8-K

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 10, 2006

DREW INDUSTRIES INCORPORATED

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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

a) On March 10, 2006, maximum borrowings under the Company’s line of credit was increased by $10 million to $70 million in connection with the acquisition of SteelCo., Inc., and to meet increased working capital needs due to the increase in sales.

Item 8.01 Other Events

a) Reference is made to the press release dated March 13, 2006, the text of which is attached hereto as Exhibit 99.1, for a description of the event reported pursuant to Item 8.01 of this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

10.1 Second Amendment to Amended and Restated Credit Agreement dated as of March 10, 2006 by and among Kinro, Inc., Lippert Components, Inc., KeyBank, National Association, HSBC Bank USA, National Association, and JPMorgan Chase Bank, N.A., individually and as Administrative Agent.

99.1 Press Release dated March 13, 2006

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/ Fredric M. Zinn
	Fredric M. Zinn
	Executive Vice President and Chief Financial Officer

Dated: March 13, 2006 

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO AMENDED

AND RESTATED CREDIT AGREEMENT

Second Amendment dated as of March 10, 2006 (this "Amendment") to the Amended and Restated Credit Agreement dated as of February 11, 2005 among Kinro, Inc., an Ohio corporation ("Kinro"), and Lippert Components, Inc., a Delaware corporation ("Lippert") ("Lippert and Kinro, collectively, the "Borrowers"), the Lenders parties thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent, as amended by that certain First Amendment To Amended And Restated Credit Agreement dated as of March 31, 2005 by the Borrowers and the other Credit Parties, the Lenders party thereto, and the Administrative Agent (as so restated and amended and as so further amended, the "Credit Agreement").

WHEREAS, the parties hereto wish as set forth in this Amendment to amend the Credit Agreement to revise Schedule 2.01 thereto in order to reflect the increase as of the date hereof of the "Revolving Credit Commitments" pursuant to Section 2.06A of the Credit Agreement;

NOW THEREFORE, in consideration of the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows:

1.Terms used herein as defined terms and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

2.Schedule 2.01 to the Credit Agreement is hereby amended effective as of the date hereof so that it shall read as set forth on Schedule 2.01 hereto.

3.Each Borrower represents, warrants to, and agrees with the Lenders that:

(a)Its execution and delivery of this Amendment and its performance hereof (i) is within its corporate powers, (ii) has been duly authorized by all necessary corporate action, and (iii) does not contravene any law, rule or regulation applicable to it or violate or create a default under its organizational documents or any contractual provision binding on it or affecting it or any of its property;

(b)This Amendment constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);

(c)There is no Default or Event of Default nor would there be any Default or Event of Default after giving effect to this Amendment;

(d)The Credit Agreement as hereby amended shall continue in full force and effect; and

(e)The Borrowers have obtained any necessary consent to this Amendment under the Prudential Shelf Agreement.

4.The Borrowers shall pay on the date hereof to the Administrative Agent for the pro rata benefit of the Lenders party hereto a non-refundable fee of $10,000 in respect of the $10,000,000 increase in the Revolving Credit Commitments under Section 2.06A of the Credit Agreement.

5.Each Credit Party hereby agrees that each Loan Document to which it is a party, in each case as its obligations thereunder may be affected by this Amendment, is hereby ratified and confirmed and shall continue in full force and effect.

6.Each Credit Party hereby further agrees to execute and deliver to the Administrative Agent such additional documentation and take such further actions as the Administrative Agent shall require further to effectuate the intent of this Amendment.

7.This Amendment sets forth the entire agreement of the parties with respect to the subject hereof and shall not be deemed to be a waiver of any Default or Event of Default.

8.This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York in effect from time to time applicable to contracts made and to be performed wholly within such State, without regard to any choice or conflict of laws rules.

9.This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. This Amendment shall become effective upon execution and delivery of a counterpart hereof by each Credit Party and by all of the Lenders and the Administrative Agent.

2

IN WITNESS WHEREOF, the parties hereto, each by its duly authorized officer, have executed this Amendment as of the date and year first set forth above.

KINRO, INC.
By:
	Name:
	Title:

LIPPERT COMPONENTS, INC.
By:
	Name:
	Title:

DREW INDUSTRIES INCORPORATED
By:
	Name:
	Title:

LIPPERT TIRE & AXLE, INC.
By:
	Name:
	Title:

KINRO HOLDING, INC.
By:
	Name:
	Title:

LIPPERT TIRE & AXLE HOLDING, INC.
By:
	Name:
	Title:

3

LIPPERT HOLDING, INC.
By:
	Name:
	Title:

KINRO MANUFACTURING, INC.
By:
	Name:
	Title:

LIPPERT COMPONENTS MANUFACTURING, INC.
By:
	Name:
	Title:

LIPPERT COMPONENTS OF CANADA, INC.
By:
	Name:
	Title:

COIL CLIP, INC.
By:
	Name:
	Title:

ZIEMAN MANUFACTURING COMPANY
By:
	Name:
	Title:

4

KINRO TENNESSEE LIMITED PARTNERSHIP
By:	Kinro Manufacturing Inc., its general partner

By: 

Name:

Title:

LIPPERT TIRE & AXLE TEXAS LIMITED PARTNERSHIP
By:	Lippert Components Manufacturing, Inc., its general partner

By: 

Name:

Title:

KINRO TEXAS LIMITED PARTNERSHIP
By:	Kinro Manufacturing, Inc., its general partner

By: 

Name:

Title:

BBD REALTY TEXAS LIMITED PARTNERSHIP
By:	Kinro Manufacturing, Inc. its general partner

By: 

Name:

Title:

5

LIPPERT COMPONENTS TEXAS LIMITED PARTNERSHIP
By:	Lippert Components Manufacturing, Inc., as general partner

By: 

Name:

Title:

LD REALTY, INC.
By:
	Name:
	Title:

LTM MANUFACTURING, L.L.C.
By:
	Name:
	Title:

JPMORGAN CHASE BANK, N.A., in its capacity as Lender and Administrative Agent
By:
	Name:
	Title:

6

KEYBANK, NATIONAL ASSOCIATION, in its capacity as Lender
By:
	Name:
	Title:

HSBC BANK USA, NATIONAL ASSOCIATION, in its capacity as Lender
By:
	Name:
	Title:

7

Exhibit 10.1

SCHEDULE 2.01

Lender	Revolving Credit Commitment
JPMorgan Chase Bank, N.A.	$29,167,000
KeyBank, National Association	$23,333,000
HSBC Bank USA, National Association	$17,500,000
TOTAL	$70,000,000

The Revolving Credit Commitments shall become zero on the Maturity Date.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
Contact:Leigh J. Abrams, President and CEO
Phone:(914) 428-9098Fax: (914) 428-4581
E Mail: Drew@drewindustries.com

DREW INDUSTRIES ACQUIRES RV AND MH CHASSIS SUPPLIER STEELCO

$4.5 Million Deal Expected to Be Accretive To Earnings

White Plains, New York - March 13, 2006 - Drew Industries Incorporated (NYSE: DW) today announced its wholly-owned subsidiary Lippert Components, Inc. acquired the business and certain assets of Rialto, Calif.-based SteelCo, Inc. for $4.5 million in cash. The purchase price was funded with borrowings under Drew’s line of credit.

SteelCo, which manufactures chassis and component parts for recreational vehicles and manufactured homes, had annual sales of approximately $8 million in 2005. Lippert will occupy SteelCo’s factory for about two months, during which time SteelCo’s business will be transferred to Lippert’s West Coast factories. Lippert has not retained SteelCo’s executive management, but hired many of SteelCo’s employees.

In connection with Lippert’s acquisition of SteelCo, both parties agreed to terminate the litigation instituted by SteelCo against Lippert on July 16, 2002. Consideration for the termination of this litigation, which is less than the $500,000 previously accrued by Drew, was included in the negotiated purchase price.

“The sales that should be generated from this acquisition will be added to our existing factories without significantly increasing fixed overhead, and should therefore be accretive to earnings,” said Leigh J. Abrams, Drew’s President and CEO.

About Drew:

Drew, through its wholly owned subsidiaries, Kinro and Lippert Components, supplies a broad array of components for RVs and manufactured homes. Drew’s products include vinyl and aluminum windows and screens, doors, chassis, chassis parts, RV slide-out mechanisms and power units, leveling devices, bath and shower units, axles, steps, electric stabilizer jacks, as well as trailers for hauling equipment, boats, personal watercrafts and snowmobiles, and chassis and windows for modular homes and offices. From 47 factories located throughout the United States and one factory in Canada, Drew serves most major national manufacturers of RVs and manufactured homes in an efficient and cost-effective manner. Additional information about Drew and its products can be found at www.drewindustries.com.

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive position, growth opportunities for existing products, plans and objectives of management, markets for the Company’s common stock and other matters. Statements in this press release that are not historical facts are “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. Forward-looking statements, including, without limitation, those relating to our future business prospects, revenues and income, wherever they occur in this press release, are necessarily estimates reflecting the best judgment of our senior management, at the time such statements were made, and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by forward-looking statements. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. You should consider forward-looking statements, therefore, in light of various important factors, including those set forth in this press release.

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There are a number of factors, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those described in the forward-looking statements. These factors include pricing pressures due to competition, costs and availability of raw materials (particularly steel and related components, vinyl, aluminum, glass and ABS resin), availability of retail and wholesale financing for manufactured homes, availability and costs of labor, inventory levels of retailers and manufacturers, levels of repossessed manufactured homes, the financial condition of our customers, interest rates, oil prices, the outcome of litigation, volume of orders related to hurricane damage and operating margins on such business, and adverse weather conditions impacting retail sales. In addition, national and regional economic conditions and consumer confidence may affect the retail sale of recreational vehicles and manufactured homes.

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