UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
OUTLOOK GROUP CORP.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
690113105
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(CUSIP Number)
Steven J. Glusband
Carter, Ledyard & Milburn
2 Wall Street, New York, New York 10005
(212) 732-3200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 15, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 690113105
1 NAME OF REPORTING PERSON: Ronnie Shemesh
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF 7 SOLE VOTING POWER: 233,915 shares of Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 233,915 shares of Common Stock
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 233,915 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.9%
14 TYPE OF REPORTING PERSON: IN
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Item 1. Security and Issuer
This Statement on Schedule 13D relates to the shares of common stock, $0.01
par value (the "Common Stock"), of Outlook Group Corp., a Wisconsin corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
1180 American Drive, Neenah, Wisconsin 54957.
Item 2. Identity and Background
This Statement is being filed by Mr. Ronnie Shemesh ("Mr. Shemesh"), a
citizen of the United States. Mr. Shemesh owns 100% of Barrier Films Ltd. - New
York, Inc. ("Barrier NY"), a holding company incorporated in New York, which
owns a 100% interest in Barrier Films Corp., a Nevada corporation ("Barrier
Nevada"). Mr. Shemesh serves as President and Chief Executive Officer of Barrier
NY and as Chairman of the Board of Directors, Chief Executive Officer and Vice
President of Barrier Nevada, which is engaged in the flexible packaging of
various products. The principal executive office of Barrier NY is located at 78
Fernbrook Street, Yonkers, New York 10705 and the principal executive office of
Barrier Nevada is located at 555 Dermody Way, Sparks, Nevada 89431. Mr Shemesh
also owns one-third of the stock and serves as Chief Executive Officer, Vice
President and director of the following two companies, which are engaged in the
flexible packaging of various products: (i) World Class Film Corp., whose
principal executive offices is located at 78 Fernbrook Street, Yonkers, New York
10705; and (ii) Northwest Films Corp., whose principal executive offices is
located at 3807 South East Hidden Way, Vancouver, Washington 98661. Mr.
Shemesh's main business address is 78 Fernbrook Street, Yonkers, New York 10705.
During the last five years, Mr. Shemesh has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors), or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding he was or is subject to a
judgment, decree or final order either enjoining future violations of, or
prohibiting or mandating activities subject to United States federal or state
securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Until March 14, 2000, Mr. Shemesh was the holder of 202,915 shares of
Common Stock, representing approximately 4.8% of the shares of Common Stock of
the Issuer then outstanding (based on 4,222,018 outstanding shares of Common
Stock reported by the Issuer in its Form 10-Q for the quarter ended November 29,
1999 which was filed with the Securities and Exchange Commission on January 12,
2000). On March 15, 2000, Mr. Shemesh purchased, in the open market with his
personal funds, an aggregate of 9,000 shares of Common Stock at a price of
$4.437 per share. Subsequent to such acquisition, Mr. Shemesh became the owner
of 5% of the outstanding shares of Common Stock of the Issuer. Since that date,
Mr. Shemesh has engaged in the following transactions involving the Common
Stock:
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1. On March 16, 2000, Mr. Shemesh purchased, in the open market with
his personal funds, an aggregate of 2,000 shares of Common Stock at a price
of $4.50 per share;
2. On April 10, 2000, Mr. Shemesh purchased, in the open market with
his personal funds, 300 shares of Common Stock at a price of $5.00 per
share; and
3. On April 11, 2000, Mr. Shemesh purchased, in the open market with
his personal funds, an aggregate of 19,700 shares of Common Stock, of which
13,700 shares were purchased at a price of $5.00 per share and the balance
of 6,000 shares were purchased at a price of $4.937 per share.
Item 4. Purpose of Transaction
All the 233,915 shares of Common Stock currently owned by Mr. Shemesh were
purchased for investment purposes.
Mr. Shemesh currently does not have any plan or proposal which relates to
or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plan or proposal to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter or by-laws or other actions which
may impede the acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
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(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) and (b) Mr. Shemesh is the direct beneficial owner of 233,915 shares of
Common Stock, or approximately 5.9% of the 3,980,195 shares of Common Stock,
which the Issuer has reported were outstanding on April 7, 2000 in its Form 10-Q
for the quarter ended February 26, 2000 filed with the Securities and Exchange
Commission on April 11, 2000. Mr. Shemesh has the sole voting and dispositive
power with respect to all such shares.
(c) The following table sets forth all the transactions in the shares of
Common Stock of the Issuer effected by Mr. Shemesh during the sixty (60) days
prior to the date of the filing of this Statement on Schedule 13D. All such
transactions were open market purchases effected on the Nasdaq National Market.
Number of
shares of Price Per
Date of Purchase Common Stock Share*
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February 29, 2000.................... 5,000 $4.625
March 1, 2000........................ 2,000 $4.625
March 9, 2000........................ 100 $4.00
March 9, 2000........................ 400 $4.25
March 10, 2000....................... 4,500 $4.25
March 14, 2000....................... 3,800 $4.187
March 14, 2000....................... 6,000 $4.25
March 15, 2000....................... 9,000 $4.437
March 16, 2000....................... 2,000 $4.50
April 10, 2000....................... 300 $5.00
April 11, 2000....................... 6,000 $4.937
April 11, 2000....................... 13,700 $5.00
__________________________________________
* Does not include broker's commissions.
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<PAGE>
Except for such transactions, Mr. Shemesh has not effected any transactions
in the shares of Common Stock during the sixty (60) days prior to the filing of
this Statement on Schedule 13D.
(d) No person other than Mr. Shemesh has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares reported above in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The description set forth in Item 4 of this Statement with respect to the
attempted sale of certain of the shares currently owned by Mr. Shemesh to the
Issuer is hereby incorporated by reference in this Item 6.
Except as set forth in Item 4 of this Statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between Mr.
Shemesh and any other person with respect to the securities of the Issuer,
including but not limited to contracts, arrangements or understandings with
respect to transfer or voting of any of such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits
None.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this Statement is true,
complete and correct.
Date: April 28, 2000
/s/Ronnie Shemesh
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Ronnie Shemesh
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