##### Table of Contents



| |                                                                                                          
| | ---------------------------------------------------------------------------------------------------------
| | The following items were the subject of a Form 12b-25
        and are included herein: PART I (Items 1-3)







UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-QA AMENDMENT #1



|    |                                                                                                
|--- | -----------------------------------------------------------------------------------------------
|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000



|      |                                                                                                 
|----- | ------------------------------------------------------------------------------------------------
|[   ] | 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)


|                                                                               |  |                                                          
|------------------------------------------------------------------------------ |  | ---------------------------------------------------------
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|DELAWARE(State or other jurisdiction of
        incorporation or organization) |  | 38-3214743(I.R.S. Employer
        identification number)

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 November 20, 2000,
19,601,542 shares of Common Stock, $.01 par value were
outstanding.









---

TABLE OF CONTENTS



|                                                                          |  |  |  |  |  |  |  | 
|------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|TABLE OF CONTENTS                                                        
|CONDENSED CONSOLIDATED BALANCE SHEETS                                    
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME,
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                          
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)         
|PART II. OTHER INFORMATION                                               
|SIGNATURES                                                               
|EXHIBIT INDEX                                                            
|Financial Data Schedule                                                  



---








TABLE OF CONTENTS


|         |  |                                                                                                                                                  |  |          |    | 
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------- | -- | 
|         |  |                                                                                                                                                  |  | Page No.
|         |  |                                                                                                                                                  |  |         
|         |  | Table of Contents                                                                                                                                |  |          | 1  | 
|Part I.  |  | Item 1. Financial Statements                                                                                                                     |  |          |    | 
|        
|        
|        
|        
|         |  | Condensed Consolidated Balance Sheets                                                                                                            |  |          | 2  | 
|        
|        
|        
|        
|         |  | Condensed Consolidated Statements of Operations and
	Comprehensive Income, Three and Nine Months Ended
	September 30, 2000 and 1999, (Unaudited) |  |          | 3  | 
|        
|        
|        
|        
|         |  | Condensed Consolidated Statements of Cash Flows, Nine Months
	Ended September 30, 2000 and 1999 (Unaudited)                                      |  |          | 4  | 
|        
|        
|        
|        
|         |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                                                 |  |          | 5  | 
|        
|        
|        
|        
|         |  | Item 2. Managements Discussion and Analysis of
	Financial Condition and Results of Operations                                                   |  |          | 11 | 
|        
|        
|        
|        
|         |  | Item 3. Quantitive and Qualitative Disclosures about
	Market Risk                                                                                |  |          | 14 | 
|Part II. |  | Other Information                                                                                                                                |  |          |    | 
|        
|        
|        
|        
|         |  | Item 1. Legal Proceedings                                                                                                                        |  |          | 16 | 
|        
|        
|        
|        
|         |  | Item 2. Changes in Securities and Use of Proceeds                                                                                                |  |          | 16 | 
|        
|        
|        
|        
|         |  | Item 3. Defaults upon Senior Securities                                                                                                          |  |          | 17 | 
|        
|        
|        
|        
|         |  | Item 4. Submission of Matters to a Vote of Security
	Holders                                                                                     |  |          | 17 | 
|        
|        
|        
|        
|         |  | Item 5. Other Information                                                                                                                        |  |          | 17 | 
|        
|        
|        
|        
|         |  | Item 6. Exhibits and Reports on Form 8-K                                                                                                         |  |          | 17 | 
|        
|        
|        
|        
|         |  | Signatures                                                                                                                                       |  |          | 20 | 

1



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##### Table of Contents



LASON, INC.






CONDENSED CONSOLIDATED BALANCE SHEETS


(In thousands, except for shares)


|                                                                                                                                                                  |                                            |               |          |              |  |   |         |         | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------- | -------- | ------------ |  | - | ------- | ------- | 
|                                                                                                                                                                  |                                            | September 30, |          | December 31,
|                                                                                                                                                                  |                                            | 2000          |          | 1999        
|                                                                                                                                                                  |                                            |               |          |             
|ASSETS                                                                                                                                                            |                                            |               |          |              |  |   |         |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Cash and cash equivalents                                                                                                                                         |                                            | $             | 8,076    |              |  | $ | 9,753   |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Accounts receivable (net)                                                                                                                                         |                                            |               | 104,851  |              |  |   | 117,760 |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Supplies                                                                                                                                                          |                                            |               | 10,626   |              |  |   | 13,181  |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Deferred income taxes                                                                                                                                             |                                            |               | 10,888   |              |  |   | 5,861   |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Net assets of discontinued operations                                                                                                                             |                                            |               | 18,682   |              |  |   | 18,682  |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Prepaid expenses and other                                                                                                                                        |                                            |               | 30,602   |              |  |   | 27,541  |        
|                                                                                                                                                                  |                                            |               |          |              |  |   |         |        
|                                                                                                                                                                  | Total current assets                       |               |          | 183,725      |  |   |         | 192,778 | 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Property and equipment (net)                                                                                                                                      |                                            |               | 104,265  |              |  |   | 106,102 |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Intangible assets (net)                                                                                                                                           |                                            |               | 499,362  |              |  |   | 529,146 |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Employee loans receivable                                                                                                                                         |                                            |               | 2,546    |              |  |   | 3,168   |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Deferred income taxes                                                                                                                                             |                                            |               | 1,450    |              |  |   | 207     |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Other                                                                                                                                                             |                                            |               | 1,421    |              |  |   | 5,031   |        
|                                                                                                                                                                  |                                            |               |          |              |  |   |         |        
|                                                                                                                                                                  | Total assets                               |               | $        | 792,769      |  |   | $       | 836,432 | 
|                                                                                                                                                                  |                                            |               |          |              |  |   |         |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                              |                                            |               |          |              |  |   |         |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Accrued expenses                                                                                                                                                  |                                            | $             | 36,902   |              |  | $ | 31,349  |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Accounts payable                                                                                                                                                  |                                            |               | 31,097   |              |  |   | 27,816  |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Notes payable                                                                                                                                                     |                                            |               | 931      |              |  |   | 294     |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Acquisition-related obligations                                                                                                                                   |                                            |               | 53,603   |              |  |   | 32,806  |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Accrued restructuring expenses                                                                                                                                    |                                            |               | 10,596   |              |  |   | 13,310  |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Customer deposits                                                                                                                                                 |                                            |               | 4,041    |              |  |   | 6,079   |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Revolving credit line borrowings                                                                                                                                  |                                            |               | 175,900  |              |  |   |        |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Term loan                                                                                                                                                         |                                            |               | 142,500  |              |  |   |        |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Current portion of term loan                                                                                                                                      |                                            |               |         |              |  |   | 11,250  |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Deferred income taxes                                                                                                                                             |                                            |               | 347      |              |  |   |        |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Other                                                                                                                                                             |                                            |               | 12,842   |              |  |   | 9,013   |        
|                                                                                                                                                                  |                                            |               |          |              |  |   |         |        
|                                                                                                                                                                  | Total current liabilities                  |               |          | 468,759      |  |   |         | 131,917 | 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Revolving credit line borrowings                                                                                                                                  |                                            |               |         |              |  |   | 134,000 |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Term loan                                                                                                                                                         |                                            |               |         |              |  |   | 138,750 |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Deferred income taxes                                                                                                                                             |                                            |               |         |              |  |   | 1,299   |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Convertible debentures                                                                                                                                            |                                            |               | 1,864    |              |  |   | 3,034   |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Other                                                                                                                                                             |                                            |               | 5,767    |              |  |   | 7,910   |        
|                                                                                                                                                                  |                                            |               |          |              |  |   |         |        
|                                                                                                                                                                  | Total liabilities                          |               |          | 476,390      |  |   |         | 416,910 | 
|                                                                                                                                                                  |                                            |               |          |              |  |   |         |        
|STOCKHOLDERS EQUITY                                                                                                                                              |                                            |               |          |              |  |   |         |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Common stock, $.01 par value; 100,000,000 shares authorized,
	19,510,572 and 18,986,910 shares issued and outstanding, 527,370
	and 698,712 shares held in escrow |                                            |               | 188      |              |  |   | 182     |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Preferred stock, $.01 par value; 5,000,000 shares authorized,
	none issued and outstanding                                                                        |                                            |               |         |              |  |   |        |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Additional paid-in capital                                                                                                                                        |                                            |               | 435,349  |              |  |   | 421,544 |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Retained deficit                                                                                                                                                  |                                            |               | (107,708 | )            |  |   | (3,977  | )      
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Treasury stock (at cost)                                                                                                                                          |                                            |               | (5,541   | )            |  |   | (5,541  | )      
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Accumulated other comprehensive income                                                                                                                            |                                            |               | (5,909   | )            |  |   | 7,314   |        
|                                                                                                                                                                  |                                            |               |          |              |  |   |         |        
|                                                                                                                                                                  | Total stockholders equity                 |               |          | 316,379      |  |   |         | 419,522 | 
|                                                                                                                                                                  |                                            |               |          |              |  |   |         |        
|                                                                                                                                                                  | Total liabilities and stockholders equity |               | $        | 792,769      |  |   | $       | 836,432 | 
|                                                                                                                                                                  |                                            |               |          |              |  |   |         |        

The accompanying Notes are an integral part of the condensed
consolidated financial statements.

2



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##### Table of Contents



LASON, INC.






CONDENSED CONSOLIDATED STATEMENTS OF


OPERATIONS AND COMPREHENSIVE INCOME,


Three and Nine Months Ended September 30, 2000 and 1999,
(Unaudited)


(In thousands, except per share amounts)


|                                                       |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |         |  
|------------------------------------------------------ | ------------------------------------------------------------ | ------------------ | ------- | ----------------- | - | ---- | ------- | ------ | - | - | -------- | -------- | - | - | ------- | ------- | -
|                                                       |                                                              |                    |         |                  
|                                                       |                                                              | Three Months Ended |         | Nine Months Ended
|                                                       |                                                              | September 30,      |         | September 30,    
|                                                       |                                                              |                    |         |                  
|                                                       |                                                              | 2000               |         | 1999              |   | 2000 |         | 1999  
|                                                       |                                                              |                    |         |                   |   |      |         |       
|Revenues, net of postage                               |                                                              | $                  | 135,489 |                   |   | $    | 140,501 |        |   | $ | 420,170  |          |   | $ | 349,567 |        
|                                                      
|                                                      
|                                                      
|                                                      
|Cost of revenues                                       |                                                              |                    | 106,584 |                   |   |      | 85,421  |        |   |   | 308,126  |          |   |   | 220,004 |        
|                                                       |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |        
|                                                       | Gross profit                                                 |                    |         | 28,905            |   |      |         | 55,080 |   |   |          | 112,044  |   |   |         | 129,563 |  
|                                                      
|                                                      
|                                                      
|                                                      
|Selling, general and administrative expenses           |                                                              |                    | 43,135  |                   |   |      | 31,493  |        |   |   | 115,497  |          |   |   | 77,531  |        
|                                                      
|                                                      
|                                                      
|                                                      
|Compensatory stock option expense                      |                                                              |                    | 121     |                   |   |      | 65      |        |   |   | 280      |          |   |   | 208     |        
|                                                      
|                                                      
|                                                      
|                                                      
|Amortization of intangibles                            |                                                              |                    | 9,297   |                   |   |      | 4,499   |        |   |   | 20,384   |          |   |   | 9,853   |        
|                                                      
|                                                      
|                                                      
|                                                      
|Asset impairment charge                                |                                                              |                    | 74,853  |                   |   |      |        |        |   |   | 74,853   |          |   |   |        |        
|                                                      
|                                                      
|                                                      
|                                                      
|Restructuring expenses                                 |                                                              |                    |        |                   |   |      |        |        |   |   |         |          |   |   | 7,755   |        
|                                                       |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |        
|                                                       | Income from operations                                       |                    |         | (98,501           | ) |      |         | 19,023 |   |   |          | (98,970  | ) |   |         | 34,216  |  
|                                                      
|                                                      
|                                                      
|                                                      
|Net interest expense                                   |                                                              |                    | 7,063   |                   |   |      | 3,100   |        |   |   | 19,155   |          |   |   | 6,735   |        
|                                                       |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |        
|                                                       | Income (loss) from continuing operations before income taxes |                    |         | (105,564          | ) |      |         | 15,923 |   |   |          | (118,125 | ) |   |         | 27,481  |  
|                                                      
|                                                      
|                                                      
|                                                      
|Provision (benefit) for income taxes                   |                                                              |                    | (14,924 | )                 |   |      | 6,464   |        |   |   | (17,263  | )        |   |   | 12,347  |        
|                                                       |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |        
|                                                       | Net income (loss) from continuing operations                 |                    |         | (90,640           | ) |      |         | 9,459  |   |   |          | (100,862 | ) |   |         | 15,134  |  
|                                                      
|                                                      
|                                                      
|                                                      
|Income (loss) from discontinued operations, net of tax |                                                              |                    | (1,023  | )                 |   |      | (1,257  | )      |   |   | (2,869   | )        |   |   | (1,124  | )      
|                                                       |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |        
|Net income (loss)                                      |                                                              |                    | (91,663 | )                 |   |      | 8,202   |        |   |   | (103,731 | )        |   |   | 14,010  |        
|                                                      
|                                                      
|                                                      
|                                                      
|Other comprehensive income:                            |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Foreign currency translation adjustments                     |                    |         | (5,102            | ) |      |         | 5,945  |   |   |          | (13,223  | ) |   |         | 5,928   |  
|                                                       |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |        
|                                                       | Comprehensive income (loss)                                  |                    | $       | (96,765           | ) |      | $       | 14,147 |   |   | $        | (116,954 | ) |   | $       | 19,938  |  
|                                                       |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |        
|Basic earnings per share:                              |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income (loss) from continuing operations                 |                    | $       | (4.81             | ) |      | $       | 0.53   |   |   | $        | (5.38    | ) |   | $       | 0.84    |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income (loss) from discontinued operations               |                    |         | (0.05             | ) |      |         | (0.07  | ) |   |          | (0.15    | ) |   |         | (0.06   | )
|                                                       |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |        
|Net income (loss)                                      |                                                              | $                  | (4.86   | )                 |   | $    | 0.46    |        |   | $ | (5.53    | )        |   | $ | 0.78    |        
|                                                       |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |        
|Diluted earnings per share:                            |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income (loss) from continuing operations                 |                    | $       | (4.81             | ) |      | $       | 0.50   |   |   | $        | (5.38    | ) |   | $       | 0.80    |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income (loss) from discontinued operations               |                    |         | (0.05             | ) |      |         | (0.07  | ) |   |          | (0.15    | ) |   |         | (0.06   | )
|                                                       |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |        
|Net income (loss)                                      |                                                              | $                  | (4.86   | )                 |   | $    | 0.43    |        |   | $ | (5.53    | )        |   | $ | 0.74    |        
|                                                       |                                                              |                    |         |                   |   |      |         |        |   |   |          |          |   |   |         |        

The accompanying Notes are an integral part of the condensed
consolidated financial statements.

3



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##### Table of Contents



LASON, INC.






CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)


(unaudited)


|                                                                      |                                           |                   |          |         |   |   |          |          |  
|--------------------------------------------------------------------- | ----------------------------------------- | ----------------- | -------- | ------- | - | - | -------- | -------- | -
|                                                                      |                                           |                  
|                                                                      |                                           | Nine Months Ended
|                                                                      |                                           | September 30,    
|                                                                      |                                           |                  
|                                                                      |                                           | 2000              |          | 1999   
|                                                                      |                                           |                   |          |        
|Cash Flows Provided By (Used In) Operating Activities                 |                                           | $                 | 24,383   |         |   | $ | 8,999    |         
|                                                                      |                                           |                   |          |         |   |   |          |         
|Cash Flows From Investing Activities:                                 |                                           |                   |          |         |   |   |          |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Payments for acquisition of businesses                                |                                           |                   | (35,156  | )       |   |   | (127,934 | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Additions to fixed assets and intangibles                             |                                           |                   | (17,593  | )       |   |   | (29,135  | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Other, net                                                            |                                           |                   | (310     | )       |   |   | 881      |         
|                                                                      |                                           |                   |          |         |   |   |          |         
|                                                                      | Net cash used in investing activities     |                   |          | (53,059 | ) |   |          | (156,188 | )
|                                                                      |                                           |                   |          |         |   |   |          |         
|Cash Flows From Financing Activities:                                 |                                           |                   |          |         |   |   |          |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Borrowings on revolving line of credit                                |                                           |                   | 192,550  |         |   |   | 335,218  |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Repayments on revolving line of credit                                |                                           |                   | (150,650 | )       |   |   | (304,218 | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Borrowings on term loan                                               |                                           |                   |         |         |   |   | 150,000  |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Repayments on term loan                                               |                                           |                   | (7,500   | )       |   |   |         |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Repayments of notes payable                                           |                                           |                   | 106      |         |   |   | (18,606  | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Repayment on capital lease liabilities and other debt                 |                                           |                   | (4,273   | )       |   |   | (3,506   | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Payments to amend credit agreement                                    |                                           |                   | (1,235   | )       |   |   | (2,260   | )       
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Other, net                                                            |                                           |                   | 30       |         |   |   | (461     | )       
|                                                                      |                                           |                   |          |         |   |   |          |         
|                                                                      | Net cash provided by financing activities |                   |          | 29,028  |   |   |          | 156,167  |  
|                                                                      |                                           |                   |          |         |   |   |          |         
|Effect of foreign exchange rate changes on cash and cash
	equivalents |                                           |                   | (2,029   | )       |   |   | 161      |         
|                                                                      |                                           |                   |          |         |   |   |          |         
|Net increase (decrease) in cash and cash equivalents                  |                                           |                   | (1,677   | )       |   |   | 9,139    |         
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Cash and cash equivalents at beginning of period                      |                                           |                   | 9,753    |         |   |   | 1,315    |         
|                                                                      |                                           |                   |          |         |   |   |          |         
|Cash and cash equivalents at end of period                            |                                           | $                 | 8,076    |         |   | $ | 10,454   |         
|                                                                      |                                           |                   |          |         |   |   |          |         

The accompanying Notes are an integral part of the condensed
consolidated financial statements.

4



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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,
Lason or 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 nine month period ended
September 30, 2000 are not necessarily indicative of the
results to be expected for the year ending December 31,
2000.

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, 1999 filed with the Securities and Exchange
Commission on March 31, 2000.

Certain reclassifications have been made to the condensed
consolidated financial statements for 1999 to conform to the
2000 presentation.

Note 2.  Discontinued Operations

In December 1999, Lason announced its intention to
discontinue, by sale or exit from the market, its activities
providing traditional litigation support, software development
and other services. Those services are no longer consistent with
Lasons long-term growth strategy. The businesses to be
discontinued consist of nine litigation copy businesses, an
offset print business, a digital graphics business and the
software development business that was acquired as part of the
acquisition of M-R Group plc (M-R) in 1999. The
results of operations of these businesses have been classified
as discontinued operations in the accompanying condensed
consolidated financial statements.

Following is summary financial information for the
Companys discontinued operations (in thousands):

|                                             |                                                           |                    |       |                   |   |      |       |        |   |   |        |        |   |   |        |        |  
|-------------------------------------------- | --------------------------------------------------------- | ------------------ | ----- | ----------------- | - | ---- | ----- | ------ | - | - | ------ | ------ | - | - | ------ | ------ | -
|                                             |                                                           |                    |       |                  
|                                             |                                                           | Three Months Ended |       | Nine Months Ended
|                                             |                                                           | September 30,      |       | September 30,    
|                                             |                                                           |                    |       |                  
|                                             |                                                           | 2000               |       | 1999              |   | 2000 |       | 1999  
|                                             |                                                           |                    |       |                   |   |      |       |       
|Revenues, net                                |                                                           | $                  | 5,182 |                   |   | $    | 8,384 |        |   | $ | 18,529 |        |   | $ | 24,873 |       
|                                            
|                                            
|                                            
|                                            
|Cost of revenues                             |                                                           |                    | 3,910 |                   |   |      | 6,238 |        |   |   | 14,108 |        |   |   | 16,561 |       
|                                             |                                                           |                    |       |                   |   |      |       |        |   |   |        |        |   |   |        |       
|                                             | Gross profit                                              |                    |       | 1,272             |   |      |       | 2,146  |   |   |        | 4,421  |   |   |        | 8,312  |  
|                                            
|                                            
|                                            
|                                            
|Selling, general and administrative expenses |                                                           |                    | 1,743 |                   |   |      | 2,985 |        |   |   | 6,014  |        |   |   | 7,306  |       
|                                            
|                                            
|                                            
|                                            
|Amortization of intangibles                  |                                                           |                    |      |                   |   |      | 289   |        |   |   |       |        |   |   | 732    |       
|                                             |                                                           |                    |       |                   |   |      |       |        |   |   |        |        |   |   |        |       
|                                             | Income (Loss) from operations                             |                    |       | (471              | ) |      |       | (1,128 | ) |   |        | (1,593 | ) |   |        | 274    |  
|                                            
|                                            
|                                            
|                                            
|Net interest expense                         |                                                           |                    | 932   |                   |   |      | 677   |        |   |   | 2,746  |        |   |   | 1,887  |       
|                                             |                                                           |                    |       |                   |   |      |       |        |   |   |        |        |   |   |        |       
|                                             | Net Loss from discontinued operations before income taxes |                    |       | (1,403            | ) |      |       | (1,805 | ) |   |        | (4,339 | ) |   |        | (1,613 | )
|                                            
|                                            
|                                            
|                                            
|Provision for income taxes                   |                                                           |                    | (380  | )                 |   |      | (548  | )      |   |   | (1,470 | )      |   |   | (489   | )     
|                                             |                                                           |                    |       |                   |   |      |       |        |   |   |        |        |   |   |        |       
|                                             | Net Loss from discontinued operations                     |                    | $     | (1,023            | ) |      | $     | (1,257 | ) |   | $      | (2,869 | ) |   | $      | (1,124 | )
|                                             |                                                           |                    |       |                   |   |      |       |        |   |   |        |        |   |   |        |       

Net loss from discontinued operation includes interest costs
totaling $932,000 and $677,000 for the three months ended
September 30, 2000 and 1999, respectively, and
$2.7 million and $1.9 million for the nine months
ended September 30, 2000 and 1999, respectively, which was
allocated based on the ratio of net assets to be discontinued to
total consolidated net assets. The net assets of the
discontinued businesses primarily

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In October 2000, the Company sold a portion of its
litigation copy business for approximately $6.0 million in
cash before deduction of commissions and other selling expenses
and subject to certain purchase price adjustments. The purchaser
has received an option for a portion of the remaining business
which expires November 22, 2000.

Note 3.  Restructuring

In the fourth quarter of 1999, management completed a thorough
review of its operations and approved a restructuring plan to
make the Company more efficient and to lower overall costs.
These decisions resulted in the Company recording a one-time pre
tax charge to operations of $14.9 million in the fourth
quarter of 1999. The charge consisted of severance; facility
closure and exit costs related primarily to discontinued leases
and equipment write downs. The restructuring plan calls for the
consolidation of facilities and operations, the closure of
facilities, and the streamlining of the administrative support
functions.

A summary of the accrued restructuring accrual for the nine
months ended September 30, 2000 follows (in thousands):

|                                           |         |                 |        |          |  |                    |        |        |   |   |        |        | 
|------------------------------------------ | ------- | --------------- | ------ | -------- |  | ------------------ | ------ | ------ | - | - | ------ | ------ | 
|                                           |         | Accrual at      |        | 2000     |  | Accrual at        
|                                           |         | January 1, 2000 |        | Activity |  | September 30, 2000
|                                           |         |                 |        |          |  |                   
|Severance                                  |         | $               | 1,623  |          |  | $                  | (1,195 | )      |   | $ | 428    |       
|                                          
|                                          
|                                          
|                                          
|Facility closure                           |         |                 | 11,651 |          |  |                    | (1,509 | )      |   |   | 10,142 |       
|                                          
|                                          
|                                          
|                                          
|Other                                      |         |                 | 36     |          |  |                    | (10    | )      |   |   | 26     |       
|                                           |         |                 |        |          |  |                    |        |        |   |   |        |       
|                                           | Accrual |                 |        | 13,310   |  |                    |        | (2,714 | ) |   |        | 10,596 | 
|                                          
|                                          
|                                          
|                                          
|Equipment write down to estimated recovery |         |                 | 1,433  |          |  |                    | (1,317 | )      |   |   | 116    |       
|                                           |         |                 |        |          |  |                    |        |        |   |   |        |       
|                                           | Total   |                 | $      | 14,743   |  |                    | $      | (4,031 | ) |   | $      | 10,712 | 
|                                           |         |                 |        |          |  |                    |        |        |   |   |        |       

Note 4.  Asset Impairment Charge

The Company evaluates the recoverability of long lived assets
not held for sale by measuring the carrying amount of the assets
against the estimated undiscounted cash flows associated with
them. The recoverability of long lived assets held for sale is
evaluated by comparing the assets carrying value to its
estimated net sale proceeds. As part of its continuing
restructuring activities, the Company has identified certain
business units (located within and outside the United States)
with a combined net book value of $136.2 million for
possible sale or closure. During the third quarter of 2000, the
Company recorded an impairment charge of $74.9 million
($3.97 per share), which is made up principally of a
goodwill write-down of $73.3 million. Operating income
(loss) (excluding the impairment charge) for these units for the
quarter ended September 30, 2000 and 1999 was
$1.1 million and $(0.6) million, and for the nine
months ended September 30, 2000 and 1999 were
$5.0 million and $2.1 million, respectively.

A substantial amount of the impairment charge will result in a
capital loss for tax reporting purposes which the Company will
not currently be able to use. This loss can be carried forward
for five years to offset future capital gains. A valuation
reserve has been provided against this tax benefit, as it is
unlikely that the benefit will be recovered through future
capital gains.

Note 5.  Acquisitions

From June 1995 through December 31, 1999, the Company,
through certain of its subsidiaries, completed the acquisition
of either substantially all the assets or all the stock
ownership interest in a substantial number of companies. The
Company has not completed any acquisitions for the nine months
ended September 30, 2000.

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Certain of the purchase agreements for acquisitions previously
completed provide for an increase to the purchase price if
operating income of the acquired business exceeds targeted
levels. The maximum amount of additional purchase price which
may be recorded over the next sixteen months should such targets
be achieved is approximately $110.7 million. As of
September 30, 2000, approximately $43.1 million of
additional purchase price has been earned but not paid and is
included in acquisition related obligations in the condensed
consolidated balance sheet.

For the nine months ended September 30, 2000, the Company
has recorded additional purchase price related to previous
acquisitions totaling approximately $26.9 million primarily
resulting from acquired businesses achieving their targeted
operating income. These amounts have been recorded as an
adjustment to the purchase price of the related acquisitions and
charged to goodwill.

Note 6.  Debt

The Company has a credit agreement with a bank group. Borrowings
under the credit agreement are expected to support the financing
requirements relating to the additional purchase price for
certain prior acquisitions, working capital, capital
expenditures and other corporate purposes. Such borrowings are
collateralized by a lien on all property of the Company,
guarantees of certain of the Companys subsidiaries, as
well as pledges of the capital stock of certain subsidiaries.
Interest on amounts outstanding is calculated based on interest
rates determined at the time of borrowing. Borrowings bear
interest at a base percentage rate plus a maximum of 1.25%
(10.75% at September 30, 2000). The credit agreement
contains restrictions on acquisitions, disposition of assets,
and the incurrence of other liabilities and contains certain
financial ratio covenants.

On September 15, 2000, the Company amended its credit
agreement with its lenders extending the effective date through
September 14, 2001. The amendment limited the revolving
credit facility to $176.4 million, imposed new restrictions
on capital expenditures and cash payments related to earnout
obligations, and required minimum consolidated EBITDA and cash
flow levels. The outstanding borrowings at September 30,
2000 were $175.9 million.

The credit agreement also has a term loan facility of
$150 million. As the term loan is a part of the credit
agreement, it has been classified as a current liability. The
outstanding borrowings at September 30, 2000 were
$142.5 million. The term facility calls for monthly
principal payments with final maturity May 2004, as follows
(in thousands):

|      |  |   |         | 
|----- |  | - | ------- | 
|     
|     
|     
|     
|2000  |  | $ | 5,000   | 
|     
|     
|     
|     
|2001  |  |   | 21,563  | 
|     
|     
|     
|     
|2002  |  |   | 37,187  | 
|     
|     
|     
|     
|2003  |  |   | 53,750  | 
|     
|     
|     
|     
|2004  |  |   | 25,000  | 
|      |  |   |         | 
|Total |  | $ | 142,500 | 
|      |  |   |         | 

In addition to the monthly principal payments, the credit
agreement calls for term loan principal reductions equal to 80%
of the net cash proceeds received from the sale or disposition
of assets designated by the Company prior to the amendment.

Note 7.  Comprehensive Income

The assets and liabilities of foreign subsidiaries are
translated into United States dollars using period-end exchange
rates, while the income statements are translated using average
exchange rates during the periods. Differences arising from the
translation of assets and liabilities in comparison with the
translation of the previous periods are included as a separate
component of stockholders equity. The net accumulated
foreign currency translation adjustment is $(5,909,000) at
September 30, 2000.

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##### Table of Contents



Note 8.  Earnings Per Share

The following table presents a reconciliation of the denominator
(weighted average common shares outstanding) for the basic and
diluted earnings per share calculations for the three months and
nine months ended September 30, 2000 and 1999 (in
thousands):

|                                                                                |  |                    |        |                   |  |      |        |      |  |  |        |  |  |  |        | 
|------------------------------------------------------------------------------- |  | ------------------ | ------ | ----------------- |  | ---- | ------ | ---- |  |  | ------ |  |  |  | ------ | 
|                                                                                |  |                    |        |                  
|                                                                                |  | Three Months Ended |        | Nine Months Ended
|                                                                                |  | September 30,      |        | September 30,    
|                                                                                |  |                    |        |                  
|                                                                                |  | 2000               |        | 1999              |  | 2000 |        | 1999
|                                                                                |  |                    |        |                   |  |      |        |     
|Weighted average shares outstanding  Basic                                     |  |                    |        |                   |  |      |        |      |  |  |        |  |  |  |        | 
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Effect of Dilutive Securities                                                   |  |                    | 18,845 |                   |  |      | 17,977 |      |  |  | 18,753 |  |  |  | 18,004 | 
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Contingently issuable shares of common stock                                    |  |                    |       |                   |  |      | 732    |      |  |  |       |  |  |  | 643    | 
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Potential shares of common stock from debentures and stock
	options outstanding |  |                    |       |                   |  |      | 363    |      |  |  |       |  |  |  | 376    | 
|                                                                                |  |                    |        |                   |  |      |        |      |  |  |        |  |  |  |        | 
|Weighted average shares outstanding  Diluted                                   |  |                    | 18,845 |                   |  |      | 19,072 |      |  |  | 18,753 |  |  |  | 19,023 | 
|                                                                                |  |                    |        |                   |  |      |        |      |  |  |        |  |  |  |        | 

The weighted average common shares and common share equivalents
outstanding used to compute the dilutive effect of common stock
options outstanding was computed using the treasury stock method
prescribed by Statement of Financial Accounting Standards
(SFAS) No. 128. During the three and nine
months ended September 30, 2000, the effects of
contingently issuable shares of common stock and potential
shares of common stock from debentures and stock options
outstanding are not included in the denominator for diluted
earnings per share, as such effects would be antidilutive.

Note 9.  Segment and Related Information

The Companys reportable segments consist of groups of
business units that are organized geographically. Each of the
Companys geographic regions has a separate management team
and infrastructure and offers different combinations of the
Companys services. Additionally, a group of business units
in the United States providing certain data management services
are managed as a separate segment with a separate management
team, regardless of geographic location.

The Company evaluates the performance of its operating segments
based on income before income taxes and net corporate interest
expenses. Intersegment sales and transfer are not significant.

The following table presents summarized financial information
for the Companys reportable segments for the three and
nine months ended September 30, 2000 and 1999 (in
thousands). The other balances include corporate
related items, results of insignificant operations and, as it
relates to segment profit (loss), income and expenses not
allocated to reportable segments. The international and data
management segments were previously included in
other but are now shown separately as certain
quantitative thresholds have now been met. The international
segment includes the United Kingdom, Canada and Mexico. The
prior period has

8



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##### Table of Contents





|                                          |                                                                 |                    |   |                   |          |      |   |        |         |   |   |         |          |   |   |         |         |  
|----------------------------------------- | --------------------------------------------------------------- | ------------------ | - | ----------------- | -------- | ---- | - | ------ | ------- | - | - | ------- | -------- | - | - | ------- | ------- | -
|                                          |                                                                 |                    |   |                  
|                                          |                                                                 | Three Months Ended |   | Nine Months Ended
|                                          |                                                                 | September 30,      |   | September 30,    
|                                          |                                                                 |                    |   |                  
|                                          |                                                                 | 2000               |   | 1999              |          | 2000 |   | 1999  
|                                          |                                                                 |                    |   |                   |          |      |   |       
|Revenue                                   |                                                                 |                    |   |                   |          |      |   |        |         |   |   |         |          |   |   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Midwest                                                         |                    | $ | 4,546             |          |      | $ | 3,898  |         |   | $ | 14,665  |          |   | $ | 7,756   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Central                                                         |                    |   | 30,805            |          |      |   | 32,483 |         |   |   | 93,173  |          |   |   | 83,810  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Northeast                                                       |                    |   | 16,676            |          |      |   | 21,557 |         |   |   | 54,859  |          |   |   | 57,331  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Southeast                                                       |                    |   | 18,490            |          |      |   | 18,551 |         |   |   | 57,151  |          |   |   | 44,317  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Southwest                                                       |                    |   | 10,819            |          |      |   | 13,709 |         |   |   | 34,410  |          |   |   | 41,176  |        
|                                         
|                                         
|                                         
|                                         
|                                          | West                                                            |                    |   | 22,995            |          |      |   | 19,373 |         |   |   | 68,093  |          |   |   | 51,149  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Data Management                                                 |                    |   | 15,746            |          |      |   | 12,593 |         |   |   | 51,130  |          |   |   | 37,998  |        
|                                         
|                                         
|                                         
|                                         
|                                          | International                                                   |                    |   | 20,867            |          |      |   | 21,918 |         |   |   | 64,419  |          |   |   | 33,512  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Other                                                           |                    |   | (5,455            | )        |      |   | (3,581 | )       |   |   | (17,730 | )        |   |   | (7,482  | )      
|                                          |                                                                 |                    |   |                   |          |      |   |        |         |   |   |         |          |   |   |        
|                                          |                                                                 | Total              |   | $                 | 135,489  |      |   | $      | 140,501 |   |   | $       | 420,170  |   |   | $       | 349,567 |  
|                                          |                                                                 |                    |   |                   |          |      |   |        |         |   |   |         |          |   |   |        
|Segment profit (loss):                    |                                                                 |                    |   |                   |          |      |   |        |         |   |   |         |          |   |   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Midwest                                                         |                    | $ | (38               | )        |      | $ | 470    |         |   | $ | 907     |          |   | $ | 1,102   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Central                                                         |                    |   | (13,226           | )        |      |   | 2,999  |         |   |   | (11,062 | )        |   |   | 6,790   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Northeast                                                       |                    |   | (1,645            | )        |      |   | 4,697  |         |   |   | (2,111  | )        |   |   | 9,177   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Southeast                                                       |                    |   | (2,322            | )        |      |   | 2,719  |         |   |   | (325    | )        |   |   | 7,005   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Southwest                                                       |                    |   | (5,157            | )        |      |   | 1,877  |         |   |   | (4,026  | )        |   |   | 7,189   |        
|                                         
|                                         
|                                         
|                                         
|                                          | West                                                            |                    |   | (5,642            | )        |      |   | 4,569  |         |   |   | (482    | )        |   |   | 10,888  |        
|                                         
|                                         
|                                         
|                                         
|                                          | Data Management                                                 |                    |   | (826              | )        |      |   | 39     |         |   |   | 615     |          |   |   | 3,780   |        
|                                         
|                                         
|                                         
|                                         
|                                          | International                                                   |                    |   | (51,047           | )        |      |   | 3,823  |         |   |   | (47,738 | )        |   |   | 5,461   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Other                                                           |                    |   | (25,661           | )        |      |   | (5,270 | )       |   |   | (53,903 | )        |   |   | (23,911 | )      
|                                          |                                                                 |                    |   |                   |          |      |   |        |         |   |   |         |          |   |   |        
|                                          |                                                                 | Total              |   | $                 | (105,564 | )    |   | $      | 15,923  |   |   | $       | (118,125 | ) |   | $       | 27,481  |  
|                                          |                                                                 |                    |   |                   |          |      |   |        |         |   |   |         |          |   |   |        
|Details of other segment profit (loss): |                                                                 |                    |   |                   |          |      |   |        |         |   |   |         |          |   |   |        
|                                         
|                                         
|                                         
|                                         
|                                          | Net corporate interest expense                                  |                    | $ | (6,885            | )        |      | $ | (3,012 | )       |   | $ | (18,697 | )        |   | $ | (6,106  | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Corporate expenses not allocated to operating segments          |                    |   | (17,611           | )        |      |   | (1,609 | )       |   |   | (32,318 | )        |   |   | (16,610 | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Amortization of intangibles not allocated to operating segments |                    |   | (1,044            | )        |      |   | (585   | )       |   |   | (2,602  | )        |   |   | (989    | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Compensatory stock option expense                               |                    |   | (121              | )        |      |   | (63    | )       |   |   | (286    | )        |   |   | (206    | )      
|                                         
|                                         
|                                         
|                                         
|                                          | Other                                                           |                    |   |                  |          |      |   | (1     | )       |   |   |        |          |   |   |        |        
|                                          |                                                                 |                    |   |                   |          |      |   |        |         |   |   |         |          |   |   |        
|                                          |                                                                 | Total              |   | $                 | (25,661  | )    |   | $      | (5,270  | ) |   | $       | (53,903  | ) |   | $       | (23,911 | )
|                                          |                                                                 |                    |   |                   |          |      |   |        |         |   |   |         |          |   |   |        

Note 10.  Commitments and Contingencies

On April 20, 2000, ConEng, Inc. (formerly Content
Engineering, Inc.)(Content) and the former owners of
Content, Terri Erickson, Lili Finnegan and Darrell Clark, filed
an arbitration claim against the Company with the American
Arbitration Association in San Francisco, California alleging it
is owed approximately $2,500,000 in additional purchase payments
for having achieved certain performance levels as provided under
its acquisition agreement with the Company in November 1998.

On June 5, 2000, Michael Rittlinger, the former owner of
Addressing Services, Inc. (ASCO) brought an action
against the Company in the United States District Court for the
District of Connecticut alleging among other things, that he is
owed an aggregate of approximately $10,000,000 in connection
with the decline in the value of the Lason Common Stock he
received for his stock in ASCO and in additional purchase
payments for having achieved certain performance levels as
provided under his acquisition agreement with the

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On August 18, 2000, James Stewart, the former owner of
Marketing Associates, Inc., brought an action in Oakland County
Circuit Court alleging, among other things, that he is owed an
aggregate of approximately $4,500,000 in connection with certain
tax liabilities the Company agreed to assume and in additional
purchase payments for having achieved certain performance levels
as provided in the acquisition agreement with the Company in May
1999.

On August 24, 2000, The Coverdale Family Trust and James
Coverdale, the former owners of Cover-All Computer Holdings
Company, brought an action against the Company in the Ontario
Superior Court of Justice (Toronto) alleging, among other
things, that they are owed approximately $6,100,000 (CN) in
additional purchase payments for having achieved certain
performance levels as provided under their acquisition agreement
with the Company.

On April 11, 2000, the Company filed for arbitration with
the American Arbitration Association in New York,
New York against Steven Fruchter, Philip Fruchter and
Laurence Braun, the former owners of BSJG, Inc. (formerly API
Systems, Inc.)(API) alleging, among other things,
racketeering, securities fraud and breach of representations and
warranties and seeking generally in excess of $5,000,000 and
rescission, in connection with the Companys acquisition of
API in March 1998. The former owners and API have filed a
counterclaim against the Company alleging, among other things
that they are owed an aggregate of approximately $13,700,000 in
connection with an alleged wrongful termination of Brauns
employment and in additional purchase payments for having
achieved certain performance levels as provided under the
acquisition agreement.

The Company has accrued additional amounts due under acquisition
agreements, if any, related to the above as described in
Note 5 of notes to condensed consolidated financial statements.

The Company is vigorously defending the foregoing claims and is
determining whether and the extent to which the applicable
performance criteria relating to each of the additional purchase
payments have been achieved.

On September 15, 2000, the Company and certain of its
officers who are defendants in that certain consolidated action
most recently disclosed in the Companys Form 10-Q for
the quarter ended June 30, 2000, filed a motion to dismiss
the consolidated action with prejudice. In its motion, the
Company contends that plaintiffs failed to state any claim upon
which relief can be granted. On November 15, 2000,
plaintiffs filed a brief in opposition to the Companys
motion.

Various other claims have been made against the Company in the
normal course of business which Management believes will not
have a material adverse effect on the Companys business,
financial condition or results of operations.

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|        |                                                                                              
|------- | ---------------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis of Financial
        Condition and Results of Operations

Overview

Lason is a leading provider of information management services.
The Companys strategy is to process information in the
following ways: (1) to provide integrated solutions that
capture information across a variety of formats; (2) to
manage information through database development; (3) to
manage information through electronic storage and retrieval
services; and (4) to disseminate information through
hardcopy output, print on demand and electronic formats.

Lasons capability to capture, manage and output
information includes both traditional and digital services that
support customer migration to new technologies including
internal-based applications.

Acquisitions

From 1995 through December 31, 1999, the Company has
acquired a significant number of businesses. The information
management industry is highly fragmented, consisting of a large
number of small companies providing limited service offerings.
An important element of the Companys growth strategy has
been to selectively make acquisitions of companies with
complementary technologies or customer bases to consolidate its
position as a provider of comprehensive information management
services across a broad geographic area. However, as part of the
Companys restructuring, management has now shifted its
focus away from acquisitions and has accelerated the integration
of its businesses to enhance the Companys future
profitability. Accordingly, business acquisitions are not
expected to be a significant part of the Companys growth
and operating strategy going forward. The Company did not
complete any acquisitions for the nine months ended
September 30, 2000.

Results of Operations  Three Months Ended
September 30, 2000 Compared with Three Months Ended
September 30, 1999.

Consolidated net revenues decreased 4% to $135.5 million
for the three months ended September 30, 2000 from
$140.5 million for the comparable 1999 period, excluding
the results of discontinued operations. Revenues increased by
$5.1 million due to companies acquired after
September 30, 1999, net of a decline in the Companys
existing business of $10.1 million.

Gross profit decreased to $28.9 million for the three
months ended September 30, 2000 from $55.0 million for
the comparable 1999 period, and gross profit as a percentage of
net revenues declined to 21% for the three months ended
September 30, 2000 from 39% for the comparable period of
1999. The lower gross profit as a percentage of revenue is the
result of the decrease in revenues due to customer concerns over
the Companys financial condition and the over capacity in
the image capture and output operations.

Selling, general and administrative expenses increased
$11.6 million to $43.1 million for the
three months ended September 30, 2000 from
$31.5 million for the comparable 1999 period. Selling,
general and administrative expenses were approximately 32% of
net revenues for the three months ended September 30, 2000,
versus 22% in the comparable period of 1999. Approximately
$780,000 of the increase is due to selling, general and
administrative expenses of companies acquired after
September 30, 1999. The Company incurred approximately
$7.8 million in additional costs related to its ongoing
restructuring activities for professional fees, financing
amendment fees, employee severance payments, and charges related
to employee retention plans. In addition, the provision for
doubtful accounts increased by $3.9 million.

Amortization of intangibles increased to $9.3 million for
the three months ended September 30, 2000 from
$4.5 million for the third quarter of 1999 due to
an increase in goodwill related to business acquisitions that
were completed subsequent to September 30, 1999 and
purchase price adjustments for prior acquisitions. In addition,
management identified various projects that were no longer being
used and accordingly, wrote off the net book value of these
projects of $3.3 million.

On June 30, 1999, the Company completed its merger with
M-R, a leading document and data management company
headquartered in the United Kingdom. In connection with the M-R
merger, the

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In the fourth quarter of 1999, management completed a thorough
review of its operations and approved a restructuring plan to
make the Company more efficient and to lower overall costs.
These decisions resulted in the Company recording a one-time pre
tax charge to operations of $14.9 million in the fourth
quarter of 1999. The charge consisted of severance costs
($1.7 million), facility closures and exit costs related
primarily to discontinued leases ($11.6 million) and
equipment write-downs ($1.6 million). The restructuring
plan calls for the consolidation of facilities and operations,
the closure of facilities, and streamlining of the
administrative support functions. As of September 30, 2000,
approximately $10.7 million of this restructuring accrual
remains to be used consisting of severance costs ($428,000),
facility closures and exit costs ($10.2 million) and
equipment write-downs ($116,000).

In December 1999, Lason announced its intention to discontinue,
by sale or exit from the market, its activities providing
traditional litigation support, software development and other
services. Those services are no longer consistent with
Lasons long-term growth strategy. The businesses to be
discontinued consist of nine litigation copy businesses, an
offset print business, a digital graphics business and the
software development business that was acquired as part of the
M-R acquisition in 1999. The results of operations of these
businesses have been classified as discontinued operations in
the Companys condensed consolidated financial statements.
Combined, these businesses had net revenue of approximately
$5.2 million for the three months ended
September 30, 2000 compared to approximately
$8.4 million in 1999, respectively. The discontinued
operations reported a net loss of approximately $1.0 million for
the three months ended September 30, 2000 compared to
$1.3 million for the comparable period of 1999. The net
assets of the discontinued businesses primarily consist of
accounts receivable and goodwill, and have been segregated as
net assets of discontinued operations, net of allowance for
estimated loss on disposal, in the Companys condensed
consolidated balance sheets. The Company has engaged brokers and
is actively marketing these businesses.

In October 2000, the Company sold a portion of its litigation
copy business for approximately $6.0 million in cash before
deduction of commissions and other selling expenses and subject
to certain purchase price adjustments. The purchaser has
received an option for a portion of the remaining business,
which expires November 22, 2000.

Net interest expense was $7.1 million for the 2000 third
quarter compared to $3.1 million in 1999. The increase is
primarily due to higher average line of credit balances
resulting from borrowings used to fund business acquisitions
during 1999 and the effects of higher average borrowing rates in
2000 compared to 1999.

The majority of the Companys goodwill amortization expense
is not deductible for federal income tax purposes. As a result,
the Company has recorded an income tax benefit of
$14.9 million on a pre tax loss of $105.6 million from
continuing operations for the three months ended
September 30, 2000.

In August 2000, the Company hired Conway, MacKenzie &
Dunleavy (CM&D) as its financial advisors, and one of
CMDs principals to assume the role of Chief Restructuring
Officer (CRO). In this role, CM&D will be working with the
Board of Directors and senior management of the Company on a
variety of initiatives designed to secure adequate short term
and long term financing and implement an effective restructuring
strategy.

Results of Operations  Nine Months Ended
September 30, 2000 compared with Nine Months Ended
September 30, 1999

Consolidated net revenues increased $70.6 million to
$420.2 million for the nine months ended September 30,
2000 from $349.6 million in the comparable 1999 period.
Approximately $55.9 million was due to growth in the
Companys existing business. The remaining increase was due
to revenue contributed by companies acquired after
September 30, 1999.

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Gross profit decreased to $112.0 million for the nine
months ended September 30, 2000 from $129.6 for the
comparable 1999 period and gross profit as a percentage of net
revenues declined to 27% in 2000 from 37% in 1999. The lower
gross profit as a percentage of net revenue is the result of the
over capacity in the image capture and output operations and
customer concerns over the companys financial condition
affecting gross revenue.

Selling, general and administrative expenses increased
$38.0 million to $115.5 million for the nine months
ended September 30, 2000 from $77.5 million for the
comparable 1999 period. Selling, general and administrative
expenses were approximately 27% of net revenues for the first
nine months of 2000 compared to 22% in 1999. Approximately
$2.2 million of the increase is due to selling, general and
administrative expenses of companies acquired after
September 30, 1999. The Company incurred approximately $7.8
million in additional costs related to its ongoing restructuring
activities for professional fees, financing amendment fees,
employee severance payments, and charges related to employee
retention plans. In addition, the provision for doubtful
accounts increased by $3.9 million.

Amortization of intangibles increased $10.5 million to
$20.4 million for the nine months ended September 30,
2000 from $9.9 million for the comparable 1999 period, due to an increase in goodwill related to business
acquisitions that were completed subsequent to
September 30, 1999 and purchase price adjustments for prior
acquisitions. In addition, management identified various
projects that were no longer being used and accordingly, wrote
off the net book value of these projects of $3.3 million.

Net interest expense was $19.2 million for the nine months
ended September 30, 2000 compared to $6.7 million for
the comparable 1999 period. The increase is primarily due to
higher average borrowing balances, which were used to fund
operations in 2000 and the effects of higher average borrowing
rates in 2000 as compared to 1999.

The majority of the Companys goodwill amortization expense
is not deductible for federal income tax purposes. As a result,
the Company has recorded an income tax benefit of
$17.3 million on a pre tax loss of $118.1 million from
continuing operations for the nine months ended
September 30, 2000.

Discontinued operations reported aggregate revenues of
$18.5 million for the nine months ended September 30,
2000, down from $24.9 million reported for the comparable
1999 period. The decrease in revenues in 2000 is primarily due
to lower revenues from the discontinued offset print business.
Discontinued operations reported a loss from operations of
$2.9 million for the nine months ended September 30,
2000 compared to $1.1 million comparable 1999 period. The
significant decrease in operating income is primarily due to
losses at the Companys discontinued offset print business
and losses at its discontinued software development company.

Liquidity and Capital Resources

The Company has funded its operations and acquisitions through a
combination of cash from operations, bank borrowings and the
issuance of shares of common stock.

Cash provided by operating activities was $24.4 million for
the nine months ended September 30, 2000 compared to
$9.0 million for the comparable 1999 period. The increase
in 2000 versus 1999 is primarily due to faster accounts
receivable turnover and higher accounts payable balances,
partially offset by lower net income before non-cash charges.

Cash used in investing activities totaled $53.1 million for
the nine months ended September 30, 2000 compared to
$156.2 million for the comparable 1999 period. For the nine
months ended September 30, 2000, approximately
$35.2 million was used to fund the additional purchase
price resulting from acquired businesses achieving their
targeted operating income during the relevant measurement
period. In 1999, cash used in investing activities was largely
used to fund the acquisition of businesses. Cash used for
acquisitions totaled $127.9 million for the nine months
ended September 30, 1999. Cash used for investments in
capital assets totaled $17.6 million for the nine months
ended September 30, of 2000 compared to $29.1 million
in the comparable 1999 period.

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Cash provided by financing activities was $29.0 million for
the nine months ended September 30, 2000 compared
$156.2 million for the comparable 1999 period and largely
consisted of borrowings on the Companys revolving line of
credit.

Credit Agreement Borrowings

The Company has a credit agreement with a bank group. Borrowings
under the credit agreement are expected to support the financing
requirements relating to the additional purchase price for
certain prior acquisitions, working capital, capital
expenditures and other corporate purposes. Such borrowings are
collateralized by a lien on all property of the Company,
guarantees of certain of the Companys subsidiaries, as
well as pledges of the capital stock of certain subsidiaries.
Interest on amounts outstanding is calculated based on interest
rates determined at the time of borrowing. Borrowings bear
interest at a base percentage rate plus a maximum of 1.25%
(10.75% at September 30, 2000). The credit agreement
contains restrictions on acquisitions, disposition of assets,
and the incurrence of other liabilities and contains certain
financial ratio covenants.

On September 15, 2000, the Company amended its credit
agreement with its lenders extending the effective date through
September 14, 2001. The amendment limited the revolving
credit facility to $176.4 million, imposed new restrictions on
capital expenditures and cash payments related to current
obligations, and required minimum consolidated EBITDA and cash
flow levels. The outstanding borrowings at September 30,
2000 were $175.9 million.

The credit agreement also has a term loan facility of $150
million. As the term loan is a part of the credit agreement, it
has been classified as a current liability. The outstanding
borrowings at September 30, 2000 were $142.5 million.
The credit agreement calls for monthly principal payments with
final maturity May 2004.

In addition to the monthly principal payments, the credit
agreement calls for term loan principal reductions equal to 80%
of the net cash proceeds received from the sale or disposition
of assets designated by the Company prior to the amendment.

Future Capital Needs

The Companys ability to obtain cash adequate to fund its
needs depends generally on the results of its operations,
proceeds from the sale of assets, and the availability of
financing. Management believes that cash flow from operations,
proceeds from the sale of assets, and the borrowings from its
existing and any future credit agreement, will be sufficient to
meet debt services requirements 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.

In addition to its operational needs, the Company has cash
requirements related to additional purchase price payments (the
Payments) to be made, contingent upon certain
targets being achieved, in connection with prior acquisitions.
The maximum amount of the Payments, if any, that could be paid
over a period of sixteen months from September 30, 2000
totals approximately $110.7 million. It is anticipated that
the actual amount of the Payments will be less than the maximum
amount. As of September 30, 2000, approximately
$43.1 million of additional purchase price has been earned
but not paid and is included in acquisition-related obligations
in the condensed consolidated balance sheet. The ability of the
Company to make the Payments is dependent on the availability of
financing, and there can be no assurance that any future
financing will be available or that the terms of any future
financing will be favorable to the Company. See Note 5 of Notes
to Condensed Consolidated Financial Statements.

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

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Item 3.  Quantitive and Qualitative Disclosures
about Market Risk

Lason has exposure to interest rate risk on its obligations
outstanding under the existing credit agreement, which bears
interest at a variable rate. Based on the Companys
outstanding balance under the credit agreement on
September 30, 2000 of $318.4 million, a one-percent
increase or decrease in interest rates would decrease or
increase, respectively, the Companys pre tax earnings and
operating cash flows by appropriately $3.2 million on an
annualized basis.

Due to Lasons operations outside of the United States, the
Company experiences foreign currency exchange gains and losses.
Fluctuations between the United States dollar and other
currencies may adversely affect Lasons results of
operations. While the Company may engage in foreign currency
hedging transactions in the future, which may moderate the
overall effect of such currency rate fluctuations, the Company
will be affected by such fluctuations, and there is no assurance
that the Company will be successful in any hedging activities.
Also, there is no assurance that such exchange rate fluctuations
will not cause significant fluctuations in the Companys
results of operations.

Forward-Looking Statements

Lason may from time to time provide information including
certain statements included in or incorporated by reference in
this Form 10-Q which constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Those forward-looking
statements include the intent, belief or current expectations of
the company and its management. Prospective investors are
cautioned that any such forward-looking statements are not
guarantees of future performance and involve a number of risks
and uncertainties, and that actual results could differ
materially from those indicated by such forward-looking
statements. Among the important factors that could cause actual
results to differ materially from those indicated by such
forward-looking statements are: (i) variations in quarterly
results; (ii) the assimilation of acquisitions;
(iii) the management of the Companys growth and
expansion; (iv) dependence on major customers, dependence
on key personnel; (v) development by competitors of new or
superior products or services, or entry into the market of new
competitors; (vi) fluctuations in paper prices; (vii)
reliability of the Companys data; (viii) volatility
of the Companys stock price; (ix) managements
ability to successfully complete its restructuring initiatives;
(x) any financial and legal impact of the class action
litigation; (xi) changes in the business services
outsourcing industry; (xii) significance of intangible
assets; (xii) changes related to compensatory stock
options; and (xiv) other risks identified from time to time
in the Companys reports and registration statements filed
with the Securities and Exchange Commission.

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PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

On April 20, 2000, ConEng, Inc. (formerly Content
Engineering, Inc.) (Content) and the former owners
of Content, Terri Erickson, Lili Finnegan and Darrell Clark,
filed an arbitration claim against the Company with the American
Arbitration Association in San Francisco, California alleging it
is owed approximately $2,500,000 in additional purchase payments
for having achieved certain performance levels as provided under
its acquisition agreement with the Company in November 1998.

On June 5, 2000, Michael Rittlinger, the former owner of
Addressing Services, Inc. (ASCO) brought an action
against the Company in the United States District Court for the
District of Connecticut alleging among other things, that he is
owed an aggregate of approximately $10,000,000 in connection
with the decline in the value of the Lason Common Stock he
received for his stock in ASCO and in additional purchase
payments for having achieved certain performance levels as
provided under his acquisition agreement with the Company in
July 1999. The claims with respect to the Lason Common
Stock allege, among others, securities fraud, misrepresentation,
negligent representation and other state law claims.

On August 18, 2000, James Stewart, the former owner of
Marketing Associates, Inc., brought an action in Oakland County
Circuit Court alleging, among other things, that he is owed an
aggregate of approximately $4,500,000 in connection with certain
tax liabilities the Company agreed to assume and in additional
purchase payments for having achieved certain performance levels
as provided in the acquisition agreement with the Company in
May 1999.

On August 24, 2000, The Coverdale Family Trust and James
Coverdale, the former owners of Cover-All Computer Holdings
Company, brought an action against the Company in the Ontario
Superior Court of Justice (Toronto) alleging, among other
things, that they are owed approximately $6,100,000 (CN) in
additional purchase payments for having achieved certain
performance levels as provided under their acquisition agreement
with the Company.

On April 11, 2000, the Company filed for arbitration with
the American Arbitration Association in New York, New York
against Steven Fruchter, Philip Fruchter and Laurence Braun, the
former owners of BSJG, Inc. (formerly API Systems, Inc.
)(API) alleging, among other things, racketeering,
securities fraud and breach of representations and warranties
and seeking generally in excess of $5,000,000 and rescission, in
connection with the Companys acquisition of API in
March 1998. The former owners and API have filed a
counterclaim against the Company alleging, among other things
that they are owed an aggregate of approximately $13,700,000 in
connection with an alleged wrongful termination of Brauns
employment and in additional purchase payments for having
achieved certain performance levels as provided under the
acquisition agreement.

The Company has accrued additional amounts due under acquisition
agreements, if any, related to the above as described in
Note 5 of notes to condensed consolidated financial statements.

The Company is vigorously defending the foregoing claims and is
determining whether and the extent to which the applicable
performance criteria relating to each of the additional purchase
payments have been achieved.

On September 15, 2000, the Company and certain of its
officers who are defendants in that certain consolidated action
most recently disclosed in the Companys Form 10-Q for
the quarter ended June 30, 2000, filed a motion to dismiss
the consolidated action with prejudice. In its motion, the
Company contends that plaintiffs failed to state any claim upon
which relief can be granted. On November 15, 2000,
plaintiffs filed a brief in opposition to the Companys
motion.

Various other claims have been made against the Company in the
normal course of business which Management believes will not
have a material adverse effect on the Companys business,
financial condition or results of operations.

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Item 2.  Changes in Securities and Use of
Proceeds

During a third quarter of 2000, the Company issued 22,514 shares
of its common stock to shareholders of a company that it had
previously acquired in connection with conversion of
non-negotiable convertible debentures issued in connection with
such acquisition. The shares were issued at a price of
approximately $51.95 per share, for a total value of $1,169,590.
The issuance of shares of the common stock were exempt from
registration under the Securities Act of 1933 by virtue of
Section 4(2) thereof as transactions not involving a public
offering.

Item 3.  Defaults upon Senior Securities

Prior to September 15, 2000, the Company was not in
compliance with certain financial covenants contained in its
credit agreement with lenders in effect at such time. On
September 15, 2000, the Company amended its credit
agreement with its lenders. Since such time, the Company has
been in compliance with the financial and other covenants
contained in the amended credit agreement.

Item 4.  Submission of Matters to a vote of
Security Holders

On June 1, 2000, the Company held its Annual Meeting of
Shareholders. There was only one matter voted on, the election
of a director to the Board of Directors. The one director
nominee was elected. The following table sets forth the results
of the voting:

Election of Directors

|         |                |           |  |                |            |               |  |           |         |  |  |  |  |  |  |  |  | 
|-------- | -------------- | --------- |  | -------------- | ---------- | ------------- |  | --------- | ------- |  |  |  |  |  |  |  |  | 
|Nominee: |                | Votes For |  | Votes Withheld |            | Votes Against |  | Abstained
|         | Gary L. Monroe |           |  |                | 13,126,637 |               |  |           | 966,220 |  |  |  |  |  |  |  |  | 

Item 5.  Other Information

On November 14, 2000, Gary L. Monroe resigned as a Director
of the Company and John R. Messinger was elected as a Director
in his stead. Mr. Monroe did not resign because of a
disagreement with the Company. As of November 14, 2000, the
following persons constitute the Board of Directors of the
Company: William C. Brooks, John R. Messinger, Allen J. Nesbitt
and Robert A. Yanover.

On November 14, 2000, the Company removed the interim
status of John R. Messinger as Acting Chief Executive Officer
and made him its Chief Executive Officer.

On September 25, 2000, the Company hired John R. Stelter of
Conway MacKenzie & Dunleavy to assume the role of Interim
Chief Financial Officer.

At November 14, 2000, the following persons constitute the
executive officers of the Company:

|                    |  |                                                                    
|------------------- |  | -------------------------------------------------------------------
|Name                |  | Title                                                              
|                    |  |                                                                    
|Robert A. Yanover   |  | Chairman of the Board                                              
|                   
|                   
|                   
|                   
|John R. Messinger   |  | Chief Executive Officer, President and Chief Operating Officer     
|                   
|                   
|                   
|                   
|Donald S. MacKenzie |  | Chief Restructuring Officer                                        
|                   
|                   
|                   
|                   
|John R. Stelter     |  | Interim Chief Financial Officer                                    
|                   
|                   
|                   
|                   
|Randy L. Baker      |  | Executive Vice President, Business Integration and Human
	Resources

On October 30, 2000, Lasons common stock was delisted
from The Nasdaq Stock Market. Effective on such date, Lason
shares began trading on the OTC Bulletin Board under the symbol
LSON.

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Item 6.  Exhibits and Reports on Form 8-K

a.  Exhibits

| |       |  |  |                                                                                                                                                                                                                     
| | ----- |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.9   |  |  | Agreement of Purchase and Sale of Stock dated July 17, 1997
	between Lason and Image Conversion Systems, Inc.(1)                                                                                                    
| | 2.10  |  |  | Asset Purchase Agreement dated November 25, 1997 between
	Lason and VIP Imaging, Inc.(2)                                                                                                                            
| | 2.11  |  |  | Stock Purchase Agreement dated February 12, 1998 with
	respect to the acquisition of Racom Corporation and its
	affiliates by Lason.(3)                                                                             
| | 2.12  |  |  | Asset Purchase Agreement dated March 5, 1998 between Lason
	and API Systems, Inc.(4)                                                                                                                                
| | 2.13  |  |  | Agreement for the Purchase and Sale of Stock dated July 24,
	1998 between Lason and Consolidated Reprographics.(5)                                                                                                  
| | 2.15  |  |  | Transaction Agreement between Lason and M-R Group plc dated
	March 25, 1999.(6)                                                                                                                                     
| | 2.16  |  |  | Amendment Agreement between Lason and M-R Group plc dated
	April 30, 1999.(6)                                                                                                                                       
| | 2.17  |  |  | Amendment Agreement between Lason and M-R Group plc dated
	May 13, 1999.(6)                                                                                                                                         
| | 3.1   |  |  | Form of Amended and Restated Certificate of Incorporation of the
	Company.(7)                                                                                                                                       
| | 3.2   |  |  | Form of Revised Amended and Restated Bylaws.(8)                                                                                                                                                                     
| | 4.1   |  |  | Form of Certificate representing Common Stock of the Company.(7)                                                                                                                                                    
| | 4.3   |  |  | Third Amended and Restated Credit Agreement dated as of
	August 16, 1999 among the the Company, the Lenders named
	therein, Bank One, Michigan as administrative agent, and
	Comerica Bank, as syndication agent.(9)
| | 4.4   |  |  | Second Amendment to Third Amended and Restated Credit
	Agreement.(10)                                                                                                                                               
| | 4.5   |  |  | Third Amendment to Third Amended and Restated Credit
	Agreement.                                                                                                                                                   
| | 10.5  |  |  | Registration Agreement dated January 17,1995 by and among
	the Company and the 1995 Stockholders.(7)                                                                                                                
| | 10.10 |  |  | Offer of employment dated June 12, 1996 from Lason Systems,
	Inc. to Mr. Jablonski.(7)                                                                                                                              
| | 10.11 |  |  | 1995 Stock Option Plan of the Company.(7)                                                                                                                                                                           
| | 10.17 |  |  | 1996 Lason Management Bonus Plan.(7)                                                                                                                                                                                
| | 10.18 |  |  | Lason Systems, Inc. 401 (k) Profit Sharing Plan &
	Trust.(7)                                                                                                                                                        
| | 10.19 |  |  | Amendments to Lason Systems, Inc. 401 (k) Profit Sharing
	Plan & Trust.(7)                                                                                                                                          
| | 10.20 |  |  | Lease Agreement dated as of September 3, 1985 by and
	between Lason Systems, Inc. and Mart Associates, as amended. (7)                                                                                              
| | 10.25 |  |  | Amended and Restated Secured Promissory Note, dated as of
	June 5, 1999  Gary L. Monroe.(9)                                                                                                                        
| | 10.26 |  |  | Amended and Restated Pledge and Security Agreement dated
	June 5, 1999  Gary L. Monroe.(9)                                                                                                                         
| | 10.29 |  |  | Amended and Restated Secured Promissory Note, dated as of
	June 5, 1999  John R. Messinger.(9)                                                                                                                     
| | 10.30 |  |  | Amended and Restated Pledge and Security Agreement dated
	June 5, 1999  John R. Messinger.(9)                                                                                                                      
| | 10.42 |  |  | 1998 Equity Participation Plan of Lason, Inc.(11)                                                                                                                                                                   

18



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| |       |  |  |                                                                    
| | ----- |  |  | -------------------------------------------------------------------
| | 10.43 |  |  | Employment Agreement of John R. Messinger dated April 27,
	1999.(6)
| | 27    |  |  | Financial Data Schedule                                           
| | 27.1  |  |  | Financial Data Schedule  1999 Restated                            








| |     |                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------
| | (1) | Incorporated herein by reference to Registrants
	Form 8-K filed on August 4, 1997, Commission File
	No. 0-21407.    
|
| | (2) | Incorporated herein by reference to Registrants
	Form 8-K filed on December  10, 1997, Commission File
	No. 0-21407.
|
| | (3) | Incorporated herein by reference to Registrants
	Form 8-K filed on March 17, 1998, Commission File
	No. 0-21407.    
|
| | (4) | Incorporated herein by reference to Registrants
	Form 8-K filed on March 20, 1998, Commission File
	No. 0-21407.    
|
| | (5) | Incorporated herein by reference to Registrants
	Form S-1 filed on July 30, 1998, Commission File
	No. 333-60143.   
|
| | (6) | Incorporated herein by reference to Registrants
	Form 10-Q filed on May 17, 1999, Commission File
	No. 0-21407.     
|
| | (7) | Incorporated herein by reference to Registrants
	Form S-1 filed on October 7, 1996, Commission File
	No. 333-09799. 
|
| | (8) | Incorporated herein by reference to Registrants
	Form 10-Q filed on May 15, 1998, Commission File
	No. 0-21407.     
|
| | (9) | Incorporated herein by reference to Registrants
	Form 10-Q filed on August 16, 1999, Commission File
	No. 0-21407.  



|     |                                                                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Incorporated herein by reference to Registrants
	Form 10-K filed on March 30, 2000, Commission File
	No. 0-21407.                          
|    
|(11) | Incorporated herein by reference to registrants 1998 proxy
	statement, Appendix  A, filed on April 28, 1998,
	Commission File No.  0-21407.

b.  Reports on Form 8-K

On July 12, 2000, the Company filed a Form 8-K
disclosing in Item 5 that it had obtained an extension
until August 15, 2000 of the waiver of violations related
to certain of the covenants in its credit agreement.

On August 16, 2000, the Company filed a Form 8-K
disclosing in Item 5 that it had obtained an extension
until September 15, 2000 of the waiver of violations
related to certain of the covenants in its credit agreement.

On August 1, 2000, the Company filed a Form 8-K
disclosing in Item 5 that Gary L. Monroe resigned his
positions as Chairman of the Board and Chief Executive Officer,
Robert A. Yanover was elected Chairman of the Board and John R.
Messinger, the President and Chief Operating Officer, was also
elected Acting Chief Executive Officer, effective July 26,
2000.

On August 25, 2000, the Company filed a Form 8-K
disclosing in Item 5 that William J. Rauwerdink resigned as
a director effective August 7, 2000.

On September 18, 2000, the Company filed a Form 8-K
disclosing in Item 5 that it had reached a definitive
agreement with a group of banks, whose agent is Bank One, to
extend its existing bank credit facility for a one-year term.

19



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##### Table of Contents








SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.



| |                
| | ---------------
| | /s/ LASON, Inc.



| |                      
| | ---------------------
| |                      
| | (Registrant)         
|
| | /s/ JOHN R. MESSINGER
| |                      



| |                                       
| | --------------------------------------
| | Chief Executive Officer; President and
| | Chief Operating Officer               
|
| | /s/ JOHN R. STELTER                   
| |                                       
| | Interim Chief Financial Officer       

November 20, 2000

20



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EXHIBIT INDEX


|            |      |             |  |                                                                
|----------- | ---- | ----------- |  | ---------------------------------------------------------------
|Exhibit No. |      | Description
|            |      |            
|            | 4.5  |             |  | Third Amendment to Third Amended and Restated Credit Agreement.
|            | 27.1 |             |  | Financial Data Schedule - 1999 restated