-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MF2fSZ8JD0SzkMoSJgyT1uc6mLiRqIZJL7u8FM+ZVglhllIZ+8nn4/OrGsuLGEIh eUjeU1cFjKm8aaWFx3BfJQ== /in/edgar/work/0000910662-00-000081/0000910662-00-000081.txt : 20001114 0000910662-00-000081.hdr.sgml : 20001114 ACCESSION NUMBER: 0000910662-00-000081 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OUTLOOK GROUP CORP CENTRAL INDEX KEY: 0000867490 STANDARD INDUSTRIAL CLASSIFICATION: [2750 ] IRS NUMBER: 391278569 STATE OF INCORPORATION: WI FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42058 FILM NUMBER: 760010 BUSINESS ADDRESS: STREET 1: 1180 AMERICAN DR CITY: NEENAH STATE: WI ZIP: 54957 BUSINESS PHONE: 9207222333 MAIL ADDRESS: STREET 1: 1180 AMERICAN DRIVE CITY: NEENAH STATE: WI ZIP: 54957 FORMER COMPANY: FORMER CONFORMED NAME: OUTLOOK GRAPHICS CORP DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHEMESH RONNIE CENTRAL INDEX KEY: 0001113185 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WORLD CLASS FILM CORP STREET 2: 78 FERNBROOK ST CITY: YONKERS STATE: NY ZIP: 10705 BUSINESS PHONE: 9144236100 MAIL ADDRESS: STREET 1: C/O WORLD CLASS FILM CORP STREET 2: 78 FERNBROOK ST CITY: YONKER STATE: NY ZIP: 10705 SC 13D/A 1 0001.txt AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* OUTLOOK GROUP CORP. ------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 690113105 --------- (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) October 27, 2000 ------------------------------------------------------- (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). 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: Not applicable 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: 457,815 shares of Common Stock SHARES BENEFICIALLY 8 SHARED VOTING POWER: 0 shares of Common Stock OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 457,815 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: 457,815 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): 11.8% 14 TYPE OF REPORTING PERSON: IN 2 This Amendment No. 5 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 56,400 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 October 11, 2000, the filing date of the Amendment No. 4 to the Statement on Schedule 13D, Mr. Shemesh has engaged in the following transactions involving the Common Stock: 1. On October 11, 2000, Mr. Shemesh purchased, in the open market with his personal funds, 1,000 shares of Common Stock at a price of $5.625 per share; 2. On October 12, 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 $5.625 per share; 3. On October 13, 2000, Mr. Shemesh purchased, in the open market with his personal funds, 2,000 shares of Common Stock at a price of $5.6875 per share; 4. On October 13, 2000, Mr. Shemesh purchased from Mr. Joel Klein, in a private transaction with his personal funds, 2,000, shares of Common Stock at a price of $5.50 per share; 5. On October 17, 2000, Mr. Shemesh purchased, in the open market with his personal funds, 6,000 shares of Common Stock at a price of $5.729 per share; 6. On October 18, 2000, Mr. Shemesh purchased, in the open market with his personal funds, 1,500 shares of Common Stock at a price of $5.75 per share; 7. On October 19, 2000, Mr. Shemesh purchased, in the open market with his personal funds, 3,800 shares of Common Stock at a price of $5.875 per share; 8. On October 20, 2000, Mr. Shemesh purchased, in the open market with his personal funds, 10,000 shares of Common Stock at a price of $5.956 per share; 9. On October 26, 2000, Mr. Shemesh purchased, in the open market with his personal funds, 6,900 shares of Common Stock at a price of $6.045 per share; 3 10. On October 27, 2000, Mr. Shemesh purchased, in the open market with his personal funds, 6,000 shares of Common Stock at a price of $6.072 per share; 11. On October 30, 2000, Mr. Shemesh purchased, in the open market with his personal funds, 8,000 shares of Common Stock at a price of $6.118 per share; 12. On November 3, 2000, Mr. Shemesh purchased, in the open market with his personal funds, 500 shares of Common Stock at a price of $6.00 per share; and 13. On November 9, 2000, Mr. Shemesh purchased, in the open market with his personal funds, 6,700 shares of Common Stock at a price of $5.7481 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 56,400 shares of Common Stock purchased by Mr. Shemesh during the period October 11, 2000 through November 9, 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; 4 (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; (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 457,815 shares of Common Stock, or approximately 11.8% of the 3,880,569 shares of Common Stock, which the Issuer has reported were outstanding on September 29, 2000 in its Form 10-Q for the quarter ended September 2, 2000 filed with the Securities and Exchange Commission on October 6, 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 since October 11, 2000, the date of the filing of Amendment No. 4 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 Date of Purchase Common Stock Per Share* ---------------- ------------ ---------- October 11, 2000 1,000 $5.625 October 12, 2000 2,000 $5.625 October 13, 2000 2,000 $5.6875 October 13, 2000** 2,000 $5.50 October 17, 2000 6,000 $5.729 October 18, 2000 1,500 $5.75 October 19, 2000 3,800 $5.875 5 October 20, 2000 10,000 $5.956 October 26, 2000 6,900 $6.045 October 27, 2000 6,000 $6.072 October 30, 2000 8,000 $6.118 November 3, 2000 500 $6.00 November 9, 2000 6,700 $5.7481 ------------ * Does not include broker's commissions. ** Mr. Shemesh purchased the 2,000 shares of Common Stock from Mr. Joel Klein in a private transaction. Except for such transactions, Mr. Shemesh has not effected any transactions in the shares of Common Stock since October 11, 2000, the date of filing Amendment No. 4 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. 6 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: November 13, 2000 /s/Ronnie Shemesh ---------------------------------------- Ronnie Shemesh 7 -----END PRIVACY-ENHANCED MESSAGE-----