-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nk7WzfKyPjYHi4Df1azzTiBTrX6D8RJBJ5n8+TgS1m5Tog+NJQJVMVvJyy87Xip+ K1D5EFI+DVIQIjVp4o7TnQ== 0001005477-02-001266.txt : 20020415 0001005477-02-001266.hdr.sgml : 20020415 ACCESSION NUMBER: 0001005477-02-001266 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020318 GROUP MEMBERS: JOSHUA E. LIPPERT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DREW INDUSTRIES INCORPORATED CENTRAL INDEX KEY: 0000763744 STANDARD INDUSTRIAL CLASSIFICATION: METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442] IRS NUMBER: 133250533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36345 FILM NUMBER: 02577401 BUSINESS ADDRESS: STREET 1: 200 MAMARONECK AVE CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 9144289098 MAIL ADDRESS: STREET 1: 200 MAMARONECK AVE CITY: WHITE PLAINS STATE: NY ZIP: 10601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIPPERT L DOUGLAS CENTRAL INDEX KEY: 0001103699 IRS NUMBER: 363467343 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O LIPPERT COMPONENTS STREET 2: 2375 TAMIAMI TRAIL NORTH, SUITE 110 CITY: NAPLES STATE: FL ZIP: 34103 BUSINESS PHONE: 9416592005 SC 13D/A 1 d02-36589.txt AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Drew Industries Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share** - -------------------------------------------------------------------------------- (Title of Class of Securities) 26168L 205 -------------- (CUSIP Number) Leigh J. Abrams, 200 Mamaroneck Avenue, White Plains, N.Y. 10571 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 7, 2002 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule of "240.13d-l(b)(3), or 4, check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.ss.240.13d-7 for parties to whom copies should be sent. *The remainder of this cover page shall be filled out for a reporting person=s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remained of this cover page shall be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares reported herein is 2,165,541, which constitute approximately 22.2% of the total number of shares outstanding. All ownership percentages assume that there are 9,734,763 shares outstanding; including 51,200 shares subject to presently exercisable options, by Reporting Persons. CUSIP NO. 26168L 205 SCHEDULE 13D Page 2 of 16 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) L. Douglas Lippert (1) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* SC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION L. Douglas Lippert is a citizen of the United States. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,978,434 (1) (2) -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,978,434 (1) (2) WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,998,434 (1) (3) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 26168L 205 13D Page 3 of 16 Pages ATTACHMENT TO SCHEDULE 13D (1) L. Douglas Lippert is the Reporting Person as Trustee of the following seven (7) trusts (hereinafter, individually, the "Trust" and, collectively, the "Trusts"): (i) L. Douglas Lippert Living Trust, dated June 6, 1989 (ii) Lippert Family Irrevocable Trust f/b/o Jason D. Lippert, dated December 20, 1986 (iii) Lippert Family Irrevocable Trust f/b/o Joshua E. Lippert, dated December 20, 1986 (iv) Lippert Family Irrevocable Trust f/b/o Jarod B. Lippert, dated December 20, 1986 (v) Lippert Family Irrevocable Trust f/b/o Jaime R. Lippert, dated December 20, 1986 (vi) Lippert Family Irrevocable Trust f/b/o Jayde S. Lippert, dated December 20, 1986 Includes 574,119 shares held by L. Douglas Lippert as Trustee of Trusts (ii) through (vi) above, over which Mr. Lippert has sole voting and dispositive power. Mr. Lippert disclaims beneficial ownership of such shares. (2) Excludes 30,000 shares subject to an option at $9.3125 per share which is not exercisable within 60 days, and 20,000 shares subject to such option, as to which such option is presently exercisable. (3) Includes 20,000 shares subject to an option at $9.3125, which are presently exercisable, and excludes 30,000 shares subject to such option, as to which such option is not exercisable within 60 days CUSIP NO. 26168L 205 SCHEDULE 13D Page 4 of 16 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Joshua E. Lippert - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* SC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Joshua Lippert is a citizen of the United States. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 41,176 (1) -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 41,176 (1) WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,376 (2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 26168L 205 13D Page 5 of 16 Pages ATTACHMENT TO SCHEDULE 13D (1) Excludes 9,000 shares subject to an option at $12.125 per share, which is presently exercisable as to 7,200 shares, and not exercisable within 60 days as to 1,800 shares. Excludes 20,000 shares subject to an option at $8.8125 per share which is presently exercisable as to 8,000 shares and not exercisable within 60 days as to 12,000 shares. Excludes 19,000 shares subject to an option at $9.10 per share, which is not exercisable within 60 days as to any shares. Excludes 90,451 shares held in Trust for Joshua E. Lippert, as to which L. Douglas Lippert is the Trustee. (2) Includes 7,200 shares subject to an option at $12.125 per share which is presently exercisable as to such shares; excludes 1,800 shares subject to such option as to which such option is not exercisable within 60 days. Includes 8,000 shares subject to an option at $8.8125 per share which is presently exercisable as to such shares; excludes 12,000 shares as to which such option is not exercisable within 60 days. Excludes 19,000 shares subject to an option at $9.10 per share, which is not exercisable within 60 days as to any shares. Excludes 90,451 shares held in Trust for Joshua E. Lippert, as to which L. Douglas Lippert is the Trustee. CUSIP NO. 26168L 205 13D Page 6 of 16 Pages ATTACHMENT TO SCHEDULE 13D The Reporting Persons are filing this single joint Schedule 13D because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Act"), although membership in a "group" is disclaimed and neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a "group" exists. Unless otherwise indicated, all defined terms used herein shall have the same meaning as those set forth in Schedule 13D. CUSIP NO. 26168L 205 13D Page 7 of 16 Pages ATTACHMENT TO SCHEDULE 13D Item 1. Security and Issuer No Change CUSIP NO. 26168L 205 13D Page 8 of 16 Pages ATTACHMENT TO SCHEDULE 13D Item 2. Identity and Background No change CUSIP NO. 26168L 205 13D Page 9 of 16 Pages ATTACHMENT TO SCHEDULE 13D Item 3. Source and Amount of Funds or Other Consideration No Change CUSIP NO. 26168L 205 13D Page 10 of 16 Pages ATTACHMENT TO SCHEDULE 13D Item 4. Purpose of Transaction No Change CUSIP NO. 26168L 205 13D Page 11 of 16 Pages ATTACHMENT TO SCHEDULE 13D Item 5. Interest in Securities of the Issuer Paragraph (a) of Item 5 is hereby partially amended by substituting the following information relating to L. Douglas Lippert, and Jason D. Lippert and Joshua E. Lippert. Because L. Douglas Lippert has sole voting and dispositive power over 1,998,434 shares including 574,119 as Trustee of the Trusts, and 20,000 shares subject to presently exercisable options, the aggregate number of shares of stock owned beneficially by L. Douglas Lippert pursuant to Rule 13d-3 is 1,998,434, constituting approximately 20.5% of the Issuer's outstanding shares of Common Stock. Because Joshua E. Lippert has sole ownership of 56,376 shares, including 15,200 shares pursuant to presently exercisable options, the aggregate number of shares of stock owned beneficially by Joshua E. Lippert pursuant to Rule 13d-3 is 56,376, constituting approximately 0.6% of the Issuer's outstanding shares of Common Stock. Paragraph (b) See response to Paragraph (a) above. Paragraph (c) Paragraph (c) of Item 5 is hereby partially amended by adding at the end thereof the following: During the last 60 days, the following transactions in shares of Common Stock were affected by the Reporting Persons: CUSIP NO. 26168L 205 13D Page 12 of 16 Pages ATTACHMENT TO SCHEDULE 13D On March 1, 2002 L. Douglas Lippert received 1,404,315 shares of Common Stock from L. Douglas Lippert Flite Trust dated December 10, 1999. The Northern Trust Company as Trustee. L. Douglas Lippert has sole voting and dispositive power with respect to such shares. On March 7, 2002, the Lippert Family Irrevocable Trust FBO Joshua E. Lippert dated December 20, 1986, L. Douglas Lippert, Trustee, transferred 40,602 shares to Joshua E. Lippert. Paragraph (d) Not applicable. Paragraph (e) Not applicable. CUSIP NO. 26168L 205 13D Page 13 of 16 Pages ATTACHMENT TO SCHEDULE 13D Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer No Change CUSIP NO. 26168L 205 13D Page 14 of 16 Pages ATTACHMENT TO SCHEDULE 13D Item 7. Exhibits No change CUSIP NO. 26168L 205 13D Page 15 of 16 Pages ATTACHMENT TO SCHEDULE 13D After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each such person certifies that the information set forth in this statement with respect to such person is true, complete and correct. Dated: March 14, 2002 /s/ L. Douglas Lippert ---------------------------------------- L. Douglas Lippert, as Trustee of: The L. Douglas Lippert Living Trust, dated June 6, 1989; The Lippert Family Irrevocable Trust f/b/o Jason D. Lippert, dated December 20, 1986; The Lippert Family Irrevocable Trust f/b/o Joshua E. Lippert, dated December 20, 1986; The Lippert Family Irrevocable Trust f/b/o Jarod B. Lippert, dated December 20, 1986; The Lippert Family Irrevocable Trust f/b/o Jaime R. Lippert, dated December 20, 1986; The Lippert Family Irrevocable Trust f/b/o Jayde S. Lippert, dated December 20, 1986; and as Attorney-in-fact for: Lawrence C. Lippert (1) Dorothy F. Lippert (1) Jason D. Lippert (1) Joshua Lippert (2) - ---------- (1) The Power of Attorney authorizing L. Douglas Lippert to act on behalf of such persons is incorporated by reference to Exhibit D of the Schedule 13D dated October 16, 1997, relating to Common Stock of Drew Industries Incorporated. (2) The Power of Attorney authorizing L. Douglas Lippert to act on behalf of such persons is incorporated by reference to Exhibit D-1 of amendment 1 to the Schedule 13D dated October 16, 1997, relating to Common Stock of Drew Industries Incorporated. CUSIP NO. 26168L 205 13D Page 16 of 16 Pages ATTACHMENT TO SCHEDULE 13D EXHIBIT E Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities as set forth herein below. Dated: March 14, 2002 /s/ L. Douglas Lippert ---------------------------------------- L. Douglas Lippert, as Trustee of: The L. Douglas Lippert Living Trust, dated June 6, 1989; The Lippert Family Irrevocable Trust f/b/o Jason D. Lippert, dated December 20, 1986; The Lippert Family Irrevocable Trust f/b/o Joshua E. Lippert, dated December 20, 1986; The Lippert Family Irrevocable Trust f/b/o Jarod B. Lippert, dated December 20, 1986; The Lippert Family Irrevocable Trust f/b/o Jaime R. Lippert, dated December 20, 1986; The Lippert Family Irrevocable Trust f/b/o Jade S. Lippert, dated December 20, 1986; and as Attorney-in-fact for: Lawrence C. Lippert (3) Dorothy F. Lippert (1) Jason D. Lippert (1) Joshua Lippert (1) - ---------- (3) The Power of Attorney authorizing L. Douglas Lippert to act on behalf of such persons is incorporated by reference to Exhibit D of the Schedule 13D dated October 16, 1997, relating to Common Stock of Drew Industries Incorporated. (1) The Power of Attorney authorizing L. Douglas Lippert to act on behalf of such persons is attached hereto a Exhibit D-1 of amendment 1 to the Schedule 13D dated October 16, 1997, relating to Common Stock of Drew Industries Incorporated. -----END PRIVACY-ENHANCED MESSAGE-----