<PAGE>
Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated December 5, 1997) SEC File No. 333-38827
$200,000,000
TOWER AUTOMOTIVE, INC.
5% CONVERTIBLE SUBORDINATED NOTES DUE 2004
All capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Prospectus, dated December 5, 1997, forming
a part of the Registration Statement on Form S-3 (Registration No.
333-38827), as supplemented by Prospectus Supplement No. 1, dated January 9,
1998 and Prospectus Supplement No. 2, dated March 12, 1998 (together, the
"Prospectus"). Any cross references in this Prospectus Supplement refer to
portions of the Prospectus.
The purpose of this Prospectus Supplement is to amend and supplement
the information set forth in the Prospectus regarding the Selling
Securityholders. In addition to the Selling Securityholders named in the
Prospectus, the following table sets forth the name of each additional
Selling Securityholder and relationship, if any, with the Company and (i) the
amount of Notes owned by each additional Selling Securityholder as of the
dates indicated, (ii) the maximum amount of Notes which may be offered for
the account of such Selling Securityholder as of the dates indicated, (iii)
the number of shares of Common Stock owned by each additional Selling
Securityholder and (iv) the maximum amount of Common Stock which may be
offered for the account of such Selling Securityholder under the Prospectus.
Any information regarding a Selling Securityholder contained herein shall be
deemed to amend and supersede any information regarding such Selling
Securityholder contained in the Prospectus.
<TABLE>
<CAPTION>
Notes Beneficially Owned Common Stock Beneficially Owned
Prior To The Offering Prior To The Offering (1) (2)
------------------------ -------------------------------
Principal No. of
Aggregate Amount of Shares
Principal % of Notes Offered % of Offered
Name of Selling Securityholder Amount Class Hereby No. of Shares Class Hereby
------------------------------ --------- ----- ------------- ------------- ----- -------
<S> <C> <C> <C> <C> <C> <C>
BT Alex. Brown (3). . . . . . . . . $ 8,190,000 4.1 8,190,000 158,260 * 158,260
Delaware Group Premium Fund,
Convertible Securities Series (3) 105,000 * 105,000 2,028 * 2,028
Delaware Group Dividends & Income
Fund, Inc. (3) . . . . . . . . . 400,000 * 400,000 7,729 * 7,729
Donaldson, Lufkin & Jenrette
Securities Corp. (4) . . . . . . 22,131,000 11.1 22,131,000 427,652 1.8 427,652
GLG Global Convertible Fund (5) . . 2,500,000 1.3 2,500,000 48,309 * 48,309
Orrington Investments L.P. (6). . . 200,000 * 200,000 3,864 * 3,864
________________________
</TABLE>
*Less than one percent.
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(1) Reflects the shares of Common Stock into which the Notes held by such
Selling Securityholder are convertible at the initial conversion rate.
The Conversion Price and the number of shares of Common Stock issuable
upon conversion of the Notes are subject to adjustment under certain
circumstances. See "Description of Notes--Conversion Rights."
Accordingly, the number of shares of Common Stock issuable upon
conversion of the Notes may increase or decrease from time to time.
(2) Assumes conversion into Common Stock of the full amount of Notes held by
the Selling Securityholder at the initial conversion rate and the
offering of such shares by such Selling Securityholder pursuant to this
Prospectus. The Conversion Price and the number of shares of Common
Stock issuable upon conversion of the Notes is subject to adjustment
under certain circumstances. See "Description of Notes--Conversion
Rights." Accordingly, the number of shares of Common Stock issuable upon
conversion of the Notes may increase or decrease from time to time.
Fractional shares will not be issued upon conversion of the Notes;
rather, cash will be paid in lieu of fractional shares, if any.
(3) As of March 18, 1998.
(4) As of June 2, 1998.
(5) As of June 6, 1998.
(6) As of April 15, 1998.
Because the Selling Securityholders may, pursuant to this Prospectus,
offer all or some portion of the Notes and Common Stock they presently hold or,
with respect to Common Stock, have the right to acquire upon conversion of such
Notes, no estimate can be given as to the amount of the Notes and Common Stock
that will be held by the Selling Securityholders upon termination of any such
sales. In addition, the Selling Securityholders identified above may have sold,
transferred or otherwise disposed of all or a portion of their Notes and Common
Stock since the date on which they provided the information regarding their
Notes and Common Stock, in transactions exempt from the registration
requirements of the Securities Act. See "Plan of Distribution."
The Company may from time to time, in accordance with the Registration
Rights Agreement, include additional Selling Securityholders in future
supplements to the Prospectus.
The date of this Prospectus Supplement is June 16, 1998.
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