8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K / A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2005

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 (see General Instruction A.2. below):

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

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

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 of a Registrant.

a) On April 29, 2005, the Company borrowed $20 million under the Company’s “shelf-loan” facility with Prudential Investment Management, Inc. for a term of five years, at a fixed interest rate of 5.01 percent per annum, payable at the rate of $1 million per quarter plus interest.

Item 9.01 Exhibits.

10.1 Senior Notes in the aggregate principal amount of $20 million

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: June 10, 2005

2

EX-10.1

Exhibit 10.1

KINRO, INC.

LIPPERT COMPONENTS, INC.

SENIOR NOTE

  No. R-1

Original Principal Amount:	$10,000,000
Original Issue Date:	April 29, 2005
Interest Rate:	5.01% per annum
Interest Payment Dates:	January 29, April 29, July 29 and October 29 of each year commencing on July 29, 2005
Final Maturity Date:	April 29, 2010
Principal Prepayment Dates and Amounts:	5.00% of the Original Principal Amount ($500,000) on each January 29, April 29, July 29 and October 29 of each year commencing on July 29, 2005
PPN:	49714* AA 2

FOR VALUE RECEIVED, the undersigned, KINRO, INC., a corporation organized and existing under the laws of the State of Ohio (“Kinro”), and LIPPERT COMPONENTS, INC., a corporation organized and existing under the laws of the State of Delaware (“Lippert Components” and together with Kinro, collectively, the “Co-Issuers”), hereby jointly and severally promise to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or registered assigns, the principal sum of TEN MILLION DOLLARS ($10,000,000), payable on the Principal Prepayment Dates and in the amounts specified above, and on the Final Maturity Date specified above in an amount equal to the unpaid balance of the principal hereof, 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) 7.01% 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 Co-Issuers in writing, in lawful money of the United States of America.

Exhibit 10.1

This Note is one of the Shelf Notes (herein called the “Notes”) issued pursuant to a Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (the “Agreement”), between the Co-Issuers 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 Co-Issuers 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 Co-Issuers 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 Co-Issuers 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.

Exhibit 10.1

KINRO, INC.

LIPPERT COMPONENTS, INC.

SENIOR NOTE

  No. R-2

Original Principal Amount:	$7,000,000
Original Issue Date:	April 29, 2005
Interest Rate:	5.01% per annum
Interest Payment Dates:	January 29, April 29, July 29 and October 29 of each year commencing on July 29, 2005
Final Maturity Date:	April 29, 2010
Principal Prepayment Dates and Amounts:	5.00% of the Original Principal Amount ($350,000) on each January 29, April 29, July 29 and October 29 of each year commencing on July 29, 2005
PPN:	49714* AA 2

FOR VALUE RECEIVED, the undersigned, KINRO, INC., a corporation organized and existing under the laws of the State of Ohio (“Kinro”), and LIPPERT COMPONENTS, INC., a corporation organized and existing under the laws of the State of Delaware (“Lippert Components” and together with Kinro, collectively, the “Co-Issuers”), hereby jointly and severally promise to pay to ING USA ANNUITY AND LIFE INSURANCE COMPANY, or registered assigns, the principal sum of SEVEN MILLION DOLLARS ($7,000,000), payable on the Principal Prepayment Dates and in the amounts specified above, and on the Final Maturity Date specified above in an amount equal to the unpaid balance of the principal hereof, 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) 7.01% 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 Co-Issuers in writing, in lawful money of the United States of America.

Exhibit 10.1

This Note is one of the Shelf Notes (herein called the “Notes”) issued pursuant to a Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (the “Agreement”), between the Co-Issuers 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 Co-Issuers 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 Co-Issuers 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 Co-Issuers 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.

Exhibit 10.1

KINRO, INC.

LIPPERT COMPONENTS, INC.

SENIOR NOTE

  No. R-3

Original Principal Amount:	$3,000,000
Original Issue Date:	April 29, 2005
Interest Rate:	5.01% per annum
Interest Payment Dates:	January 29, April 29, July 29 and October 29 of each year commencing on July 29, 2005
Final Maturity Date:	April 29, 2010
Principal Prepayment Dates and Amounts:	5.00% of the Original Principal Amount ($150,000) on each January 29, April 29, July 29 and October 29 of each year commencing on July 29, 2005
PPN:	49714* AA 2

FOR VALUE RECEIVED, the undersigned, KINRO, INC., a corporation organized and existing under the laws of the State of Ohio (“Kinro”), and LIPPERT COMPONENTS, INC., a corporation organized and existing under the laws of the State of Delaware (“Lippert Components” and together with Kinro, collectively, the “Co-Issuers”), hereby jointly and severally promise to pay to HOW & CO., or registered assigns, the principal sum of THREE MILLION DOLLARS ($3,000,000), payable on the Principal Prepayment Dates and in the amounts specified above, and on the Final Maturity Date specified above in an amount equal to the unpaid balance of the principal hereof, 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) 7.01% 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 Co-Issuers in writing, in lawful money of the United States of America.

Exhibit 10.1

This Note is one of the Shelf Notes (herein called the “Notes”) issued pursuant to a Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (the “Agreement”), between the Co-Issuers 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 Co-Issuers 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 Co-Issuers 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 Co-Issuers 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.

Exhibit 10.1

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.

KINRO, INC.

By: _________________________

Name:

Title:

LIPPERT COMPONENTS, INC.

By: _________________________

Name:

Title: