<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, 1997
------------------------------------------------------
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 000-18815 [Outlook Group Corp.]
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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
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OUTLOOK GROUP CORP.
401(k) SAVINGS PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1997 AND 1996 AND
FOR THE YEAR ENDED DECEMBER 31, 1997
<PAGE> 3
OUTLOOK GROUP CORP.
401(k) SAVINGS PLAN
INDEX
Page
----
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits,
December 31, 1997 and 1996 3
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1997 4
Notes to Financial Statements 5-10
Supplemental Information:
Item 27(a) - Schedule of Assets Held for Investment Purposes,
December 31, 1997 11
Item 27(d) - Schedule of Reportable Transactions
for the year ended December 31, 1997 12
<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, 1997 and 1996, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for plan
benefits for the year ended December 31, 1997, 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, as listed in the accompanying index, 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.
Milwaukee, Wisconsin
June 19, 1998
2
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OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1997 and 1996
<TABLE>
<CAPTION>
ASSETS 1997 1996
---------- ------------
<S> <C> <C>
Investments:
Interest-bearing cash $ 29,872 $ 63,978
Outlook Group Corp. Common Stock
(72,989 and 89,098 shares, respectively) 529,467 423,229
American Balanced Income Fund
(41,200 and 41,494 shares, respectively) 646,013 603,938
American Investment Company of America Fund
(51,520 and 46,757 shares, respectively) 1,455,428 1,132,955
American Washington Fund
(39,266 and 33,346 shares, respectively) 1,191,717 818,958
American New Perspective Fund
(49,584 and 42,771 shares, respectively) 960,437 777,174
Principal Financial Group Fixed Interest Plus Fund
(1,186,875 and 1,327,984 shares, respectively) 1,187,696 1,315,660
Loans to plan participants 35,740 59,840
---------- ----------
6,036,370 5,195,732
Employer contribution receivable 130,431 132,236
Employee contributions receivable 16,311 --
Income receivable 245,129 80,851
---------- ----------
Net assets available for plan benefits $6,428,241 $5,408,819
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1997
Additions to net assets attributed to:
Contributions from employer $ 257,470
Contributions from employees 794,729
Interest and dividend income 141,306
Net appreciation in fair value of investments 910,509
----------
Total additions 2,104,014
Deductions from net assets attributed to:
Benefits paid to participants 1,077,377
Investment expenses 7,215
----------
Total deductions 1,084,592
----------
Increase in net assets available for
plan benefits 1,019,422
Net assets available for plan benefits:
Beginning of year 5,408,819
----------
End of year $6,428,241
==========
The accompanying notes are an integral part of these financial statements.
4
<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, 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 a 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 a 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%
5
<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 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. common
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 amount 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 $1,244,664 and $1,120,873
at December 31, 1997 and 1996, respectively.
6
<PAGE> 9
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The following is a summary of the Plan's significant accounting
policies:
a. 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.
b. 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.
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 6.65% and 6.75% at December 31, 1997 and
1996, respectively. The average yield was 6.65% for the year ended
December 31, 1997.
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 1997 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.
7
<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 year
ended December 31, 1997:
<TABLE>
<CAPTION>
Fixed New
Equity Balanced Interest Plus Perspective
----------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions from employer $ 37,693 $ 26,968 $ 57,699 $ 50,518
Contributions from employees 123,221 78,944 172,075 159,639
Interest and dividend income 22,850 16,114 80,930 5,306
Net appreciation in fair
value of investments 252,314 83,271 -- 79,186
Transfers between funds 85,319 (31,752) (40,842) 14,786
----------- ----------- ----------- -----------
Total additions 521,397 173,545 269,862 309,435
Deductions from net assets attributed to:
Benefits paid to participants 155,142 92,098 405,225 98,722
Investment expenses 862 630 1,308 1,158
----------- ----------- ----------- -----------
Total deductions 156,004 92,728 406,533 99,880
----------- ----------- ----------- -----------
Increase (decrease) in net assets
available for plan benefits 365,393 80,817 (136,671) 209,555
Net assets available for plan benefits:
Beginning of year 851,025 630,834 1,373,863 846,307
----------- ----------- ----------- -----------
End of year $ 1,216,418 $ 711,651 $ 1,237,192 $ 1,055,862
=========== =========== =========== ===========
<CAPTION>
Investment
Company Of Company Participant
America Stock Loans Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions from employer $ 68,818 $ 15,774 $ -- $ 257,470
Contributions from employees 210,602 50,248 -- 794,729
Interest and dividend income 25,308 782 (9,984) 141,306
Net appreciation (depreciation) in fair
value of investments 340,754 154,984 -- 910,509
Transfers between funds (9,330) (3,815) (14,366) --
----------- ----------- ----------- -----------
Total additions 636,152 217,973 (24,350) 2,104,014
Deductions from net assets attributed to:
Benefits paid to participants 211,494 114,696 -- 1,077,377
Investment expenses 1,665 1,592 -- 7,215
----------- ----------- ----------- -----------
Total deductions 213,159 116,288 -- 1,084,592
----------- ----------- ----------- -----------
Increase (decrease) in net assets
available for plan benefits 422,993 101,685 (24,350) 1,019,422
Net assets available for plan benefits:
Beginning of year 1,207,961 438,739 60,090 5,408,819
----------- ----------- ----------- -----------
End of year $ 1,630,954 $ 540,424 $ 35,740 $ 6,428,241
=========== =========== =========== ===========
</TABLE>
<PAGE> 11
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.
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, 1997
<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> <C>
Goldman Sachs Financial Interest-bearing cash $ 29,872 $ 29,872
Treasury Obligation Fund
American Balanced Income Fund Mutual Fund
(41,200 shares) 618,874 646,013
American Investment Company Mutual Fund
of America Fund (51,520 shares) 1,287,052 1,455,428
American New Perspective Fund Mutual Fund
(49,584 shares) 921,974 960,437
American Washington Fund Mutual Fund
(39,266 shares) 991,496 1,191,717
Principal Financial Group Fixed Group Annuity Contract
Interest Plus Fund (1,186,875 shares) 1,187,696 1,187,696
* Outlook Group Corporate Common stock
Stock Fund (72,989 shares) 145,976 529,467
Participant Loans Various participants and
maturities - interest rates from
7.65% to 9.50% - 35,740
--------------
$ 6,036,370
==============
</TABLE>
* Party-in-interest transactions, which are exempt from prohibited
transaction rules under Section 408(b) of ERISA
See Report of Independent Accountants.
10
<PAGE> 14
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
FORM 5500, ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
<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>
Goldman Sachs Financial
Treasury Obligation Fund Interest-bearing cash $3,676,120 (598) $ 3,699,559 (491) $ 3,699,559 $ -
American Balanced Income
Fund Mutual Fund 398,454 (76) 396,763 (25) 373,683 23,080
American Investment
Company of America
Fund Mutual Fund 733,358 (78) 595,870 (25) 519,689 76,181
American New Perspective
Fund Mutual Fund 543,877 (76) 398,785 (26) 364,797 33,988
American Washington
Fund Mutual Fund 569,924 (76) 401,889 (25) 340,792 61,097
Principal Financial Group
Fixed Interest Plus Fund Group Annuity Contract 265,510 (60) 406,618 (16) 406,905 (287)
Outlook Group Corporate
Stock Fund Common stock 107,353 (43) 144,888 (22) 46,529 98,359
</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.
11
<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 19,
1998, on our audits of the financial statements of the Outlook Group Corp.
401(k) Savings Plan as of December 31, 1997 and 1996, and for the year ended
December 31, 1997, which report is incorporated by reference in the Annual
Report on Form 11-K.
/s/ Coopers & Lybrand, L.L.P.
Milwaukee, Wisconsin
June 29, 1998
<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 29, 1998 /s/ Jeffry H. Collier
-----------------------
Jeffry H. Collier ,
401(k) Savings Plan Committee Member
and Trustee
