<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 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(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 Pavillion, O'Donnell Park, 910 East Michigan Street, Milwaukee,
Wisconsin, on Wednesday, April 21, 1999, at 10 a.m. for the following purposes:
1. To elect directors.
2. To ratify the appointment of PricewaterhouseCoopers LLP, independent
accountants, as auditors of the Company for its fiscal year 1999.
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 1, 1999, 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 12, 1999
<PAGE> 3
JASON INCORPORATED
411 East Wisconsin Avenue
Suite 2500
Milwaukee, Wisconsin 53202
PROXY STATEMENT FOR 1999 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 21, 1999, 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
12, 1999.
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 PricewaterhouseCoopers LLP as independent
accountants for fiscal year 1999.
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 1, 1999, are entitled to vote at the meeting. On that date, the only
outstanding shares of capital stock of the Company were 20,359,582 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.
Abstentions and broker non-votes (i.e., shares held by brokers in street name,
voting on certain matters due to discretionary authority or instructions from
the beneficial owner but not voting on other matters due to lack of authority to
vote on such matters without instructions from the beneficial owner) 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 2000 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 seven meetings during the Company's fiscal
year ended December 25, 1998.
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 twice in the fiscal year ended December 25,
1998.
<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 25, 1998.
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: 59; Elected Director: 1985; Present Term Ends: 1999 Annual Meeting;
Shares Beneficially Owned: 4,587,533
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: 57; Elected Director: 1985; Present Term Ends: 1999 Annual Meeting;
Shares Beneficially Owned: 3,257,683
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: 52; Elected Director: 1987; Present Term Ends: 1999 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: 59; Elected Director: 1987; Present Term Ends: 1999 Annual Meeting;
Shares Beneficially Owned: 113,427
For the past eleven 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: 50; Elected Director: 1989; Present Term Ends: 1999 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 PricewaterhouseCoopers LLP, most recently serving as Managing Partner of
the Milwaukee office. Mr. Drury is a director of Plexus Corp. and St. Francis
Capital Corporation.
WAYNE FETHKE
Age: 54; Elected Director: 1987; Present Term Ends: 1999 Annual Meeting;
Shares Beneficially Owned: 36,010
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 59
Mark Train President and Secretary 57
David Anderson Vice President 61
Michael Gubesch Vice President 58
Timothy Hitesman Vice President 54
Robert Sandberg Vice President 49
William Talbert Vice President 55
Howard Wolter Controller and Assistant Secretary 67
</TABLE>
The terms of office and past business experiences of Messrs. Martin and
Train are described above.
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 Milsco Manufacturing unit. 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.
TIMOTHY HITESMAN, VICE PRESIDENT
Mr. Hitesman was appointed a Vice President of the Company in April 1998
and is in charge of the Company's Osborn International unit. Mr. Hitesman has
been with Osborn International since 1991 and was Vice-President of Operations
until appointment as President of Osborn International in April 1997.
ROBERT SANDBERG, VICE PRESIDENT
Mr. Sandberg was appointed a Vice President of the Company in December
1994. He has been in charge of the Company's Sackner Products unit since June
1993 and of its Jason Components unit since September 1998. 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 JacksonLea unit.
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 25, 1998, 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 1998 $405,000 $175,500 $6,400 0 0
Chairman and Chief Executive 1997 390,000 248,182 6,350 0 0
1996 367,000 0 6,000 0 0
Mark Train 1998 380,000 164,667 6,400 0 0
President and Secretary 1997 365,000 232,273 6,350 0 0
1996 348,000 0 6,000 0 0
Michael Gubesch 1998 156,000 156,000 6,240 5,000 0
Vice President 1997 148,000 93,283 5,920 5,000 0
1996 142,000 65,036 5,680 0 20,700
David Anderson 1998 195,423 71,711 10,400 0 0
Vice President 1997 184,812 85,324 10,350 0 0
1996 178,000 127,402 9,750 10,000 0
William Talbert 1998 150,000 107,431 6,000 5,000 0
Vice President 1997 142,000 96,174 5,680 0 0
1996 135,000 116,321 5,400 10,000 22,500
</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 a 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 1998, options to purchase 1,427,904 shares were outstanding. During
fiscal 1998, options were granted to purchase 125,000 shares of Common Stock at
per share exercise prices of $8.00 to $9.75 and options for 116,928 shares were
exercised at exercise prices of $1.30 to $8.32 per share. A total of 719,048
shares of Common Stock remain available for future grants under the Plan.
The following table shows stock option grants for the named executive
officers during the fiscal year ended December 25, 1998:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Individual Grants Price Appreciation for Option Term
---------------------------------------------------------------- -------------------------------
Number of
Securities
Underlying % of Total Options/SARs Exercise
Options/SARs Granted to Employees Price Expiration
Name Granted (#) in Fiscal Year ($/Share) Date 5% ($) 10% ($)
----- ------------- --------------------- -------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Vincent Martin 0 - - - - -
Mark Train 0 - - - - -
Michael Gubesch 5,000 4.00% $8.00 12/15/11 $35,426 $98,091
David Anderson 0 - - - - -
William Talbert 5,000 4.00% $8.00 12/15/11 $35,426 $98,091
</TABLE>
The following table shows stock options exercised for the named executive
officers during the fiscal year ended December 25, 1998:
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at FY-End (#) Options/SARs at FY-End ($)
Shares Acquired --------------------------- ---------------------------
Name on Exercise (#) Value Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ---------------- ---------------- ---------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Vincent Martin 0 - - - - -
Mark Train 0 - - - - -
Michael Gubesch 0 - 41,915 10,000 $71,521 $6,563
David Anderson 0 - 50,000 10,000 $74,375 $20,000
William Talbert 0 - 114,163 15,000 $637,910 $22,500
</TABLE>
COMPENSATION COMMITTEE REPORT
As is the case each year, the Compensation Committee reviewed the proposed
1999 salary and bonuses and the 1998 stock option grants for the executive
officers at the Compensation Committee meeting on December 15, 1998. 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 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. Gubesch, Anderson and
Talbert) 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.
5
<PAGE> 8
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 those of 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 1999 are earned
if earnings per share exceed $0.72 and increase to a maximum of 100% of base
salary if the Company's earnings per share are 50% above this amount, i.e.,
$1.08. 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.
In fixing the stock option grants for fiscal 1998, 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.
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 Russell 2000
Index and the Barclays Global Investors (BGI) Micro Cap Index. The chart shows
that $100 invested five years ago in Jason Incorporated common stock was worth
$88.54 at December 31, 1998, compared to $158.32 for the Russell 2000 and
$166.49 for the BGI Micro Cap Index. Because of the Company's relatively small
market capitalization, the Company feels that the above mentioned indexes are a
better comparison with the Company's stock performance than the broader S&P 500
and S&P Industrials indexes used last year.
JASON INCORPORATED
STOCK PERFORMANCE COMPARED TO THE
RUSSELL 2000 AND BARCLAYS GLOBAL INVESTORS (BGI) MICRO CAP INDEXES
<TABLE>
<CAPTION>
JASON STOCK RUSSELL 2000 BGI MICRO CAP INDEX
PRICE JASON INDEX RUSSELL 2000 INDEX BGI MICRO CAP INDEX
-------------------- ------------------------ ---------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jan-94 9.60 100.00 266.52 100.00 4.230 4.23% 100.00
Feb-94 11.80 122.92 265.53 99.63 -0.807 -0.81% 99.19
Mar-94 10.20 106.25 251.06 94.20 -5.433 -5.43% 93.80
Apr-94 11.80 122.92 252.55 94.76 -1.241 -1.24% 92.64
May-94 11.00 114.58 249.28 93.53 -0.296 -0.30% 92.36
Jun-94 9.50 98.96 240.29 90.16 -2.752 -2.75% 89.82
Jul-94 8.75 91.15 244.06 91.57 0.310 0.31% 90.10
Aug-94 9.00 93.75 257.32 96.55 3.686 3.69% 93.42
Sep-94 9.25 96.35 256.12 96.10 1.324 1.32% 94.66
Oct-94 9.50 98.96 255.02 95.69 0.461 0.46% 95.10
Nov-94 8.75 91.15 244.25 91.64 -3.561 -3.56% 91.71
Dec-94 9.00 93.75 250.36 93.94 -0.384 -0.38% 91.36
Jan-95 9.00 93.75 246.85 92.62 1.625 1.63% 92.84
Feb-95 8.75 91.15 256.57 96.27 3.433 3.43% 96.03
Mar-95 8.63 89.84 260.77 97.84 1.792 1.79% 97.75
Apr-95 9.25 96.35 266.17 99.87 2.856 2.86% 100.54
May-95 9.63 100.26 270.25 101.40 2.078 2.08% 102.63
Jun-95 10.25 106.77 283.63 106.42 6.545 6.54% 109.35
Jul-95 9.75 101.56 299.72 112.46 6.009 6.01% 115.92
Aug-95 9.75 101.56 305.31 114.55 3.683 3.68% 120.19
Sep-95 8.50 88.54 310.38 116.46 2.431 2.43% 123.11
Oct-95 6.50 67.71 296.25 111.15 -4.859 -4.86% 117.13
Nov-95 7.13 74.22 308.58 115.78 2.228 2.23% 119.74
Dec-95 6.50 67.71 315.97 118.55 2.018 2.02% 122.16
Jan-96 6.63 69.01 315.38 118.33 1.383 1.38% 123.84
Feb-96 7.25 75.52 324.93 121.92 2.671 2.67% 127.15
Mar-96 7.00 72.92 330.77 124.11 2.604 2.60% 130.46
Apr-96 7.50 78.13 348.28 130.68 6.977 6.98% 139.57
May-96 8.00 83.33 361.85 135.77 6.375 6.38% 148.46
Jun-96 8.38 87.24 346.61 130.05 -5.066 -5.07% 140.94
Jul-96 8.25 85.94 316.00 118.57 -9.689 -9.69% 127.29
Aug-96 7.50 78.13 333.88 125.27 5.164 5.16% 133.86
Sep-96 7.50 78.13 346.39 129.97 3.674 3.67% 138.78
Oct-96 7.00 72.92 340.57 127.78 -1.851 -1.85% 136.21
Nov-96 7.13 74.22 354.11 132.86 2.589 2.59% 139.74
Dec-96 6.50 67.71 362.61 136.05 2.664 2.66% 143.46
Jan-97 6.63 69.01 369.45 138.62 4.354 4.35% 149.70
Feb-97 7.00 72.92 360.05 135.09 -2.532 -2.53% 145.91
Mar-97 6.56 68.36 342.56 128.53 -5.239 -5.24% 138.27
Apr-97 6.25 65.10 343.00 128.70 -3.645 -3.65% 133.23
May-97 6.00 62.50 380.76 142.86 10.866 10.87% 147.71
Jun-97 5.75 59.90 396.37 148.72 5.757 5.76% 156.21
Jul-97 6.25 65.10 414.48 155.52 4.998 5.00% 164.02
Aug-97 7.50 78.13 423.43 158.87 4.091 4.09% 170.73
Sep-97 8.25 85.94 453.82 170.28 9.143 9.14% 186.34
Oct-97 8.00 83.33 433.26 162.56 -3.335 -3.34% 180.12
Nov-97 7.88 82.03 429.92 161.31 -1.704 -1.70% 177.05
Dec-97 8.00 83.33 437.02 163.97 -0.498 -0.50% 176.17
Jan-98 8.25 85.94 430.05 161.36 -1.067 -1.07% 174.29
Feb-98 8.38 87.24 461.83 173.28 5.903 5.90% 184.58
Mar-98 10.75 111.98 480.68 180.35 4.839 4.84% 193.51
Apr-98 10.75 111.98 482.89 181.18 1.886 1.89% 197.16
May-98 10.25 106.77 456.62 171.33 -5.115 -5.11% 187.07
Jun-98 9.63 100.26 457.39 171.62 -1.743 -1.74% 183.81
Jul-98 8.75 91.15 419.75 157.49 -6.434 -6.43% 171.99
Aug-98 8.00 83.33 337.95 126.80 -20.148 -20.15% 137.34
Sep-98 7.88 82.03 363.59 136.42 5.853 5.85% 145.37
Oct-98 8.00 83.33 378.16 141.89 2.753 2.75% 149.38
Nov-98 8.63 89.84 397.75 149.24 7.559 7.56% 160.67
Dec-98 8.50 88.54 421.96 158.32 3.623 3.62% 166.49
</TABLE>
6
<PAGE> 9
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 4,587,533 22.5%
411 East Wisconsin Avenue, Suite 2500
Milwaukee, WI 53202
MARK TRAIN 3,257,683 16.0%
411 East Wisconsin Avenue, Suite 2500
Milwaukee, WI 53202
STATE OF WISCONSIN INVESTMENT BOARD 1,992,175(1) 9.8%
P.O. Box 7842
Madison, WI 53707
DAVID L. BABSON & COMPANY, INC. 1,404,380(2) 6.9%
One Memorial Drive
Cambridge, MA 02142-1300
FLEMMING CAPITAL MANAGEMENT 1,060,296(3) 5.2%
1285 Avenue of the Americas
New York, NY 10019
WILLIAM TALBERT 159,464(4) (12)
1715 Conover Blvd.
Conover, NC 28613
MICHAEL GUBESCH 91,241(5) (12)
156 South Norwalk Road
Norwalk, OH 44857
WAYNE OLDENBURG 147,078(6) (12)
8600 West Bradley Road
Milwaukee, WI 53224
FRANK JONES 113,427(7) (12)
6740 North St. Andrews Drive
Tucson, AZ 85718
DAVID ANDERSON 95,610(8) (12)
9009 N. 51st Street
Milwaukee, WI 53223
DAVID DRURY 67,863(9) (12)
17840 Versaille Court
Brookfield, WI 53045
WAYNE FETHKE 36,010(10) (12)
636 Science Drive
Madison, WI 53711
All directors and officers as a 8,709,011(11) 42.7%
group (twelve persons)
- ----------
</TABLE>
(1) The State of Wisconsin Investment Board has reported to the Company that a
Schedule 13G was filed with the Securities and Exchange Commission
indicatingthat as of December 31, 1998, 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, 1998, it had sole power to vote 1,404,380 shares.
(3) 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, 1998, it had shared power to vote 1,060,296 shares.
(4) Includes options to purchase 129,163 shares.
(5) Includes options to purchase 51,915 shares.
(6) Includes options to purchase 27,813 shares.
(7) Includes options to purchase 76,154 shares.
(8) Includes options to purchase 60,000 shares.
(9) Includes options to purchase 48,837 shares.
(10)Includes options to purchase 27,813 shares.
(11)Includes options to purchase 548,433 shares.
(12)Less than 1%.
7
<PAGE> 10
CERTAIN TRANSACTIONS
In connection with the sale of the Company's power generation businesses
in June 1998, a bonus of $640,000 was paid to Larry Edwards, who was former
Senior Vice President of the Company and in charge of its power generation
businesses.
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 1998 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 PricewaterhouseCoopers LLP as
independent certified public accountants to examine the financial statements of
the Company for the 1999 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.
PricewaterhouseCoopers LLP has served as auditors for the Company since its
formation in 1986. A representative of PricewaterhouseCoopers 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 2000 ANNUAL MEETING
Any shareholder who desires to submit a proposal pursuant to Rule 14a-8 of
the Exchange Act for the 2000 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 13, 1999, in order to
consider it for inclusion in the 2000 Proxy Statement. Proposals submitted other
than pursuant to Rule 14a-8 will be considered untimely if received after
January 27, 2000, and the Company will not be required to present any such
proposal at the 2000 Annual Meeting of Shareholders. If the Board of Directors
decides to present a proposal despite its untimeliness, the people named in the
proxies will have the right to exercise discretionary voting power with respect
to such proposal.
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 1998 Annual Report and the Annual Report on Form
10-K for the year 1998 accompany this Proxy Statement. Additional copies of the
Annual Report on Form 10-K for the year 1998 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 12, 1999
<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 1, 1999, and which the undersigned is entitled to vote at
the Annual Meeting of Shareholders to be held on April 21, 1999, 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 12, 1999.
\/ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED \/
<TABLE>
<CAPTION>
JASON INCORPORATED 1999 ANNUAL MEETING
<S><C>
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 PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC [ ] FOR [ ] AGAINST [ ] ABSTAIN
ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR 1999.
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
Indicate changes below: ----------------------------- NO. OF SHARES
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>
