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)(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)(l)
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
filng.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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 Italian Community Center, 631 East Chicago Street, Milwaukee,
Wisconsin, on Wednesday, April 23, 1997, 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 1997.
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 3, 1997, 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 14, 1997
3
JASON INCORPORATED
411 EAST WISCONSIN AVENUE
SUITE 2500
MILWAUKEE, WISCONSIN 53202
PROXY STATEMENT FOR 1997 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 Italian
Community Center, 631 East Chicago Street, Milwaukee, Wisconsin at 10 a.m. on
Wednesday, April 23, 1997, 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 14, 1997.
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 1997.
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 3, 1997, are entitled to vote at the meeting. On that date,
the only outstanding shares of capital stock of the Company were 20,159,573
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 1998 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 27, 1996.
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 three times in the fiscal year ended
December 27, 1996.
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 27, 1996.
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: 57; Elected Director: 1985; Present Term Ends: 1997 Annual
Meeting; Shares Beneficially Owned: 4,943,809
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: 55; Elected Director: 1985; Present Term Ends: 1997 Annual
Meeting; Shares Beneficially Owned: 3,468,609
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: 50; Elected Director: 1987; Present Term Ends: 1997 Annual
Meeting; Shares Beneficially Owned: 137,078
Since 1981 Mr. Oldenburg has served as Chief Executive Officer of
Oldenburg Group, Inc., a privately-held industrial manufacturing company.
FRANK JONES
Age: 57; Elected Director: 1987;Present Term Ends: 1997 Annual Meeting;
Shares Beneficially Owned: 83,186
For the past nine 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. and General Tool Co. Inc.
DAVID DRURY
Age: 48; Elected Director: 1989; Present Term Ends: 1997 Annual
Meeting; Shares Beneficially Owned: 57,863
Mr. Drury has served as President of Stolper-Fabralloy Co. LLC, a
fabricator of gas turbine engine components, since October 1994. 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: 52; Elected Director: 1987; Present Term Ends: 1997 Annual
Meeting; Shares Beneficially Owned: 56,773
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
5
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
Name Title Age
- ---- ----- ---
Vincent Martin Chairman of the Board and Chief Executive Officer 57
Mark Train President and Secretary 55
Larry Edwards Senior Vice President 47
David Anderson Vice President 59
Michael Gubesch Vice President 56
Wendell Hung Vice President 55
James Muraski Vice President 54
Robert Sandberg Vice President 47
William Talbert Vice President 53
James Tyler Vice President 58
Howard Wolter Controller and Assistant Secretary 65
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.
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.
DR. WENDELL HUNG, Vice President
Dr. Hung was appointed a Vice President of the Company in December 1994
and is in charge of the Company's heat recovery steam generator business. Dr.
Hung was President of this business under prior ownership from 1985 until it was
acquired by the Company in January 1994.
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 precision 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.
JAMES TYLER, Vice President
Mr. Tyler has been a Vice President of the Company since its formation
and is in charge of its industrial brush 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
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 27, 1996, 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
Annual Compensation Long Term Compensation
_________________________________________ _______________________________
Awards Payouts
_______ _______
Securities
Name and Other Annual Underlying LTIP
Principal Position Year Salary($) Bonus($)* Compensation($)** Options/SARs(#) Payouts ($)***
- ------------------ ---- --------- -------- ----------------- --------------- --------------
Vincent Martin 1996 $367,000 $ 0 $6,000 0 0
Chairman and CEO 1995 350,000 35,000 6,000 0 0
1994 330,000 155,294 6,120 0 0
Mark Train 1996 348,000 0 6,000 0 0
President and Secretary 1995 325,000 32,500 6,000 0 0
1994 305,000 143,529 6,120 0 0
David Anderson 1996 178,000 127,402 9,750 0 0
Vice President 1995 170,000 170,000 9,750 50,000 0
James Muraski 1996 168,000 93,924 6,000 10,000 0
Vice President 1995 160,000 82,367 0 0
1994 160,000 0 0 0
James Tyler 1996 143,000 114,898 5,930 0 22,680
Vice President 1995 138,000 138,000 6,000 10,000 25,200
1994 132,000 132,000 5,940 0 14,400
* 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 $750 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
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 1996, options to purchase 1,557,214 shares were outstanding. During
fiscal 1996, options were granted to purchase 165,500 shares of Common Stock at
per share exercise prices of $6.50 to $7.50 and options for 37,280 shares were
exercised at exercise prices of $1.29 to $6.08 per share. A total of 529,644
shares of Common Stock remain available for future grants under the Plan.
The following table shows stock option grants for the named executive
officers during the fiscal year ended December 27, 1996:
OPTION/SAR GRANTS IN FISCAL 1996
Potential Realizable Value at
Assumed Annual Rates of Stock
Individual Grants Price Appreciation for Option Term
----------------------------------------------------------------------- ----------------------------------
Number of
Securities
Underlying % of Total Options/SARs Exercise
Options/SARs Granted to Employees Price Expiration
Name Granted (#) in Fiscal Year ($/Share) Date 5% ($) 10% ($)
---- --------------- --------------------- ----------- ------------ -------- --------
Vincent Martin 0 -- -- -- -- --
Mark Train 0 -- -- -- -- --
David Anderson 10,000 6.23% $6.50 12/17/09 $57,567 $159,398
James Muraski 10,000 6.23% $6.50 12/17/09 $57,567 $159,398
James Tyler 0 -- -- -- -- --
The following table shows stock options exercised for the named executive
officers during the fiscal year ended December 27, 1996:
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at FY-End (#) Options/SARs at FY-End ($)
Shares Acquired --------------------------- --------------------------------
Name on Exercise (#) Value Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- ------------------- ------------ ------------- -------------- -------------
Vincent Martin 0 -- -- -- -- --
Mark Train 0 -- -- -- -- --
David Anderson 0 -- -- 60,000 -- $0
James Muraski 0 -- 87,500 47,500 $0 $0
James Tyler 0 -- -- 22,500 -- $0
COMPENSATION COMMITTEE REPORT
As is the case each year, the Compensation Committee reviewed the
proposed 1997 salary and bonuses and the 1996 stock option grants for the
executive officers at the Compensation Committee meeting on December 17, 1996.
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. Anderson,
Muraski and Tyler) 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
8
In fixing the stock option grants for fiscal 1996, 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 1997 are earned
if earnings per share exceed $0.45 and increase to a maximum of 100% of base
salary if the Company's earnings per share are 50% above this amount, i.e.,
$0.67. 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.
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,
1992, 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 $84.64 at December 31,
1996, compared to $181.62 for the S&P 500 and $ 181.25 for the S&P Industrials
Index:
JASON INCORPORATED
STOCK PERFORMANCE COMPARED TO THE
S&P 500 AND S&P INDUSTRIALS INDEXS
[PERFORMANCE GRAPH]
VALUE OF $100 INVESTED ON 1/1/92
S&P S&P
DATE JASON 500 INDUSTRIALS
- ------ ------ ------ -----------
Jan-92 100 100 100
Feb-92 108.33 100.98 101.04
Mar-92 106.67 98.77 99.38
Apr-92 113.33 101.72 102.08
May-92 112.5 101.96 102.08
Jun-92 101.67 100 100
Jul-92 104.17 103.68 103.13
Aug-92 101.67 101.23 100
Sep-92 101.67 102.45 101.04
Oct-92 81.67 102.7 101.04
Nov-92 79.17 105.88 105.42
Dec-92 87.5 106.62 106.25
Jan-93 86.46 107.6 106.04
Feb-93 89.58 108.58 106.04
Mar-93 89.58 110.78 107.92
Apr-93 85.42 107.84 105.21
May-93 85.94 110.29 108.54
Jun-93 85.94 110.54 107.08
Jul-93 96.35 109.8 105.63
Aug-93 104.17 113.73 109.17
Sep-93 106.77 112.5 107.71
Oct-93 122.4 114.71 111.46
Nov-93 122.4 113.24 111.25
Dec-93 138.02 114.22 112.5
Jan-94 125 118.14 116.25
Feb-94 153.65 114.46 113.96
Mar-94 132.81 109.31 108.54
Apr-94 153.65 110.54 109.38
May-94 143.23 112.01 110.83
Jun-94 123.7 108.82 107.5
Jul-94 113.93 112.25 111.25
Aug-94 117.19 116.67 116.25
Sep-94 120.44 113.48 114.17
Oct-94 123.7 115.69 116.88
Nov-94 113.93 111.27 112.5
Dec-94 117.19 112.5 114.17
Jan-95 117.19 115.2 115.42
Feb-95 113.93 119.36 120
Mar-95 112.3 122.79 124.38
Apr-95 120.44 126.23 127.5
May-95 125.33 130.64 131.67
Jun-95 133.46 133.58 135.42
Jul-95 126.95 137.75 139.79
Aug-95 126.95 137.5 138.33
Sep-95 110.68 143.14 143.13
Oct-95 84.64 142.65 142.5
Nov-95 92.77 148.28 148.33
Dec-95 84.64 150.98 150.21
Jan-96 86.26 155.88 155.21
Feb-96 94.4 156.86 156.88
Mar-96 91.15 158.33 158.75
Apr-96 97.66 160.29 160.42
May-96 104.17 163.97 166.25
Jun-96 109.05 164.46 165.83
Jul-96 107.42 156.86 157.92
Aug-96 97.66 159.8 160.42
Sep-96 97.66 168.38 169.38
Oct-96 91.15 172.79 172.29
Nov-96 92.77 185.54 184.79
Dec-96 84.64 181.62 181.25
6
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:
Name and Address of Number of
Beneficial Owner Shares Owned Percent
-------------------- ------------ -------
VINCENT MARTIN 4,943,809 24.6%
411 East Wisconsin Avenue, Suite 2500
Milwaukee, WI 53202
MARK TRAIN 3,468,609 17.2%
411 East Wisconsin Avenue, Suite 2500
Milwaukee, WI 53202
STATE OF WISCONSIN INVESTMENT BOARD 1,992,175 (1) 9.9%
P.O. Box 7842
Madison, WI 53707
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA 1,310,400 (2) 6.5%
751 Broad Street
Newark, NJ 07102-3777
FLEMMING CAPITAL MANAGEMENT 1,123,512 (3) 5.7%
1285 Avenue of the Americas
New York, NY 10019
DAVID L. BABSON & COMPANY, INC. 1,138,380 (4) 5.6%
One Memorial Drive
Cambridge, MA 02142-1300
JAMES TYLER 426,117 (5) 2.1%
5401 Hamilton Avenue
Cleveland, OH 44114
JAMES MURASKI 152,195 (6) (13)
625 Walnut Ridge Drive, Suite 107
Hartland, WI 53029
WAYNE OLDENBURG 137,078 (7) (13)
8600 West Bradley Road
Milwaukee, WI 53224
FRANK JONES 83,186 (8) (13)
6740 North St. Andrews Drive
Tucson, AZ 85718
DAVID ANDERSON 86,002 (9) (13)
9009 N. 51st Street
Milwaukee, WI 53223
DAVID DRURY 57,863 (10) (13)
115 North Janacek Road
Brookfield, WI 53045
WAYNE FETHKE 56,773 (11) (13)
636 Science Drive
Madison, WI 53711
All directors and officers as a group 9,956,662 (12) 49.4%
(fifteen 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, 1996, it had sole power to vote
1,992,175 shares.
(2) 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, 1996 it had sole power to vote 994,500
shares and shared power to vote 315,900 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, 1996, it had shared power to vote 1,123,512 shares.
(4) 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, 1996, it had sole power to vote 751,897 shares and
shared power to vote 386,483 shares.
(5) Includes options to purchase 22,500 shares.
(6) Includes options to purchase 135,000 shares.
(7) Includes options to purchase 17,813 shares.
(8) Includes options to purchase 66,154 shares.
(9) Includes options to purchase 60,000 shares.
(10) Includes options to purchase 41,837 shares.
(11) Includes options to purchase 48,576 shares.
(12) Includes options to purchase 865,368 shares.
(13) Less than 1%.
7
10
CERTAIN TRANSACTIONS
Messrs. Martin and Train have entered into a voting agreement pursuant
to which each has agreed to vote his shares for the election of one director
nominated by the other. The agreement expires on April 14, 1997. The agreement
does not affect their ability to vote their stock on any other matter or for
additional directors.
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 ar e 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 1996 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 Price Waterhouse LLP as independent
certified public accountants to examine the financial statements of the Company
for the 1997 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 1998 ANNUAL MEETING
Any shareholder who desires to submit a proposal for the 1998 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, 1997, in order to consider it for inclusion
in the 1998 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
A copy of the 1996 Annual Report of the Company accompanies this Proxy
Statement. A copy of the Company's Annual Report on Form 10-K for the year 1996
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 14, 1997
8
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 undersignd 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 3, 1997, and which the undersigned is entitled to vote at
the Annual Meeting of Shareholders to be held on April 23, 1997 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 14, 1997.
- DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED -
JASON INCORPORATED ANNUAL MEETING
______ ______
1-Vincent Martin, 2-Mark Train, 3-Frank Jones,
1. ELECTION OF DIRECTORS: 4-Wayne Oldenburg, 5-Wayne Fethke, 6-David Drury [] FOR [] WITHHOLD
____________________
(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 ACCOUNTANTS
OF THE COMPANY FOR THE FISCAL YEAR 1997. [] FOR [] AGAINST [] ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Address Change? Date_________________________ NO. OF SHARES
MARK BOX []
Indicate changes below ____________________________________
____________________________________
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.
________