied to the purchase of additional shares of Common Stock. Regular statements sent to such participants will indicate the amount of tax withheld. The Company cannot refund amounts withheld. Participants subject to withholding should contact their tax advisors or the IRS for additional information. RIGHTS TO PURCHASE COMMON STOCK Pursuant to the Rights Agreement, each outstanding share of Common Stock (including shares acquired in the open market or in privately negotiated transactions under the Plan) has attached thereto one Right and each share subsequently issued by the Company prior to the expiration of the Rights Agreement will likewise have attached thereto one Right. Under certain circumstances described below, the Rights will entitle the holder thereof to purchase additional shares of Common Stock. Currently, the Rights are not exercisable and trade with the Common Stock. In the event the Rights become exercisable, each Right (unless held by a person or group which beneficially owns more than 20% of the outstanding Common Stock) will initially entitle the holder to purchase one-half of one share of Common Stock at a price of $60 per share (equivalent to $30 for each one-half share), subject to adjustment. Subject to certain limitations, the Rights will only become exercisable if a person or group has acquired, or announced an intention to acquire, 20% or more of the outstanding shares of Common Stock. Under certain circumstances, including the existence of a 20% acquiring party, each holder of a Right, other than the acquiring party, will be entitled to purchase at the exercise price Common Stock having a market value of two times the exercise price. In the event of the acquisition of the Company by another corporation subsequent to a party acquiring 20% or more of the Common Stock, each holder of a Right will be entitled to receive the acquiring corporation's common shares having a market value of two times the exercise price. The Rights may be redeemed at a price of $.01 per Right prior to the existence of a 20% acquiring party, and thereafter may be exchanged for one share of Common Stock per Right prior to the existence of a 50% acquiring party. The Rights will expire on November 15, 2001. Under the Rights Agreement, the Board of Directors of the Company may reduce the thresholds applicable to the Rights from 20% to not less than 10%. The Rights do not have voting or dividend rights and, until they become exercisable, have no dilutive effect on the earnings of the Company. The Rights have certain anti-takeover effects and may discourage or make more difficult the acquisition of the Company on a non-negotiated basis (such as by an unsolicited tender offer). The Rights will not, however, affect a transaction approved by the Board of Directors of the Company prior to the existence of a 20% acquiring party since the Rights can be redeemed before the consummation of such transaction. LEGAL MATTERS Certain legal matters in connection with the sale of the shares of Common Stock offered hereby will be passed upon for the Company by Foley & Lardner, Milwaukee, Wisconsin. Bernard S. Kubale, a partner in the firm of Foley & Lardner, is a director of the Company. As of September 30, 1994, Foley & Lardner attorneys who participated in the preparation of this Prospectus, including Mr. Kubale, beneficially owned an aggregate of 11,550 shares of Common Stock. EXPERTS The consolidated financial statements and schedules included in the Company's latest Annual Report on Form 10-K, incorporated by reference in this Prospectus and in the Registration Statement, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. ------------------------------ -------------------------- No person has been authorized to give any information or to make any representations, other than those contained or incorporated by reference in this Prospectus, in BANTA CORPORATION connection with the offer made by this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an DIVIDEND offer to buy any security in REINVESTMENT any jurisdiction to any AND person to whom it is STOCK PURCHASE unlawful to make such offer PLAN or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances imply that there has been no change in the affairs of the Company since the date hereof or that the information contained herein or incorporated by reference herein is correct as of any time subsequent to its date. TABLE OF CONTENTS Page Available Information . . 2 Incorporation of Certain PROSPECTUS Documents by Reference. 2 The Company . . . . . . . 3 Use of Proceeds . . . . . 3 The Plan . . . . . . . . 3 Purpose . . . . . . . . 3 Administration of the Plan . . . . . . 4 Advantages of Partici- pating in the Plan . 4 Participation by Shareholders of Record . . . . . . 5 Participation by Employees . . . . . 6 Optional Cash Investments . . . . 7 Costs and Expenses . . 9 Purchase of Shares . . 9 Share Purchase Prices . 9 , 1994 Reports to Participants 10 Withdrawal from the Plan . . . . . . . . 10 Certificate for Shares 11 General Information . . 12 Federal Income Tax Considerations . . . . . 13 General Considerations 13 Tax Withholding . . . . 14 Rights to Purchase Common Stock . . . . . . . . . 14 Legal Matters . . . . . . 15 Experts . . . . . . . . . 15 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following is a statement of estimated expenses to be paid by the Registrant in connection with the issuance and distribution of the securities being registered hereby: Securities and Exchange Commission registration fee . . $ 3,313 Accounting fees and expenses . . . . . . . . . . . . . 1,000 Legal fees and expenses . . . . . . . . . . . . . . . . 4,000 Printing . . . . . . . . . . . . . . . . . . . . . . . 3,000 Miscellaneous expenses . . . . . . . . . . . . . . . . 1,687 Total . . . . . . . . . . . . . . . . . . . . . . $13,000 ======= Item 15. Indemnification of Directors and Officers. Pursuant to the provisions of the Wisconsin Business Corporation Law and the Registrant's By-Laws, directors and officers of the Registrant are entitled to mandatory indemnification from the Registrant against certain liabilities and expenses (i) to the extent such officers or directors are successful in the defense of a proceeding and (ii) in proceedings in which the director or officer is not successful in defense thereof, unless (in the latter case only) it is determined that the director or officer breached or failed to perform his or her duties to the Registrant and such breach or failure constituted: (a) a willful failure to deal fairly with the Registrant or its shareholders in connection with a matter in which the director or officer had a material conflict of interest; (b) a violation of the criminal law unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (c) a transaction from which the director or officer derived an improper personal profit; or (d) willful misconduct. It should be noted that the Wisconsin Business Corporation Law specifically states that it is the public policy of Wisconsin to require or permit indemnification in connection with a proceeding involving securities regulation, as described therein, to the extent required or permitted as described above. Additionally, under the Wisconsin Business Corporation Law, directors of the Registrant are not subject to personal liability to the Registrant, its shareholders or any person asserting rights on behalf thereof for certain breaches or failures to perform any duty resulting solely from their status as directors, except in circumstances paralleling those outlined in (a) through (d) above. Expenses for the defense of any action for which indemnification may be available may be advanced by the Registrant under certain circumstances. The indemnification provided by the Wisconsin Business Corporation Law and the Registrant's By-Laws is not exclusive of any other rights to which a director or officer of the Registrant may be entitled. The Registrant maintains a liability insurance policy for its directors and officers as permitted by Wisconsin law which may extend to, among other things, liability arising under the Securities Act of 1933. Item 16. Exhibits. Exhibit Number Document Description (4.1) Articles of Incorporation of Banta Corporation, as amended (incorporated by reference to Exhibit 19(b) to Banta Corporation's Quarterly Report on Form 10-Q for the quarter ended April 3, 1993) (4.2) By-laws of Banta Corporation, as amended (incorporated by reference to Exhibit 3(c) to Banta Corporation's Annual Report on Form 10-K for the fiscal year ended January 1, 1994) (4.3) Rights Agreement, dated October 29, 1991, between Banta Corporation and Firstar Trust Company (f/k/a First Wisconsin Trust Company), as Rights Agent (incorporated by reference to Exhibit 4.1 to Banta Corporation's Current Report on Form 8-K dated October 29, 1991) (4.4) Banta Corporation Dividend Reinvestment and Stock Purchase Plan (4.5) Shareholder Authorization Form for use in connection with the Banta Corporation Dividend Reinvestment and Stock Purchase Plan (4.6) Employee Authorization Form for use in connection with the Banta Corporation Dividend Reinvestment and Stock Purchase Plan (5) Opinion of Foley & Lardner (23.1) Consent of Arthur Andersen LLP (23.2) Consent of Foley & Lardner (included as part of Exhibit (5) hereto) (24) Power of Attorney relating to subsequent amendments (included on the signature page of the Registration Statement) Item 17. Undertakings. (a) The Registrant hereby undertakes as follows: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menasha, State of Wisconsin, on October 5, 1994. BANTA CORPORATION By:/s/Calvin W. Aurand, Jr. Calvin W. Aurand, Jr. Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Each person whose signature appears below constitutes and appoints Calvin W. Aurand, Jr. and Ronald D. Kneezel, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. Signature Title Date /s/Calvin W. Aurand, Jr. Chairman of the Board October 5, 1994 Calvin W. Aurand, Jr. and Chief Executive Officer /s/Gerald A. Henseler Executive Vice President, October 5, 1994 Gerald A. Henseler Chief Financial Officer and Director /s/Robert A. Kreider Treasurer October 5, 1994 Robert A. Kreider /s/Barry K. Allen Director October 5, 1994 Barry K. Allen /s/Jameson A. Baxter Director October 5, 1994 Jameson A. Baxter /s/Donald D. Belcher Director October 5, 1994 Donald D. Belcher /s/George T. Brophy Director October 5, 1994 George T. Brophy /s/William J. Cadogan Director October 5, 1994 William J. Cadogan /s/Bernard S. Kubale Director October 5, 1994 Bernard S. Kubale /s/Curtis W. Tarr Director October 5, 1994 Curtis W. Tarr /s/Donald Taylor Director October 5, 1994 Donald Taylor /s/Allan J. Williamson Director October 5, 1994 Allan J. Williamson EXHIBIT INDEX Exhibit Number Document Description (4.1) Articles of Incorporation of Banta Corporation, as amended (incorporated by reference to Exhibit 19(b) to Banta Corporation's Quarterly Report on Form 10-Q for the quarter ended April 3, 1993) (4.2) By-laws of Banta Corporation, as amended (incorporated by reference to Exhibit 3(c) to Banta Corporation's Annual Report on Form 10-K for the fiscal year ended January 1, 1994) (4.3) Rights Agreement, dated October 29, 1991, between Banta Corporation and Firstar Trust Company (f/k/a First Wisconsin Trust Company), as Rights Agent (incorporated by reference to Exhibit 4.1 to Banta Corporation's Current Report on Form 8-K dated October 29, 1991) (4.4) Banta Corporation Dividend Reinvestment and Stock Purchase Plan (4.5) Shareholder Authorization Form for use in connection with the Banta Corporation Dividend Reinvestment and Stock Purchase Plan (4.6) Employee Authorization Form for use in connection with the Banta Corporation Dividend Reinvestment and Stock Purchase Plan (5) Opinion of Foley & Lardner (23.1) Consent of Arthur Andersen LLP (23.2) Consent of Foley & Lardner (included as part of Exhibit (5) hereto) (24) Power of Attorney relating to subsequent amendments (included on the signature page of the Registration Statement) EX-4 2 EXH. 4.4 DIV. REINVESTMENT AND STOCK PUR. PLAN BANTA CORPORATION DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN 1. Purpose. The purpose of the Banta Corporation Dividend Reinvestment and Stock Purchase Plan (the "Plan") is to provide shareholders of record of Banta Corporation (the "Company") and employees of the Company and its subsidiaries with a simple and convenient method of purchasing shares of the Company's common stock, $.10 par value (the "Common Stock"). Once enrolled in the Plan, eligible shareholders may use cash dividends and/or make optional cash investments to acquire additional shares of Common Stock without incurring purchase fees, such as brokerage commissions or service charges. Eligible employees may use optional cash investments to acquire shares of Common Stock without incurring purchase fees. 2. Administration. Firstar Trust Company (the "Trust Company") has been appointed by the Company as its agent to administer the Plan, maintain records, send statements of accounts to participants and perform other duties relating to the Plan, subject to the direction of the Company. The Trust Company will hold for safekeeping the shares of Common Stock acquired under the Plan for each participant until termination of participation in the Plan or receipt of a request in writing from a participant for all or part of his or her Plan shares. Shares held by the Trust Company will be registered in the name of the Trust Company or one of its nominees, as agents for participants in the Plan. The Company acting through its Board of Directors may, at any time and in its sole discretion, appoint a successor administrator of the Plan upon 30 days' written notice to the Trust Company. The Company shall not be required to give participants advance notice of such an appointment. 3. Shares Subject to the Plan. Reinvested Common Stock dividends, optional cash investments and proceeds (which will be treated as optional cash investments) from the sale or redemption of Common Stock subscription or other rights, if any, received by the Trust Company on behalf of participants will be used to acquire either outstanding Common Stock, or authorized and previously unissued Common Stock from the Company, provided that the Company is willing to sell such additional stock. The maximum number of authorized and previously unissued shares of Common Stock which may be issued for purposes of the Plan is 500,000; provided, however, that in the event of any change in the outstanding Common Stock by reason of stock dividends, recapitalizations, reorganizations, mergers, consolidations, split-ups, combinations or exchanges of shares or comparable transactions, the number of shares which thereafter may be issued by the Company under the Plan shall be appropriately adjusted by the Company. 4. Participation by Shareholders. (a) Eligibility. Any shareholder who has shares of Common Stock registered in his or her own name on the books of the Company is eligible to participate in the Plan. A beneficial owner, whose shares are registered in the name of another (e.g., in a broker's "street name" or in the name of a bank nominee or trustee) and who desires to participate in the Plan, must either make appropriate arrangements with the record holder to participate on behalf of the beneficial owner or must become a shareholder of record by having part or all of such shares transferred into his or her own name. (b) Investment Options. An eligible shareholder of record may elect to participate in the Plan through the following dividend reinvestment and/or optional cash investment options: (i) Reinvestment of all cash dividends on all shares of Common Stock currently or subsequently registered in the participant's name. (ii) Reinvestment of all cash dividends on a designated number of shares of Common Stock registered in the name of the participant. (iii) Optional cash investments as provided in Paragraph 6. All shares acquired by a shareholder of record through dividend reinvestment and optional cash investments will be credited to the shareholder's account under the Plan. Cash dividends on shares (including fractional shares) of Common Stock held in the participant's account under the Plan will be automatically reinvested in additional shares of Common Stock. Fractional shares will be computed to three decimal places. (c) Enrollment and Change of Investment Options. An eligible shareholder may enroll in the Plan at any time by completing and signing a Shareholder Authorization Form and returning the completed Form to the Trust Company. If the shares of Common Stock are registered in more than one name (e.g., joint tenants or trustees), all registered holders will be required to sign the Shareholder Authorization Form. The reinvestment of a shareholder participant's dividends will begin with the dividend payment date immediately following the date on which a signed Shareholder Authorization Form specifying reinvestment of dividends is received by the Trust Company, provided such Form is received by the Trust Company at least two business days before the record date for a dividend payment. If the Shareholder Authorization Form is received after that time, the reinvestment of dividends will begin with the next cash dividend payment. Participation in the Plan by an eligible shareholder with optional cash investments is governed by Paragraph 6. A shareholder participant may change his or her investment option by obtaining and completing a new Shareholder Authorization Form and sending it to the Trust Company. With respect to the reinvestment of dividends, the new Shareholder Authorization Form must be received by the Trust Company at least two business days before the record date for a dividend payment in order to be effective for such payment. 5. Participation by Employees. (a) Eligibility. Any full-time or part-time employee, who is on the payroll of the Company or any of its subsidiaries, is eligible to participate in the Plan. (b) Investment Option. An eligible employee regardless of whether he or she is already a shareholder of record may participate in the Plan by making optional cash investments in the manner as provided in Paragraph 6. All shares acquired by an employee through optional cash investments will be credited to the employee's account under the Plan. Cash dividends on shares (including fractional shares) of Common Stock held in the employee participant's account under the Plan will be automatically reinvested in additional shares of Common Stock. Fractional shares will be computed to three decimal places. (c) Enrollment. To participate in the Plan, an eligible employee should complete the Employee Authorization Form in the manner as contemplated by Paragraph 6 and return the completed Form to the Trust Company. (d) Employees Who Are Shareholders of Record. An employee who is a shareholder of record and who desires to reinvest cash dividends on the shares of Common Stock held in his or her name may enroll in the Plan by executing a Shareholder Authorization Form and forwarding it to the Trust Company in the manner provided in Paragraph 4. (e) Employee Participants Who Leave the Company. Termination of employment does not automatically terminate participation in the Plan. Dividends on shares held under the Plan for the account of an employee participant who leaves the Company will continue to be reinvested until the participant withdraws from the Plan. Optional cash investments may continue to be made by such participant so long as there are shares credited to his or her account under the Plan. 6. Optional Cash Investments. (a) Investment of Optional Cash. An initial optional cash investment may be made by a participant when enrolling in the Plan by sending a check or money order (payable to Firstar Trust Company) to the Trust Company with a Shareholder Authorization Form (in the case of a shareholder of record) or an Employee Authorization Form (in the case of an eligible employee). Once enrolled, the participant may use forms supplied by the Trust Company with each statement of account to make additional optional cash investments. Optional cash investments, if made in such manner, need not be in the same amount each time. Participants under the Plan may also authorize the Trust Company to automatically deduct a fixed amount from their checking account each month to purchase Common Stock. To make automatic optional cash investments, a participant will be required to complete and return to the Trust Company a Shareholder Authorization Form or an Employee Authorization Form, as the case may be, as well as deliver to the Trust Company a check from his or her checking account marked "VOID" across the front. Automatic deductions will be made on the 25th (or the next succeeding business day if the 25th of the month is not a business day) of each month, starting with the month after the month in which the Trust Company receives a participant's completed Authorization Form. Optional cash investments received from participants or automatically withdrawn from participants' accounts in any month will be applied by the Trust Company to the purchase of additional shares of Common Stock as of the Investment Date (as defined in Paragraph 7) following the receipt of such payments except as otherwise provided below. To be reinvested on the next Investment Date, optional cash investments must be received by the Trust Company no later than the 25th of each month (or the next succeeding business day if the 25th of the month is not a business day). Any optional cash received thereafter but prior to the next Investment Date will be held by the Trust Company and invested on the next succeeding Investment Date. Neither the Company nor the Trust Company will pay interest on optional cash pending investment. (b) Limitations on Amounts of Payments or Withdrawals. Each optional cash investment by a participant must be at least $25 and the total of such investments (including both cash payments and automatic withdrawals) may not exceed $7,500 during any calendar quarter. All amounts received by the Trust Company for investment under the Plan must be denominated in United States dollars. (c) Return of Uninvested Cash. A participant may, without terminating participation in the Plan, obtain the return of any uninvested optional cash upon written request received by the Trust Company at least two business days prior to the applicable Investment Date. 7. Purchase of Common Stock by the Trust Company. Purchases of Common Stock under the Plan will be made on or as soon as practicable after the following applicable "Investment Dates": (a) Each dividend payment date is an Investment Date for the reinvestment of cash dividends. (b) The first business day of each month is an Investment Date for the investment of optional cash. For various reasons, including the observance of the rules and regulations of the Securities and Exchange Commission or other regulatory agencies requiring temporary curtailment or suspension of purchases, the investment of all or part of the funds available in a participant's account may be delayed from time to time. No interest will be paid by the Company or the Trust Company pending investment of funds held under the Plan. A participant's account will be credited with that number of shares of Common Stock (including any fractional shares, computed to three decimal places) equal to the total amount to be invested divided by the applicable purchase price per share. 8. Price to Participants. The price of shares of Common Stock purchased from the Company for participants will be the average (computed to four decimal places) of the high and low prices of shares of Common Stock on the Nasdaq National Market on the applicable Investment Date. If no trading occurs on the Nasdaq National Market in the Common Stock on the applicable Investment Date, the price will be determined with reference to the next preceding date on which the Common Stock was traded on the Nasdaq National Market. The price of shares of Common Stock purchased for participants on the open market or in privately negotiated transactions will be the weighted average of the prices paid for such shares on the date the shares are purchased. If shares are purchased on the open market or in privately negotiated transactions on more than one date, a weighted average of such averages will be used. In the event investment under the Plan is made both in newly-issued and previously-issued shares, the shares purchased shall be allocated proportionately among the accounts of all participants for whom funds are being invested at that time. 9. Reports to Participants. The Trust Company will maintain an account for each participant. All shares of Common Stock (including any fractional shares, computed to three decimal places) purchased for a participant under the Plan will be credited to his or her account. Each participant in the Plan will receive a quarterly statement of his or her account from the Trust Company as soon as practicable following each dividend payment date. The Trust Company will also furnish a participant with an account statement as soon as practicable following the investment of any optional cash. 10. Custody of Stock and Issuance of Stock Certificates. The Trust Company will hold the shares of all participants acquired under the Plan in its name or one of its nominee's name without charge. A participant may, from time to time, make written request of the Trust Company to issue a stock certificate in his or her name for full shares. No certificates for fractional shares will be issued. 11. Costs and Expenses. All costs and expenses associated with the operation of the Plan, including service charges, will be paid by the Company. However, a participant who withdraws from participation in the Plan and instructs the Trust Company to sell the Common Stock then held in the Plan for his or her account will be responsible for his or her pro rata share of applicable brokerage commissions. 12. Withdrawal from Plan. (a) Timing and Effect of Withdrawal. A participant may withdraw from the Plan at any time by notifying the Trust Company in writing. A participant will be deemed to have withdrawn from the Plan upon the Trust Company receiving notice in writing of the participant's death. Termination of participation in the Plan by a shareholder of record will immediately stop all reinvestment of the participant's dividends if the notice of withdrawal is received by the Trust Company not later than 10 business days prior to the record date for the next dividend payment. Investment of optional cash will stop immediately if notification of withdrawal from the Plan is received by the Trust Company at least two business days prior to the applicable Investment Date. The entire amount of any optional cash received for which investment has been stopped by termination of participation in the Plan will be refunded to the participant. In addition to the foregoing, the Trust Company may terminate any account by written notice to the participant and to the Company. (b) Sale of Shares or Issuance of Certificates upon Withdrawal from Plan. Upon termination of a participant's account, the participant (or his or her personal representative or other authorized agent) may elect to receive either stock or cash for all the full shares in the participant's account. If the participant's account with the Trust Company is terminated and the participant (or his or her personal representative or other authorized agent) elects to have the participant's shares in the Plan sold, the Trust Company shall make such sale and send to the participant (or his or her personal representative or other authorized agent) the proceeds less any commissions. Sales requests may be accumulated by the Trust Company, but no sales transactions shall be delayed (unless otherwise required by law or unless required to allow the Trust Company to credit the last dividend payment to the participant's account) for more than 10 business days. If funds are available, such shares may be purchased by the Trust Company for investment under the Plan at their current market value (determined in the same manner as the price of newly-issued shares is determined under Paragraph 8) as of the date of such sale to the Trust Company. If no election is made, and within a reasonable time after termination, a certificate for the shares purchased under the Plan will be issued and delivered to the participant or his or her estate for all full shares. In any event, any fractional interest in a share will be converted to cash at the market value as of the date of the sale thereof (determined in the same manner as the price of newly-issued shares is determined under Paragraph 8). (c) Rejoining the Plan. Any eligible shareholder of record or employee may rejoin the Plan at any time by completing a new Authorization Form. However, the Company shall have the right to reject any such Form from a previous participant on grounds of excessive termination and rejoining. 13. Sale or Other Transfer of Registered Shares. If a participant disposes of all the shares of Common Stock registered in his or her name, but retains shares in the Plan, the Trust Company will continue to reinvest the cash dividends on shares in the Plan, subject to a participant's right to withdraw from the Plan at any time. If a shareholder participant who has selected the partial dividend reinvestment option disposes of a portion of the shares registered in his or her name, to the extent that such participant has registered in his or her name fewer shares than the number of shares designated as participating in the Plan, dividends on all shares remaining in the name of the participant will be reinvested under the Plan. If such participant subsequently acquires additional shares registered in his or her name, such additional shares shall be deemed to participate in the Plan until the number of shares equals the number of shares designated as participating in the Plan on the participant's then current Shareholder Authorization Form. 14. Voting of Shares Held Under the Plan. The Trust Company will vote at shareholders' meetings any full shares of Common Stock held for each participant's account under the Plan in accordance with the directions provided by the participant to the Trust Company. Such shares will not be voted if no directions are given by the participant. 15. Stock Dividends and Issuance of Rights. Any shares distributed pursuant to stock dividends or stock splits effected by the Company on shares held by the Trust Company for a participant will be credited to such participant's account. In the event that the Company makes available to the holders of its Common Stock subscription or other rights to purchase additional shares of Common Stock or other securities, the Trust Company will (if and when such rights trade independently) sell the rights accruing to all shares held by the Trust Company for the participants and will apply the net proceeds of such sale to the purchase of Common Stock in accordance with Paragraph 6. The Company will notify each participant in advance of any such offer. If the participant does not want the Trust Company to sell his or her rights and invest the proceeds, it will be necessary for such participant to transfer all full shares held under the Plan to his or her own name by a given date. This will permit the participant to exercise, transfer or sell the rights on such shares. In the event that rights issued by the Company are redeemed prior to the date that such rights trade independently, the Trust Company will invest the resultant funds in additional shares of Common Stock in accordance with Paragraph 6. 16. No Right to Draw Against Account. No participant shall have a right to draw checks or drafts against his or her account or to give instructions to the Trust Company with respect to any shares or cash held therein except as expressly provided herein. 17. Notice to Participants. Notices to the participants may be given by letter addressed to each participant at his or her last address of record with the Company. Each participant shall give prompt written notice to the Company of any change of address. 18. Amendment and Termination of Plan. The Company reserves the right to suspend, modify or terminate the Plan at any time. All participants will be notified of any suspension, termination or significant modification of the Plan within a reasonable time prior to such change. 19. Duties and Responsibilities. Neither the Company nor the Trust Company nor its nominees shall have any responsibility beyond the exercise of ordinary care for any action taken or omitted pursuant to the Plan, nor shall they have any duties, responsibilities or liabilities except as expressly set forth herein. Neither the Company nor the Trust Company shall be liable hereunder for any act, done in good faith, or for any good faith omission to act, including without limitation, any claims of liability (a) with respect to the time or prices at which shares are purchased or sold for a participant's account, or any inability to purchase or sell shares, (b) for any fluctuation in the market value after purchase or sale of shares, or (c) arising out of a failure to terminate a participant's account upon such participant's death prior to receipt of notice in writing of such death. 20. Governing Law. This Plan is governed by the internal law of the State of Wisconsin. EX-4 3 EXH. 4.5 SHDLR. AUTHORIZATION FORM SHAREHOLDER AUTHORIZATION FORM BANTA CORPORATION DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN 1. Dividend Reinvestment reinvested in Banta Corporation (Check only one box - fill in amount Common Stock. where appropriate) /_/ a. Full Cash Dividend Reinvestment. I ____________________________* wish to reinvest under the Plan cash Signature dividends on all shares registered in my name. ____________________________ /_/ b. Partial Cash Dividend Reinvestment. Signature I wish to have cash dividends reinvested on __________ shares Date _________________________ registered in my name. I wish to (Please sign above exactly as have the balance of my cash dividends name appears on reverse side. mailed to me. If shares are held jointly, each shareholder must sign.) 2. Optional Cash Investments (minimum $25 per month; maximum $7,500 per calendar quarter) * Under penalties of perjury, I (Check one or both boxes) certify (1) that the number /_/ a. Cash Payment. Please buy shares with shown on the reverse of this the enclosed check or money order for Form is my correct Taxpayer $_______ payable to Firstar Trust Identification Number and (2) Company. that I am not subject to backup /_/ b. Automatic Investment Option. I want withholding because: (a) I am cash deducted from my checking exempt from backup withholding, account on the 25th day of each month or (b) I have not been notified to buy shares. If you choose the by the Internal Revenue Service Automatic Investment Option, you must (the "IRS") that I am subject to complete and sign the Authorization backup withholding as a result below in addition to completing and of a failure to report all signing the other portions of this interest or dividends, or (c) Form. the IRS has notified me that I am no longer subject to backup To the extent I have so designated, I hereby withholding. elect to participate in the Plan and authorize Firstar Trust Company, as my agent, to apply cash dividends and any optional cash investments received by it on my behalf to the purchase of shares of Banta Corporation Common Stock. I understand that all dividends received on shares credited to my Plan account will be automatically (Please complete the reverse side) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AUTHORIZATION FOR AUTOMATIC DEDUCTION FROM CHECKING ACCOUNT AMOUNT TO BE DEDUCTED EACH MONTH FROM MY CHECKING ACCOUNT (MINIMUM $25.00 PER MONTH; MAXIMUM $7,500 PER QUARTER) $__________________ NAME OF FINANCIAL INSTITUTION ___________________________________________ ADDRESS OF FINANCIAL INSTITUTION ________________________________________ Street City State Zip Code CHECKING ACCOUNT NUMBER __________________________________ ABA TRANSIT ROUTING NUMBER (Usually printed in the lower left corner of your check) ____ ____ ____ ____ ____ ____ ____ ____ ____ I hereby authorize Firstar Trust Company to withdraw from my checking account on the 25th of each month the amount specified above. The funds will be used to purchase Banta Corporation Common Stock in accordance with the Banta Corporation Dividend Reinvestment and Stock Purchase Plan. Please sign below exactly as name appears on your checking account. ___________________________________________ Signature ___________________________________________ Please print your name Date _______________________________ IMPORTANT: YOU MUST ATTACH A VOIDED CHECK TO THIS FORM IF YOU ARE ELECTING THE AUTOMATIC INVESTMENT OPTION SHAREHOLDER AUTHORIZATION FORM BANTA CORPORATION DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN _________________________________________________________________________ Name(s) exactly as set forth on your stock certificate _________________________________________________________________________ Additional space for name(s) if necessary _________________________________________________________________________ Street Address _________________________________________________________________________ City State Zip Code _____ - ___ - _____ ___ - ______________ Social Security Number (To be Employer Identification completed if the shareholder is Number (To be completed an individual. If shares are if the shareholder is not held jointly, the Social an individual.) Security Number should be that of the first person listed on the stock certificate.) BE SURE TO COMPLETE BOTH SIDES OF THIS FORM. MAIL TO FIRSTAR TRUST COMPANY, P.O. BOX 2077, MILWAUKEE, WI 53201-2077 EX-4 4 EXH. 4.6 EMPLOYEE AUTHORIZATION FORM EMPLOYEE AUTHORIZATION FORM BANTA CORPORATION DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN I wish to participate in the Dividend Reinvestment and Stock Purchase Plan as follows: * Under penalties of perjury, (minimum $25 per month; maximum $7,500 per I certify (1) that the number calendar quarter) shown on the reverse of this Form is my correct Taxpayer /_/ 1. Cash Payment. Please buy shares with Identification Number and (2) the enclosed check or money order for that I am not subject to backup $_______ payable to Firstar Trust withholding because: (a) I am Company. exempt from backup withholding, or (b) I have not been notified /_/ 2. Automatic Investment Option. I want by the Internal Revenue Service cash deducted from my checking (the "IRS") that I am subject to account on the 25th day of each month backup withholding as a result to buy shares. If you choose the of a failure to report all Automatic Investment Option, you must interest or dividends, or (c) complete and sign the Authorization the IRS has notified me that I below in addition to completing and am no longer subject to backup signing the other portions of this withholding. Form. To the extent I have so designated, I hereby elect to participate in the Plan and authorize Firstar Trust Company, as my agent, to apply optional cash investments received by it on my behalf to the purchase of shares of Banta Corporation Common Stock. I understand that all dividends received on shares credited to my Plan account will be automatically reinvested in Banta Corporation Common Stock. ______________________________* Signature Date ________________________ (Please sign above exactly as name appears on reverse side.) (Please complete the reverse side) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AUTHORIZATION FOR AUTOMATIC DEDUCTION FROM CHECKING ACCOUNT AMOUNT TO BE DEDUCTED EACH MONTH FROM MY CHECKING ACCOUNT (MINIMUM $25.00 PER MONTH; MAXIMUM $7,500 PER CALENDAR QUARTER) $_______________ NAME OF FINANCIAL INSTITUTION __________________________________________ ADDRESS OF FINANCIAL INSTITUTION _________________________________________ Street City State Zip Code CHECKING ACCOUNT NUMBER ________________________________________________ ABA TRANSIT ROUTING NUMBER (Usually printed in the lower left corner of your check) ____ ____ ____ ____ ____ ____ ____ ____ ____ I hereby authorize Firstar Trust Company to withdraw from my checking account on the 25th of each month the amount specified above. The funds will be used to purchase Banta Corporation Common Stock in accordance with the Banta Corporation Dividend Reinvestment and Stock Purchase Plan. Please sign below exactly as name appears on your checking account. __________________________________________ Signature ___________________________________________ Please print you name Date ________________________________ IMPORTANT: YOU MUST ATTACH A VOIDED CHECK TO THIS FORM IF YOU ARE ELECTING THE AUTOMATIC INVESTMENT OPTION EMPLOYEE AUTHORIZATION FORM BANTA CORPORATION DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN Please print or type the information below exactly as you wish to register your account. _________________________________________________________________________ Name _________________________________________________________________________ Street Address _________________________________________________________________________ City State Zip Code _____ - ___ - _____ Social Security Number BE SURE TO COMPLETE BOTH SIDES OF THIS FORM. MAIL TO FIRSTAR TRUST COMPANY, P.O. BOX 2077, MILWAUKEE, WI 53201-2077 EX-5 5 EXHIBIT 5 OPINION OF FOLEY & LARDNER FOLEY & LARDNER Firstar Center 777 East Wisconsin Avenue Milwaukee, WI 53202-5367 October 5, 1994 Banta Corporation 225 Main Street Menasha, Wisconsin 54952 Gentlemen: We have acted as counsel for Banta Corporation, a Wisconsin corporation (the "Company"), with respect to the preparation of a Registration Statement on Form S-3 (the "Registration Statement"), including the prospectus constituting a part thereof (the "Prospectus"), to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to 500,000 shares of the Company's Common Stock, $.10 par value (the "Common Stock"), and the rights to purchase shares of Common Stock accompanying each share of Common Stock (the "Rights"), which may be issued by the Company pursuant to the Banta Corporation Dividend Reinvestment and Stock Purchase Plan (the "Plan"). The terms of the Rights are as set forth in that certain Rights Agreement, dated as of October 29, 1991, by and between the Company and Firstar Trust Company (f/k/a First Wisconsin Trust Company), as Rights Agent (the "Rights Agreement"). In connection with our representation, we have examined: (a) the Plan; (b) the Registration Statement, including the Prospectus; (c) the Articles of Incorporation and By-laws of the Company, as amended to date; (d) the Rights Agreement; (e) resolutions of the Company's Board of Directors relating to the Plan and the issuance of securities thereunder; and (f) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. Based on the foregoing, we are of the opinion that: 1. The Company is a corporation validly existing under the laws of the State of Wisconsin. 2. It is presently contemplated that the shares of Common Stock to be acquired under the Plan will either be purchased in the open market, acquired in privately negotiated transactions or purchased directly from the Company. To the extent the shares of Common Stock to be acquired under the Plan shall constitute shares newly issued by and purchased directly from the Company, such shares of Common Stock, when issued pursuant to the terms and conditions of the Plan, and as contemplated in the Registration Statement and Prospectus, will be validly issued, fully paid and nonassessable, except with respect to wage claims of, or other debts owing to, employees of the Company for services performed, but not exceeding six months' service in any one case, as provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law and as such section may be interpreted by a court of law. 3. The Rights when issued pursuant to the terms of the Rights Agreement will be validly issued. We consent to the use of this opinion as an exhibit to the Registration Statement and to the references to our firm therein. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, FOLEY & LARDNER EX-23 6 EXHIBIT 23.1 CONSENT OF ACCOUNTANT CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our reports dated January 31, 1994 included in and incorporated by reference in the Banta Corporation Form 10-K for the year ended January 1, 1994 and all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Milwaukee, Wisconsin October 6, 1994 -----END PRIVACY-ENHANCED MESSAGE-----