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): March 20, 2015

DREW INDUSTRIES INCORPORATED
 
 
 
 
 
 
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
001-13646
13-3250533
 
 
 
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
 
 
3501 County Road 6 East, Elkhart, Indiana
46514
 
 
 
(Address of principal executive offices)
(Zip Code)
 
 
 
Registrant's telephone number, including area code:
(574) 535-1125
 
 
 
 
 
 
 
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 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 February 24, 2014, the Registrant amended and extended its $150.0 million “shelf-loan” facility with Prudential Investment Management, Inc. and its affiliates (“Prudential”). The facility provides for Prudential to consider purchasing, at the Registrant’s request, in one or a series of transactions, Senior Promissory Notes of the Registrant in the aggregate principal amount of up to $150.0 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. Interest payable on the Senior Promissory Notes will be at rates determined by Prudential within five business days after the Registrant issues a request to Prudential. This facility expires on February 24, 2017.

On March 20, 2015, the Registrant issued $50.0 million in aggregate of 3.35% Series A Senior Notes due March 20, 2020 to Prudential pursuant to the "shelf-loan" facility. Interest payments are paid quarterly in arrears on March 20, June 20, September 20 and December 20 of each year. Proceeds of the Senior A Notes may be used for dividends, acquisitions and general corporate purposes.

Item 9.01
Financial Statements and Exhibits

Exhibits

10.1
Third Amended and Restated Note Purchase and Private Shelf Agreement dated as of February 24, 2014, by and among Prudential Investment Management, Inc. and Affiliates, and Lippert Components, Inc. guaranteed by Drew Industries Incorporated (incorporated by reference to Exhibit 10.8 of the Registrant's Current Report on Form 8-K filed on February 27, 2014)

10.2
Form of 3.35% Series A Senior Notes due March 20, 2020 of Lippert Components, Inc. pursuant to the Third Amended and Restated Note Purchase and Private Shelf Agreement



2


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


DREW INDUSTRIES INCORPORATED
(Registrant)


By:         /s/ Joseph S. Giordano III                     
Joseph S. Giordano III
Chief Financial Officer and Treasurer



Dated: March 23, 2015



3


Exhibit 10.2

[FORM OF SERIES A NOTE]


LIPPERT COMPONENTS, INC.

3.35% SERIES A SENIOR NOTE DUE MARCH 20, 2020

No. RA-[__]
 
Original Principal Amount:
[__________]
Original Issue Date:
March 20, 2015
Interest Rate:
3.35%
Interest Payment Dates:
March 20, June 20, September 20 and December 20 of each year
Final Maturity Date:
March 20, 2020
Principal Installment Dates and Amounts:
None
PPN:
[__________]

FOR VALUE RECEIVED , the undersigned, LIPPERT COMPONENTS, INC. , a corporation organized and existing under the laws of the State of Delaware (the “ Issuer ”), hereby promises to pay to [___________________________], or registered assigns, the principal sum of [_______________________] DOLLARS ($[_________]) on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year, 30-day month) (a) subject to clause (b), on the unpaid balance thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) following the occurrence and during the continuance of an Event of Default, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand) on the unpaid balance of the principal, any overdue payment of interest, any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the greater of (i) 5.35% or (ii) 2% over the rate of interest publicly announced by The Bank of New York from time to time in New York City as its prime rate.
Payments of principal of, interest on and any Yield-Maintenance Amount payable with respect to this Note are to be made at the main office of The Bank of New York in New York City or at such other place as the holder hereof shall designate to the Issuer in writing, in lawful money of the United States of America.
This Note is one of the Shelf Notes (herein called the “ Notes ”) issued pursuant to a Third Amended and Restated Note Purchase and Private Shelf Agreement, dated as of February 24, 2014 (as the same may from time to time be amended, amended and restated, supplemented or otherwise modified, the “ Agreement ”), between the Issuer and the Parent, on the one hand, and the other Persons named as parties thereto, on the other, and is entitled to the benefits thereof. As provided in the Agreement, this Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.
This Note is secured by, and entitled to the benefits of, the Collateral described in the Pledge Agreement. Reference is made to the Pledge Agreement for the terms and conditions governing the collateral security for the obligations of the Issuer hereunder.
Payment of the principal of, and Yield-Maintenance Amount, if any, and interest on this Note has been guaranteed by the Parent in accordance with the terms of the Agreement and by the Subsidiary Guarantors in accordance with the terms of the Subsidiary Guaranty.
This Note is a registered Note and, as provided in and subject to the terms of the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuer may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuer shall not be affected by any notice to the contrary.
In case an Event of Default, as defined in the Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount) and with the effect provided in the Agreement.
This Note is intended to be performed in the State of New York and shall be construed and enforced in accordance with the internal law of such State.

LIPPERT COMPONENTS, INC.


By: _________________________
Name:    Joseph S. Giordano III
Title:    Vice President