<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, 1998
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.]
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
[PRICEWATERHOUSECOOPERS LOGO]
OUTLOOK GROUP CORP.
401(K) SAVINGS PLAN
FINANCIAL STATEMENTS AND REPORT
DECEMBER 31, 1998 AND 1997
<PAGE> 3
[PRICEWATERHOUSECOOPERS LOGO]
OUTLOOK GROUP CORP. 401(K) SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Page
Report of Independent Accountants 1
Statements of Net Assets Available for Benefits as of
December 31, 1998 and 1997 2
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the year ended December 31, 1998 3
Notes to Financial Statements 4-6
Schedules Required by the Department of Labor
Rules and Regulations:*
Form 5500, Item 27(a), Schedule of Assets Held for Investment Purposes
as of December 31, 1998 7
Form 5500, Item 27(d), Schedule of Reportable Transactions
for the year ended December 31, 1998 8
* Other schedules required by the Department of Labor have been omitted
because they are not applicable.
- --------------------------
Consent of Independent Accountants Exhibit A
<PAGE> 4
[PRICEWATERHOUSECOOPERS LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
Outlook Group Corp. 401(k) Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Outlook Group Corp. 401(k) Savings Plan (the "Plan") as of December 31,
1998 and 1997 and the changes in net assets available for benefits for the year
ended December 31, 1998, in conformity with generally accepted accounting
principles. 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 these statements in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
the schedules of assets held for investment purposes and reportable transactions
is presented for purposes of additional analysis and is not a required part of
the basic financial statements but is additional information required by the
Employee Retirement Income Security Act of 1974. The fund information in the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the changes in net assets
available for benefits of each fund. The schedules and the fund information 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/ PRICEWATERHOUSECOOPERS LLP
Milwaukee, Wisconsin
April 2, 1999
<PAGE> 5
OUTLOOK GROUP CORP. 401(k)SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
-------------- ----------------
<S> <C> <C>
Investments:
At fair value:
Outlook Group Corp. Common Stock Fund $ 301,631 $ 529,467
American Balanced Income Fund 654,422 646,013
American Investment Company of America Fund 1,509,202 1,455,428
American Washington Fund 1,075,984 1,191,717
American New Perspective Fund 1,011,023 960,437
Participant loans 76,011 35,740
---------- ----------
4,628,273 4,818,802
---------- ----------
At contract value:
Principal Financial Group Fixed
Interest Plus Fund 962,382 1,187,696
---------- ----------
Total investments 5,590,655 6,006,498
---------- ----------
Receivables:
Employer's contribution receivable 99,073 130,431
Participants' contributions receivable 2,822 16,311
Other receivable 36,636 --
Interest income 89 245,129
---------- ----------
Total receivables 138,620 391,871
---------- ----------
Cash and cash equivalents 24,843 29,872
---------- ----------
Net assets available for benefits $5,754,118 $6,428,241
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 6
OUTLOOK GROUP CORP. 401(k)SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AMERICAN
OUTLOOK AMERICAN INVESTMENT AMERICAN
GROUP CORP. BALANCED CO. OF AMERICA WASHINGTON
COMMON STOCK INCOME FUND FUND FUND
---------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Additions to net assets attributed to:
Investment income
Net appreciation (depreciation) in fair value of investments $ (219,283) $ 44,307 $ 273,389 $ 170,005
Interest and dividends income 154 30,733 35,300 21,538
----------- ----------- ----------- -----------
(219,129) 75,040 308,689 191,543
----------- ----------- ----------- -----------
Contributions:
Participants' 32,594 68,370 166,398 123,465
Employer's 12,566 24,108 56,913 41,702
----------- ----------- ----------- -----------
45,160 92,478 223,311 165,167
----------- ----------- ----------- -----------
Total additions (173,969) 167,518 532,000 356,710
----------- ----------- ----------- -----------
Deductions
Deductions from net assets attributable to:
Benefits paid to participants 40,531 209,449 633,337 567,181
Administrative expenses 478 1,048 2,496 1,784
----------- ----------- ----------- -----------
Total deductions 41,009 210,497 635,833 568,965
----------- ----------- ----------- -----------
Net increase (decrease) prior to interfund transfers (214,978) (42,979) (103,833) (212,255)
Interfund transfers (4,782) (2,109) 19,475 91,652
----------- ----------- ----------- -----------
Net increase (decrease) (219,760) (45,088) (84,358) (120,603)
Net assets available for benefits:
Beginning of year 540,424 711,651 1,630,954 1,216,418
----------- ----------- ----------- -----------
End of year $ 320,664 $ 666,563 $ 1,546,596 $ 1,095,815
----------- ----------- ----------- -----------
<CAPTION>
PRINCIPAL
FINANCIAL
GROUP
AMERICAN NEW FIXED
PERSPECTIVE INTEREST PLUS PARTICIPANT
FUND FUND LOANS TOTAL
-----------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Additions to net assets attributed to:
Investment income
Net appreciation (depreciation) in fair value of investments $ 239,798 $ (340) $ -- $ 507,876
Interest and dividends income 22,091 79,376 2,409 191,601
----------- ----------- ----------- -----------
261,889 79,036 2,409 699,477
----------- ----------- ----------- -----------
Contributions:
Participants' 115,351 188,243 -- 694,421
Employer's 33,797 44,873 -- 213,959
----------- ----------- ----------- -----------
149,148 233,116 -- 908,380
----------- ----------- ----------- -----------
Total additions 411,037 312,152 2,409 1,607,857
----------- ----------- ----------- -----------
Deductions
Deductions from net assets attributable to:
Benefits paid to participants 322,150 500,151 -- 2,272,799
Administrative expenses 1,616 1,759 -- 9,181
----------- ----------- ----------- -----------
Total deductions 323,766 501,910 -- 2,281,980
----------- ----------- ----------- -----------
Net increase (decrease) prior to interfund transfers 87,271 (189,758) 2,409 (674,123)
Interfund transfers (79,973) (62,125) 37,862 --
----------- ----------- ----------- -----------
Net increase (decrease) 7,298 (251,883) 40,271 (674,123)
Net assets available for benefits:
Beginning of year 1,055,862 1,237,192 35,740 6,428,241
----------- ----------- ----------- -----------
End of year $ 1,063,160 $ 985,309 $ 76,011 $ 5,754,118
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 7
OUTLOOK GROUP CORP. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
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 document for a more complete description of
the Plan's provisions.
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").
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 $10,000 (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.
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 and
charged with an allocation of administrative expenses. Allocations of
plan earnings and administrative expenses are based upon account
balances. Discretionary contributions and forfeitures are allocated
among participants based on participant compensation for the year. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
VESTING
Participants are immediately vested in their contributions and the
Company's matching contributions plus actual earnings thereon. Vesting
in the Company's discretionary contribution plus actual earnings
thereon is based on years of continuous service. A participant is 100
percent vested after five years of credited service.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct contributions in
any of six investment options.
OUTLOOK GROUP CORP. COMMON STOCK FUND: Funds are invested in
Outlook Group Corp. common stock.
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<PAGE> 8
OUTLOOK GROUP CORP. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
AMERICAN BALANCED INCOME 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.
AMERICAN INVESTMENT COMPANY OF AMERICA FUND: 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.
AMERICAN WASHINGTON 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.
AMERICAN 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.
PRINCIPAL FINANCIAL GROUP 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.
Participants may change their investment options on a quarterly basis.
PARTICIPANT LOANS
Participants may borrow from their accounts 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. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the Loan Fund. Loan terms range
from 1-5 years or up to 10 years for the purchase of a primary
residence. The loans are secured 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. Interest rates range from 7.65 percent to 9.5
percent. Principal and interest is paid ratably through regular payroll
deductions.
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 $1,297,319
and $1,244,664 at December 31, 1998 and 1997, respectively.
-5-
<PAGE> 9
OUTLOOK GROUP CORP. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING METHOD
The accounts of the Plan are maintained on an accrual basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets,
liabilities, and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
INVESTMENT VALUATION
Investments, except for the Principal Financial Group Fixed Interest
Plus Fund, are stated at market value based on the quoted asset values
on the last business day of the plan year. The Principal Financial
Group Fixed Interest Plus Fund investments are valued at contract value
which approximates fair value, as reported to the Plan by the trustee.
Contract value represents contributions made under the contract, plus
interest at the contract rate, less participant withdrawals and
administrative expenses.
The interest rate for the Principal Financial Group Fixed Interest Plus
Fund is redetermined annually based on the provisions of the investment
contract. The crediting interest rate was 6.8% and 6.65% at December
31, 1998 and 1997, respectively. The average yield was 7.8% for the
year ended December 31, 1998.
INCOME RECOGNITION
Since a portion of the Plan's assets are reported at market value in
the financial statements, the statement of changes in net assets
available for benefits reflects both realized gains and losses and
unrealized appreciation and depreciation of plan assets. Dividend and
interest income are recognized when earned.
PAYMENTS OF BENEFITS
Benefits are recorded when paid.
ADMINISTRATIVE EXPENSES
Investment expenses are paid by the Plan. All other administrative
expenses are paid by the Company.
3. TAX STATUS
The Internal Revenue Service has determined that the Plan is designed
in accordance with applicable sections of the Internal Revenue Code.
4. 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.
-6-
<PAGE> 10
OUTLOOK GROUP CORP. 401(K) SAVINGS PLAN
FORM 5500, ITEM 27(a), SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
--------------------------------------- -------------------------------- -------------- ---------------
<S> <C> <C> <C>
Outlook Group Corp. Common stock
Common Stock Fund* (70,972 shares) $ 169,152 $ 301,631
American Balanced Income Fund Mutual Fund
(41,524 shares) 636,342 654,422
American Investment Company Mutual Fund
of America Fund (48,574 shares) 1,316,243 1,509,202
American Washington Fund Mutual Fund
(32,694 shares) 929,213 1,075,984
American New Perspective Fund Mutual Fund
(44,053 shares) 867,270 1,011,023
Principal Financial Group Fixed Group Annuity Contract
Interest Plus Fund (961,902 shares) 962,382 962,382
Goldman Sachs Financial Cash and cash equivalents
Treasury Obligation Fund 24,843 24,843
Participant Loans Various maturities from 1
to 10 years. Interest rates
range from 7.65% to 9.50% - 76,011
</TABLE>
* Party-in-interest transactions, which are exempt from prohibited transaction
rules under Section 408(b) of ERISA.
-7-
<PAGE> 11
OUTLOOK GROUP CORP. 401(k) SAVINGS PLAN
FORM 5500, ITEM 27(d), SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
EXPENSE
INCURRED
IDENTITY OF PARTY INVOLVED / PURCHASE SELLING WITH COST OF
DESCRIPTION OF ASSET PRICE PRICE TRANSACTION ASSET
-------------------------------------- ---------------- --------------- ------------------------------
<S> <C> <C> <C> <C> <C> <C>
517 Sales Goldman Sachs Financial $ - $ 4,509,550 $ - $ 4,509,550
Treasury Obligation Fund
700 Purchases Goldman Sachs Financial 4,504,303 - - 4,504,303
Treasury Obligation Fund
26 Sales American Balanced Income Fund - 343,676 - 331,316
88 Purchases American Balanced Income Fund 348,784 - - 348,784
31 Sales American Investment Company
of America Fund - 999,365 - 885,112
94 Purchases American Investment Company
of America Fund 914,303 - - 914,303
26 Sales American New Perspective
Fund - 721,379 - 650,603
95 Purchases American New Perspective
Fund 595,899 - - 595,899
29 Sales American Washington Fund - 874,987 - 729,326
88 Purchases American Washington Fund 667,044 - - 667,044
16 Sales Principal Financial Group - 525,662 - 525,662
Fixed Interest Plus Fund
52 Purchases Principal Financial Group 300,689 - - 300,689
Fixed Interest Plus Fund
13 Sales Outlook Group Corp. - 60,349 - 28,916
Common Stock Fund
29 Purchases Outlook Group Corp. 52,092 - - 52,092
Common Stock Fund
<CAPTION>
CURRENT VALUE
OF ASSET ON
IDENTITY OF PARTY INVOLVED / TRANSACTION NET
DESCRIPTION OF ASSET DATE GAIN
---------------------------------- --------------- ------------
<S> <C> <C> <C> <C>
517 Sales Goldman Sachs Financial $ 4,509,550 $ -
Treasury Obligation Fund
700 Purchases Goldman Sachs Financial 4,504,303 -
Treasury Obligation Fund
26 Sales American Balanced Income Fund 343,676 12,360
88 Purchases American Balanced Income Fund 348,784 -
31 Sales American Investment Company
of America Fund 999,365 114,253
94 Purchases American Investment Company
of America Fund 914,303 -
26 Sales American New Perspective
Fund 721,379 70,776
95 Purchases American New Perspective
Fund 595,899 -
29 Sales American Washington Fund 874,987 145,661
88 Purchases American Washington Fund 667,044 -
16 Sales Principal Financial Group 525,662 -
Fixed Interest Plus Fund
52 Purchases Principal Financial Group 300,689 -
Fixed Interest Plus Fund
13 Sales Outlook Group Corp. 60,349 31,433
Common Stock Fund
29 Purchases Outlook Group Corp. 52,092 -
Common Stock Fund
</TABLE>
-8-
<PAGE> 12
EXHIBIT A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 33-44491) of Outlook Group Corp. of our report
dated April 2, 1999 appearing on page 1 of the Financial Statements and Report
of the Outlook Group Corp. 401(k) Savings Plan included in this Annual Report on
Form 11-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
June 24, 1999
<PAGE> 13
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, 1999 /s/ Paul M. Drewek
------------------------------------
Paul M. Drewek,
401(k) Savings Plan Advisory Committee
Member, and as Chief Financial Officer of
Outlook Group Corp., the Plan's
administrator
