--------------------------
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
--------------------------
Expires: November 30, 2002
--------------------------
Estimated average burden
hours per response...11
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Drew Industries Incorporated
(Name of Issuer)
Common Stock, par value $0.01 per share**
(Title of Class of Securities)
26168L 205
(CUSIP Number)
Leigh J. Abrams, 200 Mamaroneck Avenue, White Plains, N.Y. 10571
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 6, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule of ss.ss.240.13d-l(e),240.13d-1(f) or 240.13(d)-1(g),check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.ss.240.13d-7 for parties
to whom copies should be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares reported herein is 542,461, which constitute
approximately 5.5% of the total number of shares outstanding. All ownership
percentages assume that there are 9,939,963 shares outstanding, including 68,200
shares subject to presently exercisable options by Reporting Persons.
-------------------- ------------------
CUSIP No. 26168L 205 13D Page 2 of 20 Pages
-------------------- ------------------
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
L. Douglas Lippert (1)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
SC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
L. Douglas Lippert is a citizen of the United States.
________________________________________________________________________________
7 SOLE VOTING POWER
399,142 (1)(2)
_________________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 399,142 (1)(2)
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,142(1)(3)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26168L 205 13D Page 3 of 20 Pages
ATTACHMENT TO SCHEDULE 13D
(1) L. Douglas Lippert is the Reporting Person as Trustee of the following
seven (7)trusts (hereinafter, individually, the "Trust" and, collectively,
the "Trusts"):
(i) L. Douglas Lippert Living Trust, dated June 6, 1989
(ii) Lippert Family Irrevocable Trust f/b/o Jason D. Lippert, dated
December 20, 1986
(iii) Lippert Family Irrevocable Trust f/b/o Joshua E. Lippert, dated
December 20, 1986
(iv) Lippert Family Irrevocable Trust f/b/o Jarod B. Lippert, dated
December 20, 1986
(v) Lippert Family Irrevocable Trust f/b/o Jaime R. Lippert, dated
December 20, 1986
(vi) Lippert Family Irrevocable Trust f/b/o Jayde S. Lippert, dated
December 20, 1986
Includes 399,142 shares held by L. Douglas Lippert as Trustee of Trusts (ii)
through (vi) above, over which Mr. Lippert has sole voting and dispositive
power. Mr. Lippert disclaims pecuniary interest in such shares.
(2) Excludes 20,000 shares subject to an option at $9.3125 per share which is
not exercisable within 60 days, and 30,000 shares subject to such option, as to
which such option is presently exercisable.
(3) Includes 30,000 shares subject to an option at $9.3125, which are presently
exercisable, and excludes 20,000 shares subject to such option, as to which such
option is not exercisable within 60 days
-------------------- ------------------
CUSIP No. 26168L 205 13D Page 4 of 20 Pages
-------------------- ------------------
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Jason D. Lippert
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
SC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jason D. Lippert is a citizen of the United States.
________________________________________________________________________________
7 SOLE VOTING POWER
74,545 (1)
_________________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 74,545 (1)
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,145 (2)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26168L 205 13D Page 5 of 20 Pages
ATTACHMENT TO SCHEDULE 13D
(1) Excludes 1,800 shares subject to an option at $12.125 per share, which is
exercisable within 60 days. Excludes 22,000 shares subject to an option at
$8.8125 per share which is exercisable within 60 days as to 13,200 shares
and not exercisable within 60 days as to 8,800 shares. Excludes 28,000
shares subject to an option at $9.10 per share, which is exercisable
within 60 days as to 5,600 shares and not exercisable within 60 days as to
22,400 shares. Excludes 43,810 shares held in Trust for Jason D. Lippert,
as to which L. Douglas Lippert is the Trustee.
(2) Includes 1,800 shares subject to an option at $12.125 per share which is
exercisable within 60 days as to such shares. Includes 13,200 shares
subject to an option at $8.8125 per share which is exercisable within 60
days as to such shares; excludes 8,800 shares subject to such option as to
which such option is not exercisable within 60 days. Includes 5,600 shares
subject to an option at $9.10 per share which is exercisable within 60
days as to such shares; excludes 22,400 shares subject to such option, as
to which such option is not exercisable within 60 days. Excludes 43,810
shares held in Trust for Jason D.Lippert, as to which L. Douglas Lippert
is the Trustee.
-------------------- ------------------
CUSIP No. 26168L 205 13D Page 6 of 20 Pages
-------------------- ------------------
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Joshua E. Lippert
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
SC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Joshua Lippert is a citizen of the United States.
________________________________________________________________________________
7 SOLE VOTING POWER
574 (1)
_________________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 574 (1)
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,174(2)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26168L 205 13D Page 7 of 20 Pages
ATTACHMENT TO SCHEDULE 13D
(1) Excludes 1,800 shares subject to an option at $12.125 per share, which
is exercisable within 60 days as to all such shares. Excludes 20,000
shares subject to an option at $8.8125 per share which is exercisable
within 60 days as to 12,000 shares and not exercisable within 60 days
as to 8,000 shares. Excludes 19,000 shares subject to an option at
$9.10 per share, which is exercisable within 60 days as to 3,800 shares
and not exercisable within 60 days as to 15,200 shares. Excludes 90,851
shares held in Trust for Joshua E. Lippert, as to which L. Douglas
Lippert is the Trustee.
(2) Includes 1,800 shares subject to an option at $12.125 per share which
is exercisable within 60 days as to all such shares. Includes 12,000
shares subject to an option at $8.8125 per share which is exercisable
within 60 days as to such shares; excludes 8,000 shares as to which
such option is not exercisable within 60 days. Includes 3,800 shares
subject to an option at $9.10 per share which is exercisable within 60
days as to such shares; excludes 15,200 shares subject to such option,
as to which such option is not exercisable within 60 days. Excludes
90,851 shares held in Trust for Joshua E. Lippert, as to which L.
Douglas Lippert is the Trustee.
-------------------- ------------------
CUSIP No. 26168L 205 13D Page 8 of 20 Pages
-------------------- ------------------
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Lawrence C. Lippert
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Lawrence C. Lippert is a citizen of the United States.
________________________________________________________________________________
7 SOLE VOTING POWER
No longer a Reporting Person
_________________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON No longer a Reporting Person
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
No longer a Reporting Person
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
N/A
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-------------------- ------------------
CUSIP No. 26168L 205 13D Page 9 of 20 Pages
-------------------- ------------------
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Dorothy F. Lippert
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dorothy F. Lippert is a citizen of the United States.
________________________________________________________________________________
7 SOLE VOTING POWER
No longer a Reporting Person
_________________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON No longer a Reporting Person
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
No longer a Reporting Person
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
N/A
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 26168L 205 13D Page 10 of 20 Pages
ATTACHMENT TO SCHEDULE 13D
The Reporting Persons are filing this single joint Schedule 13D because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Act"),
although membership in a "group" is disclaimed and neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by the
Reporting Persons that a "group" exists. Unless otherwise indicated, all defined
terms used herein shall have the same meaning as those set forth in Schedule
13D.
CUSIP No. 26168L 205 13D Page 11 of 20 Pages
ATTACHMENT TO SCHEDULE 13D
Item 1. Security and Issuer
No Change
CUSIP No. 26168L 205 13D Page 12 of 20 Pages
ATTACHMENT TO SCHEDULE 13D
Item 2. Identity and Background
No change
CUSIP No. 26168L 205 13D Page 13 of 20 Pages
ATTACHMENT TO SCHEDULE 13D
Item 3. Source and Amount of Funds or Other Consideration
No Change
CUSIP No. 26168L 205 13D Page 14 of 20 Pages
ATTACHMENT TO SCHEDULE 13D
Item 4. Purpose of Transaction
No Change
CUSIP No. 26168L 205 13D Page 15 of 20 Pages
ATTACHMENT TO SCHEDULE 13D
Item 5. Interest in Securities of the Issuer
Paragraph (a) of Item 5 is hereby partially amended by substituting the
following information relating to L. Douglas Lippert, Jason D. Lippert, Joshua
E. Lippert, Lawrence C. Lippert, and Dorothy F. Lippert.
Because L. Douglas Lippert has sole voting and dispositive power over
429,142 shares including 399,142 as Trustee of the Trusts, and 30,000 shares
subject to options exercisable within 60 days, the aggregate number of shares of
stock owned beneficially by L. Douglas Lippert pursuant to Rule 13d-3 is
429,142, constituting approximately 4.3% of the Issuer's outstanding shares of
Common Stock.
Because Jason D. Lippert has sole ownership of 95,145 shares, including
20,600 shares pursuant to options exercisable within 60 days, the aggregate
number of shares of stock owned beneficially by Jason D. Lippert pursuant to
Rule 13d-3 is 95,145, constituting approximately 1.0% of the Issuer's
outstanding shares of Common Stock.
Because Joshua E. Lippert has sole ownership of 18,174 shares, including
17,600 shares pursuant to options exercisable within 60 days, the aggregate
number of shares of stock owned beneficially by Joshua E. Lippert pursuant to
Rule 13d-3 is 18,174, constituting approximately 0.2% of the Issuer's
outstanding shares of Common Stock.
Lawrence C. Lippert is no longer included as a Reporting Person in this
Schedule 13D.
Dorothy F. Lippert is no longer included as a Reporting Person in this
Schedule 13D.
Paragraph (b)
See response to Paragraph (a) above.
Paragraph (c)
Paragraph (c) of Item 5 is hereby partially amended by adding at the end
thereof the following:
CUSIP No. 26168L 205 13D Page 16 of 20 Pages
ATTACHMENT TO SCHEDULE 13D
Since the filing of Amendment No. 6 to this schedule 13D, dated March 7,
2002,the following transactions in shares of Common Stock were affected by the
Reporting Persons:
On April 11, 2002, Joshua E. Lippert sold 3,202 shares of Common Stock at
$13.35 per share, in the open market.
On April 23, 2002, Joshua E. Lippert sold 37,400 shares of Common Stock at
$13.45 per share, in the open market.
On July 11, 2002 Joshua E. Lippert sold 7,200 shares of Common Stock at
$16.15 per share, in the open market.
On July 12, 2002, Joshua E. Lipert exercised an option to purchase 7,200
shares of Common Stock, at the exercise price of $12.125 per share.
On September 25, 2002, Jason D. Lippert sold 300 shares of Common Stock at
$15.85 per share, in the open market.
On September 25, 2002, Jason D. Lippert sold 1,700 shares of Common Stock
at $15.70 per share, in the open market.
On September 26, 2002, Jason D. Lippert exercised an option to purchase
2,000 shares of Common Stock at the exercise price of $12.125 per share.
On October 16, 2002, Jason D. Lippert sold 600 shares of Common Stock at
$16.05 per share, in the open market.
On October 16, 2002, Jason D. Lippert sold 4,600 shares of Common Stock at
$16.00 per share, in the open market.
On October 16, 2002, Jason D. Lippert exercised an option to purchase
5,200 shares of Common Stock at the exercise price of $12.125.
On October 30, 2002, The Lippert Family Irrevocable Trust f/b/o Jason D.
Lippert dated December 20, 1986, L. Douglas Lippert, Trustee, transferred 44,977
shares of Common Stock to Jason D. Lippert.
On November 6, 2002, L. Douglas Lippert sold 620,000 shares of Common
Stock at $16.00 per share in an off-the-market transaction.
On November 6, 2002, The Lippert Family Irrevocable Trust f/b/o Jaime R.
Lippert, dated December 20, 1986, L. Douglas Lippert, Trustee, sold 100,000
shares of Common Stock at $16.00 per share in an off-the-market transaction.
On November 6, 2002, the Lippert Family Irrevocable Trust f/b/o Jarod B.
Lippert, dated December 20, 1986, L. Douglas Lippert, Trustee, sold 30,000
shares of Common Stock at $16.00 per share, in an off-the-market transaction.
On November 8, 2002 L. Douglas Lippert transferred 784,315 shares of
Common Stock to L. Douglas Lippert Flite Trust dated December 10, 1999, The
Northern Trust Company as Trustee. The Trustee has sole voting and dispositive
power with respect to such shares.
Paragraph (d)
Not applicable.
Paragraph (e)
Not applicable.
CUSIP No. 26168L 205 13D Page 17 of 20 Pages
ATTACHMENT TO SCHEDULE 13D
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
No Change
CUSIP No. 26168L 205 13D Page 18 of 20 Pages
ATTACHMENT TO SCHEDULE 13D
Item 7. Material to be filed as Exhibits
No change
CUSIP No. 26168L 205 13D Page 19 of 20 Pages
ATTACHMENT TO SCHEDULE 13D
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each such person certifies that the information set
forth in this statement with respect to such person is true, complete and
correct.
Dated: November 13, 2002
/s/ L. Douglas Lippert
----------------------------
L. Douglas Lippert, as Trustee of:
The L. Douglas Lippert Living Trust,
dated June 6, 1989;
The Lippert Family Irrevocable Trust
f/b/o Jason D. Lippert, dated December
20, 1986;
The Lippert Family Irrevocable Trust
f/b/o Joshua E. Lippert, dated December
20, 1986;
The Lippert Family Irrevocable Trust
f/b/o Jarod B. Lippert, dated December
20, 1986;
The Lippert Family Irrevocable Trust
f/b/o Jaime R. Lippert, dated December
20, 1986;
The Lippert Family Irrevocable Trust
f/b/o Jayde S. Lippert, dated December
20, 1986; and
as Attorney-in-fact for:
Jason D. Lippert (1)
Joshua Lippert (2)
----------
(1) The Power of Attorney authorizing L. Douglas Lippert to act on behalf of
such persons is incorporated by reference to Exhibit D of the Schedule 13D
dated October 16, 1997, relating to Common Stock of Drew Industries
Incorported.
(2) The Power of Attorney authorizing L. Douglas Lippert to act on behalf of
such persons is incorporated by reference to Exhibit D-1 of amendment 1 to
the Schedule 13D dated October 16, 1997, relating to Common Stock of Drew
Industries Incorporated.
CUSIP No. 26168L 205 13D Page 20 of 20 Pages
ATTACHMENT TO SCHEDULE 13D
EXHIBIT E
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
and Exchange Act of 1934, as amended, the undersigned agree that the statement
to which this Exhibit is attached is filed on behalf of each of them in the
capacities as set forth herein below.
Dated: November 13, 2002
/s/ L. Douglas Lippert
----------------------------
L. Douglas Lippert, as Trustee of:
The L. Douglas Lippert Living Trust,
dated June 6, 1989;
The Lippert Family Irrevocable Trust
f/b/o Jason D. Lippert, dated December
20, 1986;
The Lippert Family Irrevocable Trust
f/b/o Joshua E. Lippert, dated December
20, 1986;
The Lippert Family Irrevocable Trust
f/b/o Jarod B. Lippert, dated December
20, 1986;
The Lippert Family Irrevocable Trust
f/b/o Jaime R. Lippert, dated December
20, 1986;
The Lippert Family Irrevocable Trust
f/b/o Jade S. Lippert, dated December
20, 1986; and
as Attorney-in-fact for:
Jason D. Lippert (1)
Joshua Lippert (2)
----------
(1) The Power of Attorney authorizing L. Douglas Lippert to act on behalf of
such persons is incorporated by reference to Exhibit D of the Schedule 13D
dated October 16, 1997, relating to Common Stock of Drew Industries
Incorported.
(2) The Power of Attorney authorizing L. Douglas Lippert to act on behalf of
such persons is incorporated by reference to Exhibit D-1 of amendment 1 to
the Schedule 13D dated October 16, 1997, relating to Common Stock of Drew
Industries Incorporated.