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EXHIBIT (a)(2)
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Shareholders of Jason Incorporated
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) on page 59 present fairly, in all material
respects, the financial position of Jason Incorporated and its subsidiaries at
December 31, 1999 and December 25, 1998, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1999 in conformity with accounting principles generally accepted in the
United States. In addition, in our opinion, the financial statement schedule
listed in the index appearing under Item 14(a)(2) on page 60 presents fairly,
in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and financial statement schedule are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
February 1, 2000, except as to Note 15
which is as of February 15, 2000
