SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1999
or
[ ] Transition report pursuant to section 15(d) of the Securities Exchange
Act of 1934
For the transition period from to .
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Commission file number: 33-18791
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Jason Employee Savings and Profit Sharing Plan.
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Jason Incorporated
411 East Wisconsin Avenue,
Suite 2120
Milwaukee, Wisconsin 53202
<PAGE>
The following financial statements are furnished herewith:
Report of Independent Accountants.
Statement of Net Assets Available for Benefits with Fund Information
as of December 31, 1999 and 1998.
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the years ended December 31, 1999
and December 31, 1998.
Notes to Financial Statements.
Supplemental Schedule Required by the Department of Labor
Rules and Regulations:
Form 5500, Item 27a, Schedule of Assets Held for Investment Purposes at End of
Year as of December 31, 1999
The following exhibit is furnished herewith:
Exhibit 23.1. Consent of Price Waterhouse.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
JASON EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN
BY /s/ Vincent L. Martin
-----------------------------
Vincent L. Martin
Plan Administrative Committee
June 28, 2000.
<PAGE>
JASON EMPLOYEE SAVINGS
AND PROFIT SHARING PLAN
FINANCIAL STATEMENTS AND REPORT
DECEMBER 31, 1999 AND 1998
<PAGE>
JASON EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
INDEX TO FINANCIAL STATEMENTS
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<TABLE>
<CAPTION>
Page
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<S> <C>
Report of Independent Accountants. . . . . . . . . . . . . . . . . . . 1
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . 2
Statements of Changes in Net Assets Available for
Benefits for the years ended December 31, 1999 and 1998 . . . . . . . 3
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . 4-8
Schedules Required by the Department of Labor's Rules and Regulations*
Schedule of Assets Held for Investment Purposes at End of Year
as of December 31, 1999. . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
* Other schedules required by the Department of Labor have been omitted
because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
Jason Employee Savings and Profit Sharing Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Jason Employee Savings and Profit Sharing Plan (the "Plan") at December
31, 1999 and 1998, and the changes in net assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements 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.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets Held
for Investment Purposes at End of Year is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
April 21, 2000
<PAGE>
JASON EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Assets
Investments (See Note 3) . . . . . $52,475,597 $46,081,560
----------- -----------
Receivables:
Employer's contribution. . . . . 1,582,774 1,451,514
Participants' contributions. . . 344,053 307,173
Participant notes. . . . . . . . 11,647 29,841
Accrued interest . . . . . . . . 73,938 72,774
----------- -----------
Total receivables. . . . 2,012,412 1,861,302
----------- -----------
Net assets available for benefits. $54,488,009 $47,942,862
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
JASON EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
------------ -------------
<S> <C> <C>
Additions
Additions to net assets attributed to:
Investment income:
Interest . . . . . . . . . . . . . . . . . . . $ 754,982 $ 812,413
Dividends. . . . . . . . . . . . . . . . . . . 357,492 373,499
Net appreciation in fair value of investments. 4,400,858 5,137,148
------------ -------------
5,513,332 6,323,060
------------ -------------
Contributions:
Employer's . . . . . . . . . . . . . . . . . . 2,121,623 2,195,581
Participants'. . . . . . . . . . . . . . . . . 3,777,789 4,531,667
------------ -------------
5,899,412 6,727,248
------------ -------------
Total additions . . . . . . . . . . . . . 11,412,744 13,050,308
------------ -------------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants . . . . . . . . . . 4,493,457 3,958,514
Administrative expenses . . . . . . . . . . . . . 132,897 143,461
------------ -------------
Total deductions. . . . . . . . . . . . . 4,626,354 4,101,975
------------ -------------
Net increase before transfers to other plans. . . . 6,786,390 8,948,333
Transfers to other plans. . . . . . . . . . . . . . (241,243) (15,554,028)
------------ -------------
Net increase (decrease) . . . . . . . . . 6,545,147 (6,605,695)
Net assets available for benefits:
Beginning of year . . . . . . . . . . . . . . . . 47,942,862 54,548,557
------------ -------------
End of year . . . . . . . . . . . . . . . . . . . $54,488,009 $ 47,942,862
============ =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
JASON EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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1. DESCRIPTION OF THE PLAN
The following description of the Jason Employee Savings and Profit Sharing Plan
(the "Plan") provides only general information. Participants should refer to
the plan document for a more complete description of the Plan's provisions.
PARTICIPATION AND ADMINISTRATION
The Plan is a defined contribution plan. Certain hourly and all salaried
employees are eligible for participation as of the first business day of the
calendar year quarter following the completion of six months of employment and
500 hours of service. A committee comprised of three employees (the
"Administrative Committee") of Jason Incorporated (the "Company") is responsible
for the administration of the Plan. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA").
CONTRIBUTIONS
Subject to certain limitations, the Company makes contributions to the Plan for
all participants except those employed by the Milsco Division or Deltak Division
as follows:
(a) amount equal to 1% of a participant's defined compensation;
(b) a matching contribution percentage equal to 25% of the amount of pre-tax
contributions made by a participant, not to exceed 1.5% of the
participant's defined compensation; and
(c) an additional amount determined by, and at the discretion of, the
Company's Board of Directors providing for up to a 50% matching
contribution percentage, not to exceed 3% of the participant's defined
compensation.
For participants employed by the Milsco Division, the Company may contribute to
the Plan on a discretionary basis. During 1999 and 1998, the Company made
contributions equal to 3.5% of a participants' eligible compensation, and a
matching contribution equal to 50% on the first 6% of eligible employee
contributions.
Through June 5, 1998, for participants employed by the Deltak Division, the
Company's matching contribution equaled 50% of the first 6% of eligible employee
contributions.
A participant's basic (pre-tax) contribution is 1% of defined annual
compensation, or any whole multiple thereof, limited to a maximum contribution
of 15%. Individuals employed by the Company may transfer all employer
contributions from a prior qualified retirement plan or trust into the Plan
within 60 days following receipt of these funds.
INVESTMENT ALTERNATIVES
Contributions to the Plan are invested in one or more of the defined available
investment funds as maintained by Marshall and Ilsley Trust Company ("Trustee").
Each participant is responsible for designating multiples of 5% of their
contributions and their share of Company contributions for investment among the
available investment funds; such designations may be changed at the
participant's discretion.
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<PAGE>
VESTING
A participant's share of the Company contribution for each year shall vest
either: 1) for all participants except those employed by the Milsco Division or
Deltak Division, over five years at the rate of 20% for each completed year of
vesting service, with full vesting upon death or disability, 2) if an employee
of the Milsco Division, after five years of credited service has been completed,
or upon death or disability, or 3) on June 5, 1998, all employees of the Deltak
Division were 100% vested. Vesting service includes years of service with both
Jason Incorporated and its predecessors. Participants are fully vested in their
participant contributions.
WITHDRAWALS DURING EMPLOYMENT
Participants are eligible to withdraw all or a portion of contributions upon
written request and approval of the Administrative Committee via an in-service
withdrawal or a hardship withdrawal.
DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT
Participants are entitled to receive, in a lump sum, the entire value of their
Company and participant accounts upon normal retirement age (which varies by
division), disability, or death. Participants who terminate for any other
reason are entitled to receive the entire value in their participant account and
the vested portion of their Company account.
FORFEITURES
The Plan provides that upon termination of employment a participant's nonvested
funds are provisionally forfeited and applied against administrative expenses
payable by the Plan. After a five year break in service the forfeiture is
final. However, if a participant resumes employment with the Company prior to
expiration of the five year break in service, the forfeited amount shall be
reinstated from current forfeitures and income, if available, or from a special
Company contribution.
TERMINATION OF THE PLAN
The Company anticipates and believes that the Plan will continue without
interruption but reserves the right, by action of the Board of Directors, to
terminate the Plan, in whole or in part. In the event of such termination, the
accounts of all affected participants thereby become fully vested and will be
distributed in accordance with the provisions of the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING METHOD
The financial statements of the Plan are prepared under the accrual method of
accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, and changes therein, and
disclosure of contingent assets and liabilities. Actual results could differ
from those estimates.
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<PAGE>
RECLASSIFICATIONS
Certain reclassifications have been made to the December 31, 1998 financial
statements to conform with the presentation used in the current year.
INVESTMENT VALUATION
Investments, except for the Marshall & Ilsley Stable Principal Fund, are stated
at market value based on the quoted asset values on the last business day of the
plan year. The Stable Principal Fund investments are valued at contract value,
which approximates market value. Contract value represents contributions made
under the contract, plus interest at the contract rate, less participant
withdrawals.
RISKS AND UNCERTAINTIES
The Plan's investments are exposed to various risks, such as interest rate,
market and credit risks. Due to the level of risk associated with certain
investments and the level of uncertainty related to changes in the values of
investments, it is at least reasonably possible that changes in risks in the
near term would materially affect participants' account balances and the amounts
reported in the statements of net assets available for benefits and the
statements of changes in net assets available for benefits.
INCOME RECOGNITION
Since a majority of the Plan's assets are reported at current market value in
the financial statements, the statements of changes in net assets available for
benefits reflect both realized gains and losses and unrealized appreciation and
depreciation of plan assets. Dividend and interest income are recognized when
earned.
EXPENSES OF THE PLAN
Trustee fees and certain other administrative expenses are paid by the Plan.
Accounting fees are paid by the Company.
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<PAGE>
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's net
assets:
<TABLE>
<CAPTION>
December 31,
--------------------------
1999 1998
------------- -----------
<S> <C> <C>
Federated Max-Cap Fund, 552,352.86 and
520,605.978 shares, respectively . . . . . . . . . $ 16,554,015 $13,212,980
Fidelity Advisor Equity Portfolio Income Fund,
244,852.011 and 217,299.358 shares, respectively . 6,385,740 6,156,091
Jason Inc. Stock Fund, 1,009,102.365 and 948,372.803
shares, respectively . . . . . . . . . . . . . . . 6,905,992 7,755,413
Marshall & Ilsley Stable Principal Fund,
13,190,217.730 and 12,345,794.560 shares,
respectively . . . . . . . . . . . . . . . . . . . 13,190,218 12,345,795
Franklin Small-Cap Growth Fund, 70,176.810 and
62,184.183 shares, respectively. . . . . . . . . . 3,096,903 1,403,497
Marshall International Stock Fund, 166,424.422 and
153,719.379 shares, respectively . . . . . . . . . 3,018,939 1,958,385
</TABLE>
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in
value by $4,400,858 and $5,137,148, respectively, as follows:
<TABLE>
<CAPTION>
1999 1998
----------- ----------
<S> <C> <C>
Mutual funds. . . . $5,355,648 $4,765,053
Employer securities (954,790) 372,095
----------- ----------
$4,400,858 $5,137,148
=========== ==========
</TABLE>
4. FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Company by a letter
dated April 24, 1997, that the Plan is designed in accordance with applicable
sections of the Internal Revenue Code ("IRC"). The Plan has been amended since
receiving the determination letter. However, the plan administrator believes
that the Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
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<PAGE>
5. TRANSFER TO OTHER PLANS
Effective June 5, 1998, the Company sold the Deltak Division and the Braden
Division. In conjunction with the sale, the participant balances applicable to
the employees of these divisions were transferred to another qualified defined
contribution plan.
6. AMOUNTS ALLOCATED TO WITHDRAWN PARTICIPANTS
Plan assets of $2,036,031 and $3,819,130 have been allocated to the accounts of
persons who are no longer active participants of the Plan as of December 31,
1999 and 1998, respectively, but have not yet received distributions as of that
date.
7. PARTY-IN-INTEREST TRANSACTIONS
Transactions involving employer securities, participants notes and the funds
administered by Marshall & Ilsley Trust Company, trustee of the Plan, are
considered party-in-interest transactions. These transactions are not, however,
considered prohibited transactions under 29 CFR 408(b) of the ERISA regulations.
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<PAGE>
JASON EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MARKET
DESCRIPTION VALUE
-------------------------------------------------- -----------
<S> <C>
Equity and Other Mutual Funds
Federated Max-Cap Fund . . . . . . . . . . . . $16,554,015
Franklin Small-Cap Growth Fund . . . . . . . . 3,096,903
Fidelity Advisor Equity Portfolio Income Fund. 6,385,740
* Marshall International Stock Fund. . . . . . . 3,018,939
Neuberger & Berman Equity Fund . . . . . . . . 1,691,416
Jason Inc. Stock Fund. . . . . . . . . . . . . 6,905,992
-----------
$37,653,005
===========
Fixed Income Investments
Vanguard Bond Index Fund . . . . . . . . . . . $ 1,632,374
===========
* Marshall & Ilsley Stable Principal Fund. . . . $13,190,218
===========
*Participant Notes Receivable
Varied maturities from 1 to 7 years
Interest rates range from 7.5% to 10%. . . . . $ 11,647
===========
* Indicates party-in-interest.
</TABLE>
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