UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Tower Automotive, Inc.
----------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
----------------------------------------------------
(Title of Class of Securities)
891707101
----------------------------------------------------
(CUSIP Number)
Stephanie B. Mudick
Deputy General Counsel
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
(212) 816-8000
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 10, 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(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 891707101 SCHEDULE 13D Page 2 of 18 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Travelers Group Inc.
52-1568099
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
00
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 3,316,678
Person --------------------------------------------------------
With 9 Sole Dispositive Power
0
--------------------------------------------------------
10 Shared Dispositive Power
3,316,678
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,316,678
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
7.0%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
HC
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 891707101 SCHEDULE 13D Page 3 of 18 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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
00
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |X|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 2,834,791
Person --------------------------------------------------------
With 9 Sole Dispositive Power
0
--------------------------------------------------------
10 Shared Dispositive Power
2,834,791
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,834,791
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
6.0%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D 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"), which has its principal executive office
at 4508 IDS Center, Minneapolis, Minnesota 55402.
Item 2. Identity and Background.
(a), (b), (c) and (f) This statement on Schedule 13D is being filed by
Salomon Brothers Holding Company Inc, a Delaware corporation ("SBHC"), and
Travelers Group Inc., a Delaware corporation ("TRV"). All of the Common Stock
reported herein is directly beneficially owned by subsidiaries of SBHC or by
other subsidiaries of TRV. 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 TRV. The principal executive offices of
SBHC, SSBH and TRV are located, and the principal business is conducted, at 388
Greenwich Street, New York, New York 10013.
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.
(formerly Smith Barney Inc.), a registered broker-dealer. SSBH engages in no
direct activities. TRV is a diversified financial services company engaged,
through its subsidiaries, in investment and asset management services, consumer
finance services and life and property-casualty insurance services.
The names, citizenship, business addresses and principal occupations or
employments of each of the executive officers and directors of TRV and SBHC are
set forth in Annexes A and B, which is incorporated herein by reference.
Page 4 of 18 Pages
<PAGE>
(d) and (e) On August 26, 1996, the Securities and Exchange Commission
(the "SEC") simultaneously instituted a cease-and-desist proceeding pursuant to
Section 21C of the Securities Exchange Act of 1934 (the "Act") against SSBH and
accepted SSBH's Offer of Settlement. SSBH, by its Offer of Settlement, consented
to the imposition of a cease-and-desist order and the entry of the findings
therein without admitting or denying such findings. The SEC found that SSBH had
violated Section 13(b)(2) of the 1934 Act. Specifically, the SEC determined that
SSBH had failed to perform thorough and timely reconciliations of its balance
sheet accounts to supporting documentation, and thus failed to identify on a
timely basis erroneous entries made by its staff. Moreover, SSBH had failed to
ensure that correction procedures were properly implemented in London, in part
by failing to train adequately its staff to use a new automated system. These
failures resulted in the overstatement of assets and income on the books,
records, and accounts of SSBH and its subsidiaries. In determining to accept
SSBH's Offer of Settlement, the SEC considered remedial acts promptly undertaken
by SSBH and cooperation afforded the SEC staff.
Except as set forth or incorporated by reference herein, during the last
five years, none of TRV, SSBH or SBHC or, to the best knowledge of TRV, 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 mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for the purchases of the Common Stock and Convertible
Securities (as defined in Item 5 herein) was working capital of SBHC and other
TRV subsidiaries which purchased the subject securities. The aggregate purchase
prices of Common Stock and Convertible Securities are shown on Annex C hereto,
which is incorporated herein by reference.
Page 5 of 18 Pages
<PAGE>
Item 4. Purpose of Transaction.
The Common Stock and Convertible Securities reported herein as indirectly
beneficially owned by SBHC were purchased for investment purposes or for third
party accounts or mutual funds managed by its subsidiaries. The remainder of the
Common Stock and Convertible Securities were purchased, independently, by other
subsidiaries of TRV for investment purposes or as part of a risk arbitrage
strategy.
Subsidiaries of TRV review their respective holdings of Issuer securities
on a continuing basis. Depending on such evaluations of the Issuer's business
and prospects, and upon future developments (including, but not limited to,
market prices of the Common Stock and Convertible Securities and availability
and alternative uses of funds, as well as conditions in the securities markets
and general economic and industry conditions), such subsidiaries may acquire
other securities of the Issuer or sell all or a portion of their Common Stock or
Convertible Securities or other securities of the Issuer, now owned or hereafter
acquired. Except as otherwise described herein, none of the reporting persons
has any plans or proposals relating to or which would result in any of the
transactions described in Items 4 (a)-(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b) By reason of their relationship, TRV, 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 TRV and may be deemed to have an indirect
beneficial ownership in such shares.
As of September 10, 1998, TRV may be deemed to beneficially own 3,316,678
shares of Common Stock, which includes 1,124,219 shares of Common Stock issuable
upon conversion of certain convertible bonds and convertible preferred stock
(collectively, the "Convertible Securities"). 3,316,678 shares of Common Stock
represents 7.0% of the outstanding Common Stock (based on 47,344,371 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 1,124,219 shares of Common Stock issuable upon
conversion of the Convertible Securities). Of the 3,316,678 shares of Common
Stock beneficially owned by TRV, SSBH may be deemed to beneficially own
3,006,579 shares, which includes 887,380 shares issuable upon conversion of
Convertible Securities). 3,006,579 shares of Common Stock represents 6.0% of the
outstanding Common Stock (based on 47,107,532 shares of Common Stock
outstanding, which includes 46,220,152 shares of Common Stock outstanding and
887,380 shares of Common Stock issuable upon conversion of Convertible
Securities. Of the 3,006,579 shares of Common Stock beneficially owned by SSBH,
SBHC may be deemed to beneficially own 2,834,791 shares, which includes 884,124
shares issuable upon conversion of Convertible Securities. 2,834,791 shares of
Common Stock represents 6.0% of the outstanding Common Stock (based on
47,104,276 shares of Common Stock outstanding, which includes 46,220,152 shares
of Common Stock outstanding and 884,124 shares of Common Stock issuable upon
conversion of Convertible Securities).
Page 6 of 18 Pages
<PAGE>
Except as set forth or incorporated by reference herein, none of TRV, SSBH
or SBHC or, to the best knowledge of TRV, the persons listed in Annexes A or B
hereto beneficially owned any Common Stock or Convertible Securities as of
September 10, 1998.
(c) 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 TRV from July 10, 1998 through September 15, 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 the New York Stock Exchange, Inc.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
None of TRV, SSBH or SBHC or, to the best knowledge of TRV, the persons
listed in Annexes A or B hereto, has any contracts, arrangements, understandings
or relationships (legal or otherwise) with any person with respect to securities
of the Issuer.
Item 7. Material To Be Filed As Exhibits.
None.
Page 7 of 18 Pages
<PAGE>
ANNEXES
A. Executive Officers and Directors of Travelers Group 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 TRV from July
10, 1998 through September 15, 1998.
D. Agreement among TRV and SBHC as to joint filing of Schedule 13D.
Page 8 of 18 Pages
<PAGE>
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.
September 18, 1998
TRAVELERS GROUP 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 9 of 18 Pages
<PAGE>
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
TRAVELERS GROUP INC.
Name, Title and Citizenship
Principal Occupation and Business Address
C. Michael Armstrong
Director (USA)
Chairman & Chief Executive Officer
AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Judith Arron
Director (USA)
Executive Director
Carnegie Hall Corporation
881 Seventh Avenue
New York, New York 10019
Kenneth J. Bialkin
Director (USA)
Partner
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Joseph A. Califano, Jr.
Director (USA)
Chairman & Chief Executive Officer
The Center on Addiction & Substance Abuse
at Columbia University
152 West 57th Street
New York, New York 10019
James Dimon
Director & Executive Officer (USA)
President & Chief Operating Officer
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Leslie B. Disharoon
Director (USA)
Former Chairman, President & Chief Executive Officer
Monumental Corporation
2 Chittenden Lane
Owings Mills, Maryland 21117
Page 10 of 18 Pages
<PAGE>
The Honorable Gerald R. Ford
Director (USA)
Former President of the United States
Post Office Box 927
Rancho Mirage, California 92270
Thomas W. Jones
Director & Executive Officer (USA)
Vice Chairman
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Ann Dibble Jordan
Director (USA)
Consultant
Former Director of Social Services,
University of Chicago Medical Center
2904 Benton Place, NW
Washington, DC 20008
Robert I. Lipp
Director & Executive Officer (USA)
Vice Chairman
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Michael T. Masin
Director (USA)
Vice Chairman & President - International
GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
Deryck C. Maughan
Director (Great Britain)
Vice Chairman
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Page 11 of 18 Pages
<PAGE>
Dudley C. Mecum
Director (USA)
Managing Director
Capricorn Management
30 East Elm Street
Greenwich, Connecticut 06830
Andrall E. Pearson
Director (USA)
Chairman & Chief Executive Officer
Tricon Global Restaurants, Inc.
660 Steamboat Road
Greenwich, Connecticut 06830
Frank J. Tasco
Director (USA)
Retired Chairman
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
Linda J. Wachner
Director (USA)
Chairman, President & Chief Executive Officer
Warnaco Group Inc.
90 Park Avenue
New York, New York 10016
Sanford I. Weill
Director & Executive Officer (USA)
Chairman & Chief Executive Officer
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Joseph R. Wright, Jr.
Director (USA)
Chairman & Chief Executive Officer
AMTEC, Inc.
599 Lexington Avenue
New York, New York 10022-6030
Page 12 of 18 Pages
<PAGE>
Arthur Zankel
Director (USA)
Co-Managing Partner
First Manhattan Company
437 Madison Avenue
New York, New York 10022
Steven D. Black
Executive Officer (USA)
Vice Chairman & Chief Operating Officer
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Michael A. Carpenter
Executive Officer (USA)
Executive Vice President
Travelers Group Inc.
One Tower Square
Hartford, Connecticut 06183
Charles J. Clarke
Executive Officer (USA)
Chairman & Chief Executive Officer - Commercial Lines
Travelers Property Casualty Corp.
One Tower Square
Hartford, Connecticut 06183
Donald R. Cooper
Executive Officer (USA)
Chairman
Resource Deployment Inc.
307 West 7th Street
Fort Worth, Texas 76102
Peter M. Dawkins
Executive Officer (USA)
Chairman & Chief Executive Officer
Travelers Group Diversified Distribution Services, Inc.
388 Greenwich Street
New York, New York 10013
Irwin Ettinger
Executive Officer (USA)
Executive Vice President
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Page 13 of 18 Pages
<PAGE>
Jay S. Fishman
Executive Officer (USA)
Senior Vice President
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Jon C. Madonna
Executive Officer (USA)
Vice Chairman
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Marjorie Magner
Executive Officer (USA)
President & Chief Operating Officer
Commercial Credit Company
300 St. Paul Place
Baltimore, Maryland 21202
Heidi G. Miller
Executive Officer (USA)
Senior Vice President & Chief Financial Officer
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Joseph J. Plumeri II
Executive Officer (USA)
Vice Chairman
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Charles O. Prince, III
Executive Officer (USA)
Executive Vice President,
General Counsel & Secretary
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Marc P. Weill
Executive Officer (USA)
Senior Vice President
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Robert B. Willumstad
Executive Officer (USA)
Chairman & Chief Executive Officer
Commercial Credit Company
300 St. Paul Place
Baltimore, Maryland 21202
Page 14 of 18 Pages
<PAGE>
ANNEX B
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON BROTHERS HOLDING COMPANY INC
Name, Title and Citizenship
Principal Occupation and Business Address
James Dimon
Director, Co-Chairman of the Board and Co-Chief Executive Officer (USA)
President & Chief Operating Officer
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Deryck C. Maughan
Director, Co-Chairman of the Board and Co-Chief Executive Officer (Great
Britain)
Vice Chairman
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Steven D. Black
Vice Chairman (USA)
Vice Chairman & Chief Operating Officer
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
James S. Boshart, III
Vice Chairman (USA)
Director and Vice Chairman
Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Thomas G. Maheras
Vice Chairman (USA)
Director and Vice Chairman
Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Eduardo G. Mestre
Vice Chairman (USA)
Director and Vice Chairman
Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Page 15 of 18 Pages
<PAGE>
Jay P. Mandelbaum
Executive Vice President (USA)
Director and Senior Executive Vice President
Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Charles W. Scharf
Chief Financial Officer (USA)
Senior Executive Vice President and Chief Financial Officer
Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Robert Druskin
Chief Administrative Officer (USA)
Senior Executive Vice President and Chief Administrative Officer
Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Michael J. Day
Controller (USA)
Executive Vice President and Controller
Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Mark I. Kleinman
Treasurer (USA)
Executive Vice President and Treasurer
Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Robert H.Mundheim
General Counsel and Secretary (USA)
Senior Executive Vice President, General Counsel and Secretary
Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Page 16 of 18 Pages
<PAGE>
ANNEX C
Set forth below are the purchases and sales of Common Stock by
subsidiaries of SBHC and other subsidiaries of TRV from July 10, 1998 through
September 15, 1998. Purchases and sales made as part of a risk arbitrage
strategy are indicated by an asterisk (*).
Trade Date 8/18/98*
Number of Shares Purchased 0
Number of Shares Sold 25,000
Price Per Share (in US$) 24.00
Subsidiaries of SBHC and other subsidiaries of TRV did not make any
purchases or sales of Convertible Securities from July 10, 1998 through
September 15, 1998.
Page 17 of 18 Pages
<PAGE>
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: September 18, 1998
TRAVELERS GROUP 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 18 of 18 Pages
