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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 3, 1997
TOWER AUTOMOTIVE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-12733 41-1746238
(Commission File Number) (I.R.S. Employer Identification No.)
4508 IDS CENTER, MINNEAPOLIS, MINNESOTA 55402
(Address of Principal Executive Offices) (Zip Code)
(612) 342-2310
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. OTHER EVENTS
On March 27, 1997, the Registrant, through its wholly owned subsidiary
R.J. Tower Corporation, agreed to acquire the operations of Societa Industria
Meccanica e Stampaggio S.p.A. ("SIMES"), headquartered in Turin, Italy. The
aggregate purchase price to be paid for the acquisition of SIMES will be 85
billion Lire ($50.7 million based on the exchange rate as of March 27, 1997)
in cash. In addition, the Registrant has agreed to pay up to 5 billion Lire
($3.0 million) based upon the ability of SIMES to meet certain predetermined
operating performance goals. The acquisition is expected to close in the
second quarter of 1997 and is subject to certain governmental approvals.
Funding for the acquisition is expected to be provided through borrowings
under the Registrant's credit facility at the time of closing.
SIMES designs and manufactures structural parts and components for use in
the Italian automotive industry, with its primary customer being Fiat. SIMES is
expected to operate as a wholly owned subsidiary of the Registrant following the
Acquisition. A copy of the press release relating to the acquisition of SIMES
is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
99.1 Press release dated April 2, 1997 - Tower Automotive, Inc.
announces Agreement to Acquire Societa Industria Meccanica e
Stampaggio S.p.A.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
TOWER AUTOMOTIVE, INC.
DATE: APRIL 2, 1997 BY: /S/ANTHONY A. BARONE
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NAME: ANTHONY A. BARONE
TITLE: VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER (PRINCIPAL ACCOUNTING AND
FINANCIAL OFFICER)
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EXHIBIT 99.1
DATE: April 2, 1997
FROM: FOR:
Padilla Speer Beardsley Inc. Tower Automotive, Inc.
224 Franklin Avenue West 4508 IDS Center
Minneapolis, Minnesota 55404 Minneapolis, Minnesota 55402
John Mackay (612) 871-8877 Scott Rued (612) 342-2310
FOR IMMEDIATE RELEASE
TOWER AUTOMOTIVE, INC.
ANNOUNCES AGREEMENT TO ACQUIRE
SOCIETA INDUSTRIA MECCANICA E STAMPAGGIO S.P.A.
MINNEAPOLIS, April 2 - Tower Automotive, Inc. (NYSE: TWR), today announced
that it has signed a definitive purchase agreement to acquire Societa Industria
Meccanica e Stampaggio S.p.A. (SIMES), headquartered in Turin, Italy. The
agreement is subject to regulatory approval and other customary matters.
Closing of this acquisition is expected to occur during the second quarter.
SIMES has manufacturing facilities in Turin, Italy, with annual revenues of
approximately $70 million. SIMES designs and manufactures structural parts and
assemblies for the automotive market. SIMES' primary customer is Fiat.
Tower Automotive President and Chief Executive Officer Dugald K. Campbell,
said, "The acquisition of SIMES is an important step in establishing our
European base. SIMES is ahead of the competition in design skills and supply
base management capabilities. Furthermore, SIMES has an excellent management
team with which to grow our European business. The acquisition adds an
important new customer relationship with Fiat and will enable us to deliver
innovative engineering and quality products to our existing customers in
Europe."
Tower Automotive, Inc. produces a broad range of stamped and welded
assemblies for vehicle body structures and suspension systems for the automotive
manufacturers, including Ford, Chrysler, General Motors, Honda, Toyota, Nissan,
Mazda and now Fiat. Products include body pillars, package trays, control arms,
engine cradles and full frame assemblies. The Company has its operating
headquarters in Grand Rapids, Michigan and a corporate office in Minneapolis,
Minnesota.
