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

                                   FORM 10-K
(Mark One)
     /X/  Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
(Fee required)

     FOR THE FISCAL YEAR ENDED DECEMBER 27, 1996   or

     / /  Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
(No fee required)  For the transition period from           to 
                                                  ---------    -----------
     COMMISSION FILE NUMBER 0-16059

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

              WISCONSIN                                     39-1756840
     (State or other jurisdiction of           (IRS Employer Identification No.)
     incorporation or organization)

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

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

          Securities registered pursuant to Section 12 (b) of the Act:

      Title of each class       Name of each exchange on which registered
      -------------------       -----------------------------------------
             N/A                                   N/A


          Securities registered pursuant to Section 12(g) of the Act:
                          COMMON STOCK, $.10 PAR VALUE

                                 Title of Class

     Indicate by 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 
                                           ---        ---
 
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  /X/  

The aggregate market value of the Common Stock of the Registrant held by
non-affiliates as of March 3, 1997:  $66,318,919.

Number of shares of Common Stock outstanding as of March 3, 1997:   20,159,573


<TABLE>
<CAPTION>
DOCUMENTS INCORPORATED BY REFERENCE                                     PART
-----------------------------------                                     ----
<S>                                                                   <C>
Portions of the Annual Report to Shareholders for the Fiscal Year     I, II, IV
Ended December 27, 1996  

Portions of the Proxy Statement dated March 14, 1997, for the Annual 
Meeting of Shareholders to be held on April 23, 1997                     III
</TABLE>


<PAGE>   2

JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


                                     PART I


ITEM I. BUSINESS

     The Company was incorporated in November 1985 and operates in three
primary business segments:  motor vehicle products, power generation products
and industrial products.  Motor vehicle products include the manufacture and
marketing of nonwoven needled 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.  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.
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.

     Information relating to the Company's three business segments is contained
in "Management's Discussion and Analysis of Results of Operations and Financial
Condition" and "Note 11 - Segment Information" which are incorporated into Item
8 of Part II of this report by reference to the Company's 1996 Annual Report to
Shareholders.

PRODUCTS

     MOTOR VEHICLE PRODUCTS.  The Company's Janesville Products business has
been in continuous operation since 1881.  Janesville Products manufactures
nonwoven needled fiber insulation for the automotive industry.  Because of
their low cost and thermal and acoustical insulating characteristics,
Janesville's products are used as an underlay for carpeting or as insulation
behind various interior trim parts of automobiles, light trucks and vans.  In
addition to its traditional product, the Company also manufactures special
moldable padding products which can be used for contoured shapes for both
interior and trunk applications.  Jason's automotive presence was increased
significantly in June 1991 with the acquisition of Sackner Products and
Schroeder Industries.  Sackner has been in continuous operation since 1916 and
has historically been the dominant supplier of dielectric padding for
automotive applications.  The use of dielectric padding behind a door or seat
fabric permits a seam or design to be embossed or molded into the fabric.  In
1991 and 1992 Sackner extended its activities into two new areas:  the
production of door panel subassemblies for automobiles and the development of a
substrate material for auto headliners.  Schroeder Industries, which started in
business in 1985, provides still another insulation alternative for the Company
in the automotive market.  Schroeder manufactures mastic, an asphaltic based
sound deadener.  Mastic is most often used on the floor of a truck or car,
frequently in conjunction with Janesville's nonwoven padding.

     In October 1996, the Company completed the acquisition of a majority
interest in Suroflex GmbH, a German manufacturer of acoustical insulation
products for the automotive industry.  This acquisition allows Jason and
Suroflex to serve their U.S. and European customers on a worldwide basis.

     In recent years, the automotive industry has put increasing reliance on
suppliers to develop new products and reduce costs.  In response to this trend,
over the last few years, the Company has increased its product development
emphasis.  Company personnel work


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JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


directly with the engineering departments of automotive companies to establish
the insulation design and specifications for new cars.

     The Company has established an application engineering group to design new
products, explore the use of different fibers and combinations of fibers for
insulation purposes and improve the characteristics of its existing products.
Several new products, including the moldable products, have resulted from this
product development effort and have contributed to the increase in Company
sales per vehicle produced in the U.S.

     To maximize its insulating characteristics, the Company's padding must
remain uniform in weight and thickness.  It must also retain dimensional
stability so that it will hold its shape and fit properly into place.  The
Company subjects its trim products to numerous quality control tests and
process controls during manufacturing to ensure that they retain proper
structural and dimensional characteristics.  Its products have received high
quality ratings from its customers.  See "Competition-Motor Vehicle Products."

     Milsco Manufacturing Company was acquired by Jason on January 3, 1995.
Milsco was established in Milwaukee in 1924 and had been family owned since its
origin.  Milsco is an international company specializing in the design and
manufacture of complete seating products for motorcycles, construction
equipment, agricultural equipment and lawn/turf care equipment.  The company
was originally established as a harness maker and over the years became one of
the nation's leading seating innovators.  Early in its history Milsco gained
notice as the first company to put padded seating on tractors and farm
implements.  Today, it is known for its breakthrough developments in many areas
of research and development and for its consistently high quality products.

     During 1994, 1995 and 1996 sales of motor vehicle products accounted for
approximately 28%, 36% and 36%, respectively, of the Company's total sales.

     POWER GENERATION PRODUCTS.  The Company believes that it is the only
manufacturer in the world that can supply all of the auxiliary equipment for a
gas turbine power plant.  Braden manufactures the inlet silencers, the filter
houses, the turbine enclosures and the exhaust silencers which control the
incoming air stream and the outgoing exhaust gas stream; Braden-Europe designs
the diverter dampers which direct the exhaust gas to the silencer for simple
cycle installations and to the waste heat recovery boiler for combined cycle
installations; Deltak manufactures the waste heat recovery boilers which
convert the thermal energy in the exhaust gas into steam for the subsequent
generation of additional electricity.

     The Company's Braden Manufacturing business was founded in Tulsa, Oklahoma
in 1923 as a fabricator of steel products.  The business focused its steel
fabricating efforts on the gas turbine industry in the 1960's.  Braden's major
product for the turbine industry is inlet and exhaust silencers.  Braden's
early success in these products led to recent participation in enclosures for
the turbine itself, in filtration systems and in equipment packages for lube
oil, water injection, water wash and fuel forwarding.  Braden made significant
strides in globalizing its business over the last several years.  Foremost
among its actions in this regard was the November, 1992 acquisition of Metrio
Technologie International of Heerlen, the Netherlands.  Metrio is a designer of 
diverter dampers for gas turbine and other applications.  This acquisition 
provided Braden with the one product in the turbine exhaust stream which it had 
not previously been able to offer and thereby also allowed the Company to offer 
an entire exhaust system to its customers, a capability which no other
manufacturer can claim.  In addition, Metrio's central European location is
ideal for servicing the large turbine manufacturing companies headquartered in
Europe.  Braden-Europe, as the company is now known, is expected to contribute
significantly to Jason's growth in the power generation business in the next
several years.

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JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


A typical 70 megawatt turbine installation would have a value of approximately
$20 million.  The Braden portion of such an installation would be worth up to
$1.5 million.

     A second major program for Braden which has been in progress for several
years is the continued development of a matrix of manufacturing partners to
satisfy the requirements of various foreign power companies for local
manufacturing content.  Arrangements have been completed in the Pacific Rim,
the Middle East and in Europe.   Braden has developed the expertise to manage
these types of contracts and has completed several with commendation from both
the turbine manufacturers and the user power companies.  This form of business
is expected to expand substantially in the next few years and Braden is
recognized as a leader in its development.

     In January 1994, the Company acquired Deltak Corporation.  Based in
Minneapolis, Deltak is a leading designer, engineer and manufacturer of steam
generators and heat recovery systems, with a current emphasis on the gas
turbine cogeneration and combined cycle electrical power generation markets.
Deltak also manufactures process steam and directly fired specialty boilers for
a wide variety of heat recovery applications and provides parts and field
service for boilers and related systems.

     In 1986 the Company entered the market for magnetic and radio frequency
shielding for medical and electronic equipment installations and is currently a
major participant in this field.  Electromagnetic shielding is designed to
protect equipment or systems from unwanted electromagnetic disturbances.  Two
of the major applications for these products are magnetic shielding for
magnetic resonance imaging (MRI) medical diagnostic equipment and radio
frequency shielding for preventing eavesdropping or interference with
industrial and governmental electronic equipment.

     During 1994, 1995 and 1996 power generation products accounted for
approximately 37%, 32% and 34%, respectively, of the Company's total sales.

     INDUSTRIAL PRODUCTS.  The Company's industrial brush business, Osborn
Manufacturing, was first established in 1887 in Cleveland, Ohio.  The Company
supplies industrial power brushes and maintenance brushes to a variety of
industries.  Power brushes are used as attachments to power tools or machines
which spin the brushes at high speeds.  Maintenance brushes are used manually.
The Company manufactures and supplies over 3,000 different brushes which range
from tiny micro abrasive brushes to wide-face brushes for mill applications
which are up to 16 inches in diameter and 18 feet in length.  These wide-face
or mill brushes are used primarily to remove scale from coils and from rolls in
steel and aluminum mills.  In July, 1996, the Company added to Osborn's already
strong position in this market with the acquisition of the mill brush business
of the Milwaukee Brush Company.  The Power brushes can be used for applications
ranging from small industrial deburring required by the electronics industry to
the removal of slag from steel mill rolling equipment.  While power brushes are
generally used on metal surfaces, they can also be used on other materials such
as plastic.  Maintenance brushes are used in a wide variety of industrial
applications.  The Company sells power brushes primarily under the Osborn(R)
and ORBIT(R) trademarks and a line of maintenance brushes under the EMRO(R) 
trademark. The Company considers these trademarks to be valuable in 
distinguishing its products from those of its competitors.

     To make its power brushes, the Company uses a variety of proprietary
processes which it has developed from its long experience in the industry.  The
size and shape of a power brush, the type, length and density of its bristles
(or filler), and the construction and treatment of the filler, all influence
the finishing characteristics of a brush.  For example, the Company uses a
steel wire drawn to its own specification for the brushes where long life is
important, stainless steel wire for brushes designed to work on unusual


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JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


metals, brass wire for brushes for special applications and a variety of
nonmetallic fillers for light finishing work.  For some heavy-duty
applications, the Company treats its power brushes with hardening solutions
which give the contact surface of the brush a consistency similar to that of a
grinding wheel.  The Company uses a variety of natural and synthetic fibers for
its maintenance brushes.

     The Company's Jackson Buff business has been in operation since 1931.  On
May 31, 1991, the Company acquired Lea Manufacturing and merged the two
businesses to form JacksonLea.  In June 1992 the Company acquired The Buckeye
Products Company, a manufacturer of buffing compounds located in Cincinnati,
Ohio and in June 1993, the Company acquired the buff and compound business of
Hanson & Wells of Canada.  In January 1997, the Company announced that it had
reached an agreement in principle to acquire Buller Buff Company, a Canadian
manufacturer of buffing wheels and other products for the metal finishing
industry.  This transaction is expected to close by the end of the first
quarter.  JacksonLea manufactures industrial buffing wheels and industrial
buffing compound primarily for use in high volume buffing operations.  Buffing
wheels and buffing compound are used primarily to finish metal parts which
require a high degree of luster.  The Company manufactures buffing wheels from
3 to 30 inches in diameter and roll-type buffing wheels up to 4 feet in length.
The Company makes both airway (ventilated) buffing wheels and conventional
buffing wheels.  It uses a proprietary process to make its ventilated buffs.
Plumbing fixtures, door hardware, cookware, silverware, motorcycle parts and
automotive components are some of the many metal items which are commonly
buffed at some point in the manufacturing process.  The buffing operation is
used either to give the product its final finished appearance, particularly
true for stainless steel or aluminum auto trim, or to prepare the product for a
final plating process, a technique commonly used to finish plumbing fixtures.
Although the Company's buffing wheels are primarily used on metal surfaces,
they can also be used with other materials.  For example, a manufacturer might
buff a plastic product to remove seams which result from the bonding of two
pieces of plastic.

     The characteristics of a buffing wheel and its associated buffing compound
must be carefully matched to a particular customer's needs.  For example,
buffing wheels can be made in different sizes and use different types and
combinations of cloth which can be treated with different chemicals to harden
the buff to the desired degree, improve its life and increase its ability to
hold buffing compound.  In conjunction with its design of a buff for a
particular purpose, the Company formulates a buffing compound for use with that
buff.  Therefore, the Company's ability to supply a buff and buffing compound
appropriate for use by its customer is an important element of its success.
The Company sells its buffing compounds both in flow bins (which allow for
continuous operation of an automatic buffing machine), drums and in bar form
for use by its smaller customers who do not have automatic buffing equipment.
JacksonLea sells its buff products primarily under the "JACKSON", "LEA",
"BUCKEYE", "HANSON & WELLS" and "JACKSONLEA" trademarks which it considers to
be valuable in distinguishing its buff and compound products from competitive
products.

     The Company also markets a line of plating chemicals, specialty brushes, a
limited line of coated abrasives, abrasive cutoff wheels and industrial
aerosols manufactured for it by third parties, and manufactures and markets a 
line of idler rollers, its Load Runners(R) product line, for use by 
manufacturers of material handling and other equipment.  Load Runners(R) are 
low friction heavy-duty metal rollers designed to carry radial and thrust loads
in all kinds of industrial conditions.

     The Company's precision components businesses produce metal products for a
wide variety of industries and OEM applications.  These businesses were
acquired on November 23, 1993 in connection with the acquisition of Koller
Industries Incorporated.

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JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


     Koller Stamped Components produces small, high quality, progressive die
stampings for high volume applications.  It is the world's largest manufacturer
of VHS cassette reel leaf springs, producing annually nearly one billion of
these springs for customers on a worldwide basis.  The stamping operation is
also a major supplier to small engine manufacturers, electric motor
manufacturers and cookware producers.

     Advance Wire Products serves a customer group similar to Koller Stampings
but with formed wire components.  Advance Wire utilizes four-slide technology
to form both round wire and flat stock into a variety of shapes and uses.
These products are sold to a broad spectrum of U.S. industry including toys,
appliances, packaging, construction products, automobiles and lawn and garden.
A unique product line produced and marketed through Advance Wire Products is
the West Haven Buckle business.  This product line includes a variety of metal
and plastic buckles for the medical and apparel industries.

     The Assembled Products Group manufactures small, high volume assemblies
for the outdoor power and medical industries.

     Metalex is the largest manufacturer of expanded metal products in the
United States.  Expanded metal is found in a variety of uses including patio
furniture, truck and automotive air filters and building construction products.

     During 1994, 1995 and 1996 industrial products accounted for approximately
35%, 32% and 30%, respectively, of the Company's total sales.

MARKETS AND MARKETING

     MOTOR VEHICLE PRODUCTS.  The Company believes that its Janesville Products
unit is the leading domestic manufacturer of nonwoven fiber insulation for
automotive use.  Janesville markets its insulation through independent sales
representatives and in-house salespersons.  While the Company's actual
customers are primarily automotive carpeting suppliers and trim fabricators,
the type of insulation used by a supplier is generally specified by the
automotive manufacturer.  Therefore, the Company's sales representatives and
in-house sales and engineering staffs spend considerable time working directly
with the automobile companies during the design phase for a new automobile to
design a type of insulation which the Company can provide.  After the type of
insulation is specified, it is rarely changed once an automobile goes into
production.  Janesville is a leading supplier to all of the major carpeting
suppliers for the automobile industry.  Janesville's insulation products are
used by Ford, General Motors and Chrysler and by Honda, Nissan, Toyota, Diamond
Star (Mitsubishi), Mazda and Isuzu, at their U.S. assembly facilities.

Sackner's automotive products fall into three primary categories:

      Dielectric and other padding used in door panels and seats.  These items
      are generally sold as Tier 2 or Tier 3 components to interior trim
      fabricators.


      Door insert subassemblies comprised of either a fabric cover over a
      substrate and dielectric or foam pad, or a fabric over a thermoformable
      nonwoven substrate.  These units provide a decorative and soft contrast
      to the molded hard plastic door panels in certain models.  They are sold
      as a Tier 2 component to a door system assembler.

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JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


      Substrate material utilized in a proprietary headliner system developed
      in conjunction with a Tier 1 supplier for General Motors and Chrysler
      products.

     Both Sackner and Janesville also sell a number of related products outside
the automotive industry for furniture, industrial and appliance applications.

     Approximately fifty percent of Milsco's sales are to Harley-Davidson.
Milsco has been the sole supplier of original equipment seats to
Harley-Davidson for over sixty years; Harley is Jason's largest customer.  In
addition to seats for Harley's motorcycles, Milsco also manufactures saddle
bags and other accessories, plus a wide variety of seats and other products
sold to Harley-Davidson for the after market.

     Milsco's major customers in addition to Harley include John Deere, Case,
Caterpillar, Toro and Jacobsen.  The Company designs and manufactures seats for
these customers that are used on tractor backhoes, forklift trucks, lawn
tractors, front end loaders, agricultural tractors and a variety of other
units.

     In 1996 approximately 54% of the Company's motor vehicle products sales
were made to five customers.

     POWER GENERATION PRODUCTS.  The Company believes that it is the leading
U.S. manufacturer of silencing equipment and auxiliary equipment packages for
gas turbine installations and a leading producer of waste heat recovery boilers
and diverter dampers.  The market for gas turbine power plants throughout the
world, which is the driving force in the Company's power generation business,
continued to be dominated in 1996 by Asia.  The most active markets in Asia in
1996 were China, Thailand, India, South Korea and Indonesia.  Approximately 64%
of total power generation sales were outside of the U.S. and 43% were to Asia.

     Jason services the gas turbine equipment market with sales offices and
manufacturing capabilities in the U.S., in the Far East and in Europe; it is
the only company in its industry with this breadth of capability.  The
relationships which Braden established in the Far East over the last several
years were particularly critical to their 1996 performance and have also been a
big benefit to Deltak since its acquisition.  In addition, Deltak's joint
venture in China provides the Company with a competitive advantage in the very
active Chinese power generation market.

     Turbine manufacturers typically design and manufacture the turbine itself
but rely on outside suppliers for silencing equipment, diverter dampers,
boilers and other auxiliary equipment.  In recent years the turbine producers
have moved towards providing only functional specifications to their equipment
suppliers thereby increasing the design responsibility of the equipment
manufacturer and consequently the proprietary nature of the business.  Braden
designs and manufactures its equipment at its Tulsa, Oklahoma and Ft. Smith,
Arkansas facilities and designs its diverter dampers at its facility in
Heerlen, the Netherlands.  Deltak designs and manufacturers its equipment at
four facilities in the Minneapolis/St. Paul, Minnesota area.

     The Company believes it is also a leader in the market for architectural
electromagnetic shielding systems.  The Company designs and manufactures these
systems and erects them through its construction subsidiary.  A patent for an
integrated magnetic and radio frequency shield has enhanced the Company's
position in this field.  The shielding market is serviced direct and through a
limited number of manufacturer's representatives.

     In 1996 approximately 40% of the Company's power generation products sales
were made to four customers.

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JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


     INDUSTRIAL PRODUCTS.  The Company believes that it is the leading supplier
of industrial power brushes in the United States.  It markets its power and
maintenance brushes through a network of approximately 400 industrial
distributors in North America which maintain a total of approximately 700
outlets.  These distributors sell a variety of maintenance and repair items,
but typically do not sell items competitive with the Company's products.  The
distributors sell the Company's products to a large variety of businesses in
many industries.  The Company sells its products to its distributors at 10 to
50% discounts from published list prices and gives its distributors limited
rights to return a portion of unsold goods.  The Company maintains a force of
technically trained field representatives who both train the Company's
distributors in the proper use of its brushes and assist the end users of the
Company's brushes in meeting their product finishing needs.

     The Company believes that it is the leading supplier of industrial buffs
and buffing compound in the United States.  The Company markets its buffing
compounds nationally.  Manufacturers of plumbing fixtures, door hardware,
cookware, silverware, motorcycle and automotive components are the primary
customers for the Company's buffing products.  The Company's Taiwanese and
Chinese joint ventures continue to produce products mostly for their local
markets.

     The Company markets its buffing products through a direct sales force and
independent manufacturer's representatives.  Its independent manufacturer's
representatives generally do not handle competitive products.

     JacksonLea has regional operations in the Northeast, the Southeast, the
Midwest and the West, the only U.S. buffing wheel and compound manufacturer
that can provide this kind of customer service.

     The Company sells its Load Runners(R) through independent distributors
which maintain approximately 1,000 outlets in the United States and Canada.  It
sells its aerosol products and cutoff wheels through its network of brush
distributors, its plating chemicals through two direct salespeople plus
distributors and its coated abrasives through its buff distribution channels.

     The majority of precision components products are made to customer orders
and specifications.  These products include job shop stampings, wire forms,
mechanical and electrical assemblies and made-to-order components fabricated
from expanded metal.  The majority of these products are brought to the
marketplace through a network of technically proficient manufacturing
representatives and in-house direct sales people who have a strong knowledge of
fabrication processes.  Precision components engineering may adapt or offer
value enhancing modifications, but the basic design responsibility lies with
the customer.

     Precision components product lines such as Keane stucco trim components
and stock size sheets of expanded metal are marketed through distributors who
in most cases provide distribution and sales services.  Design responsibility
for these product lines is internal to the precision components group and in
most cases is protected with patents, copyrights and brand name identification.
Although the product lines are very narrow in scope, they provide the precision 
components group a dominant position in niche markets.



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JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


     The growth in the Company's precision components made-to-order (job shop)
products such as stampings and wire forms has come from major customer
corporations' restructuring activities.  Automotive, computer and
electric/electronic equipment
manufacturers continue to move away from vertical integration to reduce their
fixed costs.  Another major driver to growth in this business has been the
localization effort by United States operations of foreign corporations
(particularly Japanese automobile producers) attempting to increase U.S.
content of their products.

     The precision components group comes to the marketplace as the Jason
Components Group while maintaining strong trade identity of Metalex (expanded
metal), Keane (stucco metal trim), Advance Wire Products (wire forms), West
Haven Buckle, Koller (stampings and video cassette components), Assembled
Products and Natorq (metal to metal seals).  The Company acquired The Koller
Group in late 1993 and has continued the strategy of packaging the capabilities
of the entire organization to the marketplace.  Sales effort is organized to
focus on the specific customer rather than product or market orientation.
Strong customer relationships are developed resulting in "partnership"
agreements and long term sales commitments.

     The customer base for the industrial products segment is very diverse with
no customer accounting for more than 5% of total segment sales.

COMPETITION

     MOTOR VEHICLE PRODUCTS.  The Company sells its insulation and padding in
competition with other suppliers of nonwoven products as well as suppliers of
foam products.  The Company believes that the markets for bonded fiber and foam
padding are smaller than the nonwoven needled fiber insulation and padding
market.  Nonwoven needled fiber insulation is generally superior to
alternatives in cost, and the Company believes that it has superior thermal and
acoustical insulation characteristics as well.  Additionally, the Company
believes that the new molded fiber products provide a fit and finish comparable
to foam.  The Company also believes that the ever-increasing desire and demand
for environmentally friendly and recycled materials favors the type of raw
materials it uses and the products it produces.

     The Company competes with other suppliers of nonwoven needled fiber
insulation and padding primarily on the basis of the price of its product,
quality, and its ability to engineer solutions for automotive designers.  The
Company believes that none of its competitors has a higher quality rating with
any of the four primary automotive carpet suppliers or the domestic automotive
OEMs.  Product development expenditures over the past several years have
resulted in new product introductions.  Continued major investment in product
development is expected in 1997.  The Company also believes that its multiple
plant locations and their proximity to its customers' facilities allow it to
reduce shipping costs and supply its customers on a "just in time" basis more
effectively than its competitors.

     The Company has not experienced significant foreign competition in its
trim product market and does not expect increased import competition in the
U.S. market because shipping costs place foreign competitors at a price 
disadvantage.  The Company operates a majority owned Hermosillo, Sonora, Mexico 
facility to service the Mexican automotive market and a majority owned German 
operation, Suroflex GmbH, to service the European automotive market.  (See 
"Products" and "New Acquisitions.")

     As mentioned above, Milsco has been the sole supplier of original
equipment seats to Harley-Davidson for over sixty years.  Milsco also
manufactures saddle bags and other accessories, plus a wide variety of seats
and other products sold to Harley-Davidson

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JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


for the after market.  They have maintained this competitive position by
providing style and design capabilities, competitive prices and on-time
delivery.

     The Company also designs and manufactures seats for tractor backhoes,
skid-steer loaders, forklift trucks, lawn tractors, front end loaders,
agricultural tractors and a variety of other units.  Competition for this
portion of Milsco's market is fragmented and is principally based on quality,
engineering, design, price and delivery.

     The Company is unique among seating manufacturers in that it does
everything from research and development to cushion construction (foam-in-place
and integral-skin foam techniques), vinyl forming, sewing (cloth, vinyl and
leather), metal fabrication and assembly.   Current employment is approximately
370, with over 40 individuals committed to the engineering effort.  Milsco's
technical skills cover mechanical, electrical and chemical engineering as well
as industrial design.  The Company has a long list of patents, covering
mechanical as well as foam seating innovations.

     POWER GENERATION PRODUCTS.  The Company sells its equipment in competition
with other equipment suppliers.  Braden is a major supplier of exhaust
silencing systems to General Electric, Westinghouse, Asea-Brown Boveri and
Siemens (the major gas turbine producers in the world) and to Stewart and
Stevenson who packages gas turbine power plants.  Deltak sells its products
either directly to the OEM's, to engineering/construction firms or directly to
the operator of the installation, a utility or an independent power producer.
The Company believes that its experience in product design and its experience
in doing business in the power generation industry worldwide as well as its
high level of quality control differentiate it from its competitors.

     The Company sells its shielding product line in competition with several
other suppliers of approximately the same size and one supplier that is larger.
The Company attempts to differentiate itself from its competitors through
innovative design, high quality and on-time delivery.

     INDUSTRIAL PRODUCTS.  The Company believes that it is the leading domestic
supplier of industrial power brushes.  The Company competes with many
manufacturers of maintenance brushes.

     The Company competes with other brush manufacturers primarily on the basis
of quality, service and price.  The Company believes that its comprehensive
network of distributors, supported by its technically trained field
representatives, provides it with a significant competitive advantage for all
of its product lines.  Its field representatives enable the Company to provide
the end users of its brushes continuing support and assistance in meeting their
product finishing needs.  The Company licenses its brush manufacturing
technology and the Osborn trademark in the European and South American markets
and receives modest royalties from these arrangements.

     The Company competes with many different suppliers of buffs and buffing
compounds on the basis of price, quality and service.  The Company feels that
its ability to solve its customers' buffing problems through the proper design
and application of buffing wheels and compound and its willingness to provide 
continuing in-plant service for its customers make its products highly 
competitive.

     The Company does not experience significant foreign competition in most
areas of its domestic power and maintenance brush and buff markets.

                                    - 10 -

<PAGE>   11

JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


     Competition for the Company's precision components' products varies
significantly.  Geographic, technological and specific product characteristics
have a major impact on the Company's approach to its competitors.

     The made-to-order (job shop) stamping, wire form, and assembly business is
an extremely fragmented marketplace.  Thousands of U.S. competitors exist, but
the quality of the Company's customer base limits competition to approximately
100 world class job shop competitors.  Particularly in the metal stamping
business, this competition is global in nature and Koller Stamped Components
successfully sells its products to international markets.

     There are less than six significant competitors in the expanded metal
market with the Jason Components Group being dominant in market share.

     Competition in the important VHS reel leaf spring product line is global
in nature.  The Company manufacturers this product primarily in China through
manufacturing relationships.  Reel leaf springs accounted for approximately 5%
of industrial product segment sales in 1996.  The Company has a comprehensive
global patent portfolio covering reel leaf springs.  Since both customers and
competitors are concentrating in China and other Pacific Rim areas, the
enforcement of these proprietary rights is an ongoing challenge, but the
Company has been successful in defending these proprietary rights.
Additionally, the U.S. market is the largest for pre-recorded and high grade
video tapes in the world and since the protection of copyrighted materials such
as movies is a major issue in the United States, the Company has been
successful in protecting its proprietary rights position by maintaining close
relationships with the final user of the foreign produced video cassette, i.e.,
U.S. duplicators or video tape marketers.

SOURCES OF SUPPLY

     Generally, the Company has multiple sources of supply for the important
materials it uses, both foreign and domestic.

NEW ACQUISITIONS

     In October 1996, the Company completed the acquisition of a majority
interest in Suroflex GmbH, a German manufacturer of acoustical insulation
products for the automotive industry.  This acquisition allows Jason and
Suroflex to serve their U.S. and European customers on a worldwide basis.

     Additional information relating to this acquisition is contained in "Note
2 - Acquisitions" which is incorporated into Item 8 of Part II of the report by
reference to the Company's 1996 Annual Report to Shareholders.

     In July, 1996, the Company added to Osborn's already strong position in
the mill brush market with the acquisition of the mill brush business of the
Milwaukee Brush Company.

EMPLOYEES

     The Company currently has approximately 2,146 hourly and 953 salaried
employees.  The Company's work forces at its Conover, Santa Fe Springs, Burns
Flat, Old Fort, Statesville, Miamisburg, Verona, Cincinnati, Fort Smith,
Plymouth, St. Paul, Addison, Libertyville and Wheeling locations are nonunion.
Its work forces at its three Norwalk plants and two Grand Rapids plants are
represented by the Amalgamated

                                    - 11 -

<PAGE>   12

JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


Clothing and Textile Workers of America.  Its work forces at its Milsco
Milwaukee and Redgranite plants are represented by the United Paperworkers
International.  Its work forces at its Cleveland and Koller Milwaukee plants
are represented by the United Auto Workers.  Its work force at its Tulsa
location is represented by the International Iron Workers.  Its work force at
its Waterbury and Janesville location is represented by the Teamsters.  The
Company believes its relationship with its employees to be good which has had a
positive impact on its productivity.

ENVIRONMENTAL REGULATION

     Like all United States manufacturers, the Company is subject to
environmental regulation with respect to its operations.  The Company believes
that it is operating in substantial compliance with environmental requirements.

BACKLOG

     As of December 27, 1996 and December 29, 1995, the Company's backlogs were
approximately $120.3 million and $106.1 million, respectively.  The December
27, 1996 backlog includes $79.7 million for its power generation business
compared to $69.4 million at December 29, 1995.  The Company expects to fill
substantially all of its December 27, 1996 backlog by the end of 1997.

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 automotive trim
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
industrial products.



                                    - 12 -

<PAGE>   13

JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


ITEM 2. PROPERTIES

     The following table sets forth information with respect to the Company's
principal facilities.  These facilities have approximately 2.5 million square
feet of floor space and, unless otherwise indicated, the Company owns these
facilities.  The Company believes that its current facilities are suitable and
adequate to meet its current and anticipated future needs.  Substantially all
of the Company's facilities are operating at normal levels based on capacity.

CORPORATE HEADQUARTERS:
     Milwaukee, Wisconsin  (1)

MOTOR VEHICLE PRODUCTS:

   JANESVILLE PRODUCTS
     Norwalk, Ohio  (4)
     Old Fort, North Carolina  (1)
     Miamisburg, Ohio  (1)
     Burns Flat, Oklahoma  (1)
     Janesville, Wisconsin  (1)
     Hermosillo, Sonora, Mexico

   SUROFLEX GMBH
     Sulzbach-Rosenberg, Germany

   MILSCO MANUFACTURING COMPANY
     Milwaukee, Wisconsin
     Redgranite, Wisconsin
     Coventry, England  (1)

   SACKNER PRODUCTS
     Grand Rapids, Michigan  (2)
     Statesville, North Carolina  (1)
     Verona, Mississippi  (1)
     Los Angeles, California  (1)

POWER GENERATION PRODUCTS:

   JASON POWER SYSTEMS GROUP
     Tulsa, Oklahoma  (1)

   BRADEN MANUFACTURING
     Tulsa, Oklahoma  (2)
     Fort Smith, Arkansas  (5)
     Heerlen, The Netherlands  (1)
     Singapore  (1)

   DELTAK
     Plymouth, Minnesota  (3)
     St. Paul, Minnesota  (1)
     Shenzhen, Peoples Republic of China  (1)

                                    - 13 -

<PAGE>   14

JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


INDUSTRIAL PRODUCTS:

   JACKSONLEA
     Conover, North Carolina
     Santa Fe Springs, California  (1)
     Waterbury, Connecticut  (1)
     Cincinnati, Ohio  (1)
     Mississauga, Ontario, Canada  (1)
     Shanghai, Peoples Republic of China  (1)

   JASON COMPONENTS GROUP
     Hartland, Wisconsin  (1)

   Koller Manufacturing
     Milwaukee, Wisconsin (1)
     Wheeling, Illinois  (1)
     Shenzhen, Peoples Republic of China  (1)

   Advance Wire Products
     Addison, Illinois  (1)

   Metalex
     Libertyville, Illinois  (1)

   OSBORN MANUFACTURING
     Cleveland, Ohio
     Nogales, Sonora, Mexico  (1)


(1)  Leased
(2)  2 Plants -- Both leased
(3)  2 Plants , 1 office -- 2 leased
(4)  3 Plants , 1 office -- 2 leased
(5)  2 Plants, 1 leased

                                    -14 -

<PAGE>   15

JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


ITEM 3. LEGAL PROCEEDINGS

     As of December 27, 1996 the Company was not subject to any material legal
proceedings.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
        HOLDERS

     No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the year ended December 27, 1996.



                                    PART II



ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
        RELATED SHAREHOLDER MATTERS


     (a)  and  (b) The information set forth in the "Common Stock Market
Prices" section appearing on Page 28 of the Company's 1996 Annual Report to
Shareholders is incorporated by reference in this Form 10-K Annual Report.  The
Company's stock is traded on The NASDAQ Stock Market under the symbol JASN.

     (c) The Company's current financing agreements contain restrictions on the
payment of dividends as more fully described in Note 6 of the Notes to
Financial Statements, which appears on pages 21-22 of the Company's 1996 Annual
Report to Shareholders and which is incorporated by reference in this Form 10-K
Annual Report.


ITEM 6. SELECTED FINANCIAL DATA

     The selected financial data for the five years ended December 27, 1996
which appears on page 27 of the Company's 1996 Annual Report to Shareholders is
incorporated by reference in this Form 10-K Annual Report.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
        OF OPERATIONS AND FINANCIAL CONDITION

     The information set forth under Management's Discussion and Analysis of
Results of Operations and Financial Condition which appears on pages 14 through
16 of the Company's 1996 Annual Report to Shareholders is incorporated by
reference in this Form 10-K Annual Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements, together with the report thereon of Price
Waterhouse LLP dated January 31, 1997 which appear on pages 17 through 26 of
the Company's 1996 Annual Report to Shareholders, including Note 12 (Interim
Financial Information, Unaudited) are incorporated by reference in this Form
10-K Annual Report.


                                    - 15 -

<PAGE>   16

JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
        ON ACCOUNTING AND FINANCIAL DISCLOSURE

     None.



                                    PART III



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
         REGISTRANT

     The information on pages 2 and 3 of the Company's Proxy Statement, dated
March 14, 1997, under "Nominees for Election as Directors" and "Executive
Officers" is incorporated by reference in this Form 10-K Annual Report.


ITEM 11. EXECUTIVE COMPENSATION

     The information on pages 4 through 6 of the Company's Proxy Statement,
dated March 14, 1997, under "Executive Compensation" is incorporated by
reference in this Form 10-K Annual Report.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT

     The information on page 7 of the Company's Proxy Statement, dated March
14, 1997, under "Security Ownership" is incorporated by reference in this Form
10-K Annual Report.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information on page 8 of the Company's Proxy Statement, dated March
14, 1997, under "Certain Transactions" is incorporated by reference in this
Form 10-K Annual Report.



                                    PART IV



ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

      1.   FINANCIAL STATEMENTS.  The following financial statements of
           the Company, included on pages 17 through 26 of the Company's Annual
           Report to Shareholders for the fiscal year ended December 27, 1996,
           are incorporated by reference in Item 8.


                                    - 16 -
<PAGE>   17

JASON INCORPORATED FORM 10-K FOR FISCAL YEAR ENDED 12/27/96


             Consolidated Statements of Income - years ended December 27, 1996,
             December 29, 1995 and December 30, 1994.

             Consolidated Statements of Shareholders' Equity - years ended
             December 27, 1996, December 29, 1995 and December 30, 1994.

             Consolidated Balance Sheets - as of December 27, 1996 and December
             29, 1995

             Consolidated Statements of Cash Flows - years ended December 27,
             1996, December 29, 1995 and December 30, 1994.

             Notes to Consolidated Financial Statements.

             Report of Independent Accountants.


      2.     FINANCIAL STATEMENT SCHEDULE:

             A Financial Statement Schedule for the years ended December 27,
             1996, December 29, 1995 and December 30, 1994.

             Report of Independent Accountants on Financial Statement Schedule

             Schedule II Valuation and Qualifying Accounts and Reserves

                  All other schedules for which provision is made in the
             applicable accounting regulation of the Securities and Exchange
             Commission are not required under the related instructions, are
             inapplicable or the required information is shown in the financial
             statements or notes thereto, and therefore have been omitted.



                                    - 17 -
<PAGE>   18
         3.      Exhibits:

                 3.1      Articles of Incorporation of the Company.

                 3.2      Agreement and Plan of Merger between the Company
(formerly known as Jason Merger Corp.) and its predecessor Jason Incorporated,
a Delaware corporation.

                 3.3      By-Laws of the Company.

                 4.1      Specimen Common Stock certificate.

                 10.1     Lease Agreement, dated August 30, 1985, between
Norwalk Community Development Corporation and AMCA International Corporation;
Assignment and Assumption of Lease dated December 31, 1985 between the Company
and AMCA International Corporation.

                 10.2     Lease between Donald W. Helgeson and Amtel, Inc.
dated July 1, 1986 of premises located in Janesville, Wisconsin; Assignment and
Assumption of Lease dated December 31, 1985 between Jason Incorporated and
Amtel, Inc.

                 10.3     Assignment and Assumption of Lease of property
located in Santa Fe Springs, California dated December 31, 1985 between AMCA
International Corporation and Jason Incorporated (copy of lease attached).

                 10.4     Jason Incorporated Deferred Compensation Plan for
Employees dated September 26, 1986.

                 10.5     Jason Employee Savings and Profit Sharing Plan
effective January 1, 1986.

                 10.6     Jason Incorporated Management Incentive Compensation
Plan effective January 1, 1987.

                 10.7     Jason Incorporated Key Executive Incentive
Compensation Plan effective January 1, 1987.

                 10.8     Lease of property located in Old Fort, North Carolina
dated June 10, 1988.
<PAGE>   19

                 10.9     Jason Incorporated 1987 Nonqualified Stock Option
Plan dated April 16, 1987 as amended and restated January 30, 1989.

                 10.10    Jason Employee Savings and Profit Sharing Plan
Modifications:  subsection 7.3(a) of Article VII, section 7.2 of Article VII,
section 2.1, section 3.1, section 4.2, section 2.2, section 2.3, section 2.1,
section 6.4 and section 3.7.

                 10.11    Sublease Agreement dated September 1, 1988 between
Midwestern Oklahoma Development Authority and Jason Incorporated for the Burns
Flat, Oklahoma facility.

                 10.12    Lease Agreement dated June 21, 1988 between Southview
Business Center, Ltd. and Janesville Products Co. for the Norwalk, Ohio
offices.

                 10.13    Jason Incorporated Note Agreement dated as of October
1, 1989 re:  $10,000,000 10.60% Senior Subordinated Notes Due October 15, 2000.

                 10.14    Lease Agreement dated October 9, 1985 between Braden
Steel Corporation and AMCA International Corporation; assumed by Jason
Incorporated June 30, 1989.

                 10.15    Lease Agreement dated October 15, 1988 between Ron T.
Miller and AMCA International Corporation; assumed by Jason Incorporated June
30, 1989.

                 10.16    Commercial Lease and Deposit Receipt dated January
28, 1991 between Braden Manufacturing and Pine Bluff Warehouse Company.

                 10.17    Purchase and Sale Agreement dated June 28, 1991 for
the purchase of the assets of Sackner.

                 10.18    Purchase and Sale Agreement dated May 31, 1991 for
the purchase of the assets of Lea.

                 10.19    Purchase and Sale Agreement dated June 21, 1991 for
the purchase of the assets of Schroeder.

                 10.20    Lease Agreement between Metrio Technology
International B.V.V.A. and Braden-Metrio B.V.





                                       2
<PAGE>   20

                 10.21    Second Amendment to Lease Agreement between Southgate
Eureka Associates Limited Partnership and Jason Incorporated.

                 10.22    Lease between First National Bank of Fort Smith,
Arkansas and Braden Manufacturing, a Unit of Jason Incorporated.

                 10.23    Lease Agreement between Southview Business Center,
Ltd. and Janesville Products Co.

                 10.24    Lease between Schroeder Industries, Inc., to be known
as SI Properties, Inc., and Jason Incorporated.

                 10.25    Lease between Arrowhead Corporation and Jason
Incorporated dated January 23, 1991.

                 10.26    Lease between Arrowhead Corporation and Jason
Incorporated dated April 1, 1992.

                 10.27    Credit Agreement by and among Jason Incorporated, The
First National Bank of Chicago and The First National Bank of Boston, as
amended.

                 10.28    Note Agreements dated as of November 15, 1992 re:
$16,000,000 7.65% Senior Secured Notes due December 1, 2002.

                 10.29    Stock Purchase Agreement between the Company and the
majority stockholders of Koller Industries, Inc.

                 10.30    Stock Purchase Agreement between the Company and the
minority stockholders of Koller Industries, Inc.

                 10.31    Agreement and Plan of Merger between Jason Minnesota
Incorporated and DLTK, Inc. relating to the acquisition by the Company of all
of the outstanding capital stock of Deltak Corporation.

                 10.32    Form of Stock Purchase Agreement executed by the
Company in connection with the January 1994 private placement of common stock.

                 10.33    Lease for the facility at 6800 West Calumet Road,
Milwaukee, WI.





                                       3
<PAGE>   21

                 10.34    Lease for the facility at 1530 Artaius Parkway,
Libertyville, IL.

                 10.35    Lease for the facility at 140 South Mitchell Court,
Addison, IL.

                 10.36    Lease for the facility at 466 and 468 Diens Drive,
Wheeling, IL.

                 10.37    Lease for the facility at 7842 North Faulkner Road,
Milwaukee, WI.

                 10.38    Purchase and Sale Agreement between the Company and
Milsco Manufacturing Company.

                 10.39    Form of Convertible Note issued by the Company in
connection with the Purchase and Sale Agreement with Milsco Manufacturing
Company.

                 13.1     Portions of the Annual Report to Shareholders for the
Year Ended December 27, 1996.

                 21.1     Subsidiaries

                 23.1     Consent of Price Waterhouse

                 24.1     Power of Attorney

                 28.1     Amended and Restated Shareholder Voting Agreement
between Vincent Martin and Mark Train dated as of April 14, 1987.

(b)      Reports on Form 8-K.

(c)      Exhibits.

         The response to this portion of Item 14 is submitted as a separate
section of this report.

(d)      Financial Statement Schedules.





                                       4
<PAGE>   22





                      Report of Independent Accountants on
                          Financial Statement Schedule


To the Board of Directors
of Jason Incorporated


Our audits of the consolidated financial statements referred to in our report
dated January 31, 1997 appearing on page 26 of the 1996 Annual Report to
Shareholders of Jason Incorporated (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item 14(a)
of this Form 10-K.  In our opinion, this Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read
in conjunction with the related consolidated financial statements.




Price Waterhouse LLP
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
January 31, 1997
<PAGE>   23
                     SCHEDULE II - VALUATION AND QUALIFYING
                             ACCOUNTS AND RESERVES

                             (thousands of dollars)


<TABLE>
<CAPTION>
                                                               Additions
                                                         -----------------------------
                                      Balance At         Charged to        Acquired                    Balance At
                                      Beginning            Costs          Allowances                       End
                                      of Year            and Expenses    and Reserves    Deductions      of Year    
                                      -----------        ------------    ------------    ----------    ----------
<S>                               <C>                       <C>              <C>         <C>         <C>
Year ended December 27, 1996
----------------------------

Allowance for doubtful accounts    $     2,717               392                -         (1,061)     $      2,048


Year ended December 29, 1995
----------------------------

Allowance for doubtful accounts    $     2,108               741               23           (155)     $      2,717


Year ended December 30, 1994
----------------------------

Allowance for doubtful accounts    $     1,608               606              487           (593)     $      2,108
                                                                                                                  
</TABLE>
<PAGE>   24

                                   SIGNATURES

                 Pursuant to the requirements of Section 13 or 15(d) 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

                                        BY    /s/ Vincent L. Martin
                                           -----------------------------
                                           Vincent L. Martin, 
                                           Chief Executive Officer

                                        Date:  March 21, 1997





                                       5
<PAGE>   25

                               POWER OF ATTORNEY

                 KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Vincent L. Martin and Mark
Train, and each of them, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this report and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, were there or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

                 Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
       Signature                                   Title                              Date
       ---------                                   -----                              ----
<S>                                   <C>                                       <C>
/s/ Vincent L. Martin                 Chairman of the Board,                    March 21, 1997
--------------------------            Chief Executive Officer and Director 
    Vincent L. Martin                 (Principal Executive Officer)             
                                      

/s/ Mark Train                        
                                      President, Secretary, Treasurer and       March 21, 1997
--------------------------            Director (Principal Financial and                       
    Mark Train                        Accounting Officer)              
                                      

/s/ Wayne C. Oldenburg                Director                                  March 21, 1997
--------------------------                                                                    
    Wayne C. Oldenburg

/s/ Wayne G. Fethke                   Director                                  March 21, 1997
--------------------------                                                                    
    Wayne G. Fethke


/s/ Frank W. Jones                    Director                                  March 21, 1997
--------------------------                                                                    
    Frank W. Jones

/s/ David J. Drury                    Director                                  March 21, 1997
--------------------------                                                                    
    David J. Drury
</TABLE>





                                       6
<PAGE>   26

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit                                                        Sequential Page
Number                                                              Number     
-------                                                       -----------------
<S>              <C>                                                <C>
 3.1             Articles of Incorporation of                       (11)
                 the Company, as amended

 3.2             Agreement and Plan of Merger                       (11)
                 between the Company (formerly
                 known as Jason Merger Corp.) and its
                 predecessor, Jason Incorporated,
                 a Delaware corporation

 3.3             By-Laws of the Company                             (11)

 4.1             Specimen Common Stock                              (1)
                 certificate

10.1             Lease Agreement, dated                             (1)
                 August 30, 1985 between Norwalk
                 Community Development Corpo-
                 ration and AMCA International
                 Corporation; Assignment and
                 Assumption of Lease dated
                 December 31, 1986 between the
                 Company and AMCA International
                 Corporation

10.2             Lease between Donald W. Helgeson                   (1)
                 and Amtel, Inc. dated July 1, 1986
                 of premises located in Janesville,
                 Wisconsin; Assignment and Assumption
                 of Lease dated December 31, 1985
                 between Jason Incorporated and
                 Amtel, Inc.
</TABLE>





                                       7
<PAGE>   27

<TABLE>
<S>              <C>                                                <C>
10.3             Assignment and Assumption of                       (1)
                 Lease of property located in
                 Santa Fe Springs, California
                 dated December 31, 1985 between
                 AMCA International Corporation
                 and Jason Incorporated (copy of
                 lease attached).

10.4             Jason Incorporated Deferred                        (1)
                 Compensation Plan for Employees
                 dated September 26, 1986.

10.5             Jason Employee Savings & Profit                    (1)
                 Sharing Plan effective January 1, 1986.

10.6             Jason Incorporated Manage-                         (1)
                 ment Incentive Compensation
                 Plan effective January 1, 1987.

10.7             Jason Incorporated                                 (1)
                 Executive Incentive Compensation
                 Plan effective January 1, 1987.

10.8             Lease of property located in                       (3)
                 Old Fort, North Carolina
                 dated June 10, 1988.

10.9             Jason Incorporated 1987                            (3)
                 Nonqualified Stock Option Plan
                 dated April 16, 1987 as amended
                 and restated January 30, 1989.

10.10            Jason Employee Savings and Profit                  (3)
                 Sharing Plan Modifications:
                 subsection 7.3(a) of Article VII,
                 section 7.2 of Article VII, section 2.1,
                 section 3.1, section 4.2, section 2.2,
                 section 2.3, section 2.1, section 6.4 and
                 section 3.7
</TABLE>





                                       8
<PAGE>   28

<TABLE>
<S>              <C>                                                <C>
10.11            Sublease Agreement dated                           (3)
                 September 1, 1988 between
                 Midwestern Oklahoma Development
                 Authority and Jason Incorporated
                 for the Burns Flat, Oklahoma facility.

10.12            Lease Agreement dated                              (3)
                 June 21, 1988 between
                 Southview Business Center, Ltd.
                 and Janesville Products Co.
                 for the Norwalk, Ohio offices.

10.13            Jason Incorporated Note Agreement                  (5)
                 dated as of October 1, 1989 re:
                 $10,000,000 10.60% Senior
                 Subordinated Notes Due
                 October 15, 2000.

10.14            Lease Agreement dated                              (5)
                 October 9, 1985 between
                 Braden Steel Corporation
                 and AMCA International Corporation;
                 assumed by Jason Incorporated
                 June 30, 1989.

10.15            Lease Agreement dated                              (5)
                 October 15, 1985 between
                 Ron T. Miller and AMCA International
                 Corporation; assumed by
                 Jason Incorporated June 30, 1989.

10.16            Commercial Lease and Deposit Receipt               (6)
                 dated January 28, 1991 between Braden
                 Manufacturing and Pine Bluff Warehouse
                 Company.
</TABLE>





                                       9
<PAGE>   29

<TABLE>
<S>              <C>                                                <C>
10.17            Purchase and Sale Agreement dated                  (7)
                 June 28, 1991 for the purchase of
                 the assets of Sackner.

10.18            Purchase and Sale Agreement dated                  (7)
                 May 31, 1991 for the purchase of                   
                 the assets of Lea.                                 
                                                                    
10.19            Purchase and Sale Agreement dated                  (7)
                 June 21, 1991 for the purchase of
                 the assets of Schroeder.

10.20            Lease Agreement between Metrio                     (8)
                 Technology International B.V.V.A.
                 and Braden-Metrio B.V.

10.21            Second Amendment to Lease Agreement                (8)
                 between Southgate Eureka Associates
                 Limited Partnership and Jason
                 Incorporated.

10.22            Lease between First National Bank                  (8)
                 of Fort Smith, Arkansas and Braden
                 Manufacturing, a Unit of Jason
                 Incorporated.

10.23            Lease Agreement between Southview                  (8)
                 Business Center, Ltd. and
                 Janesville Products Co.

10.24            Lease between Schroeder Industries,                (8)
                 Inc., to be known as SI Properties,
                 Inc., and Jason Incorporated.

10.25            Lease between Arrowhead Corporation                (8)
                 and Jason Incorporated dated
                 January 23, 1991.

10.26            Lease between Arrowhead Corporation                (8)
                 and Jason Incorporated dated
                 April 1, 1992.
</TABLE>





                                       10
<PAGE>   30

<TABLE>
<S>              <C>                                                <C>      
10.27            Credit Agreement by and among Jason                (8)
                 Incorporated, The First National Bank
                 of Chicago and the First National Bank
                 of Boston, as amended.

10.28            Note Agreements dated as of November 15,           (8)
                 1992 re: $16,000,000 7.65% Senior Secured
                 Notes due December 1, 2002

10.29            Stock Purchase Agreement between the               (9)
                 Company and the majority stockholders of
                 Koller Industries, Inc.

10.30            Stock Purchase Agreement between the               (9)
                 Company and the minority stockholders of
                 Koller Industries, Inc.

10.31            Agreement and Plan of Merger between Jason         (10)
                 Minnesota Incorporated and DLTK, Inc. relating
                 to the acquisition by the Company of all of the
                 outstanding capital stock of Deltak Corporation.

10.32            Form of Stock Purchase Agreement executed          (12)
                 by the Company in connection with the
                 January 1994 private placement of common
                 stock.

10.33            Lease for the facility at 6800 West Calumet        (12)
                 Road, Milwaukee, WI.

10.34            Lease for the facility at 1530 Artaius             (12)
                 Parkway, Libertyville, IL.

10.35            Lease for the facility at 140 South Mitchell       (12)
                 Court, Addison, IL.                                
                                                                    
10.36            Lease for the facility at 466 and 468 Diens        (12)
                 Drive, Wheeling, IL.

10.37            Lease for the facility at 7842 North Faulkner      (12)
                 Road, Milwaukee, WI.
</TABLE>





                                       11
<PAGE>   31

<TABLE>
<S>              <C>                                                <C>
10.38            Purchase and Sale Agreement between the            (13)
                 Company and Milsco Manufacturing Company.

10.39            Form of Convertible Note issued by the             (13)
                 Company in connection with the Purchase and
                 Sale Agreement with Milsco Manufacturing
                 Company.

13.1             Portions of the Annual Report to Shareholders 
                 for the year ended December 27, 1996.

21.1             Subsidiaries

23.1             Consent of Price Waterhouse.

24.1             Power of Attorney                                  (14)

28.1             Amended and Restated Shareholder                   (1)
                 Voting Agreement between
                 Vincent Martin and Mark Train
                 dated as of April 14, 1987.
</TABLE>

(1)      Exhibit incorporated by reference to the Company's Registration
Statement filed on Form S-1, Registration No. 33-13717, effective June 16,
1987.

(2)      Exhibit incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 25, 1987.

(3)      Exhibit incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 30, 1988.

(4)      Exhibit incorporated by reference to the Company's Current Report on
Form 8-K dated June 30, 1989.

(5)      Exhibit incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 29, 1989.

(6)      Exhibit incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 28, 1990.





                                       12
<PAGE>   32

(7)      Exhibit incorporated by reference to the Company's Current Report on
Form 8-K filed with the Commission July 12, 1991.

(8)      Exhibit incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 25, 1992.

(9)      Exhibit incorporated by reference to the Company's Current Report on
Form 8-K filed with the Commission December 8, 1993.

(10)     Exhibit incorporated by reference to the Company's Current Report on
Form 8-K filed with the Commission February 15, 1994.

(11)     Exhibit incorporated by reference to the Company's Proxy Statement
dated (and filed with the Commission) March 19, 1993.

(12)     Exhibit incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993.

(13)     Exhibit incorporated by reference to the Company's Current Report on
Form 8-K filed with the Commission January 12, 1995.

(14)     Appears on signature page to this report.





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