SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
|
For
the Year End
December
31, 2007
|
|
Commission
File Number
0-13646
|
DREW
INDUSTRIES INCORPORATED
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
|
13-3250533
(I.R.S.
Employer
Identification
Number)
|
200
Mamaroneck Avenue, White Plains, N.Y. 10601
(Address
of principal executive offices) (Zip Code)
Registrant's
Telephone Number including Area Code: (914) 428-9098
Securities
Registered pursuant to Section 12(b) of the Act:
Common
Stock, par value $0.01
New York
Stock Exchange
Securities
Registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x
Indicate
by check mark if the Registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No x
Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o
Indicated
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act.) Large Accelerated Filer o Accelerated
Filer x Non-accelerated
filer o
Aggregate
market value of voting stock (Common Stock, $.01 par value) held by
non-affiliates of Registrant as of the most recently completed second fiscal
quarter (June 30, 2008) was $221,339,282.
The
number of shares outstanding of the Registrant's Common Stock, as of the latest
practicable date (November 30, 2008) was 21,511,729 shares of Common
Stock.
EXPLANATORY
NOTE
This Amendment on Form 10-K/A
(“Amendment No.1”) constitutes an amendment to Registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2007, which was
originally filed with the Securities and Exchange Commission (the “SEC”) on
March 17, 2008.
Amendment No. 1 is being filed solely
for the purpose of correcting an inadvertent omission of the conclusions of our
principal executive officer and principal financial officer regarding the
effectiveness of our disclosure controls and procedures.
As required by Rule 12b-15 under the
Securities Exchange Act of 1934, new certifications of our principal executive
officer and principal financial officer are being filed as exhibits to this
Amendment No. 1. For purposes of this Annual Report on Form 10-K/A,
and in accordance with Rule 12b-15 under the Exchange Act, Item 9A of our Form
10-K for the year ended December 31, 2007 has been amended by adding the
paragraph contained herein under PART II, Item 9A. Except for the
matter described above, this amendment does not change any previously reported
financial results, modify or update disclosures in the Form 10-K, or reflect
events occurring after the date of the filing of the Form
10-K. Accordingly, this Form 10-K/A should be read in conjunction
with our filings with the SEC subsequent to the filing of our Form
10-K.
TABLE OF
CONTENTS
|
Item
No.
|
|
Page
No.
|
|
Part
II
|
|
|
|
Item
9A.
|
Controls
and Procedures
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2
|
|
|
|
|
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Part
IV
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|
|
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Item
15.
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Exhibits,
Financial Statement Schedules
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3
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Signatures
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4
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PART
II
Item
9A. CONTROLS AND PROCEDURES
The
following is added as the second paragraph in Item 9A:
“As of the end of the period covered by
this Form 10-K, the Company performed an evaluation, under the supervision and
with the participation of the Company’s management, including the Company’s
Chief Executive Officer and the Company’s Chief Financial Officer, of the
effectiveness of the design and operation of the Company’s disclosure controls
and procedures. Based on the foregoing, the Company’s Chief Executive
Officer and Chief Financial Officer concluded that the Company’s disclosure
controls and procedures were effective.”
PART
IV
Item
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
Exhibit
Number
|
Description |
| |
|
| 31.1* |
Rule 13a-14(a)
Certificate of Chief Executive Officer |
| |
|
| 31.2* |
Rule 13a-14(a)
Certificate of Chief Financial Officer |
*Filed
herewith.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
|
Date:
December 11, 2008
|
DREW
INDUSTRIES INCORPORATED |
| |
|
|
|
By: |
/s/Fredric M.
Zinn
|
| |
|
Fredric
M. Zinn, President |
Pursuant
to the requirements of the Securities and Exchange Act of 1934, as amended, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and dates indicated.
|
Date
|
Signature |
|
Title
|
| |
|
|
|
|
|
December
11, 2008
|
By: |
/s/Leigh J.
Abrams
|
|
Director
and
|
| |
|
(Leigh
J. Abrams) |
|
Chief
Executive Officer
|
| |
|
|
|
|
|
December
11, 2008
|
By: |
/s/Fredric M.
Zinn
|
|
Director
and President
|
| |
|
(Fredric
M. Zinn) |
|
|
| |
|
|
|
|
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December
11, 2008
|
By: |
/s/Joseph S. Giordano III
|
|
Chief
Financial Officer and Treasurer
|
|
|
|
(Joseph
S. Giordano III) |
|
|