<PAGE>
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
DREW INDUSTRIES INCORPORATED
(NAME OF ISSUER)
DREW INDUSTRIES INCORPORATED
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
26168L 20 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
MR. LEIGH J. ABRAMS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
200 MAMARONECK AVENUE
WHITE PLAINS, NEW YORK 10601
(914) 428-9098
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
------------------------
Copy to:
HARVEY F. MILMAN, ESQ.
GILBERT, SEGALL AND YOUNG LLP
430 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 644-4000
------------------------
CALCULATION OF FILING FEE
===============================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$4,000,000 $800.00
===============================================================================
* For the purpose of calculating the filing fee only, this amount is based on
the purchase of 500,000 shares of Common Stock, par value $.01 per share, of
Drew Industries Incorporated at $8.00 per share.
** The amount of the filing fee equals 1/50th of one percent (1%) of the value
of the securities to be acquired.
/ / Check the box if any part of the fee is offset as provided in Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form of Schedule and the date of its filing.
Amount Previously Paid:.........................................
Form or Registration No.:.......................................
Filing Party:...................................................
Date Filed:.....................................................
/ / Check the box if the filing relates solely to preliminary communications
made before commencement of the tender offer.
Check the appropriate boxes below to designate any transaction to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1
/x/ issuer tender offer subject to Rule 13e-4
/ / going-private transaction subject to Rule 13e-3
/ / amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer / /
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<PAGE>
TENDER OFFER
This Tender Offer Statement on Schedule TO (the "Schedule TO") relates to
an offer by Drew Industries Incorporated, a Delaware corporation ("Drew") to
purchase 500,000 of its outstanding shares of common stock, par value $0.01 per
share (the "Shares"), at $8.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase (the
"Offer to Purchase") and in the related Letter of Transmittal, copies of which
are attached hereto as Exhibits 12(a)(1) and 12(a)(2) (which are herein
collectively referred to as the "Offer").
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to the items of this Schedule TO, as set forth below.
ITEM 1. SUMMARY TERM SHEET.
See the section of the Offer to Purchase entitled "Summary Term Sheet."
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) See Section 9 of the Offer to Purchase.
(b) See the Introduction of the Offer to Purchase.
(c) See Section 7 of the Offer to Purchase.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) See Section 10 of the Offer to Purchase.
ITEM 4. TERMS OF THE TRANSACTION.
(a) See Sections 1, 3, 4, 5, 6, 11 and 14 of the Offer to Purchase.
(b) See Section 10 of the Offer to Purchase.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) See Section 10 of the Offer to Purchase.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a)-(c) See Section 2 of the Offer to Purchase.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) See Section 8 of the Offer to Purchase.
(b) Not Applicable.
(d) See Sections 8 and 15 of the Offer to Purchase.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) See Section 10 of the Offer to Purchase.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Not Applicable.
ITEM 10. FINANCIAL STATEMENTS.
Financial statements are not material to the transaction.
ITEM 11. ADDITIONAL INFORMATION.
(a) See Sections 11 and 12 of the Offer to Purchase.
(b) Not applicable.
1
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ITEM 12. MATERIAL TO BE FILED AS AN EXHIBIT.
(a)(1) Offer to Purchase dated May 1, 2000.
(a)(2) Letter of Transmittal.
(a)(3) Drew Letter to Stockholders dated May 1, 2000.
(a)(4) Notice of Guaranteed Delivery.
(a)(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(6)Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(8) Drew Press Release dated April 24, 2000.
(a)(9) Drew Press Release dated May 1, 2000.
(b) Credit Facility incorporated by reference to Exhibits 10.165-10.178 to
the Company's Annual Report on Form 10K for the period ending December
31, 1997.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not Applicable.
2
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SIGNATURE
After due inquiry and to the best knowledge and belief of the undersigned,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: May 1, 2000
DREW INDUSTRIES INCORPORATED
By: /s/ LEIGH J. ABRAMS
----------------------------------
Name: Leigh J. Abrams
Title: President and Chief
Executive Officer
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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<S> <C> <C>
(a)(1) Offer to Purchase dated May 1, 2000.
(a)(2) Letter of Transmittal.
(a)(3) Drew Letter to Stockholders dated May 1, 2000.
(a)(4) Notice of Guaranteed Delivery.
(a)(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(7) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(8) Drew Press Release dated April 24, 2000.
(a)(9) Drew Press Release dated May 1, 2000.
(b) Credit Facility incorporated by reference to Exhibits 10.165-10.178 to
the Company's Annual Report on Form 10K for the period ending December
31, 1997.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
</TABLE>
<PAGE>
[LETTERHEAD OF DREW INDUSTRIES INCORPORATED]
May 1, 2000
To Our Stockholders:
Drew Industries Incorporated (the "Company") is offering to purchase up to
500,000 shares of its common stock (the "Shares") from existing stockholders.
The purchase price will be $8.00 per Share. The Company is conducting the offer
through a procedure commonly referred to as an "Issuer Self-Tender Offer." This
procedure allows the Company to purchase its Shares at a pre-determined price,
in accordance with the terms of the offer.
Any stockholder whose Shares are properly tendered directly to ChaseMellon
Shareholder Services, L.L.C., the depositary for the offer, and purchased
pursuant to the offer, will receive the net purchase price in cash, without
interest, and will not incur the usual transaction costs associated with open
market sales. If more than 500,000 Shares (or such greater number of Shares as
the Company elects to purchase) are tendered, the Shares will be purchased on a
pro rata basis from each stockholder who properly tendered their Shares, except
that all Shares validly tendered by any stockholder who owns an aggregate of
less than 100 Shares, and tenders all such Shares, will be purchased in their
entirety prior to proration.
The terms and conditions of the offer are explained in detail in the
enclosed Offer to Purchase and the related Letter of Transmittal. We encourage
you to read these materials carefully before making any decision with respect to
the offer. The instructions on how to tender Shares are also explained in detail
in the accompanying materials.
IF YOU HAVE ANY QUESTIONS REGARDING THE OFFER OR NEED ASSISTANCE IN
TENDERING YOUR SHARES, PLEASE CONTACT CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
THE INFORMATION AGENT FOR THE OFFER, TOLL FREE AT (800) 550-8475.
Neither the Company nor the Board of Directors of the Company makes any
recommendation to stockholders as to whether to tender or refrain from tendering
their Shares. Each stockholder must make the decision whether to tender such
stockholder's Shares and, if so, how many Shares to tender. The Company has been
advised that none of its directors or executive officers intend to tender Shares
pursuant to the offer.
The offer will expire at 5:00 p.m., New York City time, on Wednesday, May
31, 2000, unless extended by the Company.
Very Truly Yours,
Leigh J. Abrams
President and Chief Executive Officer
Enclosures:
website: www.drewindustries.com
[email protected]
<PAGE>
DREW INDUSTRIES INCORPORATED
OFFER TO PURCHASE FOR CASH UP TO
500,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE OF $8.00 PER SHARE
Drew Industries Incorporated (the "Company"), hereby invites its
stockholders to tender shares (the "Shares") of its common stock, par value $.01
per share (the "Common Stock"), to the Company at a price of $8.00 per share,
net to the seller in cash, without interest thereon (the "Purchase Price"), upon
the terms and subject to the conditions set forth herein and in the related
Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the "Offer"). All Shares acquired in the Offer will be
acquired at the Purchase Price. The Company reserves the right, in its sole
discretion, to purchase more than 500,000 Shares pursuant to the Offer. See
Section 14.
SUMMARY TERM SHEET
The following are some of the questions you, as a stockholder of the
Company, may have and answers to those questions. The Company urges you to
carefully read the remainder of this Offer to Purchase and the accompanying
Letter of Transmittal because the information in this Summary Term Sheet is not
complete and additional important information is contained in the remainder of
this Offer to Purchase and the Letter of Transmittal.
o WHO IS OFFERING TO BUY MY SECURITIES?
The Company is offering to purchase its own securities from you, the
stockholder. See Section 1.
o WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?
The Company is seeking to purchase 500,000 Shares of its outstanding Common
Stock. See Section 1.
o HOW MUCH IS THE COMPANY OFFERING TO PAY FOR MY SECURITIES AND WHAT IS THE FORM
OF PAYMENT?
The Company is offering to pay $8.00 per share in cash, less any
withholding taxes. If you tender your Shares directly to the Company in the
Offer, you will not have to pay brokerage fees or similar expenses. See Section
3.
o DOES THE COMPANY HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?
The Company will need approximately $4.2 million to purchase the Shares
pursuant to the Offer and to pay related fees and expenses. The Company expects
to obtain the necessary funds from operations and its credit facility arranged
by The Chase Manhattan Bank. See Section 8.
o IS THE COMPANY'S FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE
OFFER?
Because the form of payment consists solely of cash and the Offer is not
conditioned on the Company's ability to obtain financing, the Company does not
think its financial condition is relevant to your decision whether to tender
your Shares in the Offer. See Section 8.
o HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?
Initially, you will have at least until 5:00 p.m., New York City time, on
Wednesday, May 31, 2000, to decide whether to tender your shares in the Offer.
Further, if you cannot deliver everything that is required in order to make a
valid tender by that time, you may be able to use a guaranteed delivery
procedure, which is described later in this Offer to Purchase. See Section 3.
o CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES?
The Company can extend or amend the Offer in its discretion, and if any
condition to the Offer is not satisfied or waived prior to the expiration date,
the Company may extend the expiration date or amend any term of the Offer. See
Section 14.
(i)
<PAGE>
o HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?
If the Company decides to extend the Offer, the Company will inform
ChaseMellon Shareholder Services, L.L.C., which is the depositary for the Offer,
of that fact and will make a public announcement of the extension, not later
than 9:00 a.m., New York City time, on the business day after the day on which
the Offer was scheduled to expire. See Section 14.
o WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?
The Offer is not conditioned on the receipt of financing or any
governmental or non-governmental approvals. See Section 6.
o HOW DO I TENDER MY SHARES?
To tender Shares, you must deliver the certificates representing your
Shares, together with a completed Letter of Transmittal, to ChaseMellon
Shareholder Services, the depositary for the Offer, not later than the time the
Offer expires. If your Shares are held in a street name, the Shares can be
tendered by your nominee through The Depositary Trust Company. If you cannot get
something that is required to the depositary by the expiration of the Offer you
will have some extra time to do so by having a broker, a bank or other fiduciary
which is a member of the Securities Transfer Agents Medallion Program or other
eligible institution to guarantee that the missing items will be received by the
depositary within three American Stock Exchange trading days. However, the
depositary must receive the missing items within that three trading day period.
See Section 3.
o UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?
You can withdraw Shares at any time until the Offer has expired and, if the
Company has not by June 10, 2000 agreed to accept your Shares for payment, you
can withdraw them at any time after such time until the Company accepts Shares
for payment. See Section 4.
o HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?
To withdraw Shares, you must deliver a written notice of withdrawal, or a
facsimile of one, with the required information to the depositary, ChaseMellon
Shareholder Services, while you still have the right to withdraw the Shares. See
Section 4.
o IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?
The Offer allows you to sell all or a portion of your Shares if you so
desire. If you determine not to accept the Offer or your Shares are not
purchased in the Offer, your proportionate ownership in the Company will likely
increase. After the Offer, increases or decreases in the Company's net income
will be reflected in greater increases or decreases in earnings per share than
is presently the case because of the smaller number of Shares that will be
outstanding, assuming the Company does not issue additional Shares in the
future. See Section 11.
o WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?
On April 28, 2000, the last full trading day before the Company announced
the Offer, the closing price of the Company's common stock (symbol: DW) reported
on the American Stock Exchange ("AMEX(R)") was $7.0625 per Share. The Company
recommends that you obtain a recent quotation for Shares of the Company's Common
Stock in deciding whether to tender your Shares. See Section 7.
o WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE OFFER?
You can call ChaseMellon Shareholder Services, L.L.C. which is acting as
the information agent for the Offer, at (800) 550-8475 (toll free). See the back
cover of this Offer to Purchase for additional contact information.
(ii)
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
INTRODUCTION............................................................................................... 1
THE OFFER.................................................................................................. 2
1. Material Terms of the Offer....................................................................... 2
2. Purpose of the Offer; Certain Effects of the Offer................................................ 3
3. Procedures for Tendering Shares................................................................... 5
4. Withdrawal Rights................................................................................. 8
5. Purchase of Shares and Payment of Purchase Price.................................................. 9
6. Certain Conditions of the Offer................................................................... 10
7. Price Range of Shares............................................................................. 11
8. Source and Amount of Funds........................................................................ 11
9. Certain Information Concerning the Company........................................................ 12
10. Interest of Directors, Officers and Nominees; Transactions and Arrangements
Concerning Shares............................................................................... 12
11. Effects of the Offer On the Market for Shares; Registration Under the Exchange Act................ 14
12. Certain Legal Matters; Regulatory Approvals....................................................... 14
13. Certain United States Federal Income Tax Consequences............................................. 14
14. Extension of the Offer; Termination; Amendment.................................................... 16
15. Fees and Expenses................................................................................. 17
16. Miscellaneous..................................................................................... 17
</TABLE>
CERTAIN SECTIONS OF THIS OFFER TO PURCHASE INCLUDING, BUT NOT LIMITED TO,
SECTION 2 ENTITLED "PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER" CONTAIN
CERTAIN "FORWARD LOOKING STATEMENTS" AS SUCH TERM IS USED UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. THE COMPANY'S PERFORMANCE MAY BE
AFFECTED BY MANY UNCERTAINTIES THAT EXIST IN THE COMPANY'S OPERATIONS AND
BUSINESS ENVIRONMENT THAT MAY CAUSE ACTUAL PERFORMANCE TO DIFFER MATERIALLY FROM
PERFORMANCE SUGGESTED BY ANY FORWARD LOOKING STATEMENTS.
(iii)
<PAGE>
To the Holders of Common Stock
of Drew Industries Incorporated:
INTRODUCTION
Drew Industries Incorporated, a Delaware corporation (the "Company"),
invites its stockholders to tender shares (the "Shares") of its common stock,
par value $.01 per share (the "Common Stock"), to the Company at a price of
$8.00 per Share, net to the seller in cash, without interest thereon (the
"Purchase Price"), upon the terms and subject to the conditions set forth herein
and in the related letter of transmittal (the "Letter of Transmittal") (which,
as amended or supplemented from time to time, together constitute the "Offer").
The Shares are listed and traded on the American Stock Exchange
("AMEX(R)"). On April 28, 2000, the last full trading day prior to the
commencement of the Offer, the closing per Share price as reported on the
AMEX(R) was $7.0625.
All Shares properly tendered prior to the Expiration Date (as defined in
Section 1) will be purchased at the Purchase Price, upon the terms and subject
to the conditions of the Offer, including proration provisions, if applicable.
The Company reserves the right, in its sole discretion, to purchase more than
500,000 Shares pursuant to the Offer. See Section 14.
The Offer is not conditioned on any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions. See
Section 6.
The Board of Directors of the Company has approved the Offer. However,
neither the Company nor its Board of Directors makes any recommendation to
stockholders as to whether to tender or refrain from tendering their Shares.
Each stockholder must make the decision whether to tender Shares and, if so, how
many Shares to tender. The Company's directors and officers have advised the
Company that they do not intend to tender any Shares in the Offer. See Section
10.
Upon the terms and subject to the conditions of the Offer, if, at the
Expiration Date, more than 500,000 Shares (or such greater number of Shares as
the Company may elect to purchase) are properly tendered and not properly
withdrawn, the Company may buy all Shares on a pro rata basis from all
stockholders who properly tender Shares and do not properly withdraw them prior
to the expiration of the Offer. See Section 1.
The Purchase Price will be paid to tendering stockholders in cash, without
interest thereon, for all Shares purchased. Tendering stockholders who hold
Shares in their own name and who tender their Shares directly to ChaseMellon
Shareholder Services, L.L.C., which is acting as the Depositary in connection
with the Offer, will not be obligated to pay brokerage commissions or
solicitation fees on the purchase of Shares by the Company pursuant to the
Offer. Stockholders holding Shares through brokers or banks are urged to consult
the brokers or banks to determine whether transaction costs are applicable if
stockholders tender Shares through the brokers or banks and not directly to the
Depositary. However, any tendering stockholder or other payee who fails to
complete, sign and return to the Depositary the Substitute Form W-9 that is
included as part of the Letter of Transmittal may be subject to required United
States Federal Income Tax Backup Withholding of 31% of the gross proceeds
payable to the tendering stockholder or other payee pursuant to the Offer. See
Section 3. The Company will pay all fees and expenses of ChaseMellon Shareholder
Services, L.L.C., which is acting as the Information Agent in connection with
the Offer. See Section 15.
The Board of Directors determined that an offer to repurchase Shares
directly from the Company's stockholders pursuant to this Offer would be in the
best interests of the Company and its stockholders. The Board of Directors
believes that the purchase of Shares at this time is consistent with the
Company's long term corporate goal of seeking to increase stockholder value.
However, neither the Board of Directors nor the Company makes any recommendation
as to whether any stockholder should tender any or all of such stockholder's
Shares pursuant to the Offer, or as to the Purchase Price.
The Offer provides stockholders who are considering a sale of all or a
portion of their Shares with the opportunity to sell those Shares for cash
without, where Shares are tendered by the registered owner thereof directly to
the Depositary, the usual transaction costs associated with open market sales.
In addition, the Offer will give stockholders the opportunity to sell at prices
greater than the closing price on the day prior to the commencement of the
Offer. The Offer also allows stockholders to sell only a portion of their Shares
while
1
<PAGE>
retaining a continuing equity interest in the Company. Stockholders who
determine not to accept the Offer will realize a proportionate increase in their
interest in the Company, subject to the Company's right to issue additional
Shares and other equity securities in the future. After consummation of the
Offer, increases or decreases in the Company's net income will be reflected in
greater increases or decreases in earnings per share than is presently the case
because of the smaller number of Shares that will be outstanding, assuming the
Company does not issue additional Shares in the future. In determining whether
to tender Shares pursuant to the Offer, stockholders should consider the
possibility that they may be able to sell their Shares in the future on the
American Stock Exchange ("AMEX(R)"), or otherwise, at a net price higher than
the Purchase Price. The Company can give no assurance, however, as to the price
at which a stockholder may be able to sell non-tendered Shares in the future.
As of April 28, 2000, the Company had 11,105,854 issued and outstanding
Shares, 699,900 Shares held in treasury and had reserved 942,734 Shares for
issuance upon exercise of outstanding stock options ("Options") under the
Company's stock option plan (the "Option Plan"). The 500,000 Shares that the
Company is offering to purchase pursuant to the Offer represent approximately
4.5% of the Company's Shares outstanding on April 28, 2000 (approximately 4.1%
assuming exercise of outstanding Options). The Shares are listed and traded on
the AMEX(R) under the symbol "DW." On April 28, 2000, the last full trading day
on the prior to the commencement of the Offer, the closing per Share sales price
as reported on the AMEX(R) was $7.0625. Stockholders are urged to obtain current
market quotations for the Shares.
THE OFFER
1. MATERIAL TERMS OF THE OFFER.
Upon the terms and subject to the conditions of the Offer, the Company will
purchase 500,000 Shares or such lesser number of Shares as are properly tendered
(and not properly withdrawn in accordance with Section 4) prior to the
Expiration Date (as defined below) at a price of $8.00 per Share, net to the
seller in cash, without interest thereon.
The term "Expiration Date" means 5:00 p.m., New York City time, on May 31,
2000 unless and until the Company, in its sole discretion, shall have extended
the period of time during which the Offer will remain open, in which event the
term "Expiration Date" shall refer to the latest time and date at which the
Offer, as so extended by the Company, shall expire. See Section 14 for a
description of the Company's right to extend, delay, terminate or amend the
Offer. The Company reserves the right to purchase more than 500,000 Shares
pursuant to the Offer. In accordance with applicable regulations of the
Securities and Exchange Commission (the "Commission"), the Company may purchase
pursuant to the Offer an additional number of Shares, not to exceed 2% of the
outstanding Shares (222,117 Shares), without amending or extending the Offer.
See Section 14. In the event of an over-subscription of the Offer as described
below, Shares tendered may be subject to proration. The proration period also
expires on the Expiration Date.
The Offer will be extended an additional ten business days, if (a) the
Company increases the number of Shares being sought in the Offer by more than 2%
of the outstanding Shares (222,117 Shares), or (b) the Company decreases the
number of Shares being sought, and (c) the Offer is scheduled to expire at any
time earlier than ten business days from, and including, the date that notice of
such increase or decrease is first published, sent or given in the manner
specified in Section 14.
The Offer is not conditioned on the tender of any minimum number of Shares,
but is subject to certain other conditions. See Section 6.
All Shares properly tendered pursuant to the Offer and not properly
withdrawn will be purchased at the Purchase Price, upon the terms and subject to
the conditions of the Offer, including the proration provisions, if applicable.
All Shares tendered and not purchased pursuant to the Offer, including Shares
not purchased because of proration, will be returned to the tendering
stockholders at the Company's expense as promptly as practicable following the
Expiration Date.
If the number of Shares properly tendered and not properly withdrawn prior
to the Expiration Date is less than or equal to 500,000 Shares (or such greater
number of Shares as the Company may elect to purchase
2
<PAGE>
pursuant to the Offer), the Company will, upon the terms and subject to the
conditions of the Offer, purchase all Shares so tendered at the Purchase Price.
If the number of Shares tendered and not withdrawn prior to the Expiration
Date is greater than 500,000 Shares (or such greater number of Shares as the
Company may elect to purchase pursuant to the Offer) the Company, upon the terms
and subject to the conditions of the Offer, will accept Shares for purchase in
the following order of priority:
(a) first, all Shares validly tendered and not validly withdrawn prior
to the Expiration Date by any stockholder who beneficially owned as of the
close of business on April 28, 2000, and continues to own beneficially or
of record as of the Expiration Date, an aggregate of fewer than 100 Shares
(each an "Odd Lot Holder"), who:
(1) tenders all Shares beneficially owned by such Odd Lot Holder
(partial tenders will not qualify for this preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery;
and
(b) then, after purchase of all the foregoing Shares validly tendered
by Odd Lot Holders, all other Shares validly tendered and not validly
withdrawn prior to the Expiration Date on a pro rata basis, if necessary
(with appropriate adjustments to avoid purchases of fractional Shares).
In the event that proration of tendered Shares is required, the Company
will determine the proration factor as soon as practicable following the
Expiration Date. Proration for each stockholder other than Odd Lot Holders
tendering Shares shall be based on the ratio of the number of Shares properly
tendered and not properly withdrawn by each stockholder to the total number of
Shares properly tendered and not properly withdrawn by all stockholders.
Because of the difficulty in determining the number of Shares properly
tendered (including Shares tendered by guaranteed delivery procedures, as
described in Section 3) and not properly withdrawn, the Company does not expect
that it will be able to announce the final proration factor or commence payment
for any Shares purchased pursuant to the Offer until approximately five business
days after the Expiration Date. The preliminary results of any proration will be
announced by press release as promptly as practicable after the Expiration Date,
which press release will be also posted on the Company's website at
http://www.drewindustries.com. Stockholders may obtain preliminary proration
information from the Information Agent and may be able to obtain such
information from their brokers.
The order of the purchase of Shares by the Company from a stockholder
pursuant to the Offer may affect the United States federal income tax
consequences to the stockholder of the purchase and, therefore, may be relevant
to a stockholder's decision whether or not to tender Shares. The Letter of
Transmittal affords each tendering stockholder the opportunity to designate the
order of priority in which Shares tendered are to be purchased in the event of
proration. Stockholders should consult with their own tax advisors.
This Offer to Purchase and the related Letter of Transmittal will be mailed
to stockholders who were record holders of Shares as of April 28, 2000 and will
be furnished to brokers, banks and similar persons whose names, or the names of
whose nominees, appear on the Company's stockholder list or, if applicable, who
are listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
2. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER.
The Board of Directors believes that the Company's financial position,
outlook and current market conditions make this an attractive time to repurchase
a portion of the outstanding Shares.
Since October 1997, pursuant to authorizations by the Board of Directors to
purchase up to 1,450,000 Shares, the Company has repurchased 699,900 Shares on
the open market, in privately negotiated transactions, or otherwise. Such
authorizations were based upon the determination of the Board of Directors that
Company repurchases of Shares would provide a liquidity opportunity for those
stockholders wishing to dispose of their Shares, enhance stockholder value for
the remaining stockholders, and that such repurchases would be in the best
interests of the Company and its stockholders.
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After considering the results of the Company's Share repurchase program and
the Company's alternatives, the Board of Directors determined that an offer to
repurchase Shares directly from the Company's stockholders pursuant to this
Offer would be in the best interests of the Company and its stockholders, and
authorized the Offer. Shares purchased pursuant to the Offer will be in addition
to Shares purchased under the repurchase program. The Board of Directors
believes that the purchase of Shares at this time is consistent with the
Company's long-term corporate goal of seeking to increase stockholder value.
Stockholders who determine not to accept the Offer or whose Shares are not
purchased in the Offer will obtain a proportionate increase in their ownership
interest in the Company. After consummation of the Offer, increases or decreases
in the Company's net income will be reflected in greater increases or decreases
in earnings per Share than is presently the case because of the smaller number
of Shares that will be outstanding, assuming the Company does not issue
additional Shares in the future.
Subsequent to the Offer, the Company may consider periodically additional
purchases of Shares pursuant to one or more open-market purchase programs. As a
result, the Company may in the future purchase additional Shares on the open
market, in private transactions, through tender offers or otherwise, subject to
the approval of the Board of Directors. Future purchases may be on the same
terms or on terms which are more or less favorable to stockholders than the
terms of the Offer. However, Rule 13e-4 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prohibits the Company and its affiliates
from purchasing any Shares, other than pursuant to the Offer, until at least ten
business days after the Expiration Date. Any possible future purchases by the
Company will depend on many factors, including the market price of the Shares,
the results of the Offer, the Company's business and financial position and
general economic and market conditions.
The Company believes that after the Offer is completed the Company will
have sufficient cash flow and access to other sources of capital in order to
fund its working capital needs and provide for its current capital expenditure
requirements. The funds required to complete the Offer and pay related expenses
will be generated from operations and borrowings incurred by the Company under
its credit facility arranged by The Chase Manhattan Bank. See Section 8.
The Board of Directors of the Company has approved the Offer. However,
neither the Company nor its Board of Directors makes any recommendation to
stockholders as to whether to tender or refrain from tendering their Shares and
neither has authorized any person to make any such recommendation. Stockholders
are urged to evaluate carefully all information in the Offer, consult with their
own investment and tax advisors and make their own decisions whether to tender
Shares and, if so, how many Shares to tender. The officers and directors of the
Company have advised the Company that they do not plan to tender Shares pursuant
to the Offer. See Section 10.
Shares the Company acquires pursuant to the Offer will be held in the
Company's treasury (unless and until the Company determines to retire any such
Shares) and will be available for the Company to issue without further
stockholder action (except as required by applicable law or the rules of the
AMEX(R) or any other securities exchange on which the Shares may be listed) for
purposes including, but not limited to, the acquisition of other businesses, the
raising of additional capital for use in the Company's business and the
satisfaction of obligations under existing or future employee benefit plans. The
Company has no current plans for the issuance of Shares repurchased pursuant to
the Offer.
The beneficial ownership of certain Directors of the Company may cause them
to be deemed to have certain interests with respect to the Offer. See Section
10.
Except as disclosed in this Offer to Purchase, the Company currently has no
plans or proposals that relate to or would result in (a) the acquisition by any
person of additional securities of the Company or the disposition of securities
of the Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (d) any change in the present Board of Directors or management
of the Company in connection with the Offer; (e) any change in the present
dividend policy, or indebtedness or capitalization of the Company other than in
the Company's ordinary course of business; (f) any other material change in the
Company's corporate structure or business; (g) any change in the Company's
Certificate of Incorporation or By-Laws or other actions which may impede the
acquisition of control of the Company by any person; (h) a class of equity
security of the Company being delisted from a national securities exchange or
ceasing to be authorized for quotation in an inter-dealer quotation system of a
registered national securities
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association; (i) a class of equity security of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) the suspension of the Company's obligation to file reports pursuant to
Section 15(d) of the Exchange Act.
3. PROCEDURES FOR TENDERING SHARES.
Proper Tender of Shares. For Shares to be tendered properly pursuant to the
Offer, (a) the certificates for such Shares (or confirmation of receipt of such
Shares pursuant to the procedure for book-entry transfer set forth below),
together with a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof), and any other documents required by the
Letter of Transmittal, must be received prior to 5:00 p.m., New York City time,
on the Expiration Date by the Depositary at its address set forth on the back
cover of this Offer to Purchase, or (b) the tendering stockholder must comply
with the guaranteed delivery procedure set forth below.
Stockholders who hold Shares through brokers or banks are urged to consult
the brokers or banks to determine whether transaction costs are applicable if
stockholders tender Shares through the brokers or banks and not directly to the
Depositary.
Signature Guarantees and Method of Delivery. No signature guarantee is
required: (i) if the Letter of Transmittal is signed by the registered holder of
the Shares (which term, for purposes of this Section 3, shall include any
participant in The Depositary Trust Company (the "Book-Entry Transfer Facility")
whose name appears on a security position listing as the owner of the Shares)
tendered therewith and such holder has not completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the Letter of Transmittal; or (ii) if Shares are tendered for
the account of a bank, broker, dealer, credit union, savings association or
other entity which is a member in good standing of the Securities Transfer
Agents Medallion Program or a bank, broker, dealer, credit union, savings
association or other entity which is an "eligible guarantor institution," as
such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934,
as amended (each of the foregoing constituting an "Eligible Institution"). See
Instruction 1 of the Letter of Transmittal. If a certificate for Shares is
registered in the name of a person other than the person executing a Letter of
Transmittal, or if payment is to be made, or Shares not purchased or tendered
are to be issued, to a person other than the registered holder, then the
certificate must be endorsed or accompanied by an appropriate stock power, in
either case, signed exactly as the name of the registered holder appears on the
certificate, with the signature guaranteed by an Eligible Institution.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of
certificates for such Shares (or a timely confirmation of the book-entry
transfer of the Shares into the Depositary's account at the Book-Entry Transfer
Facility as described above), a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof) and any other documents
required by the Letter of Transmittal. The method of delivery of all documents,
including certificates for Shares, the Letter of Transmittal and any other
required documents, is at the election and risk of the tendering stockholder. If
delivery is by mail, then registered mail with return receipt requested,
properly insured, is recommended.
Book-Entry Delivery. The Depositary will establish an account with respect
to the Shares for purposes of the Offer at the Book-Entry Transfer Facility
within two business days after the date of this Offer to Purchase, and any
financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of the Shares by causing the
Book-Entry Transfer Facility to transfer Shares into the Depositary's account in
accordance with the Book-Entry Transfer Facility's procedures for transfer.
Although delivery of Shares may be effected through a book-entry transfer into
the Depositary's account at the Book-Entry Transfer Facility, either (i) a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) with any required signature guarantees or an Agent's Message
hereinafter (as defined) or, in the case of a tender through the Book-Entry
Transfer Facility's Automated Tender Offer Program ("ATOP"), the specific
acknowledgment in each case together with any other required documents must, in
any case, be transmitted to and received by the Depositary at its address set
forth on the back cover of this Offer to Purchase prior to the Expiration Date,
or (ii) the guaranteed delivery procedure described below must be followed. The
confirmation of a book-entry transfer of shares into the Depositary's account at
the Book-Entry Transfer Facility as described above is referred to herein as a
"Book Entry Confirmation." Delivery of the Letter of Transmittal and any other
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required documents to the Book-Entry Transfer Facility does not constitute
delivery to the Depositary and will not constitute a valid tender.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility, in accordance with the normal procedures of such facility to,
and received by, the Depositary and forming a part of a Book-Entry Confirmation
(as defined below), which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that Purchaser
may enforce such agreement against the participant.
United States Federal Income Tax Backup Withholding. Under the United
States federal income tax backup withholding rules, unless an exemption applies
under the applicable law and regulations, 31% of the gross proceeds payable to a
stockholder or other payee pursuant to the Offer must be withheld and remitted
to the United States Internal Revenue Service ("IRS"), unless the stockholder or
other payee provides its taxpayer identification number (employer identification
number or social security number) to the Depositary (as payor), certifies under
penalties of perjury that such number is correct, and provides certain other
certifications regarding the inapplicability of backup withholding. Therefore,
each tendering stockholder should complete and sign the Substitute Form W-9
included as part of the Letter of Transmittal so as to provide the information
and certification necessary to avoid backup withholding. If the Depositary is
not provided with the correct taxpayer identification number, the United States
Holder (as defined in Section 13 herein) also may be subject to a penalty
imposed by the IRS. If withholding based on the presumption that the payment
will be characterized as a dividend for federal income tax purposes results in
an overpayment of taxes, a refund may be obtained. Certain "exempt recipients"
(including, among others, all corporations and certain Non-United States Holders
(as defined in Section 13 herein)) are not subject to these backup withholding,
and information reporting requirements. In order for a Non-United States Holder
to qualify as an exempt recipient, that stockholder must submit an IRS Form W-8
or a Substitute Form W-8, signed under penalties of perjury, attesting to that
stockholder's exempt status. Such statements can be obtained from the
Depositary. See Instruction 11 of the Letter of Transmittal.
To prevent United States Federal Income Tax Backup Withholding equal to 31%
of the gross payments made to stockholders for Shares purchased pursuant to the
Offer, each stockholder who does not otherwise establish an exemption from such
backup withholding must provide the Depositary with the stockholder's correct
taxpayer identification number and provide certain other information by
completing the Substitute Form W-9 included as part of the Letter of
Transmittal.
Withholding For Non-United States Holders. Even if a Non-United States
Holder has provided the required certification to avoid backup withholding, the
Depositary will withhold United States federal income taxes equal to 30% of the
gross payments payable to a Non-United States Holder or his agent unless the
Depositary determines that a reduced rate of withholding is available pursuant
to a tax treaty or that an exemption from withholding is applicable because the
gross proceeds are effectively connected with the conduct of a trade or business
within the United States. In order to obtain a reduced rate of withholding
pursuant to a tax treaty, a Non-United States Holder must deliver to the
Depositary, before the payment, a properly completed and executed IRS Form 1001.
In order to obtain an exemption from withholding on the grounds that the gross
proceeds paid pursuant to the Offer are effectively connected with the conduct
of a trade or business within the United States, a Non-United States Holder must
deliver to the Depositary a properly completed and executed IRS Form 4224. The
Depositary will determine a stockholder's status as a Non-United States Holder
and eligibility for a reduced rate of, or exemption from, withholding based on
the presumption that the payment will be characterized as a dividend for federal
income tax purposes and by reference to any outstanding certificates or
statements concerning eligibility for a reduced rate of, or exemption from,
withholding (e.g., IRS Form 1001 or IRS Form 4224) unless facts and
circumstances indicate that such reliance is not warranted. A Non-United States
Holder may be eligible to obtain a refund of all or a portion of any tax
withheld if such Non-United States Holder meets those tests described in Section
13 that would characterize the exchange as a sale (as opposed to a dividend) or
is otherwise able to establish that no tax or a reduced amount of tax is due.
Non-United States holders are urged to consult their own tax advisors
regarding the application of United States Federal Income Tax Withholding,
including eligibility for a withholding tax reduction or exemption, and the
refund procedure.
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Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to
the Offer and the stockholder's Share certificates are not immediately available
or cannot be delivered to the Depositary prior to the Expiration Date (or the
procedure for book-entry transfer cannot be completed on a timely basis) or if
time will not permit all required documents to reach the Depositary prior to the
Expiration Date, the Shares may nevertheless be tendered, provided that all of
the following conditions are satisfied:
(a) the tender is made by or through an Eligible Institution;
(b) the Depositary receives by hand, mail, overnight courier, telegram
or facsimile transmission, on or prior to the Expiration Date, a properly
completed and duly executed Notice of Guaranteed Delivery substantially in
the form the Company has provided with this Offer to Purchase, including
(where required) a signature guarantee by an Eligible Institution in the
form set forth in such Notice of Guaranteed Delivery; and
(c) the certificates for all tendered Shares, in proper form for
transfer (or confirmation of book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility), together with a
properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof) and any required signature guarantees or other
documents required by the Letter of Transmittal, are received by the
Depositary within three AMEX(R) trading days after the date of receipt by
the Depositary of the Notice of Guaranteed Delivery.
Return of Tendered Shares. If any tendered Shares are not purchased, or if
less than all Shares evidenced by a stockholder's certificates are tendered,
certificates for unpurchased Shares will be returned as promptly as practicable
after the expiration or termination of the Offer or, in the case of Shares
tendered by book-entry transfer at the Book-Entry Transfer Facility, the Shares
will be credited to the appropriate account maintained by the tendering
stockholder at the Book-Entry Transfer Facility, in each case without expense to
the stockholder.
Tenders by Holders of Fewer Than 100 Shares. The Company, upon the terms
and subject to the conditions of the Offer, will accept for purchase, without
proration, all Shares validly tendered and not validly withdrawn prior to the
Expiration Date by or on behalf of Odd Lot Holders. See Section 1. To avoid
proration, however, an Odd Lot Holder must validly tender all Shares that such
Odd Lot Holder beneficially owns. Partial tenders will not qualify for this
preference. This preference is not available to owners of 100 or more Shares
even if such owners have separate stock certificates for fewer than 100 Shares.
By accepting the Offer and tendering Shares directly to the Depositary, an
Odd Lot Holder will avoid the payment of brokerage commissions and any
applicable odd lot discount payable on a sale of such Shares in a transaction
effected on a securities exchange.
Company Stock Option Plan. The Company is not offering, as part of the
Offer, to purchase any Options outstanding under the Company's Option Plan and
tenders of Options will not be accepted. Holders of Options who wish to
participate in the Offer may either (i) comply with the procedure for guaranteed
delivery set forth above without having to exercise their Options until after
the results of the Offer are known (provided, however, that an Option holder
will not be required to make the requisite tender through an Eligible
Institution and may personally execute and deliver the Notice of Guaranteed
Delivery) or (ii) exercise their Options and purchase Shares of the Company's
common stock and then tender the Shares pursuant to the Offer, provided that, in
the case of either (i) or (ii), any exercise of an Option and tender of Shares
is in accordance with the terms of the Option Plan and the Options. In no event
are any Options to be delivered to the Depositary in connection with a tender of
Shares hereunder. Once exercised, the exercise of an Option cannot be revoked
even if Shares received upon the exercise and tendered in the Offer are not
purchased in the Offer for any reason.
Determination of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the number of Shares
to be accepted, the validity, form, eligibility (including time of receipt) and
acceptance for payment of any tender of Shares will be determined by the
Company, in its sole discretion, and its determination shall be final and
binding on all parties. The Company reserves the absolute right to reject any or
all tenders of any Shares that it determines are not in proper form or the
acceptance for payment of or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer or any defect or irregularity in any
tender with respect to any particular Shares or any particular stockholder and
the Company's interpretation of the terms
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of the Offer will be final and binding on all parties. No tender of Shares will
be deemed to have been properly made until all defects or irregularities have
been cured by the tendering stockholder or waived by the Company. None of the
Company, the Depositary and the Information Agent or any other person shall be
obligated to give notice of any defects or irregularities in tenders, nor shall
any of them incur any liability for failure to give any notice.
Tendering Stockholder's Representation and Warranty; Company's Acceptance
Constitutes an Agreement. A tender of Shares pursuant to any of the procedures
described above will constitute the tendering stockholder's acceptance of the
terms and conditions of the Offer, as well as the tendering stockholder's
representation and warranty to the Company that (a) the stockholder has a net
long position in the Shares at least equal to the Shares tendered within the
meaning of Rule 14e-4 promulgated by the Commission under the Exchange Act and
(b) the tender of Shares complies with Rule 14e-4. It is a violation of Rule
14e-4 for a person, directly or indirectly, to tender Shares for that person's
own account unless, at the time of tender and at the end of the proration period
(including any extensions thereof), the person so tendering (i) has a net long
position equal to or greater than the amount of (x) Shares tendered or (y)
Options exercisable for the Shares tendered and will acquire the Shares for
tender by exercise and (ii) will deliver or cause to be delivered the Shares in
accordance with the terms of the Offer. Rule 14e-4 provides a similar
restriction applicable to the tender or guarantee of a tender on behalf of
another person.
The Company's acceptance for payment of Shares tendered pursuant to the
Offer will constitute a binding agreement between the tendering stockholder and
the Company upon and subject to the terms and conditions of the Offer.
CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST
BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS
DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE
WILL NOT BE DEEMED TO BE PROPERLY TENDERED.
4. WITHDRAWAL RIGHTS.
Except as otherwise provided in this Section 4, tenders of Shares pursuant
to the Offer are irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date and, unless theretofore
accepted for payment by the Company pursuant to the Offer, may also be withdrawn
at any time after 5:00 p.m., New York City time, on June 10, 2000.
For a withdrawal to be effective, a notice of withdrawal must be in
written, telegraphic, telex or facsimile transmission form and must be received
in a timely manner by the Depositary at its address set forth on the back cover
of this Offer to Purchase. Any such notice of withdrawal must specify the name
of the tendering stockholder, the number of Shares to be withdrawn and the name
of the registered holder of such Shares. If the certificates for Shares to be
withdrawn have been delivered or otherwise identified to the Depositary, then,
prior to the release of such certificates, the tendering stockholder must also
submit the serial numbers shown on the particular certificates for Shares to be
withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by
an Eligible Institution (except in the case of Shares tendered for the account
of an Eligible Institution). If Shares have been tendered pursuant to the
procedure for book-entry transfer set forth in Section 3, the notice of
withdrawal also must specify the name and the number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares and must
otherwise comply with such Book-Entry Transfer Facility's procedures. All
questions as to the form and validity (including the time of receipt) of any
notice of withdrawal will be determined by the Company, in its sole discretion,
which determination shall be final and binding. None of the Company, the
Depositary and the Information Agent or any other person shall be obligated to
give notice of any defects or irregularities in any notice of withdrawal nor
shall any of them incur liability for failure to give any notice.
Withdrawals may not be rescinded and any Shares properly withdrawn will
thereafter be deemed not properly tendered for purposes of the Offer unless the
withdrawn Shares are properly retendered prior to the Expiration Date by
following one of the procedures described in Section 3.
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If the Company extends the Offer, is delayed in its purchase of Shares or
is unable to purchase Shares pursuant to the Offer for any reason, then, without
prejudice to the Company's rights under the Offer, the Depositary may, subject
to applicable law, retain tendered Shares on behalf of the Company. In the event
of such an extension or delay, stockholders will continue to be entitled to
withdrawal rights as described in this Section 4.
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.
Upon the terms and subject to the conditions of the Offer, as promptly as
practicable following the Expiration Date, the Company will accept for payment
and pay for (and thereby purchase) Shares properly tendered and not properly
withdrawn prior to the Expiration Date. For purposes of the Offer, the Company
will be deemed to have accepted for payment (and therefore purchased) Shares
that are properly tendered and not properly withdrawn (subject to the proration
provisions of the Offer) only when, as and if it gives oral or written notice to
the Depositary of its acceptance of the Shares for payment pursuant to the
Offer.
Upon the terms and subject to the conditions of the Offer, promptly
following the Expiration Date the Company will accept for payment and pay a per
Share Purchase Price of $8.00 for 500,000 Shares (subject to increase or
decrease as provided in Section 14) properly tendered, or such lesser number of
Shares as are properly tendered, and not properly withdrawn as permitted in
Section 4.
The Company will pay for Shares purchased pursuant to the Offer by
depositing the aggregate Purchase Price therefor with the Depositary, which will
act as agent for tendering stockholders for the purpose of receiving payment
from the Company and transmitting payment to the tendering stockholders.
In the event of proration, the Company will determine the proration factor
and pay for those tendered Shares accepted for payment as soon as practicable
after the Expiration Date; however, the Company does not expect to be able to
announce the final results of any proration and commence payment for Shares
purchased until approximately five business days after the Expiration Date.
Certificates for all Shares tendered and not purchased, including all Shares not
purchased due to proration, will be returned (or, in the case of Shares tendered
by book-entry transfer, will be credited to the account maintained with the
Book-Entry Transfer Facility by the participant therein who so delivered the
Shares) to the tendering stockholder at the Company's expense as promptly as
practicable after the Expiration Date or termination of the Offer without
expense to the tendering stockholders. Under no circumstances will interest on
the Purchase Price be paid by the Company by reason of any delay in making
payment. In addition, if certain events occur, the Company may not be obligated
to purchase Shares pursuant to the Offer. See Section 6.
Any tendering stockholder or other payee who fails to complete fully, sign
and return to the Depositary the Substitute Form W-9 included with the Letter of
Transmittal may be subject to required Federal Income Tax Backup Withholding of
31% of the gross proceeds paid to the stockholder or other payee pursuant to the
Offer. See Section 3. Also see Section 3 regarding United States Federal Income
Tax consequences for Non-United States holders.
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6. CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, the Company will not be
required to accept for payment, purchase or pay for any Shares tendered, and may
terminate or amend the Offer or may postpone the acceptance for payment of, or
the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f)
under the Exchange Act, if at any time on or after May 1, 2000 and prior to the
Expiration Date, any of the following events shall have occurred (or shall have
been determined by the Company to have occurred) that, in the Company's
reasonable judgment and regardless of the circumstances giving rise thereto
(including any action or omission to act by the Company), makes it inadvisable
to proceed with the Offer or with acceptance for payment:
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person, domestic
or foreign, before any court, authority, agency or tribunal that directly
or indirectly (i) challenges the making of the Offer, the acquisition of
some or all of the Shares pursuant to the Offer or otherwise relates in any
manner to the Offer, or (ii) in the Company's reasonable judgment, could
materially and adversely affect the business, condition (financial or
other), income, operations or prospects of the Company and its
subsidiaries, taken as a whole, or otherwise materially impair in any way
the contemplated future conduct of the business of the Company or any of
its subsidiaries or materially impair the contemplated benefits of the
Offer to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, or order
threatened, proposed, sought, promulgated, enacted, entered, amended,
enforced or deemed to be applicable to the Offer or the Company or any of
its subsidiaries, by any court or any authority, agency or tribunal that,
in the Company's reasonable judgment, would or might directly or indirectly
(i) make the acceptance for payment of, or payment for, some or all of the
Shares illegal or otherwise restrict or prohibit consummation of the Offer,
(ii) delay or restrict the ability of the Company, or render the Company
unable, to accept for payment or pay for some or all of the Shares, (iii)
materially impair the contemplated benefits of the Offer to the Company or
(iv) materially and adversely affect the business, condition (financial or
other), income, operations or prospects of the Company and its
subsidiaries, taken as a whole, or otherwise materially impair in any way
the contemplated future conduct of the business of the Company or any of
its subsidiaries;
(c) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market, (ii) the declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (iii) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States, (iv) any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or authority on, or any
event that, in the Company's reasonable judgment, might affect, the
extension of credit by banks or other lending institutions in the United
States, (v) any significant decrease in the market price of the Shares or
any change in the general political, market, economic or financial
conditions in the United States or abroad that could, in the reasonable
judgment of the Company, have a material adverse effect on the Company's
business, operations or prospects or the trading in the Shares, or (vi) in
the case of any of the foregoing existing at the time of the commencement
of the Offer, a material acceleration or worsening thereof.
(d) a tender or exchange offer for any or all of the Shares (other
than the Offer), or any merger, business combination or other similar
transaction with or involving the Company or any subsidiary, shall have
been proposed, announced or made by any person;
(e) (i) any entity, "group" (as that term is used in Section 13(d)(3)
of the Exchange Act) or person shall have acquired or proposed to acquire
beneficial ownership of more than 5% of the outstanding Shares (other than
any such person, entity or group who has filed a Schedule 13D or Schedule
13G with the Commission on or before April 28, 2000), (ii) any such entity,
group or person who has filed a Schedule 13D or Schedule 13G with the
Commission on or before the Expiration Date shall have acquired or proposed
to acquire beneficial ownership of an additional 2% or more of the
outstanding Shares or (iii) any person, entity or group shall have filed a
Notification and Report Form under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, or made a public announcement
reflecting an intent to
10
<PAGE>
acquire the Company or any of its subsidiaries or any of their respective
assets or securities other than in connection with a transaction authorized
by the Board of Directors of the Company; or
(f) any change or changes shall have occurred in the business,
financial condition, assets, income, operations, prospects or stock
ownership of the Company or its subsidiaries that, in the Company's
reasonable judgment, is or may be material to the Company or its
subsidiaries.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action or
omission by the Company) giving rise to any such condition, and may be waived by
the Company, in whole or in part, at any time and from time to time in its
reasonable discretion. The Company's failure at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right and each such
right shall be deemed an ongoing right which may be asserted at any time and
from time to time. Any determination by the Company concerning the events
described above will be final and binding.
7. PRICE RANGE OF SHARES.
The Shares are listed and traded on the AMEX(R) (Symbol: DW). The following
table sets forth, for the fiscal quarters indicated, the high and low closing
sales prices per Share on the AMEX(R) as compiled from published financial
sources in each of such fiscal quarters.
<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
Fiscal Year 2000
1st quarter........................................... $ 9.44 $ 7.00
Fiscal Year 1999
1st quarter........................................... $12.75 $11.38
2nd quarter........................................... $13.00 $11.25
3rd quarter........................................... $12.19 $ 8.25
4th quarter........................................... $ 9.69 $ 8.44
Fiscal Year 1998
1st quarter........................................... $13.38 $11.75
2nd quarter........................................... $15.13 $12.63
3rd quarter........................................... $15.00 $11.50
4th quarter........................................... $12.88 $10.13
</TABLE>
The closing price per Share on the AMEX(R) on April 28, 2000, was $7.0625.
Shareholders are urged to compare such price with the current trading price per
Share. The Company has not paid any cash dividends on its Common Stock.
8. SOURCE AND AMOUNT OF FUNDS.
Assuming the Company purchases 500,000 Shares pursuant to the Offer at a
purchase price of $8.00 per Share, the Company expects the maximum aggregate
cost, including all fees and expenses applicable to the Offer, to be
approximately $4.2 million. The Company expects to fund the purchase of Shares
pursuant to the Offer and the payment of related fees and expenses with funds
generated from operations and borrowings under the Company's existing revolving
credit facility described below.
The Company has a $25 million unsecured revolving credit facility (the
"Credit Facility") arranged by The Chase Manhattan Bank bearing a variable
interest rate that is currently at the prime rate. In addition, the Company has
the option to convert a portion of the loan to a Eurodollar loan at one percent
(1%) over LIBOR. The Credit Facility contains numerous restrictive financial
covenants which require the Company to comply with certain financial tests,
including, among other things, maintaining minimum net worth and interest and
fixed charge coverages, and to meet certain other financial requirements.
11
<PAGE>
The Company believes that the Credit Facility, along with funds generated
from operations, will be sufficient to finance the Offer, the Company's working
capital needs and, including proceeds from industrial revenue bonds, capital
expenditures and business development needs. The Company currently has no plans
or arrangements to refinance or make early repayments of borrowings under the
Credit Facility.
The preceding summary of the Credit Facility is qualified in its entirety
by reference to the text of the Credit Facility and the amendments thereto,
which have been incorporated by reference into the Issuer Tender Offer Statement
on Schedule TO (the "Schedule TO") to which this Offer to Purchase is attached
as an exhibit. A copy of the Schedule TO may be obtained from the Commission in
the manner provided in Section 9.
9. CERTAIN INFORMATION CONCERNING THE COMPANY.
The Company has two reportable operating segments, the manufactured housing
products segment (the "MH Segment") and the recreational vehicle products
segment (the "RV Segment"). The Company's wholly-owned subsidiaries Kinro, Inc.
("Kinro") and Lippert Components, Inc. ("Lippert") have operations in both the
MH Segment and the RV Segment, while Lippert Tire & Axle, Inc. ("Lippert T&A")
(formerly known as Shoals Supply, Inc.) and Coil Clip, Inc. ("Coil Clip")
operate entirely within the MH Segment.
Kinro manufactures and markets aluminum and vinyl windows for manufactured
homes, and aluminum windows and doors for recreational vehicles. Lippert
manufactures and markets steel chassis and steel chassis parts and galvanized
roofing for manufactured homes, and manufactures and markets steel chassis and
steel chassis parts for recreational vehicles. Lippert T&A manufactures and
markets new axles, and distributes refurbished axles and new and refurbished
tires, for manufactured homes. Coil Clip produces coil steel and sheet steel
components, certain of which are supplied to Lippert.
Since 1980, the Company has acquired ten manufacturers of products for both
manufactured homes and recreational vehicles, expanded its geographic market and
product lines, added manufacturing facilities, integrated manufacturing,
distribution and administrative functions, and developed new and innovative
products. As a result, the Company currently operates 39 manufacturing
facilities in 18 states, and achieved consolidated sales of $324 million for
1999.
The Company's principal executive office is located at 200 Mamaroneck
Avenue, White Plains, New York 10601. The Company's telephone number at such
office is (914) 428-9098.
Additional Information. The Company is subject to the informational filing
requirements of the Exchange Act and, in accordance therewith, is obligated to
file reports and other information with the Commission relating to its business,
financial condition and other matters. Information, as of particular dates,
concerning the Company's directors and officers, their remuneration, options
granted to them, the principal holders of the Company's securities and any
material interest of such persons in transactions with the Company is required
to be disclosed in proxy statements distributed to the Company's stockholders
and filed with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 2120, Washington,
D.C. 20549; at its regional offices located at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 7 World Trade Center, New York, New York
10048. Copies of such material may also be obtained by mail, upon payment of the
Commission's customary charges, from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Commission also maintains a web site on the Internet at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Such
reports, proxy statements and other information concerning the Company also can
be inspected at the offices of the AMEX(R) at 86 Trinity Place, New York, New
York 10006.
10. INTEREST OF DIRECTORS, OFFICERS AND NOMINEES; TRANSACTIONS AND ARRANGEMENTS
CONCERNING SHARES.
As of April 28, 2000, the Company had 11,105,854 issued and outstanding
Shares, 699,900 Shares held in treasury and had reserved 942,734 Shares for
issuance upon exercise of outstanding Options. The 500,000 Shares that the
Company is offering to purchase represents approximately 4.5% of the Shares
outstanding on April 28, 2000 (approximately 4.1% assuming exercise of
outstanding Options).
12
<PAGE>
As of April 28, 2000, the Company's directors and executive officers as a
group (9 persons) beneficially owned an aggregate of 4,846,762 Shares (including
Options) representing approximately 40.2% of the outstanding Shares. If the
Company purchases 500,000 Shares pursuant to the Offer (no Shares will be
tendered by the executive officers and directors), immediately following the
Offer the Company's executive officers and directors as a group would own
beneficially approximately 42.0% of the outstanding Shares, assuming exercise of
all outstanding Options.
Set forth below is information with respect to beneficial ownership at
April 28, 2000 of the Common Stock (assuming exercise of all outstanding
Options) by each Director, Executive Officer and Nominee of the Company.
<TABLE>
<CAPTION>
APPROXIMATE % OF APPROXIMATE % OF CLASS
AMOUNT AND NATURE OF CLASS BEFORE TENDER ASSUMING TENDER OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF SHARES 500,000 SHARES
- - ----------------------------------------- -------------------- ------------------------- ----------------------
<S> <C> <C> <C>
Leigh J. Abrams ......................... 289,290 2.4% 2.5%
200 Mamaroneck Avenue
White Plains, NY 10601
Edward W. Rose, III ..................... 1,880,880 15.6% 16.3%
500 Crescent Court
Dallas, TX 75201
David L. Webster ........................ 272,840 2.3% 2.4%
4381 Green Oak Boulevard
Arlington, TX 76016
L. Douglas Lippert ...................... 2,088,105 17.3% 18.1%
2379 Tamiami Trail
Suite 110
Naples, Florida 34103
James F. Gero ........................... 109,160 0.9% 0.9%
11900 North Anna Cade Road
Rockwall, TX 75087
Gene H. Bishop ......................... 113,600 0.9% 1.0%
1601 Elm Street, 47th Fl.
Dallas, TX 75201
J. Thomas Schieffer (1) ................. 0 -- --
1000 Ballpark Way, Suite 300
Arlington, TX 76011
All Directors, Executive Officers and
Nominee as a group (9 persons
including the above named) ............ 4,846,762 40.2% 42.0%
</TABLE>
- - ------------------
(1) Nominated by management in connection with Annual Meeting of Stockholders to
be held on May 17, 2000.
13
<PAGE>
The Company's executive officers and directors have advised the Company
that they do not intend to tender any Shares pursuant to the Offer.
Based on the Company's records and on information provided to the Company
by its directors, executive officers and subsidiaries, neither the Company, nor
any associate or subsidiary of the Company nor, to the best of the Company's
knowledge, any of the directors or executive officers of the Company or any of
its subsidiaries, nor any associates or subsidiaries of any of the foregoing,
has effected any transactions involving the Shares during the 60 days prior to
the date hereof.
Except as otherwise described herein, neither the Company nor, to the best
of the Company's knowledge, any of its affiliates, directors or executive
officers, is a party to any contract, arrangement, understanding or relationship
with any other person, directly or indirectly, relating to the Offer with
respect to any securities of the Company, including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies, consents or authorizations.
11. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT.
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise be traded publicly and may reduce the
number of stockholders. Assuming the purchase of 500,000 Shares by the Company,
the Offer will result in a 4.5% decrease in outstanding Shares of the Company's
Common Stock. Nonetheless, the Company anticipates that there will be a
sufficient number of Shares outstanding and publicly traded following
consummation of the Offer to ensure a continued trading market for the Shares.
Based upon published guidelines of the AMEX(R), the Company's purchase of Shares
pursuant to the Offer will not cause the Company's remaining Shares to be
delisted from the AMEX(R).
The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit to their customers using such Shares as collateral. The Company
believes that, following the purchase of Shares pursuant to the Offer, the
Shares will continue to be "margin securities" for purposes of the Federal
Reserve Board's margin regulations.
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its stockholders
and the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's stockholders. The purchase of Shares by the
Company pursuant to the Offer will not result in the termination of registration
of the Shares under the Exchange Act.
12. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
The Company is not aware of any license or regulatory permit that appears
to be material to the Company's business that might be adversely affected by the
Company's acquisition of Shares as contemplated herein or of any approval or
other action by any government or governmental, administrative or regulatory
authority or agency, domestic or foreign, that would be required for the
acquisition or ownership of Shares by the Company as contemplated herein. Should
any such approval or other action be required, the Company presently
contemplates that such approval or other action will be sought. The Company is
unable to predict whether it will be required to delay the acceptance for
payment of or payment for Shares tendered pursuant to the Offering pending the
outcome of any such matter. There can be no assurance that any such approval or
other action, if needed, would be obtained or would be obtained without
substantial conditions or that the failure to obtain any such approval or other
action might not result in adverse consequences to the Company's business. The
Company's obligations under the Offer to accept for payment and pay for Shares
is subject to certain conditions. See Section 6.
13. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.
The following summary describes the principal United States federal income
tax consequences to United States Holders (as defined below) of a tender of
Shares pursuant to the Offer. Those Stockholders who do not participate in the
exchange should not incur any United States federal income tax liability from
the exchange. This summary is based upon the Internal Revenue Code of 1986, as
amended to the date hereof (the "Code"),
14
<PAGE>
existing United States Treasury Regulations promulgated thereunder, published
rulings, administrative pronouncements and judicial decisions, changes to which
could affect the tax consequences described herein (possibly on a retroactive
basis).
This summary addresses only Shares held as capital assets. It does not
address all of the tax consequences that may be relevant to particular
stockholders in light of their personal circumstances, or to certain types of
stockholders (such as certain financial institutions, dealers or traders in
securities or commodities, insurance companies, tax-exempt organizations or
persons who hold Shares as a position in a "straddle" or as part of a "hedging"
or "conversion" transaction or that have a functional currency other than the
United States dollar). This summary may not be applicable with respect to Shares
acquired as compensation (including Shares acquired upon the exercise of stock
options or which were or are subject to forfeiture restrictions). This summary
also does not address the state, local or foreign tax consequences of
participating in the Offer. Each holder of Shares should consult such holder's
tax advisor as to the particular consequences to such holder of participation in
the Offer.
A "United States Holder" is a holder of Shares that for United States
federal income tax purposes is (i) a citizen or resident of the United States,
(ii) a corporation (or other entity taxable as a corporation) created or
organized in or under the laws of the United States or any State or division
thereof (including the District of Columbia), (iii) an estate the income of
which is subject to United States federal income taxation regardless of its
source or (iv) a trust (a) the administration over which a United States court
can exercise primary supervision and (b) all of the substantial decisions of
which one or more United States persons have the authority to control and
certain other trusts considered United States Holders for federal income tax
purposes. A "Non-United States Holder" is a holder of Shares other than a United
States Holder. In the case of a partnership, the tax treatment of the
disposition of Shares pursuant to the Offer described below will be determined
with reference to the partnership, while the applicability of foreign
withholding rules may depend upon the partner's status. Partners holding Shares
through a partnership are urged to consult their tax advisors.
A United States Holder participating in the exchange will be treated either
as having sold Shares or as having received a dividend distribution from the
Company. In that regard, under Section 302 of the Code, a United States Holder
whose Shares are tendered pursuant to the Offer will be treated as having sold
Shares if the exchange (i) results in a "complete termination" of all of such
holder's equity interest in the Company, (ii) is a "substantially
disproportionate" redemption with respect to such holder or (iii) is "not
essentially equivalent to a dividend" with respect to such holder. In applying
each of the Section 302 tests, a United States Holder will be treated as owning
Shares actually or constructively owned by certain related individuals and
entities.
The receipt of cash by a stockholder will result in a "complete
termination" of the stockholder's interest if either (1) all of the stock of the
Company that is actually and constructively owned by the stockholder is
transferred pursuant to the Offer or (2) all of the stock of the Company
actually owned by the stockholder is sold pursuant to the Offer and the
stockholder is eligible to waive, and effectively waives, the attribution of
stock of the Company constructively owned by the stockholder in accordance with
the procedures described in the Code. An exchange of Shares will be
"substantially disproportionate" with respect to a United States Holder if the
percentage of the then outstanding Shares actually and constructively owned by
such holder immediately after the exchange of Shares (treating Shares exchanged
pursuant to the Offer as no longer outstanding) pursuant to the Offer is less
than 80% of the percentage of the Shares actually and constructively owned by
such holder immediately before the exchange (treating Shares exchanged pursuant
to the Offer as outstanding). A United States Holder will satisfy the "not
essentially equivalent to a dividend" test if the reduction in such holder's
proportionate interest in the Company constitutes a "meaningful reduction" given
such holder's particular facts and circumstances. The IRS has concluded in a
published ruling that even a minor reduction in the percentage interest of a
stockholder whose relative stock interest in a publicly held corporation is
minimal and who exercises no control over corporate affairs constitutes such a
"meaningful reduction."
If a United States Holder is treated as having sold Shares, such holder
will recognize capital gain or loss equal to the difference between the amount
of cash received and such holder's adjusted tax basis in the Shares sold to the
Company. In the case of an individual United States Holder, the maximum marginal
United States federal income tax rate applicable to net capital gain on Shares
held for more than one year is 20%.
If a United States Holder who participates in the Offer is not treated as
having sold Shares, such holder will be treated as receiving a dividend to the
extent of such holder's ratable share of the Company's earnings and
15
<PAGE>
profits. Such a dividend will be includible in the United States Holder's gross
income as ordinary income without reduction for the adjusted tax basis of the
Shares tendered. In such event, the United States Holder's adjusted tax basis in
its Shares tendered in the Offer generally will be added to such holder's
adjusted tax basis in the remaining Shares. A dividend received by a corporate
United States Holder may be (i) eligible for a dividends-received deduction
(subject to applicable limitations) and (ii) subject to the "extraordinary
dividend" provisions of the Code. To the extent, if any, that the cash received
by a United States Holder exceeds the Company's earnings and profits, it will be
treated first as a tax-free return of such United States Holder's tax basis in
the Shares and thereafter as capital gain.
See Section 3 with respect to the application of United States federal
income tax withholding to payments made to Non-United States Holders and the
backup withholding tax requirements.
The tax discussion set forth above is included for general information
only. Each stockholder is urged to consult such holder's own tax advisor to
determine the particular tax consequences to such holder of the Offer, including
the applicability and effect of state, local and foreign tax laws.
14. EXTENSION OF THE OFFER; TERMINATION; AMENDMENT.
The Company expressly reserves the right, in its sole discretion, at any
time and from time to time, and regardless of whether or not any of the events
set forth in Section 6 shall have occurred or shall be deemed by the Company to
have occurred, to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and payment for, any Shares by giving
oral or written notice of such extension to the Depositary and making a public
announcement thereof. The Company also expressly reserves the right, in its sole
discretion, to terminate the Offer and not accept for payment or pay for any
Shares not theretofore accepted for payment or paid for or, subject to
applicable law, to postpone payment for Shares upon the occurrence of any of the
conditions specified in Section 6 hereof by giving oral or written notice of
such termination or postponement to the Depositary and making a public
announcement thereof. The Company's reservation of the right to delay payment
for Shares which it has accepted for payment is limited by Rule 13e-4(f)(5)
promulgated under the Exchange Act, which requires that the Company must pay the
consideration offered or return the Shares tendered promptly after termination
or withdrawal of a tender offer.
Subject to compliance with applicable law, the Company further reserves the
right, in its sole discretion, and regardless of whether any of the events set
forth in Section 6 shall have occurred or shall be deemed by the Company to have
occurred, to amend the Offer in any respect (including, without limitation, by
decreasing or increasing the consideration offered in the Offer to holders of
Shares or by decreasing or increasing the number of Shares being sought in the
Offer).
Amendments to the Offer may be made at any time and from time to time
effected by public announcement thereof, such announcement, in the case of an
extension, to be issued no later than 9:00 a.m., New York City time, on the next
business day after the last previously scheduled or announced Expiration Date.
Any public announcement made pursuant to the Offer will be disseminated promptly
to stockholders in a manner reasonably designed to inform stockholders of such
change. Without limiting the manner in which the Company may choose to make a
public announcement, except as required by applicable law, the Company shall
have no obligation to publish, advertise or otherwise communicate any such
public announcement other than by making a release to Business Wire.
If the Company materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Company will extend the Offer to the extent required by Rules 13e-4(d)(2) and
13e-4(e)(3) promulgated under the Exchange Act. These rules provide that the
minimum period during which an offer must remain open following material changes
in the terms of the Offer or information concerning the Offer (other than a
change in price or a change in percentage of securities sought) will depend on
the facts and circumstances, including the relative materiality of such terms or
information.
For the purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or Federal holiday and consists of the time period from 12:01
am through 12:00 midnight, New York City time.
16
<PAGE>
15. FEES AND EXPENSES.
The Company has retained ChaseMellon Shareholder Services, L.L.C. to act as
Information Agent and as Depositary in connection with the Offer. The
Information Agent may solicit certain holders of Shares by mail, telephone,
e-mail and personal interviews and may request brokers, dealers and other
nominee stockholders to forward materials relating to the Offer to beneficial
owners. The Information Agent and Depositary will receive reasonable and
customary compensation for their respective services, will be reimbursed by the
Company for certain reasonable out-of-pocket expenses and will be indemnified
against certain liabilities in connection with the Offer, including certain
liabilities under the federal securities laws.
No fees or commissions will be payable by the Company to brokers, dealers
or other persons (other than fees to the Information Agent as described above)
for soliciting tenders of Shares pursuant to the Offer. Stockholders holding
Shares through brokers or banks are urged to consult the brokers or banks to
determine whether transaction costs are applicable if stockholders tender Shares
through such brokers or banks and not directly to the Depositary. The Company,
however, upon request, will reimburse brokers, dealers and commercial banks for
customary mailing and handling expenses incurred by them in forwarding the Offer
and related materials to the beneficial owners of Shares held by them as a
nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust
company has been authorized to act as the agent of the Company, the Information
Agent or the Depositary for purposes of the Offer.
16. MISCELLANEOUS.
The Company is not aware of any jurisdiction where the making of the Offer
is not in compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer or the acceptance of Shares pursuant
thereto is not in compliance with any valid applicable law, the Company will
make a good faith effort to comply with the applicable law. If, after such good
faith effort, the Company cannot comply with the applicable law, the Offer will
not be made to (nor will tenders be accepted from or on behalf of) the holders
of Shares in such jurisdiction. In any jurisdiction the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on the Company's behalf by one or more
registered brokers or dealers licensed under the laws of the jurisdiction.
Pursuant to Rule 13e-4 of the General Rules and Regulations under the
Exchange Act, the Company has filed with the Commission a Schedule TO which
contains additional information with respect to the Offer. Such Schedule TO,
including the exhibits and any amendments thereto, may be examined, and copies
may be obtained, at the same places and in the same manner as is set forth in
Section 9 with respect to information concerning the Company.
No person has been authorized to give any information or make any
representation on behalf of the Company in connection with the Offer other than
those contained in this Offer to Purchase or in the related Letter of
Transmittal. If given or made, such information or representation must not be
relied upon as having been authorized by the Company.
DREW INDUSTRIES INCORPORATED
May 1, 2000
17
<PAGE>
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal and certificates for Shares and any other
required documents should be sent or delivered by each stockholder or such
stockholder's broker, dealer, commercial bank, trust company or nominee to the
Depositary at one of its addresses set forth below.
THE DEPOSITARY FOR THE OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
By Hand Delivery: By Overnight Delivery: By Mail:
120 Broadway, 13th Floor 85 Challenger Road P.O. Box 3301
New York, NY 10271 Mailstop-Reorg. South Hackensack, NJ 07606
Ridgefield Park, NJ 07660
</TABLE>
Facsimile Transmission: (201) 296-4293
(for Eligible Institutions only)
Confirm Receipt of Facsimile by Telephone: (201) 296-4860
Any questions or requests for assistance or additional copies of the Offer
to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Information Agent at the telephone number and address set
forth below. Stockholders may also contact their broker, dealer, commercial
bank, trust company or nominee for assistance concerning the Offer. To confirm
delivery of Shares, stockholders are directed to contact the Depositary.
THE INFORMATION AGENT FOR THE OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
44 Wall Street
New York, NY 10005
Stockholders call toll free: Brokers, Dealer, Street Name Holders and
(800) 550-8475 Other Nominees:
(917) 320-6285
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
DREW INDUSTRIES INCORPORATED
PURSUANT TO THE OFFER TO PURCHASE
DATED MAY 1, 2000
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. EASTERN
DAYLIGHT SAVINGS TIME, ON WEDNESDAY, MAY 31, 2000 UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
By Mail: By Hand: By Overnight Delivery:
Reorganization Department Reorganization Department Reorganization Department
P.O. Box 3301 120 Broadway, 13th Floor 85 Challenger Road
South Hackensack, NJ 07606 New York, NY 10271 Mailstop-Reorg.
Ridgefield Park, NJ 07660
By Mail: Facsimile Transmission:
Reorganization Department (201) 296-4293
P.O. Box 3301 (For Eligible Institutions Only)
South Hackensack, NJ 07606 Confirm Facsimile by Telephone:
(201) 296-4860
<CAPTION>
</TABLE>
The Information Agent for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
44 Wall Street
New York, NY 10005
Banks or Brokers Call: (917) 320-6285 For Information Call Toll Free:
(800) 550-8475
DELIVERY OF THIS INSTRUMENT AND ALL OTHER DOCUMENTS TO ANY ADDRESS OR
TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY WILL NOT BE
FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY.
DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE VALID
DELIVERY TO THE DEPOSITARY.
THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed only if (a) certificates for
Shares (as defined below) are being forwarded herewith or (b) a tender of Shares
is being made concurrently by book-entry transfer to the account maintained by
ChaseMellon Shareholder Services, L.L.C. (the "Depositary") at The Depository
Trust Company (the "Book-Entry Transfer Facility") pursuant to Section 3 of the
Offer to Purchase. Stockholders who cannot deliver the certificates for their
Shares to the Depositary prior to the Expiration Date (as defined in the Offer
to Purchase) or who cannot complete the procedure for book-entry transfer on a
timely basis or who cannot deliver a Letter of Transmittal and all other
required documents to the Depositary prior to the Expiration Date (as defined
below) must, in each case, tender their Shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase (as defined
below). See Instruction 2.
Stockholders who cannot deliver their Share certificates and any other
required documents to the Depositary by the Expiration Date (as defined in the
Offer to Purchase) must tender their Shares using the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- - ----------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
SHARES TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDERS(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- - ----------------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
SHARE OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
TOTAL
SHARES:
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Indicate below the order (by certificate number) in which Shares are to be
purchased in event of proration. (Attach additional list if necessary)*** See
Instruction 7.
Shares: 1st: _______________ 2nd: _______________ 3rd: _______________ 4th:
<PAGE>
* DOES NOT need to be completed if Shares are tendered by book-entry transfer.
** If you desire to tender less than all Shares evidenced by any certificates
listed above, please indicate in this column the number of Shares you wish
to tender. Otherwise, all Shares evidenced by such certificates will be
deemed to have been tendered. See Instruction 4.
*** If you do not designate an order, in the event less than all Shares tendered
are purchased due to proration, Shares will be selected for purchase by the
Depositary. See Instruction 7.
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
HAVE BEEN LOST OR DESTROYED. NUMBER OF SHARES REPRESENTED BY LOST OR
DESTROYED CERTIFICATES: _______________ . TO PROPERLY TENDER SUCH SHARES IN
THIS OFFER, YOU MUST RECEIVE A REPLACEMENT CERTIFICATE FOR SUCH SHARES AND
DELIVER THAT CERTIFICATE TO THE DEPOSITARY. TO RECEIVE A REPLACEMENT
CERTIFICATE, CALL THE COMPANY'S TRANSFER AGENT, CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., AT (800) 270-3449.
THIS BOX IS FOR USE BY ELIGIBLE INSTITUTIONS ONLY:
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
DTC Account Number: ________________________________________________________
Transaction Code Number: ___________________________________________________
/ / CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): ____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution that Guaranteed Delivery: ______________________________
DTC Account Number: ________________________________________________________
Transaction Code Number:____________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
To ChaseMellon Shareholder Services, L.L.C.:
The undersigned hereby tenders to Drew Industries Incorporated, a Delaware
corporation (the "Company"), the above described shares of the Company's common
stock, $.01 par value per share (the "Shares"), represented by the above
described certificates for Shares at a price of $8.00 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Company's Offer to Purchase, dated May 1, 2000 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which, as amended from time to time, together constitute the "Offer").
Subject to and effective upon acceptance for payment of the Shares tendered
hereby in accordance with the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
such extension or amendment), the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Company all right, title and interest in
and to all the Shares that are being tendered hereby and orders the registration
of all such Shares if tendered by book-entry transfer and hereby irrevocably
constitutes and appoints the Depositary as the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that said Depositary
also acts as the agent of the Company) with respect to such Shares with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to: (i) deliver certificate(s) for such Shares
or transfer ownership of such Shares on the account books maintained by the
Book-Entry Transfer Facility, together in either such case with all accompanying
evidences of transfer and authenticity, to, or upon the order of, the Company
upon receipt by the Depositary, as the undersigned's agent, of the aggregate
Purchase Price (as defined below) with respect to such Shares; (ii) present
certificates for such Shares for cancellation and transfer on the Company's
books; and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, subject to the next paragraph, all in
accordance with the terms of the Offer.
The undersigned has full power and authority to tender, sell, assign and
transfer the Shares tendered hereby and further represents and warrants to the
Company that:
(a) the undersigned understands that tenders of Shares pursuant to any one
of the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that: (i) the undersigned has a "net long position" in Shares at least
equal to the Shares tendered within the meaning of Rule 14e-4 under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and (ii) such
tender of Shares complies with Rule 14e-4 under the 1934 Act;
(b) when and to the extent the Company accepts such Shares for purchase,
the Company will acquire good, marketable and unencumbered title to them, free
and clear of all security interests, liens, charges, encumbrances, conditional
sales agreements or other obligations relating to their sale or transfer, and
not subject to any adverse claim;
<PAGE>
(c) on request, the undersigned will execute and deliver any additional
documents the Depositary or the Company deems necessary or desirable to complete
the assignment, transfer and purchase of the Shares tendered hereby;
(d) the undersigned has read and agrees to all of the terms of the Offer;
and
(e) the Company's acceptance for payment of Shares tendered pursuant to the
Offer will constitute a binding agreement between the undersigned and the
Company upon terms and subject to the conditions of the Offer.
All authorities conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, executors, administrators, successors, assigns,
trustees in bankruptcy, and legal representatives of the undersigned. Except as
stated in the Offer to Purchase, this tender is irrevocable.
The name(s) and address(es) of the registered holder(s) should be printed
above, if they are not already printed above, exactly as they appear on the
certificates representing Shares tendered hereby. The certificate numbers, the
number of Shares represented by such certificates and the number of Shares that
the undersigned wishes to tender, should be set forth in the appropriate boxes
above. Any order (by certificate number) in which the tendered Shares must be
purchased should also be indicated above.
The undersigned understands that the Company has, upon the terms and
subject to the conditions of the Offer, determined a single per Share price of
$[ ] per Share, net to the seller in cash, without interest thereon (the
"Purchase Price"), that it will pay for Shares properly tendered and not
withdrawn prior to the Expiration Date pursuant to the Offer. The undersigned
understands that (i) all Shares properly tendered and not properly withdrawn
prior to the Expiration Date will be purchased at such Purchase Price, net to
the Seller in cash, upon the terms and subject to the conditions of the Offer,
including odd lot and proration provisions, and (ii) the Company will return all
other Shares not purchased pursuant to the Offer, including Shares not purchased
because of proration.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may accept for payment less than all of the Shares tendered hereby. In any such
event, the undersigned understands that certificate(s) for any Shares delivered
herewith but not tendered or not purchased will be returned to the undersigned
at the address indicated above, unless otherwise indicated under the "Special
Payment Instructions" or "Special Delivery Instructions" boxes below. The
undersigned recognizes that the Company has no obligation, pursuant to the
Special Payment Instructions, to transfer any certificate for Shares from the
name of its registered holder, or to order the registration or transfer of
Shares tendered by book-entry transfer, if the Company purchases none of the
Shares represented by such certificate or tendered by such book-entry transfer.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the aggregate Purchase Price of any Shares purchased, and/or
return any Shares not tendered or not purchased, in the name(s) of the
undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the aggregate Purchase Price of any
Shares purchased and/or any certificates for Shares not tendered or not
purchased (and accompanying documents, as appropriate) to the undersigned at the
address shown below the undersigned's signature(s). In the event that both
"Special Payment Instructions" and "Special Delivery Instructions" are
completed, please issue the check for the aggregate Purchase Price of any Shares
purchased and/or return any Shares not tendered or not purchased in the name(s)
of, and mail such check and/or any certificates to, the person(s) so indicated.
The undersigned recognizes that the Company has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if the Company does not accept for payment any of
the Shares so tendered.
<PAGE>
ODD LOTS (LESS THAN 100 SHARES)
(SEE INSTRUCTION 7)
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially or of record as of the close of business on April 28,
2000 and who continues to own, beneficially or of record, as of the Expiration
Date, an aggregate of fewer than 100 Shares. The undersigned either (check one
box):
/ / was the beneficial or record owner of, as of the close of business on
April 28, 2000, and continues to own beneficially or of record as of
the Expiration Date, an aggregate of fewer than 100 Shares, all of
which are being tendered; or
/ / is a broker, dealer, commercial bank, trust company, or other nominee
that (a) is tendering, for the beneficial owner(s) thereof, Shares with
respect to which it is the record holder, and (b) believes, based upon
representations made to it by such beneficial owner(s), that each such
person was the beneficial or record owner of, as of the close of
business on April 28, 2000, and continues to own beneficially or of
record as of the Expiration Date, an aggregate of fewer than 100 Shares
and is tendering all of such Shares.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6 AND 8)
To be completed ONLY if certificates for Shares not tendered or not purchased
and/or any check for the aggregate Purchase Price of Shares purchased are to be
issued in the name of and sent to someone other than the undersigned.
Issue:
/ / Check to: / / Certificates to:
Name(s): ....................................................
(Please Print)
Address: ....................................................
.............................................................
.............................................................
(Include Zip Code)
.............................................................
(Taxpayer Identification or Social Security Number)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6 AND 8)
To be completed ONLY if certificates for Shares not tendered or not purchased
and/or any check for the aggregate Purchase Price of Shares purchased, issued in
the name of the undersigned, are to be mailed to someone other than the
undersigned or to the undersigned at an address other than that shown above.
Mail:
/ / Check to: / / Certificates to:
Name(s): ....................................................
(Please Print)
Address: ....................................................
..............................................................
..............................................................
(Include Zip Code)
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL STOCKHOLDERS)
(PLEASE ALSO COMPLETE AND RETURN THE ENCLOSED SUBSTITUTE FORM W-9)
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificate(s) and documents transmitted with
this Letter of Transmittal. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or another
person acting in a fiduciary or representative capacity, please set forth full
title and see Instruction 5.)
SIGNATURES OF OWNER(S)
Dated: _____________________________________, 2000
Name(s): _________________________________________
(Please Print)
Capacity (Full Title): ___________________________
Address:__________________________________________
(Include Zip Code)
Area Code and Telephone No.: _____________________
Taxpayer Identification or Social Security No.:___
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Name of Firm: _____________________________________
Authorized Signature: _____________________________
Name: _____________________________________________
(Please Print)
Title: ____________________________________________
Address: __________________________________________
(Include Zip Code)
Area Code and Telephone Number: ___________________
Dated: _____________________________________, 2000
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including commercial banks, savings and loan associations, and
brokerage houses) that is a member of a recognized signature guarantee medallion
program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended (the "Exchange Act") (an "Eligible Institution") unless: (i)
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered (which term, for purposes of this document, shall include any
participant in the Book-Entry Transfer Facility whose name appears on a security
position listing as the owner of Shares) exactly as the name of the registered
holder appears on the certificate tendered with this Letter of Transmittal and
payment and delivery are to be made directly to such owner, unless such holder
has completed either the box entitled "Special Delivery Instructions" or the box
entitled "Special Payment Instructions" included herein; or (ii) if such Shares
are tendered for the account of an Eligible Institution. See Instructions 5 and
8.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be used only if certificates for
Shares are delivered with it to the Depositary (or such certificates will be
delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary) or if a tender for Shares is being made concurrently pursuant to the
procedure for tender by book-entry transfer set forth in Section 3 of the Offer
to Purchase. The Depositary must receive (a) a properly completed and duly
executed Letter of Transmittal or a facsimile thereof in accordance with the
instructions of the Letter of Transmittal, including any required signature
guarantees, certificates, and any other documents required by the Letter of
Transmittal, on or prior to the Expiration Date at one of its addresses set
forth on the back cover of the Offer to Purchase, (b) such Shares delivered
pursuant to the procedures for book-entry transfer described in Section 3 of the
Offer to Purchase (and a confirmation of such delivery is received by the
Depositary, including an Agent's Message, if the tendering stockholder has not
delivered a Letter of Transmittal) or (c) such Shares validly tendered through
the Book-Entry Transfer Facility's Automated Tender Offer Program ("ATOP"),
prior to the Expiration Date. The term "Agent's Message" means a message,
transmitted by the Book-Entry Transfer Facility to, and received by the
Depositary and forming a part of the Book-Entry Confirmation (as defined in
Section 3 of the Offer to Purchase), which states that the Book-Entry Transfer
Facility has received an express acknowledgment from the participant in the
Book-Entry Transfer Facility tendering the Shares that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that the Company may enforce such agreement against the participant. If
certificates are to be forwarded to the Depositary in multiple deliveries, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery.
Participants in the Book-Entry Transfer Facility may tender their Shares in
accordance with ATOP, to the extent it is available to such participants for the
Shares they wish to tender. A stockholder tendering through ATOP must expressly
acknowledge that the stockholder has reviewed and agreed to be bound by the
Letter of Transmittal and that the Letter of Transmittal may be enforced against
such stockholder.
Stockholders whose certificates are not immediately available or who cannot
deliver certificates for their Shares and all other required documents to the
Depositary before the Expiration Date, or whose Shares cannot be delivered on a
timely basis pursuant to the procedures for book-entry transfer, must, in any
case, tender their Shares by or through any Eligible Institution by properly
completing and duly executing and delivering a Notice of Guaranteed Delivery (or
facsimile of it) and by otherwise complying with the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such
procedure: (a) such tender must be made by or through an Eligible Institution,
(b) a properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form provided by the Company (with any required signature
guarantees) must be received by the Depositary prior to the Expiration Date, and
(c) certificates for all physically delivered Shares in proper form for transfer
by delivery, or in the case of Shares by confirmation of a book-entry transfer,
into Depositary's account at the Book-Entry Transfer Facility of all Shares
delivered electronically, in each case together with a properly completed and
duly executed Letter of Transmittal (or manually signed facsimile thereof) with
any required signature guarantees (or, in the case of book-entry transfer an
Agent's Message or, in the case of a tender through ATOP, the specified
acknowledgment), and all other documents required by this Letter of Transmittal,
must be received by the Depositary within three AMEX(R) trading days after
receipt by the Depositary of such Notice of Guaranteed Delivery, all as provided
in Section 3 of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile transmission or mail to the Depositary and must include a signature
guarantee by an Eligible Institution in the form set forth in such Notice. For
Shares to be tendered validly pursuant to the guaranteed delivery procedure, the
Depositary must receive the Notice of Guaranteed Delivery on or before the
Expiration Date.
<PAGE>
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION
AND RISK OF THE TENDERING STOCKHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
The Company will not accept any alternative, conditional or contingent
tenders, nor will it purchase any fractional Shares, except as expressly
provided in the Offer to Purchase. All tendering stockholders, by execution of
this Letter of Transmittal (or a facsimile of it), waive any right to receive
any notice of the acceptance of their tender. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
3. Inadequate Space. If the space provided in the boxes captioned
"Description of Shares Tendered" is inadequate, then the certificate numbers
and/or the number of Shares should be listed on a separate signed schedule and
attached to this Letter of Transmittal.
4. Partial Tenders and Unpurchased Shares. (Not applicable to stockholders
who tender by book-entry transfer.) If less than all of the Shares evidenced by
any certificate are to be tendered, fill in the number of Shares that are to be
tendered in the column entitled "Number of Shares Tendered," in the box
captioned "Description of Shares Tendered." In such case, if any tendered Shares
are purchased, a new certificate for the remainder of the Shares (including any
Shares not purchased) evidenced by the old certificate(s) will be issued and
sent to the registered holder(s), unless otherwise specified in either the
"Special Payment Instructions" or "Special Delivery Instructions" box on this
Letter of Transmittal, as soon as practicable after the Expiration Date. Unless
otherwise indicated, all Shares represented by the certificates(s) listed and
delivered to the Depositary will be deemed to have been tendered.
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements.
(a) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the certificate(s)
without any change whatsoever.
(b) If any tendered Shares are registered in the names of two or more
joint holders, each such holder must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles of it) as there are
different registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and transmitted hereby, no endorsement(s) of
certificate(s) representing such Shares or separate stock power(s) are
required unless payment is to be made or the certificate(s) for the Shares
not tendered or not purchased are to be issued to a person other than the
registered holder(s).
(e) If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed, or if payment is to be
made or certificate(s) not tendered or not purchased are to be issued to a
person other than the registered holder(s), the certificate(s) must be
endorsed or accompanied by appropriate stock power(s), in either case
signed exactly as the name(s) of the registered holder(s) appears on the
certificate(s). SIGNATURE(S) ON SUCH CERTIFICATE(S) OR STOCK POWER(S) MUST
BE GUARANTEED BY AN ELIGIBLE INSTITUTION. See Instruction 1.
(f) If this Letter of Transmittal or any certificate(s) or stock
powers(s) are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing
and must submit proper evidence satisfactory to the Company of their
authority to so act.
6. Odd Lots. As described in Section 1 of the Offer to Purchase, if the
Company is to purchase less than all Shares tendered before the Expiration Date
and not properly withdrawn, then the Shares purchased first will consist of all
Shares tendered by any stockholder who owns of record or owns beneficially an
aggregate of less than 100 Shares, and who tenders all of his or her Shares (an
"Odd Lot Holder"). This preference will not be available unless the box
captioned "Odd Lots" is completed.
7. Order of Purchase in Event of Proration. As described in Section 1 of
the Offer to Purchase stockholders may designate the order in which their Shares
are to be purchased in the event of proration. The order of purchase may have an
effect on the Federal income tax treatment of the Purchase Price for the Shares
purchased. If you do not designate an order, in the event that less than all
Shares tendered are purchased due to proration, Shares will be selected for
purchase by the Depositary.
8. Special Payment and Delivery Instructions. If a check for the Purchase
Price of any Shares tendered hereby is to be issued in the name of, and/or any
certificates not tendered or not accepted for purchase are to be returned to, a
person other than the signer of the Letter of Transmittal or if such
certificates and/or checks are to be mailed to someone other than the person
signing the Letter of Transmittal or to the signer at a different address, the
boxes captioned "Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed as applicable
and signatures must be guaranteed as described in Instruction 1. Stockholders
tendering Shares by book-entry transfer will have any Shares not accepted for
payment returned by crediting the account maintained by such stockholder at the
Book-Entry Transfer Facility.
<PAGE>
9. Irregularities. All questions as to the number of Shares to be accepted,
the price to be paid therefor and the validity, form, eligibility (including
time of receipt) and acceptance for payment of any tender of Shares will be
determined by the Company in its sole discretion, which determinations shall be
final and binding on all parties. The Company reserves the absolute right to
reject any or all tenders of Shares it determines not to be in proper form or
the acceptance of which or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Shares, and the Company's interpretation of the terms
of the Offer (including these instructions) will be final and binding on all
parties. No tender of Shares will be deemed to be properly made until all
defects and irregularities have been cured or waived. Unless waived, any defects
or irregularities in connection with tenders must be cured within such time as
the Company shall determine. Neither the Company nor the Depositary, or any
other person, is or will be obligated to give notice of any defects or
irregularities in tenders and none of them will incur any liability for failure
to give any such notice.
10. Questions and Requests for Assistance and Additional Copies. Questions
and requests for assistance may be directed to, or additional copies of the
Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of
Transmittal may be obtained from, the Information Agent at the address and
telephone number set forth in this Letter of Transmittal or from your broker,
dealer, commercial bank or trust company.
11. Form W-9 and Form W-8. Under the federal income tax backup withholding
rules, unless an exemption applies under the applicable law and regulations, 31%
of the gross proceeds payable to a stockholder or other payee pursuant to the
Offer must be withheld and remitted to the United States Treasury, unless the
stockholder or other payee provides his or her taxpayer identification number
(employer identification number or social security number) to the Depositary and
certifies that such number is correct. Therefore, each tendering stockholder
should complete and sign the Substitute Form W-9 included as part of the Letter
of Transmittal so as to provide the information and certification necessary to
avoid backup withholding, unless such stockholder otherwise establishes to the
satisfaction of the Depositary that it is not subject to backup withholding.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that individual must submit an IRS Form W-8 or a Substitute Form W-8,
signed under penalties of perjury, attesting to that individual's exempt status.
Such statements can be obtained from the Depositary.
12. Withholding on Foreign Stockholders. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold federal income taxes equal to 30% of the gross payments payable to
a foreign stockholder or his agent unless the Depositary determines that an
exemption from or a reduced rate of withholding is available pursuant to a tax
treaty or that an exemption from withholding is applicable because such gross
proceeds are effectively connected with the conduct of a trade or business in
the United States. For this purpose, a foreign stockholder is a stockholder that
is not (i) a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States, any State or any political subdivision thereof or (iii) any
estate the income of which is subject to United States federal income taxation
regardless of the source of such income, or (iv) a trust whose administration is
subject to the primary supervision of a United States court and which has one or
more United States fiduciaries who have the authority to control all substantial
decisions of the trust. In order to obtain a reduced rate of withholding
pursuant to a tax treaty, a foreign stockholder must deliver to the Depositary a
properly completed Form 1001. In order to obtain an exemption from withholding
on the grounds that the gross proceeds paid pursuant to the Offer are
effectively connected with the conduct of a trade or business within the United
States, a foreign stockholder must deliver to the Depositary a properly
completed Form 4224. The Depositary will determine a stockholder's status as a
foreign stockholder and eligibility for a reduced rate of, or an exemption from,
withholding by reference to outstanding certificates or statements concerning
eligibility for a reduced rate of, or exemption from, withholding (e.g., Form
1001 or Form 4224) unless facts and circumstances indicate that such reliance is
not warranted. A foreign stockholder may be eligible to obtain a refund of all
or a portion of any tax withheld if such stockholder meets the "complete
redemption," "substantially disproportionate" or "not essentially equivalent to
a dividend" test described in Section 13 of the Offer to Purchase or is
otherwise able to establish that no tax or a reduced amount of tax is due.
Backup withholding generally will not apply to amounts subject to the 30% or
treaty-reduced rate of withholding. Foreign stockholders are urged to consult
their tax advisors regarding the application of federal income tax withholding,
including eligibility for a withholding tax reduction or exemption and refund
procedures.
13. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing Shares has been lost or destroyed, the stockholder should promptly
notify the Depositary of the number of Shares represented by the certificate so
lost or destroyed. To properly tender such Shares in this Offer, you must
receive a replacement certificate for such Shares and deliver that certificate
to the Depositary. To receive a replacement certificate, call the Company's
transfer agent, ChaseMellon Shareholder Services, L.L.C., at (800) 270-3449.
This Letter of Transmittal and related documents cannot be processed until the
transfer agent's procedures for replacing lost or destroyed certificates have
been followed. Please allow at least ten to fourteen business days to complete
such procedures.
<PAGE>
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART I--Taxpayer Identification Number--for
FORM W-9 all accounts, enter taxpayer identification
Department of the Treasury number in the box at the right and certify
by signing and dating below. TIN:______________________________
Internal Revenue Service Social Security
Payer's Request for Number or Employer
Identification NOTE: If the account is in more than one Identification Number
Number ("TIN") name, see the chart in the enclosed (If awaiting TIN,
Guidelines to determine which number to give write "Applied For")
the payer.
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C>
PART II--For payees exempt from backup withholding, please write TAXPAYER "EXEMPT"
here (see the enclosed Guidelines):
- - ----------------------------------------------------------------------------------------------------------------------------------
PART III--Certification--UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct TIN (or I am waiting for a TIN to be issued to me), and
(2) I am not subject to backup withholding because (a) I am exempt from withholding, or (b) I have not been notified by
the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you are currently
subject to backup withholding because of under reporting interest or dividends on your tax return and you have not been
notified by the IRS that you are no longer subject to backup withholding. (Also see instructions in the enclosed
Guidelines.)
- - ----------------------------------------------------------------------------------------------------------------------------------
SIGNATURE DATE____________________________________________________________________________ Date __________________________________
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
ARE WAITING (OR SOON WILL APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable payments made to me will be withheld;
but that such amounts will be refunded to me if I then provide a Taxpayer
Identification Number within sixty (60) days.
________________________________________ _______________________________
SIGNATURE DATE
Name:_______________________________________________________________________
(PLEASE PRINT)
Address:____________________________________________________________________
(INCLUDE ZIP CODE)
<PAGE>
[LETTERHEAD OF DREW INDUSTRIES INCORPORATED]
May 1, 2000
To Our Stockholders:
Drew Industries Incorporated (the "Company") is offering to purchase up to
500,000 shares of its common stock (the "Shares") from existing stockholders.
The purchase price will be $8.00 per Share. The Company is conducting the offer
through a procedure commonly referred to as an "Issuer Self-Tender Offer." This
procedure allows the Company to purchase its Shares at a pre-determined price,
in accordance with the terms of the offer.
Any stockholder whose Shares are properly tendered directly to ChaseMellon
Shareholder Services, L.L.C., the depositary for the offer, and purchased
pursuant to the offer, will receive the net purchase price in cash, without
interest, and will not incur the usual transaction costs associated with open
market sales. If more than 500,000 Shares (or such greater number of Shares as
the Company elects to purchase) are tendered, the Shares will be purchased on a
pro rata basis from each stockholder who properly tendered their Shares, except
that all Shares validly tendered by any stockholder who owns an aggregate of
less than 100 Shares, and tenders all such Shares, will be purchased in their
entirety prior to proration.
The terms and conditions of the offer are explained in detail in the
enclosed Offer to Purchase and the related Letter of Transmittal. We encourage
you to read these materials carefully before making any decision with respect to
the offer. The instructions on how to tender Shares are also explained in detail
in the accompanying materials.
IF YOU HAVE ANY QUESTIONS REGARDING THE OFFER OR NEED ASSISTANCE IN
TENDERING YOUR SHARES, PLEASE CONTACT CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
THE INFORMATION AGENT FOR THE OFFER, TOLL FREE AT (800) 550-8475.
Neither the Company nor the Board of Directors of the Company makes any
recommendation to stockholders as to whether to tender or refrain from tendering
their Shares. Each stockholder must make the decision whether to tender such
stockholder's Shares and, if so, how many Shares to tender. The Company has been
advised that none of its directors or executive officers intend to tender Shares
pursuant to the offer.
The offer will expire at 5:00 p.m., New York City time, on Wednesday, May
31, 2000, unless extended by the Company.
Very Truly Yours,
Leigh J. Abrams
President and Chief Executive Officer
Enclosures:
website: www.drewindustries.com
[email protected]
<PAGE>
NOTICE OF GUARANTEED DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
OF
SHARES OF COMMON STOCK
OF
DREW INDUSTRIES INCORPORATED
PURSUANT TO THE OFFER TO PURCHASE
DATED MAY 1, 2000
This form or a facsimile hereof must be used to accept the Offer (as
defined below) if:
(a) certificates for shares of Common Stock, $.01 par value per share
(the "Shares"), of Drew Industries Incorporated (the "Company") are not
immediately available; or
(b) the procedure for book-entry transfer (set forth in Section 3 of
the Company's Offer to Purchase dated May 1, 2000) cannot be completed on a
timely basis; or
(c) the Letter of Transmittal (or a facsimile thereof) and all other
required documents cannot be delivered to the Depositary prior to the
Expiration Date.
This form, properly completed and duly executed, may be delivered by hand,
mail or facsimile transmission to the Depositary. See Section 3 of the Offer to
Purchase.
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
By Mail: By Hand: By Overnight Delivery:
REORGANIZATION DEPARTMENT REORGANIZATION DEPARTMENT REORGANIZATION DEPARTMENT
P.O. BOX 3301 120 BROADWAY, 13TH FLOOR 85 CHALLENGER ROAD
SOUTH HACKENSACK, NJ 07606 NEW YORK, NY 10271 MAIL DROP-REORG.
RIDGEFIELD PARK, NJ 07660
</TABLE>
By Facsimile Transmission:
(201) 296-4293
(FOR ELIGIBLE INSTITUTIONS ONLY)
Confirm Facsimile by Telephone:
(201) 296-4860
The Information Agent for the Offer Is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
44 WALL STREET
NEW YORK, NY 10005
Banks or Brokers Call: (917) 320-6285
For Information Call Toll Free: (800) 550-8475
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION"
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
1
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Offer to Purchase and the related Letter of
Transmittal (collectively, the "Offer"), receipt of which is hereby
acknowledged, the number of Shares specified below pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase.
ODD LOTS
To be completed ONLY if Shares are being tendered by or on behalf of a person
owning beneficially or of record as of the close of business on April 28, 2000
and who continues to own, beneficially or of record, as of the Expiration Date,
an aggregate of fewer than 100 Shares. The undersigned either (check one box):
/ / was the beneficial or record owner of, as of the close of business on April
28, 2000, and continues to own beneficially or of record as of the
Expiration Date, an aggregate of fewer than 100 Shares, all of which are
being tendered; or
/ / is a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering, for the beneficial owner(s) thereof, Shares with respect
to which it is the record holder, and (b) believes, based upon
representations made to it by such beneficial owner(s), that each such
person was the beneficial or record owner of, as of the close of business on
April 28, 2000, and continues to own beneficially or of record as of the
Expiration Date, an aggregate of fewer than 100 Shares and is tendering all
of such Shares.
<TABLE>
<S> <C>
(Please type or print)
Certificate Nos. (if available): Signature(s):
- - ------------------------------------------------------- -------------------------------------------------------
- - ------------------------------------------------------- -------------------------------------------------------
- - ------------------------------------------------------- -------------------------------------------------------
Name(s): Dated:
- - ------------------------------------------------------- -------------------------------------------------------
- - -------------------------------------------------------
If Shares will be tendered by book-entry transfer, fill
Address(es): in the applicable account number, below:
- - -------------------------------------------------------
- - ------------------------------------------------------- The Depository Trust Company
--------------------------
Area Code(s) and Telephone Number(s): DTC Account Number:
-----------------------------------
- - ------------------------------------------------------- Transaction Code Number:
------------------------------
- - -------------------------------------------------------
</TABLE>
2
<PAGE>
DELIVERY GUARANTEE
(NOT TO BE USED FOR A SIGNATURE GUARANTEE)
THE UNDERSIGNED, A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION
OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF THE SECURITIES TRANSFER
AGENTS MEDALLION PROGRAM OR A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS
ASSOCIATION OR OTHER ENTITY WHICH IS AN "ELIGIBLE GUARANTOR INSTITUTION," AS
SUCH TERM IS DEFINED IN RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED (EACH OF THE FOREGOING CONSTITUTING AN "ELIGIBLE INSTITUTION"),
GUARANTEES THE DELIVERY TO THE DEPOSITARY OF THE SHARES TENDERED HEREBY, IN
PROPER FORM FOR TRANSFER, OR A CONFIRMATION THAT THE SHARES TENDERED HEREBY HAVE
BEEN DELIVERED PURSUANT TO THE PROCEDURE FOR BOOK-ENTRY TRANSFER SET FORTH IN
THE OFFER TO PURCHASE INTO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY, TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL (OR FACSIMILE THEREOF) AND ANY OTHER REQUIRED DOCUMENTS, ALL WITHIN
THREE (3) AMERICAN STOCK EXCHANGE, INC. TRADING DAYS OF THE DATE HEREOF.
THE ELIGIBLE INSTITUTION THAT COMPLETES THIS FORM MUST COMMUNICATE THE
GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND
CERTIFICATES REPRESENTING SHARES TO THE DEPOSITARY WITHIN THE TIME PERIOD SET
FORTH HEREIN. FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE
INSTITUTION.
Authorized Signature: _________________________________________________________
Name:__________________________________________________________________________
(PLEASE PRINT)
Title: ________________________________________________________________________
Name of Firm: _________________________________________________________________
Address: ______________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone Number: _______________________________________________
Date: ___________________________, 2000
NOTE: DO NOT SEND NOT SEND CERTIFICATES WITH THIS FORM. YOUR STOCK
CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
3
<PAGE>
DREW INDUSTRIES INCORPORATED
OFFER TO PURCHASE FOR CASH UP TO
500,000 SHARES OF ITS COMMON STOCK
THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON WEDNESDAY, MAY 31, 2000, UNLESS THE OFFER IS EXTENDED.
May 1, 2000
To Brokers, Dealers, Street Name Holders, and Other Nominees:
Drew Industries Incorporated, a Delaware corporation (the "Company"),
invites its stockholders to tender shares (the "Shares") of its Common Stock,
par value $.01 per share ("Common Stock"), to the Company at the price of $8.00
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer of Purchase and in the
related letter of transmittal ("Letter of Transmittal") (which, as amended or
supplemented from time to time, together constitute the "Offer").
The Company will, upon the terms and subject to the conditions of the
Offer, pay $8.00 per share, net to the seller in cash, without interest thereon
("Purchase Price"), for Shares properly tendered and not withdrawn. All Shares
acquired in the Offer will be acquired at the Purchase Price. In the event more
than 500,000 Shares are validly tendered and not withdrawn, the Company will
accept Shares for payment on a pro rata basis upon the terms and subject to the
conditions of the Offer. The Company will purchase all Shares from any person
(an "Odd Lot Holder") who owns fewer than 100 Shares, as described below. Shares
not purchased because of proration will be returned at the Company's expense to
the stockholders who tendered such Shares. The Company reserves the right (but
shall not be obligated) to accept for payment more than 500,000 Shares pursuant
to the Offer.
The Offer is not conditioned on any minimum number of shares being
Tendered. The Offer is, however, subject to certain other conditions.
Upon the terms and subject to the conditions of the Offer, if at the
Expiration Date more than 500,000 Shares (or such greater number of Shares as
the Company may elect to purchase) are properly tendered and not properly
withdrawn, the Company will purchase Shares first from any person who owned
beneficially or of record as of the close of business on April 28, 2000 and who
continues to own beneficially or of record as of the Expiration Date, an
aggregate of fewer than 100 Shares and so certifies in the appropriate place in
the Letter of Transmittal (and, if applicable, on a Notice of Guaranteed
Delivery), who validly tender all their Shares, and then, on a pro rata basis
from all other shareholders who validly tender Shares (and do not withdraw such
Shares prior to the Expiration Date).
For your information and for forwarding to those of your clients for whom
you hold Shares registered in your name, in Street name, or in the name of your
nominee, we are enclosing the following documents:
1. The Offer to Purchase dated May 1, 2000;
2. The Letter of Transmittal for your use and for the information of
your clients (together with the accompanying Substitute Form W-9).
Facsimile copies of the Letter of Transmittal (with manual signatures) may
be used to tender Shares;
3. A letter to the stockholders of the Company dated May 1, 2000, from
Leigh J. Abrams, President and Chief Executive Officer;
4. The Notice of Guaranteed Delivery to be used to accept the Offer
and tender Shares pursuant to the Offer if none of the procedures for
tendering Shares set forth in the Offer to Purchase can be completed on a
timely basis;
5. A printed form of letter which may be sent to your clients for
whose accounts you hold Shares registered in your name, in Street name, or
in the name of your nominee, with an instruction form provided for
obtaining such client's instructions with regard to the Offer;
1
<PAGE>
6. A copy of the Press Release dated April 24, 2000, regarding the
Company's first quarter earnings; and
7. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER, PRORATION PERIOD, AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY,
MAY 31, 2000, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof)
including any required signature guarantees and any other required documents
should be sent to the Depositary together with either certificate(s)
representing tendered Shares or timely confirmation of their book-entry
transfer, in accordance with the instructions set forth in the Offer to Purchase
and the related Letter of Transmittal.
Holders of Shares whose certificate(s) for such Shares are not immediately
available or who cannot deliver such certificate(s) and all other required
documents to the Depositary, or complete the procedures for book-entry transfer,
prior to the Expiration Date must tender their Shares according to the procedure
for guaranteed delivery set forth in Section 3 of the Offer to Purchase.
No fees or commissions will be payable by the Company nor any officer,
director, stockholder, agent, or other representative of the Company to any
broker, dealer, or other person for soliciting tenders of Shares pursuant to the
Offer (other than fees paid to ChaseMellon Shareholder Services, L.L.C., as
Information Agent, as described in the Offer to Purchase). The Company will,
however, upon request, reimburse you for customary mailing and handling expenses
incurred by you in forwarding any of the enclosed materials to your clients
whose Shares are held by you as a nominee or in a fiduciary capacity.
ANY INQUIRIES YOU MAY HAVE WITH RESPECT TO THE OFFER SHOULD BE ADDRESSED TO
CHASEMELLON SHAREHOLDER SERVICES, L.L.C. AS INFORMATION AGENT, 44 WALL STREET,
NEW YORK, NY 10005. TELEPHONE: (917) 320-6285. REQUESTS FOR ADDITIONAL COPIES OF
THE ENCLOSED MATERIALS MAY BE DIRECTED TO THE INFORMATION AGENT.
Very Truly Yours,
DREW INDUSTRIES INCORPORATED
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY, THE INFORMATION AGENT, THE
DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
2
<PAGE>
DREW INDUSTRIES INCORPORATED
OFFER TO PURCHASE FOR CASH UP TO
500,000 SHARES OF ITS COMMON STOCK
THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON WEDNESDAY, MAY 31, 2000, UNLESS THE OFFER IS EXTENDED.
May 1, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated May 1, 2000
(the "Offer to Purchase") and the related letter of transmittal ("Letter of
Transmittal") (which, as amended or supplemented from time to time, together
constitute the "Offer") in connection with the offer by Drew Industries
Incorporated, a Delaware corporation (the "Company"), to purchase up to 500,000
shares (or such lesser number of shares as are properly tendered) of its common
stock, par value $.01 per share ("Shares"), at the price of $8.00 per Share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth herein and in the Offer.
The Company will, upon the terms and subject to the conditions of the
Offer, pay $8.00 per Share, net to the seller in cash, without interest thereon
("Purchase Price"), for Shares properly tendered and not withdrawn. All Shares
acquired in the Offer will be acquired at the Purchase Price. The Company is
offering to purchase up to 500,000 Shares. In the event that more than 500,000
Shares are properly tendered prior to the Expiration Date (as defined in the
Offer to Purchase) and not properly withdrawn, the Company will accept Shares
for payment on a pro rata basis upon the terms and subject to the conditions of
the Offer. The Company will purchase all Shares from any person who owns fewer
than 100 Shares (an "Odd Lot Holder"), as described below. Shares not purchased
because of proration will be returned at the Company's expense to the
stockholders who tendered such Shares. The Company reserves the right in its
sole discretion, but is not obligated, to accept for payment more than 500,000
Shares pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, if at the
Expiration Date more than 500,000 Shares are validly tendered and not withdrawn,
the Company shall buy Shares first from any person who owned beneficially or of
record as of the close of business on April 28, 2000, and who continue to own
beneficially or of record as of the Expiration Date, an aggregate of fewer than
100 Shares and so certifies in the appropriate place in the attached Instruction
Form (and, if applicable, on a Notice of Guaranteed Delivery), who validly
tender all their Shares, and then, on a pro rata basis from all other
shareholders who validly tender Shares (and do not withdraw such Shares prior to
the Expiration Date).
A TENDER OF YOUR SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
THEREOF AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
YOUR SHARES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to tender any
or all of the Shares held by us for your account, upon the terms and subject to
the conditions of the Offer.
Please note the following:
1. Shares may be tendered at $8.00 per Share, as indicated in the
attached Instruction Form, net to the seller in cash, without interest
thereon.
2. The priority in which Shares will be purchased in the event of
proration may be designated.
3. The Offer is not conditioned on any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions set
forth in the Offer to Purchase.
4. The Offer, proration period and withdrawal rights will expire at
5:00 p.m., New York City time, on Wednesday, May 31, 2000, unless the Offer
is extended.
1
<PAGE>
5. The Offer is for up to 500,000 Shares, constituting approximately
4.5% of the Shares outstanding as of April 28, 2000.
6. The Board of Directors of the Company has approved the Offer.
However, neither the Company nor its Board of Directors makes any
recommendation to stockholders as to whether to tender or refrain from
tendering their Shares. Each stockholder must make the decision whether to
tender such stockholder's Shares and, if so, how many Shares to tender.
7. Tendering stockholders will not be obligated to pay any brokerage
fees or commissions or solicitations fees to the Depositary, the
Information Agent or the Company. If you wish to have us tender any or all
of your Shares, please so instruct us by completing, executing, detaching
and returning to us the attached Instruction Form. An envelope to return
your Instruction Form to us is enclosed. If you authorize us to tender your
Shares, all such Shares will be tendered unless otherwise indicated on the
attached Instruction Form.
PLEASE FORWARD YOUR INSTRUCTION FORM TO US AS SOON AS POSSIBLE TO ALLOW US
AMPLE TIME TO TENDER YOUR SHARES ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
OFFER.
As described in the Offer to Purchase, if more than 500,000 Shares (or such
greater number of Shares as the Company may elect to purchase) have been
properly tendered and not properly withdrawn prior to the Expiration Date, the
Company will purchase tendered Shares as set forth below:
1. First, all Shares validly tendered and not withdrawn prior to the
Expiration Date by any Odd Lot Holder who:
a. Tenders all Shares owned beneficially or of record by such Odd Lot
Holder (tenders of less than all Shares owned by such Odd Lot
Holder will not qualify for this preference); and
b. Completes the box captioned "Odd Lots" in the attached Instruction
Form (and, if applicable, on the Notice of Guaranteed Delivery);
and
2. Second, after purchase of all of the foregoing Shares, all other Shares
validly tendered and not withdrawn prior to the Expiration Date, on a
pro rata basis as described in the Offer Purchase.
The Offer is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and is being made to all holders of Shares. The
Offer is not being made to, nor will tenders be accepted from or on behalf of,
holders of Shares residing in any jurisdiction in which the making of the Offer
or acceptance thereof would not be in compliance with the securities laws of
such jurisdiction.
2
<PAGE>
INSTRUCTION FORM
INSTRUCTION FOR TENDER OF SHARES OF
DREW INDUSTRIES INCORPORATED
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated May 1, 2000 (the "Offer to Purchase") and the related
Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the "Offer") in connection with the Offer by Drew Industries
Incorporated, a Delaware corporation (the "Company"), to purchase up to 500,000
(or such less number of Shares as are validly tendered or such greater number of
Shares as the Company may elect to purchase) of its common stock, par value $.01
per share (the "Shares"), at $8.00 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions of the Offer.
This will instruct you to tender to the Company, on (our) (my) behalf, the
number of Shares indicated below (or if no number is indicated below, all
Shares) which are beneficially owned by (us) (me) and registered in your name,
upon terms and subject to the conditions of Offer.
- - --------------------------------------------------------------------------------
NUMBER OF SHARES TO BE TENDERED: SHARES*
- - --------------------------------------------------------------------------------
* Unless otherwise indicated, it will be assumed that all Shares held by us in
your account are to be tendered.
/ / By checking this box the undersigned represents that the undersigned owned
beneficially or of record as of the close of business on April 28, 2000 and
continue to own beneficially or of record as of the Expiration Date, an
aggregate of fewer than 100 Shares and is tendering all of such Shares.
/ / Indicate in this box the order (by certificate number) in which Shares are
to be purchased in event of proration. (Attach additional list if
necessary.)* See Instruction 8 to the Letter of Transmittal.
Shares: _______ 1st: ______ 2nd: ______ 3rd: _______ 4th:
* If you do not designate an order, in the event less than all Shares tendered
are purchased due to proration, Shares will be selected for purchase by the
Depositary. See Instruction 7 to the Letter of Transmittal.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
SIGN HERE
Signature(s):_______________________________________________________
(Print Name(s)): ___________________________________________________
(Print Address(s)): ________________________________________________
(Area Code and Telephone Number): __________________________________
(Taxpayer Identification or Social Security Number(s)): ____________
Date: ______________________________________________________________
3
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e.,00-0000000. The table below will help determine the number to
give the payor.
- - --------------------------------------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- - --------------------------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of the account or,
(joint account) if combined funds, the first
individual on the account(1)
3. Husband and wife The actual owner of the
(joint account) account or, if joint funds,
either person(1)
4. Custodian account of a minor (Uniform The minor(2)
Gift to Minors Act)
5. Adult and minor The adult or, if the minor
(joint account) is the only contributor, the
minor(1)
6. Account in the name of guardian or The ward, minor, or
committee for a designated ward, incompetent person(3)
minor, or incompetent person
7. (a) The usual revocable savings trust The grantor-trustee(1)
account (grantor is also a
trustee)
(b) So-called trust account that is The actual owner(1)
not a legal or valid trust under
state law
8. Sole proprietorship The owner(4)
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
GIVE THE EMPLOYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- - --------------------------------------------------------------------------------
9. A valid trust, estate, or pension The legal entity (Do not furnish the
trust identifying number of the personal
representative or trustee unless the
legal entity itself is not
designated in the account title)(5)
10. Corporate account The corporation
11. Religious, charitable, or educational The organization
organization account
12. Partnership account held in the name The partnership
of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of The public entity
Agriculture in the name of a public
entity (such as a State or local
government, school district or
prison) that receives agricultural
program payments
- - --------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number
will be considered to be that of the first name listed.
1
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
o A corporation.
o A financial institution.
o An organization exempt from tax under section 501(a), an individual retirement
plan or a custodial account under section 403(b)(7).
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government, or any
agency, or instrumentality thereof.
o An international organization or any agency, or instrumentality thereof.
o A registered dealer in securities or commodities required in the U.S. or a
possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
o An entity registered at all times under the Investment Company Act of 1940.
o A foreign central bank of issue.
PAYMENTS NOT GENERALLY SUBJECT TO BACKUP WITHHOLDING
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under section 1441.
o Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid in
money.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
Payments of interest not generally subject to backup withholding including the
following:
o Payments of interest on obligations issued by individuals. NOTE: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and such payee has not provided
your correct taxpayer identification number to the payor.
o Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
EXEMPT PAYEE DESCRIBED ABOVE SHOULD FILE FORM W-9 TO AVOID POSSIBLE ERRONEOUS
BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYOR. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends and patronage dividends that are
not subject to information reporting are also not subject to backup withholding.
For details, see the regulations under sections 6041, 6041A(a), 6045 and 6050A.
PRIVACY ACT NOTICE--Section 6109 requires most recipients of dividends, interest
or other payments to give taxpayer identification numbers to payors who must
report the payments to the IRS. IRS uses the numbers for identification
purposes. Payors must be given the numbers whether or not recipients are
required to file tax returns. Payors must generally withhold 31% of taxable
interest, dividend and certain other payments to a payee who does not furnish a
taxpayer identification number to a payor. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your correct taxpayer identification number to a payor, you may be
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDER.--If you make
a false statement with no reasonable basis which results in no impostion of
backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
2
<PAGE>
Exhibit (a)(8)
[GRAPHIC OMITTED]
PRESS RELEASE
Date: April 24, 2000
Contact: Leigh J. Abrams
President and Chief Executive Officer
Phone: (914) 428-9098 Fax: (914) 428-4581
E Mail: [email protected]
For Immediate Release
Drew Announces First Quarter Results
White Plains, New York - April 24, 2000... Drew Industries Incorporated
(AMEX: DW) today reported net sales of $74.7 million in the first quarter of
2000, a decrease of 13 percent from sales of $85.9 million in 1999. Sales by
Drew's manufactured housing products segment decreased 25 percent to $50.6
million in 2000. However, sales by its recreational vehicle products segment
increased 31 percent to $24.1 million.
Earnings per share (diluted) decreased 26 percent to $.25 in the first
quarter of 2000 from $.34 in 1999, while net income decreased 30 percent to $2.8
million.
Our expectation of lower sales and profits materialized during the first
quarter. Our customers, the producers of manufactured homes, have closed
factories and reduced production schedules because of excess inventories of
homes at dealers and manufacturers. In addition, tightened credit requirements
coupled with rising interest rates, have slowed retail sales of manufactured
homes.
Partially offsetting the weak manufactured housing market has been the
stellar performance of the Company's RV products segment. Industry sales have
been strong, increasing approximately 12 percent over last year, while the
Company's RV sales were up 31 percent. In response to increased demands
resulting from our expanded market share in this segment, the Company plans to
construct five new factories during 2000.
During the first quarter, which is typically a slower time of the year,
gross margins as a percent of sales remained stable compared to last year's
first quarter. While selling, general and administrative expenses were down in
dollar terms, they increased as a percent of sales due to the effect of lower
sales on fixed costs.
We anticipate that conditions in the manufactured housing industry will
continue to adversely impact Drew's operating results for the balance of 2000,
as the manufactured housing industry reduces its inventory of unsold homes. In
addition, higher material costs, increasing labor costs in certain areas, and
higher interest rates will affect operations in the near term. However, the
Company has maintained relationships with its customers, and has recently
increased market share. As a result, the Company is well positioned for the
recovery of the manufactured housing industry.
Drew, through its wholly-owned subsidiaries, Kinro, Lippert and Shoals,
supplies a wide variety of components for manufactured homes and recreational
vehicles. Manufactured products include windows, doors, chassis, chassis parts,
roofs and new and refurbished axles. The Company also distributes new and
refurbished tires. The Company operates 39 plants in 18 states.
This press release contains certain statements, including the Company's
plans regarding its operating strategy, its products and performance and its
views of industry prospects, which could be construed to be forward looking
statements within the meaning of the Securities Exchange Act of 1934. These
statements reflect the Company's current views with respect to future plans,
events and financial performance.
The Company has identified certain risk factors which could cause actual
plans and results to differ substantially from those included in the forward-
looking statements. These factors include pricing pressures due to competition,
raw material costs (particularly aluminum, vinyl, steel, glass and tires),
adverse weather conditions impacting retail sales, inventory adjustments by
retailers, availability and costs of labor, and interest rates. In addition,
general economic conditions may affect the retail sale of manufactured homes and
RV's. [ ]
<PAGE>
DREW INDUSTRIES INCORPORATED
OPERATING RESULTS
<TABLE>
<CAPTION>
Quarter Ended March 31, Last Twelve
2000 1999 Months
---- ---- ------
<S> <C> <C> <C>
(In thousands, except per share amounts)
Net sales $ 74,660 $ 85,887 $ 313,228
Cost of sales 58,572 67,614 240,087
---------- ---------- -----------
Gross profit 16,088 18,273 73,141
Selling, general and administrative expenses 10,587 10,717 43,262
---------- ---------- -----------
Operating profit 5,501 7,556 29,879
Interest expense 869 1,003 3,234
---------- ---------- -----------
Income before income taxes 4,632 6,553 26,645
Provision for income taxes 1,872 2,611 10,636
---------- ---------- -----------
Net income $ 2,760 $ 3,942 $ 16,009
========== ========== ===========
Net income per common share:
Basic $ .25 $ .35 $ 1.41
========== ========== ===========
Diluted $ .25 $ .34 $ 1.41
========== ========== ===========
Weighted average common shares outstanding:
Basic 11,189 11,396 11,333
========== ========== ===========
Diluted 11,192 11,475 11,368
========== ========== ===========
Depreciation and amortization $ 2,105 $ 1,956 $ 8,291
========== ========== ===========
</TABLE>
BALANCE SHEET INFORMATION
<TABLE>
<CAPTION>
March 31,
--------------------------------------
(In thousands, except per share amounts and ratios) 2000 1999
---- ----
<S> <C> <C>
Current assets
Cash and short term investments $ 3,507 $ 4,731
Accounts receivable, net 19,730 18,437
Inventories 34,767 30,513
Prepaid expenses and other current assets 4,179 4,528
----------- ------------
Total current assets 62,183 58,209
Fixed assets, net 55,796 44,114
Goodwill, net 45,637 47,437
Other assets 4,525 5,448
----------- ------------
Total assets $ 168,141 $ 155,208
=========== ============
Current liabilities
Current maturities of long-term obligations $ 9,279 $ 788
Accounts payable and accrued expenses 28,362 27,987
----------- ------------
Total current liabilities 37,641 28,775
Long-term indebtedness 43,219 51,747
Other long-term obligations 2,110 1,665
----------- ------------
Total liabilities 82,970 82,187
Total stockholders' equity 85,171 73,021
----------- ------------
Total liabilities and stockholders' equity $ 168,141 $ 155,208
=========== ============
Current ratio 1.7 2.0
Total debt to equity 0.6 0.7
Book value per share $ 7.67 $ 6.35
</TABLE>
<PAGE>
FOR IMMEDIATE RELEASE
DREW INDUSTRIES INCORPORATED ANNOUNCES $8.00 PER SHARE CASH SELF-TENDER OFFER
FOR UP TO 500,000 SHARES.
White Plains, NY-- Monday, May 1, 2000--Drew Industries Incorporated (AMEX(R):
DW) announced today that its Board of Directors has approved and authorized the
Company to make a Tender Offer for up to 500,000 shares of its Common Stock at
$8.00 per share, net to the seller in cash, subject to the terms and conditions
set forth in the Offer to Purchase which will be mailed to current stockholders.
The Company may, but is not obligated to, purchase more than 500,000 shares of
Common Stock pursuant to the Tender Offer. If more than 500,000 shares (or such
greater number of shares as the Company elects to purchase) of Common Stock are
properly tendered, the shares will be purchased on a pro rata basis from each
stockholder who properly tendered their shares, except that all shares validly
tendered by any stockholder who owns an aggregate of less than 100 shares, and
tenders all such shares, will be purchased in their entirety prior to proration.
The Board of Directors believes that its purchase of shares at this time is
consistent with the Company's long-term corporate goal of seeking to increase
stockholder value. The 500,000 shares represent 4.5% of the Company's currently
outstanding Common Stock.
The Board of Directors has approved the Tender Offer. However, the Board makes
no recommendation to stockholders as to whether to tender or refrain from
tendering their shares. Each stockholder must make the decision whether to
tender shares and, if so, how many shares to tender. The Company has been
advised that none of its directors or executive officers intend to tender any
shares pursuant to the Tender Offer.
On April 28, 2000, the last trading day prior to the announcement of the Tender
Offer, the AMEX(R) closing market price for Drew Industries Incorporated Common
Stock was $7.0625 per share.
Stockholders may obtain further information by calling ChaseMellon Shareholder
Services, L.L.C., the Information Agent for the Tender Offer, at 800-550-8475
(toll free).
This press release is for informational purposes only and is not intended to
serve as a solicitation to buy securities. Any solicitation to buy securities is
made only pursuant to the Offer to Purchase and the Letter of Transmittal.
Drew, through its wholly-owned subsidiaries, Kinro, Inc., Lippert Components,
Inc., Lippert Tire & Axle, Inc. and Coil Clip, Inc. supplies a wide variety of
components for manufactured homes and recreational vehicles. Manufactured
products include windows, doors, chassis, chassis parts, roofs and new and
refurbished axles. The Company also distributes new and refurbished tires. The
Company operates 39 plants in 18 states.
