<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
-------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
------------------ ----------------
Commission file number 0-18815 [Outlook Group Corp.]
---------------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
OUTLOOK GROUP CORP. 401(K) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
OUTLOOK GROUP CORP.
1180 AMERICAN DRIVE
NEENAH, WISCONSIN 54956
<PAGE> 2
OUTLOOK GROUP CORP.
REPORT ON AUDITS OF FINANCIAL STATEMENTS OF
401(k) SAVINGS PLAN AS OF DECEMBER 31, 1995 AND 1994
<PAGE> 3
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants 1
Financial Statements
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4-10
Supplemental Information
Report of Independent Accountants on Supplementary Schedule 12
Item 27(a) - Schedule of Assets Held for Investment Purposes 13-18
Exhibit A - Consent of Independent Accountants 19
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Trustees
Outlook Group Corp.
401(k) Savings Plan
We have audited the accompanying statements of net assets available for plan
benefits of Outlook Group Corp. 401(k) Savings Plan (the "Plan") as of December
31, 1995 and 1994, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits of the financial statements in accordance with
generally accepted auditing standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1995 and 1994, and the changes in net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
/s/ Coopers & Lybrand L.L.P.
Milwaukee, Wisconsin
June 21, 1996
1
<PAGE> 5
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1995 and 1994
<TABLE>
<CAPTION>
ASSETS 1995 1994
----------- -----------
<S> <C> <C>
Investments:
Common stock $ 1,503,253 $ 2,178,086
Mutual funds 1,312,093 640,209
Investment contracts 1,516,984 -
Government securities 80,966 218,171
Corporate bonds 74,123 68,227
Interest-bearing cash 115,779 385,457
Loans to plan participants 43,720 35,695
----------- -----------
4,646,918 3,525,845
Employer contribution
receivable 137,058 131,067
Employee contributions
receivable 30,761 19,467
Other receivables 29,402 4,450
----------- -----------
Net assets available for
plan benefits $ 4,844,139 $ 3,680,829
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 6
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Additions to net assets
attributed to:
Contributions from employer $ 291,251 $ 200,412
Contributions from employees 988,507 1,138,473
Interest and dividend income 131,926 69,138
Net appreciation in fair
value of investments 66,168 -
----------- -----------
Total additions 1,477,852 1,408,023
Deductions from net assets
attributed to:
Benefits paid to participants 285,275 158,494
Investment expenses 29,267 26,205
Net depreciation in fair
value of investments - 128,924
----------- -----------
Total deductions 314,542 313,623
----------- -----------
Increase in net assets
available for plan
benefits 1,163,310 1,094,400
Net assets available for plan
benefits:
Beginning of year 3,680,829 2,586,429
----------- -----------
End of year $ 4,844,139 $ 3,680,829
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 7
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
The following description of the Outlook Group Corp. 401(k) Savings Plan
(the "Plan") provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's
provisions.
A. GENERAL: The Plan is a defined contribution plan covering
substantially all employees of Outlook Group Corp. (the "Company") who
have completed one year (1,000 hours) of service and are age 18 or
older. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
B. CONTRIBUTIONS: Each year, participants may make voluntary
contributions up to 15 percent of annual compensation, as defined by
the Plan. Participants may also contribute amounts representing
distributions from other qualified defined benefit or contributions
plans. Effective July 1, 1994, the Company contributes 50 percent of
the first 6 percent of the non-union participant's compensation
deferral for participants with five or more years of service. The
Company contributes 40 percent of the first 6 percent of the non-union
participant's compensation deferral for participants with less than
five years of service. In addition, the Company may elect to make
additional discretionary contributions. Prior to July 1, 1994, the
Company contributed 25 percent of the first 6 percent of the non-union
participant's compensation deferral.
C. PARTICIPANT ACCOUNTS: Each participant's account is credited
with the participant's contribution and the Company's matching
contribution and an allocation of Plan earnings, forfeitures and
discretionary contributions. Allocations of Plan earnings are based
upon account balances. Discretionary contributions and forfeitures
are allocated among participants based on participant compensation for
the year.
D. VESTING: Participants have a non-forfeitable vested right in
their voluntary contributions and the Company's matching
contributions. If a participant is not 100% vested at the time of
distribution, the nonvested portion of their account is forfeited and
allocated among the remaining Plan participants. Additional
discretionary Company contributions are vested as follows:
<TABLE>
<CAPTION>
Years of Service Vesting Percentage
---------------- ------------------
<S> <C>
1 0%
2 25%
3 50%
4 75%
5 100%
</TABLE>
4
<PAGE> 8
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. DESCRIPTION OF THE PLAN, CONTINUED:
E. INVESTMENT OPTIONS: Plan participants may direct their contributions to
any of six investment options.
Equity Fund - Funds are invested in common stocks.
Balanced Fund - Funds are invested in high quality stocks and securities
and government backed debt instruments.
Fixed Interest Plus Fund - Funds are invested in a collective investment
fund which seeks to provide participants with an attractive rate of
interest and safety of principal by investing primarily in investment
contracts issued by: insurance companies, the federal government and
commercial banks.
New Perspective Fund - Funds are invested in a mutual fund that seeks
long term growth of capital through investments in stocks in the United
States and all over the world.
Investment Company of America - Funds are invested in a mutual fund which
seeks long term growth of capital and income, placing greater emphasis on
future growth than on current income. The fund invests in more than 150
of America's best known, established firms and several non-U.S.
companies.
Company Stock Fund - Funds are invested in Outlook Group Corp. stock.
Participants may borrow from their account balances subject to certain
Plan and IRS restrictions. Loans are accounted for in the loan fund.
F. PARTICIPANT LOANS: Participants may borrow from their vested
account balance a minimum of $1,000 up to a maximum equal to the
lesser of $50,000 or 50 percent of their vested account balance.
Terms generally range from 1-5 years. The loans are collateralized by
the balance in the participant's account and bear interest at the
prime rate plus 1 percent at the time the note is drafted. Principal
and interest is paid ratably through regular payroll deductions.
G. PAYMENT OF BENEFITS: On termination of service due to death,
disability or retirement, a participant may elect to receive either a
lump-sum amount equal to the value of the participant's vested
interest in his or her account, or installment payments over a period
not to exceed 10 years. The vested account balances of inactive
participants was approximately $438,800 and $227,500 at December 31,
1995 and 1994, respectively.
5
<PAGE> 9
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements of the Plan have been prepared in accordance with
generally accepted accounting principles. The following is a summary of
the Plan's significant accounting policies:
A. INVESTMENTS: Investments of the Plan are based upon quoted
market prices, except for its investments in the Fixed Interest Plus
Fund which are stated at contract value (Note 2c). Participant loans
are valued at the remaining unpaid principal amount of the notes,
which approximates fair value.
B. ESTIMATES: The Plan prepares its financial statements in
conformity with generally accepted accounting principles, which
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
C. INVESTMENT IN FIXED INTEREST PLUS FUND: The Fixed Interest Plus
Fund consists primarily of investments in insurance company investment
contracts. These contracts are included in the assets of the Fixed
Interest Plus Fund at contract value, which approximates fair value,
as reported to the Plan by the trustee. Contract value represents
contributions made under the contract, plus earnings, less Plan
withdrawals and administrative expenses.
The average yield and the crediting interest rate for the Fixed
Interest Plus Fund was 7.0% for the year ended December 31, 1995.
D. CONTRIBUTIONS: Contributions from employees are recorded in the
period the Company makes payroll deductions from the Plan
participants.
E. PAYMENTS OF BENEFITS: Benefits are recorded when paid.
F. ADMINISTRATIVE EXPENSES: In 1995 and 1994, the investment
expenses of the Equity, Balanced, Fixed Interest Plus Fund, New
Perspective, and Investment Company of America Funds were paid out of
the earnings of those funds. All other administrative expenses of the
Funds were paid by the Company in 1995 and 1994.
6
<PAGE> 10
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENTS:
The following tables summarize the activity by investment category for the
years ended December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995
-------------------------------------------------------------------------------------------------
Investment
Company
Fixed New of Company Participant
Equity Balanced Interest Plus Perspective America Stock Loans Total
--------- --------- ------------- ----------- ---------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Contributions from employer $ 54,464 $ 41,692 $ 79,487 $ 18,442 $ 29,709 $ 67,457 $ - $ 291,251
Contributions from employees 194,448 174,369 266,513 66,133 104,429 182,615 - 988,507
Interest and dividend income 18,752 35,805 58,887 6,453 9,217 676 2,136 131,926
Net appreciation (depreciation)
in fair value of investments 251,217 137,439 15,018 7,957 60,728 (406,191) - 66,168
Net transfers between funds (723,828) (741,987) 405,298 404,505 695,297 (45,174) 5,889 -
--------- --------- ----------- --------- --------- -------- -------- -----------
Total additions (204,947) (352,682) 825,203 503,490 899,380 (200,617) 8,025 1,477,852
Deductions from net assets
attributed to:
Benefits paid to participants 65,770 82,422 77,085 - - 59,998 - 285,275
Investment expenses 12,889 16,378 - - - - - 29,267
--------- --------- ----------- --------- --------- --------- -------- -----------
Total deductions 78,659 98,800 77,085 - - 59,998 - 314,542
--------- --------- ----------- --------- --------- --------- -------- -----------
Increase (decrease) in net assets
available for plan benefits (283,606) (451,482) 748,118 503,490 899,380 (260,615) 8,025 1,163,310
Beginning of year 1,059,834 1,014,753 822,967 - - 747,580 35,695 3,680,829
---------- --------- ----------- --------- --------- --------- -------- -----------
End of year $ 776,228 $ 563,271 $ 1,571,085 $ 503,490 $ 899,380 $ 486,965 $ 43,720 $ 4,844,139
========== ========== =========== ========= ========= ========== ======== ===========
</TABLE>
7
<PAGE> 11
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENTS, CONTINUED:
<TABLE>
<CAPTION>
1994
---------------------------------------------------------------------------
Capital Company Participant
Equity Balanced Preservation Stock Loans Total
----------- ----------- ------------ --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Additions to net
assets attributed to:
Contributions from
employer $ 45,967 $ 55,993 $ 59,484 $ 38,968 $ - $ 200,412
Contributions from
employees 328,477 298,878 269,696 241,422 - 1,138,473
Interest and
dividend income 13,404 27,138 27,496 - 1,100 69,138
Net transfers
between funds (52,344) (12,989) (8,802) 68,861 5,274 -
----------- ----------- ------------ --------- ----------- -----------
Total additions 335,504 369,020 347,874 349,251 6,374 1,408,023
Deductions from net
assets attributed to:
Benefits paid to
participants 52,774 31,145 39,677 34,354 544 158,494
Investment expenses 14,179 12,026 - - - 26,205
Net depreciation
(appreciation) in
fair value of
investments 47,183 50,146 48,185 (16,590) - 128,924
----------- ----------- ------------ --------- ----------- -----------
Total deductions 114,136 93,317 87,862 17,764 544 313,623
----------- ----------- ------------ --------- ----------- -----------
Increase in net assets
available for plan
benefits 221,368 275,703 260,012 331,487 5,830 1,094,400
Beginning of year 838,466 739,050 562,955 416,093 29,865 2,586,429
----------- ----------- ------------ --------- ----------- -----------
End of year $ 1,059,834 $ 1,014,753 $ 822,967 $ 747,580 $ 35,695 $ 3,680,829
=========== =========== ============ ========= =========== ===========
</TABLE>
8
<PAGE> 12
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENTS, CONTINUED:
The following table presents the fair value of investments. Investments
that represent 5 percent or more of total plan assets are separately
identified.
<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
---------------------- ----------------------
Number of Number of
Shares/ Shares/
Par Value Fair Value Par Value Fair Value
--------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Common stock:
Outlook Group Corp. 73,564 $ 459,775 58,877 $ 677,085
Other common stock - 1,043,478 - 1,501,001
----------- -----------
1,503,253 2,178,086
Mutual funds:
Baird Adjustable Rate Fund - - 72,751 640,209
Investment Company of
America Fund 39,089 844,709 - -
New Perspective Fund 28,534 467,384 - -
----------- -----------
1,312,093 640,209
Investment contracts -
Fixed Interest Plus Fund - 1,516,984 - -
Government securities 80,000 80,966 411,000 218,171
Corporate bonds 75,000 74,123 75,000 68,227
Interest-bearing cash:
Alliance Government Reserves 98,497 98,485 385,301 385,301
Cash - 17,294 - 156
----------- -----------
115,779 385,457
Loans to Plan participants - 43,720 - 35,695
----------- -----------
$ 4,646,918 $ 3,525,845
=========== ===========
</TABLE>
The Plan's investments (including investments bought, sold and held during
the year) appreciated (depreciated) in value as follows:
<TABLE>
<CAPTION>
1995 1994
---------- -----------
<S> <C> <C>
Common stock $ (15,399) $ (105,453)
Mutual funds 68,685 -
Investment contracts 15,018 -
Government
securities (8,032) (16,698)
Corporate bonds 5,896 (6,773)
---------- -----------
$ 66,168 $ (128,924)
---------- -----------
</TABLE>
9
<PAGE> 13
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
4. TAX STATUS:
The Internal Revenue Service has determined and informed the Company by a
letter dated October 18, 1995, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code that
provide for tax-exempt status. There have not been any amendments to the
Plan subsequent to this determination which may affect the Plan's tax
status.
5. PLAN TERMINATION:
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100 percent vested in their
accounts.
10
<PAGE> 14
SUPPLEMENTARY INFORMATION
11
<PAGE> 15
REPORT OF INDEPENDENT ACCOUNTANTS ON SUPPLEMENTARY SCHEDULE
Board of Trustees
Outlook Group Corp.
401(k) Savings Plan
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole of Outlook Group Corp. 401(k) Savings Plan for the
year ended December 31, 1995. The supplementary schedule presented hereinafter
is presented for purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 and is not a required part of the basic financial
statements.
The schedule of assets held for investment purposes that accompanies the Plan's
financial statements does not disclose the historical cost of certain plan
assets held by the Plan custodian. Additionally, the Plan has not presented
the schedule of reportable transactions (transactions in excess of 5 percent of
the current value of plan assets at the beginning of the year) as this
information is unavailable at the time of this report. Disclosure of this
information is required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974.
The supplementary schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements for the year ended
December 31, 1995, and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Coopers & Lybrand L.L.P.
Milwaukee, Wisconsin
June 21, 1996
12
<PAGE> 16
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
<TABLE>
<CAPTION>
Column
Column A Column B Column C D Column E
Identity of Issue, Borrower, Current
Lessor or Similar Party Description of Investment Cost Value
- - -------- ---------------------------------- ------------------------------- ------ ---------
<S> <C> <C> <C> <C>
Alliance Government Reserves Interest-bearing cash $ $ 98,485
Cash Interest-bearing cash 17,294
Federal Nat'l Mtg. Assoc. Government Security - par value
$50,000, 8.71%, 6/11/01 50,609
United States Treasury U.S. Government Securities -
$10,000 Treasury Notes
4.375%, 8/15/96 9,947
United States Treasury U.S. Government Securities -
$10,000 Treasury Notes
6.125%, 5/15/98 10,200
United States Treasury U.S. Government Securities -
$5,000 Treasury Notes
6.25%, 1/31/97 5,055
United States Treasury U.S. Government Securities -
$5,000 Treasury Notes
6.375%, 1/15/99 5,155
Salomon Inc. MTN Series C Corporate bond, 5.61% due
8/15/98 74,123
American Investment Company
of America Fund Investment fund - 39,089 shares 844,709
American New Perspective Fund Investment fund - 28,534 shares 467,384
Principal Fixed Interest Plus Fund Fixed Interest Fund 1,516,984
Abbott Laboratories Common stock - 620 shares 25,808
ACX Technologies Inc. Common stock - 210 shares 3,176
Affiliated Community Bancorp Inc. Common stock - 50 shares 869
Airbourne Freight Corp. Common stock - 120 shares 3,195
Alcatel Alsthom Common stock - 410 shares 7,175
American Hope Products Corp. Common stock - 80 shares 7,760
Ameron Inc. Common stock - 50 shares 1,881
Angelica Corp. Common stock - 270 shares 5,535
Astoria Financial Corp. Common stock - 20 shares 913
Atlantic Richfield Company Common stock - 60 shares 6,645
Atlantic Telecommunications
Network Inc. Common stock - 360 shares 3,893
J. Baker Inc. Common stock - 340 shares 1,955
Bally Entertainment Corp. Common stock - 710 shares 9,940
Banco Bilbai Vizcaya SA Common stock - 90 shares 3,218
</TABLE>
13
<PAGE> 17
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, CONTINUED
December 31, 1995
<TABLE>
<CAPTION>
Column
Column A Column B Column C D Column E
Identity of Issue, Borrower, Current
Lessor or Similar Party Description of Investment Cost Value
- - -------- ------------------------------ ------------------------- ------ --------
<S> <C> <C> <C> <C>
BBC Brown Boveri Ltd. Common stock - 50 shares $ $ 5,823
Belden Inc. Common stock - 895 shares 23,046
Blount Inc. Common stock - 312 shares 8,190
Briggs & Stratton Corp. Common stock - 60 shares 2,602
Bristol Myers Squibb Company Common stock - 85 shares 7,299
British Telecommunications PLC Common stock - 95 shares 5,368
Brooklyn Bancorp Inc. Common stock - 35 shares 1,426
California Federal Savings Common stock - 90 shares 1,418
Calmat Company Common stock - 375 shares 6,844
Carter Wallace Inc. Common stock - 205 shares 2,332
Casino Data Systems Common stock - 355 shares 8,875
Cato Corp. Common stock - 415 shares 3,216
Cenfed Financial Corp. Common stock - 60 shares 1,440
Central Maine Power Company Common stock - 160 shares 2,300
Clorox Company Common stock - 35 shares 2,507
Coast Savings Financial Inc. Common stock - 50 shares 1,731
Colgate Palmolive Company Common stock - 340 shares 23,885
Compass Bancshares Inc. Common stock - 75 shares 2,475
Cooper Industries Inc. Common stock - 190 shares 6,983
Bard CR Inc. Common stock - 230 shares 7,418
Cray Research Inc. Common stock - 105 shares 2,586
Cummins Engine Company Inc. Common stock - 220 shares 8,140
Daimler Benz Common stock - 130 shares 6,614
Deluxe Corp. Common stock - 215 shares 6,235
Den Danske Bank AF 1871
Aktieselskab Common stock - 40 shares 2,764
Department 56 Inc. Common stock - 140 shares 5,373
Digital Equipment Corp. Common stock - 175 shares 11,222
Elan Corp. PLC Common stock - 540 shares 26,257
ELF Aquitaine Common stock - 130 shares 4,778
Empressa Nacional De
Electricidad Common stock - 100 shares 5,725
</TABLE>
14
<PAGE> 18
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, CONTINUED
December 31, 1995
<TABLE>
<CAPTION>
Column
Column A Column B Column C D Column E
Identity of Issue, Borrower, Current
Lessor or Similar Party Description of Investment Cost Value
- - -------- -------------------------------- ------------------------- ------ --------
<S> <C> <C> <C> <C>
Ethyl Corp. Common stock - 610 shares $ $ 7,549
EVN Energie Versorgung AG Common stock - 50 shares 1,375
Exar Corp. Common stock - 270 shares 3,983
First Bell Bancorp. Common stock - 170 shares 2,274
First Commerce Corp. Common stock - 80 shares 2,560
Freeport McMoran Inc. Common stock - 109 shares 4,033
Fuji Photo Film Company Ltd. Common stock - 40 shares 2,325
General Motors Corp. CI E Common stock - 495 shares 25,740
General Motors Corp. CI H Common stock - 175 shares 8,597
Giant Industries Inc. Common stock - 315 shares 3,859
Grand Metropolitan PLC Common stock - 110 shares 3,163
Great Lakes Chemical Common stock - 335 shares 24,120
Greenpoint Finl Corp. Common stock - 40 shares 1,070
Guaranty National Corp. Common stock - 150 shares 2,306
Haggar Corp Common stock - 80 shares 1,440
Hanson TR PLC Common stock - 500 shares 7,625
Health Management Association Common stock - 825 shares 21,553
Hillebrand Industries Inc. Common stock - 80 shares 2,710
Hitachi LTD Common stock - 70 shares 7,035
H&R Block, Inc. Common stock - 185 shares 7,493
IBS Financial Corp. Common stock - 90 shares 1,350
Imperial Credit Industries, Inc. Common stock - 337 shares 7,330
Imperial Oil Ltd. Common stock - 195 shares 7,044
International Technology Corp. Common stock - 810 shares 2,228
Istituto Mobiliare Italiano Common stock - 290 shares 5,474
Jardine Matheson Holdings Ltd. Common stock - 100 shares 685
Jardine Strategic Holdings Ltd. Common stock - 270 shares 1,652
Jean Phillipe Fragrances, Inc. Common stock - 375 shares 3,047
John H. Harland Company Common stock - 305 shares 6,367
Johnson Controls, Inc. Common stock - 100 shares 6,875
KCS Energy, Inc. Common stock - 400 shares 6,000
Kimberly Clark Corp. Common stock - 340 shares 28,135
</TABLE>
15
<PAGE> 19
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, CONTINUED
December 31, 1995
<TABLE>
<CAPTION>
Column
Column A Column B Column C D Column E
Identity of Issue, Borrower, Current
Lessor or Similar Party Description of Investment Cost Value
- - -------- -------------------------------- ---------------------------- ------ --------
<S> <C> <C> <C> <C>
Knight Rider Inc. Common stock - 105 shares $ $ 6,563
Kohls, Corp. Common stock - 510 shares 26,775
Liberty Bancorp, Inc. Common stock - 60 shares 2,235
Lincoln National Corp Common stock - 20 shares 1,075
Loews Corp. Common stock - 60 shares 4,703
Lukens, Inc. Common stock - 230 shares 6,613
Mattel, Inc. Common stock - 937 shares 28,813
Matthews International Corp. Common stock - 35 shares 683
Mercer International Inc. Common stock - 240 shares 4,920
Microsoft Corp. Common stock - 75 shares 6,581
Midland Bank PLC Common stock - 60 shares 1,590
Moore Corp. Ltd Common stock - 325 shares 6,094
JP Morgan & Company Inc. Common stock - 10 shares 803
Motorola Inc. Common stock - 395 shares 22,515
Mueller Industries Inc. Common stock - 130 shares 3,803
National Service Industries Inc. Common stock - 235 shares 7,608
National Westminister Bank PLC Common stock - 170 shares 4,378
NCH Corp. Common stock - 105 shares 6,064
Nestle SA Common stock - 90 shares 4,986
New England Business Services Common stock - 120 shares 2,640
Newell Company Common stock - 905 shares 23,417
North Side Savings Bank Common stock - 46 shares 1,403
* Outlook Group Corp. Common stock - 73,564 shares 459,775
Petrie Stores, Inc. Common stock - 315 shares 866
Pfizer Inc. Common stock - 320 shares 20,160
Phelps Dodge Corp. Common stock - 95 shares 5,914
PHH Corporation Common stock - 105 shares 4,909
Premark International Inc. Common stock - 475 shares 24,047
Proctor & Gamble Company Common stock - 295 shares 24,485
Reebok International Common stock - 60 shares 1,695
Repsol SA Common stock - 150 shares 4,931
Rexene Corp. Common stock - 320 shares 3,440
</TABLE>
16
<PAGE> 20
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, CONTINUED
December 31, 1995
<TABLE>
<CAPTION>
Column
Column A Column B Column C D Column E
Identity of Issue, Borrower, Current
Lessor or Similar Party Description of Investment Cost Value
- - -------- ------------------------------ -------------------------- ------ --------
<S> <C> <C> <C> <C>
Roadway Services Inc. Common stock - 45 shares $ $ 2,199
Roosevelt Financial Group Inc. Common stock - 170 shares 3,294
Safeco Corp. Common stock - 40 shares 1,380
Scitex Ltd. Common stock - 90 shares 1,226
Siemens AG Common stock - 50 shares 5,499
Singer Company Common stock - 960 shares 26,760
Sofamor/Danek Group Inc. Common stock - 285 shares 8,087
Sports & RecreationInc. Common stock - 440 shares 3,135
St. Francis Capital Corp. Common stock - 40 shares 930
St. Jude Medical Inc. Common stock - 735 shares 31,592
Stanley Works Common stock - 170 shares 8,755
State Street Boston Corp. Common stock - 570 shares 25,650
Stet Societa Finanziaria
Telefonica Common stock - 270 shares 7,526
Stewart & Stevenson Services
Inc. Common stock - 75 shares 1,894
Strattec Securities Corp. Common stock - 36 shares 639
Stride-Rite Corp. Common stock - 550 shares 4,056
Student Loan Marketing
Association Common stock - 20 shares 1,320
Sturm Ruger & Company Inc. Common stock - 75 shares 2,053
Sun Company Inc. Common stock - 157 shares 4,298
Tandy Corp. Common stock - 40 shares 1,660
Tecumseh Prods Company CI A Common stock - 50 shares 2,588
Tecumseh Prods Company CI B Common stock - 135 shares 7,054
Tele Danmark A/S Common stock - 290 shares 8,011
Telecomunicacoes Brasileiras Common stock - 60 shares 2,843
Telefonica De Espana SA Common stock - 170 shares 7,119
Telefonos De Mexico Common stock - 220 shares 7,013
Texas IndustriesInc. Common stock - 55 shares 2,915
Thomson CSF Common stock - 325 shares 7,394
Toys R Us Common stock - 286 shares 6,221
TR Financial Corp. Common stock - 90 shares 2,295
</TABLE>
17
<PAGE> 21
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, CONTINUED
December 31, 1995
<TABLE>
<CAPTION>
Column
Column A Column B Column C D Column E
Identity of Issue,
Borrower, Lessor or Current
Similar Party Description of Investment Cost Value
- - -------- --------------------- ------------------------- ------ -----------
<S> <C> <C> <C> <C>
Unilever NV Common stock - 20 shares $ $ 2,815
Unum Corp. Common stock - 120 shares 6,600
US Healthcare Inc. Common stock - 210 shares 9,765
Walgreen Company Common stock - 810 shares 24,199
Walt Disney Company Common stock - 400 shares 23,550
Webb Corp. Common stock - 145 shares 2,918
Woolworth Corp. Common stock - 140 shares 1,820
YPF Sociedad Anonima Common stock - 250 shares 5,406
Zurn Industries, Inc. Common stock - 115 shares 2,458
Participant loans 6.05% - 9.35% 43,720
-----------
$ 4,646,918
===========
</TABLE>
* Party-in-interest transactions, which are exempt from prohibited
transaction rules under Section 408(b) of ERISA
See Report of Independent Accountants.
18
<PAGE> 22
CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our report dated June 21, 1996 on our audit of the accompanying
financial statements and supplementary schedule of the Outlook Group Corp.
401(k) Savings Plan (the "Plan") for the Plan's fiscal year ended December 31,
1995, included in the Plan's annual report on Form 11-K for the Plan's fiscal
year ended December 31, 1995. We hereby consent to the incorporation by
reference of our reports in the Registration Statement of the Company on Form
S-8 (File No. 33-44491, effective December 11, 1991).
/s/ Coopers and Lybrand L.L.P.
Milwaukee, Wisconsin
June 28, 1996
19
<PAGE> 23
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
OUTLOOK GROUP CORP.
401(K) SAVINGS PLAN
Date: June 28, 1996 /s/ James W. Buhl
-----------------------------
James W. Buhl,
401(k) Savings Plan Committee Member
and Trustee
