<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[JASON INCORPORATED]
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
[REGISTRANT]
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE> 2
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 Miller Pavilion, O'Donnell Park, 910 East Michigan Street, Milwaukee,
Wisconsin, on Wednesday, April 22, 1998, 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 1998.
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 2, 1998, 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 13, 1998
<PAGE> 3
JASON INCORPORATED
411 EAST WISCONSIN AVENUE
SUITE 2500
MILWAUKEE, WISCONSIN 53202
PROXY STATEMENT FOR 1998 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 Miller Pavilion,
O'Donnell Park, 910 East Michigan Street, Milwaukee, Wisconsin at 10 a.m. on
Wednesday, April 22, 1998, 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 13, 1998.
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 1998.
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 2, 1998, are entitled to vote at the meeting. On that date, the only
outstanding shares of capital stock of the Company were 20,237,705 shares of
Common Stock. Each share of Common Stock is entitled to one vote on each matter
to be presented at the meeting. A majority of the votes entitled to be cast with
respect to each matter submitted to the shareholders, represented either in
person or by proxy, shall constitute a quorum with respect to such matter. If a
quorum exists, the election of each nominee for director requires the
affirmative vote of a majority of the votes represented at the meeting. A
withheld vote for any nominee shall count toward the quorum requirement and
shall have the effect of a vote against the nominee's election. The Inspector of
Election appointed by the Board of Directors shall determine the presence of a
quorum and tabulate the results of shareholder voting.
ELECTION OF DIRECTORS
Pursuant to the authority contained in 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 1999 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 five meetings during the Company's fiscal year
ended December 26, 1997.
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 two times in the fiscal year ended December
26, 1997.
<PAGE> 4
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 26, 1997.
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: 58; Elected Director: 1985; Present Term Ends: 1998 Annual Meeting;
Shares Beneficially Owned: 4,908,774
Mr. Martin has been Chairman and Chief Executive Officer since the 1996
Annual Meeting. Mr. Martin was President of the Company and has been a director
since it was formed in November, 1985. Mr. Martin is a director of Modine
Manufacturing Company.
MARK TRAIN
Age: 56; Elected Director: 1985; Present Term Ends: 1998 Annual Meeting;
Shares Beneficially Owned: 3,462,609
Mr. Train has been President and Secretary since the 1996 Annual Meeting.
Mr. Train was Executive Vice President, Secretary and Treasurer of the Company
and has been a director since it was formed in November, 1985. Mr. Train is a
member of the American Institute of Certified Public Accountants.
WAYNE OLDENBURG
Age: 51; Elected Director: 1987; Present Term Ends: 1998 Annual Meeting;
Shares Beneficially Owned: 147,078
Since 1981 Mr. Oldenburg has served as Chief Executive Officer of Oldenburg
Group, Inc., a privately-held industrial manufacturing company.
FRANK JONES
Age: 58; Elected Director: 1987; Present Term Ends: 1998 Annual Meeting;
Shares Beneficially Owned: 93,186
For the past ten years Mr. Jones has been an independent consultant in
Tucson, Arizona. Mr. Jones is a director of Modine Manufacturing Company,
Ingersoll International Incorporated, Star Cutter Co., Gardner Publications
Inc., General Tool Co. Inc. and DT Industries Inc.
DAVID DRURY
Age: 49; Elected Director: 1989; Present Term Ends: 1998 Annual Meeting;
Shares Beneficially Owned: 67,863
Mr. Drury has been an independent consultant in Milwaukee, Wisconsin since
November, 1997. Mr. Drury served as President of Stolper-Fabralloy Co. LLC, a
fabricator of gas turbine engine components, from October 1994 through October
1997. 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: 53; Elected Director: 1987; Present Term Ends: 1998 Annual Meeting;
Shares Beneficially Owned: 66,773
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.
2
<PAGE> 5
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME TITLE AGE
----- ---- ----
<S> <C> <C>
Vincent Martin Chairman of the Board and Chief Executive Officer 58
Mark Train President and Secretary 56
Larry Edwards Senior Vice President 48
James Tyler Senior Vice President 59
David Anderson Vice President 60
Michael Gubesch Vice President 57
James Muraski Vice President 55
Robert Sandberg Vice President 48
William Talbert Vice President 54
Howard Wolter Controller and Assistant Secretary 66
</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.
JAMES TYLER, SENIOR VICE PRESIDENT
Mr. Tyler was appointed Senior Vice President in April 1997 and is in
charge of the Company's automotive operations. Mr. Tyler has been a Vice
President of the Company since its formation and was previously in charge of its
industrial brush business.
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 by the Company in January 1986.
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 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.
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.
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.
3
<PAGE> 6
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 26, 1997, to or on behalf of the Chief Executive Officer
("CEO") and the four most highly paid executive officers, other than the CEO
(the "named executive officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------------------- -------------------------------
AWARDS PAYOUTS
------- -------
SECURITIES
NAME AND OTHER ANNUAL UNDERLYING LTIP
PRINCIPAL POSITION YEAR SALARY($) BONUS($)* COMPENSATION($)** OPTIONS/SARS(#) PAYOUTS ($)***
- ---------------- ------ -------- --------- ----------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Vincent Martin 1997 $390,000 $248,182 $6,350 0 0
Chairman and Chief Executive 1996 367,000 0 6,000 0 0
1995 350,000 35,000 6,000 0 0
Mark Train 1997 365,000 232,273 6,350 0 0
President and Secretary 1996 348,000 0 6,000 0 0
1995 325,000 32,500 6,000 0 0
James Tyler 1997 164,500 134,693 6,350 0 0
Senior Vice President 1996 143,000 114,898 5,930 0 22,680
1995 138,000 138,000 6,000 10,000 25,200
Larry Edwards 1997 190,000 100,000 5,383 0 0
Senior Vice President 1996 190,000 0 6,000 10,000 25,560
1995 180,000 180,000 6,000 0 27,000
David Anderson 1997 184,000 85,324 10,350 0 0
Vice President 1996 178,000 127,402 9,750 10,000 0
1995 170,000 170,000 9,750 50,000 0
</TABLE>
* 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."
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 $1,000 per meeting. All
directors are reimbursed for out-of-pocket expenses incurred in attending
meetings of the Board of Directors.
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.
4
<PAGE> 7
The Company has reserved 2,687,500 shares of Common Stock for issuance
under the Plan subject to adjustment for certain dilutive events. At the end of
fiscal 1997, options to purchase 1,565,332 shares were outstanding. During
fiscal 1997, options were granted to purchase 146,250 shares of Common Stock at
per share exercise prices of $6.25 to $7.69 and options for 78,132 shares were
exercised at exercise prices of $1.29 to $6.40 per share. A total of 443,394
shares of Common Stock remain available for future grants under the Plan.
There were no stock option grants to any of the named executive officers
during the fiscal year ended December 26, 1997.
The following table shows stock options exercised for the named executive
officers during the fiscal year ended December 26, 1997:
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FY-END (#) OPTIONS/SARS AT FY-END ($)
SHARES ACQUIRED --------------------------- ---------------------------
NAME ON EXERCISE (#) VALUE REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----- --------------- ---------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Vincent Martin 0 -- -- -- -- --
Mark Train 0 -- -- -- -- --
James Tyler 0 -- 12,500 10,000 $0 $12,500
Larry Edwards 0 -- 149,609 10,000 $697,057 $15,000
David Anderson 0 -- -- 60,000 -- $64,375
</TABLE>
COMPENSATION COMMITTEE REPORT
As is the case each year, the Compensation Committee reviewed the proposed
1998 salary and bonuses and the 1997 stock option grants for the executive
officers at the Compensation Committee meeting on December 16, 1997. 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. Tyler, Edwards and
Anderson) 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
net income. 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 1997, 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 Chief Executive Officer
and 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 for 1998 are earned
if earnings per share exceed $0.59 and increase to a maximum of 100% of base
salary if the Company's earnings per share are 50% above this amount, i.e.,
$0.89. 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.
5
<PAGE> 8
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, 1993,
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 $120.48 at December 31, 1997,
compared to $220.96 for the S&P 500 and $220.24 for the S&P Industrials Index:
JASON INCORPORATED
STOCK PERFORMANCE COMPARED TO THE
S&P 500 AND S&P Industrials Indexes
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
VALUE OF $100 INVESTED 0N 1/1/93
S&P S&P
DATE JASON 500 INDUSTRIALS
- ------ ------ ------- -------
<S> <C> <C> <C>
Jan-93 100.00 100.00 100.00
Feb-93 103.61 100.91 100.00
Mar-93 103.61 102.96 101.77
Apr-93 98.80 100.23 99.21
May-93 99.40 102.51 102.36
Jun-93 99.40 102.73 100.98
Jul-93 111.45 102.05 99.61
Aug-93 120.48 105.69 102.95
Sep-93 123.49 104.56 101.57
Oct-93 141.57 106.61 105.11
Nov-93 141.57 105.24 104.91
Dec-93 159.64 106.15 106.09
Jan-94 144.58 109.79 109.63
Feb-94 177.71 106.38 107.47
Mar-94 153.61 101.59 102.36
Apr-94 177.71 102.73 103.14
May-94 165.66 104.10 104.52
Jun-94 143.07 101.14 101.38
Jul-94 131.78 104.33 104.91
Aug-94 135.54 108.43 109.63
Sep-94 139.31 105.47 107.66
Oct-94 143.07 107.52 110.22
Nov-94 131.78 103.42 106.09
Dec-94 135.54 104.56 107.66
Jan-95 135.54 107.06 108.84
Feb-95 131.78 110.93 113.16
Mar-95 129.89 114.12 117.29
Apr-95 139.31 117.31 120.24
May-95 144.95 121.41 124.17
Jun-95 154.37 124.15 127.70
Jul-95 146.84 128.02 131.83
Aug-95 146.84 127.79 130.45
Sep-95 128.01 133.03 134.97
Oct-95 97.89 132.57 134.38
Nov-95 107.30 137.81 139.88
Dec-95 97.89 140.32 141.65
Jan-96 99.77 144.87 146.37
Feb-96 109.19 145.79 147.94
Mar-96 105.42 147.15 149.71
Apr-96 112.95 148.97 151.28
May-96 120.48 152.39 156.78
Jun-96 126.13 152.85 156.39
Jul-96 124.25 145.79 148.92
Aug-96 112.95 148.52 151.28
Sep-96 112.95 156.49 159.72
Oct-96 105.42 160.59 162.48
Nov-96 107.30 172.44 174.26
Dec-96 97.89 168.79 170.92
Jan-97 99.77 179.04 181.34
Feb-97 105.42 180.18 181.53
Mar-97 98.83 172.44 174.66
Apr-97 94.13 182.46 185.07
May-97 90.36 193.17 196.66
Jun-97 86.60 201.59 204.91
Jul-97 94.13 217.31 219.84
Aug-97 112.95 204.78 207.66
Sep-97 124.25 215.72 217.68
Oct-97 120.48 208.20 209.43
Nov-97 118.60 217.54 218.86
Dec-97 120.48 220.96 220.24
</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
------------------- ------------- -------
<S> <C> <C>
VINCENT MARTIN 4,908,774 24.4%
411 East Wisconsin Avenue, Suite 2500
Milwaukee, WI 53202
MARK TRAIN 3,462,609 17.2%
411 East Wisconsin Avenue, Suite 2500
Milwaukee, WI 53202
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF
BENEFICIAL OWNER SHARES OWNED PERCENT
---------------- ------------- -------
<S> <C> <C>
STATE OF WISCONSIN INVESTMENT BOARD 1,992,175 (1) 9.8%
P.O. Box 7842
Madison, WI 53707
DAVID L. BABSON & COMPANY, INC. 1,322,680 (2) 6.5%
One Memorial Drive
Cambridge, MA 02142-1300
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA 1,226,500 (3) 6.1%
751 Broad Street
Newark, NJ 07102-3777
FLEMMING CAPITAL MANAGEMENT 1,067,097 (4) 5.3%
1285 Avenue of the Americas
New York, NY 10019
JAMES TYLER 352,898 (5) 1.8%
5401 Hamilton Avenue
Cleveland, OH 44114
LARRY EDWARDS 162,587 (6) (13)
6120 South Yale, Suite 1480
Tulsa, OK 74136
WAYNE OLDENBURG 147,078 (7) (13)
8600 West Bradley Road
Milwaukee, WI 53224
FRANK JONES 93,186 (8) (13)
6740 North St. Andrews Drive
Tucson, AZ 85718
DAVID ANDERSON 86,175 (9) (13)
9009 N. 51st Street
Milwaukee, WI 53223
DAVID DRURY 67,863 (10) (13)
17840 Versaille Court
Brookfield, WI 53045
WAYNE FETHKE 66,773 (11) (13)
636 Science Drive
Madison, WI 53711
All directors and officers as a 9,835,673 (12) 48.6%
group (fourteen 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, 1997, it had sole power to vote 1,992,175
shares.
(2) 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, 1997, it had sole power to vote 1,322,680 shares.
(3) The Prudential Insurance Company of America has reported to the Company that
a Schedule 13G was filed with the Securities and Exchange Commission
indicating that as of December 31, 1997 it had sole power to vote 359,700
shares and shared power to vote 866,800 shares.
(4) 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, 1997 it had shared power to vote 1,067,097 shares.
(5) Includes options to purchase 22,500 shares. (10) Includes options to purchase 51,837 shares.
(6) Includes options to purchase 159,609 shares. (11) Includes options to purchase 58,576 shares.
(7) Includes options to purchase 27,813 shares. (12) Includes options to purchase 852,368 shares.
(8) Includes options to purchase 76,154 shares. (13) Less than 1%.
(9) Includes options to purchase 60,000 shares.
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 1997 all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were complied with except that James Muraski filed a late Form 4 with respect to
the purchase of 1,500 shares.
7
<PAGE> 10
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 1998 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 1999 ANNUAL MEETING
Any shareholder who desires to submit a proposal for the 1999 Proxy
Statement and Annual Meeting should submit the proposal in writing to Vincent
Martin, Chairman and Chief Executive Officer, Jason Incorporated, 411 East
Wisconsin Avenue, Suite 2500, Milwaukee, Wisconsin 53202. The Company must
receive a proposal by November 14, 1998, in order to consider it for inclusion
in the 1999 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
Copies of the Company's 1997 Annual Report and the Annual Report on Form
10-K for the year 1997 accompany this Proxy Statement. Additional copies of the
Annual Report on Form 10-K for the year 1997 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 13, 1998
<PAGE> 11
JASON INCORPORATED
411 East Wisconsin Avenue * Suite 2500 * Milwaukee, WI 53202
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Vincent Martin and Mark Train, or either
of them, as Proxies, each with full power of substitution for himself, and
hereby authorizes them to represent and to vote, as designated below, all of
the shares of common stock of Jason Incorporated held of record by the
undersigned on March 2, 1998, and which the undersigned is entitled to vote at
the Annual Meeting of Shareholders to be held on April 22, 1998, and any or all
adjournments thereof, with like effect as if the undersigned were personally
present and voting.
Properly executed Proxies received by the Company will be voted in the
manner directed herein by the undersigned shareholder. If no direction is
made, this Proxy will be voted FOR the election of all six nominees listed for
director and FOR Proposal 2. If other matters properly come before the
meeting, this Proxy will be voted in accordance with the best judgement of the
Proxies appointed.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and the Proxy Statement furnished therewith dated March
13, 1998.
<TABLE>
<S><C>
\/ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED \/
JASON INCORPORATED 1998 ANNUAL MEETING
1. ELECTION OF DIRECTORS: 1-VINCENT MARTIN 2-MARK TRAIN 3-FRANK JONES [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
4-WAYNE OLDENBURG 5-WAYNE FETHKE 6-DAVID DRURY listed to the left to vote for all
(except as specified nominees listed
below). to the left.
(Instructions: To withhold authority to vote for any indicated nominee, write
the number(s) of the nominee(s) in the box provided to the right.) ---------> [ ]
2. TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT PUBLIC [ ] FOR [ ] AGAINST [ ] ABSTAIN
ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR 1998.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Check appropriate box Date NO. OF SHARES
Indicate changes below: ----------------------------
Address Change? [ ] Name Change? [ ] ------------------------------------------
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SIGNATURE(S) IN BOX
Please sign exactly as your name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full title
as such. If a corporation, please sign in
full corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by an
authorized person.
</TABLE>
