SECURITIES AND EXCHANGE COMMISSION
Washington, DC 25049
FORM 12b-25
Notification of Late Filing
Commission File Number 0-18815
(Check one)
[X] Form 10-K [_] Form 20-F [_] Form 11-K [_] Form 10-Q
[_] Form N-SAR
For period ended May 31, 1997
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the transition period ended
Read Attached Instruction Sheet Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the item(s) to which the notification
relates: _______________________________________________________
________________________________________________________________
PART I
REGISTRANT INFORMATION
Full Name of Registrant Outlook Group Corp.
Former Name if Applicable ______________________________________
Address of principal executive office (Street and Number) 1180
American Drive
City, State and Zip Code Neenah, WI 54956
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate.)
[X] (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without unreasonable
effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K or Form N-
SAR, or portion thereof will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[_] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K,
20-F, 11-K, 10-Q, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period. (Attach
Extra Sheets if Needed)
On August 29, 1997, Outlook Group Corp. ("OGC")
announced that it had executed a letter of intent
providing for the proposed acquisition of OGC, and an
additional letter of intent providing for the proposed
sale of OGC's food processing operations. The
negotiations and other preparations in anticipation of
these announcements and the related transactions
consumed a significant amount of management's time and
attention over recent periods. In addition, one of
OGC's key accounting employees resigned in early August
to accept another position, leaving OGC's accounting
staff unexpectedly short-handed. These, and other
factors, caused delays in obtaining and processing
underlying information necessary for the finalization
of the Report on Form 10-K for the year ended May 31,
1997, as well as the need to change certain disclosures
to reflect these developments. Consequent difficulties
in finalization of the Report cause OGC to be unable to
timely complete and file the Report on Form 10-K.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification.
Thomas Aschenbrenner (920) 722-2333
_________________________________________________________________
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [_] No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
[X] Yes [_] No
If so: attached an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot be
made.
OGC has announced net sales, loss from continuing
operations and net loss of $72,054,000, $552,000 and
$1,470,000, respectively, for the year ended May 31, 1997 as
compared to $79,305,000, $5,963,000 and $5,558,000,
respectively, which OGC reported for the year ended May 31,
1996.
OUTLOOK GROUP CORP.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Date August 29, 1997 By /s/ David L. Erdmann
Name David L. Erdmann
Title Chairman and Chief Executive
Officer
