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Securities and Exchange Commission
Washington, D.C. 20549
Schedule TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No.3 - FINAL AMENDMENT, CORRECTED)
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)
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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)
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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**
$11,595,400.00 $2,319.08
* For the purpose of calculating the filing fee only, this amount is
based on the purchase of 1,449,425 shares of Common Stock, par value
$.01 per share, of Drew Industries Incorporated at $8.00 per share.
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** The amount of the filing fee equals 1/50th of one percent (1%) of the
value of the securities to be acquired.
[x] 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: $2405.70
Form or Registration No.: Schedule TO-I/A
Filing Party: Drew Industries Incorporated
Date Filed: June 16, 2000
[ ] 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: [X]
Amendment No. 3
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on May 1, 2000,
as amended by Amendment No. 1 filed with the Securities and Exchange Commission
on May 31, 2000 and Amendment No. 2 filed with the Securities and Exchange
Commission on June 16, 2000 (as amended, the "Schedule TO"), relating to an
offer by Drew Industries Incorporated, a Delaware corporation (the "Company" or
the "Purchaser"), to purchase 1,300,000 of its outstanding shares of common
stock, par value $0.01 per share (the "Shares"), for $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 dated May 1, 2000 (the "Offer to Purchase") and in the related
Letter of Transmittal (which, together with any amendments or supplements hereto
or thereto, collectively constitute the "Offer"), copies of which are attached
as Exhibits (a)(1) and (a)(2) to the Schedule TO. Amendment No. 3 amends and
corrects Amendment No.2.
ITEMS 1 THROUGH 8 AND ITEM 11
Items 1 through 8 and Item 11 of the Schedule TO, which incorporate by
reference the
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information contained in the Offer to Purchase, are hereby amended and
supplemented by adding thereto the following:
Drew Industries Incorporated issued a press release on June 14, 2000,
and filed with the Securities and Exchange Commission Amendment No.2 to the
Schedule TO on June 16, 2000, announcing the completion of the tender offer.
Those documents reflected that the total number of Shares tendered and accepted
by the Company was 1,503,570. Due to a miscalculation by the Depositary, 53,846
Shares which were not properly tendered were included. The correct number of
Shares properly tendered, all of which were accepted for payment by the Company,
is 1,449,425 Shares. The Schedule TO is hereby amended and supplemented to
reflect the correct number of Shares.
ITEM 12. MATERIAL TO BE FILED AS AN EXHIBIT.
Not Applicable.
SIGNATURE
After reasonable 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: June 29, 2000
DREW INDUSTRIES INCORPORATED
By: /s/ Leigh J. Abrams
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Name: Leigh J. Abrams
Title: President and Chief Executive Officer
Exhibit Index
(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.
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(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.
(a)(10)* Drew Press Release dated May 31, 2000.
(a)(11)* Drew Letter to Stockholders dated May 31, 2000.
(a)(12)* Drew Press Release dated June 14, 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.
* - Previously Filed
