<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 1
to
FORM 8-K/A
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 18, 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 Officers) (Zip Code)
(612) 342-2310
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
This Amendment No. 1 to Form 8-K is being filed to include the unaudited
interim financial statements of Automotive Products Company for the three
months ended March 31, 1996 and 1997. To that end, Item 7. set forth in the
Registrant's Current Report on Form 8-K, dated as of April 18, 1997 (the
"Original Form 8-K"), and as filed with the Commission on May 2, 1997, is
hereby amended and restated in its entirety to read as follows:
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS. The following financial statements are
filed as part of this Form 8-K:
Audited Financial Statements Page
---------------------------- ----
- Report of Independent Public Accountants F-1*
- Combined Balance Sheets as of December 31, 1995
and 1996 F-2*
- Combined Statements of Operations for each of the
three years in the period ended December 31, 1996 F-3*
- Combined Statements of Cash Flows for each of the
three years in the period ended December 31, 1996 F-4*
- Notes to Combined Financial Statements F-5*
Unaudited Interim Financial Statements Page
-------------------------------------- ----
- Condensed Combined Balance Sheet as of
March 31, 1997 IF-1**
- Condensed Combined Statements of Operations
for the three months ended March 31, 1996
and 1997 IF-2**
- Condensed Combined Statements of Cash Flows
for the three months ended March 31, 1996
and 1997 IF-3**
- Notes to Condensed Combined Financial Statements IF-4**
(b) PRO FORMA FINANCIAL INFORMATION. See the attached pro forma
financial information relating to the APC Acquisition and certain
other transactions completed in the year ended December 31,
1996 (pages PF-1 to PF-5)*.
(c) EXHIBITS
2.1 Asset Purchase Agreement, dated January 27, 1997 by and
among A.O. Smith Corporation, A.O. Smith Enterprises Ltd.,
Tower Automotive Acquisition, Inc., Tower Automotive, Inc.
and R.J. Tower Corporation (incorporated by reference to
Exhibit 2.1 of the Company's Form S-3 Registration Statement
(Registration No. 333-21943)).*
23.1 Consent of Arthur Andersen LLP.*
----------------
* Previously filed with the Original Form 8-K.
**Filed herewith.
* * * *
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to Current Report on Form 8-K
to be signed on its behalf by the undersigned thereunto duly authorized.
TOWER AUTOMOTIVE, INC.
DATE: October 16, 1998 BY: /s/ Anthony A. Barone
------------------------------------
NAME: ANTHONY A. BARONE
TITLE: VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER (PRINCIPAL
ACCOUNTING AND FINANCIAL
OFFICER)
<PAGE>
AUTOMOTIVE PRODUCTS COMPANY
(A DIVISION OF A.O. SMITH CORPORATION)
CONDENSED COMBINED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
---- ----
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Accounts receivable, net of reserves of $2,200 and $1,700 $ 68,827 $ 88,540
Inventories 32,883 37,904
Other current assets 61,832 83,718
Deferred income tax benefit 7,600 7,600
--------- ---------
Total current assets 171,142 217,762
Net property, plant and equipment 407,549 430,744
Other assets, net 22,620 28,339
--------- ---------
$ 601,311 $ 676,845
--------- ---------
--------- ---------
LIABILITIES AND PARENT COMPANY INVESTMENT
Current liabilities:
Accounts payable $ 69,485 $ 67,493
Accrued liabilities 37,835 21,419
--------- ---------
Total current liabilities 107,320 88,912
Postretirement benefit obligation 65,677 66,313
Deferred income taxes 29,500 29,500
Other noncurrent liabilities 15,500 15,500
Parent company investment 383,314 476,620
--------- ---------
$ 601,311 $ 676,845
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of these condensed combined
statements.
IF-1
<PAGE>
AUTOMOTIVE PRODUCTS COMPANY
(A DIVISION OF A.O. SMITH CORPORATION)
CONDENSED COMBINED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS - UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1996 1997
---- ----
<S> <C> <C>
Revenues $230,939 $237,298
Cost of sales 204,514 210,874
-------- --------
Gross profit 26,425 26,424
Selling, general and administrative expenses 10,027 9,398
-------- --------
Operating income 16,398 17,026
Interest expense 1,707 2,339
-------- --------
Income before provision for income taxes 14,691 14,687
Provision for income taxes 6,000 6,000
-------- --------
Net income $ 8,691 $ 8,687
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these condensed combined
statements.
IF-2
<PAGE>
AUTOMOTIVE PRODUCTS COMPANY
(A DIVISION OF A.O. SMITH CORPORATION)
CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS - UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------
1996 1997
---- ----
<S> <C> <C>
Operating activities:
Net income $ 8,691 $ 8,687
Adjustments to reconcile net income to net cash provided by
(used in) operating activities-
Depreciation and amortization 12,923 12,599
Changes in other operating items (20,095) (64,672)
-------- --------
Net cash provided by (used in) operating activities 1,519 (43,386)
-------- --------
Investing activities:
Capital expenditures, net (20,694) (35,794)
Investments in unconsolidated subsidiary -- (5,439)
-------- --------
Net cash used in investing activities (20,694) (41,233)
-------- --------
Financing activities:
Advances from parent 19,175 84,619
-------- --------
Net change in cash -- --
Cash:
Beginning of period -- --
-------- --------
End of period $ -- $ --
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these condensed combined
statements.
IF-3
<PAGE>
AUTOMOTIVE PRODUCTS COMPANY
(A DIVISION OF A.O. SMITH CORPORATION)
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
1. During the periods presented, Automotive Products Company (APC or the
Company) was a division of A.O. Smith Corporation (A.O. Smith or Parent).
On January 27, 1997, a wholly owned subsidiary of R.J. Tower Corporation
(R.J. Tower) agreed to acquire and assume substantially all of the assets
and liabilities of APC (the Acquisition). R.J. Tower is a wholly owned
subsidiary of Tower Automotive, Inc. (Tower). The Acquisition was
completed on April 18, 1997. The aggregate purchase price consisted of
approximately $700 million in cash, including an estimate of certain
adjustments associated with the net assets of APC at closing, as defined.
The assets and liabilities of APC as of March 31, 1997 have not been
adjusted to reflect the Acquisition.
The accompanying financial statements reflect the financial position,
operations and cash flows of the operations conducted by APC to be acquired
by R.J. Tower and include the accounts of APC, a division of A.O. Smith, as
well as the following operations:
- The automotive products division of A.O. Smith Enterprises Ltd., a
Canadian corporation and a wholly owned subsidiary of the Parent.
- A.O. Smith do Brasil Industria E. Comerico Ltda., a Brazilian limited
liability company.
All significant intercompany accounts and transactions have been eliminated
in combination.
The accompanying condensed and consolidated financial statements have
been prepared by APC without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. The information
furnished in the condensed consolidated financial statements includes
normal recurring adjustments and reflects all adjustments which are, in
the opinion of management, necessary for a fair presentation of such
financial statements. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. Although the Company believes
that the disclosures are adequate to make the information presented not
misleading, it is suggested that these condensed consolidated financial
statements be read in conjunction with the audited financial statements
and the notes thereto included in Tower's Form 8-K filed on May 2, 1997.
Revenues and operating results for the three months ended March 31, 1997
are not necessarily indicative of the results to be expected for the
full year.
2. Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
---- ----
<S> <C> <C>
Raw materials $ 15,292 $ 13,739
Work in process 23,402 28,162
Finished goods 9,975 12,535
LIFO reserve (15,786) (16,532)
--------- ---------
$ 32,883 $ 37,904
--------- ---------
--------- ---------
</TABLE>
IF-4
<PAGE>
AUTOMOTIVE PRODUCTS COMPANY
(A DIVISION OF A.O. SMITH CORPORATION)
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
3. Supplemental Cash Flow Information (in Thousands):
<TABLE>
<CAPTION>
Three Months
Ended March 31,
-----------------------
1996 1997
---- ----
<S> <C> <C>
Cash paid for -
Interest $ 2,029 $ 3,206
Income taxes 0 136
</TABLE>
IF-6
