<PAGE>   1
 
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   FORM 10-Q
 
            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 
                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
 
            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 
        FOR THE TRANSITION PERIOD FROM                TO
 
                       COMMISSION FILE NUMBER: 000-21407
 
                                  LASON, INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<C>                                            <C>
                  DELAWARE                                      38-3214743
       (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                     identification number)
</TABLE>
 
                            1305 Stephenson Highway
                              Troy, Michigan 48083
          (Address of principal executive offices including zip code)
 
                           Telephone: (248) 597-5800
              (Registrant's telephone number, including area code)
 
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No [ ]
 
     As of May 12, 1997 8,864,192 shares of Common Stock, $.01 par value were
outstanding.
 
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<PAGE>   2
 
                               TABLE OF CONTENTS
 
                         PART I. FINANCIAL INFORMATION
 
<TABLE>
<CAPTION>
                                                                PAGE NO.
                                                                --------
<S>                                                             <C>
ITEM 1. FINANCIAL STATEMENTS
 
Condensed Consolidated Balance Sheets as of March 31, 1997
  (Unaudited) and
  December 31, 1996.........................................        2
 
Condensed Consolidated Statements of Income (Unaudited),
  Three Months Ended
  March 31, 1997 and 1996...................................        3
 
Condensed Consolidated Statements of Cash Flows (Unaudited),
  Three Months Ended
  March 31, 1997 and 1996...................................        4
 
Notes to Condensed Consolidated Financial Statements
  (Unaudited)...............................................        5
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS
        OF OPERATIONS.......................................        8
 
                       PART II. OTHER INFORMATION
 
ITEM 5. OTHER INFORMATION...................................       11
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................       11
 
SIGNATURES..................................................       12
</TABLE>
 
                                        1
<PAGE>   3
 
                                  LASON, INC.
 
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT FOR SHARES)
 
<TABLE>
<CAPTION>
                                                               MARCH 31,    DECEMBER 31,
                                                                 1997           1996
                                                               ---------    ------------
                                                              (UNAUDITED)
<S>                                                           <C>           <C>
ASSETS
Cash........................................................   $  2,789       $    79
Accounts receivable.........................................     25,740        24,546
Supplies....................................................      2,303         2,273
Prepaid expenses and other..................................      2,124         4,213
                                                               --------       -------
  Total current assets......................................     32,956        31,111
Property, plant and equipment (net).........................     10,200         7,621
Deferred income taxes.......................................      2,405         2,571
Intangible assets (net).....................................     55,027        37,243
                                                               --------       -------
  TOTAL ASSETS..............................................   $100,588       $78,546
                                                               ========       =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Deferred income taxes.......................................   $  1,045       $ 1,529
Accrued expenses............................................      4,175         4,199
Other current liabilities...................................      7,482         8,457
                                                               --------       -------
  Total current liabilities.................................     13,464        14,185
Revolving credit line borrowings............................     22,500         4,101
Minority interests..........................................        292           257
Other liabilities...........................................      2,642         1,937
                                                               --------       -------
  TOTAL LIABILITIES AND MINORITY INTERESTS..................     38,898        20,480
                                                               --------       -------
Common stock with a put option..............................      1,060         1,060
STOCKHOLDERS' EQUITY
Common Stock, $.01 par value; 20,000,000 shares authorized,
  8,842,488 and 8,610,246 shares issued and outstanding at
  March 31, 1997 and December 31, 1996, respectively........         88            86
Preferred stock, $.01 par value, 5,000,000 shares
  authorized, none issued and outstanding at March 31, 1997
  and December 31, 1996.....................................         --            --
Additional paid-in capital..................................     54,403        51,912
Retained earnings...........................................      6,901         5,008
                                                               --------       -------
  TOTAL STOCKHOLDERS' EQUITY................................     61,392        57,006
                                                               --------       -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................   $100,588       $78,546
                                                               ========       =======
</TABLE>
 
   The accompanying Notes are an integral part of the condensed consolidated
                             financial statements.
 
                                        2
<PAGE>   4
 
                                  LASON, INC.
 
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  (IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                      MARCH 31,
                                                                ---------------------
                                                                 1997          1996
                                                                 ----          ----
                                                                     (UNAUDITED)
<S>                                                             <C>           <C>
Revenues, net of postage....................................    $26,236       $13,005
Cost of revenues............................................     18,147         8,659
                                                                -------       -------
  Gross profit..............................................      8,089         4,346
Selling, general and administrative expenses................      4,315         2,497
Compensatory stock option expense...........................         54            74
Amortization of intangibles.................................        480           182
                                                                -------       -------
  Income from operations....................................      3,240         1,593
Interest expense............................................        266           412
                                                                -------       -------
  Income before income taxes and minority interest in net
     income of subsidiaries.................................      2,974         1,181
Provision for income taxes..................................      1,047           414
                                                                -------       -------
  Income before minority interest in net income of
     subsidiaries...........................................      1,927           767
Minority interest in net income of subsidiaries.............         34            --
                                                                -------       -------
  Net Income................................................    $ 1,893       $   767
                                                                =======       =======
Primary and fully diluted earnings per share................    $  0.21       $  0.12
                                                                =======       =======
</TABLE>
 
   The accompanying Notes are an integral part of the condensed consolidated
                             financial statements.
 
                                        3
<PAGE>   5
 
                                  LASON, INC.
 
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                     MARCH 31,
                                                              -----------------------
                                                                1997           1996
                                                                ----           ----
                                                                    (UNAUDITED)
<S>                                                           <C>            <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES.......  $  3,079       $   (239)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for net assets of acquired businesses, net of cash
  acquired..................................................   (16,683)            --
Proceeds from sales of fixed assets.........................       122             40
Purchase of fixed assets....................................    (2,253)          (667)
                                                              --------       --------
  Net cash used in investing activities.....................   (18,814)          (627)
                                                              --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on revolving line of credit......................    41,843         13,382
Repayments on revolving line of credit......................   (23,444)       (11,871)
Principal payments on long-term debt........................        --           (500)
Proceeds from exercise of employee stock options............        46             --
                                                              --------       --------
  Net cash provided by financing activities.................    18,445          1,011
                                                              --------       --------
Net increase in cash........................................     2,710            145
Cash at beginning of period.................................        79            103
                                                              --------       --------
Cash at end of period.......................................  $  2,789       $    248
                                                              ========       ========
</TABLE>
 
   The accompanying Notes are an integral part of the condensed consolidated
                             financial statements.
 
                                        4
<PAGE>   6
 
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
 
NOTE 1. BASIS OF PRESENTATION
 
     The accompanying unaudited condensed consolidated financial statements of
Lason, Inc. (together with its subsidiaries, the "Company") have been prepared
in conformity with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, such interim financial statements do not include
all of the information and footnotes required by generally accepted accounting
principles for complete consolidated financial statements.
 
     In the opinion of management, all necessary adjustments (consisting of
normal recurring adjustments) considered necessary for a fair presentation have
been included. The operating results for the three month period ended March 31,
1997 are not necessarily indicative of the results to be expected for the year
ending December 31, 1997.
 
     For further information, refer to the consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 filed with the Securities and Exchange Commission on
March 31, 1997.
 
     Certain reclassifications have been made to the consolidated financial
statements for 1996 to conform to the 1997 presentation.
 
NOTE 2. RECENTLY ISSUED ACCOUNTING STANDARD
 
     Statement of Financial Accounting Standards No. 128 "Earnings Per Share"
was issued in March 1997. This Statement establishes standards for computing and
presenting earnings per share ("EPS") and supersedes Accounting Principles Board
Opinion No. 15 and its related interpretations. The Statement replaces the
presentation of primary EPS with a presentation of basic EPS. It also requires
dual presentation of basic and diluted EPS on the face of the income statement
for all entities with complex capital structures and requires a reconciliation
of the numerator and denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation. Basic EPS excludes dilution
whereas diluted EPS will include the potential dilution that could occur if
securities or other contracts to issue shares of common stock were exercised or
converted into shares of common stock.
 
     The Statement is effective for financial statements issued for periods
ending after December 31, 1997. Earlier application is not permitted. The
Statement requires restatement of all prior period EPS data presented. The
adoption of this standard is not expected to have a material impact on the
Company's reported EPS.
 
NOTE 3. ACQUISITIONS
 
     In January 1997, Lason Systems, Inc. ("Lason"), a wholly-owned subsidiary
of the Company, acquired all of the outstanding common stock of Churchill
Communications Corporation ("Churchill") for $7.5 million in cash and 72,499
shares of the Company's common stock valued at approximately $1.5 million. The
shares of common stock are subject to an eighteen month lock-up agreement which
restricts the owner's ability to sell such shares. The Company has agreed to
register the shares of common stock subsequent to the lock-up period. The
purchase price is subject to a possible adjustment based on Churchill's net
worth as of January 31, 1997. The purchase price contingency, if any, will be
recorded as an adjustment to the purchase price when the contingency is
resolved.
 
     In February 1997, Lason Systems, Inc., Southeast, a wholly-owned subsidiary
of Lason, acquired all of the outstanding common stock of Alpha Imaging, Inc.
and Alpha Micro Graphics Supply, Inc. (affiliated companies and together
"Alpha") for $2.1 million in cash and 11,517 shares of the Company's common
stock valued at approximately $237,000. The shares of common stock are subject
to a twelve month lock-up agreement which restricts the owner's ability to sell
such shares. The Company has agreed to register the
 
                                        5
<PAGE>   7
 
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
                                  (UNAUDITED)
 
shares of common stock subsequent to the lock-up period. In conjunction with the
acquisition, Alpha was merged with Lason Systems, Inc., Southeast.
 
     In March 1997, Lason acquired all of the outstanding common stock of
Premier Copy Group, Inc. ("Premier") for $2.7 million in cash and forgiveness of
a note receivable of approximately $55,500. The purchase price is subject to
possible adjustment (i) based on Premier's net worth as of March 31, 1997, and
(ii) based on satisfactory performance of certain activities set forth in
employment agreements. In connection therewith, a portion of the purchase price
is held in escrow to be released no later than September 30, 1997. The purchase
price contingency, if any, will be recorded as an adjustment to the purchase
price when the contingency is resolved.
 
     In March 1997, Lason also acquired all of the outstanding common stock of
Automated Enterprises, Inc. ("AEI") for $5.9 million in cash and 31,008 shares
of the Company's common stock valued at approximately $655,000. The shares of
common stock are subject to an eighteen month lock-up agreement which restricts
the owner's ability to sell such shares. The Company has agreed to register the
shares of common stock subsequent to the lock-up period. The purchase price is
subject to possible adjustment based on AEI's net worth as of March 31, 1997.
The stock purchase agreement also provides for an additional payment to the
selling shareholder if AEI's financial performance for the years ending December
31, 1997 and December 31, 1998 exceeds a specified target. The additional
payment, if any, would be paid both in cash and shares of the Company's common
stock. In the event of a change of control or the termination of the employment
of the selling shareholder other than for cause, the selling shareholder can
require the Company to pay $1.6 million in cash in full payment of the Company's
additional payment obligation. Purchase price contingencies, if any, will be
recorded as adjustments to the purchase price when the contingencies are
resolved.
 
     The aggregate purchase price for the acquisitions completed during the
first quarter of 1997, excluding liabilities assumed, was approximately $20.6
million. The purchase price was allocated to the assets acquired and liabilities
assumed based on the related fair values at the date of acquisition. The excess
of the aggregate purchase price over the fair values of assets acquired and
liabilities assumed has been allocated to goodwill and is being amortized on a
straight-line method over 30 years.
 
     In conjunction with these acquisitions, liabilities assumed and other
non-cash consideration was as follows:
 
<TABLE>
<S>                                                             <C>
Fair value of assets acquired...............................    $  4,002
Goodwill....................................................      17,756
Net cash paid in consideration for companies acquired.......     (16,683)
Stock issued in consideration for companies acquired........      (2,392)
Deferred purchase price.....................................        (200)
                                                                --------
Liabilities assumed.........................................    $  2,483
                                                                ========
</TABLE>
 
     The following table summarizes pro forma unaudited results of operations as
if each of the acquisitions completed during the first quarter of 1997 had
occurred at the beginning of the periods presented:
 
<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                             ---------------------
                                                              1997          1996
                                                              ----          ----
<S>                                                          <C>           <C>
Revenues.................................................    $27,478       $16,524
Income before income taxes...............................      2,936         1,286
Net income...............................................      1,868           822
Primary and fully diluted earnings per share.............    $  0.21       $  0.13
</TABLE>
 
     In May 1997, Lason acquired all of the outstanding common stock of
Corporate Copies, Inc. for approximately $1.6 million in cash which was funded
by bank borrowings.
 
                                        6
<PAGE>   8
 
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
                                  (UNAUDITED)
 
NOTE 4. LONG-TERM DEBT
 
     On January 17, 1995 Lason and a bank entered into a Credit Agreement,
pursuant to which the bank provided for an aggregate of $15 million of term
loans payable in 26 quarterly installments ending June 30, 2001 and a $10
million revolving credit facility, subject to a borrowing base limitation,
expiring on June 30, 2001. In July 1996, the Credit Agreement was amended to
include an additional $10 million acquisition credit facility, expiring on the
earlier of June 30, 2001 or an initial public offering by the Company. In
addition, in August 1996, the Credit Agreement was amended to provide for up to
an additional $8.5 million of interim term loans, payable on the earlier of
March 31, 1997 or an initial public offering by the Company. As of December 31,
1996, there was approximately $4.1 million outstanding under the Credit
Agreement.
 
     In February 1997, Lason amended and restated its Credit Agreement to
provide revolving credit loans in the initial amount of $40 million , which may
be increased to $60 million at Lason's request, and after payment of a
commitment fee and bank review and approval. The increased borrowing capacity
will be used to finance additional acquisitions of businesses, working capital,
capital expenditures and for other corporate purposes. Borrowings under the
Credit Agreement are collateralized by substantially all of Lason's assets.
Lason is not required to make principal payments prior to 2001, the term of the
loan. Interest on amounts outstanding is calculated based on interest rates
determined at the time of borrowing. Borrowings bear interest at rates ranging
from a base percentage rate plus a maximum of 1.25% ( a weighted average rate of
9.75% as of March 31, 1997) to LIBOR plus a maximum of 2.25% (a weighted average
rate of 7.94% as of March 31, 1997), depending on the Company's leverage ratio.
The Credit Agreement contains restrictions on the acquisition of stock or
assets, disposal of assets, incurrence of other liabilities, minimum
requirements for cash flow and certain financial ratios.
 
     During the first quarter of 1997, Lason borrowed approximately $17.8
million under the credit agreement to fund the acquisitions of businesses. As of
March 31, 1997, there was approximately $22.5 million outstanding under the
Credit Agreement.
 
NOTE 5. EARNINGS PER SHARE
 
     For purposes of computing earnings per share, common stock equivalents
include outstanding stock options. Earnings per share is based on the weighted
average number of common shares and common share equivalents outstanding,
retroactively adjusted for the effect of a 2.5 for 1 common stock split
effective October 15, 1996.
 
     The weighted average common shares and common share equivalents outstanding
for the three months ended March 31, 1996, include as outstanding 692,047 shares
of common stock which would have been sold at an initial offering price of
$17.00 per share to fund the redemption of shares of common stock owned by the
Company's largest shareholder. The shares of common stock were redeemed on
October 15, 1996 in connection with the Company's initial public offering of
common stock.
 
     The weighted average common shares and common share equivalents outstanding
were 9,062,201 and 6,187,600 for the three months ended March 31, 1997 and 1996,
respectively.
 
                                        7
<PAGE>   9
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
 
     The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements of the Company and the related notes
and the other related financial information included elsewhere in this Form
10-Q. The discussion in this section contains forward-looking statements that
involve risks and uncertainties. The Company's actual results could differ
materially from those discussed herein. Factors that could cause or contribute
to such differences include, but are not limited to, those discussed elsewhere
in this Form 10-Q and identified from time to time in the Company's reports and
registration statements filed with the Securities and Exchange Commission.
 
OVERVIEW
 
     Since July of 1996, Lason Systems, Inc. ("Lason"), a wholly-owned
subsidiary of the Company, has completed the acquisitions of nine companies,
four of which were acquired during the first quarter of 1997.
 
     In January 1997, Lason acquired all of the outstanding common stock of
Churchill Communications Corporation ("Churchill") for $7.5 million in cash and
72,499 shares of the Company's common stock valued at approximately $1.5
million. Churchill is a provider of business communications services, including
electronic mail messaging and data processing services, in the New York City
market. Churchill also services the proxy solicitation industry. The shares of
common stock are subject to an eighteen month lock-up agreement which restricts
the owner's ability to sell such shares. The Company has agreed to register the
shares of common stock subsequent to the lock-up period. The purchase price is
subject to a possible adjustment based on Churchill's net worth as of January
31, 1997. The purchase price contingency, if any, will be recorded as an
adjustment to the purchase price when the contingency is resolved.
 
     In February 1997, Lason Systems, Inc., Southeast, a wholly-owned subsidiary
of Lason, acquired all of the outstanding common stock of Alpha Imaging, Inc.
and Alpha Micro Graphics Supply, Inc. (affiliated companies and together
"Alpha") for $2.1 million in cash and 11,517 shares of the Company's common
stock valued at approximately $237,000. Alpha provides digital imaging services
in the states of Florida and Georgia, principally serving the financial,
commercial and health care industries. The shares of common stock are subject to
a twelve month lock-up agreement which restricts the owner's ability to sell
such shares. The Company has agreed to register the shares of common stock
subsequent to the lock-up period. In conjunction with the acquisition, Alpha was
merged with Lason Systems, Inc., Southeast.
 
     In March 1997, Lason acquired all of the outstanding common stock of
Premier Copy Group, Inc. ("Premier") for $2.7 million in cash and forgiveness of
a note receivable of approximately $55,500. Premier specializes in litigation
support and document management services to the legal and commercial markets in
the Atlanta market. The purchase price is subject to possible adjustment (i)
based on Premier's net worth as of March 31, 1997, and (ii) based on
satisfactory performance of certain activities set forth in employment
agreements. In connection therewith, a portion of the purchase price is held in
escrow to be released no later than September 30, 1997. The purchase price
contingency, if any, will be recorded as an adjustment to the purchase price
when the contingency is resolved.
 
     In March 1997, Lason also acquired all of the outstanding common stock of
Automated Enterprises, Inc. ("AEI") for $5.9 million in cash and 31,008 shares
of the Company's common stock valued at approximately $655,000. AEI is a leading
provider of business communications services, including digital printing and
related data processing services in the Richmond, Virginia and greater
Washington D.C. markets. The shares of common stock are subject to an eighteen
month lock-up agreement which restricts the owner's ability to sell such shares.
The Company has agreed to register the common stock subsequent to the lock-up
period. The purchase price is subject to possible adjustment based on AEI's net
worth as of March 31, 1997. The stock purchase agreement also provides for an
additional payment to the selling shareholder if AEI's financial performance for
the years ending December 31, 1997 and December 31, 1998 exceeds a specified
target. The additional payment, if any, would be paid both in cash and shares of
the Company's common stock. In the event of a change of control or the
termination of the employment of the selling shareholder other than for cause,
the selling shareholder can require the Company to pay $1.6 million in cash in
full payment of the
 
                                        8
<PAGE>   10
 
Company's additional payment obligation. Purchase price contingencies, if any,
will be recorded as adjustments to the purchase price when the contingencies are
resolved.
 
     Each of the acquisitions was accounted for as a purchase. The excess of the
aggregate purchase price over the fair value of the net assets acquired has been
allocated to goodwill.
 
     The results of operations for the three months ended March 31, 1997 include
the results of operations of all the acquired companies since the date of their
respective acquisition and, therefore, are not directly comparable to the
results of operations for the comparable 1996 period.
 
     One of the Company's principal strategies is to increase its revenues and
the markets it serves through the continued acquisition of complementary
businesses. Toward that end, in May 1997, Lason acquired all of the outstanding
common stock of Corporate Copies, Inc. for approximately $1.6 million in cash.
Although management anticipates that the Company will continue to acquire
complementary businesses in the future, there can be no assurance that the
Company will be able to identify and acquire attractive acquisition candidates,
profitably manage such acquired companies or successfully integrate such
acquired companies into the Company without substantial costs, delays or other
problems. In addition, there can be no assurance that any companies acquired in
the future will be profitable at the time of acquisition or will achieve sales
and profitability justifying the Company's investment therein or that the
Company will recognize the synergies expected from such acquisitions.
 
RESULTS OF OPERATIONS -- THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH THREE
MONTHS ENDED MARCH 31, 1996.
 
     Net revenues increased 102% to $26.2 million for the three months ended
March 31, 1997 from $13.0 million in the first quarter of 1996. The increase in
net revenues during the first quarter includes approximately $9.6 million of
revenues related to businesses acquired since July, 1996. Excluding the results
of subsidiaries acquired since July 1996, revenues increased approximately $3.1
million and $500,000 primarily related to growth in the Company's business
communications and records management services, respectively.
 
     Gross profit increased to $8.1 million for the first quarter of 1997 from
$4.3 million for the comparable 1996 quarter primarily due to an increase in net
revenues, partially offset by lower gross profit margins for certain businesses
acquired since July, 1996. Gross profit as a percentage of net revenues was 31%
for the three months ended March 31, 1997 versus 33% for the comparable period
of 1996.
 
     Selling, general and administrative expenses were $4.3 million for the
three months ended March 31, 1997 compared to $2.5 million for the comparable
1996 quarter. Approximately $1.3 million of the increase was attributable to
businesses acquired since July, 1996 and approximately $300,000 of the increase
was due to increased selling expenses related to the increased sales volumes.
 
     Amortization of intangibles increased to $480,000 for the three months
ended March 31, 1997 from $182,000 for the first quarter of 1996 due to the
amortization of goodwill recorded as a result of businesses acquired since July,
1996.
 
     Minority interest of $34,000 for the three months ended March 31, 1997
represents the minority shareholders' portion of the net income of Delaware
Legal Copy, Inc. and Micro Pro, Inc. in which the Company acquired a 65% and 80%
equity interest, respectively, during the second and third quarters of 1996,
respectively.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     The Company has funded its operations and acquisitions through a
combination of cash flow from operations, bank borrowings and the issuance of
common stock.
 
     Cash flows provided by operating activities totaled $3.1 million for the
three months ended March 31, 1997 compared to cash flows used in operating
activities of $239,000 for the comparable period of 1996. The increase in
operating cash flows in 1997 is primarily due to increased net income and lower
accounts receivable and prepaid expenses, partially offset by increased accrued
expenses and other liabilities.
 
                                        9
<PAGE>   11
 
     Cash flows used in investing activities totaled $18.8 million and $627,000
for the three months ended March 31, 1997 and 1996, respectively, and has
primarily been used to fund payments for the net assets of acquired businesses
and investments in capital equipment to improve the Company's reprographic
capability and capacity. Cash used to acquire businesses, net of cash acquired,
was approximately $16.7 million, for the three months ended March 31, 1997. Cash
used to invest in capital equipment totaled $2.3 million for the 1997 first
quarter, compared to $667,000 for the comparable period of 1996. The 1997
investment in capital equipment includes approximately $1.5 million of
previously leased copiers that were purchased during the first quarter.
 
     Cash flows provided by financing activities largely consisted of the net
proceeds from revolving line of credit borrowings which were primarily used to
fund the payments for the net assets of acquired businesses during the first
quarter of 1997.
 
     Credit Agreement Borrowings
 
     On January 17, 1995 Lason and First Union National Bank of North Carolina
(the "Bank") entered into a Credit Agreement, pursuant to which the Bank
provided for an aggregate of $15 million of term loans payable in 26 quarterly
installments ending June 30, 2001 and a $10 million revolving credit facility,
subject to a borrowing base limitation, expiring on June 30, 2001. In July 1996,
the Credit Agreement was amended to include an additional $10 million
acquisition credit facility, expiring on the earlier of June 30, 2001 or an
initial public offering by the Company. In addition, in August 1996, the Credit
Agreement was amended to provide for up to an additional $8.5 million of interim
term loans, payable upon the earlier of March 31, 1997 or an initial public
offering by the Company. As of December 31, 1996, there was approximately $4.1
million outstanding under the Credit Agreement.
 
     In February 1997, Lason amended and restated its Credit Agreement to
provide revolving credit loans in the initial amount of $40 million , which may
be increased to $60 million at Lason's request, and after payment of a
commitment fee and Bank review and approval. The increased borrowing capacity
will be used to finance additional acquisitions of businesses, working capital,
capital expenditures and for other corporate purposes. Borrowings under the
Credit Agreement are collateralized by substantially all of Lason's assets.
Lason is not required to make principal payments prior to 2001, the term of the
loan. Interest on amounts outstanding is calculated based on interest rates
determined at the time of borrowing. Borrowings bear interest at rates ranging
from a base percentage rate plus a maximum of 1.25% (a weighted average rate of
9.75% as of May 13, 1997) to LIBOR plus a maximum of 2.25% (a weighted average
rate of 7.94% as of May 13, 1997), depending on the Company's leverage ratio.
The Credit Agreement contains restrictions on the acquisition of stock or
assets, disposal of assets, incurrence of other liabilities, minimum
requirements for cash flow and certain financial ratios. As of May 13, 1997,
there was approximately $18.0 million outstanding under the Credit Agreement.
 
     Recent Acquisitions
 
     The Company's liquidity and capital resources have been significantly
affected by acquisitions of businesses and, given the Company's acquisition
strategy, may be significantly affected for the foreseeable future. To date, the
Company has financed its acquisitions with borrowings under the Credit
Agreement, with shares of its common stock and with cash from operations.
Borrowings for acquisitions for the three months ended March 31, 1997 totaled
approximately $17.8 million.
 
     Future Capital Needs
 
     The Company's ability to obtain cash adequate to fund its needs depends
generally on the results of its operations and the availability of financing.
Management believes that cash flow from operations, in conjunction with
borrowings from its existing and any future credit agreements and possible
issuance of shares of its common stock, will be sufficient to meet debt service
requirements, make possible future acquisitions and fund capital expenditures in
the future. However, there can be no assurance in this regard or that the terms
available for any future financing, if required, would be favorable to the
Company.
 
                                       10
<PAGE>   12
 
INFLATION
 
     Certain of the Company's expenses, such as wages and benefits, occupancy
costs, and equipment repair and replacement, are subject to normal inflation.
Supplies, such as paper and related products, can be subject to significant
price fluctuations. Although the Company to date has been able to substantially
offset any such cost increases through increased operating efficiencies, there
can be no assurance that the Company will be able to offset any future cost
increases through similar efficiencies or increased charges for its products and
services.
 
LITIGATION
 
     The Company is, from time to time, a party to legal proceedings arising in
the normal course of its business. Management believes that none of the legal
proceedings currently outstanding will have a material adverse effect on the
Company's business, financial condition or results of operations.
 
                           PART II. OTHER INFORMATION
 
ITEM 5. OTHER INFORMATION
 
     On April 21, 1997, the Board of Directors reviewed the Company's policy
with respect to material business transactions between the Company and its
executive officers, directors and principal shareholders or any member of their
immediate family. The Board determined that such transactions would be subject
to review and approval by a majority of the Company's disinterested directors,
must be on terms and conditions which, based on all applicable facts and
circumstances, are in the best interest of the Company and are no less favorable
than could be obtained from independent third parties, and shall be periodically
monitored by the Board. In connection therewith, and based on the foregoing, the
Board determined that the Company shall continue to transact business with
Hatteras Printing, Inc., which is owned by the spouse of Allen J. Nesbitt, a
director and principal shareholder of the Company.
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
     a. Exhibits
 
<TABLE>
<CAPTION>
EXHIBIT NO.                            DESCRIPTION
-----------                            -----------
<C>            <S>
    3.3        Form of Amended and Restated Bylaws of the Company
     11        Statements re Computation of Per Share Earnings
     27        Financial Data Schedule
</TABLE>
 
     b. Reports on Form 8-K
 
        February 11, 1997: Reported Lason's acquisitions of Churchill
                           Communications Corporation and Alpha Imaging, Inc.
                           and Alpha Micro Graphics Supply, Inc.
 
                                       11
<PAGE>   13
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
                                          LASON, INC.
                                          (Registrant)
 
May 15, 1997                              /s/ WILLIAM J. RAUWERDINK             
   (Date)                       ---------------------------------------------   
                                        Executive Vice President and            
                                           Chief Financial Officer              
 
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