SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No.1)
Tower Automotive, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of class of securities)
891707 10 1
(CUSIP number)
David B. Liner, Corporate Counsel
MascoTech, Inc., 21001 Van Born Road
Taylor, Michigan 48180
313-792-7405
(Name, address and telephone number of person
authorized to receive notices and communications)
June 26, 1996
(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 because of Rule 13d-1 (b)(3) or (4), check the following box [ ].
(Page 1 of 4 Pages)
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CUSIP No. 891707-10-1 13D Page 2 of 4 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MascoTech, Inc.
38-2513957
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d)OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
185,000
9. SOLE DISPOSITIVE POWER
185,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.71 %
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 891707-10-1 13D Page 3 of 4 Pages
The information contained in this Amendment No. 1 is as of June 26, 1996 and
supplements and amends the information contained in the following item of the
Schedule 13D dated May 31, 1996.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
As of June 26, 1996, the MascoTech, Inc., a Delaware corporation
("MascoTech" or the "Reporting Person"), beneficially owned 385,000 shares of
common stock, par value $.01 per share, of Tower Automotive, Inc. ("Tower" or
the "Issuer") of which (i) 185,000 shares were held directly, and (ii) 200,000
shares were issuable upon exercise of warrants (at a purchase price of $18
per share). Based on the number of shares of Tower common stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, the Reporting Person may be deemed to be the beneficial owner of
2.71% of the Issuer's common stock (including shares issuable upon exercise of
the warrant).
In connection with acquiring the shares of Tower common stock and warrants
therefor, MascoTech entered into a Registration Rights and Voting Agreement with
Tower (the "Registration Agreement"). Under the Registration Agreement,
MascoTech agreed to vote its shares of Tower common stock in the same manner
that Onex U.S. Investments, Inc., an Ontario corporation ("Onex"), votes its
shares of Tower common stock, and agreed to execute and deliver to Onex proxies
to vote MascoTech's shares of Tower common stock. Without MascoTech's express
consent, MascoTech's shares will not be voted for any matter which would change
the shares of Tower common stock held by MascoTech or Onex or convert or
exchange such shares into or for different securities, except that MascoTech's
consent would not be required if the shares held by MascoTech and Onex are
changed identically or converted into or exchanged for the same type of
securities in proportion to their respective holdings of Tower common stock, on
terms consistent with Tower's Certificate of Incorporation, as is reasonably
determined by Onex.
The Registration Agreement continues until the earliest of (i) the date
MascoTech or any affiliate ceases to own such shares of Tower common stock, (ii)
the date the Tower shares owned by MascoTech cease to be a "restricted security"
under Rule 144, or (iii) May 31, 2006.
Effective June 26, 1996, MascoTech sold 600,000 shares of Tower common
stock at a price of $23.34 per share in a public offering of the Tower common
stock conducted by Tower and certain of its shareholders.
MascoTech may be considered to share voting power with Onex with respect
to the 185,000 shares of Tower common stock held by it. MascoTech has sole
power to dispose of or direct the disposition of 185,000 shares of Tower common
stock held by it.
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CUSIP No. 891707-10-1 13D Page 4 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct as of June 26, 1996.
September 17, 1997
MASCOTECH, INC.
By /s/Timothy Wadhams
Timothy Wadhams
Vice President
