Scott N. Draime

SECURITIES EXCHANGE ACT OF 1934
Release No. 44384 / June 4, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10500

I.

The Commission deems it appropriate that public administrative proceedings be, and they hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") to determine whether Scott N. Draime ("Draime") violated Sections 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

II.

In anticipation of the institution of these administrative proceedings, Draime ("the Respondent") has submitted an Offer of Settlement which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, the Respondent, without admitting or denying the matters set forth herein, consents to the issuance of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Findings and Order of the Commission ("the Order"), and to the entry of the findings, and imposition of the remedial sanctions set forth below.

III.

On the basis of this Order and the Respondent's Offer of Settlement ("Offer"), the Commission finds the following:

A. FACTS

1. Respondent

Scott N. Draime was at relevant times a beneficial owner of more than ten percent of the equity securities of Stoneridge, Inc. ("Stoneridge").

2. ISSUER

Stoneridge, Inc., an Ohio corporation with principal offices in Warren, Ohio, is a designer and manufacturer of highly engineered electrical and electronic components, modules and systems for the automotive, medium and heavy-duty truck, and agricultural vehicle markets. According to Stoneridge's Annual Report on Form 10-K for the year ended December 31, 2000, Stoneridge had total assets of over $696 million and shareholders' equity of over $262.1 million as of December 31, 2000. Stoneridge had 22,397,311 shares of common stock outstanding as of March 22, 2001. Stoneridge reported net income of approximately $32.7 million, or $1.46 per common share, for its 2000 fiscal year. Stoneridge's common stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act, and is traded on the New York Stock Exchange.

B. APPLICABLE LAW

Section 13(g) of the Exchange Act and Rule 13d-1(c) thereunder, in relevant part, require any person who, as of December 31, 1978 or as of the end of any calendar year thereafter, beneficially owns more than 5 percent of any equity security of a company registered pursuant to Section 12 of the Exchange Act, and who is not otherwise required to file a Schedule 13D, to file a Schedule 13G with the Commission within 45 days of the end of the calendar year in which the obligation arises. Rule 13d-2(b) provides that yearly amendments shall be filed to Schedule 13G reporting changes in the information previously reported.

Section 16(a) of the Exchange Act requires that beneficial owners of more than ten percent of any class of any equity security registered pursuant to Section 12 of the Exchange Act and the officers and directors of the issuer of any such security (hereinafter "insider") file a statement with the Commission by the effective date of a registration statement filed pursuant to Section 12 of the Exchange Act, or within ten days of becoming such officer, director or beneficial owner, reporting the amount of all equity securities of such issuer of which they are a beneficial owner. Section 16(a) also requires an insider to file with the Commission within ten days after the close of each calendar month, if there has been a change in the insider's ownership of the issuer's equity securities during such month, a statement indicating such changes. The rules enacted pursuant to Section 16(a) provide that an initial statement by an insider is to be made on a Form 3 and subsequent statements of changes in beneficial ownership are to be made on a Form 4 or a Form 5.

C. DRAIME'S VIOLATIONS OF SECTIONS 13(g) and 16(a) OF THE EXCHANGE ACT AND THE RULES THEREUNDER

In connection with changes in his ownership of Stoneridge securities, Draime failed to timely file two amendments to Schedule 13G for three weeks and one year and three weeks respectively. In addition, Draime failed to timely file fifteen Forms 4 (which were late for periods ranging from one week to more than ten months), and one Form 5, which was filed more than four months late. The total value of the transactions in Stoneridge stock for which Draime filed late Forms 4 and 5 is approximately $8.8 million.

Draime's history of delinquency, compiled from the ownership reports he has filed with the Commission for Stoneridge, is set forth below:

IV.

FINDINGS

Based on the above, the Commission finds that Draime violated Sections 13(g) and 16(a) of the Exchange Act, Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

V.

OFFER OF SETTLEMENT

Draime has submitted an Offer of Settlement in this proceeding which the Commission has determined to accept. Draime, in his Offer, consents to this Order making findings, as set forth above, and ordering him to cease and desist from committing or causing any violations of, and committing or causing any future violations of, Sections 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

VI.

ORDER

Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that Draime cease and desist from committing or causing any violations of, and committing or causing any future violations of, Sections 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

By the Commission.

Jonathan G. Katz
Secretary