- ------------------------------------------------------------------------------
JASON INCORPORATED
411 East Wisconsin Avenue
Suite 2500
Milwaukee, Wisconsin 53202
______________________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Jason Incorporated will be held at the
Italian Community Center, 631 East Chicago Street, Milwaukee, Wisconsin, on
Wednesday, April 24, 1996, at 10 a.m. for the following purposes:
1. To elect directors.
2. To ratify the appointment of Price Waterhouse LLP, independent
accountants, as auditors of the Company for its fiscal year 1996.
3. To transact any other business as may properly come before the
meeting and any adjournment or adjournments thereof.
The transfer books of the Company will not be closed for the Annual Meeting.
Shareholders of record at the close of business on March 4, 1996, are entitled
to receive notice of, and to vote at, the meeting. All shareholders are
cordially invited to attend the meeting in person, if possible. Shareholders
who are unable to be present in person are requested to execute and return
promptly, in the enclosed envelope, the accompanying Proxy which is solicited
by the Board of Directors of the Company. Your attendance at the meeting,
whether in person or by Proxy, is important to ensure a quorum. If you return
the Proxy, you still may vote your shares in person by giving written notice
(by subsequent Proxy or otherwise) to the Secretary of the Company at any time
prior to its vote at the Annual Meeting.
By Order of the Board of Directors
Mark Train, Secretary
Milwaukee, Wisconsin
March 15, 1996
- ------------------------------------------------------------------------------
JASON INCORPORATED
411 East Wisconsin Avenue
Suite 2500
Milwaukee, Wisconsin 53202
PROXY STATEMENT FOR 1996 ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation of Proxies
by the Board of Directors of Jason Incorporated (the "Company") to be voted at
the Annual Meeting of Shareholders to be held at the Italian Community Center,
631 East Chicago Street, Milwaukee, Wisconsin at 10 a.m. on Wednesday, April 24,
1996, and at any adjournments thereof, for the purposes set forth in the
accompanying Notice of Meeting. The mailing of this Proxy Statement and
accompanying form of Proxy to shareholders will take place on or about March 15,
1996.
GENERAL INFORMATION
The Board of Directors knows of no business which will be presented to the
meeting other than the matters referred to in the accompanying Notice of
Meeting. However, if any other matters are properly presented to the meeting, it
is intended that the persons named in the Proxy will vote on such matters in
accordance with their judgment. If the enclosed form of Proxy is executed and
returned, it nevertheless may be revoked at any time before it has been voted by
a later dated Proxy or a vote in person at the Annual Meeting. Shares
represented by properly executed Proxies received on behalf of the Company will
be voted at the Annual Meeting (unless revoked prior to their vote) in the
manner specified therein. If no instructions are specified in a signed Proxy
returned to the Company, the shares represented thereby will be voted (1) in
FAVOR of the election of the directors listed in the enclosed Proxy and (2) in
FAVOR of the ratification of Price Waterhouse as independent accountants for
fiscal year 1996. Only holders of the common stock of the Company (the "Common
Stock") whose names appear of record on the books of the Company at the close of
business on March 4, 1996, are entitled to vote at the meeting. On that date,
the only outstanding shares of capital stock of the Company were 20,123,293
shares of Common Stock. Each share of Common Stock is entitled to one vote on
each matter to be presented at the meeting. THE VOTE OF A MAJORITY OF THE SHARES
OF COMMON STOCK REPRESENTED AND ENTITLED TO VOTE AT THE MEETING IS REQUIRED FOR
APPROVAL OF EACH PROPOSAL BEING SUBMITTED TO SHAREHOLDERS.
ELECTION OF DIRECTORS
Pursuant to the authority contained by the By-Laws of the Company, the Board of
Directors has established the number of directors to be six. The Board of
Directors has nominated Vincent Martin, Mark Train, Wayne Oldenburg, Frank
Jones, Wayne Fethke and David Drury for election as directors, all to serve
until the 1997 Annual Meeting of Shareholders. As indicated below, all six
persons nominated by the Board of Directors are incumbent directors. The Company
anticipates that all of the nominees listed in this Proxy Statement will be
candidates when the election is held. However, if for any reason any nominee is
not a candidate at that time, Proxies will be voted for any substitute nominee
designated by the Company (except where a Proxy withholds authority with respect
to the election of directors). The Board of Directors held six meetings during
the Company's fiscal year ended December 29, 1995.
COMMITTEES
The Company has both Audit and Compensation Committees of directors. The Board's
Audit Committee is comprised of David Drury (Chairman), Wayne Fethke, Wayne
Oldenburg and Frank Jones. The responsibilities of the Audit Committee, in
addition to such other duties as may be specified by the Board of Directors,
include the following: (1) recommendation to the Board of Directors of
independent accountants for the Company; (2) review of the timing, scope and
results of the independent accountants' audit examination; and (3) review of
periodic comments and recommendations by the independent accountants and of the
Company's response thereto regarding the adequacy of internal accounting
controls. The Audit Committee met three times in the fiscal year ended December
29, 1995.
The Board's Compensation Committee is comprised of Wayne Fethke (Chairman),
Wayne Oldenburg, Frank Jones and David Drury. The responsibility of the
Compensation Committee, in addition to such other duties as may be specified by
the Board of Directors, is to make recommendations to the Board of Directors
with respect to compensation for the executive officers, the stock option
program and the management incentive compensation program. The Compensation
Committee met once in the fiscal year ended December 29, 1995. No incumbent
director attended fewer than 75% of the aggregate of (1) the total number of
meetings of the Board of Directors and (2) the total number of meetings held by
all committees of the Board on which he served, if any.
NOMINEES FOR ELECTION AS DIRECTORS
VINCENT MARTIN
Age: 56; Elected Director: 1985; Present Term Ends: 1996 Annual Meeting; Shares
Beneficially Owned: 4,960,642
Mr. Martin has been the President and a director
of the Company since it was formed in November 1985. Mr. Martin is a director of
Modine Manufacturing Company.
MARK TRAIN
Age: 54; Elected Director: 1985; Present Term Ends: 1996 Annual Meeting; Shares
Beneficially Owned: 3,474,376
Mr. Train has been the Executive Vice President,
Secretary, Treasurer and a director of the Company since its formation. Mr.
Train is a Director of Medalist Industries, Inc. He is a member of the American
Institute of Certified Public Accountants.
WAYNE OLDENBURG
Age: 49; Elected Director: 1987; Present Term Ends: 1996 Annual Meeting; Shares
Beneficially Owned: 134,178 Since 1981
Mr. Oldenburg has served as Chief
Executive Officer of Oldenburg Group, Inc., a privately-held industrial
manufacturing company.
FRANK JONES
Age: 56; Elected Director: 1987; Present Term Ends: 1996 Annual Meeting; Shares
Beneficially Owned: 83,186
For the past eight years Mr. Jones has been an
independent consultant in Tucson, Arizona. Mr. Jones is a director of Modine
Manufacturing Company, Met Coil Systems, Inc., Ingersoll International
Incorporated, Star Cutter Co., Gardner Publications Inc. and General Tool Co.
Inc.
DAVID DRURY
Age: 47; Elected Director: 1989; Present Term Ends: 1996 Annual Meeting; Shares
Beneficially Owned: 57,863
Mr. Drury has served as President of Stolper-
Fabralloy Co. LLC, a fabricator of gas turbine engine components, since October
1994. From January 1, 1994, through September 1994 Mr. Drury was an independent
consultant in Milwaukee, Wisconsin. From November 1989 through December 1993,
Mr. Drury was Executive Vice President of Oldenburg Group, Inc., a privately-
held industrial manufacturing company. Prior to joining Oldenburg Group, Inc.,
Mr. Drury was with the public accounting firm of Price Waterhouse, most recently
serving as Managing Partner of the Milwaukee office.
WAYNE FETHKE
Age: 51; Elected Director: 1987; Present Term Ends: 1996 Annual Meeting; Shares
Beneficially Owned: 56,773
Mr. Fethke has served as Chief Executive Officer of
Fiskars Consumer Products Group whose parent is Fiskars OY AB of Helsinki,
Finland, since 1978. Fiskars is a manufacturer of consumer cutlery and power
electronics.
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
Name Title Age
---- ----- ---
<C> <C>
Vincent Martin Chairman of the Board, President 56
and Chief Executive Officer
Mark Train Executive Vice President, Secretary, 54
Treasurer
Larry Edwards Senior Vice President 46
David Anderson Vice President 58
Michael Gubesch Vice President 55
Wendell Hung Vice President 54
James Muraski Vice President 53
Robert Sandberg Vice President 46
William Talbert Vice President 52
James Tyler Vice President 57
Howard Wolter Controller and Assistant Secretary 64
</TABLE>
The terms of office and past business experiences of Messrs. Martin and Train
are described above.
LARRY EDWARDS, Senior Vice President
Mr. Edwards has been Senior Vice President of the Company since December 1994
and a Vice President of the Company since July 1989. He is in charge of the
Company's power generation business. Mr. Edwards has been with Braden
Manufacturing since 1976 and held positions of Vice President of Operations and
General Manager prior to Jason's acquisition of Braden in June 1989.
DAVID ANDERSON, Vice President
Mr. Anderson was appointed a Vice President of the Company in January 1995 and
is in charge of the Company's seating business. Mr. Anderson was President of
this business under prior ownership from 1974 until it was acquired by the
Company in January 1995.
MICHAEL GUBESCH, Vice President
Mr. Gubesch was appointed a Vice President of the Company in May 1993 and is in
charge of the Company's Janesville Products unit. Mr. Gubesch has been with
Janesville Products since 1983 and was Vice President of Operations when
Janesville Products was acquired in January 1986.
DR. WENDELL HUNG, Vice President
Dr. Hung was appointed a Vice President of the Company in December 1994 and is
in charge of the Company's heat recovery steam generating business. Dr. Hung
was President of this business under prior ownership from 1985 until it was
acquired by the Company in January 1994.
JAMES MURASKI, Vice President
Mr. Muraski was appointed a Vice President of the Company in November 1993 and
is in charge of the Company's precision components business. Mr. Muraski was
President of this business under its prior ownership from August 1989 until this
business was acquired by the Company in November 1993. For the prior 5 years,
Mr. Muraski was President of Stolper Industries, a fabricator of gas turbine
engine components.
ROBERT SANDBERG, Vice President
Mr. Sandberg was appointed a Vice President of the Company in December 1994 and
is in charge of the Company's Sackner Products unit. Mr. Sandberg has been with
Sackner Products since 1977 and was Vice President of Operations when it was
acquired by the Company in June 1991.
WILLIAM TALBERT, Vice President
Mr. Talbert has been with the Company since 1987 and was appointed a Vice
President of the Company in February 1988. He is in charge of the Company's
industrial buff and buffing compound business.
JAMES TYLER, Vice President
Mr. Tyler has been a Vice President of the Company since its formation and is in
charge of its industrial brush business.
HOWARD WOLTER, Controller and Assistant Secretary
Mr. Wolter has been the Controller and Assistant Secretary of the Company since
April 1989. Mr. Wolter has been with the Company since its formation.
EXECUTIVE COMPENSATION
The following table sets forth summary information with respect to all
compensation, including stock options granted and all cash bonuses and accrued
deferred compensation, incurred by the Company during the last three fiscal
years ended December 29, 1995, to or on behalf of the Chief Executive Officer
and the four most highly paid senior executive officers, other than the CEO (the
"named executive officers"):
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------------------------------ ----------------------------------
Awards Payouts
------- -------
Securities
Name and Other Annual Underlying LTIP
Principal Position Year Salary($) Bonus($)* Compensation($)** Options/SARs(#) Payouts ($)***
- ------------------ ------ ---------- --------- ----------------- --------------- --------------
<C> <C> <C> <C> <C> <C>
Vincent Martin 1995 $350,000 $ 35,000 $6,000 0 0
President 1994 330,000 155,294 6,120 0 0
1993 305,000 152,500 6,855 0 0
Mark Train 1995 325,000 32,500 6,000 0 0
Executive Vice President, 1994 305,000 143,529 6,120 0 0
Secretary, Treasurer 1993 280,000 140,000 6,855 0 0
Larry Edwards 1995 180,000 180,000 6,000 0 27,000
Senior Vice President 1994 170,000 170,000 6,000 10,000 15,000
1993 142,000 142,000 4,970 0 16,500
David Anderson 1995 170,000 170,000 9,750 50,000 0
Vice President
James Tyler 1995 138,000 138,000 6,000 10,000 25,200
Vice President 1994 132,000 132,000 5,940 0 14,400
1993 126,000 90,600 4,410 12,500 18,000
* Bonus earned upon achievement of performance objectives. See
"Compensation Committee Report."
** Company contributions under qualified employees' savings and profit
sharing plan.
*** Long-term incentive plan (LTIP) payout consists of amounts paid under
growth bonus program. See "Compensation Committee Report."
</TABLE>
The Company, by policy, provides that each of its officers, including the named
executive officers, is entitled to receive their base salaries for one year
after termination if the Company terminates their employment without cause. If
termination is for cause, which includes gross negligence in the course of
employment and other forms of misconduct, the salary continuation is forfeited.
Mr. Anderson has a five year employment agreement which was effective upon the
acquisition of Milsco Manufacturing Company on January 3, 1995. Directors of the
Company, other than salaried employees of the Company, receive directors' fees
of $15,000 per year and $750 per meeting. All directors are reimbursed for out-
of-pocket expenses incurred in attending meetings of the Board of Directors. In
addition, each non-employee director was granted options to purchase 10,000
shares of common stock at an exercise price of $6.75 per share on December 19,
1995.
STOCK OPTIONS
On April 16, 1987, the Company adopted a nonqualified stock option plan, which
was amended on April 25, 1991, (the "Plan''). The Plan provides for the grant to
key employees and outside directors of the Company of options covering shares of
Common Stock. The Plan is administered by the Board of Directors which has
discretion to increase the number of shares covered by the Plan, select
optionees, designate the number of shares to be covered by each option,
establish vesting schedules, specify the amount and type of consideration to be
paid to the Company on exercise, and to specify certain other terms of the
options. The exercise price of options granted under the Plan must be at least
85% of the fair market value of the Common Stock on the date of grant. The
Company has reserved 2,187,500 shares of Common Stock for issuance under the
Plan subject to adjustment for certain dilutive events. At the end of fiscal
1995, options to purchase 1,435,494 shares were outstanding. During fiscal 1995,
options were granted to purchase 238,750 shares of Common Stock at per share
exercise prices of $6.75 to $8.50 and options for 44,868 shares were exercised
at exercise prices of $1.58 to $6.40 per share. A total of 310,241 shares of
Common Stock remain available for future grants under the Plan.
The following table shows stock option grants for the named executive officers
during the fiscal year ended December 29, 1995:
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN FISCAL 1995
Potential Realizable Value at
Assumed Annual Rates of Stock
Individual Grants Price Appreciation for Option Term
----------------------------------------------------------------- ----------------------------------
Number of
Securities
Underlying % of Total Options/SARs Exercise
Options/SARs Granted to Employees Price Expiration
Name Granted (#) in Fiscal Year ($/Share) Date 5% ($) 10% ($)
- ----- ------------ ----------------------- --------- ---------- --------- ----------
<C> <C> <C> <C>
Vincent Martin 0 -- -- -- -- --
Mark Train 0 -- -- -- -- --
Larry Edwards 0 -- -- -- -- --
David Anderson 50,000 20.94% $7.01 1/3/08 $310,531 $859,828
James Tyler 10,000 4.19% $6.75 12/19/08 $59,781 $165,528
</TABLE>
The following table shows stock options exercised for the named executive
officers during the fiscal year ended December 29, 1995:
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Acquired Options/SARs at FY-End (#) Options/SARs at FY-End ($)
---------------------------- ----------------------------
Name on Exercise (#) Value Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- ------------------ ----------- ------------- ----------- -------------
<C> <C> <C> <C> <C> <C>
Vincent Martin 0 -- -- -- -- --
Mark Train 0 -- -- -- -- --
Larry Edwards 10,000 100,000 139,609 10,000 $481,081 $6,563
David Anderson 0 -- -- 50,000 -- $0
James Tyler 0 -- -- 22,500 -- $0
</TABLE>
COMPENSATION COMMITTEE REPORT
As is the case each year, the Compensation Committee reviewed the proposed 1996
salary and bonuses and the 1995 stock option grants for the executive officers
at the Compensation Committee meeting on December 19, 1995. Base salaries for
all executive officers are established at levels considered appropriate
considering the scope of each officer's responsibilities. The proposed salary
levels were compared to nationally recognized published compensation surveys and
in each case, the proposed salary levels were in line with or below the average
salary levels in the report for comparable positions of responsibility.
A significant amount of the total compensation of Mr. Martin and each other
executive officer is dependent on the performance of the Company. Presidents of
the Company's operating divisions (including Messrs. Edwards, Anderson and
Tyler) earn bonuses equal to a stated percentage of their base salary based on
the return on average capital employed for their respective divisions. The
other corporate officer, the Controller, earns a bonus based on the Company's
return on average equity. For competitive reasons, the Committee has determined
not to specify the target return rates. Executive officers other than Messrs.
Martin and Train can elect, at the beginning of each fiscal year, to defer 25%
of their bonus into a growth bonus program for three years. They receive
interest on their deferred amounts plus a growth bonus equal to the four year
compound annual growth in earnings per share (up to a maximum of 20%) calculated
from a base equal to the earnings per share for the fiscal year ended just prior
to election. This growth rate is multiplied by the maximum incentive bonus that
could have been paid for the fiscal year of election.
In fixing the stock option grants for fiscal 1995, the Committee considered the
current stock holdings of each officer, their responsibilities and historical
and anticipated future contributions to the Company's performance. The
Committee believes that selective grants of stock options, along with the
performance-based cash compensation described above, promote an identity of
interest between the Company's officers and its shareholders.
Because of the scope of their responsibilities as President and Executive Vice
President, respectively, and given the substantial equity stake they each have
in the Company, the Compensation Committee separately considers the
compensation of Messrs. Martin and Train. Their salaries, like the other
officers', are determined by reference to published compensation surveys, and
their salary levels are in line with or below such published salary levels for
comparable positions of responsibility. The Committee believes a significant
portion of the total annual compensation of Messrs. Martin and Train should be
directly tied to the Company's performance. Accordingly, Messrs. Martin and
Train also earn cash bonuses based on an increase in earnings per share in the
current fiscal year compared to the prior year. The bonuses begin at 10% of
base salary and increase to a maximum of 80% of base salary as the Company's
earnings per share increase over the prior year from 0% to 40%. The Committee
considers earnings per share a meaningful objective standard by which to
measure the Company's performance and the effectiveness of the efforts of
Messrs. Martin and Train.
The Compensation Committee is of the opinion that the compensation levels for
the named executive officers are reasonable when compared to similar positions
of responsibility and scope in similar industries and that an appropriate
amount of total compensation is based on the performance of the Company, and
therefore provides sufficient incentive for these individuals to attain
improved results in the future.
Compensation Committee
Wayne Fethke, Chairman
David Drury
Frank Jones
Wayne Oldenburg
STOCK PERFORMANCE
The following chart tracks the value of $100 invested on January 1, 1991, in
Jason Incorporated common stock compared to the change in the S&P 500 Index and
the S&P Industrials Index. The chart shows that $100 invested five years ago in
Jason Incorporated common stock was worth $147.19 at December 31, 1995, compared
to $179.59 for the S&P 500 and $175.85 for the S&P Industrials Index:
<TABLE>
<CAPTION>
JASON
INCORPORATED
STOCK PERFORMANCE COMPARED TO THE
S&P 500 AND S&P Industrials Indexs
JASON STOCK S&P 500 INDEX S&P INDUSTRIALS INDEX
PRICE JASON INDEX S&P 500 INDEX S&P INDUSTRIALS
<C> <C> <C> <C> <C> <C>
Jan-91 4.42 100.00 343.00 100.00 410.00 100.00
Feb-91 4.61 104.35 367.00 107.00 435.00 106.10
Mar-91 4.99 113.04 375.00 109.33 440.00 107.32
Apr-91 5.18 117.39 375.00 109.33 440.00 107.32
May-91 6.27 142.03 390.00 113.70 465.00 113.41
Jun-91 6.46 146.38 371.00 108.16 435.00 106.10
Jul-91 6.85 155.07 388.00 113.12 460.00 112.20
Aug-91 6.40 144.93 395.00 115.16 470.00 114.63
Sep-91 6.91 156.52 388.00 113.12 460.00 112.20
Oct-91 7.10 160.87 393.00 114.58 465.00 113.41
Nov-91 6.78 153.62 375.00 109.33 435.00 106.10
Dec-91 6.78 153.62 417.00 121.57 490.00 119.51
Jan-92 7.68 173.91 408.00 118.95 480.00 117.07
Feb-92 8.32 188.41 412.00 120.12 485.00 118.29
Mar-92 8.19 185.51 403.00 117.49 477.00 116.34
Apr-92 8.70 197.10 415.00 120.99 490.00 119.51
May-92 8.64 195.65 416.00 121.28 490.00 119.51
Jun-92 7.81 176.81 408.00 118.95 480.00 117.07
Jul-92 8.00 181.16 423.00 123.32 495.00 120.73
Aug-92 7.81 176.81 413.00 120.41 480.00 117.07
Sep-92 7.81 176.81 418.00 121.87 485.00 118.29
Oct-92 6.27 142.03 419.00 122.16 485.00 118.29
Nov-92 6.08 137.68 432.00 125.95 506.00 123.41
Dec-92 6.72 152.17 435.00 126.82 510.00 124.39
Jan-93 6.64 150.36 439.00 127.99 509.00 124.15
Feb-93 6.88 155.80 443.00 129.15 509.00 124.15
Mar-93 6.88 155.80 452.00 131.78 518.00 126.34
Apr-93 6.56 148.55 440.00 128.28 505.00 123.17
May-93 6.60 149.46 450.00 131.20 521.00 127.07
Jun-93 6.60 149.46 451.00 131.49 514.00 125.37
Jul-93 7.40 167.57 448.00 130.61 507.00 123.66
Aug-93 8.00 181.16 464.00 135.28 524.00 127.80
Sep-93 8.20 185.69 459.00 133.82 517.00 126.10
Oct-93 9.40 212.86 468.00 136.44 535.00 130.49
Nov-93 9.40 212.86 462.00 134.69 534.00 130.24
Dec-93 10.60 240.04 466.00 135.86 540.00 131.71
Jan-94 9.60 217.39 482.00 140.52 558.00 136.10
Feb-94 11.80 267.21 467.00 136.15 547.00 133.41
Mar-94 10.20 230.98 446.00 130.03 521.00 127.07
Apr-94 11.80 267.21 451.00 131.49 525.00 128.05
May-94 11.00 249.09 457.00 133.24 532.00 129.76
Jun-94 9.50 215.13 444.00 129.45 516.00 125.85
Jul-94 8.75 198.14 458.00 133.53 534.00 130.24
Aug-94 9.00 203.80 476.00 138.78 558.00 136.10
Sep-94 9.25 209.47 463.00 134.99 548.00 133.66
Oct-94 9.50 215.13 472.00 137.61 561.00 136.83
Nov-94 8.75 198.14 454.00 132.36 540.00 131.71
Dec-94 9.00 203.80 459.00 133.82 548.00 133.66
Jan-95 9.00 203.80 470.00 137.03 554.00 135.12
Feb-95 8.75 198.14 487.00 141.98 576.00 140.49
Mar-95 8.63 195.31 501.00 146.06 597.00 145.61
Apr-95 9.25 209.47 515.00 150.15 612.00 149.27
May-95 9.63 217.96 533.00 155.39 632.00 154.15
Jun-95 10.25 232.11 545.00 158.89 650.00 158.54
Jun-95 Jul-95 9.75 220.79 562.00 163.85 671.00 163.66
Aug-95 9.75 220.79 561.00 163.56 664.00 161.95
Sep-95 8.50 192.48 584.00 170.26 687.00 167.56
Oct-95 6.50 147.19 582.00 169.68 684.00 166.83
Nov-95 7.13 161.35 605.00 176.38 712.00 173.66
Dec-95 6.50 147.19 616.00 179.59 721.00 175.85
</TABLE>
SECURITY OWNERSHIP
The following table sets forth certain information with respect to (a) each
person known to the Company to own beneficially more than 5% of the Company's
Common Stock, (b) each director of the Company, (c) the named executive
officers, and (d) all directors and officers as a group:
<TABLE>
<CAPTION>
Name and Address of Number of
Beneficial Owner Shares Owned Percent
------------------- ------------ -------
<C> <C>
Vincent Martin 4,960,642 24.7%
411 East Wisconsin Avenue, Suite 2500
Milwaukee, WI 53202
Mark Train 3,474,376 17.3%
411 East Wisconsin Avenue, Suite 2500
Milwaukee, WI 53202
State of Wisconsin Investment Board 1,942,175 (1) 9.7%
P.O. Box 7842
Madison, WI 53707
Flemming Capital Management 1,117,362 (2) 5.6%
1285 Avenue of the Americas
New York, NY 10019
David L. Babson & Company, Inc. 1,072,902 (3) 5.3%
One Memorial Drive
Cambridge, MA 02142-1300
James Tyler 423,869 (4) 2.1%
5401 Hamilton Avenue
Cleveland, OH 44114
Larry Edwards 152,210 (5) (12)
6120 South Yale, Suite 1480
Tulsa, OK 74136
Wayne Oldenburg 134,178 (6) (12)
8600 West Bradley Road
Milwaukee, WI 53224
Frank Jones 83,186 (7) (12)
6740 North St. Andrews Drive
Tucson, AZ 85718
David Anderson 62,573 (8) (12)
9009 N. 51st Street
Milwaukee, WI 53223
David Drury 57,863 (9) (12)
115 North Janacek Road
Brookfield, WI 53045
Wayne Fethke 56,773 (10) (12)
636 Science Drive
Madison, WI 53711
All directors and officers as a 9,935,752 (11) 49.4%
group (fifteen persons)
- ------------
(1) The State of Wisconsin Investment Board has reported to the Company that a
Schedule 13G was filed with the Securities and Exchange Commission
indicating that as of December 31, 1995, it had sole power to vote
1,942,175 shares.
(2) Flemming Capital Management has reported to the Company that a Schedule
13G was filed with the Securities and Exchange Commission indicating that
as of December 31, 1995, it had shared power to vote 1,117,362 shares.
(3) David L. Babson & Company, Inc. has reported to the Company that a
Schedule 13G was filed with the Securities and Exchange Commission
indicating that as of December 31, 1995, it had sole power to vote 766,535
shares and shared power to vote 306,367 shares.
(4) Includes options to purchase 22,500 shares.
(5) Includes options to purchase 149,609 shares.
(6) Includes options to purchase 17,813 shares.
(7) Includes options to purchase 66,154 shares.
(8) Includes options to purchase 50,000 shares.
(9) Includes options to purchase 41,837 shares.
(10) Includes options to purchase 48,576 shares.
(11) Includes options to purchase 840,268 shares.
(12) Less than 1%.
</TABLE>
CERTAIN TRANSACTIONS
Messrs. Martin and Train have entered into a voting agreement pursuant to which
each has agreed to vote his shares for the election of one director nominated by
the other. The agreement expires on April 14, 1997. The agreement does not
affect their ability to vote their stock on any other matter or for additional
directors. Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on review
of the copies of such forms furnished to the Company, or written representations
that no Forms 5 were required, the Company believes that during fiscal 1995 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with.
BOARD OF DIRECTORS PROPOSAL TO
RATIFY APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Price Waterhouse LLP as independent
certified public accountants to examine the financial statements of the Company
for the 1996 fiscal year. Unless otherwise directed, the Proxy will be voted in
favor of the ratification of such appointment. Although this appointment is not
required to be submitted to a vote of shareholders, the Board believes it
appropriate as a matter of policy to request that the shareholders ratify the
appointment. If shareholder ratification is not received, the Board will
reconsider the appointment. Price Waterhouse LLP has served as auditors for the
Company since its formation in 1986. A representative of Price Waterhouse LLP is
expected to be present at the Annual Meeting and will be provided an opportunity
to make a statement if he or she desires and will be available to respond to
appropriate questions.
PROPOSALS FOR 1997 ANNUAL MEETING
Any shareholder who desires to submit a proposal for the 1997 Proxy Statement
and Annual Meeting should submit the proposal in writing to Vincent Martin,
President, Jason Incorporated, 411 East Wisconsin Avenue, Suite 2500, Milwaukee,
Wisconsin 53202. The Company must receive a proposal by November 16, 1996, in
order to consider it for inclusion in the 1997 Proxy Statement.
EXPENSES OF SOLICITATION
The cost of this solicitation of Proxies will be paid by the Company. It is
anticipated that the Proxies will be solicited only by mail, except that
solicitation personally or by telephone may also be made by the Company's
regular employees who will receive no additional compensation for their services
in connection with the solicitation. Arrangements will be made with brokerage
houses and other custodians, nominees and fiduciaries for the forwarding of
solicitation material and annual reports to beneficial owners of stock held by
such persons. The Company will reimburse such parties for their expenses in so
doing.
ANNUAL REPORT
A copy of the 1995 Annual Report of the Company accompanies this Proxy
Statement. A copy of the Company's Annual Report on Form 10-K for the year 1995
will be provided without charge on written request of any shareholder whose
Proxy is being solicited by the Board of Directors. The written request should
be directed to: Corporate Secretary, Jason Incorporated, 411 East Wisconsin
Avenue, Suite 2500, Milwaukee, Wisconsin 53202.
By Order of the Board of Directors
Mark Train, Secretary
Milwaukee, Wisconsin
March 15, 1996
