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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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DELAWARE 41-1746238
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4508 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402
TELEPHONE: (612) 342-2310
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL OFFICES)
ANTHONY A. BARONE
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
TOWER AUTOMOTIVE, INC.
6303 28TH STREET S.E.
GRAND RAPIDS, MICHIGAN 49546
TELEPHONE: (616) 954-7600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
CARTER W. EMERSON, ESQ. DEWEY B. CRAWFORD, ESQ.
KIRKLAND & ELLIS GARDNER, CARTON & DOUGLAS
200 EAST RANDOLPH DRIVE 321 NORTH CLARK STREET
CHICAGO, ILLINOIS 60601 CHICAGO, ILLINOIS 60610-4795
(312) 861-2052 (312) 245-8422
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [_]
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. [X] 333-5015
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: [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
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<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE (1) REGISTRATION FEE
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<S> <C> <C>
Common Stock, par value $.01 per share...... $9,861,250 $3,400
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</TABLE>
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(1) Calculated using the public offering price of $24.50 per share in
accordance with Rule 457.
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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<PAGE>
Explanatory Note
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Commission File No. 333-5015) filed by Tower Automotive,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") on June 3, 1996, as amended by Amendment No. 1 thereto, which was
declared effective on June 20, 1996, are incorporated herein by reference.
1
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE IT MEETS ALL
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, MINNESOTA, AS OF JUNE 20, 1996.
Tower Automotive, Inc.
/s/ Scott D. Rued
By: _________________________________
Scott D. Rued
Vice President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND AS OF THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman of the Board and June 20, 1996
____________________________________ Director
S.A. Johnson
* Director June 20, 1996
____________________________________
Adrian Vander Starre
* President, Chief Executive June 20, 1996
____________________________________ Officer and Director
Dugald K. Campbell (Principal Executive
Officer)
* Vice President and Chief June 20, 1996
____________________________________ Financial Officer
Anthony A. Barone (Principal Financial and
Accounting Officer)
* Director June 20, 1996
____________________________________
James R. Lozelle
/s/ Scott D. Rued Director June 20, 1996
____________________________________
Scott D. Rued
* Director June 20, 1996
____________________________________
William H. Clement
* Director June 20, 1996
____________________________________
Eric J. Rosen
Director
____________________________________
Matthew O. Diggs, Jr.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Director
____________________________________
E.J. Loughrey
Director
____________________________________
Kim B. Clark
* The undersigned, by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Powers of Attorney executed by the
above-named officers and directors of the Company and previously filed with
the Securities and Exchange Commission on behalf of such officers and
directors.
/s/ Scott D. Rued
____________________________________
Scott D. Rued,
Attorney-in-Fact
</TABLE>
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
5.1 Opinion of Kirkland & Ellis regarding legality of securities being
registered, incorporated by reference to Exhibit 5.1 of the Company's
Form S-3 Registration Statement (SEC File No. 333-5015).
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 of the Registration Statement on
Form S-3 (SEC File No. 333-5015)).
</TABLE>
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*Previously filed.
4
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 26, 1996
incorporated by reference in Tower Automotive, Inc.'s Form 10-K for the year
ended December 31, 1995; our report dated March 31, 1994 included in Tower
Automotive, Inc.'s Form 10-K/A for the year ended December 31, 1995; our report
dated March 21, 1996 included in Tower Automotive, Inc.'s Form 8-K/A dated March
27, 1996; our report dated May 30, 1996 included in Tower Automotive, Inc.'s
Form 8-K dated May 31, 1996, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
June 20, 1996
