Heartland Advisors Inc – ‘SC 13G/A’ on 2/12/07 re: Outlook Group Corp

On:  Monday, 2/12/07, at 1:53pm ET   ·   Accession #:  937394-7-31   ·   File #:  5-42058

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    13G Filing                                             5±    19K 

Document Table of Contents

UNITED STATES               
SECURITIES AND EXCHANGE COMMISSION                
WASHINGTON, D.C.  20549               

SCHEDULE 13G                

Under the Securities Exchange Act of 1934               

(Amendment No. 13)*               

OUTLOOK GROUP CORPORATION                 
(Name of Issuer)                

COMMON STOCK                
(Title of Class of Securities)                

690113105                 
(CUSIP Number)                

December 31, 2006               
(Date of Event Which Requires Filing of this Statement)               

Check the appropriate box to designate the rule pursuant to which               
this Schedule is filed:                                                         

[ X ]  Rule 13d-1(b)                                                  
[   ]  Rule 13d-1(c)                                                  
[   ]  Rule 13d-1(d)                                                  

*The remainder of this cover page shall be filled out for a                     
reporting person's initial filing on this form with respect to                  
the subject class of securities, and for any subsequent amendment               
containing information which would alter the disclosures provided               
in a prior cover page.                                                          

The information required in the remainder of this cover page                    
shall not be deemed to be "filed" for the purpose of Section 18                 
of the Securities Exchange Act of 1934 ("Act") or otherwise                     
subject to the liabilities of that section of the Act but shall                 
be subject to all other provisions of the Act (however, see the                 
Notes).                                                                         

CUSIP No. 690113105                                                             

1.  NAME OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS                         

HEARTLAND ADVISORS, INC.                  

#39-1078128                               

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                            

   (a)  [      ]
   (b)  [      ]

3.  SEC USE ONLY                                                                

4.  CITIZENSHIP OR PLACE OF ORGANIZATION                                        

WISCONSIN, U.S.A.     

-------------------------------------------------------------------             
NUMBER OF                       5.  SOLE VOTING POWER                           
SHARES BENEFICIALLY                                                             
OWNED BY                                None                                    
EACH                                                                            
REPORTING                       6.  SHARED VOTING POWER                         
PERSON                                                                          
WITH                                    0                                       

7.  SOLE DISPOSITIVE POWER      

    None

8.  SHARED DISPOSITIVE POWER    

 0
-------------------------------------------------------------------             

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

0                                                                     

10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ____     

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                            

0.0%                                                                

12.  TYPE OF REPORTING PERSON                                                   

IA                                                                

CUSIP No. 690113105                                                             

1.  NAME OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS                         

WILLIAM J. NASGOVITZ                      

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                            

   (a)  [      ]
   (b)  [      ]

3.  SEC USE ONLY                                                                

4.  CITIZENSHIP OR PLACE OF ORGANIZATION                                        

U.S.A.                

-------------------------------------------------------------------             
NUMBER OF                       5.  SOLE VOTING POWER                           
SHARES BENEFICIALLY                                                             
OWNED BY                                None                                    
EACH                                                                            
REPORTING                       6.  SHARED VOTING POWER                         
PERSON                                                                          
WITH                                    0                                       

7.  SOLE DISPOSITIVE POWER      

None            

8.  SHARED DISPOSITIVE POWER    

0               
-------------------------------------------------------------------             

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

0                                                                     

10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ____     

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                            

0.0%                                                                

12.  TYPE OF REPORTING PERSON                                                   

IN                                                                  

Item 1.                                                                         
(a) Name of Issuer: Outlook Group Corporation                 

(b) Address of Issuer's Principal Executive Offices:          
1180 American Drive                                   
Neenah, WI 54956                                      

Item 2.                                                                         
(a) Name of Person Filing:   (1) Heartland Advisors, Inc.     

                    (2) William J. Nasgovitz

(b) Address of Principal Business Office:                     
        (1)    789 North Water Street      (2)  789 North Water Street
             Milwaukee, WI  53202             Milwaukee, WI  53202

  (c) Citizenship:  Heartland Advisors is a Wisconsin corporation.
  William J. Nasgovitz - U.S.A

(d) Title of Class of Securities:  Common Stock               

(e)  CUSIP Number: 690113105                                  

Item 3.   The persons filing this Schedule 13G are Heartland Advisors,          
Inc., an investment adviser registered with the SEC, and William J.             
Nasgovitz, President and principal shareholder of Heartland Advisors,           
Inc.  Mr. Nasgovitz joins in this filing pursuant to SEC staff positions        
authorizing certain individuals in similar situations to join in a filing       
with a controlled entity eligible to file on Schedule 13G.  The reporting       
persons do not admit that they constitute a group.                              

Item 4. Ownership.                                                              

For information on ownership, voting and dispositive power with                 
respect to the above listed shares, see Items 5-9 of the Cover Pages.           

Item 5. Ownership of Five Percent or Less of a Class.                           

If this statement is being filed to report the fact that as     
of the date hereof the reporting person has ceased to be the beneficial         
owner of more than five percent of the class of securities, check the           
following: [ X ]                                                                

Item 6. Ownership of more than Five Percent on Behalf of Another Person.        

Not Applicable.                                                 

Item 7. Identification and Classification of the Subsidiary Which Acquired      
the Security Being Reported on By the Parent Holding Company.   

Not Applicable.                                                 

Item 8. Identification and Classification of Members of the Group.              

Not Applicable.                                                 

Item 9. Notice of Dissolution of Group.                                         

Not Applicable.                                                 

Item 10.  Certification.                                                        

By signing below, the undersigned certify that, to the best of
their knowledge and belief, the securities referred to above were acquired      
and are held in the ordinary course of business and were not acquired and       
are not held for the purpose of or with the effect of changing or influencing   
the control of the issuer of the securities and were not acquired and are not   
held in connection with or as a participant in any transaction having that      
purpose or effect.                                                              

SIGNATURE               

    After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete    
and correct.                                                                    

DATE: February 9, 2007                                                          

WILLIAM J. NASGOVITZ                    HEARTLAND ADVISORS, INC.                

By: /s/  PAUL T. BESTE                  By: /s/ PAUL T. BESTE                   
Paul T. Beste                            Paul T. Beste            
As Attorney in Fact for                  Chief Operating Officer  
William J. Nasgovitz                                              

EXHIBIT INDEX                                                                   

Exhibit 1       Joint Filing Agreement                                

EXHIBIT 1                                                                       

Joint Filing Agreement                

The undersigned persons agree and consent to the joint filing on                
their behalf of this Schedule 13G in connection with their                      
beneficial ownership of Outlook Group Corporation at December 31, 2006.         

WILLIAM J. NASGOVITZ                                                            

By: /s/   PAUL T. BESTE                                                         
Paul T. Beste                                                           
As Attorney in Fact for William J. Nasgovitz                            

HEARTLAND ADVISORS, INC.                                                        

By:  /s/ PAUL T. BESTE                                                          
Paul T. Beste                                                         
Chief Operating Officer                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing		Date		Other Filings
Filed on:		2/12/07		SC 13G,  SC 13G/A
		2/9/07		SC 13G/A
		12/31/06		13F-HR
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