UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2011
DREW INDUSTRIES INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 0-13646 | 13-3250533 |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | Identification No.) |
| 200 Mamaroneck Avenue, White Plains, New York | 10601 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code: | (914) 428-9098 |
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant. |
On November 25, 2008, the Company entered into an agreement (the “Credit Agreement”) for a $50.0 million line of credit with JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. (collectively, the “Lenders”). The Credit Agreement, which was scheduled to expire on December 1, 2011, was amended and extended on February 24, 2011, and now expires on January 1, 2016.
On November 25, 2008, the Company entered into a $125.0 million “shelf-loan” facility with Prudential Investment Management, Inc. and its affiliates (“Prudential”). The facility provides for Prudential to consider purchasing, at the Company’s request, in one or a series of transactions, Senior Promissory Notes of the Company in the aggregate principal amount of up to $125.0 million, to mature no more than twelve years after the date of original issue of each Senior Promissory Note. Prudential has no obligation to purchase the Senior Promissory Notes. This facility, which was scheduled to expire on November 25, 2011, was amended and extended on February 24, 2011, and now expires on February 24, 2014. In addition, the “shelf-loan” facility was increased to $150.0 million.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibits
| 10.1 | First Amendment dated February 24, 2011 to the Second Amended and Restated Credit Agreement dated as of November 25, 2008 among Kinro, Inc., an Ohio corporation, and Lippert Components, Inc., a Delaware corporation, the Lenders parties thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent and Lender and Wells Fargo Bank N.A. as Documentation Agent and Lender. |
| 10.2 | Amendment No. 1 dated February 24, 2011 to the Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of November 25, 2008 by and among Prudential Investment Management, Inc. and Affiliates, and Kinro, Inc. and Lippert Components, Inc., guaranteed by Drew Industries Incorporated. |
Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DREW INDUSTRIES INCORPORATED (Registrant) | |||
| By: | /s/ Joseph S. Giordano III | ||
Joseph S. Giordano III | |||
Chief Financial Officer and Treasurer | |||
Dated: February 25, 2011