<PAGE> 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
JASON INCORPORATED
(Name of Issuer)
------------------------
JASON INCORPORATED
SAW MILL CAPITAL FUND II, L.P.
CALENDAR HOLDINGS, INC.
CALENDAR ACQUISITION CORP.
Vincent L. Martin
Mark Train
(Name of Person(s) Filing)
------------------------
<TABLE>
<S> <C>
COMMON STOCK, PAR VALUE $0.10 PER SHARE 471171108
(Title of Class of Securities) (CUSIP Number of Class of Securities)
</TABLE>
VINCENT L. MARTIN
Chairman
Jason Incorporated
411 East Wisconsin Avenue, Suite 2120
Milwaukee, Wisconsin 53202
(414) 277-9300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications
on Behalf of Person(s) Filing Statements)
------------------------
COPIES TO:
<TABLE>
<S> <C>
K. THOR LUNDGREN, ESQ. FREDERICK TANNE, ESQ.
Michael Best & Friedrich LLP Kirkland & Ellis
100 East Wisconsin Avenue 153 East 53rd Street
Milwaukee, Wisconsin 53202 New York, New York 10022
</TABLE>
This statement is filed in connection with (check appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934 (the "Act").
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are the preliminary copies. [ ]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
---------------------- --------------------
<S> <C>
$206,190,206.62 $41,238.04
</TABLE>
---------------
* The filing fee was determined based upon the product of (a) the 17,880,311
shares of common stock, par value $0.10 per share, proposed to be acquired by
the acquiror (which does not include the minimum of 2,555,042 shares which
will be owned by the acquiror prior to the merger), and (b) the merger
consideration of $11.25 per share of common stock, plus $5,036,707.62 payable
to holders of options and warrants to purchase shares of common stock in
exchange for the cancellation of such options and warrants (the "Total
Consideration"). The payment of the filing fee, calculated in accordance with
Regulation 240.0-11 under the Securities Exchange Act of 1934, as amended,
equals one-fiftieth of one percent of the Total Consideration.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previously filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $41,276.55
Filing Party: Jason Incorporated, Saw Mill Capital Fund II, L.P., Calendar
Holdings, Inc., Calendar Acquisition Corp., Vincent L. Martin and Mark Train
Form or Registration No: Schedule 13E-3
Date Filed: March 24, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
INTRODUCTION
This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(the "Amendment") amends the Rule 13e-3 Transaction Statement on Schedule 13E-3
filed with the Securities and Exchange Commission on March 24, 2000 (as
previously amended, the "Schedule 13E-3"). This Amendment is being filed by
Jason Incorporated, a Wisconsin corporation (the "Company") and the issuer of
the equity securities which are the subject of a Rule 13e-3 transaction, Saw
Mill Capital Fund II, L.P., a Delaware limited partnership ("Saw Mill"),
Calendar Holdings, Inc., a Delaware corporation ("Parent"), Calendar Acquisition
Corp., a Wisconsin corporation ("Merger Sub"), Vincent L. Martin and Mark Train
(the Chairman and Chief Executive Officer, respectively, of the Company and
collectively the "Management Shareholders"). This Amendment and the Schedule
13E-3 relate to the Agreement and Plan of Merger, dated as of January 30, 2000
(as amended, the "Merger Agreement"), among the Company, Saw Mill, Parent,
Merger Sub and the Management Shareholders, pursuant to which Merger Sub will be
merged (the "Merger") with and into the Company, with the Company as the
surviving corporation (the "Surviving Corporation").
Under the terms and subject to the conditions of the Merger Agreement, (a)
each outstanding share of Common Stock other than (i) Common Stock owned by the
Company or its subsidiaries, (ii) Common Stock owned by Merger Sub and its
affiliates (including 2,437,262 shares of Common Stock currently owned by the
Management Shareholders to be contributed to Parent prior to the Merger) and
(iii) Common Stock owned by shareholders who have perfected their dissenters'
rights in accordance with Wisconsin law (collectively, "Dissenting Shares"),
will be converted into the right to receive $11.25 in cash without interest
thereon (the "Merger Consideration"); and (b) each outstanding option to acquire
a share of Common Stock will be converted into the right to receive an amount
per share equal to the Merger Consideration minus the exercise price per share
for each such option, without interest thereon (the "Option Consideration").
Concurrently with the filing of this Amendment, the Company is filing with
the Securities and Exchange Commission a Definitive Proxy Statement (the "Proxy
Statement") under Regulation 14A of the Exchange Act relating to the annual
meeting of shareholders of the Company to be held on June 27, 2000, at which the
shareholders of the Company will consider and vote upon, among other things, a
proposal to approve and adopt the Merger Agreement. A copy of the Proxy
Statement is attached hereto as Exhibit (a). A copy of the Merger Agreement was
previously filed as Exhibit (d)(1) to the Schedule 13E-3. All references in this
Amendment to Items numbered 1001 through 1016 are references to Items contained
in Regulation M-A under the Exchange Act.
The information in the Proxy Statement, including all annexes thereto, is
hereby expressly incorporated by reference to this Schedule 13E-3 in its
entirety, and the responses to each item are qualified in their entirety by the
provisions of the Proxy Statement. The Proxy Statement is in preliminary form
and is subject to completion or amendment. Capitalized terms used but not
defined in this statement shall have the meanings given to them in the Proxy
Statement.
ITEM 1. SUMMARY TERM SHEET.
ITEM 1001
The information contained in the section of the Proxy Statement entitled
"SUMMARY" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
ITEM 1002
(a)-(d) The information contained in the section of the Proxy Statement
entitled "PARTIES TO THE MERGER -- The Company" is incorporated herein by
reference.
(e) Not Applicable.
(f) Not Applicable.
2
<PAGE> 3
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON.
ITEM 1003
(a)-(c) The information contained in the section of the Proxy Statement
entitled "PARTIES TO THE MERGER" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
ITEM 1004
(a)(1) Not applicable.
(a)(2) The information contained in the following sections of the Proxy
Statement is incorporated herein by reference:
The Merger -- Merger Consideration; Cancellation of Common Stock
Special Factors -- Purpose and Effects of the Merger
Special Factors -- Reasons for the Merger; Fairness of the Merger
Special Factors -- Accounting Treatment of the Merger
Special Factors -- Certain Tax Consequences of the Merger
The Annual Meeting -- Required Vote
(c) The information contained in the following sections of the Proxy
Statement is incorporated herein by reference:
The Merger -- Merger Consideration; Cancellation of Common Stock
The Merger -- Interests of Certain Persons in the Merger
(d) The information contained in the section of the Proxy Statement
entitled "RIGHTS OF DISSENTING SHAREHOLDERS and ANNEX C (Sections 180.1301 -
180.1331 of the Wisconsin Business Corporation Law) to the Proxy Statement is
incorporated herein by reference.
(e) The information contained in the section of the Proxy Statement
entitled "PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS" is incorporated herein
by reference.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
ITEM 1005
(a) Not Applicable.
(b)-(c) The information contained in the following sections of the Proxy
Statement and Annex A to the Proxy Statement are incorporated herein by
reference:
Parties to the Merger -- Past Transactions Between the Company and
Saw Mill
Special Factors -- Background of the Merger
The Merger -- Plans for the Company After the Merger
The Merger Agreement
3
<PAGE> 4
(e) The information contained in the following sections of the Proxy
Statement and Annex A to the Proxy Statement are incorporated herein by
reference:
The Merger -- Interests of Certain Persons in the Merger
The Merger Agreement
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
ITEM 1006
(b),(c) The information contained in the following sections of the Proxy
Statement is incorporated herein by reference:
Special Factors -- Purpose and Effects of the Merger
Special Factors -- Background of the Merger
The Merger -- Plans for the Company After the Merger
The Merger Agreement -- General
The Merger Agreement -- Payment for Shares
The Merger Agreement -- Directors and Officers
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
ITEM 1013
(a)-(c) The information contained in the following sections of the Proxy
Statement is incorporated herein by reference:
Special Factors -- Purpose and Effects of the Merger
Special Factors -- Reasons for the Merger; Fairness of the Merger
Special Factors -- Benefits and Detriments of the Merger to the
Company, the Management Shareholders and the Public Shareholders
(d) The information contained in the following sections of the Proxy
Statement and ANNEX A to the Proxy Statement are incorporated herein by
reference:
Special Factors -- Certain Tax Consequences of the Merger
Special Factors -- Purpose and Effects of the Merger
Special Factors -- Reasons for the Merger; Fairness of the Merger
Special Factors -- Benefits and Detriments of the Merger to the
Company, the Management Shareholders and the Public Shareholders
The Merger -- Merger Consideration; Cancellation of Common Stock
The Merger Agreement
ITEM 8. FAIRNESS OF THE TRANSACTION.
ITEM 1014
(a)-(e) The information contained in the following sections of the Proxy
Statement is incorporated herein by reference:
Special Factors -- Reasons for the Merger; Fairness of the Merger
The Merger -- Background of the Merger
4
<PAGE> 5
The Merger -- Recommendation of the Special Committee and the Board
of Directors
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
ITEM 1015
(a)-(c) The information contained in the following sections of the Proxy
Statement is incorporated herein by reference:
Special Factors -- Reports, Opinions and Appraisals
Special Factors -- Opinion of the Independent Financial Advisor to
the Special Committee
Annex B to the Proxy Statement
ITEM 10. SOURCES AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
ITEM 1007
(a),(b),(d) The information contained in the section of the Proxy Statement
entitled "THE MERGER -- Financing for the Merger" is incorporated herein by
reference.
(c) The information contained in the following sections of the Proxy
Statement is incorporated herein by reference:
The Merger -- Fees and Expenses
Persons Making the Solicitation; Expenses of Solicitation
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
ITEM 1008
(a) The information contained in the following sections of the Proxy
Statement is incorporated herein by reference:
Parties to the Merger
Security Ownership
(b) None.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
ITEM 1012
(d),(e) The information contained in the section of the Proxy Statement
entitled "THE MERGER -- Recommendation of the Special Committee and the Board of
Directors" is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
ITEM 1010
(a),(c) The information contained in the following sections of the Proxy
Statement is incorporated herein by reference:
Selected Consolidated Financial Data of the Company
Incorporation of Certain Documents by Reference
(b) Not applicable.
5
<PAGE> 6
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
ITEM 1009
(a),(b) The information contained in the following sections of the Proxy
Statement is incorporated herein by reference.
The Annual Meeting -- Proxies
Persons Making the Solicitation; Expenses of Solicitation
ITEM 15. ADDITIONAL INFORMATION.
ITEM 1011
(b) The information contained in the Proxy Statement, including all annexes
thereto, is incorporated herein by reference.
ITEM 16. EXHIBITS.
ITEM 1016
<TABLE>
<S> <C>
(a)(1) Definitive Proxy Statement filed with the Securities and
Exchange Commission on June 6, 2000.
(a)(2) Report of Independent Accountants, as filed as part of the
Form 10-K of Jason Incorporated for the year ended December
31, 1999
(b)(1) Commitment Letter dated January 20, 2000 to Calendar
Acquisition Corp. from Credit Agricole Indosuez
(b)(2) Commitment Letter dated January 27, 2000 to Calendar
Holdings, Inc. from Chase Capital Partners, The Northwestern
Mutual Life Insurance Company and Massachusetts Mutual Life
Insurance Company
(c) Opinion of Lehman Brothers Inc. attached as Annex B to the
Proxy Statement.
(d)(1) Agreement and Plan of Merger, dated as of January 30, 2000
by and among Jason Incorporated, Saw Mill Capital Fund II,
L.P., Calendar Holdings, Inc., Calendar Acquisition Corp.,
Vincent L. Martin and Mark Train, attached as Annex A to the
Proxy Statement.
(d)(2) Amendment No. 1 to Agreement and Plan of Merger, dated as of
March 14, 2000 by and among Jason Incorporated, Saw Mill
Capital Fund II, L.P., Calendar Holdings, Inc., Calendar
Acquisition Corp., Vincent L. Martin and Mark Train,
attached as Annex A to the Proxy Statement.
(d)(3) Voting Agreement, dated as of January 30, 2000, between
Calendar Acquisition Corp., Mark Train, Vincent L. Martin,
Janet D. Martin and the Martin Family Foundation.
(d)(4) Form of Contribution Agreement by and among Calendar
Holdings, Inc., Calendar Acquisition Corp., Saw Mill Capital
Fund II, L.P., Vincent L. Martin and Mark Train attached as
Exhibit A to the Agreement and Plan of Merger and to be
entered into immediately prior to the consummation of the
transactions contemplated by the Agreement and Plan of
Merger.
(d)(5) Pledge Agreement, dated January 30, 2000, between Jason
Incorporated and Howard Unger.
(d)(6) Form of Stockholders Agreement by and among Calendar
Holdings, Inc., Saw Mill Capital Fund II, L.P., Vincent L.
Martin, Mark Train Chase Capital Investments, LLC, The
Northwestern Mutual Life Insurance Company and Massachusetts
Mutual Life Insurance Company, attached as Exhibit A-1 to
the Voting Agreement and to be entered into immediately
prior to the consummation of the transactions contemplated
by the Agreement and Plan of Merger.
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C>
(d)(7) Form of Registration Rights Agreement by and among Calendar
Holdings, Inc., Saw Mill Capital Fund II, L.P., Vincent L.
Martin, Mark Train, Chase Capital Investments, LLC, The
Northwestern Mutual Life Insurance Company and Massachusetts
Mutual Life Insurance Company, attached as Exhibit A-2 to
the Voting Agreement and to be entered into immediately
prior to the consummation of the transactions contemplated
by the Agreement and Plan of Merger.
(d)(8) Amendment No. 2 to Agreement and Plan of Merger, dated as of
May 8, 2000 by and among Jason Incorporated, Saw Mill
Capital Fund II, L.P., Calendar Holdings, Inc., Calendar
Acquisition Corp., Vincent L. Martin and Mark Train,
attached as Annex A to the Proxy Statement.
(e)(1) Form of Employment Agreement to be entered into by Mark
Train, attached as Exhibit A-3 to the Voting Agreement
immediately prior to the consummation of the transactions
contemplated by the Agreement and Plan of Merger.
(e)(2) Form of Employment Agreement to be entered into by Vincent
L. Martin, attached as Exhibit A-4 to the Voting Agreement
immediately prior to the consummation of the transactions
contemplated by the Agreement and Plan of Merger.
(f) Sections 180.1301 -- 180.1331 of the Wisconsin Business
Corporation Law attached as Annex C to the Proxy Statement.
(g) None.
(h) None.
</TABLE>
7
<PAGE> 8
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in the statement is true,
complete and correct.
Dated: June 6, 2000 JASON INCORPORATED
By: /s/ MARK TRAIN
------------------------------------
Name: Mark Train
Title: Chief Executive Officer
SAW MILL CAPITAL FUND II, L.P.
By: SAW MILL INVESTMENTS II, LLC,
Its General Partner
By: /s/ HOWARD UNGER
------------------------------------
Name: Howard Unger
Title: President
CALENDAR HOLDINGS, INC.
By: /s/ HOWARD UNGER
------------------------------------
Name: Howard Unger
Title: President
CALENDAR ACQUISITION CORP.
By: /s/ HOWARD UNGER
------------------------------------
Name: Howard Unger
Title: President
/s/ VINCENT L. MARTIN
------------------------------------
Vincent L. Martin
/s/ MARK TRAIN
------------------------------------
Mark Train
8
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
(a)(1) Definitive Proxy Statement filed with the Securities and
Exchange Commission on June 6, 2000.
(a)(2) Report of Independent Accountants, as filed as part of the
Form 10-K of Jason Incorporated for the year ended December
31, 1999.
(b)(1)* Commitment Letter dated January 20, 2000 to Calendar
Acquisition Corp. from Credit Agricole Indosuez
(b)(2)* Commitment Letter dated January 27, 2000 to Calendar
Acquisition Corp. from Chase Capital Partners, The
Northwestern Mutual Life Insurance Company and Massachusetts
Mutual Life Insurance Company
(c)* Opinion of Lehman Brothers Inc. attached as ANNEX B to the
Proxy Statement.
(d)(1)* Agreement and Plan of Merger, dated as of January 30, 2000
by and among Jason Incorporated, Saw Mill Capital Fund II,
L.P., Calendar Holdings, Inc., Calendar Acquisition Corp.,
Vincent L. Martin and Mark Train, attached as ANNEX A to the
Proxy Statement.
(d)(2)* Amendment No. 1 to Agreement and Plan of Merger, dated as of
March 14, 2000 by and among Jason Incorporated, Saw Mill
Capital Fund II, L.P., Calendar Holdings, Inc., Calendar
Acquisition Corp., Vincent L. Martin and Mark Train,
attached as ANNEX A to the Proxy Statement.
(d)(3)* Voting Agreement, dated as of January 30, 2000, between
Calendar Acquisition Corp., Mark Train, Vincent L. Martin,
Janet D. Martin and the Martin Family Foundation.
(d)(4)* Form of Contribution Agreement by and among Calendar
Holdings, Inc., Calendar Acquisition Corp., Saw Mill Capital
Fund II, L.P., Vincent L. Martin and Mark Train attached as
EXHIBIT A to the Agreement and Plan of Merger and to be
entered into immediately prior to the consummation of the
transactions contemplated by the Agreement and Plan of
Merger.
(d)(5)* Pledge Agreement, dated January 30, 2000, between Jason
Incorporated and Howard Unger.
(d)(6)* Form of Stockholders Agreement by and among Calendar
Holdings, Inc., Saw Mill Capital Fund II, L.P., Vincent L.
Martin, Mark Train Chase Capital Investments, LLC, The
Northwestern Mutual Life Insurance Company and Massachusetts
Mutual Life Insurance Company, attached as EXHIBIT A-1 to
the Voting Agreement and to be entered into immediately
prior to the consummation of the transactions contemplated
by the Agreement and Plan of Merger.
(d)(7)* Form of Registration Rights Agreement by and among Calendar
Holdings, Inc., Saw Mill Capital Fund II, L.P., Vincent L.
Martin, Mark Train Chase Capital Investments, LLC, The
Northwestern Mutual Life Insurance Company and Massachusetts
Mutual Life Insurance Company, attached as EXHIBIT A-2 to
the Voting Agreement and to be entered into immediately
prior to the consummation of the transactions contemplated
by the Agreement and Plan of Merger.
(d)(8)* Amendment No. 2 to Agreement and Plan of Merger, dated as of
May 8, 2000 by and among Jason Incorporated, Saw Mill
Capital Fund II, L.P., Calendar Holdings, Inc., Calendar
Acquisition Corp., Vincent L. Martin and Mark Train,
attached as ANNEX A to the Proxy Statement.
(e)(1)* Form of Employment Agreement to be entered into by Mark
Train, attached as EXHIBIT A-3 to the Voting Agreement
immediately prior to the consummation of the transactions
contemplated by the Agreement and Plan of Merger.
(e)(2)* Form of Employment Agreement to be entered into by Vincent
L. Martin, attached as EXHIBIT A-4 to the Voting Agreement
immediately prior to the consummation of the transactions
contemplated by the Agreement and Plan of Merger.
(f)* Sections 80.1301 -- 180.1331 of the Wisconsin Business
Corporation Law attached as ANNEX C to the Proxy Statement.
(g) None.
(h) None.
</TABLE>
-------------------------
* Previously filed.
9
