AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2001
REGISTRATION NO. 333-69844
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under the Securities Act of 1933
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TOWER AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1746238
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4508 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 342-2310
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------
ANTHONY A. BARONE
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
TOWER AUTOMOTIVE, INC.
5211 CASCADE ROAD, SE SUITE 300
GRAND RAPIDS, MI 49546
(616) 802-1600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Copies of all communications, including communications sent to agent for
service, should be sent to:
DENNIS M. MYERS, ESQ.
KIRKLAND & ELLIS
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 861-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS
3,636,400 Shares
[TOWER AUTOMOTIVE LOGO]
Common Stock
This prospectus relates to 3,636,400 shares of common stock of Tower
Automotive, Inc., which may be sold from time to time by the selling
stockholders named herein, or their transferees, pledgees, donees or successors.
These stockholders acquired shares directly from our company in a private
placement completed on August 30, 2001 at a price of $11.00 per share. We will
not receive any proceeds from the sale of these shares, although we have paid
the expenses of preparing this prospectus and the related registration
statement.
The shares are being registered to permit the selling stockholders to sell
the shares from time to time in the public market. The selling stockholders may
sell this common stock through ordinary brokerage transactions, directly to
market makers of our shares or through any other means described in the section
entitled "Plan of Distribution" beginning on page 9.
------------------------
BEFORE PURCHASING ANY OF THE SHARES COVERED BY THIS PROSPECTUS, CAREFULLY
READ AND CONSIDER THE RISK FACTORS IN THE SECTION ENTITLED "RISK FACTORS"
BEGINNING ON PAGE 2.
------------------------
Our common stock is traded on the New York Stock Exchange under the symbol
"TWR." On November 27, 2001, the last reported sale price of our common stock on
the New York Stock Exchange was $7.84 per share.
Our principal executive offices are located at 4508 IDS Center,
Minneapolis, Minnesota 55402 and our telephone number at that address is (612)
342-2310.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THE SALE OF THE COMMON STOCK OR DETERMINED THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AND COMPLETE. IT IS ILLEGAL FOR ANY
PERSON TO TELL YOU OTHERWISE.
------------------------
The date of this prospectus is , 2001.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT CONTAINED IN, OR INCORPORATED BY REFERENCE IN, THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT. THE COMMON STOCK IS NOT BEING OFFERED IN ANY JURISDICTION
WHERE THE OFFER IS NOT PERMITTED.
TABLE OF CONTENTS
Where You Can Find More Information......................... i
Incorporation of Certain Documents by Reference............. ii
The Company................................................. 1
Risk Factors................................................ 2
Forward-Looking Statements.................................. 5
Use of Proceeds............................................. 5
Description of Capital Stock................................ 5
Selling Stockholders........................................ 8
Plan of Distribution........................................ 9
Legal Matters............................................... 10
Experts..................................................... 10
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith file reports, proxy statements and other information with
the Securities and Exchange Commission. You can inspect and copy these reports,
proxy statements and other information at the Public Reference Room of the SEC,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices
at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You can obtain
copies of these materials from the Public Reference Section of the SEC, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings will also be available to you on the SEC's Web
site. The address of this site is http://www.sec.gov.
We have filed with the SEC a registration statement (which term shall
include all amendments, exhibits and schedules thereto) on Form S-3 under the
Securities Act, with respect to the shares offered hereby. This prospectus does
not contain all the information set forth in the registration statement, certain
parts of which are omitted in accordance with the rules and regulations of the
SEC, and to which reference is hereby made. Statements made in this prospectus
as to the contents of any document referred to are not necessarily complete.
With respect to each such document filed as an exhibit to the registration
statement, reference is made to the exhibit for a more complete description of
the matter involved, and each such statement shall be deemed qualified in its
entirety by such reference. The registration statement may be inspected at the
public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and is available to you on the
SEC's Web site.
i
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference into this prospectus the
information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information we file later with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and any
future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act until the sale of all of the shares of common stock that are
part of this offering. The documents we are incorporating by reference are as
follows:
- our Annual Reports on Form 10-K and Form 10-K/A for the fiscal year ended
December 31, 2000;
- our Quarterly Reports on Form 10-Q and Form 10-Q/A, as applicable, for
the quarters ended March 31, 2001, June 30, 2001 and September 30, 2001;
and
- our Current Reports on Form 8-K dated February 5, 2001, April 11, 2001
(only with respect to Item 7 thereunder), April 19, 2001, September 4,
2001 and September 5, 2001.
Any statement contained in a document incorporated by reference will be
modified or superseded for all purposes to the extent that a statement contained
in this prospectus (or in any other document that is subsequently filed with the
SEC and incorporated by reference) modifies or is contrary to that previous
statement. Any statement so modified or superceded will not be deemed a part of
this prospectus except as so modified or superseded.
You may request a copy of these filing at no cost (other than exhibits
unless such exhibits are specifically incorporated by reference) by writing or
telephoning us at the following address and telephone number:
Tower Automotive, Inc.
4508 IDS Center
Minneapolis, Minnesota 55402
(612) 342-2310
Attention: Investor Relations
ii
THE COMPANY
We are a leading global designer and producer of structural components and
assemblies used by every major automotive original equipment manufacturer, or
"OEM," in the world. Our customers include Ford, DaimlerChrysler, General
Motors, Honda, Toyota, Nissan, Auto Alliance, Fiat, KIA, Hyundai, BMW and
Volkswagen. As of December 31, 2000, we employed more than 16,000 colleagues in
over 70 locations worldwide.
Since our inception in April 1993, our revenues and earnings before
interest, taxes and depreciation and amortization, or EBITDA, have grown rapidly
through a focused strategy of internal growth and a highly disciplined
acquisition program. We have successfully completed 14 acquisitions and
established joint ventures in China, Mexico, Korea, Japan and the United States.
As a result of these acquisitions and internal growth, our revenues and EBITDA
have increased from approximately $165.5 million and $18.4 million in 1994 to
approximately $2.5 billion and $362.2 million in 2000, representing compound
annual growth rates of approximately 58% and 65%, respectively. Our net income
in each of these years was $7.4 million in 1994, $12.1 million in 1995, $20.6
million in 1996, $46.2 million in 1997, $88.0 million in 1998, $117.1 million in
1999 and $13.4 million in 2000. Our North American content per vehicle has
increased from $10.83 in 1994 to $128.88 in 2000.
Our results of operations for the nine months ended September 30, 2001 were
adversely affected by production cuts initiated by several OEMs and continued
new product launch costs. Revenues for the nine months ended September 30, 2001
were $1.8 billion, a 5% decrease, compared with $1.9 billion in the comparable
2000 period. Revenues for the nine months ended September 30, 2001 included
revenues from our Asia operations of $270 million, which were not included in
the same period for 2000. EBITDA for the nine months ended September 30, 2001
was $209.8 million, a 30.1% decrease, compared with $300.3 million for the nine
months ended September 30, 2000. Net income for the nine months ended September
30, 2001 was $28.2 million as compared to net income of $83.4 million for the
nine months ended September 30, 2000.
Based on revenues, we believe we are the largest independent global
supplier of structural components and assemblies to the automotive market. Our
principal products include:
- Lower vehicle structures -- full frames, engine cradles, floor pan
components, cross members and other large stampings;
- Body structures and assemblies -- body pillars, roof rails, side sills,
parcel shelves, intrusion beams and fuel filler assemblies;
- Suspension components, modules and systems -- chassis and suspension
modules, control arms, suspension links, track bars, spring and shock
towers and trailing axles; and
- Class A surfaces and modules -- body sides, pick-up box sides, door
panels and fenders.
Many of our products are critical to the structural integrity of the vehicle.
Increasingly, we are using our products in combination with products
manufactured by other suppliers to produce assemblies and modules consisting of
multiple component parts. As a result of our design, engineering and program
management capabilities, we are able to offer our customers fully integrated
modules and assemblies for substantial portions of a vehicle. We have
strengthened our relationships with OEMs as the ability to deliver complete
assemblies and modules reduces our customers' production and inventory
management costs.
1
RISK FACTORS
Before purchasing any of the shares covered by this prospectus, you should
carefully read and consider the risk factors set forth below. You should be
prepared to accept the occurrence of any and all of the risks associated with
purchasing the shares, including a loss of all of your investment.
RISKS RELATING TO TOWER AND THE AUTOMOTIVE SUPPLY INDUSTRY
THE LOSS OF FORD, DAIMLERCHRYSLER OR GM OR ANY OTHER SIGNIFICANT CUSTOMER COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR EXISTING AND FUTURE REVENUES AND NET
INCOME
Our revenues from Ford, DaimlerChrysler and GM represented approximately
37%, 31% and 5%, respectively, of our revenues in 2000. The contracts we have
entered into with many of our customers, including Ford, DaimlerChrysler and GM,
provide for supplying the customer's requirements for a particular model, rather
than for manufacturing a specific quantity of products. These contracts range
from one year to the life of the model, usually three to seven years, and do not
require the purchase by the customer of any minimum number of parts. Therefore,
the loss of any one of such customers or a significant reduction in demand for
certain key models or a group of related models sold by any of our major
customers could have a material adverse effect on our existing and future
revenues and net income.
OUR GROSS MARGIN AND PROFITABILITY WILL BE ADVERSELY AFFECTED IF WE ARE UNABLE
TO REDUCE COSTS
There is substantial continuing pressure from the major OEMs to reduce
costs, including the cost of products purchased from outside suppliers such as
us. In addition, our profitability is dependent, in part, on our ability to
spread fixed production costs over increasing product sales. If we are unable to
generate sufficient production cost savings in the future to offset price
reductions and any reduction in consumer demand for automobiles resulting in
decreased sales, our gross margin and profitability would be adversely affected.
CYCLICALITY AND SEASONALITY IN THE AUTOMOTIVE MARKET COULD ADVERSELY AFFECT OUR
REVENUES AND NET INCOME
The automotive market is highly cyclical and is dependent on consumer
spending. Economic factors adversely affecting automotive production and
consumer spending could adversely impact our revenues and net income. For
example, recent production cuts announced by Ford, DaimlerChrysler and GM have
adversely affected our revenues and net income. As a result we have reported
lower operating results in the first nine months of 2001 as compared to the same
period for 2000. Moreover, the terrorist attacks that took place on September
11, 2001 could result in further automotive production cuts as a result of
reduced consumer spending. For example, in the wake of such attacks, Ford
announced on September 14, 2001 that it would significantly cut automobile
production for the third quarter of 2001 and warned that its earnings would be
weaker than previously forecast. In the event Ford and the other OEMs cut
production as a result of reduced consumer spending levels, our revenues and net
income could be adversely affected.
Our business is somewhat seasonal. We typically experience decreased
revenue and operating income during the third calendar quarter of each year due
to the impact of scheduled OEM plant shutdowns in July and August for vacations
and new model changeovers.
WE ARE SUBJECT TO CERTAIN RISKS ASSOCIATED WITH OUR FOREIGN OPERATIONS THAT
COULD HARM OUR REVENUES AND PROFITABILITY
We have significant international operations, specifically in Europe, Asia
and South America. Certain risks are inherent in international operations,
including:
- we may have difficulty enforcing agreements and collecting receivables
through certain foreign legal systems;
- foreign customers may have longer payment cycles than customers in the
United States;
2
- tax rates in certain foreign countries may exceed those in the United
States, and foreign earnings may be subject to withholding requirements
or the imposition of tariffs, exchange controls or other restrictions;
- general economic and political conditions in countries where we operate
may have an adverse effect on our operations in those countries;
- we may find it difficult to manage a large organization spread throughout
various countries; and
- we may find it difficult to comply with foreign laws and regulations.
As we continue to expand our business globally, our success will depend, in
part, on our ability to anticipate and effectively manage these and other risks.
The occurrence of any of the foregoing risks could have a significant effect on
our international operations and, as a result, our revenues and profitability.
CURRENCY EXCHANGE RATE FLUCTUATIONS COULD HAVE AN ADVERSE EFFECT ON OUR REVENUES
AND FINANCIAL RESULTS
We generate a significant portion of our revenues and incur a significant
portion of our expenses in currencies other than U.S. dollars. To the extent
that we are unable to match revenues received in foreign currencies with costs
paid in the same currency, exchange rate fluctuations in any such currency could
have an adverse effect on our revenues and financial results. For example, the
weakening of European currencies in relation to the U.S. dollar had a negative
impact on our revenues in 2000 and the first half of 2001.
OUR BUSINESS MAY BE DISRUPTED SIGNIFICANTLY BY WORK STOPPAGES AND OTHER LABOR
MATTERS
Many OEMs and their suppliers have unionized work forces. Work stoppages or
slow-downs experienced by OEMs or their suppliers could result in slow-downs or
closures of assembly plants where our products are included in assembled
vehicles. For example, strikes by the United Auto Workers led to the shutdown of
most of GM's North American assembly plants in June and July of 1998. We
estimate that this work stoppage at GM's facilities had an unfavorable impact of
approximately $24.7 million on our 1998 revenues. In the event that one or more
of our customers experiences a material work stoppage, such a work stoppage
could have a material adverse effect on our business.
In addition, approximately 6,200 of our employees are unionized
(representing approximately 39% of our hourly employees as of December 31,
2000). We may encounter strikes, further unionization efforts or other types of
conflicts with labor unions or our employees, any of which could have an adverse
effect on our ability to produce our structural components and assemblies or may
limit our flexibility in dealing with our workforce.
OUR OPERATING RESULTS MAY BE ADVERSELY AFFECTED BY THE IMPACT OF ENVIRONMENTAL
AND SAFETY REGULATIONS TO WHICH WE ARE SUBJECT
We are subject to the requirements of federal, state, local and foreign
environmental and occupational health and safety laws and regulations. We may
not be in complete compliance with all such requirements at all times. If a
release of hazardous substances occurs on or from one of our properties or any
associated offsite disposal location, or if contamination is discovered at any
of our current or former properties, we may be held liable, and the amount of
such liability could be material.
OUR INABILITY TO COMPETE EFFECTIVELY IN THE HIGHLY COMPETITIVE AUTOMOTIVE SUPPLY
INDUSTRY COULD RESULT IN THE LOSS OF CUSTOMERS, WHICH COULD HAVE AN ADVERSE
EFFECT ON OUR REVENUES AND OPERATING RESULTS
The automotive component supply industry is highly competitive. Some of our
competitors are companies, or divisions or subsidiaries of companies, that are
larger and have greater financial and other resources than we do. In addition,
with respect to certain of our products, we compete with divisions of our OEM
customers. Our products may not be able to compete successfully with the
products of these other companies, which could result in the loss of customers
and, as a result, decreased revenues and profitability. In addition, our
competitive position in the automotive component supply industry could be
adversely affected in
3
the event that we are unsuccessful in making strategic acquisitions or
establishing joint ventures that will enable us to expand our global presence.
We principally compete for new business both at the beginning of the
development of new models and upon the redesign of existing models by our major
customers. New model development generally begins two to five years prior to the
marketing of such models to the public. The failure to obtain new business on
new models or to retain or increase business on redesigned existing models could
adversely affect our business and financial results. In addition, as a result of
the relatively long lead times required for many of our complex structural
components, it may be difficult in the short-term for us to obtain new sales to
replace any unexpected decline in the sale of existing products. We may incur
significant expense in preparing to meet anticipated customer requirements which
may not be recovered.
RISKS RELATED TO OUR COMMON STOCK
SHARES ELIGIBLE FOR FUTURE SALE MAY CAUSE THE MARKET PRICE FOR OUR COMMON STOCK
TO DROP SIGNIFICANTLY, EVEN IF OUR BUSINESS IS DOING WELL
We cannot predict the effect, if any, that future sales of our common stock
or the availability of shares for future sale will have on the market price of
our common stock from time to time. As of September 30, 2001, we had outstanding
48,037,968 shares of our common stock. Of these shares, all but 477,972 shares
are either freely tradable in the public market, unless acquired by our
affiliates, or are "restricted securities" as that term is defined in Rule 144
under the Securities Act and eligible for immediate sale in the public market
pursuant to Rule 144, subject to certain volume and manner of sale limitations.
As of September 30, 2001, options to purchase an aggregate of 4,981,520 shares
of our common stock were outstanding under our stock option plans. Other shares
of our common stock issued in the future may become available for resale in the
public market from time to time, and the market price of shares of our common
stock could drop significantly if the holders of these shares sell them or are
perceived by the market as intending to sell them.
4
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that are subject to
risks and uncertainties. You should not place undue reliance on those statements
because they only speak as of the date of this prospectus. Forward-looking
statements include information concerning our possible or assumed future results
of operations, including descriptions of our business strategy. These statements
often include words such as "believe," "expect," "anticipate," "intend," "plan,"
"estimate," or similar expressions. These statements are based on assumptions
that we have made in light of our experience in the industry as well as our
perceptions of historical trends, current conditions, expected future
developments and other factors we believe are appropriate under the
circumstances. As you read and consider this prospectus, you should understand
that these statements are not guarantees of performance or results. They involve
risks, uncertainties and assumptions. Although we believe that these
forward-looking statements are based on reasonable assumptions, you should be
aware that many factors could affect our actual financial results or results of
operations and could cause actual results to differ materially from those in the
forward-looking statements. These factors include:
- general economic or business conditions affecting the automotive industry
(which is dependent on consumer spending), either nationally or
regionally, being less favorable than expected;
- our failure to develop or successfully introduce new products;
- increased competition in the automotive components supply market;
- unforeseen problems associated with international sales, including gains
and losses from foreign currency exchange;
- implementation of or changes in the laws, regulations or policies
governing the automotive industry that could negatively affect the
automotive components supply industry;
- changes in general economic conditions in the United States and Europe;
and
- various other factors beyond our control.
All future written and oral forward-looking statements by us or persons
acting on our behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to above. Except for our ongoing obligations to
disclose material information as required by the federal securities laws, we do
not have any obligation or intention to release publicly any revisions to any
forward-looking statements to reflect events or circumstances in the future or
to reflect the occurrence of unanticipated events. YOU SHOULD ALSO READ
CAREFULLY THE FACTORS DESCRIBED IN THE "RISK FACTORS" SECTION OF THIS
PROSPECTUS.
USE OF PROCEEDS
The selling stockholders will receive all of the proceeds from the sale of
the common stock offered hereby. We used the net proceeds from the August 30,
2001 private placement to repay approximately $37.6 million of outstanding
indebtedness under our revolving credit facility. Our revolving credit facility
matures in July 2006 and, for the nine months ended September 30, 2001, had a
weighted average interest rate of 7.25%.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Tower Automotive consists of 200,000,000
shares of common stock, $0.01 par value per share, of which 48,037,968 shares
were issued and outstanding as of September 30, 2001 and 5,000,000 shares of
preferred stock, $1.00 par value per share, of which no shares are issued or
outstanding. The following description of our capital stock and certain
provisions of our amended and restated certificate of incorporation and by-laws
is a summary of all material terms of our capital stock and is qualified in its
entirety by the provisions of the amended and restated certificate of
incorporation and by-laws, copies of which have been filed with the SEC and are
available for inspection. See "Where You Can Find More Information."
5
COMMON STOCK
Holders of our common stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders, including the election of
directors. Accordingly, holders of a majority of the shares of common stock
entitled to vote in any election of directors may elect all of the directors
standing for election if they choose to do so. The amended and restated
certificate of incorporation does not provide for cumulative voting for the
election of directors. Holders of common stock will be entitled to receive
ratably such dividends, if any, as may be declared from time to time by our
board of directors out of funds legally available therefor, and will be entitled
to receive, pro rata, all assets of Tower Automotive available for distribution
to such holders upon liquidation. Holders of common stock have no preemptive,
subscription or redemption rights. All outstanding shares of our common stock,
including the shares offered hereby, are fully paid and nonassessable. As of
September 30, 2001, the common stock was held of record by 2,884 stockholders.
As of September 30, 2001, we had reserved for issuance (i) 7,200,000 shares
of common stock under our stock option plans and employee stock discount
purchase plans, of which options to purchase 4,981,520 shares were outstanding;
(ii) 205,968 shares issuable upon the exercise of options issued in connection
with the acquisition of Edgewood Tool and Manufacturing Company and its
affiliate, Ann Arbor Assembly Corporation, which we collectively refer to as
"Edgewood"; (iii) 15,926 shares issuable upon the conversion of notes issued in
connection with the acquisition of Edgewood; (iv) 8,424,900 shares issuable upon
conversion of our 6 3/4% Trust Convertible Preferred Securities; and (v)
7,729,469 shares issuable upon conversion of our 5% Convertible Subordinated
Notes due 2004.
PREFERRED STOCK
Pursuant to the amended and restated certificate of incorporation, we are
authorized to issue "blank check" preferred stock, which may be issued from time
to time in one or more series upon authorization by our board of directors. The
board of directors, without further approval of the stockholders, is authorized
to fix the dividend rights and terms, conversion rights, voting rights,
redemption rights and terms, liquidation preferences, and any other rights,
preferences, privileges and restrictions applicable to each series of the
preferred stock. The issuance of preferred stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes could, among
other things, adversely affect the voting power of the holders of common stock
and, under certain circumstances, make it more difficult for a third party to
gain control of us, discourage bids for our common stock at a premium or
otherwise adversely affect the market price of the common stock.
SECTION 203 OF DELAWARE GENERAL CORPORATION LAW
We are subject to the "business combination" statute of the Delaware
General Corporation Law. In general, such statute prohibits a publicly held
Delaware corporation from engaging in various "business combination"
transactions with any "interested stockholder" for a period of three years after
the date of the transaction in which the person became an "interested
stockholder," unless:
- the transaction is approved by the board of directors prior to the date
the interested stockholder obtained such status,
- upon consummation of the transaction which resulted in the stockholder
becoming an "interested stockholder," the "interested stockholder" owned
at least 85% of the voting stock of the corporation outstanding at the
time the transaction commended, excluding specified shares, or
- on or subsequent to such date the "business combination" is approved by
the board of directors and authorized at an annual or special meeting of
the stockholders by the affirmative vote of at least 66 2/3% of the
outstanding voting stock which is not owned by the "interested
stockholder."
A "business combination" includes mergers, asset sales and other
transactions resulting in financial benefit to a stockholder. An "interested
stockholder" is a person who, together with affiliates and associates,
6
owns (or within three years, did own) 15% or more of a corporation's voting
stock. The statute could prohibit or delay mergers or other takeover or change
in control attempts with respect to us and, accordingly, may discourage attempts
to acquire us.
TRANSFER AGENT
First Chicago Trust Company is the transfer agent for our common stock.
7
SELLING STOCKHOLDERS
We are registering all 3,636,400 shares covered by this prospectus on
behalf of the selling stockholders named in the table below (including their
donees, pledgees, distributees, transferees or other successors-in-interest who
receive any of the shares covered by this prospectus). We issued all of these
shares of common stock to the selling stockholders in a private placement
transaction that was exempt from the registration requirements of the Securities
Act of 1933, as amended. We are registering the shares in order to permit the
selling stockholders to offer these shares for resale from time to time. The
selling stockholders may sell all, some or none of the shares covered by this
prospectus. All information with respect to beneficial ownership has been
furnished to Tower by the respective selling stockholders. For more information,
see "Plan of Distribution." None of the selling stockholders has had any
material relationship with us within the past three years other than as a result
of the ownership of shares of common stock of Tower Automotive.
The table below lists the selling stockholders and the other information
regarding the ownership of the common stock by each of the selling stockholders.
NUMBER OF
SHARES NUMBER OF SHARES OWNED AFTER
OWNED SHARES OFFERING (1)
PRIOR TO THIS BEING OFFERED -------------------------
SELLING STOCKHOLDER OFFERING HEREBY NUMBER PERCENTAGE (2)
------------------- ------------- ------------- ------ --------------
Hartford Capital Appreciation Fund............. 2,429,045 2,429,045 0 *
The Hartford U.S. Capital Appreciation Fund.... 20,500 20,500 0 *
WTC-CIF Specialty Growth Equity Portfolio...... 5,000 5,000 0 *
LKCM Small Cap Equity Fund..................... 185,000 75,000 110,000 *
Combined Master Retirement Trust -- Luther King
Capital Management........................... 35,000 15,000 20,000 *
Heartland Group Inc. fbo Heartland Value
Fund......................................... 1,000,000 500,000 500,000 *
Broadview Advisors, LLC........................ 296,800 46,400 250,400 *
Putnam Variable Trust -- Putnam VT Small Cap
Value Fund................................... 506,200 70,800 435,400 *
Putnam Investment Funds -- Putnam Small Cap
Value Fund................................... 363,900 229,200 134,700 *
Deephaven Private Placement Trading Ltd........ 245,455 245,455 0 *
-------------------------
* Less than 1.0%.
(1) Assumes that the selling stockholders dispose of all of the shares of common
stock covered by this prospectus and do not acquire or dispose of any
additional shares of common stock. However, the selling stockholders are not
representing that any of the shares covered by this prospectus will be
offered for sale, and the selling stockholders reserve the right to accept
or reject, in whole or in part, any proposed sale of shares.
(2) The percentage of common stock beneficially owned is based on the shares of
common stock outstanding on September 13, 2001.
Each of Heartland Value Fund, a series of Heartland Group, Inc., Putnam
Investment Management, LLC and Deephaven Private Placement Trading, Ltd. are
affiliated with a broker or dealer registered under Section 15(a) of the
Exchange Act. As such, they are "underwriters" within the meaning of the
Securities Act of the offering of shares being registered hereby. For more
information, see "Plan of Distribution."
The prospectus also covers any additional shares of common stock that
become issuable in connection with the shares being registered by reason of any
stock dividend, stock split or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of our common stock.
8
PLAN OF DISTRIBUTION
The selling stockholders (including, subject to applicable law, their
pledgees, donees, distributees, transferees or successors-in-interest who
receive any shares covered by this prospectus) are offering shares of our common
stock that they acquired from us in a private placement transaction. This
prospectus covers the selling stockholders' resale of up to 3,636,400 shares of
our common stock.
In connection with our sale to the selling stockholders of the common
stock, we agreed to file a registration statement with the SEC. This
registration statement covers the resale of the common stock from time to time
as indicated in this prospectus. This prospectus forms a part of that
registration statement. We have also agreed to prepare and file any amendments
and supplements to the registration statement as may be necessary to keep it
effective for a period not to exceed two years and to indemnify and hold the
selling stockholders harmless against certain liabilities under the Securities
Act that could arise in connection with the selling stockholders' sale of the
shares covered by this prospectus. We have agreed to pay all reasonable fees and
expenses incident to the filing of the registration statement, but the selling
stockholders will pay any brokerage commissions, discounts or other expenses
relating to the sale of the common stock.
The selling stockholders may sell the shares of common stock described in
this prospectus directly to purchasers or to or through broker-dealers, which
may act as agents or principals. Such broker-dealers may receive compensation in
the form of discounts, concessions, or commissions from the selling stockholders
and/or the purchasers of shares of common stock for whom such broker-dealers may
act as agents or to whom they sell as principal, or both (which compensation as
to a particular broker-dealer might be in excess of customary commissions). The
selling stockholders may also transfer, devise or gift these shares by other
means not described in this prospectus. As a result, pledgees, donees,
transferees or other successors-in-interest that receive such shares as a gift,
partnership distribution or other transfer may offer shares of the common stock
covered by this prospectus. In addition, if any shares covered by this
prospectus qualify for sale pursuant to Rule 144 under the Securities Act, the
selling stockholders may sell such shares under Rule 144 rather than pursuant to
this prospectus.
The selling stockholders may sell shares of common stock from time to time
in one or more transactions:
- at fixed prices that may be changed;
- at market prices prevailing at the time of sale;
- at prices related to such prevailing market prices; or
- at negotiated prices.
The selling stockholders may offer their shares of common stock in one or
more of the following transactions (which may include block trades and crosses):
- on any national securities exchange or quotation service on which the
common stock may be listed or quoted at the time of sale, including the
New York Stock Exchange;
- in the over-the-counter market;
- in privately negotiated transactions;
- through put or call options;
- by pledge to secure debts and other obligations;
- by a combination of the above methods of sale; or
- to cover short sales.
In effecting sales, brokers or dealers engaged by the selling stockholders
may arrange for other brokers or dealers to participate in the resales. The
selling stockholders may enter into hedging transactions with broker-dealers or
other financial institutions, and in connection with those transactions,
broker-dealers or other financial institutions may engage in short sales of the
shares. The selling stockholders also may sell shares
9
short and deliver the shares to close out such short positions; provided that
the short sale is made after the registration statement has been declared
effective and a copy of this prospectus is delivered in connection with the
short sale. The selling stockholders also may enter into option or other
transactions with broker-dealers or other financial institutions that require
the delivery to the broker-dealer or other financial institution of the shares,
which the broker-dealer or other financial institution may resell pursuant to
this prospectus. The selling stockholders also may loan or pledge the shares to
a broker, dealer or other financial institution, and upon a default, the broker,
dealer or other financial institution may effect sales of the loaned or pledged
shares pursuant to this prospectus.
Because they are affiliated with broker-dealers registered under Section
15(a) of the Exchange Act, each of Heartland Value fund, a series of Heartland
Group, Inc., Putnam Investment Management, LLC and Deephaven Private Placement
Trading, Ltd. are "underwriters" within the meaning of the Securities Act. In
addition, the other selling stockholders and any underwriters, broker-dealers or
agents that participate in the distribution of the shares of common stock may be
"underwriters" within the meaning of the Securities Act. As underwriters, any
profits on the resale of the shares of common stock and any compensation to be
received by an underwriter, broker-dealer or agent would be deemed underwriting
discounts and commissions under the Securities Act. Each selling stockholder has
represented to us it purchased the common stock in the ordinary course of its
business, and at the time the selling stockholder purchased the common stock, it
was not a party to any agreement or other understanding to distribute the
securities, directly or indirectly.
Selling stockholders that are underwriters will be subject to the
prospectus delivery requirements of the Securities Act. Those requirements may
be satisfied through the facilities of the New York Stock Exchange pursuant to
Rule 153 under the Securities Act with respect to sales effected on such
exchange. We will deliver a copy of this prospectus to the NYSE for such
purpose.
To our knowledge, the selling stockholders have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of the shares, nor is there an underwriter or
coordinating broker acting in connection with the proposed sale of shares by the
selling stockholders.
Upon our being notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker-dealer, a supplement to this prospectus
will be filed, if required, under Rule 424(b) under the Securities Act,
disclosing relevant information regarding such arrangement. A supplement to this
prospectus will also be filed upon our being notified by a selling stockholder
that a donee, pledgee, transferee or other successor-in-interest intends to sell
more than 500 shares.
Under the Exchange Act, any person engaged in the distribution of the
shares of common stock may not simultaneously engage in market-making activities
with respect to the common stock for five business days prior to the start of
the distribution. In addition, each selling and any other person participating
in a distribution will be subject to the Exchange Act, which may limit the
timing of purchases and sales of common stock by the selling stockholders or any
such other person.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed on
for Tower Automotive, Inc. by Kirkland & Ellis (a partnership that includes
professional corporations), Chicago, Illinois.
EXPERTS
The financial statements of Tower Automotive, Inc. incorporated by
reference in this registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein by reference in reliance upon the authority
of said firm as experts in giving said report.
10
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3,636,400 SHARES
TOWER AUTOMOTIVE, INC.
[TOWER AUTOMOTIVE LOGO]
COMMON STOCK
November , 2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a statement of expenses, to be paid solely by Tower
Automotive, Inc., of the issuance and distribution of the securities being
registered hereby. All amounts are estimated except the SEC registration fee and
the New York Stock Exchange listing fee:
Securities and Exchange Commission registration fee......... $ 7,532
New York Stock Exchange listing fee......................... 22,150
Blue Sky fees and expenses (including attorneys' fees and
expenses)................................................. --
Printing expenses........................................... 2,000
Accounting fees and expenses................................ 10,000
Legal fees and expenses..................................... 100,000
Miscellaneous expenses...................................... 1,318
--------
Total................................................ $143,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
GENERAL CORPORATION LAW
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Statute") provides that a Delaware corporation may indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), other than an action by or in
the right of such corporation, by reason of the fact that such person is or was
an officer, director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise (an "indemnified capacity"). The
indemnity may include expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal.
Similar provisions apply to actions brought by or in the right of the
corporation, except that no indemnification shall be made without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director has actually and reasonably
incurred. Section 145 of the Delaware Statute further authorizes a corporation
to purchase and maintain insurance on behalf of any indemnified person against
any liability asserted against him and incurred by him in any indemnified
capacity, or arising out of his status as such, regardless of whether the
corporation would otherwise have the power to indemnify him under the Delaware
Statute.
The certificate of incorporation of Tower Automotive, Inc. ("Issuer")
provides that each person who was or is made a party or is threatened to be made
a party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director or officer of Issuer or is or was serving at the
request of Issuer as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by Issuer to
the fullest extent authorized by the Delaware Statute, as the same exists or may
thereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits Issuer to provide broader indemnification
rights than permitted prior thereto), against all expense, liability and loss
(including attorney's fees, judgments, fines,
II-1
ERISA excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that except
as otherwise provided in certificate of incorporation, with respect to
proceedings to enforce rights to indemnification, the Issuer shall indemnify any
such indemnitee in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding (or part thereof) was authorized by the
board of directors of Issuer. The right to indemnification conferred in the
certificate of incorporation is a contract right and includes the right to be
paid by Issuer the expenses incurred in defending any such proceeding in advance
of its final disposition; provided, however, that, if the Delaware Statute
requires, an advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to Issuer
of an undertaking, by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such indemnitee is not entitled
to be indemnified for such expenses. If a claim under the certificate of
incorporation is not paid in full by Issuer within sixty days after a written
claim has been received by Issuer, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
days, the indemnitee may at any time thereafter bring suit against Issuer to
recover the unpaid amount of the claim.
The certificates of incorporation of the Issuer provides that, to the
fullest extent permitted by the Delaware Statute, no director of the corporation
shall be liable to the corporation or its stockholders for monetary damages for
a breach of fiduciary duty as a director.
ITEM 16. EXHIBITS.
The attached Exhibit Index is incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
II-2
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on November 28,
2001.
TOWER AUTOMOTIVE, INC.
By: /s/ DANIEL H. WEBBER
------------------------------------
Daniel H. Webber
Vice President
-------------------------
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement on Form S-3 and Power of Attorney have been
signed by the following persons in the capacities and on the dates indicated:
SIGNATURES CAPACITY DATES
---------- -------- -----
* Chairman and Director November 28, 2001
-----------------------------------
S.A. Johnson
* President, Chief Executive Officer November 28, 2001
----------------------------------- (Principal Executive Officer) and
Dugald K. Campbell Director
* Director November 28, 2001
-----------------------------------
James R. Lozelle
* Vice President, Corporate November 28, 2001
----------------------------------- Development and Director
Scott D. Rued
* Director November 28, 2001
-----------------------------------
F.J. Loughrey
* Director November 28, 2001
-----------------------------------
Enrique Zambrano
* Director November 28, 2001
-----------------------------------
Jurgen M. Geissinger
* Director November 28, 2001
-----------------------------------
Ali Jenab
* Director November 28, 2001
-----------------------------------
Georgia Nelson
* Vice President and Chief Financial November 28, 2001
----------------------------------- Officer (Principal Accounting
Anthony A. Barone Officer)
* The undersigned, by signing his name hereto, does execute this Amendment No. 2
to Registration Statement on Form S-3 on behalf of the above-named officers
and/or directors of the registrant pursuant to the Power of Attorney executed
by such officers and/or directors on the signature pages to the Registration
Statement previously filed on September 21, 2001.
/s/ DANIEL H. WEBBER
-------------------------------------------
Daniel H. Webber
Attorney-in-fact
II-4
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
3.1 Amended and Restated Certificate of Incorporation of Tower
Automotive, Inc., as Amended by the Certificate of Amendment
to Certificate of Incorporation, dated June 2, 1997. (1)
3.2 Amended and Restated By-laws of Tower Automotive, Inc.(2)
4.1 Form of Common Stock Certificate.(3)
*4.2 Securities Purchase Agreement, Dated as of August 29, 2001,
by and between Tower Automotive, Inc. and the Investors
party thereto.
*4.3 Registration Rights Agreement, Dated as of August 29, 2001,
by and between Tower Automotive, Inc. and the Investors
party thereto.
*5.1 Opinion of Kirkland & Ellis.
23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Kirkland & Ellis (Included in Exhibit 5.1).
*24.1 Powers of Attorney (Included in Part II to the Registration
Statement previously filed).
-------------------------
* Previously filed.
(1) Incorporated by reference to exhibit 4.2 of the registrant's Registration
Statement on Form S-3 (Registration No. 333-38827).
(2) Incorporated by reference to exhibit 3.2 of the registrant's Registration
Statement on Form S-1 (Registration No. 33-80320).
(3) Incorporated by reference to exhibit 4.1 of the registrant's Registration
Statement on Form S-3 (Registration No. 333-38827).
II-5