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Originally Processed With FOIA(s): FOIA Number: S S FOIA MARKER This is not a textual record. This is used as an administrative marker by the George Bush Presidential Library Staff. Record Group/Collection: George H.W. Bush Presidential Records Collection/Office of Origin: Speechwriting, White House Office of Series: Speech File Backup Files Subseries: Chron File, 1989-1993 OA/ID Number: 13823 Folder ID Number: 13823-005 Folder Title: Outlook Graphics--Wisconsin 7/27/92 [OA 7577] [1] Stack: Row: Section: Shelf: Position: G 26 22 6 6 JUL-24-'92 FRI 10:02 Mailing Address: Tommy G. Thorapson Post Office Box 7868 Governor Madison, WI 53707-7868 James R. Klaumer Secretary State of Wisconsin Department of Administration 101 South Webster Street Madison. Wisconsin July 22, 1992 TO: Stephanie Smith FROM: Rick Berg RE: Issues Surrounding July 27 Presidential visit A variety of issues have emerged - and will continue to emerge - regarding the anticipated visit by President Bush on July 27 to the Fox River Valley. I thought they should be passed along to you. 1) The President - and the Governor - should use the opportunity to praise business, education, labor and government for working together to create hope and opportunity for young people. This initiative should be showcased as an example of what can be accomplished when differences are set aside on behalf of children and parallels initiative that the President is pushing at the federal level through his Departments of Labor and Education. 2) I would suggest that the President avoid discussion of school choice and instead focus on this effort as a positive step toward reforming public education and bringing business into a positive and meaningful relationship with education. 'Business is no longer just complaining, but is getting involved' sort of thing. 3) This is a great opportunity for the President to be visionary and talk about job security, preserving the American standard of living, giving young people hope for the future, need to upgrade the skills of new workers AND the existing workforce, and ensuring that America will keep its competitive edge in a very competitive global economy. 4) President should praise Governor Thompson for putting these reforms and initiatives into motion and for keeping them moving ahead. Wisconsin should be cited for leading the nation in this area and for providing a model of success that can be transported across America. 5) The President has designated Wisconsin as one of six states leading in this area and, as a result of this designation, Wisconsin has recently received a $200,000 award from the U.S. Department of Labor (which has not yet been publicly announced) to further these efforts. The President can say he is counting on Governor Thompson and Wisconsin to continue this leadership position - as we have in so many other areas. These are a few of the topics which have arisen. I will keep you informed as others develop. SENT BY:Xerox Telecopier 7020 ; 7-27-92 ; 9:05AM ; 4562983- 2024566218:#10 (Provost/Ferguson/Grossman) July 24, 1992 WISCONSIN Draft One PRESIDENTIAL REMARKS: OUTLOOK GRAPHICS NEENAH, WISCONSIN JULY 27, 1992 2:00 PM Thank you and good afternoon everyone. (Acknowledgments) It's a great pleasure to be here. For any sports fan, it's a thrill to be at the birthplace of America's sports trading cards. And for me it's a little humbling, too. I don't dare ask you how many hundreds of George Bush cards you have to trade to get even one Michael Jordan. I've come here to talk a little bit about our future ... about the kind of nation we want for ourselves and our children. The world has undergone remarkable changes the past few years. Today our kids worry about the usual things ... about school, friends, about such earth-shattering questions as ... where can I get an olympic "Dream Team" card. But I can tell you one thing they don't worry about anymore -- one thing they might have worried about just a short while ago ... the specter of nuclear war. Today, America is safer than ever before. Safer than we were a decade ago. Safer than we were a year ago. Safer than we were just a few weeks ago ... when I sat down with Boris Yeltsin and agreed to eliminate some of the most dangerous nuclear weapons on earth. SENT BY:Xercx Telecopier 7020 ; 7-27-92 ; 9:05AM ; 4562983- 2024566218:#11 2 Now that we have changed the world it is high time to change America. Time to turn our attention to pressing challenges like how to give a pink slip to our slow-growth economy. How to make America's families more like the Waltons and a little bit less like the Simpsons. And how to take back our streets from the crack dealers and the criminals. This election year, we are told, is about how we can change to seet these challenges. But this election is not just about change, because change has a flip side. It's called trust. When you get down to it, this election will be like every other. When you go into that voting booth and pull the curtain behind you: "trust" matters. And that's the way it should be. Many times, in the White House late at night, the phone rings. Usually it's a young aide double-checking the next day's schedule. But occasionally, it's another voice -- more serious, solemn -- carrying news of a coup in a powerful country, or asking how we should stand up to a bully halfway around the world. The American people need to know that the man who answers the phone has the experience, the seasoning, to do the right thing. That's trust in the traditional sense. But people who've spent their lives in government forget that trust is even more than that. I'm a Texan -- raised my children there, built my business there. I believe our country's heartbeat can be felt in places like Neenah, Wisconsin ... not Washington, DC. And so I SENT BY:Xerox Telecopier 7020 ; 7-27-92 ; 9:06AM ; 4562883- 20245662181#12 3 stake my claim in a simple philosophy: to lead a great nation you must first trust the people you lead. If you look at almost every important issue we face ... you see a clear choice a choice between those who put their faith in average Americans and those who put their faith in government. Let me explain what I mean. Starting with the basics -- home and family. The most difficult question many parents face is ... "who will care for the kids while we're working?" A few years ago, Washington wanted to help, but their idea was to rock the cradle with the heavy hand of the bureaucracy. All the plans boiled down to creating some new kind of government apparatus like a - Pentagon for child care. I fought for a different approach ... and won. Our landmark legislation allows parents not the government to decide whether your children are cared for in a school a relative's home or church. When it comes to raising children I say: why not trust the people? What about our education system? To renew America we must renew our schools we all know this, but money alone won't do it. We already spend more money per student than almost any other country; and our kids still rank near the bottom in crucial subjects like math and science. Again: a lot of ideas floating around, most of them to pump more tax money into the same system. SENT BY:Xerox Telecopier 7020 ; 7-27-92 ; 9:06AM ; 4562983- 2024566218:#13 4 I say try something different. Open up schools to competition, and trust you to decide whether you want your kids to learn in a public school, a private school or a religious school. When it comes to education again I say: "why not trust the people." What about government regulation? Sure, some of it is necessary, even essential. But if you believe that there is a government solution to every problem, an alphabet agency for every issue, than you look at regulation not as a necessary evil, but as a necessary way to reign in people's evil tendencies. The results can be crazy, as this story proves. The time had come recently for a government agency to update it's rules on hard hats. That's right: hard hats. And someone in that agency stumbled upon a potential national crisis --- workers being infected from putting someone else's hard hat on their head. The alarms went off. The bureaucratic blood boiled. One small fact was overlooked. There wasn't a single documented case, anywhere in the United States, of anyone getting infected from wearing someone else's hard hat. That didn't deter the bureaucrat. So with the best of intentions, the rule was written: every hard hat must be disinfected before one worker passed it to another. Estimated cost to business: $13 million a year. Measurable benefit: slightly less than zero. SENT BY:Xerex Telecopier 7020 ; 7-27-92 ; 9:07AM ; 4562983-> 2024566218:#14 5 Luckily, this story has a happy ending, but only because we were there to give it one. We found the regulation before it hit the books, and said: we think America can survive, without hard hat regulation. But can you imagine what might have happened, if these enterprising regulators had made their way into the vast, unregulated territory of lunch pails and thermos bottles?// Some believe the solution to our problems is more government regulation. I take a different view. I've put a moratorium on new federal regulations, to give businesses like this one room to breathe, and grow and create jobs. On child care, education, regulation, it's a matter of trust trusting Americans to make their own choices. - The point is not to let people fend for themselves. Americans are a generous people; and government must never shirk its responsibilities. But programs have to give people a hand- up and trust human ingenuity to take it from there. You'll find a good example of what government can do right here at Outlook. Last April, I challenged the nation's governors to join me in a new national job training effort for young people. I introduced a program called "The Youth Apprenticeship Act" in Congress. The program is geared particularly to teenagers who want to work want to learn a skill but may be tempted to drop out of school. True to form, Gov. Tommy Thompson is already reaching out to these young people along with concerned businessmen and community leaders. The youth SENT BY:Xerox Telecopier 7020 ; 7-27-92 ; 9:07AM ; 4562983- 2024566218:#15 6 apprenticeship program will encourage them to complete a sound high-school education, while getting on-the-job training at companies like Outlook. This program connects education with the real world of work. Government can help make that connection -- and I salute Gov. Thompson for helping me create a workforce that's up and ready for the challenges of the next century./ So I believe we can give Americans the tools ... and then it's a matter of trust -- trusting Americans to make their own choices. And when it comes to the most pressing issue of this election year -- revving up our economy -- forgetting this idea of trust is not just a nuisance; it can be downright dangerous. The revolutions of the past few years herald a new era of global economic competition, with free markets from Siberia to - Santiago. Can the U.S. compete ... now that everyone is playing our game? I know we can. Despite all the criticism you've heard lately, keep in mind a few facts. We are the largest economy in the world. Inflation -- the Jesse James who robs the middle class of dreams -- has been put safely behind bars. The last time interest rates were this low, the Brady Bunch weren't even on television. Despite all the stories about our problems, our workers are still the most productive in the world -- more productive than the English, the Germans, the Japanese. 11 But while our economy is growing, it must grow faster. The question is: How? The other side suggests a simple two-part SENT BY:Xerox Telecopier 7020 ; 7-27-92 ; 9:08AM ; 4562983- 2024566218:#16 7 solution. First, raise government spending! And then: raise taxes! Now as you evaluate their idea, keep this in mind. Here in Wisconsin, you already work 126 days just to pay your taxes -- before you earn a single dime to spend on your family. Does anyone want to go for 127?// All this talk of spending and taxes causes me to wonder ... if the other side is a little hard of hearing. Abraham Lincoln spoke of government "of the people, by the people, for the people." But they seem to keep saying ... of the government, by the government and for the government. They're hard to dissuade. I'll give you a great example. In January I proposed a common-sense plan to get this economy - moving faster, right now. The plan included tax initiatives to encourage businesses to hire new workers and breaks for young families who want to buy a first home. Half a million jobs would have been created, if Congress had acted right away. But they didn't. Instead Congress sent back what you might call an "anti-trust" program. New government spending, and new taxes. So I sent their plan back. I'm still waiting ... almost 200 days later. This economic recovery plan is being held hostage and the ransom note reads -- "wait till after the election." Today I say to the Congress and the Senate especially, release the economy, approve this jobs program, and put America back to work ... now.// SENT BY:Xerox Telecopier 7020 ; 7-27-92 ; 9:08AM ; 4562983- 2024566218:#17 8 You see it all comes down to a question of trust. I trust you to spend and save your money more wisely than any budget planner in Washington. You'll say this is all common sense, and I agree. But there's a certain type of person attracted to government for whom the word "trust" has a strange meaning. Most of them have spent their lives in government, and don't have much experience in the real world. They say they want to "put people first." But if you look real close the people they put first are all on a government payroll. A leader of a free people must understand that government can not only help, it can hinder. He must have the confidence to say: "I trust you." I trust the people.// And ultimately you must decide who you trust -- who has the experience, the ideals and ideas -- to find that delicate balance. Yes, America will change, just as we have changed the world. The question now is: Who will change America for the better? Trust me when I tell you this: it won't be people whose only enthusiasm is for government, who measure progress by programs created and special interests satisfied. If you want to know who's going to change America -- look around you. It's going to be the guy who works an extra shift every week so his son can go to the school of his choice, It's going to be the small businesswoman who takes a risk on a new SENT BY:Xerox Telecopier 7020 ; 7-27-92 ; 9:09AM ; 4562983- 2024566218:#18 9 product. The computer hacker working in a lonely garage, the merit scholar from South Central L.A., the entrepreneur with a future as big as his dreams. There's your answer: The American people are going to change America. But only if they have a government with the wisdom to know its own limits, with a leadership who knows where the true American imagination lies. Countries around the world have at long last understood the power of trusting the people. America will change by reaffirming the lesson it has taught the world -- by trusting a leader who trusts you. Thank you and God bless you and God bless the United States of America. - (Provost/Ferguson/Grossman) July 24, 1992 WISCONSIN Draft Two PRESIDENTIAL REMARKS: OUTLOOK GRAPHICS NEENAH, WISCONSIN JULY 27, 1992 2:00 PM Thank you and good afternoon everyone. (Acknowledgments) It's a great pleasure to be here. For any sports fan, it's a thrill to be with the producers of America's sports trading cards. ((And for me it's a little humbling. I don't dare ask you how many hundreds of George Bush cards you have to trade to get even one Michael Jordan.)) I've come here to talk a little bit about our future ... about the kind of nation we want for ourselves ... and our over children. The world has undergone remarkable changes the past few years. Today our kids worry about the usual things ... about school, friends, about such earth-shattering questions. as ... where can I get an Olympic "Dream Team" card. But I can tell you one thing they don't worry about any more -- one thing they might have worried about just a short while ago ... the spectre of nuclear war. Today ... America is safer than ever before. Safer than we were a decade ago. Safer than we were a year ago. Safer than we were just a few weeks ago ... when I sat down with Boris Yeltsin and agreed to eliminate some of the most dangerous nuclear weapons on earth. 2 Now that we have changed the world it is high time to change America. Time to turn our attention to pressing challenges like how to give a pink slip to our slow-growth economy. How to make America's families more like the Waltons, and less like the Simpsons. And how to take back our streets from the crack dealers and the criminals. This election year, we are told, is about how we can change to meet these challenges. But this election is not just about change, because change has a flip side. It's called trust. When you get down to it, this election will be like every other. When you go into that voting booth and pull the curtain behind you: "trust" matters. And that's the way it should be. Many times, in the White House late at night, the phone rings. Usually it's a young aide double-checking the next day's schedule. But occasionally, it's another voice -- more serious, solemn -- carrying news of a coup in a powerful country, or the invasion of an ally halfway around the world. The American people need to know that the man who answers that phone has the experience, the seasoning, to do the right thing. That's trust in the traditional sense. But people who've spent their lives in government forget that trust is more even than that. I'm a Texan -- raised my children there, built my business there. I've learned that our country's heartbeat can be felt in places like Neenah, Wisconsin not Washington, D.C. 3 And so I stake my claim on a simple philosophy: to lead a great nation you must first trust the people you lead. If you look at almost every important issue we face you see a clear choice -- a choice between those who put their faith in average Americans --- and those who put their faith in government. Let me explain what I mean. Starting with the basics -- home and family. The most difficult question many parents face is --- "who will care for the kids while we're working?" A few years ago, Washington wanted to help, but their idea was to rock the cradle with the heavy hand of bureaucracy. All the plans boiled down to creating some new kind of government apparatus, like a Pentagon for child care. I fought for a different approach and won. Our landmark legislation allows parents -- not the government -- to decide whether your children are cared for in school, a relative's home, or church. When it comes to raising children, I say: why not trust the people? What about our education system? To renew America we must renew our schools, we all know this, but money alone won't do it. We already spend more money per student than almost any other country; and our kids still rank near the bottom in crucial subjects like math and science. Again: a lot of ideas floating around, most of them to pump more tax money into the same system. 4 I say try something different. Open up schools to competition, and trust you to decide whether you want your kids to learn in a public school, a private school or a religious school. When it comes to education, again I say: "why not trust the people?" What about government regulation? Sure, some of it is necessary, even essential. But if you believe that there is a government solution to every problem, an alphabet agency for every issue, than you look at regulation not as a necessary evil, but as a necessary way to rein in people's evil tendencies. The results can be crazy, as this story proves. The time had come recently for a government agency to update its rules on hard hats. That's right: hard hats. And someone in that agency stumbled upon a potential national crisis --- workers being infected from hard hats. The alarms went off. The bureaucratic blood boiled. One small fact was overlooked. There wasn't a single documented case, anywhere in the United States, of anyone getting infected from someone else's hard hat. That didn't deter the bureaucrat. So with the best of intentions, the rule was written: every hard hat must be disinfected before one worker passed it to another. Estimated cost to business: $13 million a year. Measurable benefit: slightly less than zero. Luckily, this story has a happy ending, but only because we were there to give it one. We found the regulation before it hit 5 the books, and said: we think America can survive, without this particular hard hat regulation. But can you imagine what might have happened, if these enterprising regulators had made their way into the vast, unregulated territory of lunch pails and thermos bottles?// Some believe the solution to our problems is more government regulation. I take a different view. I've put a moratorium on new federal regulations, to give businesses like this one room to breathe, and grow and create jobs. In child care, education, health care and regulation, it's a matter of trust --- trusting Americans to make their own choices. The point is not to let people fend for themselves. Americans are a generous people; and government must never shirk its responsibilities. But programs have to give people a hand- up and trust human ingenuity to take it from there. You'll find a good example of what government can do right here at Outlook. Last April, I challenged the nation's governors to join me in helping our young people enter the world of work. I am particularly concerned about teenagers who want to work want to learn a skill but may be tempted to drop out of school. True to form, Gov. Tommy Thompson is already reaching out to these young people, along with concerned businessmen and community leaders. The youth apprenticeship program will encourage these kids to complete a sound high-school education, while getting on-the-job training at companies like Outlook. This program connects education with the real world of work. 6 Government can help make that connection -- and I salute Gov. Thompson for helping me create a workforce that's up and ready for the challenges of the next century. So I believe we can give Americans the tools and then it's a matter of trust -- trusting Americans to make their own choices. And when it comes to the most pressing issue of this election year -- revving up our economy -- forgetting this idea is not just a nuisance; it can be downright dangerous. The revolutions of the past few years herald a new era of global economic competition, with free markets from Siberia to Santiago. Can the U.S. compete ... now that everyone is playing our game? I know we can. Despite all the criticism you've heard lately, keep in mind a few facts. We are the largest economy in the world. Inflation, the Willie Sutton who robs the middle class of dreams, has been put safely behind bars. The last time interest rates stayed this low, the Brady Bunch hadn't even started re-runs yet. Despite all the stories about our problems, our workers are still the most productive in the world -- more productive than the English, the Germans, the Japanese. But while our economy is growing, it must grow faster. The question is: how do we do it? The other side suggests a simple two-part solution. First, jack up government spending! And then: raise taxes! Now as you evaluate their idea, keep this in mind. Here in Wisconsin, whether you like it or not, you already work 126 days 7 just to pay your taxes -- before you earn a single dime to spend on your family. I don't think I have to ask -- does anyone want to go for 127?// All this talk of spending and taxes causes me to wonder ... if the other side is a little hard of hearing. Abraham Lincoln spoke of government "of the people, by the people, for the people." But they seem to keep saying ... of the government, by the government, and for the government. They're hard to dissuade. I'll give you a great example. In January I proposed a common-sense, comprehensive plan to get this economy moving faster, now. The first sound of a strong economy is usually the sound of hammers pounding away at new homesites. So I proposed tax incentives to build new homes, and a $5,000 break tax for families V who want to buy their first one. Here in Wisconsin, that equals nine months of mortgage payments on the average house. I understand that private enterprise is the horse that pulls our wagon -- no government program ever created a real job ((although government did keep Johnny Carson in business for 30 years) So I proposed incentives for businesses to grow and hire. It's estimated those incentives would have spurred the creation of at least half a million jobs ... if they had been approved when I proposed them. But they weren't approved. Instead, Congress sent back what you might call an "anti-trust" program. New government spending, and new taxes. 8 So I sent their plan back. I told them to try again. But they still haven't done anything. And it leads me to a theory. check 16 In your business, certain numbers mean something. Number 12 is Joe Montana, Number 34 is Nolan Ryan, Number 33 is Patrick Ewing. But there's another number that tells you all you need to know about what's wrong with Washington: Number 38. That's how many years the same party has had control of Congress. I say it's time to trade in old Number 38. Give me a Republican Congress so America can stay Number One. You see it all comes down to a question of trust. I trust you to spend and save your money more wisely than any budget planner in Washington. This is common sense, and I agree. But there's a certain type of person attracted to government for whom the word "trust" has a strange meaning. Most of them have spent their lives in government, and don't have much experience in the real world. They say they want to ... "put people first." But if you look closely at what they're advocating ... the people they put first are all on a government payroll. A leader of a free people must understand that government can not only help, it can hinder. He must have the confidence to say: "I trust you." I trust the people. / / Yes, America will change, just as we have changed the world. The question now is: Who will change America for the better? Trust me when I tell you this: it won't be a team of economists 9 from Harvard, or a gaggle of social scientists from a Washington think tank. If you want to know who's going to change America -- look around you. It's going to be the guy who works an extra shift every week so his son can go to the school of his choice. It's going to be the small businesswoman who takes a risk on a new product. The computer hacker working in a lonely garage, the merit scholar from South Central L.A., the entrepreneur with a future as big as his dreams. There's your answer: The American people are going to change America. But only if they have a government with the wisdom to know its own limits, with a leadership who knows where the true American imagination lies. Countries around the world have at long last understood the power of trusting the people. America will change by reaffirming the lesson it has taught the world -- by trusting a leader who trusts you. Thank you and God bless you, and God bless the United States of America. # # 2 Now that we have changed the world it is high time to change America. Time to turn our attention to pressing challenges like how to give a pink slip to our slow-growth economy. How to make America's families more like the Waltons, and less like the Simpsons. And how to take back our streets from the crack dealers and the criminals. This election year, we are told, is about how we can change to meet these challenges. But this election is not just about change, because change has a flip side. It's called trust. When you get down to it, this election will be like every other. When you go into that voting booth and pull the curtain behind you: "trust" matters. And that's the way it should be. Many times, in the White House late at night, the phone rings. Usually it's a young aide double-checking the next day's schedule. But occasionally, it's another voice -- more serious, solemn -- carrying news of a coup in a powerful country, or the invasion of an ally halfway around the world. The American people need to know that the man who answers that phone has the experience, the seasoning, to do the right thing. That's trust in the traditional sense. But people who've spent their lives in government forget that trust is more even than that. I'm a Texan -- raised my children there, built my business there. I've learned that our country's heartbeat can be felt in places like Neenah, Wisconsin not Washington, D.C. 3 And so I stake my claim on a simple philosophy: to lead a great nation you must first trust the people you lead. If you look at almost every important issue we face you see a clear choice -- a choice between those who put their faith in average Americans --- and those who put their faith in government. Let me explain what I mean. Starting with the basics -- home and family. The most difficult question many parents face is "who will care for the kids while we're working?" A few years ago, Washington wanted to help, but their idea was to rock the cradle with the heavy hand of bureaucracy. All the plans boiled down to creating some new kind of government apparatus, like a Pentagon for child care. I fought for a different approach and won. Our landmark legislation allows parents -- not the government -- to decide whether your children are cared for in school, a relative's home, or church. When it comes to raising children, I say: why not trust the people? What about our education system? To renew America we must renew our schools, we all know this, but money alone won't do it. We already spend more money per student than almost any other country; and our kids still rank near the bottom in crucial subjects like math and science. Again: a lot of ideas floating around, most of them to pump more tax money into the same system. 4 I say try something different. Open up schools to competition, and trust you to decide whether you want your kids to learn in a public school, a private school or a religious school. When it comes to education, again I say: "why not trust the people?" What about government regulation? Sure, some of it is necessary, even essential. But if you believe that there is a government solution to every problem, an alphabet agency for every issue, than you look at regulation not as a necessary evil, but as a necessary way to rein in people's evil tendencies. The results can be crazy, as this story proves. The time had come recently for a government agency to update its rules on hard hats. That's right: hard hats. And someone in that agency stumbled upon a potential national crisis --- workers being infected from hard hats. The alarms went off. The bureaucratic blood boiled. One small fact was overlooked. There wasn't a single documented case, anywhere in the United States, of anyone getting infected from someone else's hard hat. That didn't deter the bureaucrat. So with the best of intentions, the rule was written: every hard hat must be disinfected before one worker passed it to another. Estimated cost to business: $13 million a year. Measurable benefit: slightly less than zero. Luckily, this story has a happy ending, but only because we were there to give it one. We found the regulation before it hit 5 the books, and said: we think America can survive without this particular hard hat regulation. But can you imagine what might have happened if these enterprising regulators had made their way into the vast, unregulated territory of lunch pails and thermos bottles?// Some believe the solution to our problems is more government regulation. I take a different view. I've put a moratorium on new federal regulations, to give businesses like this one room to breathe, and grow and create jobs. On child care, education, regulation, it's a matter of trust --- trusting Americans to make their own choices. The point is not to let people fend for themselves. Americans are a generous people; and government must never shirk its responsibilities. But programs have to give people a hand- up and trust human ingenuity to take it from there. You'll find a good example of what government can do right here at Outlook. Last April, I challenged the nation's governors to join me in helping our young people enter the world of work. I am particularly concerned about teenagers who want to work want to learn a skill but may be tempted to drop out of school. True to form, Gov. Tommy Thompson is already reaching out to these young people, along with concerned businessmen and community leaders. The youth apprenticeship program will encourage these kids to complete a sound high-school education, while getting on-the-job training at companies like Outlook. This program connects education with the real world of work. 6 Government can help make that connection -- and I salute Gov. Thompson for helping me create a workforce that's up and ready for the challenges of the next century. So I believe we can give Americans the tools and then it's a matter of trust -- trusting Americans to make their own choices. And when it comes to the most pressing issue of this election year -- revving up our economy -- forgetting this idea of trust is not just a nuisance; it can be downright dangerous. The revolutions of the past few years herald a new era of global economic competition, with free markets from Siberia to Santiago. Can the U.S. compete now that everyone is playing our game? I know we can. Despite all the criticism you've heard lately, keep in mind a few facts. We are the largest economy in the world. Inflation, the Willie Sutton who robs the middle class of dreams, has been put safely behind bars. The last time interest rates stayed this low, the Brady Bunch hadn't even started re-runs yet. Despite all the stories about our problems, our workers are still the most productive in the world -- more productive than the English, the Germans, the Japanese. But while our economy is growing, it must grow faster. The question is: how do we do it? The other side suggests a simple two-part solution. First, jack up government spending! And then: raise taxes! Now as you evaluate their idea, keep this in mind. Here in Wisconsin, whether you like it or not, you already work 126 days 7 just to pay your taxes -- before you earn a single dime to spend on your family. I don't think I have to ask -- does anyone want to go for 127?// All this talk of spending and taxes causes me to wonder if the other side is a little hard of hearing. Abraham Lincoln spoke of government "of the people, by the people, for the people.' But they seem to keep saying of the government, by the government, and for the government. They're hard to dissuade. I'll give you a great example. In January I proposed a common-sense, comprehensive plan to get this economy moving faster, now. The first sound of a strong economy is usually the sound of hammers pounding away at new homesites. So I proposed tax incentives to build new homes, and a $5,000 tax break for families who want to buy their first one. Here in Wisconsin, that equals nine months of mortgage payments on the average house. I understand that private enterprise is the horse that pulls our wagon -- no government program ever created a real job ((although government did keep Johnny Carson in business for 30 years) ) So I proposed incentives for businesses to grow and hire. It's estimated those incentives would have spurred the creation of at least half a million jobs if they had been approved when I proposed them. 8 But they weren't approved. Instead, Congress sent back what you might call an "anti-trust" program. New government spending, and new taxes. So I sent their plan back. I told them to try again. But they still haven't done anything. And it leads me to a theory. In your business, certain numbers mean something. Number 16 is Joe Montana, Number 34 is Nolan Ryan, Number 33 is Patrick Ewing. But there's another number that tells you all you need to know about what's wrong with Washington: Number 38. That's how many years the same party has had control of Congress. I say it's time to trade in old Number 38. Give me a Republican Congress so America can stay Number One. You see it all comes down to a question of trust. I trust you to spend and save your money more wisely than any budget planner in Washington. This is common sense, and I agree. But there's a certain type of person attracted to government for whom the word "trust" has a strange meaning. Most of them have spent their lives in government, and don't have much experience in the real world. They say they want to "put people first." But if you look closely at what they're advocating the people they put first are all on a government payroll. A leader of a free people must understand that government can not only help, it can hinder. He must have the confidence to say: "I trust you." I trust the people. // 9 Yes, America will change, just as we have changed the world. The question now is: Who will change America for the better? Trust me when I tell you this: it won't be a team of economists from Harvard, or a gaggle of social scientists from a Washington think tank. If you want to know who's going to change America -- look around you. It's going to be the guy who works an extra shift every week so his son can go to the school of his choice. It's going to be the small businesswoman who takes a risk on a new product. The computer hacker working in a lonely garage, the merit scholar from South Central L.A., the entrepreneur with a future as big as his dreams. There's your answer: The American people are going to change America. But only if they have a government with the wisdom to know its own limits, with a leadership who knows where the true American imagination lies. Countries around the world have at long last understood the power of trusting the people. America will change by reaffirming the lesson it has taught the world -- by trusting a leader who trusts you. Thank you and God bless you, and God bless the United States of America. # # To MICHELLE Date Time 9:40 WHILE YOU WERE OUT M RICKBERG Phone 608 264 6181 of Area Code TELEPHONED Number PLEASE CALL Extension X CALLED TO SEE YOU WILL CALL AGAIN WANTS TO SEE YOU URGENT RETURNED YOUR CALL Message Operator AMPAD EFFICIENCY® 23-023 CARBONLESS Mich: 5-7 128 days Wise : 5-5 126 days (Provost/Ferguson/Grossman) July 24, 1992 WISCONSIN Draft One PRESIDENTIAL REMARKS: OUTLOOK GRAPHICS NEENAH, WISCONSIN 100/2 billioncards JULY 27, 1992 2:00 PM 300 per pusin Thank you and good afternoon everyone. (Acknowledgments) cards I can't tell you what a pleasure it is to be here. For any sports fan, it's a thrill to be at the birthplace of America's John sports trading cards. And for me it's a little humbling, too. I Wrley don't dare ask you how many hundreds of George Bush cards you Outlook have to trade to get even one Michael Jordan. I've come here to talk a little bit about our future about the kind of nation we want for us ... and our children. The world has undergone positive change the past few years. Today our kids worry about the usual things ... about school, friends, about such earth-shattering questions as ... where can I get an of (Magic Johnson) "exclusive edition" card. But I can tell Dream Team card. you one thing they don't worry about ... the specter of nuclear war. Today America is safer than before. Safer than we were a decade ago. Safer than we were a year ago. Safer than we were just a few months ago when I sat down with Boris Yeltsin and eliminated nuclear weapons. Now that we have changed the world it is high time to change America. Time to turn our attention to pressing challenges like how to give a pink slip to our slow-growth 2 economy. How to make our families more like the Waltons than the Simpsons. And how to take back our streets from the crack dealers and the criminals. This election year we are told is about how we can change to meet these challenges. But this election is not just about change, because change has a flip side. It's called trust. When you get down to it, this election will be like every other in history. When you go into that voting booth and pull the curtain behind you: "trust" matters. And that's the way it should be. Many times, in the White House late at night, the phone rings. Usually it's a young aide double-checking the next day's schedule. But occasionally, it's another voice -- more serious, solemn -- carrying news of a coup in a powerful country, or the invasion of an ally halfway around the world. The American people need to know that the man who answers the phone has the experience, the seasoning, to do the right thing. That's trust in the traditional sense. But people who've spent their lives in government forget that trust is even more than that. I'm a Texan -- raised my children there, built my business. I see America as an endless tapestry of people, families and communities. Our heartbeat can be felt in places like Neenah not Washington. And so I believe in a simple philosophy: to lead a great nation you must first trust the people you lead. 3 If you look at almost every important issue we face you see a clear choice in philosophy a choice between those who put their faith in average Americans and those who put their faith in government. Let me explain what I mean. Starting with the basics -- home and family. The most difficult question many parents face is "who will care for the kids while we're working?" A few years ago Washington wanted to help but the idea was to rock the cradle with the heavy hand of the bureaucracy. All the plans boiled down to creating some new kind of government apparatus like a Pentagon for child care. I fought for a different approach and won. Our landmark legislation allows parents not the government to decide whether your children are cared for in a school a relative's home or in church. When it comes to raising children I say: trust the parents. What about our education system? To renew America we must renew our schools we all know this but money alone won't do it. The U.S. already spends more on education per student than almost any other country; but our kids still trail most of the industrial world in crucial areas like math and science education. Again: a lot of ideas floating around, most of them to pump more tax money into the same system. 4 I say try something different. Open up schools to competition and trust you to decide whether you want your kids to learn in a public school, a private school or religious school. When it comes to education again I say: "trust the parents. " I say: Let parents, not the government, choose their children's schools. One more example: health care. We have the finest quality health care in the world -- but costs are through the roof. Four Thirty-seven million Americans a population larger than the state of California are without coverage today, and millions more are worried about losing the coverage they have. We have to change the system. Some propose versions of socialized medicine letting the federal government play doctor. I say take a different way. Give tax credits so people without coverage can buy it and tax incentives so that small businesses can pool their resources and cover more of their people. // When it comes to deciding what doctor? What hospital? I say trust the people to choose. The point is not to let people fend for themselves. Americans are a generous people; and government must never shirk its responsibilities. But programs have to give people a hand- up and trust human ingenuity to take it from there. A good example of what government can do is starting right here at Outlook. Last April, I challenged the nation's governors 5 to join me in helping our young people enter the world of work. I am particularly concerned about teenagers who want to work want to learn a skill but may be tempted to drop out of has been reaching school. True to form, Gov. Tommy Thompson reached out to these n young people. His apprenticeship program will encourage them to complete a sound high-school education, while getting on-the-job training at companies like Outlook. This program connects education with the real world of work. Government can help make that connection -- and I salute Gov. Thompson for helping me create a workforce that's up and ready for the challenges of the next century. // So I believe we can give Americans the tools and then it's a matter of trust -- trusting Americans to make their own choices. And when it comes to the most pressing issue of this election year -- revving up our economy -- forgetting this idea isn't just bad judgment; it could be downright dangerous. The revolutions of the past few years herald a new era of global economic competition, with free markets from Siberia to Santiago. Can the U.S. compete now that everyone is playing our game? I know we can. Keep in mind we are the largest economy in the world. Inflation the Willie Sutton who robs the middle class of dreams has been put safely behind bars. The last time interest rates were this low the Brady Bunch hade 4 started Rans wasn even on television. Despite all the stories about our problems our workers are still the most productive in the 6 world -- more productive than the English, the Germans, the Japanese. But while our economy is growing it must grow faster. The question is: how do we do it? The other side suggests a simple two-part solution. First, jack up government spending! And then: raise taxes! Now as you evaluate their idea, keep this in mind. Here in Wisconsin, whether you like it or not, you already work 126 days just to pay your taxes -- before you earn a single dime to spend on your family. I don't think I have to ask -- does anyone want to go for 127? All this talk of spending and taxes causes me to wonder if the other side is a little hard of hearing. Abraham Lincoln talked about government "of the people, by the people, for the people." I think most Americans agree with him. But there are others who keep wanting to say ... government of the people, by the people, on the people. They're hard to dissuade. I'll give you a great example. In January I proposed a common-sense plan to jumpstart the economy, help us over the bumps in the road. I wanted to free up the energies of our entrepreneurs with tax cuts; to give a $5,000 break to young couples trying to buy their first home. Here in Wisconsin, that $5,000 would have been equal to nine months of mortgage payments. If they had passed it when I asked them to ... we could have created 500,000 jobs. 7 So I sent my plan up to Capitol Hill. And I probably don't have to tell you what I got back: a raft of new spending and -- you guessed it -- new taxes. I sent their plan back. I told them to try again. And I'm still waiting. And I'm beginning to get the distinct impression that the only way to get rid of the deadlock in Washington is to clean a little deadwood in Congress. Send me a new Congress that will work with me and I'll get this economy moving faster than Desmond Howard. It all comes down to a question of trust. I trust you to spend and save your money more wisely than any budget planner in Washington. Fortunately, I've been able to do some things on my own to try and jump start the economy. Earlier this year, I announced a moratorium on federal regulations -- to untangle the red tape that ties so many businesses in knots. Is it necessary? Listen to this story. The time had come recently for a government agency to update it's rules on hard hats. That's right: hard hats. And someone in that agency stumbled upon a potential national crisis --- workers being infected from hard hats. The alarms went off. The bureaucratic blood boiled. One small fact was overlooked. There wasn't a single documented case, anywhere in the United States, of anyone getting infected from a hard hat. That didn't deter the bureaucrat. So with the best of intentions, the rule was written: every hard hat must be 8 fix disinfected before one worker passed it to another. Estimated cost to business: $60 million a year. Measurable benefit: slightly less. Luckily, this story has a happy ending, but only because we were there to give it one. We found the regulation before it hit the books, and said: we think America can survive ... without this particular hard hat regulation. But can you imagine what might have happened ... if these enterprising regulator guys had made their way into the vast, unregulated territory of lunch pails and thermos bottles? You'll say this is all common sense, and I agree. But there's a certain type of person attracted to government for whom the word "trust" has a strange meaning. Most of them have spent their lives in government, and don't have much experience in the real world. They say they want to ... "put people first. " But if you look closely ... the people they put first are all on a government payroll. A trustworthy leader of a free people must have the confidence to say: "I trust you. " I trust the people. And you must decide who you trust -- who has the experience, the ideals and ideas -- to find that delicate balance. It must be someone who understands the essential fact of American prosperity -- no government ever created a single job (although it did keep Johnny Carson around for 30 years.) 9 Yes, America will change, just as we have changed the world. The question now is: Who will change America for the better? Trust me when I tell you this: it won't be a team of economists from Harvard, or a gaggle of social scientists from a Washington think tank. If you want to know who's going to change America -- look around you. It's going to be the guy who works an extra shift every week so his son can go to the school of his choice. It's going to be the small businesswoman who takes a risk on a new product. The computer hacker working in a lonely garage, the merit scholar from South Central L.A., the entrepreneur with a future as big as his dreams. There's your answer: The American people are going to change America. But only if they have a government with the wisdom to know its own limits, with a leadership who knows where the true American imagination lies. Countries around the world have at long last understood the power of trusting the people. America will change by reaffirming the lesson it has taught the world -- by trusting a leader who trusts you Thank you and God bless you. # # (Provost/Ferguson/Grossman) July 24, 1992 WISCONSIN Draft Two PRESIDENTIAL REMARKS: OUTLOOK GRAPHICS NEENAH, WISCONSIN JULY 27, 1992 2:00 PM Thank you and good afternoon everyone. (Acknowledgments) It's a great pleasure to be here. For any sports fan, it's a thrill to be with the producers of America's sports trading cards. ((And for me it's a little humbling. I don't dare ask you how many hundreds of George Bush cards you have to trade to get even one Michael Jordan.)) I've come here to talk a little bit about our future about the kind of nation we want for ourselves and our children. The world has undergone remarkable changes the past few years. Today our kids worry about the usual things about school, friends, about such earth-shattering questions as where can I get an Olympic "Dream Team" card. But I can tell you one thing they don't worry about any more -- one thing they might have worried about just a short while ago the spectre of nuclear war. Today America is safer than ever before. Safer than we were a decade ago. Safer than we were a year ago. Safer than we were just a few weeks ago when I sat down with Boris Yeltsin and agreed to eliminate some of the most dangerous nuclear weapons on earth. michele, Mark Samuals called(1622) in he said to call Don Arbuckle atomb (x7340) abou t the anecdotes. Moral John 22 Chris 395-6880 To Michele To Michele Date Time Time 12:55 Date WHILE YOU WERE OUT WHILE YOU WERE OUT M John Morrell M Audy of Phone 6880 of Phone Area Code Number Extension Area Code Number Extension TELEPHONED PLEASE CALL 4 TELEPHONED PLEASE CALL CALLED TO SEE YOU WILL CALL AGAIN CALLED TO SEE YOU WILL CALL AGAIN WANTS TO SEE YOU URGENT WANTS TO SEE YOU URGENT x RETURNED YOUR CALL RETURNED YOUR CALL Message Message see him URGENT JOH Operator Operator AMPAD EFFICIENCY® 23-023 CARBONLESS AMPAD EFFICIENCY® 23-023 CARBONLESS To Michele Date Time 12:50 WHILE YOU WERE OUT of M John Manel Phone Area Code Number Extension TELEPHONED PLEASE CALL CALLED TO SEE YOU WILL CALL AGAIN WANTS TO SEE YOU URGENT RETURNED YOUR CALL Message JOH Operator AMPAD EFFICIENCY® 23-023 CARBONLESS City/State: NeeNah, WI Event: Outlook Graphics Date: July 22 , 1992 OFFICE OF PRESIDENTIAL ADVANCE event date: 7/27/92 CONTACT SHEET Name Office Phone Number Presidential Advance Office 202/456-7565 Presidential Advance Fax Number 202/456-2820 UlNNie Mincy Presidential Advance 456-7565 Peggy Hazeling Presidential Advance 202/456-7565 John Herrick " " Jim Milslagle Banta Corp 722-7777 Scott Schnoller Wisconsin Dept. of Advistration (608) 267-2704 JiLL HANSON BUSH-QUAYLE '92 202-336-7145 Tim Alexander U.S. Secret Service 202-395-6074 RUSTY SCHORSEN MILITARY AIDE (202) 395 - 1347 Russ CANCILLA Military AndE 202-395-1747 BOB MARLOW WHITE HOUSE ADVANCE 202-754 7565 DAVE ERDMANN OuTLook 414-722-2333 John Wiley Outlook. 414-722-2333 ED WALTERS WH SPEECHWRITING (202)456-7750 fax (202)456-6218 MICK CHANDRANI U.S. SECRET SERVICE (414)733-8000 CLIFF DECKARD U.S Secret Service 414-297-3587 GARY R. GROTH, U.S. Secret Service 733-8000 LYNN R. PETERS FOX CITIES CHAMBER 734-7101 Craig Bergstrom W.H. Press Advance 733 - 8000 SCOTT FASSETT W. H. PRESS ADVANCE LEAD 733-8000 GREG HUNT Fox Cities Chamber of Commerce 734-7101 Mark Flexing Banta Corp. 722-7777 RICHARD AUSTIN OUTLOOK GRAPHICS -SECURITY MGR. 414-731-0505 MARK BARNETT WHITE HOUSR COMMUNICATIONS (202)757-2442 GORDON ERRINGTON WHITE HOUSR comm (202) 757-5000 DAW BARKLOW Ats Coller WHITE House ADVANCE Outlook Graphics (202)456-7565 414 722 2333 Mailing Address: Tommy G. Thompson Post Office Box 7868 Governor Madison, WI 53707-7868 James R. Klaumer Secretary State of Wisconsin Department of Administration 101 South Webster Street Madison, Wisconsin July 24, 1992 TO: Michelle Nix FROM: White Rick Wisconsin Berg House Rz Administration RE: Background Information I have attached a variety of documents which provide perspective and background on the Wisconsin Youth Apprenticeship System and our overall school-to-work initiative. I have provided more information than what you may want and some of what I have sent you may have, but I felt - in this case - more is better. I should also note that the paper entitled: "A Discussion Paper: Wisconsin's Youth Apprenticeship Program" was accepted by the Executive Cabinet for a Quality Workforce and is the official framework for Wisconsin's Youth Apprenticeship System. If I can assist in any other way with your efforts on behalf of the President's anticipated visit to Wisconsin, please call me at 608-264-6181 or at home over the weekend at 608-277-0763. JUL-24-'92 FRI 00:01 B WISCONSIN YOUTH APPRENTICESHIP SYSTEM 1) In 1991, legislation was enacted and signed into law which created Wisconsin's Youth Apprenticeship System. The word "system" is important because this is not a stand-alone, job training program (like Arkansas), but is instead a key part of an ambitious education reform movement, which links improvement in education to improvement in workforce quality. Wisconsin's Youth Apprenticeship System is part of the state's overall School-to-Work Initiative, which also includes Tech-Prep and college-prep. The thrust is to broaden student options while still in high school by identifying major pathways to success, i.e. high skill, high wage jobs. This system is designed to better link school work to the world of work and, in the process, provide for a higher skilled workforce. The Youth Apprenticeship system is under the direct supervision of the Department of Labor, Industry & Human Relations, but operates with significant input and involvement from the state's Vocational, Technical and Adult Education system, the Department of Public Instruction, local school districts, business and labor. 2) on September 3, 1991, Governor Thompson signs Executive Order #127 (copy attached) which creates the Executive Cabinet for a Quality Workforce. The Executive Cabinet brings together leaders from. government, business, education and labor. Executive Cabinet is chaired by James Klauser. The Executive Cabinet is charged with the responsibility of implementing Wisconsin's school-to-work initiative, notably the Youth Apprenticeship System. * In January, 1992, the Executive Cabinet created 'Implementation Groups' which were to assist the Executive Cabinet in developing recommendations for implementation of the school-to-work initiative. One of these groups was the Printing Implementation Group (list of members is attached). This group was chaired by Jim Milslagle of Banta Corporation, In April, 1992, the Printing Implementation Group came back with a set of recommendations for developing a printing youth apprenticeship program. These recommendations were adopted by the cabinet and implementation for the fall of 1992 was underway. six companies in the Menasha/Neenah/Appleton area form a consortium to support the work-based training component in the Fox River Valley Printing Youth Apprenticeship System. Banta continues to lead the way. Rather than attending their 'home' high schools, enrolled students will receive on-site, work-based training through one of these companies and will receive classroom instruction through local VTAE campus. At the end of the two-year program, they will receive a high school degree along with a certificate of occupational proficiency which will have currency throughout the state. At about the same time, John Torinus, President of Serigraph Printing in West Bend and a member of the Printing Implementation Group, was working on establishing a similar program between Serigraph and the West Bend School District. This program has also enrolled students for this fall. 3) Why is this important. Wisconsin is the first state in the nation to pass and implement legislation creating a youth apprenticeship credentials system (Arkansas legislation predated Wisconsin by months, but allows only for demonstration projects and is not as fully developed as our initiative). This is an example of what can be accomplished when business, government, education and labor work together on behalf of children. Contrast this with a congress unwilling to move on the Presidents federal initiative, which more or less parallels the Wisconsin system. Program provides, at the same time, high school diploma and a certificate of occupational proficiency which opens direct access to the world of work, advanced standing in a traditional apprenticeship program, credits in a technical college or admission to a four-year university. This system allows Wisconsin to adapt to state's economic and demographic conditions by targeting occupational areas with great potential for career progression and high wages. Links 11th grade students into competency-based classroom instruction with paid and structured work-based employment supervised by industry mentors. Offers the perfect blend of school, which provides theoretical instruction, and the workplace, which supplies the experience and technological literacy to better prepare for high-skill demands of an increasingly competitive workplace. JUL-24-192 FRI ATTACHMENT A The State of isconsing OFFICE OFTHE GOVERNOR EXECUTIVE ORDER #127 Relating to Creating the Exacutive Cabinet for 2 Quality Markforce WHEREAS, the National Governors' Association has found that "changes in global economics and national demographics have heightened demands for improvements in this country's workforce development:* and WHEREAS. the Governor's Commission for & Quality Horkforce and other studies have determined that 2 new long-range strategy for the preparation of Wisconsin's workforce is critical to the state's aconomic future and to the well-baing of its citizens: and WHEREAS, implementing the policy recommendations of the Commission and other studies will require a coordinated effort of state. and local educational, tabor and social service agencies as well as private sector business and labor; and MHEREAS. state government has untque opportunities to faster the coordination needed to establish & sustained workforce readiness initiative: HOH. THEREFORE. I. TOMMY G. THOMPSON. Governor of the State of Wisconsin. by the authority vested in me by the Constitution and the laws of this State. and specifically by Hisconsin Statute section 14.019, do hereby: 1. Establish the Executive Cabinet for a Quality Workforce to oversee implemantation of & new workforce readiness initiative to ensure that Wisconsin's workforce will be world class by the end of the century. 2. Appoint the following members to the Cabinet: a. The Secretary of the Department of Administration. who shall serve as chairman: b. The State Superintendent of Public Instruction: C. The Secretary of the Department Industry. Labor and Human Relations: d. The Secretary of the Department of Health and Social Services; e. The State Director of the Wisconsin Board for Vocational, Technical and Adult Education: f. A member of the University of Hisconsin Soard of Regants: Workfores: g. The chairman of the Governor's Commission for a Quality h. The President of Wisconsin Manufacturers and Commerce: and 1. The President of the Hisconsin AFL-CIO. 3. Direct that the Executive Cabinet for & Quality Horkforce shall: a. Identify and implement. in cooperation with the Department of Public Instruction. the Wisconsin Scard of Vocational. Technical and Adult Education. employers and lagor, the education and training policy cariens needed to prepare high school-age youth for entry into a skilled workforce and other postsacondary career cortons. These cotions should include programs to better prepare these youth for entry into postsacondary education programs (tech-orea and academic prep) and for direct entry into the workforce or apprenticaship programs through work-based learning (a.g. youth apprenticashis programs): D. Identify barriers limiting minorities. vomen and disabled persons access to high skill. high vage employment and design strategies to overcome these barriers. C. Facilitate the effort to implement in statute. by 1995-96. requirements for a Certificate of Initial Mastary as recomended by the Commission for à Quality Horkforce as a prerequisits for participation in job-training opportunities for high school-age youth: d. Identify and implement. in cooperation with the Wisconsin Department or Industry. Labor and Human Relations. employers and labor, the training policies and programs needed to reskill the existing workforce and the uneamloyed: e. Work with the Vocational. Technical and Adult Education system and amployers across the state to improve access to training: f. Contribute to the development of educational and training programs responsive to changing employer skill needs: g. Report annually to the Governor and Legislature on the progress of Hisconsin's workforce readtness initiative: and h. Advise the Governor on Legislative initiatives needed to improve this. 4. Direct the state agencies represented on the Cabinet to provide staff support for the Cabines. 5. Direct the Secretary of the Department of Administration to provide the Cabinet with sums of money that are necessary and proper for the legitimate travel and operating expenses of the Cabinet under Section 20.505(3)(a) of the Wisconsin Statures. IN TESTIMONY WHEREOF. I have hereunts set my hand and caused the Great Seal of the State or Hisconsin at be affixed. Done at the Capitol in the City of Madison this third day of September la the year one thousand nine hundred and sinety-one. Governor By the Governor: Darls. 1,7allette DOUGLAS LA FOLLETTE Secretary of State Tommy G. Thompson Mailing Address: Governor Post Office Box 7868 James R. Klasser Madison, WI 53707-7868 Secretary State of Wisconsin Department of Administration 101 South Webster Street Madison, Wisconsin BACKGROUND PAPER EXECUTIVE CABINET FOR A QUALITY WORKFORCE FEBRUARY 1992 In recent years, a remarkable consensus has emerged on the urgent need to improve the training of American workers. A steady stream of task forces and commissions have painted a bleak picture of a workforce unequipped for the high-tech future and not fully prepared for the needs of today's employers. Without immediate and drastic changes in our educational and job training systems, they warn, America will continue to lose high-wage, high-skill jobs to overseas competitors. The situation was summed up by the title of the influential report of the Commission on the Skills of the American Workforce: "America's Choice: High Skills or Low Wages." A number of forces have combined to produce this situation. Low-skill, high-wage jobs of past decades have fled to cheaper foreign labor markets. High paying jobs have become more and more demanding, requiring higher levels of technical competency and often postsecondary training. The nation's economy has become increasingly globalized, with even small companies facing fierce competition from foreign firms. while the world is becoming smaller, more competitive, and more complex, American young people emerge from school equipped with the skills needed thirty years ago. They receive little job training and career education and are competent only in the most basic academic skills. While other nations have sophisticated job training systems and hold all their students to high achievement standards, we ignore our non-college bound students and rank at the bottom of international academic achievement tests. Since expanding access to higher education has been a principle goal, we have provided the non-college bound with a weak curriculum and almost no preparation for life after high school. We have failed to articulate clear performance standards for either the college bound or non-college bound and have avoided establishing methods of assessing their performance. As a result of these trends, employers have found it increasingly difficult to find enough skilled workers to meet their needs. While their international competitors can draw on a pool of highly trained workers, American firms lack the personnel to remain competitive or expand. Already the economy is showing the effects: high trade deficits, low productivity growth, and flat earnings. Two recent state commissions, the "Governor's Commission for a Quality Workforce," chaired by Carl Weigell of Motor Castings Co., and the "Joint Task Force on Implementing Occupational Options in Wisconsin," chaired by James Haney, president of Wisconsin Manufacturers and Commerce, concluded that Wisconsin faces similar problems. Among their findings were: * 60 percent of employers face rising skill requirements in the next five years; 90 percent find it difficult to find skilled workers; 72 percent say a shortage of skilled workers has hurt their productivity; 25 percent rate the basic skills of their front-line workers as poor, citing problems with writing, reading, and using fractions; 70 percent of Wisconsin students do not obtain a college degree; Only 11 percent of high school graduates enroll in a technical college after graduation. Another troubling sign for Wisconsin's economy is the amount of remedial instruction and training the state's businesses and postsecondary institutions must provide. Approximately 19 percent of the VTAE system's 409,000 students are enrolled in some type of remedial course, at a cost of about $51 million. Of freshman entering the University of Wisconsin System in the fall of 1990, 10 percent needed remedial instruction in English; 20 percent required remediation in mathematics. In addition, roughly one third of workers entering the carpentry apprenticeship program perform unsatisfactorily on a test of basic math skills. Along with consensus about the problem, there is also wide agreement in the state on how to solve it. Following the recommendations of national reports, the Weigell and Haney commissions, and State Superintendent of Public Instruction Dr. Herbert J. Grover's School-to-Work Initiative, the state will introduce three options, college prep, tech prep, youth apprenticeship, at the high school level. The Youth Apprenticeship Program is patterned after the highly-touted German system of worker training. All students will also take a tenth grade "gateway assessment", the results of which will help them plan future education and training options. For their last two years of high school, students will be able to choose either a college prep program, a tech prep program or a youth apprenticeship program. The latter will involve a combination of technical training, either at the high school or a technical college, and actual work- based experience. Students will earn not only a high school diploma but also a youth apprenticeship certificate of competency in specific technical areas. Both the Weigell and Haney commissions also recommended that technical colleges upgrade the quality and accessibility of their programs to improve the training of the current workforce. The state's policymakers, educators, and business and labor leaders have been hard at work implementing reforms to improve workforce quality. In fact, the state leads the nation in the development of school-to-work initiatives. Wisconsin is the first state to pass legislation enabling the development of a statewide youth apprenticeship program. In addition, the state will allow high school students to enroll in courses for high school credit in the state's public and private colleges and VTAE system starting in the 1992-93 school year. A tenth grade Gateway Assessment package is currently under development. To oversee the implementation of these programs, Governor Thompson formed the Executive Cabinet for a Quality Workforce through an executive order on September 3, 1991. The members of the Executive Cabinet are: James Klauser Secretary, Department of Administration, Chairman Herbert Grover State Superintendent of Public Instruction Carol Skornika Secretary, Industry, Labor & Human Resources Gerald Whitburn Secretary, Health & Social Services Dwight York Director, Vocational, Technical & Adult Education Erroll Davis Member, University of Wisconsin Board of Regents Carl Weigell Chairman, Governor's Commission for a Quality Workforce James Haney President, Wisconsin Manufacturers and Commerce Jack Riehl President, Wisconsin AFL-CIO The Executive Cabinet is not a study group, but an implementation team. Close cooperation between several state agencies and input from the state's business, labor and education communities are crucial to the success of the workforce initiatives. The cabinet was created to coordinate the efforts of these groups. In January 1992, the Executive Cabinet created four "implementation groups.' Two of the groups are charged with creating apprenticeship programs in printing and metalworking, to be ready for the 1992-93 school year. The third group will overhaul counseling services for students and workers, and the fourth will develop a Milwaukee Initiative. Preliminary reports from these groups are expected in mid to late April. Fact Sheet In a recent 15 nation assessment of student achievement, the United States ranked second to last in mathematics and third from the bottom in science. American productivity growth is only one third of what it was in the 1960s. Real average weekly earnings have dropped 12 percent since 1969. Over the past 15 years, the earnings gap between white collar professionals and skilled tradespeople has increased from two to 37 percent. 25 million workers will need to upgrade their skills in the 1990s if the nation's employment needs are to be met and productivity gains made. A recent survey of Wisconsin employers reveals that -- 60 percent face rising skill requirements in the next five years -- 90 percent find it difficult to find skilled workers -- 70 percent say a shortage of skilled workers has hurt their productivity -- 25 percent rate the basic skills of their front-line workers as poor, citing problems with writing, reading, and using fractions. A University of Wisconsin study predicts the state's economy will add 30,000 new jobs in the 1990s,an increase of 12 percent, while the population will grow by only 3.2 percent. 70 percent of the state's workforce in the year 2000 is already working. 70 percent of jobs in the state require significant specialized preparation and training beyond high school, and 60 percent of new jobs will be in high wage/high skill occupations. Only 11 percent of Wisconsin high school graduates go on to technical colleges, compared with 22 percent nationwide. Many executives cite a lack of skilled people as the Milwaukee area's biggest economic problem. 19 percent of VTAE students take remedial courses, at a cost of 51,000,000. Ten percent of freshman entering the UW System need remediation in English, 20 percent do in math. A Discussion Paper: Wisconsin's Youth Apprenticeship Program February 1992 EXECUTIVE SUMMARY The Youth Apprenticeship Program is one part of a broader effort to improve the transition from high school to work, a registered apprenticeship, and/or where appropriate to two or four year colleges. Youth apprenticeship is explicitly intended to link high school students with business and industry through an integrated education and work-based learning program leading to a statewide credential of proficiency. Wisconsin Statute sec. 101.265 (created by 1991 Wis. Act 39) creates a Youth Apprenticeship Program in the Department of Industry, Labor and Human Relations (DILHR) and requires the agency to cooperate with the Department of Public Instruction (DPI) and the Wisconsin Board of Vocational, Technical and Adult Education (WBVTAE) to develop the program and maintain it statewide. A twelve member Youth Apprenticeship Advisory Council is also created to advise and assist in the design and development of the program. Wisconsin's apprenticeship program has a long (80 years) and well respected history. Apprenticeship, as a learning model, has been used for over 2,000 years. The basic premise of traditional adult apprenticeship programs is that effective learning occurs through doing it. The teaching is done by a skilled crafts person (journey worker) in an actual work situation. Wisconsin's Youth Apprenticeship Program is designed to include important features of it's registered apprenticeship program. Local youth apprenticeship programs will be designed by a consortium of local partners- the schools, the technical colleges, employers, labor organizations, the state's apprenticeship agency and parents and students. The consortium must build on and integrate with other ongoing or developing curricula in the schools which meet district and state high school graduation standards. At the same time, all programs must include the following core elements: Prerequisite completion of career awareness/exploration and/or Education for Employment with a career counseling component and satisfactory performance on the 10th Grade Gateway Assessment. Structured, sequenced classroom instruction linking academic and work-based learning. Work-based learning (on-the-job training) that follows a systematic schedule of identified work activities. Classroom instruction and work-based learning are competency-based. Classroom instruction and work-based learning are integrated. On-the-job training (work-based learning) is provided by a skilled mentor. On-the-job training (work-based learning) is in a skilled occupational area. Program completers receive a state certificate of academic and occupational proficiency. Completers receive a high school diploma. The certificate of proficiency translates into eligibility for work experience credit in a traditional apprenticeship, advanced standing or credit in a technical college program and/or facilitated entry into a four year college program. TABLE OF CONTENTS I. INTRODUCTION Page A. Program Objectives 1 B. The Program's Policy Approach 2 C. Apprenticeship as a Model for the Transition From School to Work 3 D. Other Features of the Youth Apprenticeship Program 4 II. A YOUTH APPRENTICESHIP MODEL FOR WISCONSIN A. The Youth Apprenticeship Model Coordinated with Tech-Prep 5 B. Governance and Operation of the Youth Apprenticeship Program 7 III. ROLES AND RESPONSIBILITIES OF THE PARTNERS A. Youth Apprenticeship Advisory Council 8 B. DILHR'S Bureau of Apprenticeship Standards (BAS) 9 C. Department of Public Instruction 10 D. Local Public Schools 11 E. Wisconsin Board of Vocational, Technical, and Adult Education 12 F. Technical Colleges 12 G. Employers in the Program 13 H. Industry Trade Groups, Labor Associations 14 I. Labor Organizations (when present) in Participating Employers 14 J. Students in the Program 15 IV. EXPECTED OUTCOMES AND PROGRAM BENEFITS A. For Employers 16 B. For Students 16 WISCONSIN'S YOUTH APPRENTICESHIP PROGRAM I. Introduction The Youth Apprenticeship Program is one part of a broader effort to improve the transition from high school to work, a registered apprenticeship, and/or where appropriate to two or four year colleges. Youth apprenticeship is explicitly intended to link high school students with business and industry through an integrated education and work-based learning program leading to a statewide credential of proficiency. Wisconsin Statute sec. 101.265 (created by 1991 Wis. Act 39) creates a Youth Apprenticeship Program in the Department of Industry, Labor and Human Relations (DILHR) and requires the agency to cooperate with the Department of Public Instruction (DPI) and the Wisconsin Board of Vocational, Technical and Adult Education (WBVTAE) to develop the program and maintain it statewide. A twelve member Youth Apprenticeship Advisory Council is also created to advise and assist in the design and development of the program. A. Program Objectives 1. Improve high school student's transition from school to high skill employment through work-based learning in skilled trade occupations. 2. Provide students with the integrated academic and technical background necessary to qualify them for entry into 2 registered apprenticeship or other high skill training opportunities. 3. Expand the range of skilled training career options for youth: through apprenticeships, technical programs in the Technical colleges (VTAEs) or technologically oriented programs at colleges and universities. 4. Improve student's qualifications/eligibilit for a registered apprenticeship and the opportunity to obtain credit for their program experience. 5. Improve student's ability to apply academic skills in work-based learning situations. 6. Facilitate the entry of minorities and women into apprenticeships and other high skill training opportunities or college. 7. Increase the number of young people preparing for entry into high skill occupations. Employers will have improved access to qualified young people. 8. Involve business, industry and labor in planning, developing, and evaluating the program. Business/industry/labor assistance in curriculum design is particularly important. 9. Enable employers to assess student's skills and potential prior to acceptance into an apprenticeship or employment. 10. Expand employer's interest in and willingness to invest in skills training for their current and potential future workforce. 11. Create a school program that is interesting, enjoyable and challenging. -1- B. The Program's Policy Approach A large variety of school based or work-related activities are currently used on a limited basis to facilitate the school-to-work transition of young people. In school exploratory activities include career exploration classes, career days and classroom presentations by workers in different occupations. Exploratory activities at work sites include job shadowing, short term work experiences, mentoring, and community service. Some schools also sponsor school-based work activities such as cooperative education and participation in youth managed businesses through vocational education programs. The above exploratory and school-based activities must continue in schools and in fact are the fundamental basis for effective youth apprenticeship programs. Students must have knowledge of career options and some experience with occupations if they are to make intelligent choices about their occupational future. All of the above occupationally-oriented activities, including youth apprenticeship, are part of a career education program. Youth apprenticeship programs have a sharper focus. They include a structured academic component integrated with a structured work-based learning experience in a skilled occupational area. Youth apprenticeship programs must be preceded by career exploration and experience with occupational options. Hamilton, in his book Apprenticeship for Adulthood, distinguishes the above exploratory and school-based activities from an apprenticeship. They are described as "apprentice-like" and contain four essential elements. Hamilton identifies five additional required elements for traditional (registered) apprenticeships. Wisconsin's Youth Apprenticeship Program is aimed at developing what Hamilton calls 2 school-based apprenticeship program. In order to facilitate discussion about the program and its objectives, the following terminology will be used: a. Career or work awareness/exploration. School curriculum and work- based exploration of career options in an industry or occupational cluster or orientation to a specific occupation(s) which should precede application to youth apprenticeship program. b. Youth apprenticeship. A program, certified by DILHR, that coordinates and integrates classroom instruction (preceded by career awareness/ exploration) with a work-based employment experience in which the young person remains a student (i.e. is not a registered apprentice), and receives training in a skilled occupational area and/or an occupational cluster. Training Is shorter and less intensively focused than in a registered apprenticeship. C. School-to-work skill training program. All career/vocational exploration, whether in school or a work setting, and school related work-based learning (apprentice-like) activities, including youth apprenticeship. d. Apprenticeship. A federal/state registered program in which the person enters into a contract of service where he/she receives instruction in a trade, craft or business from an employer in consideration for his/her services. The person receives specific occupational preparation as an employee as part of the program. -2- C. Apprenticeship as a Model for the Transition From School to Work Wisconsin's apprenticeship program has a long (80 years) and well respected history. Apprenticeship, as a learning model, has been used for over 2,000 years. The basic premise of traditional adult apprenticeship programs is that effective learning occurs through doing it. The teaching is done by a skilled crafts person (journey worker) in an actual work situation. Wisconsin's Youth Apprenticeship Program is designed to include important features of it's registered apprenticeship program. How Ch. 101 (youth) and Ch. 106 (traditional) apprenticeships are similar: 1. Classroom training and related academic instruction is integrated with on-the-job training for an occupation. 2. Positions are cooperatively developed by an employer, labor representatives, (where appropriate) local schools and technical colleges operating as a consortium and DILHR's Bureau of Apprenticeship Standards (BAS). 3. On-the-job training follows a systematic schedule of identified work activities. A skilled worker serves as the student's mentor on the job. 4, The student receives a salary in payment for limited employment. 5. There is a written agreement for each position. In youth apprenticeship programs, the agreement (called an Employment Training Agreement) is between the employer and the student's school, the student and parents and identifies employer and school program responsibilities. 6. Job performance and related classroom progress integrating academic and technical knowledge are systematically evaluated. 7. DILHR/BAS registers employers and participants in both the adult and youth programs. 8. Successful program completers receive a certificate of achievement. In the case of youth apprentices, the certificate attests to both the academic and occupational proficiency attained in the program. How Ch. 101 (youth) and Ch. 106 (traditional) apprenticeships are different: 1. Although Ch 106 allows those as young as 16 to become registered apprentices, program standards generally require high school completion In fact, most current apprentices are much older- the average age is 27 years old. 2. In youth apprenticeships, classroom training is focused both on applied academics as well as the knowledge and skills needed for a segment of an industry, an occupational cluster, or a job. In registered apprenticeships, related instruction is intensively focused on the skills needed by a specific skilled occupation. 3. Work-based training is broader in youth apprenticeships, may be directed at an occupational cluster and is less intensive in scope than in an apprenticeship. 4. Training on the job is limited to 15-20 hours a week during the school year. -3- 5. The youth is in a student learner status (Ind 72.10(10)). The employer does not have an obligation to hire the student at the completion of his/her youth apprenticeship. 6. Wages are a stipend for participation. A multistep wage progression is not required in the Employment Training Agreement. 7. The Employment and Training Agreement is between the employer, the school as well as the youth and parents because the youth remains a student in school. Student and parents will also sign a program participation agreement with the school. 8. The youth apprenticeship classroom instruction curriculum is competency based. The student's progress, both in the classroom and on the job, is proficiency based rather than solely time based. D. Other Features of the Youth Apprenticeship Program Wisconsin's Youth Apprenticeship Program must also be based on these features: a. Prerequisites: 1. The youth apprenticeship experience must be preceded by (and/or will begin with) a strong career development program. The program includes both career awareness and then a career exploration sequence in the middle and early high school years, including Education for Employment and career counseling. 2. Satisfactory performance on the 10th Grade Gateway Assessment exam (or a proxy until it is available) is required for program entry. b. The program curriculum includes employability skills development (including work related skills such as problem solving, critical thinking and team work) in the classroom and/or at work that can be measured in either a vocational or academic assessment. C. Employers are encouraged to continue summer employment (and wages) which expands and reinforces the student's prior work-based learning (on-the-job training). d. Special emphasis is given to recruiting the participation of employers with high performance work organizations, those who already train apprentices, and/or those who participate in other public job training program efforts (such as JTPA, JOBS and school-based programs). e. Encourages the development of and works with industry training consortia, associations and labor organizations. f. Technical college and BAS registered sponsor recognition and credentialing of youth apprenticeship curriculum (e.g. dual credit, credit for program experience). g. Youth apprenticeship curricula (work-related and integrated academics) may be delivered at either secondary or technical college district facilities or a combination of both assuring satisfaction of high school graduation requirements and, where appropriate, dual credit. -4- II. A Youth Apprenticeship Model for Wisconsin A model is described below. The local youth apprenticeship program consortium must build on and integrate with other ongoing or developing curricula in the schools which meet district and state high school graduation standards. At the same time, all programs must include the following core elements: Prerequisite completion of career awareness/exploration and/or Education for Employment with a career counseling component and satisfactory performance on the 10th Grade Gateway Assessment. Structured, sequenced classroom instruction linking academic and work-based learning. Work-based learning (on-the-job training) that follows a systematic schedule of identified work activities. Classroom instruction and work-based learning are competency-based. Classroom instruction and work-based learning are integrated. On-the-job training (work-based learning) is provided by a skilled mentor. On-the-job training (work-based learning) is in a skilled occupational area. Program completers receive a state certificate of academic and occupational proficiency. Completers receive a high school diploma. The certificate of proficiency translates into eligibility for work experience credit in a traditional apprenticeship, advanced standing or credit in a technical college program and/or facilitated entry into a four year college program. A. The Youth Apprenticeship Model Coordinated with Tech-Prep Wisconsin's 1991 legislative package includes a new school-to-work initiative which requires every school district to implement a tech-prep program. Given the objectives of the tech-prep concept and the universal implementation requirements, it is logical to incorporate some aspects of a youth apprenticeship program as part of the tech-prep curriculum design, particularly applied academics. Preparation for both a youth apprenticeship program and tech-prep curriculum would start in the junior year of high school. It would necessarily build upon career awareness activities in middle school and career exploration activities in the beginning high school years. Young people will not be able to make intelligent (even if preliminary) career choices without exposure to a variety of business and industry settings and occupations to be found in them. Program entry would be determined by interest, passage of the 10th grade gateway assessment (DPI) (or a proxy) and the availability of an approved job (Local School with DILHR/BAS assistance). Prior to program entry, students would complete all of their regular 9th and 10th grade academic subjects- English, math, social studies and science. Upon entry, students could participate in the tech-prep curriculum and take applied academic courses to assure completion of high school graduation requirements. During the -5- junior year, related courses could be technical courses in math, science and communications arts. As a prerequisite to formally entering a Youth Apprenticeship Education and Training Agreement in the fall of their junior year, students must have completed an approved industry-specific survey course (at either the work site and/or in a school setting) which includes an overview of the technology requirements, occupational options, wage and employment expectations. This course will be developed cooperatively with business, local schools, technical colleges and, where appropriate labor. This course and/or its equivalent can be taken as part of the regular academic year during 10th grade or as a Program. summer program immediately preceding fall enrollment in the Youth Apprenticeship Note: The components of this course could be incorporated into the first semester of the student's junior year until the Youth Apprenticeship Program is fully implemented. This course does not substitute for the prerequisite career and guidance activities which must precede participation in the Youth Apprenticeship Program. Once youth apprentices enroll as juniors, their time would be appropriately divided between school and work-based learning as specified by the curriculum that meets industry standards for the Youth Apprenticeship Program. Students would take appropriate tech-prep courses and industry-specific courses developed by the local school district, employers, technical college and approved by BAS. Students would also schedule any other academic instruction to assure high school graduation. Work-based learning would generally be paid employment under the terms specified by the Agreement. The amount of time employed for payment will vary according to 1) industry training standards 2) the amount of related instruction appropriate to skill development and 3) recognized by the high school to meet graduation standards. Students, involved with work-based learning and related instruction, would receive high school credit. Upon successful program completion, students would receive high school diplomas, certificates of academic and occupational proficiency to be used for direct employment or assistance in obtaining registered apprenticeships, and/or entry and advanced placement into technical college, Vocational or Associate of Arts programs. The training agreement, involving students, employers, instructors, parents, and school authorities, sanctioned by BAS, would provide for appropriate exit points generally associated with the school semester or summer employment. Employers would be encouraged to hire youth apprentices either as part of the industry-specific course in the summer prior to their junior year or in the summer preceding their senior year. The length of the training agreement may exceed the two years of high school-related time as cooperatively developed with either the technical college and/or, where appropriate, registered apprenticeships. Four industries have been targeted for initial consideration: printing, health, finance and metals. Other industries and specific businesses or firms would also be encouraged to participate. DILHR resources would primarily be used to support the statewide administration of the program and the establishment of standards. The curriculum for high school integrated and applied academics and agreements on related technical college coursework will be developed by DPI under an interagency agreement with DILHR. -6- B. Governance and Operation of the Youth Apprenticeship Program Wisconsin's Youth Apprenticeship Program will be designed and implemented by three state agencies, DILHR, DPI and WBVTAE, with the assistance and advice of the Youth Apprenticeship Advisory Council (created and defined in 1991 Wis. Act 39). The Act also calls for DILHR to administer available program funds. The Council includes the following membership: One technical college administrator Three vocational instructors One high school administrator Three high school teachers Two representatives of business Two representatives of labor -7- YOUTH APPRENTICESHIP PROGRAM SUMMARY OF STATE PARTNER ROLES AND RESPONSIBILITIES STATE LEVEL PARTNERS Executive Cabinet Youth ROLES/ Industry Trade for A Quality Apprenticeship Groups, Labor RESPONSIBILITIES Workforce Advisory Council DILHR/BAS DPI WBVTAE Associations Policy Development Program Design Evaluation/Monitoring State-wide Administration Technical Assistance Registration/Program Approval Curriculum Design Industry, Occupation Selection Develop Gateway Assessment Career Development Activities Competency Certification Design Work Requirements Public Info/Progress Reports Design Recordkeeping Design School Staff Training Design Employer Staff Training Promotion Employment Training Agreements Credit for Program Participation Employability Skills Development Participant Assessment YOUTH APPRENTICESHIP PROGRAM SUMMARY OF PARTNER ROLES AND RESPONSIBILITIES LOCAL PROGRAM PARTNERS Laber ROLES/ Local Education Technical Organizations Parents/ RESPONSIBILITIES Agencies Colleges Employers (where applicable) Students Develop Local Training Consortiums Program Administration Monitoring Curriculum/Competency Development Occupations in Program Gateway Assessment Career Development Activities Select Participants Employment Training Agreement Student Participation Agreement Employment Skills Activities Program Mentors School Staff Training Employer Staff Training Recordkeeping Promotion III. ROLES AND RESPONSIBILITIES OF THE PARTNERS A. Youth Apprenticeship Advisory Council: 1. Assist in the identification of work-based learning requirements for the Wisconsin Youth Apprenticeship Program. Review program development guidelines. 2. Provide implementation advice on the program in such areas as: criteria for selecting industries and occupational areas for youth apprenticeships; program location decisions; curriculum design and content; establishing standards for proficiency and student performance rating criteria; ensuring equitable access and completion by members of special populations nd minorities; promotion strategies and program advocacy; program evaluation; the elements of Employment Training/Student Participation agreements. 3. Review and rate industry applications to open Youth Apprenticeship Program opportunities. 4. Encourage the development of industry and association training consortia. 5. Provide the policy framework for completing legislatively required reports, program design and budget recommendations. & B. DILHR'S Bureau of Apprenticeship Standards (BAS): 1. Take lead responsibility (with cooperation from the other program partners) in the design, development and administration of the program funds. 2. Staff the Youth Apprenticeship Advisory Council. 3. Identify, review and approve (with the assistance of other program partners) potential employers and solicit their involvement. Other agencies with expertise in job development, such as the Job Service, Private Industry Councils and Job Centers will also be encouraged to assist with this activity. 4. Develop a plan and interagency agreement (with DPI and WBVTAE) on program objectives, record keeping requirements, information sharing, school and employer staff training, technical assistance availability and monitoring. 5. Develop a training program for participating employers (DPI will lead in curriculum development). 6. Develop (in cooperation with DPI) Employment Training Agreements and structured work schedule requirements for students. 7. Certify youth apprenticeship program employers and youth apprentices. 8. Develop (in cooperation with business/industry) and grant (in cooperation with local education agencies and/or technical college districts) certificates of occupational proficiency. 9. Design and implement a youth apprenticeship program evaluation process. Regularly review program performance and report results to the Council and cooperating agencies. 10. Develop (in cooperation with the Council and other agencies) record keeping requirements and monitor local employer compliance with program requirements. 11. Seek improved entry and credit for experience in Ch. 106 apprenticeships for Ch. 101 youth apprenticeship program completers. 12. Coordinate/share information on the youth apprenticeship program with the Apprenticeship Advisory Council, the Wisconsin Jobs Council and the Executive Cabinet for a Quality Workforce. -9- C. Department of Public Instruction: 1. Take the lead responsibility, through an interagency memorandum of understanding, in the development of competency based, integrated academic, technical and work-based curriculum (in cooperation with WBVTAE, business, industry and labor) based on industry or occupational standards. 2. Provide leadership and assistance to the public schools in the development of career/vocational exploration activities and other programs that provide students with occupational experiences that support entry into youth apprentice programs. 3. Provide program designs that include generic employability skills and knowledge (such as problem solving, critical thinking and decision making) general enough to be transferable to a broad range of work situations. 4. Participate in the development a state management plan (with DILHR and WBVTAE) which specifies program objectives, record keeping requirements, information sharing, school and employer staff training, technical assistance availability and monitoring responsibilities. 5. Promote legislative standards that ensure that high school graduation credit for work-based learning (OJT) is transferable within and between school districts for participants in the program. 6. Monitor local school program operations. 7. Lead in the development of staff orientation and training materials for secondary teachers, coordinators and counselors. Provide technical assistance on staff training for local education agencies participating in the youth apprenticeship program. 8. Develop a marketing and counseling strategy for getting parents and students interested in participating in the program. 9. Take lead responsibility for development (with the assistance of DILHR and WBVTAE) of a Youth Apprenticeship Program curriculum resource guide. 10. Develop Gateway Assessment and (in cooperation with business, DILHR and WBVTAE) recommend proficiency levels for application to the program. 11. Participate in other activities as noted above (B 6, B 8, B 10). -10- D. Local Public Schools: 1. Administer 10th Grade Gateway Assessment as youth apprenticeship entry criteria. 2. Develop and maintain career development curricula (career awareness and exploration) that provide students with occupational experiences and preparation for entry into the youth apprenticeship program. 3. Develop or utilize/modify curriculum to support industry and DILHR approved competency based program standards. 4. Integrate applied academic courses and cooperative learning to support high school diploma for work-based learning. 5. Select (with employer assistance) youth apprenticeship program participants. 6. Notify and/or assist DILHR/BAS in finding potential employers for youth apprentices. 7. Complete, with parents and students, a Student Participation Employment Training Agreement with each participant, including school and work-site outcomes, that includes apprentice. a structured schedule of work/training to be provided to the youth 8. Assist students (in cooperation with other partners) in applying to a work-based learning job training site. 9. Provide required supervision and liability indemnification where appropriate, for student learners participating in the youth apprenticeship program. 10. Provide student academic and work-based support services including career counseling (provide case managers). 11. Monitor student academic and on-the-job (work-based learning) progress and ensure that students maintain good standing in both school and at the work site as a requirement for continuation in the program. 12. Manage the local youth apprenticeship program and provide the DPI and DILHR with required program and student information. 13. Provide and train staff coordinators, counselors and teachers for the youth apprenticeship program. 14. Allow teachers, coordinators, and counselors who work with the youth apprenticeship program, to participate in staff development and training on the program. 15. Provide course credit for the experiential learning (OJT) of program participants. 16. Cooperate with state agencies conducting on-site program reviews. -11- JUL-24-192 FRI E. Wisconsin Board of Vocational, Technical, and Adult Education: 1. Participate in the development of a state management plan (with DILHR and DPI) which specifies program standards, record keeping requirements, information sharing, school and employer staff training, technical assistance availability and monitoring responsibilities. 2. Assist in the development of competency-based program curricula (including identification of occupational core competencies youth apprentices must master to enter Ch. 106 apprenticeships). 3. Assist in the design of competency-based student assessment materials and procedures. 4. Assist in the design of the training program for participating employers. 5. Promote technical college program access to high school students through post secondary enrollment options. 6. Promote technical college development of secondary/post-secondary education articulation agreements that recognize and credential youth apprenticeship curricula (e.g., dual credit). 7. Assist DPI in the development of a Youth Apprenticeship Program curriculum resource guide, F. Technical Colleges: 1. Assist in identifying potential employers and solicit their involvement. Assist WBVTAE and DPI in the design of a local training program for participating employers. 2. Assist DPI in the design of secondary school curricula and identify occupational core competencies students must master in different occupations. 3. Assist in the assessment of youth apprenticeship occupational competencies. 4. Develop articulation agreements with the CESAs and local education agencies that recognize and credential youth apprenticeship curricula (e.g., dual credit). 5. Make available district program access to high school students where local education agency programming is unavailable. -12- G. Employers in the Program: 1. Commit to hire and train youth apprentices for a minimum of the three school semesters requiring work-based learning. There is no requirement that the employer will hire the youth after high school graduation. 2. Employers should agree to try to continue summer employment (when it can be integrated into school instruction) for their youth apprentices. 3. Select, employ and train youth apprentices on a non-discriminatory basis. 4. Provide career exploration and job shadowing opportunities for those students in the youth apprenticeship program as well as younger students trying to decide about program participation. 5. Organize the youth apprentice's work-based learning experience so that it supports required high school attendance. 6. Supervise youth apprentices through a structured mentoring relationship with a skilled employee in the firm or organization. 7. Evaluate and report on the youth apprentice's on-the-job performance to DILHR/BAS and the high school. 8. Specify, in Employment Training Agreements with high school students and their parents, the structured schedule of work/training to be provided to the youth apprentice. 9. Participate in orientation and staff development activities that prepare supervisors and employees for participation in the program with attention to safety. 10. Advise DPI/local school curriculum committee on competency-based curriculum design and development. 11. Assist in the identification of employee knowledge and entry skill requirements as well as advanced job skill competencies in their business/industry. 12. When there is a collective bargaining agreement, labor and management must cooperate in the design of the youth apprenticeship Employment Training Agreement. 13. Agree to non-displacement of existing workers by youth apprentices. 14. Provide Worker's Compensation coverage for youth apprentices when they become part time employees. 15. Cooperate with the schools and state agencies in scheduling and participating in an annual on-site visit. -13- JUL-24-'92 H. Industry Trade Groups, Labor Associations: 1. Develop a state-wide curriculum for high school student entry into the industry. 2. Assist in identifying critical competency attainments necessary for achieving a certificate of occupational proficiency. 3. Assist in designing competency assessment standards and test procedures. 4. Assist in designing an industry survey course. 5. Obtain program participation commitments of employers in the industry. 6. Assist in designing and implementing a job shadowing program for 7th through 10th graders. 7. Recommend instructor qualifications and certification requirements. 8. Recommend model Employment Training Agreements (including a systematic schedule of identified work activities): 9. Assist in designing and implementing an industry internship for secondary and post secondary teachers. I. Labor Organizations (when present) in Participating Employers: 1. Assist in the identification of employee knowledge and entry skill requirements as well as advanced job skill competencies in their business/industry. 2. Advise on curriculum design and development 3. Provide recommendations on work site orientation and staff training for the youth apprenticeship program. 4. Participate in orientation and staff development activities that prepare supervisors and employees for participation in the program. 5. Provide advice on the development of youth apprenticeship Employment Training Agreements. 6. Provide training and supervision (i.e. the mentor) for youth apprentices. -14- J. Students in the Program: 1. Pass the 10th Grade Gateway Assessment exam or other entry related academic standards. 2. Enter into a Student Participation Agreement with their high school, parents and employer. 3. Maintain good standing at both school and the job as a requirement for continuation in the program. 4. Participate in regular school discussions to review progress and resolve problems. 5. Be accepted for employment with a participating employer and meet all work requirements of the employer for a youth apprentice employee. 6. Conform to the structured work/training schedule identified in their Employment Training Agreement. 7. Complete high school diploma requirements in a timely fashion through integrated academic and technical curricula approved by the school board in cooperation with the VTAE and employer. -15- JUL-24-'92 FRI 10:21 IV. Expected Outcomes and Program Benefits A. For Employers: 1. Improve their ability to meet long term employee needs through contact with potential apprentices/employees. Improve access to qualified young people before they leave high school. 2. Assist in the design of preparatory training of high school students who may enter their apprenticeship program. 3. Expand training in their business and industry. 4. Be registered as a youth apprenticeship training site by the state. 5. Have the opportunity to assess a student's skills and potential prior to the major commitment of an apprenticeship salary and permanent employment. 6. Have access to professional educators and apprenticeship representatives who are supervising the youth apprentices. B. For Students: 1. Be exposed to more extensive career development planning and smooth the transition from school to work or other training. 2. Be paid while receiving structured work-based training for high skill career options (including apprenticeships). 3. Have classroom instruction integrated with training received on-the-job. 4. Receive training from a skilled professional(s) in an actual work situation. 5. Upon successful completion of the program, receive both a high school diploma and a certificate of academic and occupational proficiency. 6. Meet high school graduation requirements by participating in the youth apprenticeship program. 7. Have available testing, evaluation, counseling and job placement services. 8. Have expanded career options because they have the necessary knowledge and skills to enter an apprenticeship, a technical college program, a baccalaureate program or directly into work. 9. Acquire critical thinking, problem solving, decision making, team work and technical and communication skills that will improve their functioning in future employment. 10. Participate in a school program that is interesting, enjoyable and challenging. JG/yapprop-appremt/1/25/92 -16- (Provost/Ferguson/Grossman) July 24, 1992 WISCONSIN Draft One PRESIDENTIAL REMARKS: OUTLOOK GRAPHICS NEENAH, WISCONSIN JULY 27, 1992 2:00 PM Thank you and good afternoon everyone. (Acknowledgments) I can't tell you what a pleasure it is to be here. For any sports fan, it's a thrill to be at the birthplace of America's sports trading cards. And for me it's a little humbling, too. I don't dare ask you how many hundreds of George Bush cards you have to trade to get even one Michael Jordan. I've come here to talk a little bit about our future about the kind of nation we want for us ... and our children. The world has undergone positive change the past few years. Today our kids worry about the usual things ... about school, friends, about such earth-shattering questions as ... where can I get an (Magic Johnson) "exclusive edition" card. But I can tell you one thing they don't worry about the specter of nuclear war. Today America is safer than before. Safer than we were a decade ago. Safer than we were a year ago. Safer than we were just a few months ago when I sat down with Boris Yeltsin and eliminated nuclear weapons. Now that we have changed the world it is high time to change America. Time to turn our attention to pressing challenges like how to give a pink slip to our slow-growth 2 economy. How to make our families more like the Waltons than the Simpsons. And how to take back our streets from the crack dealers and the criminals. This election year we are told is about how we can change to meet these challenges. But this election is not just about change, because change has a flip side. It's called trust. When you get down to it, this election will be like every other in history. When you go into that voting booth and pull the curtain behind you: "trust" matters. And that's the way it should be. Many times, in the White House late at night, the phone rings. Usually it's a young aide double-checking the next day's schedule. But occasionally, it's another voice -- more serious, solemn -- carrying news of a coup in a powerful country, or the invasion of an ally halfway around the world. The American people need to know that the man who answers the phone has the experience, the seasoning, to do the right thing. That's trust in the traditional sense. But people who've spent their lives in government forget that trust is even more than that. I'm a Texan -- raised my children there, built my business. I see America as an endless tapestry of people, families and communities. Our heartbeat can be felt in places like Neenah not Washington. And so I believe in a simple philosophy: to lead a great nation you must first trust the people you lead. 3 If you look at almost every important issue we face you see a clear choice in philosophy a choice between those who put their faith in average Americans and those who put their faith in government. Let me explain what I mean. Starting with the basics -- home and family. The most difficult question many parents face is "who will care for the kids while we're working?" A few years ago Washington wanted to help but the idea was to rock the cradle with the heavy hand of the bureaucracy. All the plans boiled down to creating some new kind of government apparatus like a Pentagon for child care. I fought for a different approach and won. Our landmark legislation allows parents not the government to decide whether your children are cared for in a school a relative's home or in church. When it comes to raising children I say: trust the parents. What about our education system? To renew America we must renew our schools we all know this but money alone won't do it. The U.S. already spends more on education per student than almost any other country; but our kids still trail most of the industrial world in crucial areas like math and science education. Again: a lot of ideas floating around, most of them to pump more tax money into the same system. 4 I say try something different. Open up schools to competition and trust you to decide whether you want your kids to learn in a public school, a private school or religious school. When it comes to education again I say: "trust the parents. If I say: Let parents, not the government, choose their children's schools. One more example: health care. We have the finest quality health care in the world -- but costs are through the roof. Thirty-seven million Americans a population larger than the state of California are without coverage today, and millions more are worried about losing the coverage they have. We have to change the system. Some propose versions of socialized medicine letting the federal government play doctor. I say take a different way. Give tax credits so people without coverage can buy it and tax incentives so that small businesses can pool their resources and cover more of their people. // When it comes to deciding what doctor? What hospital? I say trust the people to choose. The point is not to let people fend for themselves. Americans are a generous people; and government must never shirk its responsibilities. But programs have to give people a hand- up and trust human ingenuity to take it from there. A good example of what government can do is starting right here at Outlook. Last April, I challenged the nation's governors 5 to join me in helping our young people enter the world of work. I am particularly concerned about teenagers who want to work want to learn a skill ... but may be tempted to drop out of school. True to form, Gov. Tommy Thompson reached out to these young people. His apprenticeship program will encourage them to complete a sound high-school education, while getting on-the-job training at companies like Outlook. This program connects education with the real world of work. Government can help make that connection -- and I salute Gov. Thompson for helping me create a workforce that's up and ready for the challenges of the next century. // So I believe we can give Americans the tools and then its a matter of trust -- trusting Americans to make their own choices. And when it comes to the most pressing issue of this election year -- revving up our economy -- forgetting this idea isn't just bad judgment; it could be downright dangerous. The revolutions of the past few years herald a new era of global economic competition, with free markets from Siberia to Santiago. Can the U.S. compete now that everyone is playing our game? I know we can. Keep in mind we are the largest economy in the world. Inflation the Willie Sutton who robs the middle class of dreams has been put safely behind bars. The last time interest rates were this low the Brady Bunch wasn't even on television. Despite all the stories about our problems our workers are still the most productive in the 6 world -- more productive than the English, the Germans, the Japanese. But while our economy is growing it must grow faster. The question is: how do we do it? The other side suggests a simple two-part solution. First, jack up government spending! And then: raise taxes! Now as you evaluate their idea, keep this in mind. Here in Wisconsin, whether you like it or not, you already work 126 days just to pay your taxes -- before you earn a single dime to spend on your family. I don't think I have to ask -- does anyone want to go for 127? All this talk of spending and taxes causes me to wonder if the other side is a little hard of hearing. Abraham Lincoln talked about government "of the people, by the people, for the people. " I think most Americans agree with him. But there are others who keep wanting to say government of the people, by the people, on the people. They're hard to dissuade. I'll give you a great example. In January I proposed a common-sense plan to jumpstart the economy, help us over the bumps in the road. I wanted to free up the energies of our entrepreneurs with tax cuts; to give a $5,000 break to young couples trying to buy their first home. Here in Wisconsin, that $5,000 would have been equal to nine months of mortgage payments. If they had passed it when I asked them to we could have created 500,000 jobs. 7 So I sent my plan up to Capitol Hill. And I probably don't have to tell you what I got back: a raft of new spending and -- you guessed it -- new taxes. I sent their plan back. I told them to try again. And I'm still waiting. And I'm beginning to get the distinct impression that the only way to get rid of the deadlock in Washington is to clean a little deadwood in Congress. Send me a new Congress that will work with me and I'll get this economy moving faster than Desmond Howard. It all comes down to a question of trust. I trust you to spend and save your money more wisely than any budget planner in Washington. Fortunately, I've been able to do some things on my own to try and jump start the economy. Earlier this year, I announced a moratorium on federal regulations -- to untangle the red tape that ties so many businesses in knots. Is it necessary? Listen to this story. The time had come recently for a government agency to update it's rules on hard hats. That's right: hard hats. And someone in that agency stumbled upon a potential national crisis --- workers being infected from hard hats. The alarms went off. The bureaucratic blood boiled. One small fact was overlooked. There wasn't a single documented case, anywhere in the United States, of anyone getting infected from a hard hat. That didn't deter the bureaucrat. So with the best of intentions, the rule was written: every hard hat must be 8 disinfected before one worker passed it to another. Estimated cost to business: $60 million a year. Measurable benefit: slightly less. Luckily, this story has a happy ending, but only because we were there to give it one. We found the regulation before it hit the books, and said: we think America can survive without this particular hard hat regulation. But can you imagine what might have happened if these enterprising regulator guys had made their way into the vast, unregulated territory of lunch pails and thermos bottles? You'll say this is all common sense, and I agree. But there's a certain type of person attracted to government for whom the word "trust" has a strange meaning. Most of them have spent their lives in government, and don't have much experience in the real world. They say they want to "put people first. " But if you look closely the people they put first are all on a government payroll. A trustworthy leader of a free people must have the confidence to say: "I trust you. " I trust the people. And you must decide who you trust -- who has the experience, the ideals and ideas -- to find that delicate balance. It must be someone who understands the essential fact of American prosperity -- no government ever created a single job (although it did keep Johnny Carson around for 30 years.) 9 Yes, America will change, just as we have changed the world. The question now is: Who will change America for the better? Trust me when I tell you this: it won't be a team of economists from Harvard, or a gaggle of social scientists from a Washington think tank. If you want to know who's going to change America -- look around you. It's going to be the guy who works an extra shift every week so his son can go to the school of his choice. It's going to be the small businesswoman who takes a risk on a new product. The computer hacker working in a lonely garage, the merit scholar from South Central L.A., the entrepreneur with a future as big as his dreams. There's your answer: The American people are going to change America. But only if they have a government with the wisdom to know its own limits, with a leadership who knows where the true American imagination lies. Countries around the world have at long last understood the power of trusting the people. America will change by reaffirming the lesson it has taught the world -- by trusting a leader who trusts you. Thank you and God bless you. # # (Provost/Ferguson/Grossman) July 24, 1992 WISCONSIN Draft One PRESIDENTIAL REMARKS: OUTLOOK GRAPHICS NEENAH, WISCONSIN JULY 27, 1992 2:00 PM Thank you and good afternoon everyone. (Acknowledgments) I can't tell you what a pleasure it is to be here. For any sports fan, it's a thrill to be at the birthplace of America's sports trading cards. And for me it's a little humbling, too. I don't dare ask you how many hundreds of George Bush cards you have to trade to get even one Michael Jordan. I've come here to talk a little bit about our future about the kind of nation we want for us and our children. The world has undergone positive change the past few years. Today our kids worry about the usual things about school, friends, about such earth-shattering questions as ... where can I get an (Magic Johnson) "exclusive edition" card. But I can tell you one thing they don't worry about the specter of nuclear war. Today America is safer than before. Safer than we were a decade ago. Safer than we were a year ago. Safer than we were just a few months ago when I sat down with Boris Yeltsin and eliminated nuclear weapons. Now that we have changed the world it is high time to change America. Time to turn our attention to pressing challenges like how to give a pink slip to our slow-growth 2 economy. How to make our families more like the Waltons than the Simpsons. And how to take back our streets from the crack dealers and the criminals. This election year we are told is about how we can change to meet these challenges. But this election is not just about change, because change has a flip side. It's called trust. When you get down to it, this election will be like every other in history. When you go into that voting booth and pull the curtain behind you: "trust" matters. And that's the way it should be. Many times, in the White House late at night, the phone rings. Usually it's a young aide double-checking the next day's schedule. But occasionally, it's another voice -- more serious, solemn -- carrying news of a coup in a powerful country, or the invasion of an ally halfway around the world. The American people need to know that the man who answers the phone has the experience, the seasoning, to do the right thing. That's trust in the traditional sense. But people who've spent their lives in government forget that trust is even more than that. I'm a Texan -- raised my children there, built my business. I see America as an endless tapestry of people, families and communities. Our heartbeat can be felt in places like Neenah not Washington. And so I believe in a simple philosophy: to lead a great nation you must first trust the people you lead. 3 If you look at almost every important issue we face you see a clear choice in philosophy a choice between those who put their faith in average Americans and those who put their faith in government. Let me explain what I mean. Starting with the basics -- home and family. The most difficult question many parents face is "who will care for the kids while we're working?" A few years ago Washington wanted to help but the idea was to rock the cradle with the heavy hand of the bureaucracy. All the plans boiled down to creating some new kind of government apparatus like a Pentagon for child care. I fought for a different approach and won. Our landmark legislation allows parents not the government to decide whether your children are cared for in a school a relative's home or in church. When it comes to raising children I say: trust the parents. What about our education system? To renew America we must renew our schools we all know this but money alone won't do it. The U.S. already spends more on education per student than almost any other country; but our kids still trail most of the industrial world in crucial areas like math and science education. Again: a lot of ideas floating around, most of them to pump more tax money into the same system. 4 I say try something different. Open up schools to competition and trust you to decide whether you want your kids to learn in a public school, a private school or religious school. When it comes to education again I say: "trust the parents. " I say: Let parents, not the government, choose their children's schools. One more example: health care. We have the finest quality health care in the world -- but costs are through the roof. Thirty-seven million Americans a population larger than the state of California are without coverage today, and millions more are worried about losing the coverage they have. We have to change the system. Some propose versions of socialized medicine letting the federal government play doctor. I say take a different way. Give tax credits so people without coverage can buy it and tax incentives so that small businesses can pool their resources and cover more of their people. // When it comes to deciding what doctor? What hospital? I say trust the people to choose. The point is not to let people fend for themselves. Americans are a generous people; and government must never shirk its responsibilities. But programs have to give people a hand- up and trust human ingenuity to take it from there. A good example of what government can do is starting right here at Outlook. Last April, I challenged the nation's governors 5 to join me in helping our young people enter the world of work. I am particularly concerned about teenagers who want to work want to learn a skill but may be tempted to drop out of school. True to form, Gov. Tommy Thompson reached out to these young people. His apprenticeship program will encourage them to complete a sound high-school education, while getting on-the-job training at companies like Outlook. This program connects education with the real world of work. Government can help make that connection -- and I salute Gov. Thompson for helping me create a workforce that's up and ready for the challenges of the next century. / So I believe we can give Americans the tools and then it's a matter of trust -- trusting Americans to make their own choices. And when it comes to the most pressing issue of this election year -- revving up our economy -- forgetting this idea isn't just bad judgment; it could be downright dangerous. The revolutions of the past few years herald a new era of global economic competition, with free markets from Siberia to Santiago. Can the U.S. compete now that everyone is playing our game? I know we can. Keep in mind we are the largest economy in the world. Inflation the Willie Sutton who robs the middle class of dreams has been put safely behind bars. The last time interest rates were this low the Brady Bunch wasn't even on television. Despite all the stories about our problems our workers are still the most productive in the 6 world -- more productive than the English, the Germans, the Japanese. But while our economy is growing it must grow faster. The question is: how do we do it? The other side suggests a simple two-part solution. First, jack up government spending! And then: raise taxes! Now as you evaluate their idea, keep this in mind. Here in Wisconsin, whether you like it or not, you already work 126 days just to pay your taxes -- before you earn a single dime to spend on your family. I don't think I have to ask -- does anyone want to go for 127? All this talk of spending and taxes causes me to wonder if the other side is a little hard of hearing. Abraham Lincoln talked about government "of the people, by the people, for the people. I think most Americans agree with him. But there are others who keep wanting to say ... government of the people, by the people, on the people. They're hard to dissuade. I'll give you a great example. In January I proposed a common-sense plan to jumpstart the economy, help us over the bumps in the road. I wanted to free up the energies of our entrepreneurs with tax cuts; to give a $5,000 break to young couples trying to buy their first home. Here in Wisconsin, that $5,000 would have been equal to nine months of mortgage payments. If they had passed it when I asked them to ... we could have created 500,000 jobs. 7 So I sent my plan up to Capitol Hill. And I probably don't have to tell you what I got back: a raft of new spending and -- you guessed it -- new taxes. I sent their plan back. I told them to try again. And I'm still waiting. And I'm beginning to get the distinct impression that the only way to get rid of the deadlock in Washington is to clean a little deadwood in Congress. Send me a new Congress that will work with me and I'll get this economy moving faster than Desmond Howard. It all comes down to a question of trust. I trust you to spend and save your money more wisely than any budget planner in Washington. Fortunately, I've been able to do some things on my own to try and jump start the economy. Earlier this year, I announced a moratorium on federal regulations -- to untangle the red tape that ties so many businesses in knots. Is it necessary? Listen to this story. The time had come recently for a government agency to update it's rules on hard hats. That's right: hard hats. And someone in that agency stumbled upon a potential national crisis --- workers being infected from hard hats. The alarms went off. The bureaucratic blood boiled. One small fact was overlooked. There wasn't a single documented case, anywhere in the United States, of anyone getting infected from a hard hat. That didn't deter the bureaucrat. So with the best of intentions, the rule was written: every hard hat must be 8 disinfected before one worker passed it to another. Estimated cost to business: $60 million a year. Measurable benefit: slightly less. Luckily, this story has a happy ending, but only because we were there to give it one. We found the regulation before it hit the books, and said: we think America can survive without this particular hard hat regulation. But can you imagine what might have happened if these enterprising regulator guys had made their way into the vast, unregulated territory of lunch pails and thermos bottles? You'll say this is all common sense, and I agree. But there's a certain type of person attracted to government for whom the word "trust" has a strange meaning. Most of them have spent their lives in government, and don't have much experience in the real world. They say they want to "put people first. " But if you look closely ... the people they put first are all on a government payroll. A trustworthy leader of a free people must have the confidence to say: "I trust you." I trust the people. And you must decide who you trust -- who has the experience, the ideals and ideas -- to find that delicate balance. It must be someone who understands the essential fact of American prosperity -- no government ever created a single job (although it did keep Johnny Carson around for 30 years.) 9 Yes, America will change, just as we have changed the world. The question now is: Who will change America for the better? Trust me when I tell you this: it won't be a team of economists from Harvard, or a gaggle of social scientists from a Washington think tank. If you want to know who's going to change America -- look around you. It's going to be the guy who works an extra shift every week so his son can go to the school of his choice. It's going to be the small businesswoman who takes a risk on a new product. The computer hacker working in a lonely garage, the merit scholar from South Central L.A., the entrepreneur with a future as big as his dreams. There's your answer: The American people are going to change America. But only if they have a government with the wisdom to know its own limits, with a leadership who knows where the true American imagination lies. Countries around the world have at long last understood the power of trusting the people. America will change by reaffirming the lesson it has taught the world -- by trusting a leader who trusts you. Thank you and God bless you. # # (Provost/Ferguson/Grossman) July 24, 1992 WISCONSIN Draft One PRESIDENTIAL REMARKS: OUTLOOK GRAPHICS NEENAH, WISCONSIN JULY 27, 1992 2:00 PM Thank you and good afternoon everyone. (Acknowledgments) I can't tell you what a pleasure it is to be here. For any sports fan, it's a thrill to be at the birthplace of America's sports trading cards. And for me it's a little humbling, too. I don't dare ask you how many hundreds of George Bush cards you have to trade to get even one Michael Jordan. I've come here to talk a little bit about our future about the kind of nation we want for us and our children. The world has undergone positive change the past few years. Today our kids worry about the usual things about school, friends, about such earth-shattering questions as where can I get an (Magic Johnson) "exclusive edition" card. But I can tell you one thing they don't worry about ... the specter of nuclear war. Today America is safer than before. Safer than we were a decade ago. Safer than we were a year ago. Safer than we were just a few months ago when I sat down with Boris Yeltsin and eliminated nuclear weapons. Now that we have changed the world it is high time to change America. Time to turn our attention to pressing challenges like how to give a pink slip to our slow-growth 2 economy. How to make our families more like the Waltons than the Simpsons. And how to take back our streets from the crack dealers and the criminals. This election year we are told is about how we can change to meet these challenges. But this election is not just about change, because change has a flip side. It's called trust. When you get down to it, this election will be like every other in history. When you go into that voting booth and pull the curtain behind you: "trust" matters. And that's the way it should be. Many times, in the White House late at night, the phone rings. Usually it's a young aide double-checking the next day's schedule. But occasionally, it's another voice -- more serious, solemn -- carrying news of a coup in a powerful country, or the invasion of an ally halfway around the world. The American people need to know that the man who answers the phone has the experience, the seasoning, to do the right thing. That's trust in the traditional sense. But people who've spent their lives in government forget that trust is even more than that. I'm a Texan -- raised my children there, built my business. I see America as an endless tapestry of people, families and communities. Our heartbeat can be felt in places like Neenah not Washington. And so I believe in a simple philosophy: to lead a great nation you must first trust the people you lead. 3 If you look at almost every important issue we face you see a clear choice in philosophy a choice between those who put their faith in average Americans and those who put their faith in government. Let me explain what I mean. Starting with the basics -- home and family. The most difficult question many parents face is "who will care for the kids while we're working?" A few years ago Washington wanted to help but the idea was to rock the cradle with the heavy hand of the bureaucracy. All the plans boiled down to creating some new kind of government apparatus like a Pentagon for child care. I fought for a different approach and won. Our landmark legislation allows parents not the government to decide whether your children are cared for in a school a relative's home or in church. When it comes to raising children I say: trust the parents. What about our education system? To renew America we must renew our schools we all know this but money alone won't do it. The U.S. already spends more on education per student than almost any other country; but our kids still trail most of the industrial world in crucial areas like math and science education. Again: a lot of ideas floating around, most of them to pump more tax money into the same system. 4 I say try something different. Open up schools to competition and trust you to decide whether you want your kids to learn in a public school, a private school or religious school. When it comes to education again I say: "trust the parents. " I say: Let parents, not the government, choose their children's schools. One more example: health care. We have the finest quality health care in the world -- but costs are through the roof. Thirty-seven million Americans a population larger than the state of California are without coverage today, and millions more are worried about losing the coverage they have. We have to change the system. Some propose versions of socialized medicine letting the federal government play doctor. I say take a different way. Give tax credits so people without coverage can buy it and tax incentives so that small businesses can pool their resources and cover more of their people. // When it comes to deciding what doctor? What hospital? I say trust the people to choose. The point is not to let people fend for themselves. Americans are a generous people; and government must never shirk its responsibilities. But programs have to give people a hand- up and trust human ingenuity to take it from there. A good example of what government can do is starting right here at Outlook. Last April, I challenged the nation's governors 5 to join me in helping our young people enter the world of work. I am particularly concerned about teenagers who want to work want to learn a skill but may be tempted to drop out of school. True to form, Gov. Tommy Thompson reached out to these young people. His apprenticeship program will encourage them to complete a sound high-school education, while getting on-the-job training at companies like Outlook. This program connects education with the real world of work. Government can help make that connection -- and I salute Gov. Thompson for helping me create a workforce that's up and ready for the challenges of the next century // So I believe we can give Americans the tools and then it's a matter of trust -- trusting Americans to make their own choices. And when it comes to the most pressing issue of this election year -- revving up our economy -- forgetting this idea isn't just bad judgment; it could be downright dangerous. The revolutions of the past few years herald a new era of global economic competition, with free markets from Siberia to Santiago. Can the U.S. compete now that everyone is playing our game? I know we can. Keep in mind we are the largest economy in the world. Inflation the Willie Sutton who robs the middle class of dreams has been put safely behind bars. The last time interest rates were this low the Brady Bunch wasn't even on television. Despite all the stories about our problems our workers are still the most productive in the 6 world -- more productive than the English, the Germans, the Japanese. But while our economy is growing it must grow faster. The question is: how do we do it? The other side suggests a simple two-part solution. First, jack up government spending! And then: raise taxes! Now as you evaluate their idea, keep this in mind. Here in Wisconsin, whether you like it or not, you already work 126 days just to pay your taxes -- before you earn a single dime to spend on your family. I don't think I have to ask -- does anyone want to go for 127? All this talk of spending and taxes causes me to wonder if the other side is a little hard of hearing. Abraham Lincoln talked about government "of the people, by the people, for the people. " I think most Americans agree with him. But there are others who keep wanting to say government of the people, by the people, on the people. They're hard to dissuade. I'll give you a great example. In January I proposed a common-sense plan to jumpstart the economy, help us over the bumps in the road. I wanted to free up the energies of our entrepreneurs with tax cuts; to give a $5,000 break to young couples trying to buy their first home. Here in Wisconsin, that $5,000 would have been equal to nine months of mortgage payments. If they had passed it when I asked them to we could have created 500,000 jobs. 7 So I sent my plan up to Capitol Hill. And I probably don't have to tell you what I got back: a raft of new spending and -- you guessed it -- new taxes. I sent their plan back. I told them to try again. And I'm still waiting. And I'm beginning to get the distinct impression that the only way to get rid of the deadlock in Washington is to clean a little deadwood in Congress. Send me a new Congress that will work with me and I'll get this economy moving faster than Desmond Howard. It all comes down to a question of trust. I trust you to spend and save your money more wisely than any budget planner in Washington. Fortunately, I've been able to do some things on my own to try and jump start the economy. Earlier this year, I announced a moratorium on federal regulations -- to untangle the red tape that ties so many businesses in knots. Is it necessary? Listen to this story. The time had come recently for a government agency to update it's rules on hard hats. That's right: hard hats. And someone in that agency stumbled upon a potential national crisis --- workers being infected from hard hats. The alarms went off. The bureaucratic blood boiled. One small fact was overlooked. There wasn't a single documented case, anywhere in the United States, of anyone getting infected from a hard hat. That didn't deter the bureaucrat. So with the best of intentions, the rule was written: every hard hat must be 8 disinfected before one worker passed it to another. Estimated cost to business: $60 million a year. Measurable benefit: slightly less. Luckily, this story has a happy ending, but only because we were there to give it one. We found the regulation before it hit the books, and said: we think America can survive without this particular hard hat regulation. But can you imagine what might have happened if these enterprising regulator guys had made their way into the vast, unregulated territory of lunch pails and thermos bottles? You'll say this is all common sense, and I agree. But there's a certain type of person attracted to government for whom the word "trust" has a strange meaning. Most of them have spent their lives in government, and don't have much experience in the real world. They say they want to "put people first. " But if you look closely the people they put first are all on a government payroll. A trustworthy leader of a free people must have the confidence to say: "I trust you. " I trust the people. And you must decide who you trust -- who has the experience, the ideals and ideas -- to find that delicate balance. It must be someone who understands the essential fact of American prosperity -- no government ever created a single job (although it did keep Johnny Carson around for 30 years.) 9 Yes, America will change, just as we have changed the world. The question now is: Who will change America for the better? Trust me when I tell you this: it won't be a team of economists from Harvard, or a gaggle of social scientists from a Washington think tank. If you want to know who's going to change America -- look around you. It's going to be the guy who works an extra shift every week so his son can go to the school of his choice. It's going to be the small businesswoman who takes a risk on a new product. The computer hacker working in a lonely garage, the merit scholar from South Central L.A., the entrepreneur with a future as big as his dreams. There's your answer: The American people are going to change America. But only if they have a government with the wisdom to know its own limits, with a leadership who knows where the true American imagination lies. Countries around the world have at long last understood the power of trusting the people. America will change by reaffirming the lesson it has taught the world -- by trusting a leader who trusts you. Thank you and God bless you. # # OUTLOOK GRAPHICS IN NEENAH WISC --co prints boxes, baseball cards, football cards, special Desert Storm Cards (pictures of POTUS), will present POTUS with a framed sheet of the Desert Storm Cards --contact: Pres. Dave Erdmann or asst John Wiley (414) 722-2333 --Fox Cities Chamber of Commerce: Greg Hunt (414) 734-7171 --Scot Schmuoller from Wisc Dept of Admin overseeing the apprenticeship (608)267-2704 or Jim Milslagle of Banta CO. (414) 722-7777. --youth apprent prog : take kids from vocational and technical schools, not going to college, etc, have them working in places like this 3 days a week then going to votech 2 days a week --problem: they're not even starting yet, kids starting to train on machines early Can't say it's already been a success need to talk about its promise. --this area has had a lot of growth but people they're selling to are cutting back 600 264-6181 264 Rick Berg JUL-23-1992 10:58 OUTLOOK GRAPHICS 414 727 8529 P.003/013 THE STORYCARDS New line features Berenstain Bears By David Horst Post-Crescont stall writer NEENAH - When Outlook Graphics decided to move from printing trading cards for other companies to developing a line of its own, it decided to go with a proven champion. Da Bears. We' not talking about Ditka and Neal Anderson and the Fridge. These are the real showcase players - the Berenstain Bears. The new line of "story cards" has brought the wildly successful Berenstain Bears characters from the pages of children's books to the craze of trading cards. They began appearing in stores locally within the past couple of weeks and are to go on sale nationwide by early August. Stories of the forthright and lovable bruin family unfold on a series of 72 cards sold in six different packages. The full-color illustrations of creators Jan and Stan Berenstain adorn each side of the cards along with the text of the stories with a strong moral message. Borrowing a device from the old Saturday matinee serials, stories are continued in the next pack, with a new story beginning in mid- pack and continuing again. "It is a lot more than just a trading card," said Cindy Baumgartner, marketing representative for Ken-Wis Inc., the Outlook subsidiary marketing the cards. The Berenstain Bears story cards are not intended to be traded like sports collector cards. They are packaged in sequence, unlike the random packing of trading cards. Each of the six packets is identified by number, and in buying the full set the young customers get four complete stories. Baumgartner said that while other children's story characters have appeared on cards, such as Disney's The Little Mermaid, none has been packaged in this sequential, storytelling manner. The Bears were a high-profile choice for Outlook's first attempt at designing and marketing its own card line. Jan and Stan Berenstain have written and illustrated 83 bear books, having sold more than 150 million copies. Their eager readers and their parents bought 22 million last year alone, for sales of $50 million. The Bears have been a fixture on Publishers Weekly's list of children's best sellers. Outlook publishes the cards through a licensing agreement with King Features, New York. "They're wholesome stories. It's a good product to be involved in," said Outlook president David Erdmann. Baumgartner, in test marketing the cards this spring, observed children playing with them at Clayton Elementary School in Neenah and Bethel Lutheran in Menasha. She said the children seemed to find the cards more personal than a book. The teachers mixed up the numbered cards to test the children's sequencing abilities and also challenged them to predict how a story would end in the succeeding pack. Baumgartner described the cards as having a lot of "playability." Packages two through six contain a sheet of Berenstain Bear stickers with a how-to-draw lesson on the back. The first pack includes a plastic membership card for Bear Country observed with a place saw Extended Page 3.1 for the child to sign. One of the pupils Baumgartner observed saw the card and said, "It's my first charge card." Papa Bear could help out some of his get-rich-quick schemes with the techniques employed in marketing the line of cards. The packs also include a pamphlet containing one of the rules of: "How to get along with your fellow bear." On the flipside is an order blank for Bears paraphernalia such as videos, personalized lunch bags and Berenstain Bears popcorn bowl. The cards carry a suggested retail price of 99 cents per pack, though Baumgartner said they are likely to retail in places for 89 or 79 cents. Badger Periodicals will be distributing them to about 400 stores locally. Erdmann said work is under way on a second series of Berenstain Bears cards, possibly including stories written exclusively for the cards, and and special gift sets will be available for Christmas. Outlook is exploring the possibilities for other licensing agreements as well. JUL-23-1992 10:59 OUTLOOK GRAPHICS 414 727 8529 P.004/013 Outlook Graphics Corp. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE E-LONG-TERM DEBT Long-term debt consists of the following (in thousands): On September 1, 1990, Outlook Label entered into an agreement for industrial development bond financing 1991 1990 in the aggregate principal amount of $4,000,000 with Term loans $ - $6,005 annual principal installments of $400,000 commenc- Revolving loan - 1,600 ing September 1, 1991, with interest at a floating rate Industrial development bonds 4,835 2,245 determined by a remarketing agent (5.75% at May 31, Various notes - 20 1991). As of May 31, 1991, $4,000,000 was outstanding. 4,835 9,870 The revolving loan and the industrial development Less current maturities 426 2,865 bonds are collateralized by the Company's accounts $4,409 $7,005 receivable, inventories, property, plant and equip- ment and the common stock of Outlook Label. TERM LOANS The loans were payable in monthly installments The revolving loan and the industrial development ranging from $13,000 to $55,000 including interest bond obligations are subject to the terms of certain ranging from 11.1% to prime plus .5%. These loans loan agreements which contain provisions setting were paid in full during May 1991. forth, among other things, working capital, net worth and debt to equity requirements, and restrictions on REVOLVING LOAN property and equipment additions, loans, invest- The Company has a $3,750,000 revolving credit ments, other borrowings, management consulting agreement expiring September 12, 1991. Borrowings services, and acquisitions and redemptions of the thereunder bear interest at .5% over prime. The out- Company's stock or the issuance of stock except for standing balance was paid in full during May 1991. cash. Additionally, the Company may not pay cash INDUSTRIAL DEVELOPMENT BONDS dividends without the prior consent of its lenders. On April 1, 1980, the Company entered into an agree- The Company has obtained waivers for certain past ment for industrial development bond financing in actions which otherwise would have constituted vio- the aggregate principal amount of $650,000 with lations of covenants under the loan agreements. The interest ranging from 9.2% to 9.5%, due in annual waivers relate to limitations on additional indebted- principal installments of $55,000 through April 1992. ness and investments in other entities, capital These bonds were retired during May 1991. expenditure limitations, prohibitions on repurchase of stock, limitations on the purchase or the sale and On June 1, 1989, the Company entered into an leaseback of equipment, the issuance of shares of agreement for industrial development bond financing stock and prepayments of outstanding debt. in the aggregate principal amount of $1,300,000 with annual principal installments ranging from $74,000 At May 31, 1991, future maturities of long-term debt to $321,000 commencing on June 1, 1991, with inter- were as follows (in thousands): est at 98% of the prime rate through June 1, 1999. 1992 $ 426 These bonds were retired during May 1991. 1993 429 On June 1, 1989, the Company entered into an 1994 432 agreement for industrial development bond financing 1995 436 in the aggregate principal amount of $835,000 with 1996 440 annual principal installments ranging from $26,000 Thereafter 2,672 to $522,000 commencing on June 1, 1991, with Total maturities $4,835 interest at 10% through June 1, 1994, and then at 98% of the prime rate through June 1, 1999. As of both May 31, 1991 and 1990, $835,000 was outstanding. 22 JUL-23-1992 11:00 OUTLOOK GRAPHICS 414 727 8529 P.005/013 Outlook Graphics Corp. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE F-SYOCKHOLDERS' EQUITY NOTE H-INCOME TAXES On August 2, 1990, the stockholders adopted The provision for income taxes consists of the Restated Articles of Incorporation of the Company following (in thousands): which increased the authorized number of shares of 1991 1990 1989 Common Stock from 2,000,000 to 15,000,000 shares. Also authorized were 1,000,000 shares of Cumulative Currently payable Preferred Stock. The Board of Directors declared a Federal $1,288 $ 939 $206 2.75-for-1 stock split effected in the form of a 175% State 312 223 45 stock dividend payable with respect to shares of 1,600 1,162 251 Common Stock outstanding on August 3, 1990, with Deferred (related to) resulting fractional interests paid in cash. A 3-for-2 Tax over book depreciation 394 436 199 stock split effected in the form of a 50% stock divi- Capital lease-tax 199 - - dend was distributed to stockholders of record on Installment sale (10) (51) (25) September 1, 1989. An amount equal to the par value Allowance for doubtful of the common shares issued was transferred from accounts (5) (34) (22) additional paid in capital to the Common Stock Inventory capitalization (51) 3 (18) account. These transfers have been reflected in the Other, net (15) (11) (11) consolidated statement of stockholders' equity at 512 343 123 May 31, 1938. All share and per share amounts included in the financial statements and notes are $2,112 $1,505 $374 based on the increased number of shares giving retroactive effect to these stock splits. The effective tax rates for the years ended May 31, 1991, 1990 and 1989, were 38.6%, 38.5% and 36.4% In May 1991, the Company completed an initial public respectively. The variation between the effective rate offering in which it issued 1,561,372 shares of Common and the statutory federal income tax rate is a result Stock at 3 price to the underwriters of $10.69 per of the following, expressed as a percentage of pre-tax share. The proceeds of the offering to the Company, income: after deducting all associated costs, were $16,211,000. 1991 1990 1989 Statutory federal NOTE G-EMPLOYES BENEFIT PLANS income tax 34.0% 34.0% 34.0% State income taxes EMPLOYEE STOCK PURCHASE PLAN net of federal income Effective February 1990, the Company's employee tax benefit 5.2 5.2 5.2 stock purchase plan was suspended. Under the plan, 39.2 39.2 39.2 employees were given the opportunity to purchase shares of the Company's Common Stock at prices Increase (decrease) in income taxes determined by the Board of Directors and approved General business credits by the stockholders. The purchase price was (.2) (.8) (2.1) Other (.4) .1 intended to reflect the fair value of the Company's (.7) stock at the time of the purchase. 38.6% 38.5% 36.4% EMPLOYEE SAVINGS PLAN The Company offers a 401 (k) savings plan for all employees that meet certain eligibility requirements. Employee contributions to the plan are made through payroll deductions. In addition, the Company matches 25% of the first 6% of each employee's compensation deferral. Employer match- ing contributions under the 401(k) plan for the years ended May 31, 1991, 1990 and 1989 totaled $51,000, $34,000 and $23,000, respectively. 23 JUL-23-1992 11:00 OUTLOOK GRAPHICS 414 727 8529 P.006/013 Outlook Graphics Corp. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE I-STOCK OPTIONS Company's other stock option plans except that any stock options outstanding under such plans shall con- In the fiscal year ended May 31, 1985, the stockhold- tinue in effect until they have been exercised or have ers approved an incentive stock option plan under expired or otherwise terminated. No options had been which 84,662 shares of Common Stock were available granted under the 1990 Plan as of May 31, 1991. for issuance. Options were granted at market value on the date of grant, but not less than the employee Options outstanding under the Company's stock stock purchase plan price. The options were exercis- option plans have been considered in the computa- able from the date of grant and terminate three years tion of the weighted average number of shares from date of grant. outstanding used to calculate net earnings per share. Transactions for the last three fiscal years are as follows: 1991 1990 1989 NOTE J-COMMITMENTS Options outstanding, At May 31, 1990, the Company conducted a portion of beginning of year 4,125 12,375 16.500 its operations in leased facilities under an operating Granted - - - lease which would have expired in October 1991. In Exercised (4,125) (8,250) I November 1990, a new operating lease was executed Expired - - (4.125) which expires in November 1998. The Company is Options outstanding, responsible for all taxes, insurance and maintenance end of year - 4,125 12.375 costs and has an option to purchase the property which expires November 30, 1992. The Company also Option price range $2.30 $1.94- leases equipment under a noncancellable operating at May 31 $2.30 lease which expires in December 1996. In April 1990, the Company acquired certain addi- On August 17, 1989, the stockholders approved an tional equipment, at a cost of $1,162,000, and agreed incentive stock option plan under which 55,000 with a financial institution to a sale and leaseback of shares of Common Stock were available for issuance. that equipment. The terms of this sale and leaseback Options were granted at market value as set for the arrangement were finalized, and the transaction con- employee stock purchase plan plus $.18. Options are summated, in August 1990. The Company did not exercisable on the date of grant and terminate three realize or recognize any gain or loss resulting from years from date of grant. the transaction. The operating lease expires in August 1997. Transactions are as follows: 1991 1990 During the year ended May 31, 1991, the Company acquired certain additional equipment at a total cost Options outstanding, of $3,926,000. On March 21, 1991, the equipment was beginning of year 48,125 - sold at its cost and is being leased back by the Granted - 4S,125 Company through March 1995. The Company did not Exercised - - realize or recognize any gain or loss resulting from Expired 4,125 - the transaction. Options outstanding, end of year 44,000 48,125 The following is a schedule, by fiscal years, of the rental payments due under these leases, as of May 31, Option price $3.09 $3.09 1991, (in thousands): 1992 $1,329 On August 2, 1990, the stockholders also approved the 1990 Stock Option Plan (the "1990 Plan"). Options 1993 1,313 1994 1,313 may be granted under the 1990 Plan through May 31, 2000, to key salaried employees, including officers. 1995 3,162 The 1990 Plan provides for a maximum issuance of 1996 631 200,000 shares of Common Stock. The exercise price Thereafter 820 for options granted may not be less than the quoted Total $8,568 market price on the date of the grant. Options may not be exercised for at least six months after the Rent expense for the years ended May 31, 1991, 1990 and date of the grant except in the event of death or dis- 1989, was $705,000, $330,000 and $52,000 respectively. ability. The 1990 Plan supersedes and replaces the The Company had agreements to purchase additional equipment for approximately $1,728,000 at May 31, 1991. 24 JUL-23-1992 11:01 OUTLOOK GRAPHICS 414 727 8529 P.007/013 Outlook Graphics Corp. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE K-BUSINESS ACQUISITION NOTE L-MAJOR CUSTOMERS In February 1989 the Company acquired Outlook During the years ended May 31, 1991, 1990 and 1989, Label, effective for financial reporting purposes as of the Company had sales to major customers. A major January 1, 1989. Certain stockholders and directors customer is defined as a customer that accounts for of the Company were also noncontrolling stockholders more than 10% of a company's net sales. Sales to and directors of Outlook Label and held interests these customers amounted to the following percent- in the related partnership referred to below. The ages of the Company's net sales: stockholders of Outlook Label received 536,245 1991 1990 1989 shares of the Company's Common Stock in exchange for all of the outstanding shares of Outlook Label. Impel Marketing 23% 0% 0% In addition, the Company purchased certain assets Fleer Corp. 15 5 0 and assumed certain liabilities from a partnership, Kellogg Company 1 15 22 related through common ownership to Outlook National Football League Label, for $250,000. Properties, Inc. 0 12 0 The acquisition was accounted for as a purchase and Banta Corporation 5 9 17 the excess of the cost over the fair value of the net assets acquired was $585,000, which is being amor- tized over a period of 20 years using the straight-line method. The consolidated results of operations include the operations of Outlook Label from January 1. 1989. The unaudited consolidated results of operations on a pro forma basis as though Outlook Label had been acquired on June 1, 1988, are as follows: Pro forma year ended May 31, 1989 Net sales (in thousands) $19,824 Net earnings (in thousands) $ 534 Net earnings per share $.15 25 JUL-23-1992 11:02 OUTLOOK GRAPHICS 414 727 8529 P.008/013 Outlook Graphics Corp. and Subsidiary STATEMENT OF MANAGEMENT RESPONSIBILITY FOR FINANCIAL STATEMENTS The consolidated financial statements and accompany- Oversight of management's financial reporting and ing information were prepared by and are the internal accounting control responsibilities is responsibility of management. The statements were pre- exercised by the Board of Directors, through an pared in conformity with generally accepted accounting Audit Committee which consists solely of outside principles and, as such, include amounts that are based directors. The committee meets periodically with on management's best estimates and judgments. financial management and the independent accountants to ensure that each is meeting its The internal control systems are designed to provide responsibilities and to discuss matters concerning reliable financial information for the preparation of auditing, internal accounting control and financial financial statements, to safeguard assets against loss reporting. The independent accountants have free or unauthorized use and to ensure that transactions access to meet with the Audit Committee without are executed consistent with company policies and management's presence. procedures. Management believes that existing inter- nal accounting control systems are achieving their objectives and that they provide reasonable assurance concerning the accuracy of the financial statements. clovid L. Edua Joffrey P. Stip David L Erdmann Jeffrey P. Stilp Chairman and President Treasurer and Controller REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors and Stockholders Outlook Graphics Corp. and Subsidiary We have audited the accompanying consolidated bal- audit includes examining, on a test basis, evidence ance sheets of Outlook Graphics Corp. (a Wisconsin supporting the amounts and disclosures in the finan- corporation) and Subsidiary as of May 31, 1991 and cial statements. An audit also includes assessing the 1990, and the related consolidated statements of accounting principles used and significant estimates earnings, stockholders' equity and cash flows for made by management, as well as evaluating the over- each of the three years in the period ended May 31, all financial statement presentation. We believe our 1991. These financial statements are the responsibil- audits provide a reasonable basis for our opinion. ity of the Company's management. Our responsibility is to express an opinion on these financial state- In our opínion, the financial statements referred to ments based on our audits. above present fairly, in all material respects, the con- solidated financial position of Outlook Graphics We conducted our audits in accordance with gener- Corp. and Subsidiary as of May 31, 1991 and 1990, and ally accepted auditing standards. Those standards the consolidated results of their operations and their require that we plan and perform the audit to obtain consolidated cash flows for each of the three years in reasonable assurance about whether the financial the period ended May 31, 1991, in conformity with statements are free of material misstatement. An generally accepted accounting principles. Grant Thornton Appleton, Wisconsin June 27, 1991 26 JUL-23-1992 11:02 OUTLOOK GRAPHICS 414 727 8529 P.009/013 QUARTERLY DATA (UNAUDITED) The following table sets forth unaudited selected quarterly financial information for each of the two most recent fiscal years: Quarter First Second Third Fourth Total Fiscal Year Ended May 31, 1991 (in thousands, except per share amounts) Net sales $8,813 $9,989 $12,344 $12,129 $43,275 Gross profit 2,497 2,424 3,235 3,712 10,868 Net earnings 735 701 1,011 907 3,354 Earnings per share .21 -20 .29 .23 .92 1990 Net sales $7,465 $9,443 $7,957 $6,900 $31,765 Gross profit 2,249 2,672 2,234 1,597 8,752 Net earnings 674 792 619 324 2,409 Earnings per share .20 .23 :18 .09 .69 MARKET PRICES AND DIVIDENDS The Company's Common Stock has been quoted on the NASDAQ National Market System since the Company's initial public offering of Common Stock, at $11.50 per share, on April 24, 1991. Prior to that date, there was no established public trading market for the Common Stock. The following table sets forth high and low sales prices as reported on the NASDAQ National Market System since April 24, 1991, for the indicated fiscal year periods. High Low Fiscal 1991: Fourth Quarter (April 24, 1991 to May 31, 1991) $13% $10M Fiscal 1992: First Quarter (June 1, 1991 to August 9, 1991) $13% $10% The Company has not paid any cash dividends since its inception. The Company presently intends to employ its earnings in the continued development and expansion of its business and does not expect to pay any cash dividends in the foreseeable future. The Company may not pay cash dividends under various existing lending agreements without the lenders' consents so long as such agreements remain outstanding; for a description of dividend restrictions, see Note E of Notes to Consolidated Financial Statements. Future dividend policy will depend on the Company's earnings, capital requirements, borrowing agreements, financial conditions and other factors considered relevant by the Board of Directors. As of August 9, 1991, there were 754 shareholders of record of Common Stock. 27 JUL-23-1992 11:03 OUTLOOK GRAPHICS 414 727 8529 P.010/013 DIRECTORS Wayne G. Beattie, 42, (1) Roger G. Hathaway, 63 (1)(2)(3) Charles E. Thompson, 47 (1) Secretary and Salesperson Retired Vice President- Executive Vice President Outlook Graphics Corp. Human Resources Outlook Graphics Corp. Neenah Foundry Company James L. Dillon, 46, (2) (manufacturer of construction A. John Wiley, Jr., 48 (4) Accountant and industrial castings) Salesperson DiRenzo, Simonis & Miller, Outlook Graphics Corp. Certified Public Accountants George P. Mueller, 69 (2)(3)(4) Chairman COMMITTEES David L. Erdmann, 48, (1) Integrated Paper Services, Inc. OF THE BOARD Chairman and President (pulp and paper making services) (1) Executive Outlook Graphics Corp. (2) Audit Lawrence C. Silton, 49 (2)(3) (3) Compensation Attorney (4) Alternate member of Patterson, Jensen, Wylie, Silton Executive Committee & Seifert, S.C. OFFICERS David L. Erdmann, 48 Jeffry H. Collier, 38 Chairman and President Vice President-Manufacturing Charles E. Thompson, 47 Jeffrey P. Stilp, 33 Executive Vice President Treasurer and Controller Wayne G. Beattie, 42 Secretary CORPORATE INFORMATION CORPORATE HEADQUARTERS TRANSFER AGENT STOCKHOLDER/INVESTOR Outlook Graphics Corp. AND REGISTRAR INFORMATION CONTACT 1180 American Drive First Wisconsin Trust Company For additional information on the Neenah, Wisconsin 54956 615 E. Michigan Street Company, please contact the (414) 722-2333 P.O. Box 2077 stockholder services department Milwaukee, WI 53201-2077 at the Company address. STOCK EXCHANGE LISTING (414) 287-3900 NASDAQ National Market System (800) 637-7549 ANNUAL MEETING Symbol: OUTL The annual meeting of Newspaper abbreviations: FORM 10-K REPORT stockholders of Outlook Graphics OutGraph, OutlkGraph Single copies of the annual report Corp. will be held on on Form 10-K as filed with the Thursday, October 10, 1991, INDEPENDENT CERTIFIED Securities and Exchange at 7:00 p.m. at the Paper Valley PUBLIC ACCOUNTANTS Commission are available to Hotel & Conference Center, Grant Thornton stockholders without charge. 333 W. College Avenue, Appleton, Wisconsin To obtain a copy, contact the Appleton, Wisconsin. stockholder services department LEGAL COUNSEL at the Company address. Quarles & Brady Milwaukee, Wisconsin 28 JUL-23-1992 11:03 OUTLOOK GRAPHICS 414 727 8529 P.011/013 Four Embarcadero Center. Suite 2900 Grassroots Research San Francisco, California 94111 415/954-5493 FAX: 415/954-5304 A Division of RCM Capital Management Junior Report November 7, 1991 OUTLOOK GRAPHICS Grassroots interviewed 14 customers of Outlook Graphics to determine their satisfaction with the company's work. Questions also focused on, orders and the potential for future increases. Synopsis Outlook Graphics Customers were quick to praise Outlook Graphics as a appears to be in an problem-solving company led by knowledgeable, aggres- enviable position. sive management. Through hard work Most sources have increased their business with Outlook and close attention to over the past year. Prospects for future business growth are customers, it has become rated as excellent by the majority. widely viewed as a solid company that delivers Outlook is cutting a niche as a "one-stop-shopping" place what it promises. for printing, packaging and distribution. Several sources said this is Outlook's major competitive advantage. Findings Top-quality work and a reputation for customer service are rock- eting Outlook Graphics to the top, according to all our sources, most of whom have increased their orders over the past year. Two big customers reported their '91 business with Outlook had doubled compared with '90. A few examples follow: Outlook is the only printing vendor being considered for expanded work with a major meat packer. "Quality is im- portant, but if you don't have service, forget it, " said a packaging engineer. Outlook, he stressed, has both. A designer of custom merchandise catalogs said Outlook handles the printing and mailing with ease. Other printers, she said, "come begging for our business." Outlook has taken the job over the past six years, based primarily on its ability to provide a combination of services. All rights reserved. No research may be reproduced or utilized without the written consent of Grassroots Research, a division of RCM Capital Management. Copyright 1991 Grassroots Research. San Francisco 94111 JUL-23-1992 11:04 OUTLOOK GRAPHICS 414 727 8529 P.012/013 Sports card production is big business and Outlook is grab- bing its share. A .card executive described Outlook as "eager, aggressive and trying to grow," and said his Outlook orders have steadily increased over the past two years. The only troubles this manager found were 'minor' quality Sources were unanimous issues, which arose when Outlook tried to "shove too much in describing Outlook volume through the pipeline." All was resolved and Out- look, he said, "remains an important part of our business." Graphics as a company managed by people willing Solutions People to go the extra mile to meet customer requirements. Problem-solving is an Outlook Graphics trademark. Sources were quick to volunteer examples of Outlook's dogged determination to satisfy. A cereal executive told how Outlook's premium over- wrapping was subjected to every test the R&D department could muster. Outlook passed without any flying colors, but, in this case, that was good news. The problem was "ink transfer" from premiums to foodstuffs. Ink is considered an additive if it rubs off on a food, and the Feds are cracking down hard on this issue. Outlook's successful performance places it in an elite class of vendors trusted to do the job right. Odor migration is another problem which can arise when a premium, with its distinctive smell, is included in a box of cereal. A mint maker said Outlook met its claim to provide overwrapping which contains 99.5% of smells. This positive result, combined with Outlook's competitive pricing, resulted in a doubling of the source's business with the company this year. One-Stop Shopping Outlook's ability to print, package and distribute is a big draw for customers. As a cereal customer said, "We want limited vendors because we can't manage them all." His company uses Outlook's over-wrapping and printing divisions. A catalog manager said once computer-generated copy is delivered to Outlook for printing, it's as good as taking it to the post office. "Outlook's advantage is its mailing service," she concluded. Management Is Tops Sources said Outlook Graphics managers are among the best. A cereal manager described the company president as a "visionary." An executive with another food company related how Outlook consulted customers and weighed their needs as it built a packag- ing "clean-room" to federal standards. The executive said that VGR25696.CHP -2- JUL-23-1992 11:04 OUTLOOK GRAPHICS 414 727 8529 P.013/013 after considering customer input, Outlook "placed the right people in the right spots and went to town." A sports card manager said, "Outlook people examined a lot of different options to try and help us." That attitude has won new orders for Outlook over the past year. With an unrelenting press Sources were unanimous in describing Outlook Graphics as a for quality in all aspects company managed by people willing to go the extra mile to meet of its operation, Outlook customer requirements. has wooed and retained the business of top companies Conclusion in their respective fields. "Be all that you can be" would seem an appropriate motto for Outlook Graphics. (Too bad the Army grabbed it first.) Outlook Graphics aims for the top. With an unrelenting press for quality in all aspects of its operation, Outlook has wooed and retained the business of top companies in their respective fields. A number of sources are deeply impressed with Outlook's commitment to customer service. Outlook managers were praised for their savvy and aggressive desire to satisfy. Outlook's one shortcoming may be a tendency to try and do too much. Several sources used the expression "growing pains." In all cases, fast action by Outlook management seems to have prevented permanent damage and there apparently was no sig- nificant loss of business. The majority of our sources fully expect their dealings with Outlook to keep on growing. Outlook Graphics appears to be in an enviable position. Through hard work and close attention to customers, it has become widely viewed as a solid company that delivers what it promises. VGR25696.CHP -3- JUL-23-1992 10:49 OUTLOOK GRAPHICS 414 727 8529 P.001/006 Outlook promising Graphics firm finds its growth was in the cards By CHUCK MARTIN crs. Consequently, business goes of The Journal stam up and down based on what jobs the customers have. Neenah, Wis. - A lucky intro- Almost 50% of the company's duction to the football card busi- business is divided among five CWS- ness may have turned Outlook tomers. If one of the five should Graphics Corp. into one of Wis- shift business elsewhere, Outlook consin's fastest-growing companies. Graphics would suffer. But the Fox River Valley printer Furthermore, while the compa- and packager is proving that it has ny's managers were successful in far more going for it then luck. handling Outlook Graphics as a By finding markets il can reach small business, they are untested with new or better services and in managing 2 business of the com- capitalizing on opportunities with pany's present size. old-fashioned hustle, Outlook Neverthcless, financial analysis Graphics is building a resume that and investors like the company's is attracting regional and national prospects so much that its stock attention. price has nearly doubled in the "Lots of companies have luck," nine months it has been publicly said Raymond Cabillot, an analyst traded. The company's stock closed who follows Outlook Graphics for Friday at $21.75. Piper, Jaffray & Hopwood, a secu- "They have now equipment, a rities firm in Minneapolis, "What strong management team and they [at Outlook] have been able they're in some unique niches," to do is use their luck and build on said Theodore Moreau, an analysts it." who follows the company for Rob- Consider that the ort W. Buird & Co. company packages in Milwaukee, the prizes that go in- We just look "There's still a lot to Alpha-Bits cereal for niches and of room to grow." boxes and the nap- Outlook Graphics kins that 80 into Os- we identify owes much of its car Mayer Foods' growth to the fact Lunchables meals. customers we that it was uninten- Indoes much of the think we can tionally in the right printing of Green place at the right Bay Packers tickets provide services time with the right and stuils the fabrie experience when the softener sheets into to The strategy business of printing Bounce boxes used works. " and packaging sports in vending machines picture cards explod- all in addition to David Erdmann, ed in 1989 and 1990. printing and packag- president The picture card ing thousands of business contributed Journal photo by Tem Lytin sports picture cards. nothing to the com- CHARLES THOMPSON (left) and David Erdmann show a sampling of their products at Outlook Not bad for a business created pany's business before 1989, but Graphics in Neenah. They were photographed on a Friday, the firm's "dress-down day." by five friends who set out to start it is likely to be worth slightly more allocal bulk-mailing service than $30 million this year. Jan. We just look for niches," said It wasn't planned that way. Outlook is rosy $22.00 David Erdmann. co-founder and When the five founders of Out- president. "And WC identify cus- look Graphics created the business Outlook Graphics Corp expects sales to/b up 50% tomers we think we can provide in 1977, they had more modest for the 12 months that end May 31, Financial analysts project services to. The strategy works. goals in mind that earnings will-nearly double. '!!' Outlook Graphics sales are pro- Elton Beattic Jr., John Wiley, 1992 $60 1992 jected to reach about $65 million Erdmann and Thompson, then in $65 $6.5 Nov. Dec. for the year that ends May 31, up their carly 30s. had been buddies from $11.5 million four years ago. since high school. The fifth partner Sales 50 5 $18.50 $19.50 Earnings Its employment is about 1,000 and was Beattic's father. Elton Beattic In millions Inmiliations Outlook Graphics has been growing by more than 100 Sr. 40 4 owes most of its a year since 1984. The men intended that their explosive growth The company is completing a business, then called Mailing and 30 1986 to collectible 1 5,000-sqitare-foot expansion of Printing Services Inc., would per- 1986 $490,000 one of its buildings in the Town of pictures cards. form bulk mailing services for a $7.7 20 Menasha near Neenah The expan- large local employer, a printing 2 Percent sion is expected to accommodate company called Banta Corp. Gradually, the company expan- 10 of sales growth for about two years. from The company's two top execu- ded into the printing business. In Oct. picture tives, Erdmann and Executive Vice 1984, the company started print- o 0 $15.75 cards President Charles Thempson, are ing. cutting and wrapping cards for '88 18788'89'90'91'92 looking ahead to another expan- the Trivial Pursuit board game, For fiscal years ended May are sion, which they said probably which was a big - frief hit; The company's stock 89 Extended Page 1.1 sion. which they sato probably which was a Dig If oner - nil. I ne company's STOCK or pas meany MW85 would be through an acquisition Two years later, Outlook got in- doubled since its initial offering on on outside Wisconsin. They are scout- to the business of packaging cards April 24, 1991 at $11.50 a-share, 90 26% ing for a business to buy on the when it began overwrapping recipe East Coast. cards that it had printed for il cus- '91 " The company has ample oppor- Sune August tomer. July $11.50 92 50% junity to stumble. One drawback The moves appeared to be logi- Sept. May $12.75 is that its business is based on $11.75 short-term projects for its custom- Please see Outlook page 10 $11.75 Source: Outlook Graphics Jaurnal graphic by Jarry Stoingroeber 79 cents. Badger Periodicals will be distributing them TO stores locally. Erdmann said work is under way on a second series of Berenstain Bears cards, possibly including stories written exclusively for the cards, and and special gift sets will be available for Christmas. Outlook is exploring the possibilities for other licensing agreements as well. JUL-23-1992 10:51 OUTLOOK GRAPHICS 414 727 8529 P.002/006 Outlook Graphics Corp. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE E-LONG-TERM DEST Long-term debt consists of the following (in thousands): On September 1, 1990, Outlook Label entered into an agreement for industrial development bond financing 1991 1990 in the aggregate principal amount of $4,000,000 with Term loans $ 1 $6,005 annual principal installments of $400,000 commenc- Revolving loan - 1,600 ing September 1, 1991, with interest at a floating rate Industrial development bonds 4,835 2,245 determined by a remarketing agent (5.75% at May 31, Various notes - 20 1991). As of May 31, 1991, $4,000,000 was outstanding. 4,335 9,870 The revolving loan and the industrial development Less current maturities 426 2,865 bonds are collateralized by the Company's accounts $4,409 $7,005 receivable, inventories, property, plant and equip- ment and the common stock of Outlook Label. TERM LOANS The loans were payable in monthly installments The revolving loan and the industrial development ranging from $13,000 to $55,000 including interest bond obligations are subject to the terms of certain ranging from 11.1% to prime plus .5%. These loans loan agreements which contain provisions setting were paid in full during May 1991. forth, among other things, working capital, net worth and debt to equity requirements, and restrictions on REVOLVING LOAN property and equipment additions, loans, invest- The Company has a $8,750,000 revolving credit ments, other borrowings, management consulting agreement expiring September 12, 1991. Borrowings services, and acquisitions and redemptions of the thereunder bear interest at .5% over prime. The out- Company's stock or the issuance of stock except for standing balance was paid in full during May 1991. cash. Additionally, the Company may not pay cash INDUSTRIAL DEVELOPMENT BONDS dividends without the prior consent of its lenders. On April 1, 1980, the Company entered into an agree- The Company has obtained waivers for certain past ment for industrial development bond financing in actions which otherwise would have constituted vio- the aggregate principal amount of $650,000 with lations of covenants under the loan agreements. The interest ranging from 9.2% to 9.5%, due in annual waivers relate to limitations on additional indebted- principal installments of $55,000 through April 1992. ness and investments in other entities, capital These bonds were retired during May 1991. expenditure limitations, prohibitions on repurchase of stock, limitations on the purchase or the sale and On June 1, 1989, the Company entered into an leaseback of equipment, the issuance of shares of agreement for industrial development bond financing stock and prepayments of outstanding debt. in the aggregate principal amount of $1,300,000 with annual principal installments ranging from $74,000 At May 31, 1991, future maturities of long-term debt to $321,000 commencing on June 1, 1991, with inter- were as follows (in thousands): est at 98% of the prime rate through June 1, 1999. 1992 $ 426 These bonds were retired during May 1991. 1993 429 On June 1, 1989, the Company entered into an 1994 432 agreement for industrial development bond financing 1995 436 in the aggregate principal amount of $835,000 with 1996 440 annual principal installments ranging from $26,000 Thereafter 2,672 to $522,000 commencing on June 1, 1991, with Total maturities $4,835 interest at 10% through June 1, 1994, and then at 98% of the prime rate through June 1, 1999. As of both May 31, 1991 and 1990, $835,000 was outstanding. 22 Extended Page 2.1 The Company offers a 401(k) savings plan for all employees that meet certain eligibility requirements. Employee contributions to the plan are made through payroll deductions. In addition, the Company matches 25% of the first 6% of each employee's compensation deferral. Employer match- ing contributions under the 401(k) plan for the years ended May 31, 1991, 1990 and 1989 totaled $51,000, $34,000 and $23,000, respectively. 23 JUL-23-1992 10:52 OUTLOOK GRAPHICS 414 727 8529 P.003/006 Outlook Graphics Corp. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 1-Srock OPTIONS Company's other stock option plans except that any stock options outstanding under such plans shall con- In the fiscal year ended May 31, 1985, the stockhold- tinue in effect until they have been exercised or have ers approved an incentive stock option plan under expired or otherwise terminated. No options had been which 34,662 shares of Common Stock were available granted under the 1990 Plan as of May 31, 1991. for issuance. Options were granted at market value on the date of grant, but not less than the employee Options outstanding under the Company's stock stock purchase plan price. The options were exercis- option plans have been considered in the computa- able from the date of grant and terminate three years tion of the weighted average number of shares from date of grant. outstanding used to calculate net earnings per share. Transactions for the last three fiscal years are as follows: 1991 1990 1989 NOTE J-COMMITMENTS Options outstanding, At May 31, 1990, the Company conducted a portion of beginning of year 4,125 12,375 16.500 its operations in leased facilities under an operating Granted - - - lease which would have expired in October 1991. In Exercised (4,125) (8,250) - November 1990, a new operating lease was executed Expired - - (4.125) which expires in November 1998. The Company is Options outstanding, responsible for all taxes, insurance and maintenance end of year I 4,125 12.375 costs and has an option to purchase the property Option price range which expires November 30, 1992. The Company also at May 31 $2.30 $1.94- leases equipment under a noncancellable operating $2.30 lease which expires in December 1996. In April 1990, the Company acquired certain addi- On August 17, 1989, the stockholders approved an tional equipment, at a cost of $1,162,000, and agreed incentive stock option plan under which 55,000 with a financial institution to a sale and leaseback of shares of Common Stock were available for issuance. that equipment. The terms of this sale and leaseback Options were granted at market value as set for the arrangement were finalized, and the transaction con- employee stock purchase plan plus $.18. Options are summated, in August 1990. The Company did not exercisable on the date of grant and terminate three realize or recognize any gain or loss resulting from years from date of grant. the transaction. The operating lease expires in Transactions are as follows: August 1997. 1991 1990 During the year ended May 31, 1991, the Company acquired certain additional equipment at a total cost Options outstanding, of $3,926,000. On March 21, 1991, the equipment was beginning of year 48,125 - sold at its cost and is being leased back by the Granted - 48,125 Company through March 1995. The Company did not Exercised I 1 realize or recognize any gain or loss resulting from Expired 4,125 - the transaction. Options outstanding, end of year 44,000 48,125 The following is a schedule, by fiscal years, of the rental payments due under these leases, as of May 31, Option price $3.09 $3.09 1991, (in thousands): On August 2, 1990, the stockholders also approved 1992 $1,329 the 1990 Stock Option Plan (the "1990 Plan"). Options 1993 1,313 may be granted under the 1990 Plan through May 31, 1994 1,313 2000, to key salaried employees, including officers. 1995 3,162 The 1990 Plan provides for a maximum issuance of 1996 631 200,000 shares of Common Stock. The exercise price Thereafter 820 for options granted may not be less than the quoted Total $8,568 market price on the date of the grant. Options may not be exercised for at least six months after the Rent expense for the years ended May 31, 1991, 1990 and date of the grant except in the event of death or dis- 1989, was $705,000, $330,000 and $52,000 respectively. ability. The 1990 Plan supersedes and replaces the The Company had agreements to purchase additional equipment for approximately $1,728,000 at May 31, 1991. 24 JUL-23-1992 10:53 OUTLOOK GRAPHICS 414 727 8529 P.004/006 Four Embarcadero Center, Suite 2900 Grassroots Research San Francisco, California 94111 415/954-5493 FAX: 415/954-5304 A Division of RCM Capital Management Junior Report November 7, 1991 OUTLOOK GRAPHICS Grassroots interviewed 14 customers of Outlook Graphics to determine their satisfaction with the company's work. Questions also focused on orders and the potential for future increases. Synopsis Outlook Graphics Customers were quick to praise Outlook Graphics as a appears to be in an problem-solving company led by knowledgeable, aggres- enviable position. sive management. Through hard work Most sources have increased their business with Outlook and close attention to over the past year. Prospects for future business growth are customers, it has become rated as excellent by the majority. widely viewed as a solid company that delivers Outlook is cutting 8 niche as a "one-stop-shopping" place what it promises. for printing, packaging and distribution. Several sources said this is Outlook's major competitive advantage. Findings Top-quality work and a reputation for customer service are rock- eting Outlook Graphics to the top, according to all our sources, most of whom have increased their orders over the past year. Two big customers reported their '91 business with Outlook had doubled compared with '90. A few examples follow: Outlook is the only printing vendor being considered for expanded work with a major meat packer. "Quality is im- portant, but if you don't have service, forget it, " said a packaging engineer. Outlook, he stressed, has both. A designer of custom merchandise catalogs said Outlook handles the printing and mailing with ease. Other printers, she said, "come begging for our business." Outlook has taken the job over the past six years, based primarily on its ability to provide a combination of services. All rights reserved. No research may be reproduced or utilized without the written consent of Grassroots Research, a division of RCM Capital Management. c Copyright 1991 Grassroots Research, San Francisco 94111 JUL-23-1992 10:54 OUTLOOK GRAPHICS 414 727 8529 P.005/006 Sports card production is big business and Outlook is grab- bing its share. A .card executive described Outlook as "eager, aggressive and trying to grow," and said his Outlook orders have steadily increased over the past two years. The only troubles this manager found were 'minor' quality Sources were unanimous issues, which arose when Outlook tried to "shove too much in describing Outlook volume through the pipeline." All was resolved and Out- Graphics as a company look, he said, "remains an important part of our business." managed by people willing Solutions People to go the extra mile to meet customer requirements. Problem-solving is an Outlook Graphics trademark. Sources were quick to volunteer examples of Outlook's dogged determination to satisfy. A cereal executive told how Outlook's premium over- wrapping was subjected to every test the R&D department could muster. Outlook passed without any flying colors, but, in this case, that was good news. The problem was "ink transfer" from premiums to foodstuffs. Ink is considered an additive if it rubs off on a food, and the Feds are cracking down hard on this issue. Outlook's successful performance places it in an elite class of vendors trusted to do the job right. Odor migration is another problem which can arise when a premium, with its distinctive smell, is included in a box of cereal. A mint maker said Outlook met its claim to provide overwrapping which contains 99.5% of smells. This positive result, combined with Outlook's competitive pricing, resulted in a doubling of the source's business with the company this year. One-Stop Shopping Outlook's ability to print, package and distribute is a big draw for customers. As a cereal customer said, "We want limited vendors because we can't manage them all." His company uses Outlook's over-wrapping and printing divisions. A catalog manager said once computer-generated copy is delivered to Outlook for printing, it's as good as taking it to the post office. "Outlook's advantage is its mailing service," she concluded. Management Is Tops Sources said Outlook Graphics managers are among the best. A cereal manager described the company president as a "visionary." An executive with another food company related how Outlook consulted customers and weighed their needs as it built a packag- ing "clean-room" to federal standards. The executive said that VGR25696.CHP -2- JUL-23-1992 10:54 OUTLOOK GRAPHICS 414 727 8529 P.006/006 after considering customer input, Outlook "placed the right people in the right spots and went to town." A sports card manager sàid, "Outlook people examined a lot of different options to try and help us." That attitude has won new orders for Outlook over the past year. With an unrelenting press Sources were unanimous in describing Outlook Graphics as a for quality in all aspects company managed by people willing to go the extra mile to meet of its operation, Outlook customer requirements. has wooed and retained the business of top companies Conclusion in their respective fields. "Be all that you can be" would seem an appropriate motto for Outlook Graphics. (Too bad the Army grabbed it first.) Outlook Graphics aims for the top. With an unrelenting press for quality in all aspects of its operation, Outlook has wooed and retained the business of top companies in their respective fields. A number of sources are deeply impressed with Outlook's commitment to customer service. Outlook managers were praised for their savvy and aggressive desire to satisfy. Outlook's one shortcoming may be a tendency to try and do too much. Several sources used the expression "growing pains." In all cases, fast action by Outlook management seems to have prevented permanent damage and there apparently was no sig- nificant loss of business. The majority of our sources fully expect their dealings with Outlook to keep on growing. Outlook Graphics appears to be in an enviable position. Through hard work and close attention to customers, it has become widely viewed as a solid company that delivers what it promises. VGR25696.CHP -3- TOTAL JUL-23-1992 10:56 OUTLOOK GRAPHICS 414 727 8529 P.001/013 Outlook promising Graphics firm finds its growth was in the cards By CHUCK MARTIN ers. Consequently, business goes of The Journal staff up and down based what jobs the customers have. Neenah, Wis. - A lucky intro- Almost 50% of the company's duction to the football card busi- business is divided among five cus- ness may have turned Outlook tomers. If one of the five should Graphics Corp. into one of Wis- shift business elsewhere, Outlook consin's fastest-growing companies. Graphics would suffer. But the Fox River Valicy printer Furthermore, while the compa- and packager is proving that it has ny's managers were successful in fur more going for it than luck handling Outlook Graphics as a By finding markets it can reach small business, they are untested with new or better services and in managing a business of the com- capitalizing on opportunities with pany's present size. old-fashioned hustle. Outlook Nevertheless, financial analysis Graphics is building a resume that and investors like the company's is attracting regional and national prospects so much that its stock attention. price has nearly doubled in the 13 "Lots of companies have luck," nine months il has been publicly said Raymond Cabillot, an analyst traded. The company's stock closed who follows Outlook Graphics for Friday at $21.75. Piper, Juffray & Hopwood, a secu- "They have new equipment, a rities firm in Minneapolis. "What strong management team and they [at Outlook] have been able they're in some unique niches," 10 do is use their luck and build on said Theodore Moreau, an analysts it." who follows the company for Rob- Consider that the on W. Buird & Co. company packages in Milwaukee. the prizes that 80 in- 'We just look "There's still a lot to Alpha-Bits coreal for niches and of room to grow." boxes and the nap- Outlook Graphics kins that 80 into Os- we identify owes much of its car Mayer Foods' growth to the fact Lunchables meals. customers we that it was uninten- It docs much of the think we can tionally in the right printing of Green place at the right Bay Packers tickets provide services time with the right and stuffs the fhbric experience when the softener sheets into to. The strategy business of printing Hounce boxes used works." and packaging spons in vending machines picture cards explod- all in addition to David Erdmann, ed in 1989 and 1990. printing and packag- president The picture card ing thousands of business contributed Journal photo by Term Lynn sports picture cards. nothing to the com- CHARLES THOMPSON (left) and David Erdmann snow a sampling of their products at Outlook = Not bad for a business created pany's business before 1989. but Graphics in Neenah. They were photographed on a Friday, the firm's "dress-down day." by five friends who set out to start it is likely to be worth slightly more allocal bulk-mailing service. than $30 million this year. Jan "We just look for niches," said It wasn't planned that way, Outlook is rosy $22.00 David Erdmann, co-founder and When the five founders of Out- president "And we identify cus- look Graphics created the business Outlook Graphics Corp. expects sales to be up 50% tomers we think we can provide in 1977, they had more modest for the 12 months that end May 31. Financial analysts project services to. The strategy works." goals in mind. that earnings will-nearly double. Outlook Graphics' sales are pro- Elton Beattic Jr., John Wiley, 1992 $60 1992 jected to reach about $65 million Erdmann and Thompson, then in $6 $65 $6.5 Nov. Dec. for the year that ends May 31, up their early 30s, had been buddies from $11.5 million four years ago. since high school. The fifth partner 50 $18.50 $19.50 Sales Earnings Its employment is about 1,000 and was Beattie's father. Elton Beattic in millions In inillions Outlook Graphics has been growing by more than 100 Sr. 40 4 owes most of its year since 1984. The men intended that their explosive growth The company is completing a business, then called Mailing and 30 1986 3 to collectible 15,000-square-foot expansion of Printing Services Inc., would per- 1986 $490,000 pictures cards. one of its buildings in the Town of form bulk mailing services for a 20 2 Menasha near Neenah. The expan- large local employer, a printing Percent sion is expected to accommodate company called Banta Corp. growth for about two years. Gradually, the company expan- 1 or sales 10 from The company's two top execu- ded into the printing business. In Oct. pleture tives, Erdmann and Executive Vice 1984, the company started print- o $15.75 rds President Charles Thompson, are ing, cutting and wrapping cards for '36 '87 88 89 91 92 looking ahead to another expan- the Trivial Pursuit board game, For fiscal years ended May are sion, which they said probably which was a big - if brief hit The company's stock price hasmearly 89 would be through an acquisition Two years later, Outlook got in- doubled since its initial offe ing outside Wisconsin. They are scout- to the business of packaging cards April 24, 1991, at $11.50 a share 90 26% ing for a business to buy on the when it began overwrapping recipe East Coast. cards that it had printed for a cus- '91 39% 4. The company has ample oppor- tomer. June August tunity to stumble. One drawback $12.75 July The moves appeared to be logi- $11.50 Sept. 92 is that its business is based on May $12.75 $11.75 short-term projects for its custom- Please see Outlook page 10 $11.75 Source: Outlook Graphics Journal graphic by Jerry Steingraeber JUL-23-1992 10:58 OUTLOOK GRAPHICS 414 727 8529 P.002/013 Outlook/Sports card business launched company into period of strong growth From page 1 Soon, the company gained busi- ter & Gamble Co. once made the ness in other sports card markets cal decisions to serve existing mar- product included tearing off indi- as well, always producing on con- kets. None of the executives knew vidual softener sheets by hand for tract for licensees. stuffing into cartons. that their card printing and pack- From sports cards, Outlook has aging experience would later draw branched out into entertainment A Procter & Gamble representa- the attention of the National Foot- tive once complained about the in- industry cards. The company efficiency of the hand work to an ball League and make the company makes comic book super hero a prime player in the business of Outlook sales representative. cards and, in November, execu- making sports cards. Outlook managers then deter- tives announced a joint venture to The collectible sports card busi- mined that they could use their make and market cards based on ness is generations old. Topps has the Berenstain Bears children's equipment to mechanically tear dominated the market with its and stuff the sheets. books. The venture will expose the cards depicting professional base- They got the business and company to a level of risk beyond ball players, However, by the late quickly tried to convince Procter the simple printing and packaging 1980s, other companies were find- & Gamble to shift more work to- of cards, but it also will offer a big- ing growing markets for cards in ward Outlook Graphics. ger potential return. a variety of sports. Erdmann said the company was Picture cards will be about 50% now close to a deal to make cartons THE NFL COMES CALLING of the company's business this for Bounce. year. But while the picture card By 1989, an arm of the NFL "That's typical of our strategy,"- business has been a boon to Out- called National Football League Erdmann said. "We try to get a look Graphics, its tendency to rise Properties Inc. had decided to customer's business by offering grant licenses to companies for the and fall on trends and fads is a po- something unique. Then we try to tential problem. Signs indicate that production of cards depicting NFL convince them to do more business the market for most sports picture players. with us." cards has peaked, Erdmann noted. But NFL Properties first needed Making folding cartons for con- to find a business that could print Erdmann would like to lower sumer products holds great poten- and package the cards for licensees. to 40% the proportion of the com- tial for Outlook Graphics, Erd- NFL Properties learned of Out- pany's business devoted to picture mann said. It would be an exten- look's expertise with board game cards. So the company is develop- sion of the company's picture card and recipe cards and came calling. ing other businesses, with consider- business because the making of car- "There weren't many options able success. tons and cards is similar. for them," Erdmann said. "A lot "They work their strategy well," A prime example of the compa- of companies could print the cards, said Cabillot of Piper, Jaffray & ny's strategy is the Bounce fabric but nobody else could print and package them." softener sold from vending ma- Hopwood. "They define what they want to do and they go out there chines. The process by which Proc- and do it." To Dan Date Time 5:00 WHILE YOU WERE OUT M Darl Wills economics of advisor Phone 395-3517 Area Code Number Extension TELEPHONED PLEASE CALL CALLED TO SEE YOU WILL CALL AGAIN WANTS TO SEE YOU URGENT RETURNED YOUR CALL Message become Operator AMPAD EFFICIENCY® 23-023 CARBONLESS JUL-23-1992 10:27 OUTLOOK GRAPHICS 414 727 8529 P.001/029 FACSIMILE TRANSMISSION or ATTENTION Jeannie Bunton DATE 7/23/92 COMPANY NO. OF PAGES SENT 41 INCLUDING COVER LOCATION FAX NO. 202-456-6218 outlook FROM Cindy Baumgartner graphics 1180 AMERICAN DRIVE NEENAH. WI 54956 (414) 722-2333 FAX NUMBERS: CUSTOMER SERVICE/PURCHASING/PLANNING: 414-727-8529 SALES/ESTIMATING/ACCOUNTING: 414-727-4787 FULFILLMENT: 4)4-722-5878 PERSONNEL: 414-722-3991 MAILING: 414-751-0252 MEMO ADMIN-9/REV.3-72 JUL-23-1992 10:28 OUTLOOK GRAPHICS 414 727 8529 P.002/029 OUTLOOK GRAPHICS: YOUR INNOVATIVE PARTNER JUL-23-1992 10:28 OUTLOOK GRAPHICS 414 727 8529 P.003/029 OUTLOOK'S APPROACH TO GRAPHIC MARKETING SUPPORT COMPANY PROFILE Outlook Graphics has done what no one else in the industry Outlook Graphics was formed in 1977 as specialists in has: carved a niche as a one-stop, full service source for printing and mailing. The company experienced explosive powerful graphic marketing support programs. By offering growth and by 1983, it was named to the "Inc. 500" list of a complete range of integrated services and featuring state- fastest growing private companies in America. In 1988, of-the-art equipment, and the most advanced print Outlook underwent a major expansion, nearly doubling production processes, we at Outlook have built a reputation its physical plant and increasing its contract packaging for helping customers seize new marketing opportunities capabilities. In June 1990, Outlook announced an wherever they exist. additional expansion effort. Outlook Graphics' commitment to the industry means a INNOVATIVE PARTNERS constant effort to broaden production capabilities with the most advanced equipment and a continual development As partners, we work one-on-one with our clients to build of technical expertise. Today, that includes various new dynamic promotional marketing programs that deliver big packaging endeavors. results. From start to finish, whether a program requires printing, labeling, card converting, film overwrapping, For the employee stockholders of Outlook Graphics, cartoning or direct mail and fulfillment, Outlook Graphics however, it is not enough for the company to evolve has the complete capability under one roof. to meet industry's needs. Rather the company strives to develop new technologies that provide customers with new opportunities. UNSURPASSED ADVANTAGES Our one call concept offers unsurpassed advantages. Outlook's comprehensive services are streamlined which means every job is coordinated efficiently, eliminating costly shipping between subcontractors. A central project coordinator oversees all technical production phases, making multifaceted projects a breeze. Additional advantages are realized through improved security and quality control. CREATIVE EXCELLENCE What really sets us apart, in addition to offering more options and services than anyone in the industry, is our commitment to innovation and creative excellence. JUL-23-1992 10:28 OUTLOOK GRAPHICS 414 727 8529 P.004/029 GRAPHICS REPRODUCTION Top quality marketing demands top quality printing. At Outlook, we use our creative versatility and extensive production equipment to your best advantage. We have the capabilities to produce high volume sheet fed printing in up to six colors plus varnishes and aqueous coatings. Our bindery offers intricate custom die- cutting. trimming, scoring, folding and specialty finishing. What's exceptional about Outlook's sheet-fed printing is how it enhances our total graphics capabilities. Go ahead and use Outlook for a self-contained printing job. We compete with the best. But combine it with our on-site overwrapping, folding carton, card converting, or mailing capabilities, and you've discovered a rare treasure in the graphics industry. LABELS COUPONS VINYL CARDS P-O-S Outlook's extensive graphic capabilities are complemented by COIN-VENDED the printed promotional products offered by our label division. Outlook Label Systems. Housed in its own 90,000 square foot facility, Outlook can create virtually any narrow-web produced piece needed. Scented From single and continuous coupons, to dual-ply instant redemption coupons, the options are many, OLYMPIA including product labels, stickers, vinyl cards, point-of-sale materials and game pieces. All of these items may be enhanced by the use of scratch-off inks, sequential numbering, or custom ink-jet printing which may be available upon request. We can even take it a step further by offering complete finishing Menter services, such as affixing cards and labels to forms. Turkey Pastrami Outlook's sophisticated equipment allows us to print large quantities in a number of colors, finishes and stocks - even 12 mil vinyl. The uses - and creative possibilities - are endless. CARD CONVERTING Inaugural Extition It's no surprise that the licensees of the NFL, NBA and Major League Baseball chose Outlook Graphics to produce their collectable sports cards. Outlook has a national reputation for producing high quality multi-color cards, wraps and displays in phenomenal quantities. What does that mean for you? Next time you have a card converting job that requires quality printing, critical collating expertise and eye-catching packaging, remember Outlook Graphics. JUL-23-1992 10:29 OUTLOOK GRAPHICS 414 727 8529 P.005/029 FILM OVERWRAPPING When it comes to film overwrapping, we understand that you can't afford to take chances on deadlines or quality. Outlook has more than 20 overwrap machines to accommodate multiple large-run jobs at one time - and on time. Our elaborate quality control system, which includes a state-of-the-art testing FREEND laboratory, uses a form of statistical process control to ensure that your job has a 99% AQL. ChexCennals Our capabilities include overwrapping clear or printed film in single or continuous formats. Outlook's one-of-a-kind 2009 food grade clean room has met stringent FDA standards, SAVE assuring safety and quality. Most importantly, it has Maggy received the enthusiastic approval of many leading U.S. consumer products companies. Need to overwrap coupons, premiums, foods or product samples? At Outlook, the best is guaranteed. How Your to Life Protectings FOLDING CARTONS Outlook can help you produce custom paperboard packages that make your customers sit up and take notice. Whether you Available Case want one-color printing or five-color, standard paper or heavy stock, special die cuts, gluing or crash lock bottoms, Outlook ideals Brown and Doctor can do it all. Really want to make an impression? White Consider embossing, cellophane windows or tipped-down coupons or premiums. BONUS OFFER THE THE SEASONTS Trust Outlook to create 2 production line that includes package design, printing, die cutting, folding, gluing and inserting your product in-line. And, of course, we'll pack and ship to your distribution points, if you like. One call does it all. Ideals Return - I DIRECT MAIL & FULFILLMENT Your product has been cartoned, your coupons printed or your premiums overwrapped. Time to ship them to the next vendor for sorting, inserting, labeling, or mailing? Not at Outlook. At our 160,000-square-foot direct mail division, Outlook is fully equipped to handle your shipping and fulfillment needs. SUMMARY Outlook has made a substantial investment in high-speed, In an industry where speed and accuracy are essential, Outlook high-tech equipment to maximize your time and minimize your is committed to delivering a finished product that meets your costs. Material collsting, inserting, custom polywrapping. exacting standards every time. High-tech equipment alone won't labeling or ink-jet addressing can be done in line to reduce get your job done right. It takes creative people. People of handling costs. Even our centralized Midwestem location and integrity. People committed to quality and customer satisfaction. proximity to Chicago's Bulk Mailing Center are used for your It takes the people of Outlook Graphics. Put your innovative convenience and financial advantage. partners to work for you today. : 30 OUTLOOK GRAPHICS 414 727 8529 P.006/029 ERTS IN THE PRODUCTION OF PRINTED PROMOTIONAL OOK GRAPHICS SERVES AS A PRIMARY SUPPLIER [1] Ose AR ORPORATION IN ADDITION TO PRINTING, OSCAR May ER REMIES AGINEERING MANUFACTURING PACKAGING ANDUNSERTING.OF LIKE THE POLYWRAPPED LONGHABLES NAPKINS - IN THEIR CHRODUCTS THE LUNCHABLES PROGRAM ILLUSTRATES THE ROF INNOVATION TECHNOI QGY AND INDUSTRY EXPERIENCE SPELL SUGGESS FOR US AND OSCAR MAYER JUL-23-1992 10:31 OUTLOOK GRAPHICS 414 727 8529 P.007/029 OUTLOOK GRAPHICS C 0 R P.. ug WCW Wrestling HHIP / JENNIRO TURKEY HAM JENNIED CHormel TURKEY BREAST Light&Lean 97%FATFREE HictorySmoled. FRANKS Orcar - Mayer Hamster Gerbil TREATMENTS TORE B PERFORMANCE THROUGH PARTNERSHIPS JUL-23-1992 10:32 OUTLOOK GRAPHICS 414 727 8529 P.008/029 ABOUT THE COVER Outlook Graphics' successful our customers are illustrated on performance is the result of the cover. Shown are a variety partnerships developed with of products produced by our stockholders. employees. specialty printing and converting customers and suppliers. The and packaging operations. results of our partnership with CONTENTS President's Letter 2 Our Strategy + Our Business 5 Operations Review 6 Selected Financial Data 12 Management's Discussion and Analysis 13 Index to Financial Statements 16 Quarterly Data 27 Market Prices and Dividends 27 Corporate Information 28 JUL-23-1992 10:32 OUTLOOK GRAPHICS 414 727 8529 P.009/029 OUTLOOK GRAPHICS CORP. COMPANY PROFILE Outlook Graphics Corp. is a companies in the sports picture graphic services company which card, food, consumer products, offers an array of related services and printing and publishing including specialty printing, industries. The Company operates converting and packaging, and three production facilities in distribution principally to Neenah, Wisconsin. FINANCIAL HIGHLIGHTS Fiscal Year Ended May 31, 1991 1990 Change EARNINGS STATEMENT (dullars in thousands, except per share amounts) Net sales $43,275 $31,765 36.2% Operating profit 6,369 4,738 34.4 Net earnings 3,354 2,409 39.2 BALANCE SHEET (AT FISCAL YEAR END) Working capital $11,953 $ 2,002 497.1% Total assets 38,699 21,902 76.7 Long-term debt 4,409 7,005 (37.1) Stockholders' equity 27,466 7,893 248.0 PER SHARE Net earnings per share $ .92 $.69 33.3% Average shares outstanding 3,651,023 3,471,471 NET SALES (millions) NET EARNINGS (millions) NET EARNINGS PER SHARE $45 $4.0 $1.00 40 90 3.5 35 .80 3.0 .70 "30 2.5 .60 25 2.0 .50 20 1.5 .40 16 .30 1.0 10 .20 CR 0.6 .10 87 88 89 90 91 37 88 89 90 91 87 88 89 90 91 1 JUL-23-1992 10:33 OUTLOOK GRAPHICS 414 727 8529 P.010/029 DEAR STOCKHOLDERS We completed an initial public their own jobs and develop were $7.0 million in fiscal 1991. offering of shares of Common themselves to their fullest Major equipment purchases Stock at $11.50 per share in May potential. Their growth is included three six-color printing 1991. All of us at Outlock Graphics important to the Company's presses, labeling equipment, extend a warm welcome to the new growth. Our challenge is to and wrapping and trimming stockholders who have joined us. maintain this team spirit as we machines. Stockholders' equity We appreciate the confidence you expand quality customer services was $27,466,000 at May 31, 1991, have placed in us by investing in and employment in the future. a substantial increase from our Company. We also want to stockholders' equity of FISCAL 1991 RESULTS thank our long-term stockholders $7,893,000 at the same time for their support throughout the Our second set of "firsts" was the last year. 14 years of growth which have new highs in sales, earnings, GROWTH AREAS brought us to where we are today. employment and stockholders' At Outlook Graphics, we place a equity achieved in fiscal 1991. For Increased demands for specialty great deal of importance on the year ended May 31, 1991, sales printing and converting partnerships--partnerships with rose 36% to $43,275,000. Net capabilities were the primary stockholders, employees, custo- earnings were $3,354,000, a 39% reasons for the record sales and mers and suppliers. These valuable increase from the prior year. Net earnings. The sports picture card relationships have enabled us to earnings per share were $.92. up industry was a source of sizeable build a strong company. They serve 33%. These numbers reflect the growth for us this year. We print, as the foundation for our future outstanding performance of our trim, collate and wrap picture growth as well. people in delivering high quality cards for customers including Charles E. Jeffry H. Collier Thompson Vice President- Our partnership with employees services at a reasonable cost. Fleer Corp., Impel Marketing, Executive Vice Manufacturing President is especially strong. One of the The proceeds from the initial Inc., and The Upper Deck attributes that we believe sets public offering have been used to Company. We have diversified Outlook Graphics apart from many reduce debt and to supply the our picture card customer base, other companies is the opportunity growing capital needs of the allowing our entry into the we offer our employees to manage Company. Capital expenditures entertainment card market. 2 JUL-23-1992 10:33 OUTLOOK GRAPHICS 414 727 8529 P.011/029 UUTLOOK URAPHICS CURP. 1991 WAS A We are also pleased with our THE FUTURE YEAR OF FIRSTS first year of experience in Our solid base in consumer paperboard packaging and look for products and publishing, continued growth in this area in combined with our established the coming year. We continue to expertise in trading cards, seek other complementary service positions us for continued progress niches to further expand our in fiscal 1992. There will be many vertically integrated capabilities. opportunities for Outlook Graphics We define ourselves as a service throughout the nineties. With the company. Our ability to help our public offering behind us, the customers successfully market addition of several key managers, their products has enabled us to and our increased financial attract many quality companies as strength, we are ready to make the customers, including a number of most of these opportunities. Fortune 1000 companies. The It is appropriate to close our prospects for adding to this list in first annual report with a thank fiscal 1992 are excellent. you to our partners-our OBJECTIVES stockholders, customers, employees and suppliers. Your Our corporate objectives are to: support and commitment make meet the needs of our customers; Outlook Graphics 8 very special Jeffrey P. Stilp David L. develop a highly motivated and Treasurer and Erdmann company. Controller Chairman and well-trained employee group; and President increase the value of our stock- claved L. Edian holders' investment. These objec- David L. Erdmann Chairman and President tives are the framework we use to strategize activities and evaluate our progress throughout the year. 3 JUL-23-1992 10:43 OUTLOOK GRAPHICS 414 727 8529 P.029/029 Outlook Graphics Corp. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE E-LONG-TERM DEBT Long-term debt consists of the following (in thousands): On September 1, 1990, Outlook Label entered into an agreement for industrial development bond financing 1991 1990 in the aggregate principal amount of $4,000,000 with Term loans $ 1 $6,005 annual principal installments of $400,000 commenc- Revolving loan - 1,600 ing September 1, 1991, with interest at a floating rate Industrial development bonds 4,835 2,245 determined by a remarketing agent (5.75% at May 31, Various notes - 20 1991). As of May 31, 1991, $4,000,000 was outstanding. 4,835 9,870 The revolving loan and the industrial development Less current maturities 426 2,865 bonds are collateralized by the Company's accounts $4,409 $7.005 receivable, inventories, property, plant and equip- ment and the common stock of Outlook Label. TERM LOANS The loans were payable in monthly installments The revolving loan and the industrial development ranging from $13,000 to $55,000 including interest bond obligations are subject to the terms of certain ranging from 11.1% to prime plus .5%. These loans loan agreements which contain provisions setting were paid in full during May 1991. forth, among other things, working capital, net worth and debt to equity requirements, and restrictions on REVOLVING LOAN property and equipment additions, loans, invest- The Company has a $3,750,000 revolving credit ments, other borrowings, management consulting agreement expiring September 12, 1991. Borrowings services, and acquisitions and redemptions of the thereunder bear interest at .5% over prime. The out- Company's stock or the issuance of stock except for standing balance was paid in full during May 1991. cash. Additionally, the Company may not pay cash INDUSTRIAL DEVELOPMENT BONDS dividends without the prior consent of its lenders. On April 1, 1980, the Company entered into an agree- The Company has obtained waivers for certain past ment for industrial development bond financing in actions which otherwise would have constituted vio- the aggregate principal amount of $650,000 with lations of covenants under the loan agreements. The interest ranging from 9.2% to 9.5%, due in annual waivers relate to limitations on additional indebted- principal installments of $55,000 through April 1992. ness and investments in other entities, capital These bonds were retired during May 1991. expenditure limitations, prohibitions on repurchase of stock, limitations on the purchase or the sale and On June 1, 1989, the Company entered into an leaseback of equipment, the issuance of shares of agreement for industrial development bond financing stock and prepayments of outstanding debt. in the aggregate principal amount of $1,300,000 with annual principal installments ranging from $74,000 At May 31, 1991, future maturities of long-term debt to $321,000 commencing on June 1, 1991, with inter- were as follows (in thousands): est at 98% of the prime rate through June 1, 1999. 1992 $ 426 These bonds were retired during May 1991. 1993 429 On June 1, 1989, the Company entered into an 1994 432 agreement for industrial development bond financing 1995 436 in the aggregate principal amount of $835,000 with 1996 440 annual principal installments ranging from $26,000 Thereafter 2,672 to $522,000 commencing on June 1, 1991, with Total maturities $4,835 interest at 10% through June 1, 1994, and then at 98% of the prime rate through June 1, 1999. As of both May 31, 1991 and 1990, $835,000 was outstanding. 22 JUL-23-1992 10:34 OUTLOOK GRAPHICS 414 727 8529 P.012/029 OUR STRATEGY OUTLOOK GRAPHICS IS A innovative approach to work-an PEOPLE COMPANY. approach which encourages We work hard to build strong individuals to develop their career partnerships with our employees, in a supportive environment. customers and suppliers. Sustaining the momentum of this Our partnership with employees important partnership is the future begins with our management team. for Outlook Graphics and the Many of these experienced people on our team. managers have been with the OUTLOOK GRAPHICS IS A Company since its inception. As a SERVICE COMPANY. result, they know our business and Partnerships with our customers our customers. They have devel- are based upon quality and oped the approach to service which value. We continually seek makes Outlook Graphics unique. complementary new service We are proud of the fact that a niches to enable our customers to significant number of employees effectively market their products. International Masters Publishers, are Outlook Graphics stockholders. And we value the participation of Inc., Kimberly-Clark Corporation, Dedicated employees like those our suppliers in enhancing our Kraft General Foods, Inc., Oscar featured in this report help us to reputation for quality. Mayer Foods Corporation, The earn our reputation for quality and We are proud to work with many Procter & Gamble Company, service every day with every nationally recognized companies virtually all of the major U.S. cereal customer. including AMEX Life Assurance companies, and others. Service at We attract and retain these Company, Banta Corporation, Fleer Outlook Graphics means giving talented individuals because of our Corp., Impel Marketing, Inc., 110% to all of our customers. 4 JUL-23-1992 10:34 OUTLOOK GRAPHICS 414 727 8529 P.013/029 OUTLOOK GRAPHIUS CuRr OUR BUSINESS Outlook Graphics has three major related classes of services: 39% SPECIALTY PRINTING, 54% CONVERTING AND PACKAGING, AND DISTRIBUTION. Customers may utilize just one or a combination of these services, depending upon their needs. We call this our "one-stop shop" concept. This approach gives us a unique competitive advantage in the marketplace. Instead of offering a specific set of services to customers, we design a combination of integrated services Dirk J. DeBraal Richard R. Austin Suzanne M. Myron R. Jones around the needs of each customer. Plant Manager Purchasing McAloon Production Manager Estimating Control Manager This continuum of services can Manager efficiently take a project from the Patrick R. Rusk Cynthia J. Kallien George L. Hazen initial concept to completion Division Manager Assistant Personnel Controller Manager without the need for subcontractors and transporting projects to various locations. Increased efficiency and cost effectiveness are the benefits of this approach for our customers. 5 JUL-23-1992 10:37 OUTLOOK GRAPHICS 414 727 8529 P.018/029 UUTLOOR URAPTIOS VUR DISTRIBUTION The final step in our one-stop Fulfillment is the distribution of service approach is direct mailing items to a third party as they are and fulfillment. This operating area ordered by the customer. These can was 7% of fiscal 1991 sales. be in response to special promo- After our customers' products tions or replenishment of standing have been printed, packaged or orders for materials such as forms overwrapped, we ship them out of and booklets which are reprinted our secured 160,000 square foot and warehoused at our facility. direct mail facility. We utilize high- Remote access capabilities give speed equipment to ink-jet address, customers immediate information collate, insert, wrap and label items on their inventories and the ability for bulk mailing. Zip code sorting to reorder items by computer. achieves maximum postage savings E From concept through for our customers. Direct mailings completion, printing to fulfillment, during the past year included this review of our operations Phyllis Voughan catalogs, coupon packages, federal illustrates how Outlook Graphics Phyllis Vaughan income tax forms and promotional responds to customer needs. We "We're all team members at materials. truly are a one-stop source, helping Outlook. And as a team, we work toward serving the customer to customers to market their products the best of our abilities." efficiently and cost effectively. 11 JUL-23-1992 10:38 OUTLOOK GRAPHICS 414 727 8529 P.019/029 SELECTED FINANCIAL DATA The following selected financial data of Outlook the consolidated financial statements, related notes Graphics Corp. (the "Company") has been derived and Management's Discussion and Analysis contained from the Company's audited consolidated financial in this report. statements and should be read in conjunction with (in thousands, except per share amounts) Fiscal Year Ended May 31, 1991 1990 1989(1) 1988 1987 EARNINGS STATEMENT DATA: Net sales $43,275 $31,765 $17,292 $11,467 $ 8,280 Cost of goods sold 32,407 23,013 13,204 8,807 6,316 Gross profit 10,868 8,752 4,088 2,660 1,964 Selling, general and administrative expenses 4,499 4,014 2,601 1,802 1,415 Operating profit 6,369 4,788 1,487 858 549 Other income (expense): Interest expense (1,323) (1,071) (611) (375) (237) Interest and other income 420 247 154 189 202 Earnings before income taxes and cumulative effect of accounting change 5,466 3,914 1,030 672 514 Income tax expense 2,112 1,505 374 275 259 Earnings before cumulative effect of accounting change 3,854 2,409 656 397 255 Cumulative effect of accounting - - 224 - change on prior years (2) - NET HARMINGS $ 8,354 $ $ 2,409 $ 656 $ 621 $ 255 Earnings per share: Before cumulative effect of accounting change (2) $ .92 $ .69 $ :21 $ .14 $ .09 Net EARNINGS PER SHARE .92 .69 .21 .22 .09 Weighted average number of shares outstanding 3,651,023 3,471,471 3,094,152 2,883,950 2.852,768 BALANCE SHEET DATA (AT FISCAL YEAR END): Working capital $11,953 $ 2,002 $ 3,115 $ 1,005 $ 573 Total assets 38,699 21,902 17,920 9,474 8,273 Long-term debt, less current maturities 4,409 7,005 8,352 3,006 3,095 Stockholders' equity 27,466 7,893 5,402 3,477 2,757 (1) Includes the results of operations of the Company's subsidiary, Outlook Label Systems, Inc. ("Outlook Label") from January 1, 1989. See Note K of Notes to Consolidated Financial Statements. (2) Effective June 1, 1987, the Company changed its method of accounting for income taxes to the liability method in accordance with Statement of Accounting Standards No. 96. The cumulative effect of this accounting change increased earnings by $224,000 ($.08 per share) for fiscal 1988. 12 JUL-23-1992 10:38 OUTLOCK GRAPHICS 414 727 8529 P.020/029 MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS The following table shows, for the fiscal years indi- Gross profit increased $2.1 million, or 24.2%, during cated, certain items from the Company's consolidated fiscal 1991 as compared to fiscal 1990 due to statements of earnings expressed as a percentage of increased sales, offset in part by lower gross profit net sales. margins. Gross profit as a percentage of net sales decreased during fiscal 1991 to 25.1% from 27.5% Percentage of Net Sales during fiscal 1990. This decrease was due primarily Year Ended May 31, 1991 1990 1989 to a reduction in gross margins at Outlook Label Net sales 100.0% 100.0% 100.0% because of a change in project mix and higher labor Cost of goods sold 74.9 72.5 76.4 costs at the Company related to the training and Gross profit 25.1 27.5 23.6 retention of additional employees hired to support Selling, general and new and increased production requirements. administrative expenses 10.4 12.6 15.0 Selling, general and administrative expenses as a Operating profit 14.7 14.9 8.6 percentage of net sales decreased during fiscal 1991 to Other income (expense): 10.4% as compared to 12.6% for fiscal 1990. primarily Interest expense (3.1) (3.4) (3.5) due to the increase in net sales and the fixed nature of Interest and certain selling, general and administrative expenses. other income 1.0 .8 .8 Interest expense as a percentage of net sales (2.1) (2.6) (2.6) decreased slightly to 3.1% during fiscal 1991 from Earnings before 3.4% for fiscal 1990. However, the dollar amount income taxes 12.6 12.3 6.0 of interest expense increased by $252,000 to $1.3 Income tax expense 4.9 4.7 2.2 million for fiscal 1991 due to increased borrowings NET EARNINGS 7.8% 7.6% 3.8% to finance capital expenditures prior to the Company's initial public offering in May 1991. Interest income increased during fiscal 1991 primarily due to earnings from $3.1 million of unexpended funds from industrial development bond financing. FISCAL 1991 COMPARED TO FISCAL 1990 As a result of the factors discussed above, and Net sales for fiscal 1991 of $43.3 million were $11.5 reflecting 3 relatively constant effective income tax rate for both periods, net earnings for fiscal 1991 million, or 36.2%, higher than the sales of $31.8 million increased by $945,000, or 39%, compared to fiscal in fiscal 1990. Net sales of converting and packaging services increased 67.9% to $23.5 million during 1990. Net earnings as a percentage of net sales fiscal 1991 from $14.0 million in fiscal 1990, primarily increased slightly to 7.8% for fiscal 1991 compared to 7.6% in fiscal 1990. due to increased volume of sports and other collectible picture card production for new customers. This Because of the project-oriented nature of the increase occurred in spite of the absence of converting Company's business, the Company's largest customers and packaging sales in fiscal 1991 to two customers tend to vary from year to year depending on the which had been the Company's largest customers in number and size of the projects completed for these fiscal 1990. In addition, net sales of specialty printing customers. Additionally, the Company's sales have increased 20.0% to $16.8 million during fiscal 1991 been relatively concentrated among its largest from $14.0 million in fiscal 1990, primarily due to customers, as well as concentrated in the sports increased production of sports and other collectible picture card business which constituted 43% and 26% picture cards. of net sales in fiscal 1991 and 1990, respectively. Changes in the Company's project mix and customer base, or the demand for the Company's services relating to sports picture cards, could affect future sales volume and profitability. 13 JUL-23-1992 10:39 OUTLOOK GRAPHICS 414 727 8529 P.021/029 MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED) FISCAL 1990 COMPARED TO LIQUIDITY AND FISCAL 1989 CAPITAL RESOURCES Net sales for fiscal 1990 increased by $14.5 million, or The Company completed an initial public offering in 83.7%, over net sales for fiscal 1989. In fiscal 1990, May 1991. The Company's issuance of 1,561,372 the Company significantly expanded its converting shares of Common Stock netted proceeds to the and packaging of sports picture cards, which Company of $16.2 million. The Company used $13.5 accounted for $8.3 million, or 26.2%, of net sales in million of the proceeds to reduce outstanding debt fiscal 1990. Outlook Label completed its first full year and the balance of the proceeds were retained as of operations with the Company and generated net working capital. sales of $6.9 million (representing 21.8% of net The Company has a bank agreement with an avail- sales), as compared to $1.8 million for the five month able revolving credit facility. As of May 31, 1991, 1990 period included in fiscal 1989. and 1989, $0, $1.6 million and $2.2 million, respec- Gross profit increased $4.7 million, or 114%, in fiscal tively, had been drawn under the revolving credit 1990 as compared to fiscal 1989. Gross profit as a facility, which provides a commitment of $3.75 percentage of net sales increased to 27.5% for fiscal million through September 12, 1991. In addition, the 1990 from 23.6% for fiscal 1989. The improvement in bank agreement included term loan facilities under gross profit margins is primarily attributable to the which $0, $6.0 million and $5.8 million, respectively, growth in converting and packaging services and the were outstanding as of May 31, 1991, 1990 and 1989. resulting more efficient utilization of production The Company has generated cash flows from opera- resources. Increases in Outlook Label's net sales and tions during each of the past three full fiscal years. The improvement in its margins also contributed to the Company's line of credit provides an additional source increase in gross profit percentage. of liquidity when needed. While total selling, general and administrative The Company's policy has been to fund capital expenses increased by $1.4 million from fiscal 1989 to expenditures with cash generated from operations fiscal 1990, they decreased as a percentage of net sales to 12.6% in fiscal 1990 from 15.0% in fiscal 1989. and through borrowings, and by leasing certain assets rather than purchasing them. In some The increase in the dollar amount primarily reflects a instances, the Company has acquired capital equipment full year of Outlook Label operations, increased com- with cash generated from operations or its revolving pensation expense and other expenses related to the credit facility and has recovered these funds through growth in net sales. The decrease in the percentage the ensuing sales of that equipment (at cost) to amount primarily resulted from the increase in net sales and the fixed nature of certain selling, general third parties that lease the equipment back to the Company. Amounts recoverable from sale and lease- and administrative expenses. back transactions relate to cash amounts recoverable Interest expense as a percentage of net sales by the Company at a stated date pursuant to sale/ decreased slightly to 8.4% in fiscal 1990 from 3.5% in leaseback financing commitments not yet funded. fiscal 1989. However, the dollar amount of interest The Company uses sale/leaseback financing with expense increased by $460,000 from $611,000 in fiscal respect to new equipment, and does not sell and 1989 to $1,071,000 in fiscal 1990 due to additional bank lease back existing equipment as a source of funds. borrowings used to finance capital expenditures to The competitive requirements of the graphic services support the growth in sales. industry require the Company to make significant As a result of the factors discussed above, and despite capital expenditures to maintain and improve its an increase in the Company's effective tax rate from equipment and facilities. During fiscal 1991, the 36.4% to 38.5%, net earnings as a percentage of net Company made approximately $7.0 million in capital sales increased to 7.6% in fiscal 1990 from 3.8% in expenditures, excluding the cost of capital equip- fiscal 1989. ment financed through sale/leaseback transactions. 14 JUL-23-1992 10:40 OUTLOOK GRAPHICS 414 727 8529 P.022/029 MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED) The expenditures consisted of $5.4 million for equip- through $2.7 million in working capital of the pro- ment, $660,000 for expansion of the Company's ceeds remaining from the initial public offering after pressroom facilities, and $1.0 million for a plant debt repayment, and through funds obtained from expansion at Outlook Label. The Company financed operations and borrowings. The Company's capital its fiscal 1991 capital expenditures through increased position has been strengthened as a result of the bank borrowings, industrial development bond repayment of outstanding debt with the proceeds financing and working capital. Additionally, during from the initial public offering. The Company fiscal 1991, the Company entered into two operating believes this strengthening will enhance its ability to leases for equipment valued at $5.0 million which obtain future additional debt financing under favor- require total annual lease payments of $901,000. able terms. Outlook Label also has available $3.0 million in unexpended proceeds from previous indus- During fiscal 1990, the Company made approximately trial development bond financing. The Company may $4.6 million in capital expenditures of which the also continue to obtain the use of new equipment Company recovered $1.2 million during the first quarter through operating lease arrangements if advanta- of fiscal 1991 through a sale and leaseback of new geous to the Company to do so. equipment. During fiscal 1990, the Company gener- ated cash from operations of approximately $4.2 The Company's debt agreements include covenants million, which was used primarily for the acquisition and restrictions which require the Company to main- of capital equipment. Also during fiscal 1990, the tain certain capital levels, prohibit the payment of Company borrowed $2.1 million using industrial dividends, restrict capital expenditures and other- development bond financing, of which $605,000 wise require the Company to meet certain financial remained available for future use at May 31, 1990. tests. The Company has, in the past, received waivers to permit it to take actions which would not other- During fiscal 1989, the Company's capital expendi- wise be permitted by the covenants; these waivers tures totalled $4.3 million and were funded through have permitted additional specified capital invest- bank borrowings and cash generated from operations. ments, repurchases of securities and stock dividends. The Company anticipates capital expenditures of The Company currently is negotiating a new debt approximately $8.0 million in fiscal 1992. The agreement with an expanded line of credit and less Company intends to finance the expenditures restrictive covenants. IMPACT OF INFLATION In general, the Company believes that the effects of inflation on the Company have not been material in recent years. PRINCIPAL CLASSES OF SERVICES The following table sets forth the approximate amount and percentage of net sales contributed by each principal class of the Company's services during the last three fiscal years: Fiscal Year Ended May 31, 1991 1990 1989 (dollars in thousands) Specialty Printing $16,754 39% $14,007 44% $ 8,299 48% Converting and Packaging 23,546 54 14,037 44 5,817 34 Distribution 2,975 7 3,721 12 3,176 18 TOTAL $43,275 100% $31,765 100% $17,292 100% 15 JUL-23-1992 10:40 OUTLOOK GRAPHICS 414 727 8529 P.023/029 INDEX To FINANCIAL STATEMENTS Consolidated Balance Sheets 17 Consolidated Statements of Earnings 18 Consolidated Statements of Stockholders' Equity 19 Consolidated Statements of Cash Flows 20 Notes to Consolidated Financial Statements 21 Statement of Management Responsibility for Financial Statements 26 Report of Independent Certified Public Accountants 26 16 -1992 10:34 OUTLOOK GRAPHICS 414 727 8529 P.014/029 CARDS OF CO PREMIUM AVET COLLECTOR'S GARDS ANDRET 199 WEW JUL-23-1992 10:35 OUTLOOK GRAPHICS 414 727 8529 P.015/029 SPECIALTY PRINTING Increased demand for specialty Our label division produces printing was a key factor in our product labels, stickers, vinyl record 1991 earnings. This class of cards, point-of-sale materials and services represented 39% of sales game pieces. These can be in fiscal 1991. enhanced with scratch-off inks, Utilizing the latest in technology sequential numbering or custom and equipment, Outlook Graphics printing. provides high volume sheet-fed The successful specialty printing in up to six colors plus printing operation offers quality varnishes and aqueous coatings. reproduction either as a single We also offer custom die-cutting, service or combined with collating trimming, scoring, folding and and packaging for a complete specialty finishing. project. This approach gives us the Examples of some specialty flexibility to meet a variety of printing products include sports customer requirements. Iim Friebel and other picture cards, recipe cards, foiding cartons, food Jim Friebel coupons and labels, vinyl cards "People make the difference here. (such as temporary credit cards), Management recognizes the contributions we make on an pressure sensitive labels, hour by hour basis, assuring that the best work is being done on sweepstakes and game pieces, behalf of our customers." and stickers. 7 JUL-23-1992 10:36 OUTLOOK GRAPHICS 414 727 8529 P.016 Maur JUL-23-1992 10:37 OUTLOOK GRAPHICS 414 727 8529 P.017/029 UUTLOOK URAPHIOS VvAr. CONVERTING Converting and packaging services National Basketball Association, AND PACKAGING comprised 54% of fiscal 1991 sales. the National Football League and These operations were strong the National Hockey League. We contributors to 1991 profits. have diversified this area of our Our packaging operation operations outside of sports cards performs film overwrapping to include entertainment and other functions for a variety of products. collectible cards which offer growth A popular example of this capability opportunities. is the folding and overwrapping of Our sports card production the napkins for Oscar Mayer's expertise evolved from our earlier Lunchables™ packages. Other work on cards for board games activities in this operation include including Trivial Pursuit We also overwrapping toys and other convert recipe cards, children's promotional items for inside cereal picture cards and educational boxes and packaging fabric softener flasheards. Some of the specialized sheets for laundry room vending equipment used in this process has machines. Outlook Graphics' food been researched and developed by grade clean room meets stringent Outlook Graphics employees. FDA standards for safety and . Our nowest packaging service is quality. the paperboard packaging IN A major activity of the capabilities we introduced one year converting and packaging area is ago. We are pleased with the Diane Kettner our expertise in picture card excellent market response for this Diane Kettner converting. This process involves service, which utilizes paperboard "In order to provide customers printing the cards, cutting, stock to print, die-cut, fold, glue and with quality products and services, you have to be a trimming, collating, overwrapping insert products and promotional company made up of quality people who care about their and cartoning the cards for items into folding cartons, blister work. Like Outlook." distribution. We currently produce cards, pocket folders and other cards for licensees of the American point-of-purchase materials. and National Baseball leagues, the 9 JUL-23-1992 10:41 OUTLOOK GRAPHICS 414 727 8529 P.024/029 Outlook Graphics Corp. and Subsidiary CONSOLIDATED BALANCE SHEETS May 31, 1991 1990 (in thousands, except share amounts) ASSETS CURRENT ASSETS Cash and cash equivalents (note A) $ 3,467 $ 440 Accounts receivable, less allowance for doubtful accounts of $208 and $202 respectively 7,347 8,226 Notes receivable-current maturities (note B) 21 65 Recoverable funds from sale/leaseback (note J) - 1,162 Inventories (notes A and C) 4,369 2,016 Prepaid expenses 285 125 Deferred income taxes (note H) 685 342 Other 295 177 Total current assets 16,469 7,553 PROPERTY, PLANT AND EQUIPMENT-AT COST Buildings 5,651 4,006 Machinery and equipment 16,585 12,253 Machinery and equipment deposits 848 145 23,084 16,404 Less accumulated depreciation (note A) 4,387 3,520 18,197 12,884 Land 152 125 18,349 13,009 OTHER ASSETS Equipment acquisition trust fund (note D) 2,985 605 Goodwill (notes A and K) 521 550 Notes receivable-less current maturities (note B) 89 95 Other 286 90 3,881 1,340 TOTAL ASSETS $38,699 $21,902 LIABILITIES AND SYOCKNOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt (note E) $ 426 $2,865 Accounts payable 2,201 667 Accrued liabilities Salaries and wages 1,385 975 Payroll and other taxes 205 109 Interest 58 144 Other 241 119 1,889 1,347 Income taxes (note H) - 672 Total current liabilities 4,516 5,551 LONG-TERM DEBT, less current maturities (note E) 4,409 7,005 DEFERRED INCOME TAXES (note H) 2,308 1,453 COMMITMENTS (note J) - - STOCKHOLDERS' EQUITY (notes F and I) Cumulative Preferred Stock, $.01 par value-authorized 1,000,000 shares; none issued - - Common Stock, $.01 par value-authorized 15,000,000 shares; issued and outstanding, 5,055,382 and 3,489,885 shares, respectively 51 35 Additional paid in capital 18,280 2,077 Retained earnings 9,135 5,781 27,466 7,893 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $38,699 $21,902 The accompanying notes are an integral part of these statements. 17 JUL-23-1992 10:41 OUTLOOK GRAPHICS 414 727 8529 P.025/029 Outlook Graphics Corp. and Subsidiary CONSOLIDATED STATEMENTS OF EARNINGS Year Ended May 31, 1991 1990 1989 (in thousands, except per share amounts) Net sales $43,275 $31,765 $17,292 Cost of goods sold 82,407 23,013 13,204 Gross profit 10,868 8,752 4,088 Selling, general and administrative expenses 4,499 4,014 2,601 Operating profit 6,369 4,738 1,487 Other income (expense) Interest expense (1,323) (1,071) (611) Interest income 178 112 66 Other income 242 135 88 (903) (824) (457) Earnings before income taxes 5,466 3,914 1,030 Income tax expense (note H) 2,112 1,505 374 NET EARNINGS $ 3,354 $ 2,409 $ 656 NET EARNINGS PER SHARE (NOTE AI $.92 $.69 $.21 Weighted average number of shares outstanding 3,651,023 3,471,471 3,094,152 The accompanying notes are an integral part of these statements. 18 JUL-23-1992 10:42 OUTLOOK GRAPHICS 414 727 8529 P.026/029 Outlook Graphics Corp. and Subsidiary CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Additional Common Stock paid in Retained (dollars in thousands) Shares Amount capital earnings Total Balance at May 31, 1988 (note F) 2,919,852 $30 $ 732 $2,716 $ 3,478 Issuance of shares under stock purchase plan (note G) 17,045 - 39 - 39 Issuance of shares in acquisition of Outlook Label (note K) 536,245 5 1,262 - 1,267 Repurchase of shares (17,333) (88) - - (38) Net earnings for 1989 - - 656 656 - Balance at May 31, 1989 3,455,809 35 1,995 3,372 5,402 Issuance of shares under stock purchase and stock option plans (notes G and I) 36,880 - 92 - 92 Repurchase of shares (2,804) (10) - - (10) Net earnings for 1990 - - - 2,409 2,409 Balance at May 31, 1990 3,489,885 35 2,077 5,781 7,893 Issuance of shares under stock option plan (note I) 4,125 - 9 - 9 Issuance of shares in initial public offering (note F) 1,561,372 16 16,195 - 16,211 Net earnings for 1991 1 - 1 3,354 3,354 Payment of fractional shares - - (1) - (1) Balance at May 31, 1991 5,055,382 $51 $18,280 $9,135 $27,466 The accompanying notes are an integral part of these statements. 19 JUL-23-1992 10:42 OUTLOOK GRAPHICS 414 727 8529 P.027/029 Outlook Graphics Corp. and Subsidiary CONSOLIDATED STATEMENTS OF CASH FLOWS 1991 1990 1989 Year Ended May 31, (in thousands) Cash flows from operating activities: Net earnings $3,354 $2,409 $ 656 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 1,694 1,284 803 Deferred income taxes 512 343 123 Other (7) (5) (23) Change in assets and liabilities net of effects from purchase of business: Increase in accounts receivable (4,121) (159) (853) (Increase) decrease in inventories (2,353) 313 (911) Increase in prepaid expenses (160) (11) (66) Increase in other current assets (118) (125) (34) Increase (decrease) in accounts payable 1,534 (937) 641 Increase in accrued liabilities 542 547 182 Increase (decrease) in income taxes (672) 552 (10) Net cash provided by operating activities 205 4,211 508 Cash flows from investing activities: (Increase) decrease in recoverable funds from sale/leaseback 1,162 (1,162) I Acquisition of property, plant and equipment (6,950) (3,449) (4,265) Increase in equipment acquisition trust fund (2,380) (605) I Proceeds from notes receivable 65 333 186 Proceeds from sale of equipment 39 147 157 Change in other assets (50) (70) (4) Business acquired, net of cash received - - (212) Net cash used in investing activities (8,114) (4,806) (4,138) Cash flows from financing activities: Net payments under revolving credit agreement (1,600) (635) (275) Proceeds from long-term borrowings 8,601 2,200 4,549 Proceeds from net issuance of Common Stock 16,219 82 1 Payments on long-term borrowings (12,036) (612) (782) Change in other assets (248) - I Net cash provided by financing activities 10,936 1,035 3,493 Net increase (decrease) in cash and cash equivalents 3,027 440 (137) Cash and cash equivalents at beginning of year 440 - 137 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,467 $ 440 $ - Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 1,409 $ 990 $ 572 Income taxes 2,393 609 260 Supplemental disclosures of non-cash investing and financing activities: During 1989, the Company acquired all of the common stock of Outlook Label and acquired fixed assets from Olympic Partnership in exchange for 536,245 shares of Common Stock and $250,000 in cash (see Note K). Liabilities were assumed as follows: Fair value of assets acquired $3,480 Cash paid (250) Stock issued (1,267) Liabilities assumed $1,963 On September 1, 1989, the Company issued 1,157,052 shares of Common Stock in a 3-for-2 stock split effected in the form of a 50% stock dividend. On August 3, 1990, the Company issued 2,223,418 shares of Common Stock in a 2.75-for-1 stock split effected in the form of a 175% stock dividend. 20 The accompanying notes are an integral part of these statements. JUL-23-1992 10:42 OUTLOOK GRAPHICS 414 727 8529 P.028/029 Outlook Graphics Corp. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A-SUMMARY OF NOTE B-NOTES RECEIVABLE ACCOUNTING POLICIES Notes receivable consist of the following (in thousands): A summary of the Company's significant accounting 1991 1990 policies consistently applied in the preparation of the accompanying consolidated financial statements follows. 11% note, due June 28, 1990, including interest (1) $ - $ 47 PRINCIPLES OF CONSOLIDATION 11% note, due September 28, 1994, The consolidated financial statements include all the receivable in annual payments accounts of Outlook Graphics Corp. and Outlook of $30,595, including interest (1) 95 113 Label Systems, Inc. ("Outlook Label") (a wholly 10% note due April 15, 1994, owned subsidiary formerly known as Olympic Label receivable in monthly Systems, Inc.). All intercompany accounts and trans- installments (2) 15 $ actions have been eliminated in the preparation of 110 160 the consolidated financial statements. The Company Less current maturities 21 65 operates in a single industry segment, graphic services. $ 89 $ 95 During the year ended May 31, 1991, 43% of the Company's net sales, and 56% of the accounts receivable balance (1) Collateralized by a guarantee from the at May 31, 1991, relate to the production of sports and parent company of the borrower. other collectible picture cards. (2) Collateralized by equipment. REVENUE RECOGNITION Revenue is recognized when services have been Future maturities of notes receivable as of May 31, completed and the product has been shipped. 1991, are as follows (in thousands): 1992 $ 21 CASH AND CASH EQUIVALENTS 30 Cash and cash equivalents include cash on hand. 1993 demand deposits and short-term investments with 1994 32 1995 27 maturities of three months or less. $110 The Company maintains its cash balance in several financial institutions in Wisconsin. These balances are insured by the Federal Deposit Insurance Corporation up to $100,000 per institution. At May 31, 1991, uninsured amounts held at these financial NOTE C-INVENTORIES institutions aggregate to $4,473,000. Inventories consist of the following (in thousands): INVENTORIES 1991 1990 Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. Raw materials $2,485 $1,526 Work in process 1,884 490 DEPRECIATION Depreciation is provided for in amounts sufficient to $4,369 $2,016 relate the cost of depreciable assets to operations over their estimated service lives, on a straight-line basis as follows: Buildings 10-40 years NOTE D-EQUIPMENT ACQUISITION Machinery and equipment 5-10 years TRUST FUND Accelerated methods are used for tax purposes. As discussed in Note E, the Company obtained proceeds of $835,000 from the sale of industrial development GOODWILL bonds. During September 1990, the Company obtained The excess of cost over the fair value of assets an additional $4 million from the sale of industrial acquired in the purchase of Outlook Label is being development bonds. Unexpended funds are held by a amortized on the straight-line basis over a period of bank under a trust agreement and will be used to pur- 20 years. Accumulated amortization is $64,000 and chase new machinery and equipment. $35,000 at May 31, 1991 and 1990. EARNINGS PER SHARE Net earnings per share is computed based on the weighted average number of shares of stock out- standing during each year. 21