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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
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)
891707101
(CUSIP Number)
Stephanie B. Mudick
General Counsel - Corporate Law
Citigroup Inc.
399 Park Avenue
New York, New York 10043
(212) 559-1000
(Name, address and telephone number of person
authorized to receive notices and communications)
October 8, 1998
(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(e), Rule 13d-1(f) or Rule 13d-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 Rule 13d-7 for other
parties to whom copies are to 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 purposes 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).
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CUSIP NO. 891707101 PAGE 2 OF 16 PAGES
- -------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citigroup Inc., 52-1568099
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER 4,341,975
BENEFICIALLY
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER 4,341,975
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 4,341,975
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC
- --------------------------------------------------------------------------------
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CUSIP NO. 891707101 PAGE 3 OF 16 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Salomon Brothers Holding Company Inc, 13-3082695
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [X]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER 3,105,332
BENEFICIALLY
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER 3,105,332
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,105,332
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
- --------------------------------------------------------------------------------
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This Amendment No. 1 to the statement on Schedule 13D, dated September
10, 1998 (the "Schedule 13D"), of Citigroup Inc. (formerly Travelers Group Inc.)
is being filed with respect to the Common Stock, par value $.01 per share (the
"Common Stock"), of Tower Automotive, Inc., a Delaware corporation (the
"Issuer").
Item 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f) This item as set forth in the Schedule 13D is
deleted and the following is inserted in its place:
"This statement on Schedule 13D is being filed by Salomon Brothers
Holding Company Inc, a Delaware corporation ("SBHC"), and Citigroup Inc., a
Delaware corporation ("Citigroup"). All of the Common Stock reported herein is
directly beneficially owned by subsidiaries of SBHC or by other subsidiaries of
Citigroup. SBHC is a wholly owned subsidiary of Salomon Smith Barney Holdings
Inc. (formerly Salomon Inc), a Delaware corporation ("SSBH"), which is a wholly
owned subsidiary of Citigroup. The principal executive offices of SBHC and SSBH
are located, and the principal business is conducted, at 388 Greenwich Street,
New York, New York 10013. The principal executive offices of Citigroup are
located, and the principal business is conducted, at 399 Park Avenue, New York,
New York 10043.
The principal business of SBHC is dealing in swaps and certain
over-the-counter instruments, lending and holding certain investments. SBHC
owns all of the outstanding shares of common stock of Salomon Smith Barney Inc.,
a registered broker-dealer. SSBH engages in no direct activities. Citigroup
businesses produce a broad range of financial services -- asset management,
banking and consumer finance, credit and charge cards, insurance, investments,
investment banking and trading -- and use diverse channels to make them
available to consumer and corporate customers around the world. Among these
businesses are Citibank, Commercial Credit, Primerica Financial Services,
Salomon Smith Barney, SSBC Asset Management, Travelers Life & Annuity and
Travelers Property Casualty.
The names, citizenship, business addresses and principal occupations
or employment of each of the executive officers and directors of Citigroup and
SBHC are set forth in Annexes A and B, which are incorporated herein by
reference."
(d) and (e) The last paragraph of this item as set forth in the
Schedule 13D is deleted and the following is inserted in its place:
"Except as set forth or incorporated by reference herein, during the
last five years, none of Citigroup, SSBH or SBHC or, to the best knowledge of
Citigroup, any of the persons listed in Annexes A or B hereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to any material judgment, decree or final order enjoining
future violations of, or prohibiting or
PAGE 4 OF 16 PAGES
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mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws."
Item 4. PURPOSE OF TRANSACTION.
The following is inserted after the final paragraph of the item as set
forth in the Schedule 13D:
"Pursuant to an Agreement and Plan of Merger, dated as of April 5,
1998, between Travelers Group Inc. and Citicorp, as modified, on October 8,
1998, Citicorp merged with and into Citi Merger Sub Inc. (the "Subsidiary"), a
wholly owned subsidiary of Travelers Group Inc. (the "Merger"). In connection
with the Merger, the Subsidiary, which continued as the surviving corporation in
the Merger, changed its name to Citicorp and Travelers Group Inc. changed its
name to Citigroup Inc. As a result of the Merger, Citigroup may be deemed to be
the ultimate beneficial owner of all of the Shares of Common Stock beneficially
owned by Citicorp and its subsidiaries, which are included in the shares of
Common Stock reported in this Amendment No. 1. Also as a result of the Merger,
on October 8, 1998, the composition of the Citigroup Board of Directors
changed."
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) This item as set forth in the Schedule 13D is deleted
and the following is inserted in its place:
"By reason of their relationship, Citigroup, SSBH and SBHC may be
deemed to share voting and dispositive power with respect to Common Stock and
Convertible Securities of the Issuer directly beneficially owned by subsidiaries
of SBHC and other subsidiaries of Citigroup and may be deemed to have an
indirect beneficial ownership in such shares.
As of October 8, 1998, Citigroup may be deemed to beneficially own
4,341,975 shares of Common Stock, which includes 1,322,960 shares of Common
Stock issuable upon conversion of certain convertible bonds and convertible
preferred stock (collectively, the "Convertible Securities"). 4,341,975 shares
of Common Stock represents 9.1% of the outstanding Common Stock (based on
47,543,112 shares of Common Stock outstanding, which includes 46,220,152 shares
of Common Stock outstanding, as reported in the Issuer's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998, and 1,322,961 shares of Common
Stock issuable upon conversion of the Convertible Securities). Of the 4,371,975
shares of Common Stock beneficially owned by Citigroup, SSBH may be deemed to
beneficially own 3,287,987 shares, which includes 1,012,876 shares issuable upon
conversion of Convertible Securities. 3,287,987 shares of Common Stock
represents 7.0% of the outstanding Common Stock (based on 47,233,028 shares of
Common Stock outstanding, which includes 46,220,152 shares of Common Stock
outstanding and 1,012,876 shares of Common Stock issuable upon conversion of
Convertible Securities). Of the 3,287,987 shares of Common Stock beneficially
owned by SSBH, SBHC may be deemed to beneficially own 3,105,332 shares, which
includes 1,009,620 shares issuable upon conversion of Convertible Securities.
3,105,332 shares of
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Common Stock represents 6.6% of the outstanding Common Stock (based on
47,229,772 shares of Common Stock outstanding, which includes 46,220,152 shares
of Common Stock outstanding and 1,009,620 shares of Common Stock issuable upon
conversion of Convertible Securities).
Except as set forth or incorporated by reference herein, none of
Citigroup, SSBH or SBHC or, to the best knowledge of Citigroup, the persons
listed in Annexes A or B hereto beneficially owned any Common Stock or
Convertible Securities as of October 8, 1998."
(c) This item as set forth in the Schedule 13D is deleted and the
following is inserted in its place:
"The dates, number of shares and prices per share for all purchases
and sales of shares of Common Stock and Convertible Securities by subsidiaries
of SBHC and other subsidiaries of Citigroup from August 7, 1998 through October
8, 1998 are shown on Annex C hereto, which is incorporated herein by reference.
Annex C does not include purchases and sales made for third party accounts or
mutual funds. All such purchases and sales of Common Stock and Convertible
Securities were effected on a national securities exchange."
PAGE 6 OF 16 PAGES
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ANNEXES
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A. Executive Officers and Directors of Citigroup Inc.
B. Executive Officers and Directors of Salomon Brothers Holding Company Inc
("SBHC").
C. Description of Purchases and Sales of Common Stock and Convertible
Securities by subsidiaries of SBHC and other subsidiaries of Citigroup from
August 7, 1998 through October 8, 1998.
D. Agreement among Citigroup and SBHC as to joint filing of Schedule 13D.
PAGE 7 OF 16 PAGES
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SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 26, 1998
CITIGROUP INC.
By: /s/ Stephanie B. Mudick
-------------------------------
Name: Stephanie B. Mudick
Title: Assistant Secretary
SALOMON BROTHERS HOLDING COMPANY INC
By: /s/ Stephanie B. Mudick
-------------------------------
Name: Stephanie B. Mudick
Title: Assistant Secretary
PAGE 8 OF 16 PAGES
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October 20, 1998
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
-----------------------------------
CITIGROUP INC.
--------------
NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
- --------------------------- -----------------------------------------
C. Michael Armstrong Chairman & Chief Executive Officer
Director (USA) AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Judith Arron Executive Director
Director (USA) Carnegie Hall Corporation
881 Seventh Avenue
New York, New York 10019
Alain J.P. Belda President & Chief Operating Officer
Director (Brazil) Aluminum Company of America (Alcoa)
201 Isabella Street, Room 6J12
Pittsburgh, Pennsylvania 15212-5858
Kenneth J. Bialkin Partner
Director (USA) Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Kenneth T. Derr Chairman & Chief Executive Officer
Director (USA) Chevron Corporation
575 Market Street
San Francisco, California 94105
John M. Deutch Institute Professor
Director (USA) Massachusetts Institute of Technology
77 Massachusetts Avenue, Room 6-208
Cambridge, Massachusetts 02139
Ann Dibble Jordan Consultant & Former Director of Social Services,
Director (USA) University of Chicago Medical Center
2904 Benton Place, NW
Washington, DC 20008
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Reuben Mark Chairman & Chief Executive Officer
Director (USA) Colgate-Palmolive Company
300 Park Avenue
New York, New York 10022-7499
Michael T. Masin Vice Chairman, President International & Director
Director (USA) GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
Dudley C. Mecum Managing Director
Director (USA) Capricorn Management
30 East Elm Street
Greenwich, Connecticut 06830
Richard D. Parsons President
Director (USA) Time Warner, Inc.
75 Rockefeller Plaza, 29th Floor
New York, New York 10019
Andrall E. Pearson Chairman & Chief Executive Officer
Director (USA) Tricon Global Restaurants, Inc.
660 Steamboat Road
Greenwich, Connecticut 06830
John S. Reed Chairman & Co-Chief Executive Officer
Director & Executive Citigroup Inc.
Officer (USA) 399 Park Avenue
New York, New York 10043
Robert B. Shapiro Chairman & Chief Executive Officer
Director (USA) Monsanto Company
800 North Lindbergh Blvd.
Mail Zone D1S
St. Louis, Missouri 63167
Franklin A. Thomas Lawyer/Consultant & Former President,
Director (USA) The Ford Foundation
595 Madison Avenue, 33rd Floor
New York, New York 10022
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Sanford I. Weill Chairman & Co-Chief Executive Officer
Director & Executive Citigroup Inc.
Officer (USA) 399 Park Avenue
New York, New York 10043
Edgar S. Woolard, Jr. Former Chairman & Chief Executive Officer
Director (USA) E.I. du Pont de Nemours & Company
1007 Market Street
Wilmington, Delaware 19898
Arthur Zankel General Partner
Director (USA) First Manhattan Company
437 Madison Avenue
New York, New York 10022
The Honorable Gerald R. Ford Former President of the United States
Honorary Director (USA) Post Office Box 927
Rancho Mirage, California 92270
William I. Campbell Co-Chief Executive Officer of Citigroup's
Executive Officer Global Consumer Business
(USA and Canada) 1 Court Square
Long Island City, New York 11120
Michael A. Carpenter Head of Affluent Market Section of Citigroup's
Executive Officer (USA) Global Consumer Business
153 East 53rd Street
New York, New York 10043
Paul J. Collins Vice Chairman
Executive Officer (USA) Citigroup Inc.
399 Park Avenue
New York, New York 10043
James Dimon President
Executive Officer Citigroup Inc.
388 Greenwich Street
New York, New York 10013
Thomas W. Jones Chief Executive Officer
Director & Executive of SSBC Asset Management
Officer (USA) 388 Greenwich Street
New York, New York 10013
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Robert I. Lipp Co-Chief Executive Officer of Citigroup's Global
Executive Officer (USA) Consumer Business & Chairman of Travelers Property
Casualty Corp.
153 East 53rd Street
New York, New York 10043
Deryck C. Maughan Chairman & Co-Chief Executive Officer
Director (Great Britain) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Victor J. Menezes President
Executive Officer (India) Citibank, N.A.
399 Park Avenue
New York, New York 10043
Heidi G. Miller Chief Financial Officer
Executive Officer (USA) Citigroup Inc.
399 Park Avenue
New York, New York 10043
Charles O. Prince, III Co-General Counsel & Corporate Secretary
Executive Officer (USA) Citigroup Inc.
399 Park Avenue
New York, New York 10043
John J. Roche Co-General Counsel
Executive Officer (USA) Citigroup Inc.
399 Park Avenue
New York, New York 10043
Mary Alice Taylor Corporate Executive Vice President
Executive Officer (USA) Citicorp & Citibank, N.A.
1 Court Square
Long Island City, New York 11120
PAGE 12 OF 16 PAGES
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ANNEX B
EXECUTIVE OFFICERS AND DIRECTORS OF
-----------------------------------
SALOMON BROTHERS HOLDING COMPANY INC
------------------------------------
NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
- --------------------------- -----------------------------------------
James Dimon President
Director, Chairman of the Citigroup Inc.
Board and Co-Chief 388 Greenwich Street
Executive Officer (USA) New York, New York 10013
Deryck C. Maughan Chairman & Co-Chief Executive Officer
Director, Chairman of the Salomon Smith Barney Holdings Inc.
Board and Co-Chief 388 Greenwich Street
Executive Officer New York, New York 10013
(Great Britain)
Steven D. Black Vice Chairman & Chief Operating Officer
Vice Chairman (USA) Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
James S. Boshart, III Director & Vice Chairman
Vice Chairman (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Thomas G. Maheras Director & Vice Chairman
Vice Chairman (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Eduardo G. Mestre Director & Vice Chairman
Vice Chairman (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Jay P. Mandelbaum Director & Senior Executive Vice President
Executive Vice President Salomon Smith Barney Holdings Inc.
(USA) 388 Greenwich Street
New York, New York 10013
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Charles W. Scharf Senior Executive Vice President & Chief Financial
Chief Financial Officer Officer
(USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Robert Druskin Senior Executive Vice President & Chief
Chief Administrative Officer Administrative Officer
(USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Michael J. Day Executive Vice President & Controller
Controller (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Mark I. Kleinman Executive Vice President & Treasurer
Treasurer (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Robert H. Mundheim Senior Executive Vice President, General Counsel &
General Counsel and Secretary
Secretary (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
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ANNEX C
Set forth below are the purchases and sales of Common Stock by subsidiaries
of SBHC and other subsidiaries of Citigroup from August 7, 1998 through October
8, 1998. Purchases and sales made as part of a risk arbitrage strategy are
indicated by an asterisk (*).
Number of Number of Price Per Share
Trade Date Shares Purchased Shares Sold (in US$)
-----------------------------------------------------------------
8/18/98* 25,000 24.00
9/9/98 33,500 17.375
9/30/98 800 19.750
10/1/98 100 19.50
10/1/98 100 19.25
10/1/98 100 19.25
10/1/98 100 19.25
10/1/98 100 19.00
10/1/98 100 19.00
10/1/98 100 19.00
10/1/98 100 19.00
Subsidiaries of SBHC and other subsidiaries of Citigroup did not make any
purchases or sales of Convertible Securities from August 7, 1998 through October
8, 1998.
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ANNEX D
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
--------------------------------------------
Each of the undersigned hereby affirms that it is individually eligible to use
Schedule 13D, and agrees that this Schedule 13D is filed on its behalf.
Date: October 26, 1998
CITIGROUP INC.
By: /s/ Stephanie B. Mudick
--------------------------------
Name: Stephanie B. Mudick
Title: Assistant Secretary
SALOMON BROTHERS HOLDING COMPANY INC
By: /s/ Stephanie B. Mudick
--------------------------------
Name: Stephanie B. Mudick
Title: Assistant Secretary
PAGE 16 OF 16 PAGES
