<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 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, 1996
------------------------------------------------------
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.
401(k) SAVINGS PLAN
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants 3
Financial Statements
Statements of Net Assets Available for Plan Benefits,
December 31, 1996 and 1995 4
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1996 5
Notes to Financial Statements 6-11
Supplemental Information
Item 27(a) - Schedule of Assets Held for Investment Purposes 13
Item 27(d) - Schedule of Reportable Transactions 14
Consent of Independent Accountants Exhibit A
</TABLE>
<PAGE> 3
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, 1996 and 1995, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 1996. 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 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, 1996 and 1995, and the changes in net assets available for
plan benefits for the year ended December 31 1996, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements of Outlook Group Corp. 401(k) Plan taken as a whole. The
supplemental schedules of assets held for investment purposes and reportable
transactions are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are 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 20, 1997
<PAGE> 4
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1996 and 1995
<TABLE>
<CAPTION>
ASSETS 1996 1995
-------------- --------------
<S> <C> <C>
Investments:
Common stock $ 423,229 $ 1,503,253
Mutual funds 3,333,025 1,312,093
Investment contracts 1,315,660 1,516,984
Government securities - 80,966
Corporate bonds - 74,123
Interest-bearing cash 63,978 115,779
Loans to plan participants 59,840 43,720
------------ -------------
5,195,732 4,646,918
Employer contribution receivable 132,236 137,058
Employee contributions receivable - 30,761
Other receivables 80,851 29,402
------------ -------------
Net assets available for plan benefits $ 5,408,819 $ 4,844,139
============ =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1996
<TABLE>
<S> <C>
Additions to net assets attributed to:
Contributions from employer $ 275,078
Contributions from employees 998,665
Interest and dividend income 149,043
Net appreciation in fair value of investments 343,816
------------
Total additions 1,766,602
Deductions from net assets attributed to:
Benefits paid to participants 1,193,214
Investment expenses 8,708
------------
Total deductions 1,201,922
------------
Increase in net assets available for plan benefits 564,680
Net assets available for plan benefits:
Beginning of year 4,844,139
------------
End of year $ 5,408,819
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
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, up to a maximum of $9,500 (adjusted annually). Participants may
also contribute amounts representing distributions from other
qualified defined benefit or contribution plans. The Company contributes
50 percent of the first 6 percent of the non-union participant's and
Teamsters 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.
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:
Years of Service Vesting Percentage
1 0%
2 25%
3 50%
4 75%
5 100%
<PAGE> 7
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 a mutual fund that seeks to
produce income and to provide an opportunity for growth of principal
through a portfolio of equity securities that meet the fund's
strict eligibility standards.
Balanced Fund: Funds are invested in a mutual fund that seeks
conservation and long-term growth of capital through a broadly
diversified portfolio of common stocks, preferred stocks, corporate
bonds and U.S. Government securities. The fund will maintain at least
25% of total assets in investment grade securities.
Fixed Interest Plus Fund: Funds are invested in The General Account of
The Principal Mutual Life Insurance Company which guarantees
participants a rate of return determined yearly. This fund invests
primarily in private placement loans and commercial and residential
mortgages.
New Perspective Fund: Funds are invested in a mutual fund with a
primary investment objective of long-term growth of capital with a
secondary objective of future income. The fund's assets are invested on
a global basis to take advantage of investment opportunities generated
by changes in international trade patterns and economic and political
relationships.
Investment Company of America: Funds are invested in a mutual fund
which seeks long-term growth of capital and income. The fund primarily
invests in common stocks, however, assets may also be held in securities
convertible into common stock, straight debt securities, cash or cash
equivalents, U.S. Government securities or non-convertible preferred
stock.
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 $1,120,873 and $438,800 at December 31, 1996 and 1995,
respectively.
5
<PAGE> 8
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 interest rate for the Fixed Interest Plus Fund is redetermined
annually based on the provisions of the investment contract. The
crediting interest rate was 6.75% and 7.0% at December 31, 1996
and 1995, respectively. The average yield was 6.75% for the year ended
December 31, 1996.
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 1996 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.
6
<PAGE> 9
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
YEAR ENDED DECEMBER 31, 1996:
<TABLE>
<CAPTION>
FIXED INVESTMENT
INTEREST NEW COMPANY OF COMPANY
EQUITY BALANCED PLUS PERSPECTIVE AMERICA STOCK
--------- ---------- ---------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
CONTRIBUTIONS FROM EMPLOYER $ 32,492 $ 24,042 $ 80,331 $ 48,437 $ 68,136 $ 21,640
CONTRIBUTIONS FROM EMPLOYEES 138,664 75,688 260,073 164,901 228,110 131,229
INTEREST AND DIVIDEND INCOME 16,031 17,091 83,414 13,290 11,377 296
NET APPRECIATION (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 168,552 68,652 - 108,292 143,206 (144,886)
NET TRANSFERS BETWEEN FUNDS (98,146) 725 (295,884) 140,662 194,972 48,845
----------- ----------- ----------- ----------- ----------- -----------
TOTAL ADDITIONS 257,593 186,198 127,934 475,582 645,801 57,124
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
BENEFITS PAID TO PARTICIPANTS 181,115 117,372 324,412 131,184 334,788 104,343
INVESTMENT EXPENSES 1,681 1,263 744 1,581 2,432 1,007
----------- ----------- ----------- ----------- ----------- -----------
TOTAL DEDUCTIONS 182,796 118,635 325,156 132,765 337,220 105,350
----------- ----------- ----------- ----------- ----------- -----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 74,797 67,563 (197,222) 342,817 308,581 (48,226)
BEGINNING OF YEAR 776,228 563,271 1,571,085 503,490 899,380 486,965
----------- ----------- ----------- ----------- ----------- -----------
END OF YEAR $ 851,025 $ 630,834 $ 1,373,863 $ 846,307 $ 1,207,961 $ 438,739
=========== =========== =========== =========== =========== ===========
<CAPTION>
PARTICIPANT
LOANS TOTAL
-------------- -------------
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
CONTRIBUTIONS FROM EMPLOYER $ - $ 275,078
CONTRIBUTIONS FROM EMPLOYEES - 998,665
INTEREST AND DIVIDEND INCOME 7,544 149,043
NET APPRECIATION (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS - 343,816
NET TRANSFERS BETWEEN FUNDS 8,826 -
----------- -------------
TOTAL ADDITIONS 16,370 1,766,602
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
BENEFITS PAID TO PARTICIPANTS - 1,193,214
INVESTMENT EXPENSES - 8,708
----------- -------------
TOTAL DEDUCTIONS - 1,201,922
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS 16,370 564,680
BEGINNING OF YEAR 43,720 4,844,139
----------- -------------
END OF YEAR $ 60,090 $ 5,408,819
=========== =============
</TABLE>
7
<PAGE> 10
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENTS, CONTINUED:
THE FOLLOWING TABLE PRESENTS THE FAIR VALUE OF INVESTMENTS AS OF DECEMBER
31, 1996 AND 1995. INVESTMENTS THAT REPRESENT 5 PERCENT OR MORE OF TOTAL
PLAN ASSETS ARE SEPARATELY IDENTIFIED.
<TABLE>
<CAPTION>
DECEMBER 31, 1996 DECEMBER 31, 1995
-------------------------------- -------------------------------------
NUMBER NUMBER
OF SHARES/ FAIR OF SHARES/ FAIR
PAR VALUE VALUE PAR VALUE VALUE
----------- --------- ---------- -----
<S> <C> <C> <C> <C>
COMMON STOCK:
OUTLOOK GROUP CORP. 89,098 $ 423,229 73,564 $ 459,775
OTHER COMMON STOCK - - - 1,043,478
------------ -------------
423,229 1,503,253
MUTUAL FUNDS:
AMERICAN BALANCED INCOME FUND 41,494 603,938 - -
AMERICAN INVESTMENT COMPANY OF
AMERICA FUND 46,757 1,132,955 39,089 844,709
AMERICAN NEW PERSPECTIVE FUND 42,771 777,174 28,534 467,384
AMERICAN WASHINGTON FUND 33,346 818,958 - -
------------ -------------
3,333,025 1,312,093
INVESTMENT CONTRACT:
PRINCIPAL FINANCIAL GROUP FIXED
INTEREST PLUS FUND 1,327,984 1,315,660 1,559,213 1,516,984
GOVERNMENT SECURITIES - - 80,000 80,966
CORPORATE BONDS - - 75,000 74,123
INTEREST-BEARING CASH:
ALLIANCE GOVERNMENT RESERVES - - 98,497 98,485
CASH - 63,978 - 17,294
------------ -------------
63,978 115,779
LOANS TO PLAN PARTICIPANTS - 59,840 - 43,720
------------ -------------
$ 5,195,732 $ 4,646,918
============ =============
</TABLE>
8
<PAGE> 11
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENTS, CONTINUED:
The Plan's investments (including investments bought, sold and held during
the year) appreciated (depreciated) in value for the year ended December 31,
1996 as follows:
<TABLE>
<CAPTION>
1996
----------
<S> <C>
Common stock $ (145,624)
Mutual funds 422,046
-----------
$ 276,422
===========
</TABLE>
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.
9
<PAGE> 12
SUPPLEMENTARY INFORMATION
<PAGE> 13
OUTLOOK GROUP CORP. 401(K) SAVINGS PLAN
FORM 5500, ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1996
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
- ---------- -------------------------------- ----------------------------- ------------ -----------
<S> <C> <C> <C>
GOLDMAN SACHS FINANCIAL INTEREST-BEARING CASH
TREASURY OBLIGATION FUND $ 63,978 $ 63,978
AMERICAN BALANCED INCOME FUND MUTUAL FUND
(41,494 SHARES) 583,590 603,938
AMERICAN INVESTMENT COMPANY MUTUAL FUND
OF AMERICA FUND (46,757 SHARES) 1,048,210 1,132,955
AMERICAN NEW PERSPECTIVE FUND MUTUAL FUND
(42,771 SHARES) 724,740 777,174
AMERICAN WASHINGTON FUND MUTUAL FUND
(33,346 SHARES) 748,624 818,958
PRINCIPAL FINANCIAL GROUP FIXED GROUP ANNUITY CONTRACT
INTEREST PLUS FUND (1,327,984 SHARES) 1,315,660 1,315,660
*OUTLOOK GROUP CORPORATE COMMON STOCK
STOCK FUND (89,098 SHARES) 93,781 423,229
PARTICIPANT LOANS VARIOUS PARTICIPANTS AND
MATURITIES - INTEREST RATES FROM
6.35% TO 9.5% 59,840
-----------
$ 5,195,732
===========
</TABLE>
* PARTY-IN-INTEREST TRANSACTIONS, WHICH ARE EXEMPT FROM PROHIBITED TRANSACTION
RULES UNDER SECTION 408(B) OF ERISA
SEE REPORT OF INDEPENDENT ACCOUNTANTS.
11
<PAGE> 14
OUTLOOK GROUP CORP. 401(K) SAVINGS PLAN
FORM 5500, ITEM 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1996
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN G COLUMN I
- ----------------------- -------------------- ----------------- -------------------- ------------- -------------
IDENTITY OF PURCHASE SELLING COST OF NET GAIN OR
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET (LOSS)
- ----------------------- -------------------- ----------------- -------------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
ASSOCIATED BANK CASH
INVESTMENT FUND INTEREST-BEARING CASH $ 1,659,448 (14) $ 1,659,448 (13) $ 1,659,448 $ -
GOLDMAN SACHS FINANCIAL
TREASURY OBLIGATION
FUND INTEREST-BEARING CASH 2,006,862 (325) 1,943,334 (211) 1,943,334 -
AMERICAN BALANCED INCOME
FUND MUTUAL FUND 692,731 (20) 111,299 (16) 109,141 2,158
AMERICAN INVESTMENT
COMPANY OF AMERICA
FUND MUTUAL FUND 405,777 (22) 310,813 (13) 305,387 5,426
AMERICAN NEW PERSPECTIVE
FUND MUTUAL FUND 300,182 (20) 114,231 (12) 113,112 1,119
AMERICAN WASHINGTON
FUND MUTUAL FUND 1,022,309 (22) 284,480 (17) 273,685 10,795
PRINCIPAL FINANCIAL
GROUP FIXED INTEREST PLUS GROUP ANNUITY 320,103 (28) 551,325 (15) 550,218 1,107
FUND CONTRACT
OUTLOOK GROUP CORPORATE
STOCK FUND COMMON STOCK 103,436 (17) 55,434 (10) 9,095 46,339
</TABLE>
(A) THE NUMBERS DISCLOSED IN PARENTHESES ARE THE NUMBER OF TRANSACTIONS IN A
SERIES OF TRANSACTIONS. A SINGLE TRANSACTION IS REPORTED AS A PART OF
A SERIES OF TRANSACTIONS, WHENEVER POSSIBLE.
(B) COLUMN E, LEASE RENTAL, IS OMITTED AS IT IS NOT APPLICABLE.
(C) COLUMN F, EXPENSE INCURRED WITH TRANSACTION, IS OMITTED, AS THE PRICE
REPORTED NET OF COMMISSION OR EXPENSE, IF ANY.
(D) COLUMN H, CURRENT VALUE OF ASSET ON TRANSACTION DATE, IS OMITTED, AS
THERE ARE NO DEVIATIONS OF PURCHASE PRICE AND SELLING PRICE FROM THE
CURRENT VALUE AT THE TRANSACTION DATE.
SEE REPORT OF INDEPENDENT ACCOUNTANTS.
12
<PAGE> 15
EXHIBIT A
[Coopers & Lybrand L.L.P. letterhead]
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statement of
Outlook Group Corp. on Form S-8 (File No. 33-44491) of our report dated June
20, 1997, on our audits of the financial statements of the Outlook Group Corp.
401(k) Savings Plan as of December 31, 1996 and 1995, and for the year ended
December 31, 1996, which report is incorporated by reference in the Annual
Report on Form 11-K.
/s/ Coopers & Lybrand, L.L.P.
Milwaukee, Wisconsin
June 24, 1997
<PAGE> 16
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 25, 1997 /s/ James W. Buhl
-------------------------------------
James W. Buhl,
401(k) Savings Plan Committee Member
and Trustee
