<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549


                                   FORM 10-Q
(Mark One)
     /X/  Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

     FOR THE QUARTERLY PERIOD ENDED MARCH 28, 1997   or

     / /  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 0-16059

                              JASON  INCORPORATED
             (Exact name of registrant as specified in its charter)


<TABLE>
<S><C>
           WISCONSIN                                                       39-1756840
(State or other jurisdiction of                                (IRS Employer Identification No.)
incorporation or organization)
</TABLE>


          411 EAST WISCONSIN AVENUE, SUITE 2500, MILWAUKEE, WI  53202
                    (Address of principal executive offices)


                                 (414) 277-9300
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for 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        
                                 -------           ------


On March 28, 1997 there were outstanding 20,159,573 shares of the Registrant's
$.10 par value common stock.


                                  Page 1 of 10


<PAGE>   2



                               JASON INCORPORATED

                                   FORM 10-Q

                                 MARCH 28, 1997

                                     INDEX



<TABLE>
<CAPTION>
         PART I.  FINANCIAL INFORMATION                                       PAGE NO.
                                                                              --------
        <S>                                                                    <C>
         Statements of Income for the Three Months
            Ended March 28, 1997 and March 29, 1996 .........................   3

         Balance Sheets as at March 28, 1997 and
            December 27, 1996 ...............................................   4

         Statements of Cash Flows for the Three Months
            Ended March 28, 1997 and March 29, 1996 .........................   5

         Notes to Financial Statements ......................................   6

         Management's Discussion and Analysis of
            Results of Operations and Financial Condition ...................  7-9


         PART II.  OTHER INFORMATION

         Item 1  Legal Proceedings ..........................................   9

         Item 2  Changes in Securities ......................................   9

         Item 3  Defaults Upon Senior Securities ............................   9

         Item 4  Submission of Matters to a Vote of
                   Security Holders .........................................   9

         Item 5  Other Information ..........................................   9

         Item 6  (a)  Exhibits ..............................................   9

                 (b)  Reports on Form 8-K ...................................   9

         Signatures .........................................................  10
</TABLE>



                                  Page 2 of 10

<PAGE>   3
                               JASON INCORPORATED
                              STATEMENTS OF INCOME

               (Dollars In Thousands, Except Earnings Per Share)





<TABLE>
<CAPTION>
                                                                     FOR THE THREE MONTHS ENDED
                                                                 -------------------------------------
                                                                 MARCH 28,                   MARCH 29,
                                                                   1997                        1996
                                                                 ---------                   ---------
                                                                            (UNAUDITED)
                                                                            -----------
<S>                                                          <C>                         <C>
NET SALES                                                     $     125,227               $     104,631

COST OF SALES                                                       102,055                      83,173
                                                              -------------               -------------

  Gross Profit                                                       23,172                      21,458

SELLING AND ADMINISTRATIVE EXPENSES                                  17,055                      14,724
                                                              -------------               -------------
  Operating Income                                                    6,117                       6,734

INTEREST EXPENSE                                                      2,706                       2,382

OTHER (INCOME) EXPENSE                                                 (253)                        (70)
                                                              -------------               -------------
  Income Before Income Taxes                                          3,664                       4,422

PROVISION FOR INCOME TAXES                                            1,429                       1,813
                                                              -------------               -------------
NET INCOME                                                    $       2,235               $       2,609
                                                              =============               =============

NET INCOME PER SHARE                                          $        0.11               $        0.13
                                                              =============               =============

AVERAGE SHARES OUTSTANDING                                       20,521,000                  20,515,000
                                                              =============               =============


</TABLE>


                                  Page 3 of 10
<PAGE>   4
                               JASON INCORPORATED
                                 BALANCE SHEETS

                             (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                              MARCH 28,           DECEMBER 27,
                                                                   1997                 1996
                                                             ------------         ------------
                                                             (Unaudited)
                                                             ------------       
<S>                                                        <C>                  <C>
ASSETS
------
Current Assets
  Cash And Cash Equivalents                                $      1,487         $      2,978
  Accounts Receivable - Net                                      74,825               61,483
  Inventories (Note 2)                                           36,936               37,839
  Costs And Earnings In Excess Of
   Billings On Uncompleted Contracts                             14,408               21,626
  Income Taxes Receivable                                        ---                   2,250
  Deferred Income Taxes                                           7,795                7,795
  Other Current Assets                                            5,742                6,029
                                                           ------------         ------------
    Total Current Assets                                        141,193              140,000
                                                           ------------         ------------

Property, Plant and Equipment
  Cost                                                          157,453              158,057
  Less - Accumulated Depreciation                               (68,814)             (66,624)
                                                           ------------         ------------
    Net Property, Plant and Equipment                            88,639               91,433
                                                           ------------         ------------
Intangible Assets - Net                                          88,955               89,876
Other Assets                                                      1,740                1,817
                                                           ------------         ------------
                                                           $    320,527         $    323,126
                                                           ============         ============

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
  Current Portion of Long-Term Debt                        $      3,917         $      3,917
  Accounts Payable                                               31,863               31,397
  Accrued Compensation & Employee Benefits                       11,071               13,050
  Accrued Warranty                                                4,375                4,434
  Accrued Interest                                                2,367                1,580
  Accrued Income Taxes                                            1,429               ---
  Other Current Liabilities                                       9,840               10,015
  Billings In Excess Of Costs And
   Earnings On Uncompleted Contracts                             13,829                9,570
                                                           ------------         ------------

    Total Current Liabilities                                    78,691               73,963

Revolving Loan                                                   35,000               42,190
Other Long-Term Debt                                             91,040               92,277
Deferred Income Taxes                                             8,808                8,544
Other Long-Term Liabilities                                       3,878                4,903
Postemployment & Postretirement Health
 And Other Benefits                                               6,033                5,985
                                                           ------------         ------------

    Total Liabilities                                           223,450              227,862
                                                           ------------         ------------
Commitments and Contingencies                                    ---                  ---

SHAREHOLDERS' EQUITY
--------------------
Common Stock & Additional
  Contributed Capital                                            34,687               34,687
Retained Earnings                                                62,858               60,623
Foreign Currency Translation Adjustment                            (468)                 (46)
                                                           ------------         ------------
    Total Shareholders' Equity                                   97,077               95,264
                                                           ------------         ------------
                                                           $    320,527         $    323,126
                                                           ============         ============

</TABLE>


                                  Page 4 of 10
<PAGE>   5
                               JASON INCORPORATED
                            STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                             For The Three Months Ended
                                                                           ------------------------------
                                                                           MARCH 28,                MARCH 29,
                                                                              1997                    1996
                                                                           ---------                ---------
                                                                                     (UNAUDITED)
                                                                                     ----------- 
<S>                                                                      <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net Income                                                             $     2,235              $     2,609
  Adjustments To Reconcile Net Income To Net Cash
   Provided By Operating Activities:
      Depreciation                                                             3,733                    3,053
      Amortization                                                             1,239                    1,467
      Deferred Income Taxes                                                      264                    1,632
    Increase (Decrease) In Cash, Excluding Effects Of
    Acquisitions, Due To Changes In:
      Accounts Receivable                                                    (13,519)                  (2,433)
      Inventories                                                                691                    1,244
      Costs And Earnings In Excess Of Billings
       On Uncompleted Contracts                                                7,218                   (2,992)
      Other Current Assets                                                     2,519                     (168)
      Other Assets                                                              (241)                      (2)
      Accounts Payable                                                           393                      741
      Accrued Compensation & Employee Benefits                                (2,043)                  (2,762)
      Accrued Warranty                                                           (59)                     177
      Accrued Interest                                                           775                      971
      Accrued Income Taxes                                                     1,429                     (985)
      Billings In Excess Of Costs And Earnings
       On Uncompleted Contracts                                                4,259                      134
      Other Liabilities                                                       (1,376)                  (1,552)
                                                                         -----------              -----------                      
        Total Adjustments                                                      5,282                   (1,475)
                                                                         -----------              -----------

Net Cash Provided By Operations                                                7,517                    1,134
                                                                         -----------              -----------
CASH FLOWS FROM INVESTING ACTIVITIES

      Acquisition Of Property, Plant And Equipment                            (2,533)                  (6,453)
      Disposal Of Property, Plant And Equipment - Net                              5                       19
      Other, Net                                                                 343                      (88)
                                                                         -----------              -----------
Net Cash Used For Investing Activities                                        (2,185)                  (6,522)
                                                                         -----------              -----------
Net Cash (Used) Provided Before Financing Activities                           5,332                   (5,388)
                                                                         -----------              -----------
CASH FLOWS FROM FINANCING ACTIVITIES

      Proceeds From Revolving Loan                                            29,225                   34,945
      Repayments Of Revolving Loan                                           (36,415)                 (29,180)
      Proceeds From (Repayments Of) Other Long-Term Debt                         367                     (119)
      Issuance Of Common Stock - Net                                          ---                          84
                                                                         -----------              -----------
Net Cash Provided By (Used For) Financing Activities                          (6,823)                   5,730
                                                                         -----------              -----------

Net Increase (Decrease) In Cash                                               (1,491)                     342
      Cash Beginning of Period                                                 2,978                    1,890
                                                                         -----------              -----------
      Cash End of Period                                                 $     1,487              $     2,232
                                                                         ===========              ===========
      Cash Paid For:

      Interest                                                                 1,990                    1,422
      Income Taxes (Refunded) Paid                                            (2,507)                   1,198
</TABLE>


                                  Page 5 of 10
<PAGE>   6

                               JASON INCORPORATED
                         NOTES TO FINANCIAL STATEMENTS


NOTE 1 - BASIS OF FINANCIAL STATEMENTS

The Company operates in three primary business segments:  power generation
products, motor vehicle products, and industrial products.  Power generation
products include the design and manufacture of silencing equipment, waste heat
recovery boilers, and other auxiliary equipment for the gas turbine and other
industries and the design and fabrication of electromagnetic shielding products
for medical and other electronic equipment applications.  Motor vehicle products
include the manufacture and marketing of needled nonwoven fiber insulation,
mastic insulation, dielectric padding and other interior trim products primarily
for the automotive industry but also for furniture and industrial uses, plus
seating products for motorcycles, construction, agricultural and lawn/turf care
equipment.  Industrial products include the manufacture and marketing of
industrial brushes, buffing wheels and compound used by manufacturers to finish
a wide variety of manufactured products, plus the manufacture and marketing of
precision components such as precision stampings, wire form components and
expanded metal products.

The financial statements at March 28, 1997 and March 29, 1996  and for the three
month periods then ended are unaudited, however, in the opinion of management,
all adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of the financial position at these dates and the results of
operations and cash flows for these periods have been included. The results for
the three month period ended March 28, 1997 are not necessarily indicative of
the results that may be expected for the full year or any other interim period.

Earnings per share are computed using the weighted average number of common and
common equivalent shares outstanding during the period.  The weighted average
number of common and common equivalent shares outstanding during the first
quarters of 1997 and 1996 amounted to 20,521,000 and 20,515,000, respectively.
Shares issuable under employee stock option plans are included in the earnings
per share computations for all periods presented.


NOTE 2 - INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out) or market and
consisted of the following (in thousands of dollars):


<TABLE>
<CAPTION>
                                  MARCH 28,       DECEMBER 27,
                                     1997              1996       
                                -------------  ------------------
                                 (Unaudited)
               <S>              <C>            <C>
               Raw materials          $18,970             $18,588
               Work in process          5,727               4,898
               Finished goods          12,239              14,353
                                -------------  ------------------
                                      $36,936             $37,839
                                =============  ==================
</TABLE>




                                  Page 6 of 10

<PAGE>   7
                               JASON INCORPORATED
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION


RESULTS OF OPERATIONS

Three months ended March 28, 1997 compared to the three months ended March 29,
1996:

Sales for the three months ended March 28, 1997 increased by 20% from
$104,631,000 for the three months ended March 29, 1996 to $125,227,000.  Sales
of power generation products increased by 27% from $31,771,000 to $40,412,000.
Sales of motor vehicle products increased by 28% from $38,758,000 to
$49,431,000.  Sales of industrial products increased by 4% from $34,102,000 to
$35,384,000.

The higher power generation sales for the first quarter of 1997 compared to
last year were a result of a higher power generation backlog at the beginning
of 1997 which was $80 million compared to $69  million a year earlier.
Bookings in the first quarter of $30 million compared to $53 million in the
first quarter of 1996.  Sales in the first quarter of $40 million compared to
$32 million in the first quarter of 1996 leaving a backlog at the end of the
first quarter of 1997 of $70 million compared to $90 million a year ago.

The large increase in the Company's motor vehicle products sales was the result
of increases in both the automotive products business and the seating business.
Automotive product sales include $3 million of sales for Suroflex, the
European manufacturer of automotive insulation products acquired in the fourth
quarter of 1996.  Excluding Suroflex, automotive product sales increased by
19%.  This was the result of the U.S. automobile industry building 7% more
vehicles in the first quarter of 1997 than it did last year as well as greater
content per vehicle which is a result of improved sales of the Company's
Marabond(R) moldable insulation product and the start up of new thermoformed 
door insert programs.  Also, the 17 day strike at General Motors in March 1996
reduced vehicle production for the first quarter of 1996.  The U.S. automotive
industry has announced a production schedule for the second quarter of 1997
that is 3% above the production level in the second quarter of 1996.  Dealer
inventories are down to 63 days compared to 64 days at the end of the first     
quarter of 1996.  Whether or not the industry will build the number of units
called for in the schedule depends on retail vehicle sales during the second
quarter.  The Company's seating products business was up 15% in the first
quarter of 1997 compared to the prior year.  This was primarily the result of
an increase in Harley-Davidson original equipment and parts and accessories
business as well as an increase in the Company's content per motorcycle
produced.

The increase in Industrial products sales in the first quarter of 1997 compared
with last year was primarily a result of an increase in the Osborn brush
business.  The JacksonLea buff and compound business and the components business
were up slightly.

Operating income declined in the first quarter of 1997 from $6,734,000 in the
first quarter of 1996 to $6,117,000.

Operating income for the power generation products segment declined from
$866,000 in the first quarter of 1996 to $400,000.  The decline in operating
income is the result of industry price level pressures and a less profitable
product mix which included new products such as inlet filters and complex
equipment packages.


                                  Page 7 of 10

<PAGE>   8

Operating income for the motor vehicle products segment improved from
$3,885,000 in the first quarter of 1996 to $4,646,000 due primarily to higher
volume in both the automotive and seating businesses, as mentioned above.

Operating income for the industrial products segment declined from $2,435,000
in the first quarter of 1996 to $1,815,000.  This decrease in operating income
was a result of higher material costs and a mix of lower margin products.

Corporate expenses for the first quarter of 1997 were $744,000 compared to
$452,000 last year.  This increase is primarily due to a increase in management
incentive compensation.

Interest expense increased in the first quarter of 1997 from $2,382,000 in the
first quarter of 1996 to $2,706,000 due to higher average domestic debt levels
plus the Suroflex debt in 1997.  The increase in other income in the first
quarter of 1997 compared to last year is primarily a result of lower deferred
financing cost amortization.

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 128, "Earnings per Share" ("SFAS 128").  SFAS 128
replaces primary earnings per share ("EPS") with basic EPS, which excludes
dilution, and requires presentation of both basic and diluted EPS on the face
of the income statement.  Diluted EPS is computed similarly to the current
fully diluted EPS.  SFAS 128 is effective for financial statements issued for
periods ending after December_15, 1997, and requires restatement of all
prior-period EPS data presented.  The adoption of this statement is not
expected to materially affect either future or prior-period EPS.


LIQUIDITY AND CAPITAL RESOURCES

During the first quarter of 1997, the Company satisfied the capital requirements
of its operations with internally generated funds.  For the foreseeable future,
the Company believes it will generate funds from operations to meet the capital
requirements of its existing operations.  As of March 28, 1997, the Company had
available unused borrowing capacity of $43,608,000 under its bank revolving loan
facility. During the first quarter of 1996, the Company also satisfied the
capital requirements of its operations with internally generated funds.

During the first quarter of 1997, working capital decreased by $3,535,000 from
$66,037,000 at December 27, 1996, to $62,502,000 at March 28, 1997.  This
decrease was primarily a result of higher customer progress payments on
projects in process in power generation.  During the first quarter of 1997, the
Company generated $7,517,000 in cash from operations.  The Company anticipates
generating additional cash flow from operations during the balance of the year.

In the first quarter of 1997 and 1996, the Company made capital expenditures of
$2,533,000 and $6,453,000, respectively.  The major first quarter 1997
expenditures were in the motor vehicle products segment for equipment at
Milsco, Janesville Products and Sackner to support new programs and to improve
efficiency and in the industrial products segment for equipment at Osborn,
JacksonLea and Koller to support new programs at those locations.  The major
first quarter 1996 expenditures were in the motor vehicle segment for equipment
to support new Marabond(R) programs at Janesville Products and for plant and
office additions to support an increased level of business at Milsco.
Capital expenditures for 1997 are anticipated to approximate $15.0 million.  No
significant commitments are outstanding as of March 28, 1997.






                                  Page 8 of 10

<PAGE>   9
SEASONALITY

U.S. auto makers traditionally shut down for the annual model changeover in the
third quarter.  In addition, adjustments to production schedules are made
throughout the year based on retail auto sales and the level of dealer
inventories.  These seasonal patterns affect the Company's motor vehicle
products operations most significantly but also have somewhat of an impact on
industrial products due to the effect on automotive suppliers which use the
Company's precision components and finishing products.


FORWARD LOOKING STATEMENTS

This report contains certain statements as to the Company's belief, expectation
or anticipation regarding future developments.  Such statements constitute
forward-looking statements and are subject to certain risks and uncertainties
that could cause actual future results and developments to differ materially
from those currently projected.  Such risks and uncertainties include, but are
not limited to, changes in auto maker production schedules, delays in customer
delivery requirements and general economic conditions in the Company's market
segments.


                                    PART  II

                               OTHER INFORMATION



<TABLE>
       <S>     <C>
       ITEM 1  Legal Proceedings - None

       ITEM 2  Changes in Securities - None

       ITEM 3  Defaults Upon Senior Securities - None

       ITEM 4  Submission of Matters to a vote of Security Holders - None

       ITEM 5  Other information - None

       ITEM 6  (a)  Financial Data Schedule

               (b)  Reports on Form 8-K - None
</TABLE>



                                  Page 9 of 10

<PAGE>   10

                                   SIGNATURES



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

                                             JASON INCORPORATED (Registrant)


                                             by 
                                               -------------------------
                                             Mark Train
                                             President
                                             (Chief Financial Officer)


                                 Page 10 of 10