<PAGE> 1
Page 1 of 11 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Tower Automotive, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
891 707 101
-----------------------------------------------------
(CUSIP Number)
Exhibit Index on page 10
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CUSIP No. 891 707 101 13G Page 2 of 11 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Onex Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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NUMBER OF 5 SOLE VOTING POWER
SHARES None
--------------------------------------------------
BENEFICIALLY
6 SHARED VOTING POWER
OWNED BY
3,141,615 (includes 1,654,837 shares
EACH over which a wholly-owned subsidiary of
Onex Corporation has voting control
REPORTING pursuant to proxies executed in its
favor)
PERSON --------------------------------------------------
7 SOLE DISPOSITIVE POWER
WITH
None
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,141,615 (includes 1,654,837 shares
over which a wholly-owned subsidiary of
Onex Corporation has voting control
pursuant to proxies executed in its
favor)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,141,615 (includes 1,654,837 shares over which a
wholly-owned subsidiary of Onex Corporation has voting
control pursuant to proxies executed in its favor)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.0%.
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 891 707 101 13G Page 3 of 11 Pages
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gerald W. Schwartz
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
2 (b) / /
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SEC USE ONLY
3
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Canada
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NUMBER OF SOLE VOTING POWER
5
SHARES None
--------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
6
OWNED BY 3,141,615 (includes 1,654,837 shares
over which a wholly-owned subsidiary of
EACH Onex Corporation has voting control
pursuant to proxies executed in its
REPORTING favor)
--------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
7
WITH None
--------------------------------------------------
SHARED DISPOSITIVE POWER
8
3,141,615 (includes 1,654,837 shares
over which a wholly-owned subsidiary of
Onex Corporation has voting control
pursuant to proxies executed in its
favor)
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,141,615 (includes 1,654,837 shares over which a
wholly-owned subsidiary of Onex Corporation has voting
control pursuant to proxies executed in its favor)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
10 SHARES* / /
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
22.0%
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TYPE OF REPORTING PERSON*
12
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 891 707 101 13G Page 4 of 11 Pages
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Onex DHC LLC
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
2 (b) / /
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Wyoming
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NUMBER OF SOLE VOTING POWER
5
SHARES None
-----------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
6
OWNED BY 3,141,615 (includes 1,654,837 shares
over which a wholly-owned subsidiary of
EACH Onex Corporation has voting control
pursuant to proxies executed in its
REPORTING favor)
-----------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
7
WITH None
-----------------------------------------------------
SHARED DISPOSITIVE POWER
8
3,141,615 (includes 1,654,837 shares
over which a wholly-owned subsidiary of
Onex Corporation has voting control
pursuant to proxies executed in its
favor)
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,141,615 (includes 1,654,837 shares over which a
wholly-owned subsidiary of Onex Corporation has voting
control pursuant to proxies executed in its favor)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
10 SHARES* / /
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
22.0%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 5 of 11 Pages
ITEM 1(a) NAME OF ISSUER:
Tower Automotive, Inc. (the "Company")
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4508 IDS Center
Minneapolis, MN 55402
ITEM 2(a) NAME OF PERSON FILING:
Onex Corporation ("Onex")
Gerald W. Schwartz
Onex DHC LLC ("Onex DHC")
Onex, Mr. Schwartz and Onex DHC are filing the statement
jointly, pursuant to the provisions of Rule 13d-1(f)(1) under
the Securities Exchange Act of 1934, as amended, as separate
persons and not as members of a group. See Exhibit 1 for their
Joint Filing Agreement.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address for the principal business office of each of Onex
and Gerald W. Schwartz is:
161 Bay Street
P.O. Box 700
Toronto, Ontario CANADA
M5J 2S1
The address of the principal business office of Onex DHC is:
421 Leader Street
Marion, Ohio 43302
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Page 6 of 11 Pages
ITEM 2(c) CITIZENSHIP:
Gerald W. Schwartz is a citizen of Canada. Onex is an Ontario,
Canada corporation. Onex DHC is a Wyoming limited liability
company.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share.
ITEM 2(e) CUSIP NO.:
891 707 101
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES
13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON
FILING IS A:
This statement is not filed pursuant to Rules 13d-1(b) or
13d-2(b).
ITEM 4 OWNERSHIP:
(a) Amount Beneficially Owned:
3,141,615 (includes 1,653,837 shares over which a wholly-owned
subsidiary of Onex has voting control pursuant to proxies
executed in its favor)
(b) Percent of Class:
22.0%
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Page 7 of 11 Pages
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
3,141,615 (includes 1,654,837 shares over which a
wholly-owned subsidiary of Onex has voting control
pursuant to proxies executed in its favor)
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared Power to dispose or to direct the disposition
of:
3,141,615 (includes 1,654,837 shares over which a
wholly-owned subsidiary of Onex has voting control
pursuant to proxies executed in its favor)
Onex DHC is the direct beneficial owner of the shares of
Common Stock reported. Onex, as the direct and indirect owner
of approximately 99% of the equity of DHC, is an indirect
beneficial owner of all such shares. Mr. Schwartz is the
indirect holder of all the issued and outstanding Multiple
Voting Shares of Onex, which are entitled to elect sixty
percent (60%) of the members of Onex's Board of Directors and
carry such number of votes in the aggregate as represents 60%
of the aggregate votes attached to all voting shares of Onex
and is thus an indirect beneficial owner of the shares
reported. In November 1994, Onex U.S. Investments, Inc., an
Ontario, Canada corporation and a wholly owned subsidiary of
Onex ("Onex U.S."), transferred 3,531,778 shares of Common
Stock of the Company directly beneficially owned by it to Onex
DHC. Subsequent to such transfer, Onex DHC sold 2,045,000 of
such shares of Common Stock. Onex DHC now directly
beneficially owns 1,486,778 shares of Common Stock. Certain
stockholders of the Company have granted to Onex U.S. a proxy
to vote their shares in the same manner as Onex U.S. As a
result of such voting arrangement, each of the signatories to
this statement may be deemed to be a member of a group that
beneficially owns all the shares beneficially owned by the
members of such group. Each of the signatories to this
statement disclaims membership in such group.
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Page 8 of 11 Pages
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the shares reported hereunder.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable
ITEM 10 CERTIFICATION:
Not applicable
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Page 9 of 11 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.
Date: February 14, 1997
ONEX CORPORATION
By: /s/ Donald W. Lewtas
_______________________________________
Name: Donald W. Lewtas
Title: Authorized Signatory
/s/ Donald W. Lewtas
__________________________________________
Authorized signatory for
Gerald W. Schwartz
ONEX DHC LLC
By: /s/ Donald F. West
_______________________________________
Name: Donald F. West
Title: Authorized Signatory
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Index to Exhibits
<TABLE>
<CAPTION>
PAGE NO. IN
SEQUENTIAL
EXHIBIT NUMBERING SYSTEM
- ------- ----------------
<S> <C> <C>
1. Joint Filing Agreement, dated February 14, 1997,
among Onex DHC, Onex and Mr. Schwartz.
2. Power of Attorney incorporated by reference to the
Amendment to Form 4 relating to Dura Automotive
Systems, Inc., filed with the Securities and Exchange
Commission by Onex on September 10, 1996.
3. Power of Attorney incorporated by reference to the
Amendment to Form 4 relating to Dura Automotive
Systems, Inc., filed with the Securities and Exchange
Commission by Mr. Schwartz on September 10, 1996.
</TABLE>
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Page 11 of 11 Pages
Exhibit 1
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree to file jointly Amendment No. 2
to the Statement on Schedule 13G (the "Statement") relating to the Common Stock,
$.01 par value per share, of Tower Automotive, Inc., and any further amendments
thereto which may be deemed necessary pursuant to Regulation 13D or G
promulgated under Section 13 of the Securities Exchange Act of 1934, as amended.
It is understood and agreed that a copy of this Agreement
shall be attached as an exhibit to the Statement, filed on behalf of each of the
parties hereto.
This Agreement may be executed in multiple counterparts, each
of which shall constitute an original, one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement as of the 14th day of February, 1997.
ONEX DHC LLC
By:/s/ Donald F. West
_________________________________________
Name: Donald F. West
Title: Authorized Signatory
ONEX CORPORATION
By: /s/ Donald W. Lewtas
_________________________________________
Name: Donald W. Lewtas
Title: Authorized Signatory
/s/ Donald W. Lewtas
____________________________________________
Authorized Signatory for
GERALD SCHWARTZ
