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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
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Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended: Commission file number:
DECEMBER 31, 2000 1-12733
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TOWER AUTOMOTIVE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 41-1746238
(State of Incorporation) (I.R.S. Employer Identification No.)
4508 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (612) 342-2310
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Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
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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
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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 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. [ ]
As of March 21, 2001, 43,605,157 shares of Common Stock of the
Registrant were outstanding and the aggregate market value of the Common Stock
of the Registrant (based upon the last reported sale price of the Common Stock
at that date by the New York Stock Exchange), excluding shares owned
beneficially by affiliates, was approximately $423,561,000.
Information required by Items 10, 11, 12 and 13 of Part III of this Annual
Report on Form 10-K incorporates by reference information (to the extent
specific sections are referred to herein) from the Registrant's Proxy Statement
for its annual meeting to be held May 24, 2001 (the "2001 Proxy Statement").
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EXPLANATORY NOTE:
Tower Automotive, Inc. (the "Company") is filing this Amendment No. 1
on Form 10-K/A in response to comments received from the Securities and Exchange
Commission (the "SEC") regarding the Company's Form 10-K for the fiscal year
ended December 31, 2000 that was originally filed on March 30, 2001 (the
"Original Filing"). As requested by the SEC, the Company is including as an
exhibit the preferability letter issued by the Company's auditors on November
26, 2001. This report continues to speak as of the date of the Original Filing,
and the Company has not updated the disclosure in this report to speak to any
later date. While this report primarily relates to the historical period
covered, events may have taken place since the date of the Original Filing that
might have been reflected in this report if they had taken place prior to the
Original Filing. All information contained in this amendment and the Original
Filing is subject to updating and supplementing as provided in the Company's
periodic reports filed with the SEC.
The Original Filing is hereby amended as follows:
The letter regarding the preferability of change in accounting
principle issued by the Company's auditors on November 26, 2001 is attached
hereto and filed herewith as Exhibit 18.1.
[SIGNATURE ON NEXT PAGE]
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SIGNATURE
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: November 28, 2001 Tower Automotive, Inc.
By: /s/ Anthony A. Barone
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Anthony A. Barone
Vice President, Chief Financial Officer
(Principal Accounting and Financial Officer)
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TOWER AUTOMOTIVE, INC.
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
Page Number in
Sequential
Numbering
of all Form 10-K
Exhibit and Exhibit Pages
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3.1 Amended and Restated Certificate of Incorporation of the Registrant, as *
amended by the Certificate of Amendment to Certificate of Incorporated,
dated June 2, 1997, incorporated by reference to the Registrant's Form
S-3 Registration Statement (Registration No. 333-38827), filed under the
Securities Act of 1933 (the "S-3").
3.2 Amended and Restated By-laws of the Registrant, incorporated by *
reference to Exhibit 3.2 of the Company's Form S-1 Registration
Statement (Registration No. 33-80320) (the "S-1").
4.1 Form of Common Stock Certificate, incorporated by reference to Exhibit *
4.1 of the S-1.
4.2 Euro Indenture, dated July 25, 2000, by and among R.J. Tower *
Corporation, certain of its affiliates and United States Trust Company
of New York, as trustee (including the form of notes), incorporated by
reference to Exhibit 4.1 of the Registrant's Form S-4 Registration
Statement (Reg. No. 333-45528), as filed with the SEC on
December 21, 2000 (the "S-4")
4.3 Exchange and Registration Rights Agreement, dated July 25, 2000, by and *
among R.J. Tower Corporation, certain of its affiliates and Chase
Manhattan International Limited, Bank of American International Limited,
ABN AMRO Incorporated, Donaldson, Lufkin & Jennrette International,
First Chicago Limited and Scotia Capital (USA) Inc. (collectively, the
"Initial Purchasers"), incorporated by reference to Exhibit 4.2 of the
S-4.
4.4 Deposit Agreement, dated July 25, 2000, among R.J. Tower Corporation, *
Deutsche Bank Luxembourg S.A., and the Trustee, incorporated by
reference to Exhibit 4.3 of the S-4.
4.5 Indenture, dated as of July 28, 1997, by and between the Registrant *
and Bank of New York, as trustee (including form of 5% Convertible
Subordinated Note due 2004) incorporated by reference to Exhibit 4.5 of
the S-3.
10.1 Registration Agreement dated as of April 15, 1993 between the Registrant *
and certain investors; and First Amendment to Registration Agreement
dated as of May 4, 1994 by and among the Registrant and certain
investors, incorporated by reference to Exhibit 10.4 of the S-1.
10.2 Form of Convertible Promissory Note dated as of May 4, 1994 of the *
Registrant, incorporated by reference to Exhibit 10.12 of the S-1.
10.3** Stock Option Agreement dated May 4, 1994 by and between the Registrant *
and James R. Lozelle incorporated by reference to Exhibit 10.14 of the
S-1.
10.4** 1994 Key Employee Stock Option Plan, incorporated by reference to *
Exhibit 10.18 of the S-1.
10.5 Registration Rights and Voting Agreement dated as of May 31, 1996, *
between Tower Automotive, Inc. and MascoTech, Inc., incorporated by
reference to Exhibit 4.17 of the May 8-K.
10.6** Tower Automotive, Inc. Independent Director Stock Option Plan, *
incorporated by reference to Exhibit 4.3 of the Registrant's Form S-8
dated December 5, 1996, filed under the Securities Act of 1933.
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10.7 Joint Venture Agreement by and among Promotora de Empresas Zano, S.A. de *
C.V., Metalsa, S.A. de C.V. and R.J. Tower Corporation dated as of
September 26, 1997, incorporated by reference to Exhibit 2.1 of the
Registrant's Form 8-K dated October 23, 1997, filed under the Securities
Exchange Act of 1934.
10.8 Certificate of Trust of Tower Automotive Capital Trust, incorporated by *
reference to Exhibit 4.1 of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1998, filed under the
Securities Exchange Act of 1934.
10.9 Amended and Restated Declaration of Trust of Tower Automotive Capital *
Trust, dated June 9, 1998, incorporated by reference to Exhibit 4.2 of
the Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1998, filed under the Securities Exchange Act of 1934.
10.10 Junior Convertible Subordinated Indenture for the 6 3/4% Convertible *
Subordinated Debentures, between Tower Automotive, Inc. and the First
National Bank of Chicago, as Subordinated Debt Trustee, dated as of June
9, 1998, incorporated by reference to Exhibit 4.3 of the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1998, filed under the Securities Exchange Act of 1934.
10.11 Form of 6 3/4% Preferred Securities, incorporated by reference to *
Exhibit 4.4 of the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1998, filed under the Securities
Exchange Act of 1934.
10.12 Form of 6 3/4% Junior Convertible Subordinated Debentures, incorporated *
by reference to Exhibit 4.5 of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1998, filed under the
Securities Exchange Act of 1934.
10.13 Guarantee Agreement, dated as of June 9, 1998, between Tower Automotive, *
Inc., as Guarantor, and the First National Bank of Chicago, as Guarantee
Trustee, incorporated by reference to Exhibit 4.6 of the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1998, filed under the Securities Exchange Act of 1934.
10.14 Amended and Restated Credit Agreement among R.J. Tower Corporation, *
Tower Italia, S.r.L., Bank of America National Trust and Savings
Association, as agent, and the other financial institutions named
therein, dated August 23, 1999, incorporated by reference to Exhibit
10.43 of the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, filed under the Securities Exchange
Act of 1934.
10.15 Asset Purchase Agreement, dated October 2, 2000, between *
Metalsa-Roanoke, Inc. and Tower Automotive Products Company, Inc.,
incorporated by reference to Exhibit 2.1 of the S-4.
10.16 Purchase Agreement, dated July 19, 2000, among R.J. Tower Corporation *
("Issuer"), Tower Automotive, Inc. ("Parent"), those subsidiaries of the
Issuer named therein (the "Subsidiary Guarantors", and together with
Parent, the "Guarantors") and the Initial Purchasers, incorporated by
reference to Exhibit 1.1 of the S-4.
10.17** Tower Automotive, Inc. Long-Term Incentive Plan, incorporated by *
reference to Appendix A to Parent's Proxy Statement, dated April 12,
1999.
10.18** Tower Automotive, Inc. Director Deferred Stock Purchase Plan, *
incorporated by reference to Appendix A to Parent's Proxy Statement,
dated April 10, 2000
10.19** Tower Automotive, Inc. Key Leadership Deferred Income Stock Purchase *
Plan, incorporated by reference to Appendix B to Parent's Proxy
Statement, dated April 12, 1999.
10.20** Tower Automotive, Inc. Employee Stock Purchase Plan, incorporated by
reference to Exhibit 10.19 of the S-1. *
10.21 Credit Agreement, dated as of July 25, 2000, among the Issuer, certain
direct and indirect wholly-owned subsidiaries of the Issuer and Bank of
America, N.A., as administrative agent, and The Chase Manhattan Bank, as
syndication agent, and the other lenders named therein, incorporated by
reference to Exhibit 10.1 of the S-4. *
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12.1 Statement and Computation of Ratio of Earnings to Fixed Charges. *
18.1 Letter re Change in Accounting Principles filed herewith.
21.1 List of Subsidiaries. *
23.1 Consent of Independent Public Accountants. *
99.1 Consolidated Financial Statements of Tower Automotive, Inc. for the Year
Ended December 31, 2000 together with Report of Independent Public
Accountants. *
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* Incorporated by reference.
** Indicates compensatory arrangement.
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