Drew Industries Inc · 10-K405 · For 12/31/00

Filed On 3/28/01 5:12pm ET   ·   SEC File 1-13646   ·   Accession Number 1005477-1-2240

Annual Report -- [X] Reg. S-K Item 405   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [X] Reg. S-K Item 405                17     97K 
 2: EX-21       Active Subsidiaries of Registrant                      1      5K 
 3: EX-13       Annual Report                                         28    155K 
 4: EX-23       Consent of Independent Auditors                        1      6K 

10-K405   ·   Annual Report -- [X] Reg. S-K Item 405
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Year End
 December 31, 2000

Commission File Number
 0-13646
DREW INDUSTRIES INCORPORATED
(Exact Name of Registrant as Specified in its Charter)

      Delaware                                  13-3250533
(State or other jurisdiction of                   (I.R.S. Employer  
  incorporation or organization)                Identification Number)

 200 Mamaroneck Avenue, White Plains, N.Y. 10601
 (Address of principal executive offices) (Zip Code)

 Registrant's Telephone Number including Area Code: (914) 428-9098
Securities Registered pursuant to Section 12(b) of the Act: None
 Securities Registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)

Check mark indicates whether the Registrant (1) has filed all reports required  
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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|                                                                  

Aggregate market value of voting stock (Common Stock, $.01 par value) held by   
non-affiliates of Registrant (computed by reference to the closing price as of  
March 9, 2001) was $29,436,050                                                  

The number of shares outstanding of the Registrant's Common Stock, as of the    
latest practicable date (March 9, 2001) was 9,656,429 shares of Common Stock.   

 Documents Incorporated by Reference

Annual Report to Stockholders for year ended December 31, 2000 is incorporated  
by reference into Items 6, 7 and 8 of Part II.                                  

Proxy Statement with respect to Annual Meeting of Stockholders to be held on May
16, 2001 is incorporated by reference into Part III.                            

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FORWARD LOOKING STATEMENTS AND RISK FACTORS                                     

     This Form 10-K contains certain statements, including the Company's plans
regarding its operating strategy, its products and performance and its views of 
industry prospects, which could be construed to be forward looking statements   
within the meaning of the Securities Exchange Act of 1934, as amended. These    
statements reflect the Company's current views with respect to future plans,    
events and financial performance. The Company has identified certain risk       
factors which could cause actual plans and results to differ substantially from 
those included in the forward looking statements. These factors include pricing 
pressures due to competition, raw material costs (particularly aluminum, steel, 
vinyl, glass and tires), adverse weather conditions impacting retail sales,     
inventory adjustments by retailers and manufacturers, availability and costs of 
labor, interest rates and the availability of financing for manufactured homes. 
In addition, general economic conditions may affect the retail sale of          
manufactured homes and recreational vehicles.                                   

Item 1. BUSINESS                                                                

Introduction                                                                    

     Drew Industries Incorporated ("Drew" or the "Company") has two reportable
operating segments, the manufactured housing products segment (the "MH Segment")
and the recreational vehicle products segment (the "RV Segment"). Drew's        
wholly-owned subsidiaries Kinro, Inc. ("Kinro") and Lippert Components, Inc.    
("Lippert") have operations in both the MH Segment and the RV Segment, while    
Lippert Tire & Axle, Inc. ("LTA") and Coil Clip, Inc. ("Coil Clip") operate     
entirely within the MH Segment.                                                 

      Kinro manufactures and markets aluminum and vinyl windows for manufactured
homes, and aluminum windows and doors for recreational vehicles. Lippert        
manufactures and markets steel chassis and steel chassis parts and galvanized   
roofing for manufactured homes, and manufactures and markets steel chassis and  
steel chassis parts for recreational vehicles. LTA manufactures and markets new 
axles, and distributes refurbished axles and new and refurbished tires, for     
manufactured homes. Coil Clip produces coil steel and sheet steel components,   
certain of which are supplied to Lippert. Several of the Company's customers    
produce both manufactured homes and recreational vehicles, and the Company      
supplies products having similar characteristics for use in both these lines of 
business.                                                                       

  Since 1980, the Company has acquired ten manufacturers of products for
both manufactured homes and recreational vehicles, expanded its geographic      
market and product lines, added manufacturing facilities, integrated            
manufacturing, distribution and administrative functions, and developed new and 
innovative products. As a result, the Company currently operates 41             
manufacturing facilities in 18 states and Canada, and achieved consolidated     
sales of $288 million for 2000.                                                 

      The Company was incorporated under the laws of Delaware on March 20, 1984,
and is the successor to Drew National Corporation, which was incorporated under 
the laws of Delaware in 1962. The Company's principal executive and             
administrative offices are located at 200 Mamaroneck Avenue, White Plains, New  
York 10601; telephone number (914) 428-9098. The Common Stock of the Company is 
traded on the American Stock Exchange (symbol: DW).                             

Manufactured Housing Products Segment                                           

 The Company's subsidiaries in the MH Segment manufacture and market a
number of components for manufactured homes, including aluminum and vinyl       
windows and screens, steel chassis and steel chassis parts, galvanized roofing, 
and new axles, and the Company distributes refurbished axles and new and        
refurbished tires. In 2000, the MH Segment represented approximately 65% of the 
Company's consolidated sales. The MH Segment also supplies related products to  
other industries, representing less than 5% of sales of this segment.           

  Raw materials used by the Company's MH Segment, consisting of extruded
aluminum and vinyl, glass, various adhesive and insulating components, and      
fabricated steel (coil, sheet, galvanized and I-beam), are available from a     
number                                                                          

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of sources. Used axles and tires, which are refurbished by the Company, are     
purchased from dealers of manufactured homes and independent agents, and their  
availability is subject to competitive pricing. The Company maintains an        
aluminum hedging program under which it purchases future contracts on the London
Metal Exchange to hedge the prices of a portion of its anticipated requirements.

    Operations of the Company's MH Segment consist primarily of fabricating,
welding, painting and assembling components into finished products, and         
refurbishing used axles and tires. The Company's MH Segment operations are      
conducted at 28 manufacturing and warehouse facilities throughout the United    
States, strategically located in proximity to the customers they serve. Three of
these facilities also conduct operations in the Company's RV Segment. See Item  
2. "Properties."                                                                

The Company's manufactured housing products are sold by 15 sales    
personnel, working exclusively for the Company, to major builders of            
manufactured homes such as Champion Enterprises, Clayton Homes, Oakwood Homes,  
Fleetwood Enterprises, and Skyline.                                             

      The Company's MH Segment competes on the basis of price, customer service,
product quality, and reliability. Although definitive information is not readily
available, the Company believes that the two leading suppliers of windows for   
manufactured homes are the Company and Philips Industries, and that the         
Company's market share for windows and screens is more than 40%. The Company's  
manufactured homes chassis and chassis parts operations compete with several    
other manufactures of chassis and chassis parts, as well as with certain        
builders of manufactured homes which produce their own chassis and chassis      
parts. Although definitive information is not readily available, the Company    
believes that its market share for chassis and chassis parts for manufactured   
homes is approximately 10%.                                                     

    The market for refurbished axles and tires is highly fragmented, has low
entry barriers, and is therefore highly competitive. Drew's axle and tire       
refurbishing operation has not performed well over the past several years,      
primarily due to increased competition, which severely affected operating       
margins. At the end of the third quarter of 2000, the Company announced that it 
was studying whether goodwill and fixed assets related to this operation had    
been impaired. Based upon this evaluation, it was determined that goodwill had  
been impaired, resulting in a non-cash charge of $6,897,000, which, along with a
charge of $409,000 for plant closing expenses, were recorded in the fourth      
quarter. In January 2001, the axle and tire refurbishing operation closed two of
its five factories. Although definitive information is not readily available,   
the Company believes that its market share for refurbished and new axles and    
tires is approximately 20%.                                                     

Recreational Vehicles Products Segment                                          

Through its wholly-owned subsidiaries, the Company manufactures and 
markets a number of components for recreational vehicles, including aluminum and
vinyl windows and screens, a variety of doors, steel chassis, and steel chassis 
parts. In 2000, the RV Segment represented approximately 35% of the Company's   
consolidated sales.                                                             

  Raw materials used by the Company's RV Segment, consisting of extruded
aluminum and vinyl, glass, various adhesive and insulating components, and      
fabricated steel (coil, sheet, tube and I-beam), are available from a number of 
sources. The Company maintains an aluminum hedging program under which it       
purchases future contracts on the London Metal Exchange to hedge the prices of a
portion of its anticipated requirements.                                        

    Operations of the Company's RV Segment consist primarily of fabricating,
welding, painting and assembling components into finished products, and         
tempering glass for its own use and for sale to other window manufacturers. The 
Company's RV Segment operations are conducted at 17 manufacturing and warehouse 
facilities throughout the United States, strategically located in proximity to  
the customers they serve. Three of these facilities also conduct operations in  
the Company's MH Segment. See Item 2. "Properties."                             

The Company's recreational vehicles products are sold by 6 sales    
personnel, working exclusively for the Company, to major manufacturers of       
recreational vehicles such as Fleetwood Enterprises, Keystone, Thor Industries  
and Skyline.                                                                    

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The Company's RV Segment operations compete on the basis of price,  
customer service, product quality, and reliability. Although definitive         
information is not readily available, the Company believes that there are       
approximately 10 significant suppliers of windows and doors for recreational    
vehicles, several of which are substantially larger than the Company. The       
Company's recreational vehicles chassis and chassis parts operations compete    
with several other manufactures of chassis and chassis parts, as well as with   
certain manufacturers of recreational vehicles which produce their own chassis  
and chassis parts. The Company's operation as a supplier of chassis and chassis 
parts for recreational vehicles had only a small market share in 1997, but the  
Company's market share has been increasing substantially. Although definitive   
information is not readily available, the Company believes that its market share
for chassis and chassis parts for recreational vehicles is approximateley 20%.  

Regulatory Matters                                                              

   Windows produced by the Company for manufactured homes must comply with
performance and construction regulations promulgated by the United States       
Housing and Urban Development Authority ("HUD") and by the American             
Architectural Manufacturers Association relating to air and water infiltration, 
thermal performance, emergency exit conformance, and hurricane resistance.      
Windows and doors produced by the Company for the recreational vehicle industry 
are regulated by The United States Department of Transportation Federal Highway 
Administration ("DOT"), National Fire and Protection Agency, and the National   
Electric Code governing safety glass performance, egressability, door hinge and 
lock systems, egress window retention hardware, and baggage door ventilation.   

     Manufactured homes are built on steel chassis which are fitted with axles
and tires sufficient in number to support the weight of the home, and are       
transported by producers to dealers via roadway. When the home is installed at  
the site, the axles and tires are usually repurchased and removed by the dealer 
or installer. Regulations promulgated by HUD require the axles to be inspected  
after each use and refurbished or, if necessary, replaced. The Company purchases
from dealers and independent agents, and repairs and refurbishes, used axles and
tires, and markets the refurbished axles and tires to producers of manufactured 
homes.                                                                          

In accordance with regulations promulgated by HUD, refurbished axle 
assemblies distributed by the Company are refurbished in accordance with a      
detailed Quality Control Program formulated by an independent inspection agency.
Compliance with the Quality Control Program is monitored by the inspection      
agency on a monthly basis. All expenses of formulating the program, inspection, 
and monitoring are paid for by the Company. In addition, new and refurbished    
tires distributed by the Company are subject to regulations promulgated by DOT  
and by HUD relating to weight tolerance, maximum speed, size, and components.   

   The Company's operations are also subject to certain federal, state and
local regulatory requirements relating to the use, storage, discharge and       
disposal of hazardous chemicals used during their manufacturing processes.      

  The Company believes that it is currently operating in compliance with
applicable laws and regulations, and does not believe that the expense of       
compliance with these laws and regulations, as currently in effect, will have a 
material effect on the Company's capital expenditures, earnings or competitive  
position.                                                                       

Employees                                                                       

The number of persons employed full-time by the Company and its     
subsidiaries at December 31, 2000 was 2,332. The Company and its subsidiaries   
believe that relations with its employees are good.                             

Other                                                                           

In connection with the spin-off by the Company of Leslie Building   
Products, Inc. ("Leslie Building Products"), now known as "LBP, Inc." ("LBP"),  
and its wholly-owned subsidiary, Leslie-Locke, Inc. ("Leslie-Locke"), now known 
as Prime Acquisition Corp. ("Prime"), which was effective on July 29, 1994, the 
Company and LBP entered into a Shared Services Agreement. Pursuant to the Shared
Services Agreement, the Company and LBP agreed to share certain                 

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administrative functions and employee services, such as management overview and 
planning, tax preparation, financial reporting, coordination of independent     
audit, stockholder relations, and regulatory matters. The Company is reimbursed 
by LBP for such services. For 2000, the Company charged LBP approximately       
$194,000 for such services. The Shared Services Agreement expires December 31,  
2001, and is cancellable by LBP on 60 days' notice.                             

Item 2. PROPERTIES                                                              

   The Company's manufacturing is conducted at buildings that are used for
both manufacturing and warehousing. In addition, the Company maintains          
administrative facilities used for corporate and administrative functions. The  
following is a chart identifying the Company's properties:                      

City                State           Square Feet           Owned      Leased     
----                -----           -----------           -----      ------     

MH PRODUCTS SEGMENT                                                             

Birmingham          Alabama             36,000                          x       

Boaz                Alabama             86,600              x                   

Double Springs      Alabama             62,500                          x       

Phil Campbell       Alabama             53,200              x                   

Ocala               Florida             47,100              x                   

Thomasville         Georgia             70,000                          x       

Fitzgerald*         Georgia             55,300              x                   

Nampa               Idaho               39,500                          x       

Garret              Indiana             21,600              x                   

Goshen              Indiana            100,000              x                   

Goshen              Indiana             58,000              x                   

Goshen              Indiana             68,000              x                   

Middlebury          Indiana             79,400              x                   

Bristol             Indiana             57,500              x                   

Arkansas City       Kansas               7,800                          x       

Bossier City        Louisiana           11,400              x                   

Whitehall           New York            12,700              x                   

Harrisburg          North Carolina      58,000              x                   

Liberty             North Carolina      47,000                          x       

Rockwell            North Carolina      14,000                          x       

Sugarcreek          Ohio                14,500              x                   

Denver              Pennsylvania        72,600              x                   

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City                State           Square Feet           Owned      Leased     
----                -----           -----------           -----      ------     

Dayton              Tennessee          100,000              x                   

Maynardville#       Tennessee           22,000                          x       

Mansfield           Texas               61,500                          x       

Alvarado*           Texas               49,700              x                   

Waco                Texas               36,000              x                   

Lancaster           Wisconsin           12,300              x                   
   ---------

   1,354,200
   =========

* These plants also produce recreational vehicle products.                      
# Closed - January 2001                                                         

City                State           Square Feet           Owned      Leased     
----                -----           -----------           -----      ------     

RV PRODUCTS SEGMENT                                                             

Fontana             California         108,800              x                   

Rialto              California          62,700              x                   

Fitzgerald*         Georgia             23,700              x                   

Goshen              Indiana             50,500              x                   

Elkhart             Indiana             36,600              x                   

Goshen              Indiana             98,000              x                   

Goshen              Indiana             87,800              x                   

Crawfordsville      Indiana             17,800                          x       

Goshen              Indiana             53,000              x                   

Omaha               Nebraska            13,000                          x       

Edgerton            Ohio                12,000                          x       

Pendleton           Oregon              56,800              x                   

Denver              Pennsylvania        10,700              x                   

Alvarado*           Texas               21,300              x                   

Longview            Texas               58,900              x                   

Berkley Springs     West Virginia       53,400              x                   

Ontario             Canada              39,900              x                   
   ---------

     804,900
   =========

* These plants also produce products for manufactured homes.                    

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City                State           Square Feet           Owned      Leased     
----                -----           -----------           -----      ------     

ADMINISTRATIVE                                                                  

Naples              Florida              4,500              x                   

Arlington           Texas                9,400                          x       

White Plains        New York             2,800                          x       
   ---------
      16,700
   =========

      The Company also has a 35,500 square foot building in McAdoo, Pennsylvania
and a 10,400 square foot building in Alma, Michigan which are held for sale.    

Item 3. LEGAL PROCEEDINGS                                                       

On or about December 11, 2000, Lippert Tire & Axle Texas Limited    
Partnership ("LT&A"), an indirect subsidiary of the Company, was served with a  
Summons and Complaint in an action entitled Ace Tire & Axle, Inc. vs. Lippert,  
Tire & Axle Texas Limited Partnership, Terry Winskey and John Penny, pending in 
the United States District Court, Eastern District of Texas (Marshall Division),
Civil Action No. 2:00 CV254-TJW.                                                

     Plaintiff alleges that defendants conspired to fix prices in violation of
Section 1 of the Sherman Antitrust Act under Section 4 of the Clayton Act, as   
well as in violation of Texas antitrust laws. Plaintiff seeks to recover damages
in an unspecified amount, treble damages, and costs of the proceeding. LT&A     
denies the allegations in the Complaint and intends to vigorously defend against
the allegations.                                                                

   The Company is not a party to any other legal proceedings which, in the
opinion of Management, could have a material adverse effect on the Company or   
its consolidated financial position.                                            

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

None.                                                               

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DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                  

  The following tables set forth certain information with respect to the
Directors and Executive Officers of the Company as of December 31, 2000.        

Name                         Position                                           
----                         --------                                           

Leigh J. Abrams              President, Chief Executive Officer and Director    
(Age 58)                   of the Company since March 1984.                 

Edward W. Rose, III          Chairman of the Board of Directors of the Company  
(Age 59)                   since March 1984.                                

David L. Webster             Director of the Company since March 1984.          
(Age 65)                                                                    

L. Douglas Lippert           Director of the Company since November 1997.       
(Age 53)                                                                    

James F. Gero                Director of the Company since May 1992.            
(Age 55)                                                                    

Gene H. Bishop               Director of the Company since June 1995.           
(Age 71)                                                                    

J. Thomas Schieffer          Director of the Company since May 2000.            
(Age 53)                                                                    

Fredric M. Zinn              Chief Financial Officer of the Company since       
(Age 49)                   January 1986. Executive Vice President of the    
      Company since February 2001.

Harvey J. Kaplan             Secretary and Treasurer of the Company since       
(Age 66)                   March 1984.                                      

  LEIGH J. ABRAMS has also been President, Chief Executive Officer and a
Director of LBP since July 1994.                                                

      EDWARD W. ROSE, III, for more than the past five years, has been President
and principal stockholder of Cardinal Investment Company, Inc., an investment   
firm. Mr. Rose also serves as a director of the following public companies:     
Osprey Holding, Inc., previously engaged in selling computer software for       
hospitals; Liberte Investors, Inc., engaged in real estate loans and            
investments; and ACE Cash Express, Inc., engaged in check cashing services.     
Since July 1994, Mr. Rose has also been Chairman of the Board of LBP.           

DAVID L. WEBSTER, since November 1980, has been President and Chief 
Executive Officer of Kinro, Inc., a subsidiary of the Company, and Chairman of  
Kinro, Inc. since November 1984.                                                

L. DOUGLAS LIPPERT, since October 1997, has been President and Chief
Executive Officer of Lippert Components, Inc., a subsidiary of the Company, and 
President of the predecessor of Lippert Components, Inc. since 1978. Mr. Lippert
has also been President of Coil Clip, Inc., a subsidiary of the Company, since  
its acquisition in December 1998 and President of Lippert T&A (formerly Shoals  
Supply, Inc.) a subsidiary of the Company, since September 1999.                

  JAMES F. GERO, since March 1992, has been Chairman and Chief Executive
Officer of Sierra Technologies, Inc., a manufacturer of defense systems         
technologies, and a director of its affiliates. From July 1987 to October 1989, 
Mr. Gero was Chairman and Chief Executive Officer of Varo, Inc., a manufacturer 
of aerospace technology, and from 1985 to 1987, Mr. Gero was President and Chief
Executive Officer of Varo, Inc. Since May 1995, Mr. Gero has been Chairman of   
Clearwire, Inc., a provider and servicer of high-speed Internet access. Mr. Gero
also serves as a director of the                                                

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following public company: Orthofix International, N.V., an international        
supplier of orthopedic devices for bone fixation and stimulation. Since July    
1994, Mr. Gero has also been a Director of LBP.                                 

GENE H. BISHOP, from March 1975 until July 1990, was Chief Executive
Officer of MCorp, a bank holding company, and from October 1990 to November     
1991, was Vice Chairman and Chief Financial Officer of Lomas Financial          
Corporation, a financial services company. From November 1991 until his         
retirement in October 1994, Mr. Bishop served as Chairman and Chief Executive   
Officer of Life Partners Group, Inc., a life insurance holding company. Mr.     
Bishop also serves as a director of the following publicly-owned companies:     
Liberte Investors, Inc., engaged in real estate loans and investments; and      
Southwest Airlines Co., a regional airline.                                     

     J. THOMAS SCHIEFFER, for more than the past five years has been President
and sole stockholder of J. Thomas Schieffer Management Company, engaged in the  
management of financial assets and oil and gas properties, and President and    
sole stockholder of Pablo Operating Company, engaged in the operation of oil and
gas properties. From January 1991 to April 1999, Mr. Schieffer was President of 
the Texas Rangers Baseball Team. Mr. Schieffer is an attorney.                  

FREDRIC M. ZINN was named Executive Vice President of the Company in
February 2001. He has also been Chief Financial Officer of LBP since July 1994. 
Mr. Zinn is a Certified Public Accountant.                                      

    HARVEY J. KAPLAN has also been Secretary and Treasurer of LBP since July
1994. Mr. Kaplan is a Certified Public Accountant.                              

Compliance with Section 16(a) of the Securities Exchange Act                    

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors, and persons who beneficially own
more than ten percent of the Company's equity securities, to file reports of    
ownership and changes in ownership with the Securities and Exchange Commission  
and the American Stock Exchange. Officers, directors and greater than           
ten-percent shareholders are required by SEC regulation to furnish the Company  
with copies of all Section 16(a) forms they file.                               

Based on its review of the copies of such forms received by it, the 
Company believes that during 2000 all such filing requirements applicable to its
officers and directors (the Company not being aware of any ten percent holder   
during 2000 other than Edward W. Rose, III and L. Douglas Lippert, directors of 
the Company) were complied with.                                                

 PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS   
are incorporated by reference to the Company's Annual Report to Stockholders for
the year ended December 31, 2000.                                               

Dividend Information                                                            

   The Company has not paid any cash dividends on its Common Stock. Future
dividend policy with respect to the Common Stock will be determined by the Board
of Directors of the Company in light of prevailing financial needs and earnings 
of the Company and other relevant factors.                                      

      The Company's dividend policy is subject to certain restrictions contained
in its 6.95% Senior Notes and in financing agreements relating to its credit    
facility.                                                                       

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Stock Repurchase                                                                

  During 2000, pursuant to authorizations of its Board of Directors, the
Company repurchased 190,600 shares of its Common Stock in the open market at an 
average price of $8.80 per share for an aggregate cost of $1.7 million. In      
addition, pursuant to an Offer to Purchase, dated May 1, 2000, furnished to all 
stockholders of the Company, the Company repurchased 1,449,425 shares of its    
Common Stock at $8.00 per share for an aggregate of $11.8 million, including    
costs.                                                                          

Item 6. SELECTED FINANCIAL DATA, and Item 7. MANAGEMENT'S DISCUSSION AND        
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS are incorporated by   
reference to the Company's Annual Report to Stockholders for the year ended     
December 31, 2000.                                                              

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK              

The Company is exposed to market risk in the normal course of its   
operations due to its purchases of certain commodities, and its investing and   
financing activities.                                                           

 Certain raw materials, particularly aluminum, vinyl, steel, glass and
tires are subject to price volatility. While effective hedges for most of these 
raw materials are not available, the Company periodically purchases aluminum    
futures contracts to hedge the impact of future price fluctuations on a portion 
of its aluminum raw material requirements. At December 31, 2000, the Company had
no futures contracts outstanding.                                               

     The Company is exposed to changes in interest rates primarily as a result
of its financing activities. At December 31, 2000, the Company had $49.2 million
of fixed rate debt. Assuming a decrease of 100 basis points in the interest rate
for borrowings of a similar nature, which the Company becomes unable to         
capitalize on in the short-term as a result of the structure of its fixed rate  
financing, future cash flows would be affected by approximately $500,000.       

  The Company also has a $30 million line of credit that is subject to a
variable interest rate. At December 31, 2000, $17.7 million of this line of     
credit was utilized.                                                            

 In addition, the Company is exposed to changes in interest rates as a
result of temporary investments in government backed money market funds,        
however, such investing activity is not material to the Company's financial     
position, results of operations, or cash flow.                                  

      If the actual change in interest rates is substantially different than 100
basis points, the net impact of interest rate risk on the Company's cash flow   
may be materially different than that disclosed above.                          

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA, are incorporated by        
reference to the Company's Annual Report to Stockholders for the year ended     
December 31, 2000.                                                              

Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                    

Not applicable.                                                     

PART III

     Part III of Form 10-K is incorporated by reference to the Company's Proxy
Statement with respect to its Annual Meeting of Stockholders to be held on May  
16, 2001.                                                                       

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 PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES and REPORTS ON FORM 8-K        

(a) Documents Filed                                                 

            (1)   Financial Statements. The Consolidated Financial Statements of
                  the Company and its subsidiaries are incorporated by reference
         to the Consolidated Financial Statements and Notes to
             Consolidated Financial Statements in the Company's Annual
                Report to Stockholders for the year ended December 31, 2000.

         (2)   Schedules. Schedule II - Valuation and Qualifying Accounts.

        (3)   Exhibits. See "List of Exhibits" at the end of this report
incorporated herein by reference.           

(b)   Reports on Form 8-K                                           

None                                                    

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange  
Act of 1934, as amended, Registrant has duly caused this Report to be signed on 
its behalf by the undersigned, thereunto duly authorized.                       

Date: March 28, 2001                    DREW INDUSTRIES INCORPORATE             

                       By: /s/ Leigh J. Abrams
                                        ----------------------------------------
                                  Leigh J. Abrams, President

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

Each person whose signature appears below hereby authorizes Leigh J.
Abrams and Harvey J. Kaplan, or either of them, to file one or more amendments  
to the Annual Report on Form 10-K which amendments may make such changes in such
Report as either of them deems appropriate, and each such person hereby appoints
Leigh J. Abrams and Harvey J. Kaplan, or either of them, as attorneys-in-fact to
execute in the name and on behalf of each such person individually, and in each 
capacity stated below, such amendments to such Report.                          

Date              Signature                          Title                      

March 28, 2001    By: /s/ Leigh J. Abrams            Director, President and    
                  ----------------------         Chief Executive Officer
(Leigh J. Abrams)                     

March 28, 2001    By: /s/ Harvey J. Kaplan           Secretary and Treasurer    
-----------------------               
(Harvey J. Kaplan)                    

March 28, 2001    By: /s/ Fredric M. Zinn            Executive Vice President   
                      ------------------------------ and Chief Financial Officer
(Fredric M. Zinn)                     

March 28, 2001    By: /s/ John F. Cupak              Controller                 
------------------------------      
(John F. Cupak)                       

March 28, 2001    By: /s/ Edward W. Rose, III        Director                   
------------------------------      
(Edward W. Rose, III)                 

March 28, 2001    By: /s/ David L. Webster           Director                   
------------------------------      
(David L. Webster)                    

March 28, 2001    By: /s/ L. Douglas Lippert         Director                   
------------------------------      
(L. Douglas Lippert)                

March 28, 2001    By: /s/ James F. Gero              Director                   
------------------------------      
(James F. Gero)                     

March 28, 2001    By: /s/ Gene H. Bishop             Director                   
------------------------------      
(Gene H. Bishop)                            

March 28, 2001    By: /s/ J. Thomas Schieffer        Director                   
------------------------------      
(J. Thomas Schieffer)               

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Independent Auditors' Report

The Board of Directors                                                          
Drew Industries Incorporated:                                                   

Under date of February 7, 2001, we reported on the consolidated balance sheets  
of Drew Industries Incorporated and subsidiaries as of December 31, 2000 and    
1999, and the related consolidated statements of income, stockholders' equity,  
and cash flows for each of the years in the three-year period ended December 31,
2000, as contained on pages 11 through 23 in the 2000 annual report to          
stockholders. These consolidated financial statements and our report thereon are
incorporated by reference in the annual report on Form 10-K for the year 2000.  
In connection with our audits of the aforementioned consolidated financial      
statements, we also have audited the related financial statement schedule as    
listed in Item 14. This financial statement schedule is the responsibility of   
the Company's management. Our responsibility is to express an opinion on this   
financial statement schedule based on our audits.                               

In our opinion, such financial statement schedule, when considered in relation  
to the basic consolidated financial statements taken as a whole, presents       
fairly, in all material respects, the information set forth therein.            

/s/ KPMG LLP                                                                    

Stamford, Connecticut                                                           
February 7, 2001                                                                

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DREW INDUSTRIES INCORPORATED AND SUBSIDIARIES 
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS 
(in thousands)

                                                        [Enlarge/Download Table]

COLUMN A                                          COLUMN B           COLUMN C            COLUMN D     COLUMN E  
--------                                          --------           --------            --------     --------  
                                                                     Additions                                  
                                                 Balance At  Charged To    Charged To                 Balance At
                                                 Beginning   Costs and       Other                       End    
                                                 Of Period   Expenses      Accounts      Deductions   Of Period 
----------------------------------------------------------------------------------------------------------------
                                                                                                                
YEAR ENDED DECEMBER 31, 2000:                                                                                   
     Allowance for doubtful accounts                                                                            
        receivable, trade                           $521        $ 559                   $   57(a)       $ 1,023 

YEAR ENDED DECEMBER 31, 1999:                                                                                   
     Allowance for doubtful accounts                                                                            
        receivable, trade                           $690        $(214)                  $  (45)(a)      $   521 

YEAR ENDED DECEMBER 31, 1998:                                                                                   
     Allowance for doubtful accounts                                                                            
        receivable, trade                           $528        $ 266      $   50(b)    $  154(a)       $   690 
     Reserve for liquidation losses -                                                                           
        disposal of businesses                         9           (9)                                          
     Reserve for revaluation of loans                 60          (60)                                          
     Reserve for notes receivable                    436          (91)                     345(c)               

(a)  Represents accounts written-off net of recoveries.                         
(b)  Represents balance at date of acquisition of acquired companies.           
(c)  Represents write-off of uncollectible portion of notes, net of recoveries. 

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 EXHIBIT INDEX

Exhibit                                                      Sequentially       
Number           Description                                 Numbered Page      
--------------------------------------------------------------------------------

3.               Articles of Incorporation and By-laws.                         

3.1              Drew Industries Incorporated Restated                          
Certificate of Incorporation.                 

3.2              Drew Industries Incorporated By-laws, as amended.              

Exhibit 3.1 is incorporated by reference to Exhibit III to the Proxy
Statement-Prospectus constituting Part I of the Drew National Corporation and   
Drew Industries Incorporated Registration Statement on Form S-14 (Regis- tration
No. 2-94693).                                                                   

    Exhibit 3.2 is incorporated by reference to the Exhibit bearing the same
number included in the Annual Report of Drew Industries Incorporated on Form    
10-K for the fiscal year ended August 31, 1985.                                 

10              Material Contracts.                                             

10.27           Lease between Kinro, Inc. and Robert A. White and Larry B.      
White, dated June 1, 1979, as amended.          

10.39           Leases between Robert A. White, Larry B. White and Kinro, Inc.  
dated July 25, 1983, as amended.                

10.47           Registration Agreement among Drew Industries Incorporated and   
    the Leslie-Locke Shareholders dated August 28, 1985.

10.66           Employment Agreement by and between Kinro, Inc. and David L.    
Webster, dated March 31, 1996.                  

10.100          Drew Industries Incorporated Stock Option Plan, as amended.     

10.134          Letter, dated April 28, 1988, from Drew Industries Incorporated 
       to Leigh J. Abrams confirming compensation arrangement.

10.135          Description of split-dollar life insurance plan for certain     
executive officers.                             

10.146          Form of Plan and Agreement of Distribution between Leslie       
              Building Products, Inc. and Drew Industries Incorporated dated
July 29, 1994.                                  

10.147          Form of Shared Services Agreement between Leslie Building       
              Products, Inc. and Drew Industries Incorporated dated July 29,
1994.                                           

10.148          Form of Tax Matters Agreement between Leslie Building Products, 
          Inc. and Drew Industries Incorporated dated July 29, 1994.

10.160          Agreement and Plan of Merger, dated October 7, 1997, by and     
              among Drew Industries Incorporated, Lippert Acquisition Corp.,
        Lippert Components, Inc. and the shareholders of Lippert
Components, Inc. named therein.                 

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10.161          Registration Rights Agreement, dated October 7, 1997, by and    
              among Drew Industries Incorporated, Lippert Acquisition Corp.,
          and certain shareholders of Lippert Components, Inc. named
therein.                                        

10.164          Executive Employment and Non-Competition Agreement, dated       
               October 7, 1997, by and between Lippert Components, Inc. and L.
Douglas Lippert.                                

10.165          Note Purchase Agreement, dated January 28, 1998, by and among   
            Kinro, Inc, Lippert Components, Inc. and Shoals Supply, Inc.
                (collectively, the "Note Co-Issuers") and Teachers Insurance and
               Annuity Association of America, ING Investment Management, Inc.
                as agent for Midwestern Life Insurance Company, Security Life of
             Denver Insurance Company, Equitable Life Insurance Company of
                Iowa and USG Annuity & Life Insurance Company (collectively, the
"Note Purchasers").                             

10.166          6.95% Senior Notes due January 28, 2005 in the aggregate        
                principal amount of $40,000,000 issued by the Note Co-Issuers to
the Note Purchasers.                            

10.167          Pledge Agreements, dated January 28, 1998, by and between The   
            Chase Manhattan Bank, as trustee for the benefit of the Note
           Purchasers and, separately, Registrant, Kinro, Inc., Shoals
Supply, Inc., Kinro Manufacturing.              

10.168          Guarantee Agreement, dated January 28, 1998, by and among       
Registrant and the Note Purchasers.             

10.169          Subsidiary Guaranty, dated January 28 1998, by Kinro Holding    
            Inc., Kinro Manufacturing, Inc., Shoals Holding, Inc., Kinro
               Texas Limited Partnership, Kinro Tennessee Limited Partnership,
         Shoals Supply Texas Limited Partnership and Shoals Supply
                Tennessee Limited Partnership (collectively, the "Subsidiaries")
in favor of the Note Purchasers.                

10.170          Collateralized Trust Agreement, dated January 28, 1998, by and  
  among the Note Co-Issuers and the Note Purchasers.

10.171          Subordination Agreement, dated January 28, 1998, by and among   
              Registrant, the Note Co-Issuers, Lippert Components, Inc., the
Subsidiaries, and the Note Purchasers.          

10.172          $25,000,000 Revolving Credit Facility - Credit Agreement, dated 
              January 28 1998, by and among Kinro, Inc., Shoals Supply, Inc.
            and Lippert Components, Inc. (The "Borrowers") and The Chase
         Manhattan Bank ("Chase") and KeyBank National Association
("KeyBank") (together, the "Lenders").          

10.173          $15,000,000 Revolving Credit Note, dated January 28, 1998, made 
by the Borrowers to Chase.                      

10.174          $10,000,000 Revolving Credit Note, dated January 28, 1998, made 
by the Borrowers to KeyBank.                    

10.175          Company Guarantee Agreement, dated January 28, 1998, made by    
Registrant to Chase, as agent for the Lenders.  

10.176          Subsidiary Guarantee Agreement, dated January 28, 1998, made by 
             each direct and indirect subsidiary of Registrant (other than
           the Borrowers) in favor of Chase, as agent for the Lenders.

10.177          Subordination Agreement, dated January 29, 1998, made by each   
                direct and indirect subsidiary of Registrant and Chase, as agent
for the Lenders.                                

10.178          Pledge and Security Agreement, dated January 28, 1998, made by  
               Registrant, the Borrowers, and certain indirect subsidiaries of
  Registrant in favor of Chase, as collateral agent.

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  Exhibit 10.27 is incorporated by reference to the Exhibits bearing the
same number indicated on the Registration Statement of Drew National Corporation
on Form S-1 (Registration No. 2-72492).                                         

     Exhibit 10.39 is incorporated by reference to the Exhibit included in the
Annual Report of Drew National Corporation on Form 10-K for the fiscal year     
ended August 31, 1983.                                                          

   Exhibits 10.47 is incorporated by reference to the Exhibits included in
the Company's Current Report on Form 8-K dated September 6, 1985.               

     Exhibit 10.66 is incorporated by reference to the Company's Annual Report
on Form 10-K for the year ended December 31, 1996.                              

 Exhibit 10.100 is incorporated by reference to Exhibit A to the Proxy
Statement of the Company dated May 10, 1995.                                    

  Exhibit 10.134 is incorporated by reference to the Exhibit bearing the
same number included in the Company's Transition Report on Form 10-K for the    
period September 1, 1992 to December 31, 1993.                                  

  Exhibit 10.135 is incorporated by reference to the Exhibit bearing the
same number included in the Company's Transition Report on Form 10-K for the    
period September 1, 1992 to December 31, 1993.                                  

Exhibits 10.146-10.148 are incorporated by reference to the Exhibits
bearing numbers 10.1, 10.3 and 10.4, respectively, included in Post-Effective   
amendment No. 1 on Form 10/A, dated August 30, 1994, to the Registration        
Statement of Leslie Building Products, Inc. on Form 10 (Registration No.        
0-24094).                                                                       

    Exhibits 10.161 and 10.164 are incorporated by reference to the Exhibits
included in the Company's Current Report on Form 8-K dated October 16, 1997.    

  Exhibits 10.165 - 10.178 are incorporated by reference to the Exhibits
bearing the same numbers included in the Company's Annual Report on Form 10-K   
for the year ended December 31, 1997.                                           

13.             2000 Annual Report to Stockholders.                             
                Exhibit 13 is filed herewith.                    _______________

21.             Subsidiaries                                                    
                Exhibit 21 is filed herewith.                    _______________

23.             Consent of Independent Auditors.                                
                Exhibit 23 is filed herewith.                    _______________

24.             Powers of Attorney.                                             
              Powers of Attorney of persons signing this Report are included
as part of this Report.                         

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K405 Filing		Date		First		Last			Other Filings
		9/1/92		17
		12/31/93		17
		7/29/94		4		15
		8/30/94		17
		5/10/95		17
		3/31/96		15					10-Q
		12/31/96		17					10-K
		10/7/97		15		16			8-K/A, 8-K
		10/16/97		17
		12/31/97		17					10-K
		1/28/98		16
		1/29/98		16
		12/31/98		14					10-K405
		12/31/99		13		14			10-K405
		5/1/00		10					SC TO-T, SC TO-I
		12/11/00		7
For The Period Ended		12/31/00		1		14
		2/7/01		13
		3/9/01		1
Filed On / Filed As Of		3/28/01		12
		5/16/01		1		10
		12/31/01		5					10-K405
		1/28/05		16
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