UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 28, 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.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: 326,915 shares of Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0 shares of Common Stock
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 326,915 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: 326,915 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): 8.2%
14 TYPE OF REPORTING PERSON: IN
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This Amendment No. 2 to the Statement on Schedule 13D dated April 28, 2000 is
being filed to report the purchase by Mr. Ronnie Shemesh ("Mr. Shemesh") of an
aggregate of 52,000 shares of common stock, $0.01 par value (the "Common
Stock"), of Outlook Group Corp., a Wisconsin corporation (the "Issuer") in a
series of open market transactions and in a private transaction.
Item 3. Source and Amount of Funds or Other Consideration
ITEM 3 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
Since May 12, 2000, the filing date of the Amendment No. 1 to the Statement
on Schedule 13D, Mr. Shemesh has engaged in the following transactions involving
the Common Stock:
1. On June 2, 2000, Mr. Shemesh purchased, in the open market with his
personal funds, an aggregate of 1,000 shares of Common Stock, of which 500
shares were purchased at a price of $5.75 per share and the balance of 500
shares were purchased at a price of $5.687 per share;
2. On June 16, 2000, Mr. Shemesh purchased, in the open market with
his personal funds, an aggregate of 3,000 shares of Common Stock, of which
2,000 shares were purchased at a price of $5.875 per share and the balance
of 1,000 shares were purchased at a price of $5.937 per share;
3. On June 28, 2000, Mr. Shemesh purchased, in the open market with
his personal funds, 2,000 shares of Common Stock at a price of $5.75 per
share;
4. On June 30, 2000, Mr. Shemesh purchased, in the open market with
his personal funds, 5,000 shares of Common Stock at a price of $5.70 per
share;
5. On June 30, 2000, Mr. Shemesh purchased, in the open market with
his personal funds, 2,500 shares of Common Stock at a price of $5.725 per
share;
6. On July 3, 2000, Mr. Shemesh purchased, in the open market with his
personal funds, 2,500 shares of Common Stock at a price of $5.725 per
share.
7. On July 5, 2000, Mr. Shemesh purchased, in the open market with his
personal funds, 1,000 shares of Common Stock at a price of $5.75 per share;
8. On July 17, 2000, Mr. Shemesh purchased, in the open market with
his personal funds, an aggregate of 6,500 shares of Common Stock, of which
5,000 shares
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were purchased at a price of $6.437 per share and the balance of 1,500
shares were purchased at a price of $6.375 per share.
9. On July 28, 2000, Mr. Shemesh purchased, from David Erdmnan in a
private transaction with his personal funds, 30,000 shares of Common Stock
in consideration of $187,500 ($6.25 per share).
10. On August 2, 2000, Mr. Shemesh purchased, in the open market with
his personal funds, 1,000 shares of Common Stock at a price of $6.0938 per
share.
Item 4. Purpose of Transaction
ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
The 52,000 shares of Common Stock purchased by Mr. Shemesh during the
period June 2, 2000 through August 2, 2000 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;
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(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;
(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
ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
(a) and (b) Mr. Shemesh is the direct beneficial owner of 326,915 shares of
Common Stock, or approximately 8.2% 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 60 days prior to
the date of the filing of this Amendment No. 2 to the Statement. Except as
indicated below, 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*
---------------- ------------ -------
June 16, 2000 2,000 $5.875
July 16, 2000 1,000 $5.937
June 28, 2000 2,000 $5.75
June 30, 2000 5,000 $5.70
July 3, 2000 2,500 $5.725
July 5, 2000 1,000 $5.75
July 17, 2000 5,000 $6.437
July 17, 2000 1,500 $6.375
July 28, 2000 ** 30,000 $6.25
August 2, 2000 1,000 $6.0938
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* Does not include broker's commissions.
** Mr. Shemesh purchased the 30,000 shares of Common Stock from
David Erdmnan in a private transaction.
Except for such transactions, Mr. Shemesh has not effected any transactions
in the shares of Common Stock during the last 60 days prior to filing this
Amendment No. 2 to the Statement.
(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 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: August 10, 2000
/s/Ronnie Shemesh
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Ronnie Shemesh
