-----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, Cx6bMaNQ636v139Kd2Zk+qAWSBFWo+U76ChoafOxr36sm9t8MaHaw48f0SawnGFj wO9qZh7GCC0VJ3TBlaI2NA== 0001169232-04-006055.txt : 20041214 0001169232-04-006055.hdr.sgml : 20041214 20041214113506 ACCESSION NUMBER: 0001169232-04-006055 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041214 DATE AS OF CHANGE: 20041214 GROUP MEMBERS: JAROD B. LIPPERT GROUP MEMBERS: JASON D. LIPPERT GROUP MEMBERS: JOSHUA E. LIPPERT 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 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DREW INDUSTRIES INC 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: 041200605 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 SC 13D/A 1 d61571_sc13da.txt AMENDMENT NO. 11 - --------------------------- OMB APPROVAL - --------------------------- OMB Number: 3235-0145 - --------------------------- Expires: December 31, 2005 - --------------------------- Estimated average burden hours per response... 11.00 - --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* 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. 10601 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 2, 2004 (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 ss.ss.240.13d-l(e),240.13d-1(f) or 240.13(d)-1(g),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 remainder of this cover page shall not 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 487,566, which constitute approximately 4.7% of the total number of shares outstanding. All ownership percentages assume that there are 10,416,828 shares outstanding, including 113,900 shares subject to presently exercisable options by Reporting Persons. SCHEDULE 13D CUSIP No. 26168L 205 Page 2 of 21 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (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 ITEMS 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 239,622 (1) (2) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 239,622 (1) (2) WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 290,622 (1) (3) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 26168L 205 Page 3 of 21 Pages ATTACHMENT TO SCHEDULE 13D (1) L. Douglas Lippert is the Reporting Person as Trustee of the following six 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 239,622 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 pecuniary interest in such shares. (2) Excludes 50,000 shares subject to an option at $9.3125 per share which is exercisable within 60 days. Excludes 4,000 shares subject to an option at $25.56 per share, which is not exercisable within 60 days, and 1,000 shares subject to such option as to which such option is exercisable within 60 days. (3) Includes 50,000 shares subject to an option at $9.3125 per share, which is exercisable within 60 days. Includes 1,000 shares subject to an option at $25.56 per share which are exercisable within 60 days, and excludes 4,000 shares subject to such option as to which is not exercisable within 60 days. SCHEDULE 13D CUSIP No. 26168L 205 Page 4 of 21 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (entities only) Jason D. 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 ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Jason D. Lippert is a citizen of the United States. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 73,950 (1) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 73,950 (1) WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 115,750 (2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 26168L 205 Page 5 of 21 Pages ATTACHMENT TO SCHEDULE 13D (1) Excludes 22,000 shares subject to an option at $8.8125 per share which is exercisable within 60 days. Excludes 28,000 shares subject to an option at $9.10 per share, which is exercisable within 60 days as to 16,800 shares and not exercisable within 60 days as to 11,200 shares. Excludes 15,000 shares subject to an option at $25.56 per share, which is exercisable within 60 days as to 3,000 shares, and not exercisable within 60 days as to 12,000 shares. Excludes 7,500 shares subject to an option at $32.31 per share, which is not exercisable within 60 days. Excludes 43,810 shares held in Trust for Jason D. Lippert, as to which L. Douglas Lippert is the Trustee. (2) Includes 22,000 shares subject to an option at $8.8125 per share which is exercisable within 60 days. Includes 16,800 shares subject to an option at $9.10 per share which is exercisable within 60 days as to such shares; excludes 11,200 shares subject to such option, as to which such option is not exercisable within 60 days. Includes 3,000 shares subject to an option at $25.56 which is exercisable within 60 days as to such shares; excludes 12,000 shares subject to such option as to which such option is not exercisable. Excludes 7,500 shares subject to an option at $32.31 per share, which is not exercisable within 60 days. Excludes 43,810 shares held in Trust for Jason D. Lippert, as to which L. Douglas Lippert is the Trustee. SCHEDULE 13D CUSIP No. 26168L 205 Page 6 of 21 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (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 ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Joshua Lippert is a citizen of the United States. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 45,800 (1) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 45,800 (1) WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,100 (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! SCHEDULE 13D CUSIP No. 26168L 205 Page 7 of 21 Pages ATTACHMENT TO SCHEDULE 13D (1) Excludes 8,000 shares subject to an option at $8.8125 per share which is exercisable within 60 days. Excludes 15,200 shares subject to an option at $9.10 per share, which is exercisable within 60 days as to 7,600 shares and not exercisable within 60 days as to 7,600 shares. Excludes 18,500 shares subject to an option at $25.56, which is exercisable within 60 days as to 3,700 shares and not exercisable within 60 days as to 14,800 shares. Excludes 45,225 shares held in Trust for Joshua E. Lippert, as to which L. Douglas Lippert is the Trustee. (2) Includes 8,000 shares subject to an option at $8.8125 per share which is exercisable within 60 days. Includes 7,600 shares subject to an option at $9.10 per share which is exercisable within 60 days as to such shares; excludes 7,600 shares subject to such option, as to which such option is not exercisable within 60 days. Includes 3,700 shares subject to an option at $25.56 per share which is exercisable within 60 days as to such shares, excludes 14,800 shares subject to such option as to which is not exercisable within 60 days. Excludes 45,225 shares held in Trust for Joshua E. Lippert, as to which L. Douglas Lippert is the Trustee. SCHEDULE 13D CUSIP No. 26168L 205 Page 8 of 21 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (entities only) Jarod B. 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 ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Jarod Lippert is a citizen of the United States. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 14,294 (1) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 14,294 (1) WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,094 (2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 26168L 205 Page 9 of 21 Pages ATTACHMENT TO SCHEDULE 13D (1) Excludes 2,400 shares subject to an option at $9.10 per share, which is exercisable within 60 days as to 1,200 shares and not exercisable within 60 days as to 1,200 shares. Excludes 3,000 shares subject to an option at $25.56 per share, which is exercisable within 60 days as to 600 shares and not exercisable within 60 days as to 2,400 shares. Excludes 37,333 shares held in Trust for Jarod B. Lippert, as to which L. Douglas Lippert is the Trustee. (2) Includes 1,200 shares subject to an option at $9.10 per share which is exercisable within 60 days as to such shares; excludes 1,200 shares subject to such option as to which such option is not exercisable within 60 days. Includes 600 shares subject to an option at $25.56 per share which is exercisable within 60 days as to such shares, excludes 2,400 shares subject to such option, as to which is not exercisable within 60 days. Excludes 37,333 shares held in Trust for Jarod B.Lippert, as to which L. Douglas Lippert is the Trustee. SCHEDULE 13D CUSIP No. 26168L 205 Page 10 of 21 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. SCHEDULE 13D CUSIP No. 26168L 205 Page 11 of 21 Pages ATTACHMENT TO SCHEDULE 13D Item 1. Security and Issuer No Change SCHEDULE 13D CUSIP No. 26168L 205 Page 12 of 21 Pages ATTACHMENT TO SCHEDULE 13D Item 2. Identity and Background No change SCHEDULE 13D CUSIP No. 26168L 205 Page 13 of 21 Pages ATTACHMENT TO SCHEDULE 13D Item 3. Source and Amount of Funds or Other Consideration No Change SCHEDULE 13D CUSIP No. 26168L 205 Page 14 of 21 Pages ATTACHMENT TO SCHEDULE 13D Item 4. Purpose of Transaction No Change SCHEDULE 13D CUSIP No. 26168L 205 Page 15 of 21 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, Jason D. Lippert, and Joshua E. Lippert. Because L. Douglas Lippert has sole voting and dispositive power over 290,622 shares including 239,622 as Trustee of the Trusts, and 51,000 shares subject to options exercisable within 60 days, the aggregate number of shares of stock owned beneficially by L. Douglas Lippert pursuant to Rule 13d-3 is 290,622, constituting approximately 2.8% of the Issuer's outstanding shares of Common Stock. Because Jason D. Lippert has sole ownership of 115,750 shares, including 41,800 shares pursuant to options exercisable within 60 days, the aggregate number of shares of stock owned beneficially by Jason D. Lippert pursuant to Rule 13d-3 is 115,750, constituting approximately 1.1% of the Issuer's outstanding shares of Common Stock. Because Joshua E. Lippert has sole ownership of 65,100 shares, including 19,300 shares pursuant to options exercisable within 60 days, the aggregate number of shares of stock owned beneficially by Joshua E. Lippert pursuant to Rule 13d-3 is 65,100, constituting approximately 0.6% of the Issuer's outstanding shares of Common Stock. Because Jarod B. Lippert has sole ownership of 16,094 shares, including 1,800 shares pursuant to options exercisable within 60 days, the aggregate number of shares of stock owned beneficially by Jarod B. Lippert pursuant to Rule 13d-3 is 16,094, constituting approximately 0.2% 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: SCHEDULE 13D CUSIP No. 26168L 205 Page 16 of 21 Pages ATTACHMENT TO SCHEDULE 13D Since the filing of Amendment No.10 to this schedule 13D, dated March 9, 2004,the following transactions in shares of Common Stock were affected by the Reporting Persons: On October 8, 2004 Jason D. Lippert sold 5,000 shares of Common Stock at $33.70 per share in the open market. On November 18, 2004, an option with respect to 7,500 shares of Common Stock was granted by the Company to Jason D. Lippert at the exercise price of $32.31 per share. On December 3, 2004, L. Douglas Lippert transferred 385,315 shares of Common Stock to L. Douglas Lippert FLITE Trust, dated October 29, 2003, First National Trust Company as Trustee. SCHEDULE 13D CUSIP No. 26168L 205 Page 17 of 21 Pages ATTACHMENT TO SCHEDULE 13D Paragraph (d) Not applicable. Paragraph (e) Not applicable. SCHEDULE 13D CUSIP No. 26168L 205 Page 18 of 21 Pages ATTACHMENT TO SCHEDULE 13D Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No Change SCHEDULE 13D CUSIP No. 26168L 205 Page 19 of 21 Pages ATTACHMENT TO SCHEDULE 13D Item 7. Material to be filed as Exhibits No change SCHEDULE 13D CUSIP No. 26168L 205 Page 20 of 21 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: December 13, 2004 /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: Jason D. Lippert (1) Joshua E. Lippert (2) Jarod B. Lippert (3) (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. (3) The Power of Attorney authorizing L. Douglas Lippert to act on behalf of such person is incorporated by reference to Exhibit D-2 of amendment 9 to the Schedule 13D dated October 16, 1997, relating to Common Stock of Drew Industries incorporated SCHEDULE 13D CUSIP No. 26168L 205 Page 21 of 21 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: December 13, 2004 /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: Jason D. Lippert (1) Joshua E. Lippert (2) Jarod B. Lippert (3) (1) 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. (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 (3) The Power of Attorney authorizing L. Douglas Lippert to act on behalf of such person is incorporated by reference to Exhibit D-2 of amendment 9 to the Schedule 13D dated October 16, 1997, relating to Common Stock of Drew Industries Incorporated. -----END PRIVACY-ENHANCED MESSAGE-----