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Prospectus Supplement No. 1 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). 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
December 1, 1997 (subject to the qualifications set forth below), (ii) the
maximum amount of Notes which may be offered for the account of such Selling
Securityholder as of December 1, 1997, (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.
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NOTES BENEFICIALLY OWNED COMMON STOCK BENEFICIALLY OWNED
PRIOR TO THE OFFERING PRIOR TO THE OFFERING (1) (2)
--------------------------------------- ----------------------------------
NO. OF
AGGREGATE PRINCIPAL AMOUNT SHARES
PRINCIPAL % OF OF NOTES OFFERED NO. OF % OF OFFERED
NAME OF SELLING SECURITYHOLDER AMOUNT CLASS HEREBY SHARES CLASS HEREBY
- -------------------------------------------- ---------- ------- ---------------- ---------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Advent Capital Management (3). . . . . . . . $ 440,000 * $ 440,000 8,502 * 8,502
BT Alex. Brown (4) . . . . . . . . . . . . . 6,625,000 3.3 6,625,000 128,019 * 128,019
Dean Witter Variable Income
Builder Fund (3). . . . . . . . . . . . . . 300,000 * 300,000 5,797 * 5,797
J.P. Morgan Securities, Inc. (6) . . . . . . 3,210,000 1.6 3,210,000 62,028 * 62,028
Lincoln National Convertible
Securities Fund (4) . . . . . . . . . . . . 2,090,000 1.0 2,090,000 40,386 * 40,386
Lipper Convertibles, L.P. (5). . . . . . . . 4,550,000 2.3 4,550,000 87,922 * 87,922
Lipper Offshore Convertibles, L.P. . . . . . 1,075,000 * 1,075,000 20,772 * 20,772
NatWest Securities Limited . . . . . . . . . 1,500,000 * 1,500,000 28,985 * 28,985
Paloma Securities L.L.C. (6) . . . . . . . . 12,300,000 6.2 12,300,000 237,681 * 237,681
Silverton International Fund Limited (6) . . 8,200,000 4.1 8,200,000 158,454 * 158,454
Smith Barney Inc. (6). . . . . . . . . . . . 2,750,000 1.4 2,750,000 53,140 * 53,140
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<TABLE>
<CAPTION>
NOTES BENEFICIALLY OWNED COMMON STOCK BENEFICIALLY OWNED
PRIOR TO THE OFFERING PRIOR TO THE OFFERING (1) (2)
--------------------------------------- ----------------------------------
NO. OF
AGGREGATE PRINCIPAL AMOUNT SHARES
PRINCIPAL % OF OF NOTES OFFERED NO. OF % OF OFFERED
NAME OF SELLING SECURITYHOLDER AMOUNT CLASS HEREBY SHARES CLASS HEREBY
- ------------------------------------------- ---------- ------- ---------------- ---------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
State Street Bank, as custodian
for GE Pension Trust (3) . . . . . . . . . 1,058,000 * 1,058,000 20,444 * 20,444
United National Insurance (4) . . . . . . . 100,000 * 100,000 1,932 * 1,932
Walker Art Center (4) . . . . . . . . . . . 245,000 * 245,000 4,734 * 4,734
Weirton Trust (4) . . . . . . . . . . . . . 630,000 * 630,000 12,173 * 12,173
------------ ------- --------------- ---------- ------- -----------
Subtotal (7). . . . . . . . . . . . $187,366,000 93.7% $187,366,000 3,888,499 14.5% 3,620,599
Unnamed holders of Notes or
any future transferees, pledgees,
donees or successors of or from
any such unnamed holders (8) . . . . . . . $ 12,634,000 6.3% $ 12,634,000 244,135 1.0% 244,135
------------ ------- --------------- ---------- ------- -----------
Total . . . . . . . . . . . . . . . $200,000,000 100.0% $200,000,000 4,132,634 15.5% 3,864,734
------------ ------- --------------- ---------- ------- -----------
------------ ------- --------------- ---------- ------- -----------
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*Less than one percent.
(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 October 1, 1997.
(4) As of December 11, 1997.
(5) As of December 31, 1997.
(6) As of January 5, 1998.
(7) Includes amounts previously set forth in the Prospectus.
(8) No such holder may offer Notes pursuant to this Prospectus until such
holder is included as a Selling Securityholder in a supplement to the
Prospectus in accordance with the Registration Rights Agreement.
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."
S-2
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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 January 9, 1998.
S-3
