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Registration No. 333-1473
__________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
AMENDMENT NO. 3
FORM S-3/A-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________
JASON INCORPORATED
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(Exact Name of Registrant as Specified in Its Charter)
Wisconsin
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(State or Other Jurisdiction of Incorporation or Organization)
39-1756840
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(IRS Employer Identification Number)
411 East Wisconsin Avenue, Suite 2500, Milwaukee, Wisconsin 53202
(414) 277-9300
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(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Mark Train
President
Jason Incorporated
411 East Wisconsin Avenue, Suite 2500
Milwaukee, Wisconsin 53202
(414) 277-9300
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
____________________________________________________
This document contains 4 pages
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ x ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ] ______________________.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _________________________________.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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The Registrant hereby files this post-effective amendment to remove from
registration all 1,516,174 shares of Common Stock covered by this Registration
Statement (the "Shares"). During the two-year period following the effective
date of this Registration Statement, none of the Notes were converted and,
accordingly, none of the Shares were sold.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on the
22nd day of October 1998.
JASON INCORPORATED
BY /s/ Mark Train
________________________________
Mark Train, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Vincent Martin * Chairman of the October 22, 1998
- -------------------------------- Board, Chief
Vincent L. Martin Executive Officer,
Director
/s/ Mark Train President, October 22, 1998
- -------------------------------- Secretary and
Mark Train Treasurer
(Principal
Financial Officer),
Director
/s/ Howard J. Wolter * Controller October 22, 1998
- -------------------------------- (Principal
Howard J. Wolter Accounting Officer)
/s/ Wayne C. Oldenburg * Director October 22, 1998
- --------------------------------
Wayne C. Oldenburg
/s/ Wayne G. Fethke * Director October 22, 1998
- --------------------------------
Wayne G. Fethke
/s/ David J. Drury * Director October 22, 1998
- --------------------------------
David J. Drury
/s/ Frank W. Jones * Director October 22, 1998
- --------------------------------
Frank W. Jones
*/s/ Mark Train
- --------------------------------
Mark Train, Attorney-in-Fact
</TABLE>
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