TOWER AUTOMOTIVE INC, S-3, 1998-09-04

TOWER AUTOMOTIVE INC
S-3, 1998-09-04
METAL FORGINGS & STAMPINGS

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 1998

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------

TOWER AUTOMOTIVE, INC.
TOWER AUTOMOTIVE CAPITAL TRUST
(Exact name of Registrant as specified in its charter)

DELAWARE 41-1746238
DELAWARE TO BE APPLIED FOR
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

4508 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402
TELEPHONE: (612) 342-2310
(Address, including zip code, and telephone number, including area code, of
Registrant's principal offices)

SCOTT D. RUED
TOWER AUTOMOTIVE, INC.
4508 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402
TELEPHONE: (612) 342-2310
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

COPIES TO:

DENNIS M. MYERS, ESQ.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
--------------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF SECURITIES TO BE AGGREGATE OFFERING
SECURITY TO BE REGISTERED REGISTERED OFFERING PRICE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Trust Convertible Preferred Securities of
Tower Automotive Capital Trust
("Issuer")............................... 5,175,000 $50(1)(2) $258,750,000 $76,331
Convertible Subordinated Debentures of
Tower Automotive, Inc. ("Tower")......... (3) N/A N/A (4)
Guarantees of Tower........................ (5) N/A N/A (4)
Common Stock of Tower...................... (6)(7) N/A N/A
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)
--------------------------

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE>
(FOOTNOTES TO FEE CALCULATION TABLE)

(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457 of the Securities Act.

(2) Exclusive of accrued interest and distributions, if any.

(3) $258,750,000 in aggregate principal amount of 6 3/4% Convertible
Subordinated Debentures due 2018 (the "Debentures") issued by Tower were
issued and sold to the Issuer in connection with the issuance by the Issuer
of 5,175,000 of its 6 3/4% Trust Convertible Preferred Securities (the
"Preferred Securities"). Debentures may be distributed, under certain
circumstances, to the holders of Preferred Securities for no additional
consideration.

(4) Includes the obligations of Tower under the Guarantee (as defined herein)
and certain back-up undertakings under (i) the Indenture (as defined herein)
pursuant to which the Debentures were issued, (ii) the Debentures and (iii)
the Declaration of Trust of the Issuer (the "Trust Agreement"), including
Tower's obligations under such Indenture and Trust Agreement to pay costs,
expenses, debts and liabilities of the Issuer (other than with respect to
the Preferred Securities and the Common Securities of the Issuer), which in
the aggregate provide a full and unconditional guarantee of amounts due on
the Preferred Securities. No separate consideration will be received for the
Guarantee and such back-up undertakings.

(5) No separate consideration was or will be received by the Company for such
securities and accordingly, no separate consideration is payable pursuant to
Rule 457(i) under the Securities Act.

(6) The Preferred Securities may be exchanged for Debentures, which are
convertible into common stock, $0.01 par value per share, of Tower ("Common
Stock"). Each Preferred Security is convertible at any time after 90 days
following the original issuance thereof at the conversion rate of 1.6280
shares of Common Stock for each Preferred Security, subject to adjustment in
certain circumstances. Shares of Common Stock issued upon conversion of the
Preferred Securities will be issued without the payment of additional
consideration.

(7) Includes such additional Common Stock as may be issuable upon conversion as
a result of the anti-dilution provisions of the Indenture (as defined
herein).
<PAGE>
SUBJECT TO COMPLETION, DATED SEPTEMBER 4, 1998
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS

TOWER AUTOMOTIVE CAPITAL TRUST

6 3/4% TRUST CONVERTIBLE PREFERRED SECURITIES

(LIQUIDATION PREFERENCE $50 PER PREFERRED SECURITY)
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY,
AND CONVERTIBLE INTO COMMON STOCK OF,

TOWER AUTOMOTIVE, INC.

This Prospectus relates to the 6 3/4% Trust Convertible Preferred Securities
(the "Preferred Securities"), which represent preferred undivided beneficial
interests in the assets of Tower Automotive Capital Trust, a statutory business
trust created under the laws of the State of Delaware (the "Issuer" or the
"Trust"), and the shares of common stock, $0.01 par value per share (the "Common
Stock"), of Tower Automotive, Inc., a Delaware corporation (the "Company" or
"Tower"), issuable upon conversion of the Preferred Securities. The Preferred
Securities were issued and sold (the "Original Offering") on June 9, 1998 (the
"Original Offering Date") to the Initial Purchasers (as defined herein) and were
simultaneously sold by the Initial Purchasers in transactions exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), in the United States to persons reasonably believed to be
qualified institutional buyers ("QIBs") as defined in Rule 144A under the
Securities Act. The Company owns all of the beneficial interests in the assets
of the Issuer represented by the common securities of the Issuer (the "Common
Securities", and, together with the Preferred Securities, the "Trust
Securities"). The Issuer exists for the sole purpose of issuing the Preferred
Securities and the Common Securities and investing the proceeds thereof in
6 3/4% Convertible Subordinated Debentures due June 30, 2018 (the "Debentures"),
issued by the Company. The Preferred Securities have a preference under certain
circumstances with respect to cash distributions and amounts payable on
liquidation, redemption or otherwise over the Common Securities. See
"Description of the Preferred Securities--Subordination of Common Securities."

The Preferred Securities, the Common Stock issuable upon conversion of the
Preferred Securities, the Guarantee (as defined below) and the Debentures
(collectively the "Offered Securities") may be offered and sold from time to
time by the holders named herein or by their transferees, pledgees, donees or
their successors (collectively, the "Selling Holders") pursuant to this
Prospectus. The Offered Securities may be sold by the Selling Holders from time
to time directly to purchasers or through agents, underwriters or dealers. See
"Selling Holders" and "Plan of Distribution." If required, the names of any such
agents or underwriters involved in the sale of the Offered Securities and the
applicable agent's commission, dealer's purchase price or underwriter's
discount, if any, will be set forth in an accompanying supplement to this
Prospectus (the "Prospectus Supplement"). The Selling Holders will receive all
of the net proceeds from the sale of the Offered Securities and will pay all
underwriting discounts, selling commissions and transfer taxes, if any,
applicable to any such sale. The Company is responsible for payment of all other
expenses incident to the registration of the Offered Securities. The Selling
Holders and any broker-dealers, agents or underwriters that participate in the
distribution of the Offered Securities may be deemed to be "underwriters" within
the meaning of the Securities Act, and any commission received by them and any
profit on the resale of the Offered Securities purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act. See "Plan
of Distribution" for a description of certain indemnification arrangements.

Each Preferred Security is convertible at any time after 90 days following
the Original Offering Date in the manner described herein at the option of the
holder into shares of Common Stock at the rate of 1.6280 shares of Common Stock
for each Preferred Security (equivalent to a conversion price of $30.713 per
share of Common Stock), subject to adjustment in certain circumstances. See
"Description of the Preferred Securities--Conversion Rights" and "Description of
the Capital Stock." The last reported sale price of Common Stock, which is
listed under the symbol "TWR" on the New York Stock Exchange ("NYSE"), on
September 3, 1998 was $16 1/16 per share.

Holders of the Preferred Securities are entitled to receive preferential
cumulative cash distributions from the Issuer at an annual rate of 6 3/4% of the
liquidation preference of $50 per Preferred Security accruing from the date of
Original Offering Date and payable, unless deferred, quarterly in arrears on
March 31, June 30, September 30, and December 31 of each year, commencing
September 30, 1998 ("Distributions"). The distribution rate and the distribution
and other payment dates for the Preferred Securities correspond to the interest
rate and interest and other payment dates in the Debentures, which are the sole
assets of the Issuer. As a result, if principal or interest is not paid on the
Debentures, no amounts will be paid with respect to the Preferred Securities.

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS
TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE OFFERED SECURITIES.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is September , 1998.
<PAGE>
The Company has the right to defer payment of interest on the Debentures at
any time or from time to time for a period not exceeding 20 consecutive quarters
with respect to each deferral period (each, an "Extension Period"), provided
that no Extension Period may extend beyond the stated maturity of the
Debentures. Upon the termination of any such Extension Period and the payment of
all amounts then due on any Interest Payment Date (as defined herein), the
Company may elect to begin a new Extension Period subject to the requirements
described herein. If interest payments on the Debentures are so deferred,
Distributions on the Preferred Securities will also be deferred and the Company
will not be permitted, subject to certain exceptions described herein, to
declare or pay any cash distributions with respect to the Company's capital
stock or debt securities that rank PARI PASSU with or junior to the Debentures.

During an Extension Period, interest on the Debentures will continue to
accrue (and the amount of Distributions to which holders of the Preferred
Securities are entitled will accumulate at 6 3/4% per annum, compounded
quarterly) and holders of Preferred Securities will be required to recognize
interest income for United States Federal income tax purposes. See "Description
of the Debentures--Option to Extend Interest Payment Period" and "Certain
Federal Income Tax Consequences--Interest Income and Original Issue Discount."

Except as provided below, the Preferred Securities may not be redeemed by
the Issuer prior to June 30, 2001. The Preferred Securities are subject to
redemption, in whole or in part, on or after such date, at the redemption prices
set forth herein, upon any redemption by the Company of Debentures. See
"Description of the Preferred Securities-- Optional Redemption". In addition,
the Preferred Securities are subject to mandatory redemption upon the repayment
at maturity or as a result of acceleration of the Debentures. See "Description
of the Preferred Securities-- Mandatory Redemption".

Under certain circumstances following the occurrence of a Trust Special
Event (as defined herein), the Preferred Securities are also subject to (i)
exchange, at the option of the Trust in the manner described herein, for the
Debentures (see "Description of the Preferred Securities--Trust Special Event
Exchange or Redemption"), and (ii) redemption, in whole or in part, on or after
June 30, 2001, if such Trust Special Event constitutes a Trust Tax Event (as
defined herein). At any time, Tower will have the right to terminate the Trust
and cause the Debentures to be distributed to the holders of the Preferred
Securities in liquidation of the Trust. See "Description of the Preferred
Securities--Mandatory Redemption" and "--Distribution of Debentures."

The Company has, through the Guarantee, the Declaration, the Indenture
(each, as defined herein) and the Debentures, taken together, fully, irrevocably
and unconditionally guaranteed all of the Issuer's obligations under the
Preferred Securities. See "Description of the Guarantee," "Tower Automotive
Capital Trust" and "Description of the Debentures," respectively. The Guarantee
of the Company guarantees the payment of Distributions and payments on
liquidation or redemption of the Preferred Securities, but only in each case to
the extent of funds held by the Issuer, as described herein (the "Guarantee").
If the Company does not make interest payments on the Debentures held by the
Issuer as a result of the Company's election to defer payment of interest during
an Extension Period, or otherwise, the Issuer will have insufficient funds to
pay Distributions on the Preferred Securities. The Guarantee does not cover
payment of Distributions when the Issuer does not have sufficient funds to pay
such Distributions. The obligations of the Company under the Guarantee are
subordinate and junior in right of payment to all other liabilities of the
Company and will rank PARI PASSU with the most senior preferred stock, if any,
issued from time to time by the Company and any guarantee now or hereafter
entered into by the Company in respect of any preferred or preference stock of
any affiliate of the Company. See "Description of the
Debentures--Subordination".

The Company's obligations under the Debentures are subordinate and junior in
right of payment to all Senior Debt (as defined herein) of the Company. At June
30, 1998, the Company had outstanding Senior Debt aggregating approximately
$200.0 million, which would have ranked senior to the Company's obligations
under the Guarantee and the Debentures. See "Risk Factors--Ranking of
Subordinate Obligations under the Guarantee and the Debentures." The term
"Senior Debt" is generally defined to mean any indebtedness of the Company for
money borrowed, except for trade credit and any such indebtedness that is by its
terms subordinated to or PARI PASSU with the Debentures, as the case may be. See
"Description of the Debentures--Subordination." The Company's obligations under
the Guarantee and the Debentures are also effectively subordinated to all
existing and future obligations of the Company's subsidiaries. At June 30, 1998,
the Company's subsidiaries had aggregate liabilities of $887.9 million
(including trade payables). See "Risks Factors--Structural Subordination."

In the event of the dissolution of the Issuer, after satisfaction of the
creditors of the Issuer as provided by applicable law, the holders of the
Preferred Securities will be entitled to receive a liquidation preference of $50
per Preferred Security plus accumulated and unpaid Distributions thereon to the
date of payment, which may be in the form of a distribution of such amount in
Debentures, subject to certain exceptions. See "Description of the Preferred
Securities--Liquidation Distribution upon Dissolution."

i
<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and information
filed by the Company with the Commission pursuant to the informational
requirements of the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at Seven World Trade Center, 13th Floor, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may be obtained at prescribed rates by
writing the Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such material may also be accessed electronically by
means of the Commission's home page on the Internet at http:// www.sec.gov. Any
reports, proxy statements and other information filed with the Commission prior
to February 19, 1997 can be inspected at the offices of the Nasdaq National
Market, 1735 K Street, N.W., Washington, D.C. 20006. Reports, proxy statements
and other information filed with the Commission after such date are available
for inspection at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005.

Each of Tower and the Issuer has agreed that, if and for so long as Tower or
the Issuer is not subject to the informational requirements of Section 13 or
15(d) of the Exchange Act at any time while the Preferred Securities constitute
"restricted securities" within the meaning of the Securities Act, Tower or the
Issuer, as the case may be, will furnish to holders and beneficial owners of the
Preferred Securities and to prospective purchasers designated by such holders
the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act to permit compliance with Rule 144A.

No separate financial statements of the Issuer have been included herein.
The Company does not consider that such financial statements would be material
to holders of Preferred Securities because (i) all of the voting securities of
the Issuer will be owned, directly or indirectly, by the Company, a reporting
company under the Exchange Act, (ii) the Issuer has no independent operations
and exists for the sole purpose of issuing securities representing undivided
beneficial interests in the assets of the Issuer and investing the proceeds
thereof in the Debentures issued by the Company and (iii) the obligations of the
Issuer under the Preferred Securities are fully and unconditionally guaranteed
by the Company. See "Tower Automotive Capital Trust," "Description of the
Guarantee" and "Description of the Debentures."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this Prospectus
and shall be deemed to be a part hereof:

1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (Commission File No. 1-12733), as amended by the
Company's Amendment No. 1 to form 10-K/A, filed with the Commission on
June 30, 1998.

2. The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1998 (Commission File No. 1-12733).

3. The Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1998 (Commission file No. 1-12733).

4. The Company's Current Report on Form 8-K, dated April 11, 1997, as
amended (Commission File No. 1-12733).

5. The Company's Current Report on Form 8-K, dated May 2, 1997 (Commission
File No. 1-12733).

6. The Company's Current Report on Form 8-K, dated October 23, 1997
(Commission File No. 1-12733).

ii
<PAGE>
7. The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed on February 11, 1997.

All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the Offering shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from their respective
dates of filing. Any statement contained herein or in any document incorporated
or deemed to be incorporated shall be deemed to be modified or superseded for
all purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The discussion of the Company's investment in Caterina and the stock split
referred to herein should be read in conjunction with the audited financial
statements of Tower incorporated herein by reference.

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF
THIS PROSPECTUS HAS BEEN DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON,
A COPY OF ANY AND ALL OF THE INFORMATION THAT HAS BEEN INCORPORATED BY REFERENCE
IN THIS PROSPECTUS (OTHER THAN EXHIBITS THERETO, UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THIS PROSPECTUS
INCORPORATES). REQUESTS SHOULD BE DIRECTED TO: TOWER AUTOMOTIVE, INC., 4508 IDS
CENTER, MINNEAPOLIS, MINNESOTA 55402, ATTENTION: SHAREHOLDER SERVICES (TELEPHONE
NUMBER (612) 342-2310).

iii
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS. UNLESS THE CONTEXT INDICATES
OTHERWISE, AS USED IN THIS PROSPECTUS THE TERM "COMPANY" OR "TOWER" REFERS TO
TOWER AUTOMOTIVE, INC., AND, WHERE APPLICABLE, ITS CONSOLIDATED SUBSIDIARIES AND
THEIR RESPECTIVE PREDECESSORS. THE TERM "PARENT" IS USED HEREIN TO REFER TO
TOWER AUTOMOTIVE, INC., EXCLUSIVE OF ITS SUBSIDIARIES. ALL SHARE AND PER SHARE
DATA INCLUDED HEREIN HAVE BEEN ADJUSTED TO REFLECT A TWO-FOR-ONE STOCK SPLIT
EFFECTIVE JULY 15, 1998.

THE COMPANY

GENERAL

The Company is a leading designer and producer of structural components and
assemblies used by the major automotive original equipment manufacturers
("OEMs"), including Ford, Chrysler, General Motors, Honda, Toyota, Nissan,
Mazda, Fiat, BMW, Volkswagen and Mercedes. The Company's current products
include large structural stampings and assemblies, such as body pillars, full
frame assemblies, chassis, suspension and floor pan components and engineered
assemblies, such as hood and deck lid hinges and brake components. The Company
believes it is the largest independent supplier of structural components and
assemblies to the automotive market (based on net revenues).

Since its inception in April 1993, the Company's revenues have grown rapidly
through a focused strategy of internal growth and a highly disciplined
acquisition program. During the last five years, the Company has successfully
completed seven acquisitions and established joint ventures in Mexico and
Brazil. As a result of such acquisitions and internal growth, the Company's
revenues have increased from approximately $86 million in 1993 to approximately
$1.5 billion in 1997 on a pro forma basis, representing a compound annual growth
rate of approximately 104%.

The Company operates in the large and highly fragmented structural segment
of the automotive supply industry, which has continued to undergo significant
consolidation. In order to lower costs and improve quality, OEMs are reducing
their supplier base by awarding sole-source contracts to full-service suppliers
who are able to supply larger portions of a vehicle on a global basis. OEMs'
criteria for supplier selection include not only cost, quality and
responsiveness, but also full-service design, engineering and program management
capabilities. OEMs are increasingly seeking suppliers capable of providing
complete systems or modules rather than suppliers who only provide separate
component parts. In addition, OEMs are increasingly requiring their suppliers to
have the capability to design and manufacture their products in multiple
geographic markets. As a full-service supplier with strong OEM relationships,
the Company expects to continue to benefit from these trends within the
structural segment of the automotive supply industry.

The Company's principal executive offices are located at 4508 IDS Center,
Minneapolis, Minnesota 55402, and its telephone number is (612) 342-2310.

1
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THE OFFERING

<TABLE>
<S> <C>
Issuer............................ Tower Automotive Capital Trust, a Delaware statutory
business trust. The sole assets of the Trust is the
6 3/4% Subordinated Convertible Debentures due 2018 of
the Company.

Securities Offered................ 6 3/4% Trust Convertible Preferred Securities, Common
Stock, Guarantee and Debentures.

Liquidation Amount................ $50 per Preferred Security, and all accumulated and
unpaid distributions. See "Description of the Preferred
Securities-- Liquidation Distribution Upon Dissolution."

Distributions..................... Distributions on the Preferred Securities will
accumulate from the Original Offering Date and are
payable at the annual rate of 6 3/4% of the liquidation
amount of $50 per Preferred Security (equivalent to
$3.375 per Preferred Security per annum) if, as and when
the Trust has funds available for payment. Distribu-
tions are payable quarterly in arrears on each March 31,
June 30, September 30 and December 31, commencing
September 30, 1998. Distributions not made on the
scheduled payment date will accumulate and compound
quarterly at a rate per annum equal to 6 3/4%.

The ability of the Trust to pay distributions on the
Preferred Securities is entirely dependent on its
receipt of payments with respect to the Debentures held
by the Trust. The Debentures provide that payments of
interest may be deferred at any time, and from time to
time, by Tower for a period not exceeding 20 consecutive
quarters. See "--Debentures," "Risk Factors--
Restrictions on Certain Payments; Tax Consequences" and
"Description of the Preferred
Securities--Distributions."

Rights Upon Non-Payment of
Distributions and Certain
Defaults; Covenants of
Company......................... If, at any time, Tower or any successor is in default on
any of its obligations under the Guarantee, then the
Trust Guarantee Trustee (as defined herein), as the
holder of the Guarantee, shall have the right to enforce
such Guarantee, including the right to enforce the
covenant restricting certain payments by Tower described
below.

In the Guarantee, the Company has agreed that if (a) for
any distribution period, full distributions on a
cumulative basis on any Preferred Securities or Common
Securities (collectively, the "Trust Securities") have
not been paid, (b) an event of default has occurred and
is continuing under the Subordinated Indenture (a
"Debenture Event of Default"), (c) the Company is in
default of its obligations under the Guarantee or the
guarantee of the Common Securities (together with the
Guarantee, the "Guarantees") or (d) notice of an
Extension Period has been given and shall not have been
rescinded or such Extension Period is continuing, then,
during such period the Company
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
shall not (i) declare or pay dividends on, make
distributions with respect to, or redeem, purchase or
acquire, or make a liquidation payment with respect to
any of its capital stock (except for dividends or
distributions in shares of, or options, warrants or
rights to subscribe for or purchase shares of, its
capital stock and conversions or exchanges of common
stock of one class into common stock of another class
and redemptions or purchases of any rights pursuant to a
rights agreement and the issuance of capital stock
pursuant to such rights) or (ii) make any payments of
principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities (including
guarantees of indebtedness for money borrowed) of the
Company that rank PARI PASSU with or junior to the
Debentures (other than (u) any redemption, liquidation,
interest, principal or guarantee payment by the Company
where the payment is made by way of securities
(including capital stock) that rank PARI PASSU with or
junior to the securities on which such redemption,
liquidation, interest, principal or guarantee payment is
being made, (v) payments under the Guarantees, (w)
purchases of Common Stock related to the issuance of
Common Stock under any of the Company's benefit plans
for its directors, officers or employees, (x) as a
result of a reclassification of the Company's capital
stock or the exchange or conversion of one series or
class of the Company's capital stock for another series
or class of the Company's capital stock, (y) the
purchase of fractional interests in shares of the
Company's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the
security being converted or exchanged and (z)
redemptions or purchases of any rights pursuant to a
rights agreement and the issuance of capital stock
pursuant to such rights). See "Description of the
Guarantee-- Certain Covenants of Tower."

Conversion into Common Stock...... Each Preferred Security is convertible at any time after
90 days following the Original Offering Date through the
close of business on the Business Day (as defined
herein) prior to the date of redemption (the "Conversion
Expiration Date") at the option of the holder into
shares of Common Stock at the conversion rate of 1.6280
shares of Common Stock for each Preferred Security
(equivalent to a conversion price of $30.713 per share
of Common Stock), subject to adjustment in certain
circumstances. A holder of Preferred Securities wishing
to exercise its conversion right shall surrender any or
all of such Preferred Securities, together with an
irrevocable conversion notice (or if Preferred
Securities are then evidenced by a global certificate,
such holder must only deliver a conversion notice), to
the person then serving as the conversion agent acting
on behalf of the holders of Preferred Securities (in
such capacity, the "Conversion Agent"), and the
Conversion Agent will exchange the Preferred Securities
for a portion (the principal amount of which is equal to
the aggregate liquidation amount of the Preferred
Securities being so converted) of the Debentures held by
the Property Trustee
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(as defined herein) and immediately convert such
Debentures into Common Stock. Except possibly to the
extent attributable to accumulated and unpaid interest
on the Debentures and cash paid in lieu of fractional
shares of Common Stock, a holder should not recognize
gain or loss upon the exchange through the Conversion
Agent of the Preferred Securities for a proportionate
share of the Debentures, followed immediately by the
conversion of the Debentures into Common Stock. See
"Certain Federal Income Tax Consequences--Conversion of
Preferred Securities into Common Stock."

Redemption........................ The Preferred Securities are redeemable for cash, at the
option of the Trust, in whole or in part, from time to
time on or after June 30, 2001 at the prices specified
herein. See "Description of Preferred
Securities--Optional Redemption." The Preferred
Securities are also redeemable upon the repayment either
at maturity of the Debentures or as a result of the
acceleration of the Debentures upon an event of default,
at a redemption price of $50 per Preferred Security
together with accumulated and unpaid distributions
thereon to the date of redemption. See "Description of
Preferred Securities--Mandatory Redemption." If at any
time prior to the Conversion Expiration Date, less than
10% of the Debentures remain outstanding, such
Debentures will be redeemable at the option of Tower, in
whole but not in part, at a redemption price equal to
the aggregate principal amount thereof, plus accrued and
unpaid interest due thereon, and the proceeds of such
redemption will be applied by the Property Trustee to
redeem outstanding Trust Securities at a redemption
price of $50 per Trust Security, together with accu-
mulated and unpaid distributions thereon to the date of
redemption. See "Description of the Preferred
Securities--Events of Default; Notice" and "--Optional
Redemption."

Trust Special Event Exchange or
Redemption...................... Upon the occurrence of a Trust Tax Event (as defined
herein) or a Trust Investment Company Event (as defined
herein), the Regular Trustees (as defined herein) shall
direct the Conversion Agent to exchange all outstanding
Preferred Securities for Debentures and to terminate the
Trust; provided that, in the case of a Trust Tax Event,
Tower shall have the right to direct that less than all
of the Preferred Securities be so exchanged if and for
so long as tower shall have elected to pay Additional
sums (as defined herein) such that the amounts received
by the holders of Preferred Securities that remain
outstanding are not reduced thereby and shall not have
revoked any such election or failed to make such
payments. Upon the occurrence of a Trust Tax Event, the
Debentures may be redeemed by Tower on or after June 30,
2001 at 100% of the principal amount thereof, plus
accrued and unpaid interest thereon. In the event the
Debentures are redeemed by Tower, the Preferred
Securities will be redeemed by the Regular Trustees at
$50 per Preferred Security, together with accumulated
and unpaid distributions
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thereon through the date of redemption. See "Description
of the Preferred Securities--Trust Special Event
Exchange or Redemption."

Distribution of Debentures........ At any time, Tower will have the right to dissolve the
Trust and, after satisfaction of the liabilities of
creditors of the Trust as provided by applicable law,
cause the Debentures to be distributed to the holders of
the Preferred Securities in liquidation of the Trust.
See "Description of the Preferred Securities--Distri-
bution of the Debentures."

Guarantee......................... Pursuant to the Guarantee, the Company will irrevocably
guarantee, on a subordinated basis, to the extent set
forth herein, the payment in full of (i) any accumulated
and unpaid distributions on the Preferred Securities to
the extent of funds of the Trust available therefor,
(ii) the amount payable upon redemption of the Preferred
Securities to the extent of funds of the Trust available
therefor and (iii) generally, the liquidation amount of
the Preferred Securities to the extent of the assets of
the Trust available for distribution to holders of
Preferred Securities. See "Description of the
Guarantee."

The Company's obligation under the Guarantee is
subordinate and junior in right of payment to all other
liabilities of the Company and ranks PARI PASSU with the
most senior preferred stock, if any, issued from time to
time by Tower.

Voting Rights..................... Holders of Preferred Securities generally have limited
voting rights relating only to the modification of the
Preferred Securities. Holders of Preferred Securities
are not entitled to vote to appoint, remove or replace
the Regular Trustees or the Delaware Trustee, which
voting rights are vested exclusively in Tower as holder
of the Common Securities. The holders of a majority in
aggregate liquidation amount of the Preferred Securities
will, however, have the right to direct the time, method
and place of conducting any proceeding for any remedy
available to the Property Trustee, or direct the
exercise of any power conferred upon the Property
Trustee under the Declaration, including the right to
direct the Property Trustee as holder of the Debentures
(i) to exercise the remedies available to it under the
Subordinated Indenture as holder of the Debentures and
(ii) to consent to any amendment, modification or
termination of the Subordinated Indenture or the
Debentures, where such consent shall be required. See
"Description of the Preferred Securities--Voting Rights;
--Amendment of the Declaration."

Debentures........................ The Debentures have a maturity of 20 years from the
Original Offering Date and bear interest at the rate of
6 3/4% per annum payable quarterly in arrears. Tower has
the right from time to time to defer the payment of
interest for a period not exceeding 20 consecutive
quarters (during which period interest will compound
quarterly with respect to each Extension Period), pro-
vided that no such deferral of interest payments may
extend
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beyond the stated maturity of the Debentures.
Accordingly, distribution payments on the Preferred
Securities may not be deferred beyond the stated
maturity of the Debentures. If Tower defers interest
payments longer than one quarter, subject to certain
exceptions, it will be prohibited from paying dividends
on any of its capital stock and making certain other
restricted payments until quarterly interest payments
are resumed and all accumulated and unpaid interest on
the Debentures is brought current. Tower will have the
right to make partial payments of such interest during
an Extension Period.

The Debentures are convertible into shares of Common
Stock at the option of the holders thereof at the
conversion rate of 1.6280 shares of Common Stock for
each $50 in principal amount of Debentures (equivalent
to a conversion price of $30.713 per share of Common
Stock), subject to certain adjustments set forth herein.
So long as Preferred Securities remain outstanding,
Tower will covenant not to convert Debentures except
pursuant to a notice of conversion delivered to the
Conversion Agent by a holder of Preferred Securities.

In addition, on and after June 30, 2001, the Debentures
are redeemable at the option of Tower at any time, in
whole or in part, at the redemption prices set forth
herein, together with accrued and unpaid interest to the
date fixed for redemption. See "Description of the
Debentures--Optional Redemption." The Debentures are
also redeemable, in whole or in part, upon the
occurrence and continuation of a Trust Tax Event. See
"Description of the Preferred Securities--Trust Special
Event Exchange or Redemption" and "Description of the
Debentures--Optional Redemption."

The payment of the principal of and interest on the
Debentures is subordinated in right of payment to all
Senior Debt of Tower. At June 30, 1998, the Company had
outstanding Senior Debt aggregating approximately $200.0
million. The Company's obligations under the Debentures
are also effectively subordinated to all existing and
future obligations of the Company's subsidiaries. At
June 30, 1998, the Company's subsidiaries had aggregate
liabilities of $887.9 million (including trade
payables). See "Risk Factors--Ranking of Subordinate
Obligations under the Guarantee and the Debentures" and
"--Structural Subordination." While the Preferred
Securities are outstanding, the Property Trustee will
not have the right to amend the Subordinated Indenture
or the terms of the Debentures in a way that adversely
affects the holders of the Preferred Securities or to
waive a Debenture Event of Default without the consent
of holders of at least a majority in aggregate
liquidation amount of the Preferred Securities and, in
certain cases, the Common Securities then outstanding.
See "Description of the Debentures--Modification of the
Subordinated Indenture."
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Use of Proceeds................... The Selling Holders will receive all of the proceeds
from any sale of the Offered Securities. Neither the
Company nor the Issuer will receive any proceeds from
the sale of the Offered Securities or upon conversion of
the Preferred Securities.

Selling Holders................... The Preferred Securities were originally issued and sold
to Donaldson, Lufkin & Jenrette Securities Corporation,
Robert W. Baird & Co. Incorporated, Merrill Lynch & Co.,
and PaineWebber Incorporated (the "Initial Purchasers"),
and were simultaneously sold by the Initial Purchasers
in transactions exempt from the registration
requirements of the Securities Act to persons reasonably
believed to be QIBs. The Selling Holders may from time
to time offer and sell pursuant to this Prospectus any
or all of the Offered Securities.

Global Certificate................ The Preferred Securities are represented by a global
certificate registered in the name of Cede, as nominee
for DTC. Beneficial interests in the Preferred
Securities are evidenced by, and transfers thereof are
effected only through, records maintained by the
participants in DTC. Except as described herein,
Preferred Securities in certificated form will not be
issued in exchange for the global certificate or
certificates. See "Description of the Preferred
Securities--Form, Transfer, Exchange and Book-Entry
Procedures."

Trading........................... The Preferred Securities are not listed on any national
stock exchange nor are they traded on any
over-the-counter market. The Common Stock is traded on
the NYSE under the symbol "TWR."

Risk Factors...................... Prospective purchasers of Preferred Securities should
carefully consider the specific risk factors relating to
an investment in the Preferred Securities. See "Risk
Factors."
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RISK FACTORS

IN ANALYZING AN INVESTMENT IN THE PREFERRED SECURITIES OFFERED HEREBY,
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, ALONG WITH THE OTHER MATTERS
REFERRED TO HEREIN, THE RISK FACTORS DESCRIBED BELOW.

RISK FACTORS RELATING TO THE PREFERRED SECURITIES

RANKING OF SUBORDINATE OBLIGATIONS UNDER THE GUARANTEE AND THE DEBENTURES

The obligations of the Parent under the Guarantee issued by the Parent for
the benefit of the holders of Preferred Securities are unsecured and rank
subordinate and junior in right of payment to all other liabilities of the
Parent and PARI PASSU with the most senior preferred stock, if any, issued from
time to time by the Parent. The obligations of the Parent under the Debentures
are subordinate and junior in right of payment to all present and future Senior
Debt. At June 30, 1998, the Parent had outstanding approximately $200.0 million
of Senior Debt. The ability of the Trust to pay amounts due on the Preferred
Securities is solely dependent upon the Parent making payments on the Debentures
as and when required. None of the Subordinated Indenture, the Guarantee or the
Declaration places any limitation on the amount of secured or unsecured debt,
including Senior Debt, that may be incurred by the Parent and its subsidiaries.
See "Description of the Guarantee--Status of the Guarantee" and "Description of
the Debentures--Subordination."

STRUCTURAL SUBORDINATION

The Parent is a holding company and its assets consists primarily of
investments in its subsidiaries. The Debentures are obligations of the Parent
exclusively. Since substantially all of the Parent's operations are conducted
through subsidiaries, all of the Parent's cash flow and, consequently, its
ability to service debt, including the Debentures, is dependent upon the
earnings of its subsidiaries and the transfer of funds by those subsidiaries to
the Parent in the form of dividends or other transfers, supplemented with
borrowings. The ability of these subsidiaries to pay dividends to the Parent in
the future is subject to restrictions contained in indentures and other
financing agreements by which such subsidiaries are bound.

In addition, creditors of the Parent's subsidiaries would be entitled to a
claim on the assets of such subsidiaries prior to any claims by the Parent.
Consequently, in the event of a liquidation or reorganization of any subsidiary,
creditors of such subsidiary are likely to be paid in full before any
distribution is made to the Parent, except to the extent that the Parent itself
is recognized as a creditor of such subsidiary, in which case the claims of the
Parent would still be subordinate to any security interest in the assets of such
subsidiary and any indebtedness of such subsidiary senior to that held by the
Parent. At June 30, 1998, the Company's subsidiaries had aggregate liabilities
of approximately $887.9 million (including trade payables). See "Description of
the Preferred Securities--Distributions" and "Description of the Debentures--
Option to Extend Interest Payment Period."

OPTION TO EXTEND INTEREST PAYMENT PERIOD; TAX CONSEQUENCES; TRADING PRICE

So long as there is no continuing event of default under the Debentures,
Tower has the right under the Subordinated Indenture to defer the payment of
interest on the Debentures beyond the regular quarterly period (the "Interest
Payment Period") at any time or from time to time for a period not exceeding 20
consecutive quarters, provided that no such Extension Period may extend beyond
the stated maturity of the Debentures. Upon the termination of any Extension
Period and the payment on the Interest Payment Date (as defined herein)
coinciding with or next following the end of such Extension Period (whichever is
earlier) of all amounts then due to the persons in whose names the Debentures
are registered at the close of business on the regular record date next
preceding such Interest Payment Date, Tower may select a new Extension Period
and terminate the payments of all amounts then due subject to the requirements
described herein. As a consequence of any such deferral, quarterly distributions
on the Preferred Securities

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<PAGE>
by the Trust will be deferred (and the amount of distributions to which holders
of the Preferred Securities are entitled will accumulate additional
distributions) during any such Extension Period.

Should an Extension Period occur, a holder of Preferred Securities will
continue to accrue income (in the form of original issue discount ("OID")) in
respect of its PRO RATA share of the deferred interest allowable to the
Debentures held by the Trust for United States federal income tax purposes. As a
result, a holder of Preferred Securities will include such income in gross
income for United States federal income tax purposes in advance of the receipt
of cash, and will not receive the cash related to such income from the Trust if
the holder disposes of the Preferred Securities prior to the record date for the
payment of distributions. See "Certain Federal Income Tax Consequences--Interest
Income and Original Issue Discount." Moreover, if a holder of Preferred
Securities converts its Preferred Securities into Common Stock during an
Extension Period, the holder will not receive any cash related to the deferred
distribution. See "Description of the Preferred Securities--Distributions."

Tower has no current intention of invoking an Extension Period. Should Tower
elect to exercise such right in the future, however, the market price of the
Preferred Securities is likely to be affected. A holder that disposes of its
Preferred Securities during an Extension Period, therefore, might not receive
the same return on its investment as a holder that continues to hold its
Preferred Securities. In addition, as a result of the existence of Tower's right
to invoke an Extension Period, the market price of the Preferred Securities
(which represent preferred undivided beneficial interests in the Debentures) may
be more volatile than the market prices of other securities that are not subject
to such deferrals.

TRUST SPECIAL EVENT EXCHANGE OR REDEMPTION

Under certain circumstances following the occurrence and continuation of a
Trust Special Event (as defined herein), the Preferred Securities are also
subject to (i) exchange in whole or in part, in the manner described herein, for
the Debentures, which exchange will result in termination of the Trust and (ii)
in the case of a Trust Tax Event (as defined herein), redemption in whole or in
part, on or after June 30, 2001. See "Description of the Preferred
Securities--Trust Special Event Exchange or Redemption."

There can be no assurance as to the market prices for Preferred Securities
or Debentures that may be distributed in exchange for Preferred Securities if a
liquidation of the Trust occurs or if the Preferred Securities are exchanged for
Debentures in connection with a Trust Special Event. Accordingly, the Preferred
Securities that an investor may purchase, whether pursuant to the offer made
hereby or in the secondary market, or the Debentures that a holder of Preferred
Securities may receive on liquidation of the Trust, may trade at a discount to
the price that the investor paid to purchase the Preferred Securities offered
hereby. Because holders of Preferred Securities may receive Debentures on
dissolution of the Trust or if the Preferred Securities are exchanged for
Debentures in connection with a Trust Special Event, prospective purchasers of
Preferred Securities are also making an investment decision with regard to the
Debentures and should carefully consider all of the information contained herein
regarding the Debentures. See "Description of the Preferred Securities--Trust
Special Event Exchange or Redemption" and "Description of the
Debentures--General."

LIMITATIONS OF THE GUARANTEE

Pursuant to the Guarantee, the Parent guarantees on a subordinated basis to
the holders of the Preferred Securities the following payments, to the extent
not paid by the Trust: (i) any accumulated and unpaid distributions required to
be paid on the Preferred Securities to the extent that the Trust has funds on
hand available therefor at such time; (ii) the redemption price with respect to
any Preferred Securities called for redemption to the extent that the Trust has
funds on hand available therefor at such time; and (iii) upon a voluntary or
involuntary termination, dissolution, winding-up or liquidation of the Trust
(unless the Debentures are distributed to holders of the Preferred Securities),
the lesser of (a) the aggregate of the liquidation amount of the Preferred
Securities and all accumulated and unpaid distributions thereon to the

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date of payment to the extent that the Trust has funds on hand available
therefor at such time and (b) the amount of assets of the Trust remaining
available for distribution to holders of the Preferred Securities in liquidation
of the Trust.

Pursuant to the Guarantee, the Parent agrees that it will honor all
obligations described therein relating to the conversion or exchange of the
Preferred Securities into or for Common Stock or Debentures.

The holders of a majority in aggregate liquidation amount of the Preferred
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trust Guarantee Trustee (as defined
herein) in respect of the Guarantee or to direct the exercise of any trust power
conferred upon the Trust Guarantee Trustee under the Guarantee. If the Trust
Guarantee Trustee fails to enforce the Guarantee, any holder of Preferred
Securities may institute a proceeding directly against the Parent to enforce its
rights under the Guarantee without first instituting a proceeding against the
Trust, the Trust Guarantee Trustee or any other person or entity. If the Parent
were to default on its obligation to pay amounts payable under the Debentures,
the Trust would lack funds for the payment of distributions or amounts payable
on redemption of the Preferred Securities or otherwise, and, in such event,
holders of the Preferred Securities would not be able to rely upon the Guarantee
for payment of such amount. Instead, in the event a Debenture Event of Default
shall have occurred and be continuing, a holder of Preferred Securities would be
required to rely on enforcement by the Property Trustee of its rights as
registered holder of Debentures against the Parent pursuant to the terms of the
Subordinated Indenture and the Debentures. If, however, such event is
attributable to the failure of the Parent to pay interest on or principal of the
Debentures on the payment date on which such payment is due and payable, then a
holder of Preferred Securities may directly institute a proceeding against the
Parent for enforcement of payment to such holder of the interest on or principal
of such Debentures having a principal amount equal to the aggregate liquidation
amount of the Preferred Securities of such holder (a "Legal Action"). In
connection with such Legal Action, the Parent will be subrogated to the rights
of such holder of Preferred Securities under the Declaration to the extent of
any payment made by the Parent to such holder of Preferred Securities in such
Legal Action. Except as set forth herein, holders of Preferred Securities will
not be able to exercise directly any other remedy available to the holders of
Debentures or assert directly any other rights in respect of the Debentures. See
"Description of the Preferred Securities-- Trust Enforcement Events; Notice" and
"--Enforcement of Certain Rights by Holders of Preferred Securities" and
"Description of the Guarantee." The Declaration provides that each holder of
Preferred Securities by acceptance thereof agrees to the provisions of the
Guarantee and the Subordinated Indenture.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES

If a Debenture Event of Default occurs and is continuing, then the holders
of Preferred Securities would rely on the enforcement by the Property Trustee of
its rights as the holder of the Debentures against the Parent. In addition, the
holders of a majority in aggregate liquidation preference of the Preferred
Securities will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee or to
direct the exercise of any trust or power conferred upon the Property Trustee
under the Declaration, including the right to direct the Property Trustee to
exercise the remedies available to it as holder of the Debentures. If the
Property Trustee fails to enforce its rights as holder of the Debentures after a
request therefor by a holder of Preferred Securities, such holder may proceed to
enforce such rights directly against the Parent. Notwithstanding the foregoing,
if a Debenture Event of Default occurs that results from the failure of the
Parent to pay principal of or interest on the Debentures when due (or in the
case of a redemption, on the redemption date), during the continuance of such an
event of default a holder of Preferred Securities may institute a Legal Action
against the Parent to obtain payment to such holder of such principal or
interest on Debentures having a principal amount equal to the aggregate
liquidation amount of the Preferred Securities owned of record by such holder.
See

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"Description of the Preferred Securities--Trust Enforcement Events; Notice,"
"--Enforcement of Certain Rights by Holders of Preferred Securities" and
"--Voting Rights; Amendment of the Declaration."

LIMITED VOTING RIGHTS

Holders of the Preferred Securities generally have limited voting rights
primarily in connection with directing the activities of the Property Trustee as
the holder of the Debentures. Holders of the Preferred Securities are not
entitled to vote to appoint, remove or replace the Property Trustee, which
voting rights are vested exclusively in the Parent as holder of the Common
Securities, provided that, upon the occurrence and during the continuance of a
Trust Enforcement Event (as defined herein), the Property Trustee may be removed
and a successor appointed only by the holders of a majority in liquidation
amount of the Preferred Securities. The holders of a majority in liquidation
amount of the Preferred Securities will, however, have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Property Trustee, or direct the exercise of any power conferred upon the
Property Trustee including the right to direct the Property Trustee as holder of
the Debentures, (i) to exercise the remedies available to it under the
Subordinated Indenture as holder of the Debentures and (ii) to consent to any
amendment, modification or termination of the Subordinated Indenture or the
Debentures, where such consent shall be required. See "Description of the
Preferred Securities--Voting Rights; Amendment of the Declaration."

POSSIBLE TAX LEGISLATION

The Treasury Department has from time to time proposed legislation (the
"Proposed Legislation") that, among other things, would treat as equity for
United States federal income tax purposes certain debt instruments that are not
shown as indebtedness on the consolidated balance sheet of the Trust. Such a
proposal was included in President Clinton's Fiscal 1998 Budget Proposal but was
not included in the Taxpayer Relief Act of 1997 or the IRS Restructuring and
Reform Act of 1998. No assurance can be given that the Proposed Legislation will
not ultimately be enacted in the future, that such future legislation would not
have a retroactive effective date and that such future legislation would not
prevent Tower from deducting interest on the Debentures. Such an event would
constitute a Trust Tax Event and would permit the Trust to exchange the
Preferred Securities, in whole or in part, for the Debentures or redeem, in
whole or in part, the Preferred Securities and corresponding Debentures. See
"Certain Federal Income Tax Consequences--Possible Tax Legislation."

POTENTIAL REDUCTION OF PAYMENTS TO NON-UNITED STATES HOLDERS FOR UNITED STATES
TAX WITHHOLDING REQUIREMENTS

In the event that any United States taxes, duties or other governmental
charges are required to be deducted or withheld from any payments by the Company
to holders of Preferred Securities that are not United States persons, neither
the Company nor the Issuer would be required to pay any additional amounts to
such holders and, therefore, any such taxes, duties or charges would reduce the
amounts received by such holders. See "Certain Federal Income Tax
Consequences--United States Alien Holders."

TRADING PRICE OF PREFERRED SECURITIES

The Preferred Securities may trade at a price that does not fully reflect
the value of accrued but unpaid interest with respect to the underlying
Debentures. A holder disposing of Preferred Securities between record dates for
payments of distributions thereon will be required for United States federal
income tax purposes to include accrued but unpaid interest on the Debentures
through the date of disposition in income as ordinary income (i.e., original
issue discount), and to add such amount to the adjusted tax basis in the
holder's Preferred Securities. To the extent the selling price is less than the
holder's adjusted tax basis (which will include, in the form of original issue
discount, all accrued but unpaid interest), a holder will recognize a capital
loss. Subject to certain limited exceptions, capital losses cannot

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be applied to offset ordinary income for United States federal income tax
purposes. See "Certain Federal Income Tax Consequences--Sales of Preferred
Securities."

ABSENCE OF PUBLIC MARKET FOR THE PREFERRED SECURITIES; TRANSFER RESTRICTIONS

There can be no assurance that any market for the Preferred Securities will
develop or, if one does develop, that it will be maintained. If an active market
for the Preferred Securities fails to develop or be sustained, the trading price
of the Preferred Securities could be adversely affected. The Preferred
Securities could trade at prices that may be higher or lower than the price of
any Preferred Securities purchased hereunder depending on many factors,
including prevailing interest rates, the price of the Common Stock, the
Company's operating results, any election by the Company to extend interest
payment periods and the market for similar securities. Although the Issuer and
the Company will use their best efforts to maintain the effectiveness of the
Registration Statement of which this Prospectus forms a part for resales for a
two year period beginning on the Original Offering Date, they will be entitled
to restrict resales thereunder for limited periods upon certain events.

RISK FACTORS RELATING TO THE COMPANY

RISKS ASSOCIATED WITH LEVERAGE

At June 30, 1998, the Company and its subsidiaries had total outstanding
long-term indebtedness of (net of current maturities) approximately $596.0
million, or approximately 42.1% of the Company's total capitalization. In
addition, as of June 30, 1998, the Company had the ability to incur additional
indebtedness through borrowings of up to approximately $228.0 million under its
bank credit agreement (the "Credit Agreement"), subject to the satisfaction of
certain financial tests. See "Description of Other Indebtedness--Credit
Agreement." The degree to which the Company is leveraged could have important
consequences to the holders of the Preferred Securities, including the
following: (i) the Company's ability to obtain additional financing in the
future for working capital, capital expenditures, acquisitions or other purposes
may be limited or impaired; (ii) the Company's operating flexibility with
respect to certain matters is limited by covenants contained in the Credit
Agreement, which limit the ability of the Company's operating subsidiaries to
incur additional indebtedness and contingent liabilities, grant liens, pay
dividends, make investments, prepay other indebtedness or engage in certain
asset sales, acquisitions, joint ventures, mergers and consolidations; and (iii)
the Company's degree of leverage may make it more vulnerable to economic
downturns, may limit its ability to pursue other business opportunities and may
reduce its flexibility in responding to changing business and economic
conditions.

The Company may seek growth through selective acquisitions. The Company
could incur substantial indebtedness in connection with an acquisition, in which
event the Company's leverage would be increased.

RELIANCE ON MAJOR CUSTOMERS AND SELECTED MODELS

Ford, Chrysler and General Motors accounted for approximately 48%, 19% and
13%, respectively, of the Company's revenues during 1997. Although the Company
has contracts with many of its customers, such contracts provide for supplying
the customers' requirements for a particular model, rather than for
manufacturing a specific quantity of products. The loss of any one of its major
customers or a significant decrease in demand for certain key models or a group
of related models sold by any of its major customers could have a material
adverse effect on the Company. There is substantial and continuing pressure from
OEMs to reduce costs, including the cost of products purchased from outside
suppliers such as the Company. Certain of the Company's products are sold under
long-term agreements that require the Company to provide annual cost reductions
to such purchasers (directly through price reductions or indirectly through
suggestions regarding manufacturing efficiencies or other cost savings) by
certain percentages each year. There can be no assurance that the Company will
be able to generate such cost

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savings in the future. If the Company were unable to generate sufficient
production cost savings in the future to offset such price reductions, the
Company's gross margin could be adversely affected.

RISKS RELATED TO INDUSTRY CYCLICALITY AND SEASONALITY

The automotive market is highly cyclical and is dependent on consumer
spending. Economic factors adversely affecting automotive production and
consumer spending could adversely impact the Company. In addition, the Company's
business is somewhat seasonal. The Company typically experiences decreased
revenue and operating income during the third quarter of each year due to the
impact of OEM plant shutdowns in July and August for vacations and model
changeovers.

RISKS RELATED TO LABOR DISTURBANCES

Many OEMs and their suppliers have unionized work forces. Work stoppages or
slow-downs experienced by OEMs or their suppliers could result in slow-downs or
closures of assembly plants where the Company's products are included in
assembled vehicles. In such an event, the Company's results of operations could
be materially adversely affected. In mid 1998, GM experienced a seven week
strike at certain of its production facilities due to a labor dispute between GM
and the UAW. The Company expects that this strike will negatively impact
revenues by approximately $15 million in the third quarter of 1998.

FAILURE TO REALIZE BENEFITS OF RECENT ACQUISITIONS AND JOINT VENTURES

There can be no assurance that the anticipated benefits of the Company's
recent acquisitions and joint ventures will be realized or that the combination
of the Company and such companies will be successful. The Company completed the
acquisition of Automotive Products Company ("APC") on April 18, 1997 and is
currently in the process of integrating the operations of APC with the Company.
There can be no assurance, however, that the Company will not experience
difficulties in integrating the operations of APC with those of the Company or
that the anticipated cost savings from such integration will be realized. The
integration of APC will require the experience and expertise of certain key
managers of the Company, which could divert their attention from other matters.
The failure to successfully integrate acquired operations could have a material
adverse effect on Tower's operations.

RISKS ASSOCIATED WITH OBTAINING BUSINESS FOR NEW AND REDESIGNED MODEL
INTRODUCTIONS

The Company principally competes for new business both at the beginning of
the development of new models and upon the redesign of existing models by its
major customers. New model development generally begins two to five years prior
to the marketing of such models to the public. There can be no assurance that
the Company will be successful in obtaining significant new business on new
models and in supplying additional parts for existing models as they are
redesigned by their customers. The failure of the Company to obtain new business
on new models or to retain or increase business on redesigned existing models
could adversely affect the Company.

RISKS ASSOCIATED WITH ACQUISITION STRATEGY

Acquiring businesses that complement the Company's existing business has
been and will continue to be an important element of the Company's strategy for
achieving profitable growth. There can be no assurance that suitable acquisition
candidates will be identified and acquired in the future, that financing for any
such acquisitions will be available on satisfactory terms, that the Company will
be able to accomplish its strategic objectives as a result of any such
acquisition or that any business or assets acquired by the Company will be
integrated successfully into the Company's operations. The Company is
continually evaluating possible acquisitions and engages in discussions with
acquisition candidates from time to time.

13
<PAGE>
RISKS FROM COMPETITION

The automotive components supply industry is highly competitive. Some of the
competitors of the Company, including certain divisions of its OEM customers,
are larger and have greater financial and other resources than the Company.
There can be no assurance that the Company will be able to maintain its current
competitive position and continue to supply its products to OEMs.

ANTI-TAKEOVER PROVISIONS COULD DELAY OR PREVENT A CHANGE IN CONTROL OR ADVERSELY
IMPACT THE STOCK PRICE

Certain provisions of the Company's Amended and Restated Certificate of
Incorporation, which permit the Board of Directors to issue up to 5,000,000
shares of preferred stock without further stockholder approval, as well as
certain provisions of the Delaware General Corporation Law, could have the
effect of deterring hostile takeovers or delaying, deterring or preventing a
change in control of the Company, including transactions in which stockholders
might otherwise receive a premium for their shares over current market prices.
In addition, the issuance of preferred stock to delay, deter or prevent a change
of control could have an adverse effect on the market price of the Common Stock.

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<PAGE>
THE COMPANY

GENERAL

The Company is a leading designer and producer of structural components and
assemblies used by the major OEMs, including Ford, Chrysler, General Motors,
Honda, Toyota, Nissan, Mazda, Fiat, BMW, Volkswagen and Mercedes. The Company's
current products include large structural stampings and assemblies, such as body
pillars, full frame assemblies, chassis, suspension and floor pan components and
engineered assemblies, such as hood and deck lid hinges and brake components.
The Company believes it is the largest independent supplier of structural
components and assemblies to the automotive market (based on net revenues).

ACQUISITIONS

The Company was formed to acquire R.J. Tower Corporation, the acquisition of
which was completed in April 1993 (the "R.J. Tower Acquisition") for an
aggregate cost of approximately $26 million. Since the R.J. Tower Acquisition,
the Company has successfully completed seven strategic acquisitions and
established two joint ventures.

IMAR AND OSLAMT. In July 1998, the Company acquired IMAR s.r.l. ("IMAR")
and OSLAMT S.p.A. ("OSLAMT"). IMAR designs and manufactures structural parts and
assemblies from two facilities in Italy, primarily for Fiat. OSLAMT designs and
manufactures tools and assemblies for the automotive market from its facility in
Turin, Italy. The purchase price consisted of approximately $32.5 million in
cash plus the assumption of approximately $17 million of indebtedness with an
additional amount of up to $15 million payable if IMAR achieves certain
operating targets.

CATERINA. In March 1998, the Company acquired a 40 percent equity interest
in Metalurgica Caterina S.A. ("Caterina"), a supplier of structural stampings
and assemblies to the Brazilian automotive market. This investment (i) provided
the Company with a substantial manufacturing presence in one of the fastest
growing automotive markets in the world and (ii) added Volkswagen and Mercedes
as new customers. The Company has the option through the first quarter of 2000
to purchase the remaining 60 percent equity interest in Caterina. The Company
paid approximately $48 million for its initial equity interest.

METALSA. In October 1997, the Company acquired a 40 percent equity interest
in Metalsa S. de R.L. ("Metalsa"). In addition, the Company has entered into a
technology sharing arrangement which will allow

15
<PAGE>
it to utilize the latest available product and process technology. Metalsa is
the largest supplier of vehicle frames and structures in Mexico. The Company
paid approximately $120 million for its equity interest with an additional
amount of up to $45 million payable based upon Metalsa's future net earnings.

SIMES. In May 1997, the Company acquired Societa Industria Meccanica e
Stampaggio S.p.A. ("SIMES"), an Italian automotive parts manufacturer, for
approximately $50.7 million in cash, plus up to an additional $3.0 million is
SIMES achieves certain operating targets following the acquisition. The
acquisition of SIMES (i) significantly expanded the Company's global
capabilities by providing the Company with a manufacturing presence in Europe,
(ii) added Fiat as a new customer and (iii) enhanced the Company's design and
engineering capabilities. SIMES generated revenues of approximately $70.0
million during its last fiscal year, with Fiat representing substantially all of
such revenues.

APC. In April 1997, the Company acquired APC from A.O. Smith Corporation
for approximately $725 million in cash (which included management's estimate of
certain post-closing adjustments associated with the net assets of APC at
closing). APC is a leading designer and producer of structural and suspension
components for the automotive, light truck and heavy truck markets. The Company
believes that the acquisition of APC provided it with several strategic
benefits, including: (i) expanded product offerings and modular product
opportunities; (ii) increased customer penetration within each of the three
major North American OEMs and within certain Transplants; (iii) increased
penetration in the light truck segment and other key models; (iv) complementary
new technology; (v) opportunities to reduce costs and improve operational
efficiency; and (vi) an expanded presence in China, Japan and South America,
which complemented the Company's current European initiatives to provide
expanded global production capabilities for both North American and
international OEMs. APC had revenues of $863.0 million in 1996.

MSTI. In May 1996, the Company acquired MascoTech Stamping Technologies,
Inc. ("MSTI") from MascoTech, Inc. ("MascoTech") for approximately $79 million
(including the payment of related fees and expenses), plus additional earn-out
payments if certain operating targets are achieved by the MSTI facilities in the
first three years following the acquisition. The acquisition of MSTI: (i)
expanded the Company's product capabilities into chassis and suspension
components; (ii) provided chassis and suspension technology as well as
value-added processing technologies including assembling, painting and welding;
and (iii) increased the Company's content per vehicle on key light truck and
sport utility vehicles such as the Ford F-Series, Explorer and Windstar and the
Chrysler Ram and Dakota as well as on high volume passenger cars such as the
Ford Taurus/Sable. MSTI had revenues of $152.9 million in 1995.

TRYLON. In January 1996, the Company acquired Trylon Corporation ("Trylon")
from MascoTech for approximately $25 million in cash, including transaction
costs. The acquisition of Trylon: (i) broadened the Company's product offerings
to include small, precision metal stampings and assemblies, which were
previously outsourced to third parties; (ii) established a relationship between
the Company and General Motors; and (iii) increased content on Ford models,
primarily the Villager. Trylon generated $47.9 million in revenues in 1995.

KALAMAZOO. In June 1994, the Company acquired Kalamazoo Stamping and Die
Company ("Kalamazoo"), a supplier of structural stampings and assemblies, for
approximately $12 million in cash. The acquisition of Kalamazoo added additional
structural components to the Company's product offerings and increased model
penetration with Ford.

EDGEWOOD. In May 1994, the Company acquired Edgewood Tool and Manufacturing
Company and its affiliate, Ann Arbor Assembly Corporation (collectively,
"Edgewood") for approximately $30 million in aggregate consideration. Edgewood
is a leading supplier of hood and deck lid hinges as well as structural
stampings and assemblies. The acquisition of Edgewood: (i) added engineered
mechanical stampings, primarily hood and deck lid hinges, and additional
structural components to the Company's product offerings; (ii) increased model
penetration with the Company's existing customers; and (iii) provided the
Company with a significant new customer, Mazda.

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<PAGE>
USE OF PROCEEDS

The Selling Holders will receive all of the proceeds from any sale of the
Offered Securities. Neither the Company nor the Issuer will receive any proceeds
from the sale of the Offered Securities or upon conversion of the Preferred
Securities.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical fact, included in this
Prospectus or incorporated by reference herein, including without limitation the
statements under "Prospectus Summary" and "The Company" are, or may be deemed to
be, forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). When used in this Prospectus, the words
"anticipate," "believe," "estimate," "expect," "intends" and similar
expressions, as they relate to the Company, are intended to identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of the Company's management as well as on assumptions made by and
information currently available to the Company at the time such statements were
made. Various economic and competitive factors could cause actual results to
differ materially from those discussed in such forward-looking statements,
including factors which are outside the control of the Company, such as risks
relating to: (i) the degree to which the Company is leveraged; (ii) the
Company's reliance on major customers and selected models; (iii) the cyclicality
and seasonality of the automotive market; (iv) the failure to realize the
benefits of recent acquisitions and joint ventures; (v) obtaining new business
on new and redesigned models; (vi) the Company's ability to continue to
implement its acquisition strategy; (vii) the highly competitive nature of the
automotive supply industry; and (viii) such other factors noted in this
Prospectus with respect to the Company's businesses. All subsequent written and
oral forward-looking statements attributable to the Company or persons acting on
behalf of the Company are expressly qualified in their entirety by such
cautionary statements.

ACCOUNTING TREATMENT

For financial reporting purposes, the Trust is treated as a subsidiary of
the Company and, accordingly, the accounts of the Trust are included in the
consolidated financial statements of Tower. The Preferred Securities are
presented as a separate line item in the consolidated balance sheet of Tower
entitled "company-obligated mandatorily redeemable convertible trust preferred
securities of financing trust" and appropriate disclosures about the Preferred
Securities, the Guarantee and the Debentures are included in the notes to
Tower's consolidated financial statements. For financial reporting purposes,
Tower will reflect the Distributions payable on the Preferred Securities, net of
income tax benefits, as a minority interest in its consolidated statement of
operations.

RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)

The following table sets forth the Company's ratio of earnings to fixed
charges on a historical basis for each of the five fiscal years in the period
ended December 31, 1997 and the six-month periods ending June 30, 1998.
<TABLE>
<CAPTION>
SIX
MONTHS
ENDED
APRIL 15, 1993 YEAR ENDED DECEMBER 31, JUNE 30,
TO DECEMBER ------------------------------------------ ---------
31, 1993 1994 1995 1996 1997 1997
--------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges (1)................... 8.9x 6.3x 6.2x 5.0x 2.6x 3.1x

1998
---------
<S> <C>
Ratio of earnings to fixed charges (1)................... 3.2x
</TABLE>

- ------------------------

(1) Calculated by dividing earnings by total fixed charges. Earnings consist of
net income plus income taxes and fixed charges excluding capitalized
interest. Fixed charges consist of interest expense, whether expensed or
capitalized, minority interest, amortization of debt expense and the portion
of rental expense determined to be interest.

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<PAGE>
TOWER AUTOMOTIVE CAPITAL TRUST

Tower Automotive Capital Trust (the "Trust") is a statutory business trust
formed under Delaware law pursuant to (i) an original declaration of trust, as
amended and restated (the "Declaration") executed by Tower, as sponsor of the
Trust (the "Sponsor"), the Delaware Trustee (as defined herein) and the Regular
Trustees (as defined herein) of the Trust and (ii) the filing of a certificate
of trust with the Secretary of State of the State of Delaware. The Company owns
Common Securities in an aggregate liquidation amount equal to 3.0% of the total
capital of the Trust. The Common Securities rank PARI PASSU, and payment will be
made thereon PRO RATA, with the Preferred Securities, except that, upon the
occurrence and during the continuance of a Debenture Event of Default or a
default by Tower under the Guarantee, the rights of the holders of the Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of the holders of the
Preferred Securities. The assets of the Trust consists principally of the
Debentures. The Trust exists for the exclusive purpose of (i) issuing the Trust
Securities representing undivided beneficial interests in the assets of the
Trust, (ii) investing the gross proceeds of the Trust Securities in the
Debentures and (iii) engaging in only those other activities necessary or
incidental thereto.

The Trust currently has five trustees. A majority of the trustees of the
Trust are individuals who are employees or officers of or who are affiliated
with Tower (the "Administrative Trustees"). Pursuant to the Declaration, the
number of Administrative Trustees initially is three. The fourth trustee is a
financial institution that is unaffiliated with Tower and that acts as property
trustee and indenture trustee (the "Property Trustee" and, together with the
Administrative Trustees, the "Regular Trustees") for purposes of the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"). The fifth trustee
is an entity that maintains its principal place of business in the State of
Delaware (the "Delaware Trustee"). The First National Bank of Chicago serves as
the Property Trustee and First Chicago Delaware Inc., a Delaware banking
corporation and an affiliate of The First National Bank of Chicago, serves as
the Delaware Trustee until, in each case, removed or replaced by the
Administrative Trustees. The First National Bank of Chicago also acts as
indenture trustee under the Guarantee (the "Trust Guarantee Trustee") and under
the Subordinated Indenture (the "Subordinated Debt Trustee"). See "Description
of the Guarantee" and "Description of the Preferred Securities."

The Property Trustee will hold title to the Debentures for the benefit of
the holders of the Trust Securities, and the Property Trustee has the power to
exercise all rights, powers and privileges under the Subordinated Indenture as
the holder of the Debentures. In addition, the Property Trustee will maintain
exclusive control of a segregated non-interest bearing bank account (the
"Property Account") to hold all payments made in respect of the Debentures for
the benefit of the holders of Trust Securities. Tower, as the holder of all of
the Common Securities, has the right to appoint, remove or replace any of the
Regular Trustees and the Delaware Trustee and to increase or decrease the number
of Regular Trustees (except that upon the occurrence and during the continuance
of a Trust Enforcement Event, the Property Trustee may be removed and a
successor appointed only by the holders of a majority in liquidation amount of
the Preferred Securities), provided that the number of Regular Trustees must be
at least three, the majority of which shall be Administrative Trustees. Tower is
required to pay all fees and expenses related to the Trust. See "Description of
the Debentures."

The rights of the holders of the Preferred Securities, including economic
rights, rights to information and voting rights, if any, are as set forth in the
Declaration and the Delaware Business Trust Act, as amended (the "Trust Act").
The Declaration, the Indenture and the Guarantee also incorporate by reference
the terms of the Trust Indenture Act. See "Description of the Preferred
Securities." At the time the Registration Statement of which this Prospectus
forms a part was declared effective by the Commission, the Declaration, the
Subordinated Indenture and the Guarantee were qualified under the Trust
Indenture Act. The Property Trustee will act as indenture trustee for the
Debentures, the Declaration and the Guarantee for purposes of complying with the
Trust Indenture Act.

The place of business and telephone number of the Trust are the principal
executive offices and telephone number of Tower.

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<PAGE>
DESCRIPTION OF THE PREFERRED SECURITIES

This summary of certain provisions of the Preferred Securities and the
Declaration does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, all the provisions of the Declaration (a copy
of which is filed as an exhibit to this Registration Statement of which this
Prospectus forms a part), the Trust Act and the Trust Indenture Act, which is
incorporated by reference in the Declaration. Wherever particular defined terms
of the Declaration are referred to herein, such defined terms are incorporated
herein by reference. As used in this section, the "Company" or "Tower" refers to
Tower Automotive, Inc., exclusive of its subsidiaries.

GENERAL

Pursuant to the terms of the Declaration, the Administrative Trustees, on
behalf of the Trust, issued the Preferred Securities and the Common Securities
on the Original Offering Date. The Preferred Securities represent preferred
undivided beneficial interests in the assets of the Trust and the Common
Securities represent undivided subordinated beneficial interests in the assets
of the Trust.

All of the Common Securities are owned by Tower. The Preferred Securities
rank PARI PASSU, and payments will be made thereon PRO RATA, with the Common
Securities except as described under the caption "--Subordination of Common
Securities." Legal title to the Debentures is held by the Property Trustee in
trust for the benefit of the holders of the Trust Securities. The Declaration
does not permit the issuance by the Trust of any securities other than the Trust
Securities or the incurrence of any indebtedness by the Trust. The payment of
distributions out of money held by the Trust, and payments upon redemption of
the Preferred Securities or liquidation of the Trust, are guaranteed by Tower to
the extent described under "Description of the Guarantee." The Guarantee is held
by The First National Bank of Chicago, as the Trust Guarantee Trustee, for the
benefit of the holders of the Preferred Securities. The Guarantee does not cover
payment of distributions when the Trust does not have sufficient available funds
to pay such distributions. The remedy of a holder of Preferred Securities in
such an event is as described under the captions "--Trust Enforcement Events;
Notice," "--Enforcement of Certain Rights by Holders of Preferred Securities"
and "--Voting Rights; Amendment of the Declaration" below.

DISTRIBUTIONS

Distributions on the Preferred Securities are payable at the annual rate of
6 3/4% of the liquidation amount of $50 per Preferred Security. Distributions
will accumulate from the Original Offering Date and are payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of each year to
holders of record on the applicable record date, commencing September 30, 1998
when, as and if available for payment by the Property Trustee, except as
otherwise described below. The amount of distributions payable for any period
will be computed on the basis of a 360-day year of twelve 30-day months. In the
event that any date on which distributions are payable on the Preferred
Securities is not a Business Day, the payment of the distributions payable on
such date will be made on the next succeeding day that is a Business Day and
without any additional distributions or other payment in respect of any such
delay, except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such payment date (each
date on which distributions are payable in accordance with the foregoing, a
"Distribution Date"). A "Business Day" is defined to mean any day other than a
Saturday or a Sunday, or a day on which banking institutions in the City of New
York are authorized or required by law or executive order to remain closed or a
day on which the corporate trust office of the Property Trustee or the
Subordinated Debt Trustee is closed for business.

19
<PAGE>
that no Extension Period may extend beyond the stated maturity of the
Debentures. As a consequence of any such election, quarterly distributions on
the Preferred Securities will be deferred by the Trust during any such Extension
Period. Distributions to which holders of the Preferred Securities are entitled
will accumulate additional distributions thereon at the rate per annum set forth
herein, compounded quarterly from the relevant Distribution Date. The term
"distributions" as used herein shall include any such additional distributions.
During any such Extension Period, Tower may not, and may not cause any of its
subsidiaries to, (i) declare or pay any dividends or distributions on, or
redeem, purchase or acquire, or make a liquidation payment with respect to, any
of Tower's capital stock (except for (x) dividends or distributions in shares
of, or options, warrants or rights to subscribe for or purchase shares of, its
capital stock and conversions or exchanges of common stock of one class into
common stock of another class and (y) redemptions or purchases of any rights
pursuant to a rights agreement and the issuance of capital stock pursuant to
such rights) or (ii) make any payment of principal, interest or premium, if any,
on or repay, repurchase or redeem any debt securities (including guarantees of
indebtedness for money borrowed) of Tower that rank PARI PASSU with or junior to
the Debentures (other than (a) any redemption, liquidation, interest, principal
or guarantee payment by Tower where the payment is made by way of securities
(including capital stock) that rank PARI PASSU with or junior to the securities
on which such, redemption, liquidation, interest, principal or guarantee payment
is being made; (b) payments under the Guarantees; (c) purchases of Common Stock
related to the issuance of Common Stock under any of Tower's benefit plans for
its directors, officers or employees; (d) as a result of a reclassification of
Tower's capital stock or the exchange or conversion of one series or class of
Tower's capital stock for another series or class of Tower's capital stock; (e)
the purchase of fractional interests in shares of Tower's capital stock pursuant
to the conversion or exchange provisions of such capital stock or the security
being converted or exchanged; and (f) redemptions or purchases pursuant to a
rights agreement and the issuance of capital stock pursuant to such rights).
Prior to the termination of any such Extension Period, Tower may further extend
such Extension Period, provided that no Extension Period may exceed 20
consecutive quarters or extend beyond the stated maturity of the Debentures.
Upon the termination of any such Extension Period and the payment on the next
Interest Payment Date coinciding with or next following the end of such
Extension Period (whichever is earliest) of all amounts then due to the persons
in whose names the Debentures are registered at the close of business on the
regular record date next preceding such Interest Payment Date, Tower may elect
to begin a new Extension Period. See "Description of the Debentures--Option to
Extend Interest Payment Period" and "Certain Federal Income Tax
Consequences--Interest Income and Original Issue Discount."

Tower has no current intention of invoking an Extension Period.

Distributions with respect to the Preferred Securities must be paid on the
dates payable to the extent that the Trust has funds available for the payment
of such distributions in the Property Account. The funds of the Trust available
for distribution to holders of the Preferred Securities will be limited to
payments under the Debentures in which the Trust will invest the proceeds from
the issuance and sale of the Trust Securities. See "Description of the
Debentures." If Tower does not make interest payments on such Debentures, the
Property Trustee will not have funds available to pay distributions on the
Preferred Securities. The payment of distributions (if and to the extent the
Trust has funds on hand available for the payment of such distributions) is
guaranteed by Tower as set forth herein under the caption "Description of the
Guarantee."

Distributions on the Preferred Securities will be payable to the holders
thereof as they appear on the register of the Trust on the relevant record
dates, which shall be the fifteenth day (whether or not a Business Day) of the
month of the relevant Distribution Date. As long as the Preferred Securities
remain in book-entry form, subject to any applicable laws and regulations and
the provisions of the Declaration, each such payment will be made as described
under the caption "--Form, Transfer, Exchange and Book-Entry Procedures."

20
<PAGE>
CONVERSION RIGHTS

The Preferred Securities are convertible at any time after 90 days following
the Original Offering Date through the maturity date of the Debentures (or, in
the case of Preferred Securities called for redemption, prior to the close of
business on the Business Day prior to the Redemption Date) (the "Conversion
Expiration Date") at the option of the holder thereof and in the manner
described below, into shares of Common Stock at the conversion rate of 1.6280
shares of Common Stock for each Preferred Security (equivalent to a purchase
price of $30.713 per share of Common Stock), subject to adjustment as described
under the caption "--Conversion Price Adjustments" below.

A holder of Preferred Securities wishing to exercise its conversion right
shall surrender such Preferred Securities, together with an irrevocable
conversion notice to the Property Trustee, as Conversion Agent, or to such other
agent appointed for such purpose, which shall, on behalf of such holder,
exchange the Preferred Securities for a portion of the Debentures and
immediately convert such Debentures into Common Stock. So long as a book-entry
system for the Preferred Securities is in effect, however, the procedures for
converting the Preferred Securities that are in the form of Global Certificates
into shares of Common Stock will be as described under the caption "--Form,
Transfer, Exchange and Book-Entry Procedures." Tower's delivery upon conversion
of the fixed number of shares of Common Stock into which the Debentures are
convertible (together with the cash payment, if any, in lieu of any fractional
shares) shall be deemed to satisfy Tower's obligation to pay the principal
amount at maturity of the portion of the Debentures so converted and any unpaid
interest accrued on such Debentures at the time of such conversion. For a
discussion of the taxation of such an exchange to holders, including the
possibility that holders who exchange their Preferred Securities for Common
Stock may be subject to additional income tax to the extent of accrued but
unpaid interest on the Debentures upon a conversion into Common Stock, see
"Certain Federal Income Tax Consequences--Conversion of Preferred Securities
into Common Stock." Holders of book-entry interests in Preferred Securities may
obtain copies of the required form of the conversion notice from the Conversion
Agent. With respect to certificated Trust Securities, the form of Notice of
Conversion is included in the certificate.

Accumulated distributions will not be paid on Preferred Securities that are
converted; provided, however, that holders of Preferred Securities at the close
of business on a distribution payment record date will be entitled to receive
the distribution payable, in cash, on such Preferred Securities on the
corresponding Distribution Date notwithstanding the conversion of such Preferred
Securities on or subsequent to such distribution record date but prior to such
Distribution Date. Except as provided in the immediately preceding sentence, the
Trust will make no payment or allowance for accumulated and unpaid
distributions, whether or not in arrears, on converted Preferred Securities.
Tower will make no payment or allowance for dividends on the shares of Common
Stock issued upon such conversion. Each conversion will be deemed to have been
effected immediately prior to the close of business on the day on which proper
notice was received by the Conversion Agent.

Shares of Common Stock issued upon conversion of Preferred Securities will
be validly issued, fully paid and non-assessable. No fractional shares of Common
Stock will be issued as a result of conversion, but in lieu thereof such
fractional interest will be paid in cash. See "Description of Capital Stock."

CONVERSION PRICE ADJUSTMENTS

GENERAL. The conversion price is subject to adjustment in certain events
including, without duplication: (i) the payment of dividends (and other
distributions) payable exclusively in Common Stock on Common Stock; (ii) the
issuance to all holders of Common Stock of rights or warrants entitling holders
of such rights or warrants (for a period not exceeding 45 days) to subscribe for
or purchase Common Stock at less than the then Current Market Price (as defined
herein); (iii) subdivisions and combinations of its outstanding Common Stock;
(iv) reclassification of the Common Stock into shares of Common Stock and
securities other than shares of Common Stock not constituting a Fundamental
Change; (v) the payment of

21
<PAGE>
dividends (and other distributions) to all holders of Common Stock consisting of
evidences of indebtedness of Tower, securities or capital stock, cash or assets
(but excluding those rights or warrants referred to above in clause (ii) and
dividends and distributions paid exclusively in cash); (vi) the payment of
dividends (and other distributions) on Common Stock paid exclusively in cash,
excluding (A) quarterly cash dividends that do not exceed the per share amount
of the immediately preceding regular quarterly cash dividend (as adjusted to
reflect any of the events referred to in clauses (i) through (vii) of this
sentence), and (B) cash dividends if the annualized per share amount thereof
does not exceed 12.5% of the last sale price of Common Stock, as reported on the
NYSE, on the trading day immediately preceding the date of declaration of such
dividend (such adjustment being limited to the amount in excess of 12.5% of such
Current Market Price); and (vii) payment in respect of a tender or exchange
offer (other than an odd-lot offer) by Tower or any subsidiary of Tower for
Common Stock in excess of 110% of the Current Market Price of Common Stock on
the trading day next succeeding the last date tenders or exchanges may be made
pursuant to such tender or exchange offer.

Tower from time to time may reduce the conversion price of the Debentures
(and thus the conversion price of the Preferred Securities) by any amount
selected by Tower (and determined by Tower's Board of Directors to be in Tower's
best interests) for any period of at least 20 days, in which case Tower shall
give at least 15 days' notice of such reduction. Tower may, at its option, also
make such reductions in the conversion price, in addition to those set forth
above, as the Board of Directors of Tower deems advisable to avoid or diminish
any income tax to holders of Common Stock resulting from any dividend or
distribution of stock (or rights to acquire stock) or from any event treated as
such for income tax purposes. See "Certain Federal Income Tax
Consequences--Adjustment of Conversion Price."

No adjustment of the conversion price will be made upon the issuance of any
shares of Common Stock pursuant to any present or future plan providing for the
reinvestment of dividends or interest payable on securities of Tower and the
investment of additional optional amounts in shares of Common Stock under any
such plan, or the issuance of any shares of Common Stock or options or rights to
purchase such shares pursuant to any present or future employee benefit plan or
program of Tower or pursuant to any option, warrant, right, or exercisable,
exchangeable or convertible security which does not constitute an issuance to
all holders of Common Stock (or a class thereof) of rights or warrants entitling
holders of such rights or warrants to subscribe for or purchase Common Stock at
less than the Current Market Price. There shall also be no adjustment of the
conversion price in case of the issuance of any Common Stock (or securities
convertible into or exchangeable for Common Stock), except as specifically
described above. If any action would require adjustment of the conversion price
pursuant to more than one of the anti-dilution provisions, only one adjustment
shall be made and such adjustment shall be the amount of adjustment that has the
highest absolute value to holders of the Preferred Securities. No adjustment in
the conversion price will be required unless such adjustment would require an
increase or decrease of at least 1% of the conversion price, but any adjustment
that would otherwise be required to be made shall be carried forward and taken
into account in any subsequent adjustment.

MERGER, CONSOLIDATION OR SALE OF ASSETS OF TOWER. In the event that Tower
is a party to any transaction (including, without limitation, a merger other
than a merger that does not result in a reclassification, conversion, exchange
or cancellation of Common Stock), consolidation, sale of all or substantially
all of the assets of Tower, recapitalization, holding company reorganization
(whether pursuant to Section 251(g) of the Delaware General Corporation Law or
otherwise) or reclassification of Common Stock (other than a change in par
value, or from par value to no par value, or from no par value to par value or
as a result of a subdivision or combination of Common Stock) or any compulsory
share exchange (each of the foregoing being referred to as a "Transaction"), in
each case, as a result of which shares of Common Stock shall be converted into
the right to receive, or shall be exchanged for:

(i) in the case of any Transaction other than a Transaction involving a
Stock Fundamental Change (as defined herein) (and subject to funds being
legally available for such purpose under applicable law at the time of
such conversion), securities, cash or other property, each Preferred
Security

22
<PAGE>
shall thereafter be convertible into the kind and, in the case of a
Transaction which does not involve a Fundamental Change (as defined
herein), amount of securities, cash and other property receivable upon
the consummation of such Transaction by a holder of that number of
shares of Common Stock into which a Preferred Security was convertible
immediately prior to such Transaction (and subject to funds being
legally available for such purpose under applicable law at the time of
such conversion), or

(ii) in the case of a Transaction involving a Stock Fundamental Change, each
Preferred Security shall thereafter be convertible (in the manner
described herein) into common stock of the kind received by holders of
Common Stock (but in each case after giving effect to any adjustment
discussed below relating to a Fundamental Change if such Transaction
constitutes a Fundamental Change).

The holders of Preferred Securities have no voting rights with respect to
any Transaction described in this section. If any Fundamental Change occurs,
then the conversion price in effect will be adjusted immediately after such
Fundamental Change as described below. In addition, in the event of a Stock
Fundamental Change, each Preferred Security shall be convertible solely into
common stock of the kind received by holders of Common Stock as a result of such
Stock Fundamental Change.

The conversion price in the case of any Fundamental Change will be adjusted
immediately after such Fundamental Change:

(i) in the case of a Non-Stock Fundamental Change (as defined herein), the
conversion price of the Preferred Securities immediately following such
Non-Stock Fundamental Change will be the lower of (A) the conversion
price in effect immediately prior to such Non-Stock Fundamental Change
(after giving effect to any other adjustments effected pursuant to the
preceding paragraphs) and (B) the product of (1) the greater of the
Applicable Price (as defined herein) and the then applicable Reference
Market Price (as defined herein) and (2) a fraction, of which the
numerator is 100 and of which the denominator will be an amount based on
the date such Non-Stock Fundamental Change occurs. For the 12-month
period beginning June 30, 1998 (and during the period from June 9, 1998
to June 29, 1998) the denominator will be 106.75, and the denominator
will decrease by 0.675 during each successive 12-month period; provided,
that the denominator shall in no event be less than 100.0.

(ii) in the case of a Stock Fundamental Change (as defined herein), the
conversion price of the Preferred Securities immediately following such
Stock Fundamental Change will be the conversion price in effect
immediately prior to such Stock Fundamental Change (after giving effect
to any adjustments effected pursuant to the preceding paragraphs) as
adjusted by multiplying such conversion price by a fraction, of which
the numerator will be the Purchaser Stock Price (as defined herein) and
of which the denominator will be the Applicable Price; provided,
however, that in the event of a holding company reorganization of the
Company (whether affected in accordance with Section 251(g) of the
Delaware General Corporation Law or otherwise) or in the event of a
Stock Fundamental Change in which (A) 100% of the value of the
consideration received by a holder of Common Stock is common stock of
the successor, acquiror, or other third party (and cash, if any, is
paid only with respect to any fractional interests in such common stock
resulting from such Stock Fundamental Change) and (B) all Common Stock
will have been exchanged for, converted into, or acquired for common
stock (and cash with respect to fractional interests) of the successor,
acquiror, or other third party, the conversion price of the Preferred
Securities immediately following such Stock Fundamental Change will be
the conversion price in effect immediately prior to such Stock
Fundamental Change as adjusted by multiplying such conversion price by
a fraction, of which the numerator will be one and of which the
denominator will be the number of shares of common stock of the
successor, acquiror, or other third party

23
<PAGE>
received by a holder of one share of Common Stock as a result of such
Stock Fundamental Change.

Depending upon whether a Fundamental Change is a Non-Stock Fundamental
Change or a Stock Fundamental Change, a holder may receive significantly
different consideration upon conversion. In the event of a Non-Stock Fundamental
Change, the holder has the right to convert Preferred Securities into the kind
and amount of the shares of stock and other securities or property or assets
(including cash), except as otherwise provided above, as is determined by the
number of shares of Common Stock receivable upon conversion at the conversion
price as adjusted in accordance with clause (i) of the preceding paragraph.
However, in the event of a Stock Fundamental Change in which less than 100% of
the value of the consideration received by a holder of Common Stock is common
stock of the successor, acquiror or other third party, a holder of a Preferred
Security who converts such share following the Stock Fundamental Change will
receive consideration in the form of such common stock only, whereas a holder
who converted such share prior to the Stock Fundamental Change would have
received consideration in the form of such common stock as well as any other
securities or assets (which may include cash) issuable upon conversion of such
Preferred Security immediately prior to such Stock Fundamental Change.

The foregoing conversion price adjustments are designed, in certain
circumstances, to reduce the conversion price that would be applicable in a
Fundamental Change where all or substantially all the Common Stock is converted
into securities, cash or property and not more than 50% of the value received by
the holders of Common Stock consists of stock listed or admitted for listing
subject to notice of issuance on a national securities exchange or quoted on the
Nasdaq National Market. Such reduction would result in an increase in the amount
of the securities, cash, or property into which each Preferred Security is
convertible over that which would have been obtained in the absence of such
conversion price adjustments.

In a Non-Stock Fundamental Change where the initial value received per share
of Common Stock (measured as described in the definition of Applicable Price) is
lower than the then applicable conversion price of a Preferred Security but
greater than or equal to the Reference Market Price, the conversion price will
be adjusted as described above with the effect that each Preferred Security will
be convertible into securities, cash or property of the same type received by
the holders of Common Stock in the Transaction but in an amount per Preferred
Security that would at the time of the Transaction have had a value equal to the
then applicable redemption price per Preferred Security set forth under the
caption "--Optional Redemption" below.

In a Non-Stock Fundamental Change where the initial value received per share
of Common Stock (measured as described in the definition of Applicable Price) is
lower than both the conversion price of a Preferred Security in effect prior to
any adjustment described above and the Reference Market Price, the conversion
price will be adjusted as described above but calculated as though such initial
value had been the Reference Market Price.

In a Stock Fundamental Change, the foregoing adjustments are designed to
provide in effect that (a) where Common Stock is converted partly into such
common stock and partly into other securities, cash, or property, each Preferred
Security will be convertible solely into a number of shares of such common stock
determined so that the initial value of such shares (measured as described in
the definition of Purchaser Stock Price) equals the value of the shares of
Common Stock into which such Preferred Security was convertible immediately
before the Transaction (measured as aforesaid) and (b) where the Common Stock is
converted solely into such common stock, each Preferred Security will be
convertible into the same number of shares of such common stock receivable by a
holder of the number of shares of Common Stock into which such Preferred
Security was convertible immediately before such Transaction.

The term "Applicable Price" means (i) in the case of a Non-Stock Fundamental
Change in which the holders of the Common Stock receive only cash, the amount of
cash received by the holder of one share of Common Stock and (ii) in the event
of any other Non-Stock Fundamental Change or any Stock Fundamental Change, the
average of the Closing Prices (as defined herein) for the Common Stock during

24
<PAGE>
the 10 trading days prior to the record date for determination of the holders of
Common Stock entitled to receive such securities, cash, or other property in
connection with such Non-Stock Fundamental Change or Stock Fundamental Change
or, if there is no such record date, the date upon which the holders of the
Common Stock shall have the right to receive such securities, cash, or other
property (such record date or distribution date being hereinafter referred to as
the "Entitlement Date"), in each case as adjusted in good faith by Tower to
appropriately reflect any of the events referred to in clauses (i) through (vi)
of the first paragraph under "--Conversion Price Adjustments-General."

The term "Closing Price" means on any day the reported last sale price on
such day or, in case no sale takes place on such day, the average of the
reported closing bid and asked prices in each case on the NYSE Composite Tape
or, if the stock is not traded on the NYSE, on the principal national securities
exchange or quotation system on which such stock is listed or admitted to
trading, or, if not listed or admitted to trading or quoted on any national
securities exchange or quotation system, the average of the closing bid and
asked prices of such stock in the over-the-counter market on the day in question
as reported by the National Quotation Bureau Incorporated, or a similar
generally accepted reporting service, or, if not so available in such manner, as
furnished by the NASD member firm, selected by the Board of Directors of Tower
for that purpose or, if not so available in such manner, as otherwise determined
in good faith by the Board of Directors of Tower.

The term "Current Market Price" of Common Stock means the average of the
last reported sale prices, regular way, for the 10-day period ending on the date
of such determination, or if no sale takes place on any such day, the average of
the reported closing bid and asked prices on such days, regular way, in either
case as reported on the NYSE Composite Tape, or, if the Common Stock is not
listed or admitted to trading on the NYSE on such day, on the principal national
securities exchange or quotation system on which the Common Stock is listed or
admitted to trading, or, if not listed or admitted to trading or quoted on any
national securities exchange or quotation system, the average closing bid and
asked prices of the Common Stock in the over-the-counter market for such 10-day
period as reported by the National Quotation Bureau Incorporated, or a similar
generally accepted reporting service, or, if not so available, in such manner,
as furnished by the NASD member firm selected from time to time by the Board of
Directors of Tower for that purpose or, if not so available in such manner, as
otherwise determined in good faith by the Board of Directors of Tower.

The term "Fundamental Change" means the occurrence of any Transaction or
event in connection with a plan pursuant to which all or substantially all of
the Common Stock shall be exchanged for, converted into, acquired for, or
constitute solely the right to receive securities, cash or other property
(whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization, or
otherwise), provided that, in the case of a plan involving more than one such
Transaction or event, for purposes of adjustment of the conversion price, such
Fundamental Change shall be deemed to have occurred when substantially all of
the Common Stock shall be exchanged for, converted into, or acquired for or
constitute solely the right to receive securities, cash or other property, but
the adjustment shall be based upon the consideration that a holder of Common
Stock received in such Transaction or event as a result of which more than 50%
of the Common Stock shall have been exchanged for, converted into, or acquired
for or constitute solely the right to receive securities, cash, or other
property.

The term "Non-Stock Fundamental Change" means any Fundamental Change other
than a Stock Fundamental Change.

The term "Purchaser Stock Price" means, with respect to any Stock
Fundamental Change, the average of the Closing Prices for the common stock
received in such Stock Fundamental Change for the 10 consecutive trading days
prior to and including the Entitlement Date, as adjusted in good faith by Tower
to appropriately reflect any of the events referred to in clauses (i) through
(vi) of the first paragraph under "--Conversion Price Adjustments-General."

25
<PAGE>
The term "Reference Market Price" shall initially mean $30 (which is an
amount equal to 66% of the last reported sale price for Common Stock on the NYSE
on June 3, 1998) and in the event of any adjustment of the conversion price
other than as a result of a Non-Stock Fundamental Change, the Reference Market
Price shall also be adjusted so that the ratio of the Reference Market Price to
the conversion price after giving effect to any such adjustment shall always be
the same as the ratio of the initial Reference Market Price to the initial
conversion price of the Debentures.

The term "Stock Fundamental Change" means either (i) any Fundamental Change
that is a holding company reorganization (whether effected in accordance with
Section 251(g) of the Delaware General Corporation Law or otherwise) provided
that immediately after such Fundamental Change the Common Stock of the holding
company in such Transaction is admitted for listing on a national securities
exchange or for quotation on the Nasdaq National Market or (ii) any Fundamental
Change in which more than 50% of the value (as determined in good faith by the
Board of Directors of Tower) of the consideration received by holders of Common
Stock consists of common stock that for each of the 10 consecutive trading days
prior to the Entitlement Date has been admitted for listing or admitted for
listing subject to notice of issuance on a national securities exchange or
quoted on the Nasdaq National Market; provided, however, a Fundamental Change
that is not a holding company reorganization described in clause (i) above shall
not be a Stock Fundamental Change if either (a) Tower continues to exist after
the occurrence of such Fundamental Change and the outstanding Preferred
Securities continue to exist as outstanding Preferred Securities or (b) not
later than the occurrence of such Fundamental Change, the outstanding Preferred
Securities are converted into or exchanged for shares of convertible preferred
stock of an entity succeeding to the business of Tower or a subsidiary thereof,
which convertible preferred stock has powers, preferences, and relative,
participating, optional, or other rights, and qualifications, limitations, and
restrictions, substantially similar to those of the Preferred Securities.

TRUST SPECIAL EVENT EXCHANGE OR REDEMPTION

At any time following the occurrence and the continuation of a Trust Tax
Event or a Trust Investment Company Event (each as defined herein), the Regular
Trustees shall direct the Conversion Agent to exchange all outstanding Preferred
Securities for Debentures and to dissolve the Trust, provided that, in the case
of a Trust Tax Event, Tower shall have the right to (a) direct that less than
all, or none, of the Preferred Securities be so exchanged if and for so long as
Tower shall have elected to pay any Additional Sums such that the net amounts
received by the holders of Preferred Securities not so exchanged in respect of
distributions are not reduced as a result of such Trust Tax Event, and shall not
have revoked any such election or failed to make such payments or (b) redeem the
Preferred Securities in the manner set forth below.

If a Trust Tax Event shall occur or be continuing, Tower shall have the
right, upon not less than 30 nor more than 60 days' notice, to redeem the
Debentures, in whole or in part, for cash upon the later of (i) 90 days
following the occurrence of such Trust Tax Event and (ii) June 30, 2001.
Promptly following such redemption, Trust Securities with an aggregate
liquidation amount equal to the aggregate unpaid principal amount of the
Debentures so redeemed will be redeemed by the Trust at the liquidation amount
thereof plus accrued and unpaid distributions thereon to the redemption date on
a PRO RATA basis. The Common Securities will be redeemed on a PRO RATA basis
with the Preferred Securities, except that if a Debenture Event of Default has
occurred and is continuing, the Preferred Securities will have a priority over
the Common Securities with respect to the payment of amounts on redemption.

A "Trust Special Event" means a Trust Tax Event or a Trust Investment
Company Event. A "Trust Tax Event" means the delivery to the Property Trustee,
on behalf of the Trust, of an opinion of counsel, rendered by a law firm having
a national tax and securities practice (which opinion shall not have been
rescinded by such law firm), to the effect that, as a result of any amendment
to, or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, or as a result of any
official

26
<PAGE>
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
pronouncement or decision is announced on or after the date of the Original
Offering of the Preferred Securities, there is more than an insubstantial risk
in each case after the date hereof that (i) the Trust is, or will be within 90
days of the date thereof, subject to United States federal income tax with
respect to income received or accrued on the Debentures; (ii) the Trust is, or
will be within 90 days of the date thereof, subject to more than a de minimis
amount of other taxes, duties or other governmental charges; or (iii) interest
payable by Tower on such Debentures is not, or within 90 days of the date
thereof will not be, deductible by Tower, in whole or in part, for United States
federal income tax purposes. A "Trust Investment Company Event" means the
receipt by the Property Trustee, on behalf of the Trust, of an opinion of
counsel, rendered by a law firm having a recognized national tax and securities
practice and experienced in matters under the Investment Company Act of 1940, as
amended (the "Investment Company Act") (which opinion shall not have been
rescinded by such law firm), to the effect that, as a result of the occurrence
of a change in law or regulation or a change in interpretation or application of
law or regulation by any legislative body, court, governmental agency or
regulatory authority (a "Change in 1940 Act Law"), there is more than an
insubstantial risk that the Trust is or will be within 90 days of the date
thereof considered an "investment company" that is required to be registered
under the Investment Company Act, which Change in 1940 Act Law becomes effective
on or after the date of the Original Offering of the Preferred Securities.

"Additional Sums" means the additional amounts (which shall constitute part
of the distributions on the Debentures) as may be necessary in order that the
amount of distributions then due and payable by the Trust on the outstanding
Trust Securities shall not be reduced as a result of any additional taxes,
duties and other governmental charges to which the Trust has become subject as a
result of a Trust Tax Event.

Holders of Preferred Securities, by purchasing such Preferred Securities,
will be deemed to have agreed to be bound by these exchange provisions in regard
to the exchange of such Preferred Securities for Debentures on the terms
described above. See "Risk Factors--Special Event Exchange or Redemption."

DISTRIBUTION OF DEBENTURES

At any time, Tower will have the right to dissolve the Trust and, after
satisfaction of the liabilities of creditors of the Trust as provided by
applicable law, cause the Debentures to be distributed to the holders of the
Preferred Securities in liquidation of the Trust. There can be no assurance as
to the market price for the Debentures distributed to the holders of the
Preferred Securities after such a termination of the Trust. Under current United
States federal income tax law and interpretations and assuming, as expected, the
Trust is treated as a grantor trust, a distribution of the Debentures should not
be a taxable event to the Trust and holders of the Preferred Securities. Should
there be a change in law, a change in legal interpretation, a Trust Special
Event or other circumstances, however, the distribution could be a taxable event
to holders of the Preferred Securities. See "Certain Federal Income Tax
Consequences--Redemption of Preferred Securities for Debentures or Cash."

After the liquidation date fixed for any distribution of Debentures for
Preferred Securities (i) such Preferred Securities will no longer be deemed to
be outstanding, (ii) DTC or its nominee, as the record holder of such Preferred
Securities, will receive a registered Global Certificate or certificates
representing the Debentures to be delivered upon such distribution and (iii) any
certificates representing such Preferred Securities not held by DTC or its
nominee will be deemed to represent the Debentures having a principal amount
equal to the liquidation amount of such Preferred Securities, and bearing
accrued and unpaid interest in an amount equal to the accrued and unpaid
distributions on such Preferred Securities until such certificates are presented
to the Property Trustee for transfer or reissuance.

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<PAGE>
OPTIONAL REDEMPTION

Except as provided under the caption "--Mandatory Redemption" below, the
Preferred Securities may not be redeemed by the Trust prior to June 30, 2001.

On and after such date, upon any permitted redemption by Tower of
Debentures, the Preferred Securities are subject to redemption, in whole or in
part, at the following percentages of the liquidation amount thereof plus
accrued and unpaid distributions, if any, to the date fixed for redemption if
redeemed during the twelve-month period commencing on June 30, in each of the
following years indicated:

<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
- --------------------------------------------------------------------------------- -----------
<S> <C>
2001............................................................................. 104.725%
2002............................................................................. 104.050%
2003............................................................................. 103.375%
2004............................................................................. 102.700%
2005............................................................................. 102.025%
2006............................................................................. 101.350%
2007............................................................................. 100.675%
2008 and thereafter.............................................................. 100.000%
</TABLE>

The Trust may not redeem the Preferred Securities unless, on or before the
date the Trust gives notice of redemption to holders of the Preferred
Securities, all accrued and unpaid distributions for all quarterly payment
periods ending on or prior to the most recent Distribution Date have been paid
in full on all outstanding Preferred Securities. If fewer than all the
outstanding Preferred Securities are to be redeemed, the Preferred Securities to
be so redeemed will be selected as described under the captions "---Form,
Transfer, Exchange and Book-Entry Procedures--Certain Book-Entry Procedures for
the Global Securities" and "--Redemption Procedures."

In the event Tower redeems the Debentures in certain circumstances upon the
occurrence of a Trust Tax Event as described under the caption "--Trust Special
Event Exchange or Redemption," the appropriate amount of the Preferred
Securities will be redeemed at 100% of the principal amount thereof together
with accumulated and unpaid distributions to the redemption date.

If at any time prior to the Conversion Expiration Date, less than 10% of the
Debentures offered hereby remain outstanding, such Debentures shall be
redeemable at the option of Tower, in whole but not in part, at a redemption
price equal to the aggregate unpaid principal amount thereof, plus accrued and
unpaid interest due thereon, and the proceeds of such redemption will be applied
by the Property Trustee to redeem outstanding Trust Securities at a redemption
price of $50 per Trust Security and all accumulated and unpaid distributions
thereon to the date of redemption.

MANDATORY REDEMPTION

Upon repayment of the Debentures at maturity or as a result of the
acceleration of the Debentures upon the occurrence of a Debenture Event of
Default, the proceeds from such repayment will be applied to redeem Trust
Securities having an aggregate liquidation amount equal to the aggregate
principal amount of Debentures so repaid at a price equal to the respective
liquidation amount of the Trust Securities together with accumulated and unpaid
distributions on the Trust Securities to the date of redemption. In the case of
acceleration of the Debentures, the Preferred Securities will be redeemed only
when repayment of the Debentures has actually been received by the Trust. In
addition, as described above under the caption "--Trust Special Event Exchange
or Redemption," upon the occurrence of a Trust Special Event, Preferred
Securities shall be exchanged for Debentures unless, in the case of a Trust Tax
Event, Tower shall have elected to (a) pay any Additional Sums such that the net
amounts of distributions received by the holders of any Preferred Securities not
so exchanged are not reduced as a result of such Tax

28
<PAGE>
Event and shall not have revoked any such election or failed to make such
payments or (b) redeem the Preferred Securities as further set forth under
"--Trust Special Event Exchange or Redemption" above.

REDEMPTION PROCEDURES

Preferred Securities redeemed on the date fixed for redemption shall be
redeemed at the redemption price with the applicable proceeds from the
contemporaneous redemption of the Debentures. Redemptions of the Preferred
Securities shall be made and the redemption price shall be payable on the
redemption date only to the extent that the Trust has funds on hand available
for the payment of such redemption price. See also "--Subordination of Common
Securities."

Notice of any redemption (optional or mandatory) of Preferred Securities
(which notice will be irrevocable) will be given by the Property Trustee to each
record holder of Preferred Securities that are being redeemed not fewer than 30
nor more than 60 days prior to the redemption date. If the Property Trustee or
the organization then serving as the depository for the Preferred Securities
(the "Clearing Agency") gives a notice of redemption in respect of the Preferred
Securities and the Property Trustee has received for deposit available funds
sufficient for such redemption by 10:00 a.m., New York City time, on the
redemption date, then, by 12:00 noon, New York City time, on the redemption
date, to the extent funds are available, the Property Trustee will deposit
irrevocably with DTC or the Clearing Agency, as the case may be, funds
sufficient to pay the applicable redemption price and will give DTC or the
Clearing Agency, as the case may be, irrevocable instructions and authority to
pay the redemption price to the holders of such Preferred Securities. If such
Preferred Securities are no longer in book-entry form, the Property Trustee, to
the extent funds are available, will irrevocably deposit with the entity
designated as paying agent (the "Paying Agent") funds sufficient to pay the
applicable redemption price and will give the Paying Agent irrevocable
instructions and authority to pay the redemption price to the holders thereof
upon surrender of their certificates evidencing such Preferred Securities.
Notwithstanding the foregoing, distributions payable on or prior to the
redemption date for any Preferred Securities called for redemption shall be
payable to the holders of such Preferred Securities as of the relevant record
date for the related Distribution Date. If notice of redemption shall have been
given and funds deposited as required, then upon the date of such deposit, all
rights of the holders of such Preferred Securities so called for redemption will
cease (including the accumulation of distributions and conversion rights of the
Preferred Securities), except the right of the holders of such Preferred
Securities to receive the redemption price, but without interest on such
redemption price, and such Preferred Securities will cease to be outstanding. In
the event that any date fixed for redemption of Preferred Securities is not a
Business Day, then payment of the redemption price on such date will be made on
the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
falls in the next calendar year, such payment will be made on the immediately
preceding Business Day. In the event that payment of the redemption price in
respect of Preferred Securities called for redemption is improperly withheld or
refused and not paid either by the Trust or by Tower pursuant to the Guarantee
as described under "Description of the Guarantee," distributions on such
Preferred Securities will continue to accumulate at the then applicable rate,
from the redemption date originally established by the Trust to the date such
redemption price is actually paid, in which case the actual payment date will be
the date fixed for redemption for purposes of calculating the redemption price.

Subject to applicable law (including, without limitation, United States
federal securities law), Tower, or its subsidiaries, may at any time and from
time to time purchase outstanding Preferred Securities by tender, in the open
market or by private agreement.

Payment of the redemption price on the Preferred Securities and any
distribution or exchange of Debentures to holders of Preferred Securities shall
be made to the applicable record holders thereof as they appear on the register
for such Preferred Securities on the relevant record date, which shall be the
fifteenth day (whether or not a Business Day) prior to the redemption date or
liquidation date, as applicable.

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<PAGE>
If less than all of the Trust Securities are to be redeemed on a redemption
date, then the aggregate liquidation amount of such Trust Securities to be
redeemed shall be allocated PRO RATA among the Trust Securities. The particular
Preferred Securities to be redeemed shall be selected not more than 60 days
prior to the redemption date by the Property Trustee from the outstanding
Preferred Securities not previously called for redemption, by lot or by such
method as the Property Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to $50 or an
integral multiple of $50 in excess thereof) of the liquidation amount of the
Preferred Securities. The Property Trustee shall promptly notify the Conversion
Agent in writing of the Preferred Securities selected for redemption and, in the
case of any Preferred Securities selected for partial redemption, the
liquidation amount thereof to be redeemed; it being understood that, in the case
of Preferred Securities held by DTC (or any successor) or its nominee, the
distribution of the proceeds of such redemption will be made in accordance with
the procedures of DTC or its nominee. For all purposes of the Declaration,
unless the context otherwise requires, all provisions relating to the redemption
of Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the aggregate
liquidation amount of Preferred Securities which has been or is to be redeemed.

Notice of any redemption of Debentures will be mailed at least 30 days but
not more than 60 days before the redemption date to each holder of Debentures to
be redeemed at its registered address. Unless Tower defaults in payment of the
redemption price, on and after the redemption date interest ceases to accrue on
such Debentures or portions thereof called for redemption.

SUBORDINATION OF COMMON SECURITIES

Payment of distributions on, and the redemption price of, the Trust
Securities, as applicable, shall be made PRO RATA based on the liquidation
amount of such Trust Securities; provided, however, that if on any Distribution
Date or redemption date, a Debenture Event of Default or an event of default
under the Guarantee shall have occurred and be continuing, no payment of any
distribution on, or redemption price of, any of the Common Securities, and no
other payment on account of the redemption, liquidation or other acquisition of
such Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid distributions on all of the outstanding Preferred
Securities for all distribution periods terminating on or prior thereto, or in
the case of payment of the redemption price the full amount of such redemption
price on all of the outstanding Preferred Securities then called for redemption,
shall have been made or provided for, and all funds available to the Property
Trustee shall first be applied to the payment in full in cash of all
distributions on, or redemption price of, the Preferred Securities then due and
payable.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

In the event of any voluntary or involuntary dissolution of the Trust (each,
a "Liquidation"), the holders of the Preferred Securities at that time will be
entitled to receive out of the assets of the Trust, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law,
distributions in an amount equal to the aggregate of the stated liquidation
amount of $50 per Preferred Security plus accumulated and unpaid distributions
thereon to the date of payment (the "Liquidation Distribution"), unless, in
connection with such Liquidation, after satisfaction of liabilities to creditors
of the Trust as provided by applicable law, Debentures in an aggregate unpaid
principal amount equal to the aggregate stated liquidation amount of, with an
interest rate identical to the distribution rate of, and accrued and unpaid
interest equal to accumulated and unpaid distributions on, the Preferred
Securities, have been distributed on a PRO RATA basis to the holders of
Preferred Securities in exchange for such Preferred Securities. See
"--Distribution of Debentures."

If such Liquidation Distribution can be paid only in part because the Trust
has insufficient assets available to pay in full the aggregate Liquidation
Distribution, then the amounts payable directly by the Trust on the Preferred
Securities shall be paid on a PRO RATA basis. Tower, as holder of the Common

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Securities, will be entitled to receive Liquidation Distributions upon any such
liquidation PRO RATA with the holders of the Preferred Securities, except that
if a Debenture Event of Default or an event of default under the Guarantee has
occurred and is continuing, the Preferred Securities shall have a priority over
the Common Securities.

Pursuant to the Declaration, the Trust shall automatically dissolve upon
expiration of its term and shall dissolve on the first to occur of: (i) certain
events of bankruptcy, dissolution or liquidation of Tower; (ii) upon receipt by
the Property Trustee of written direction from Tower, as Sponsor of the Trust,
to dissolve the Trust (which direction is optional and wholly within the
discretion of Tower, as Sponsor); (iii) the redemption, conversion or exchange
of all of the Trust Securities; (iv) the entry by a court of competent
jurisdiction of an order for the dissolution of the Trust; and (v) the
occurrence of a Trust Special Event except in the case of a Trust Tax Event
following which Tower has elected to pay any Additional Sums such that the net
amount received by holders of Preferred Securities in respect of distributions
is not reduced as a result of such Trust Tax Event and Tower has not revoked any
such election or failed to make such payment.

TRUST ENFORCEMENT EVENTS; NOTICE

Within 90 days after the occurrence of any Trust Enforcement Event (that is,
the occurrence of a Debenture Event of Default) or a default by Tower in respect
of any of its obligations under the Guarantee actually known to the Property
Trustee, the Property Trustee shall transmit notice of such event to the holders
of the Preferred Securities, the Administrative Trustees and Tower, as Sponsor,
unless such event shall have been cured or waived. Tower, as Sponsor, and the
Administrative Trustees, on behalf of the Trust, are required to file annually
with the Property Trustee a certificate as to whether or not they are in
compliance with all the conditions and covenants applicable to them under the
Declaration.

If a Debenture Event of Default or a default under the Guarantee has
occurred and is continuing, the Preferred Securities shall have a preference
over the Common Securities upon dissolution of the Trust as described above. See
"--Liquidation Distribution Upon Dissolution." The existence of a Debenture
Event of Default does not entitle the holders of Preferred Securities to
accelerate the maturity thereof except to the extent described below under the
caption "--Enforcement of Certain Rights by Holders of Preferred Securities."

In the case of any Debenture Events of Default, Tower as holder of the
Common Securities will be deemed to have waived any right to act with respect to
any such Debenture Events of Default until such Debenture Events of Default with
respect to the Preferred Securities have been cured, waived or otherwise
eliminated. Until any such Debenture Events of Default with respect to the
Preferred Securities have been so cured, waived or otherwise eliminated, the
Property Trustee shall act solely on behalf of the holders of the Preferred
Securities and not on behalf of Tower as holder of the Common Securities, and
only the holders of the Preferred Securities will have the right to direct the
Property Trustee to act on their behalf.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES

If a Debenture Event of Default has occurred and is continuing, the Property
Trustee, as the sole holder of the Debentures, shall have the right under the
Subordinated Indenture to declare the principal of, premium, if any, on and
interest on the Debentures immediately due and payable, and, accordingly, the
holders of Preferred Securities would rely on the enforcement by the Property
Trustee of its rights as a holder of the Debentures against Tower. In addition,
the holders of a majority in aggregate liquidation amount of the Preferred
Securities will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee or to
direct the exercise of any trust or power conferred upon the Property Trustee
under the Declaration, including the right to direct the Property Trustee to
exercise the remedies available to it as a holder of the Debentures. If the
Property Trustee fails to enforce its rights as holder of the Debentures after a
request therefor by a holder of

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Preferred Securities, such holder may proceed to enforce such rights directly
against Tower. Notwithstanding the foregoing, if a Debenture Event of Default
has occurred and is continuing and such event is attributable to the failure of
Tower to pay interest or principal on the Debentures on the date such interest
or principal is otherwise payable (or in the case of redemption, on the
redemption date), then a holder of Preferred Securities may directly institute a
Legal Action against Tower for enforcement of payment to such holder of the
principal of or interest on the Debentures having a principal amount equal to
the aggregate liquidation amount of the Preferred Securities of such holder on
or after the respective due date specified in the Debentures. In connection with
such Legal Action, Tower will be subrogated to the rights of such holder of
Preferred Securities under the Declaration to the extent of any payment made by
Tower to such holder of Preferred Securities in such Legal Action. The holders
of Preferred Securities will not be able to exercise directly against Tower any
other remedy available to the Property Trustee unless the Property Trustee first
fails to do so.

MERGER OR CONSOLIDATION OF TRUSTEES

Any corporation into which the Property Trustee, Delaware Trustee or any
Administrative Trustee that is not a natural person may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Property Trustee, Delaware
Trustee or any Administrative Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of such
Trustee, shall be the successor of such Trustee under the Declaration, provided
such corporation shall be otherwise qualified and eligible.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST

The Trust may not merge with or into, consolidate, amalgamate or be replaced
by, or convey, transfer or lease its properties and assets substantially as an
entirety to any corporation or other person, except as described below. The
Trust may, with the consent of the Administrative Trustees and without the
consent of the Property Trustee or the holders of the Preferred Securities,
merge with or into, consolidate, amalgamate, be replaced by or convey, transfer
or lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any state, provided that (i) if the Trust is
not the survivor of such transaction, such successor entity either (a) expressly
assumes all of the obligations of the Trust with respect to the Trust Securities
or (b) substitutes for the Preferred Securities other securities having
substantially the same terms as the Preferred Securities (the "Successor
Securities") so long as the Successor Securities rank the same as the Preferred
Securities rank in priority with respect to distributions and payments upon
liquidation, redemption and otherwise; (ii) Tower expressly appoints a trustee
of such successor entity possessing the same powers and duties as the Property
Trustee as the holder of the Debentures; (iii) the Successor Securities are
listed, or any Successor Securities will be listed upon notification of
issuance, on any national securities exchange or other organization on which the
Preferred Securities are then listed, if any; (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization; (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Preferred Securities (including any Successor Securities) in any material
respect (other than with respect to any dilution of the holders' interest in the
new entity); (vi) such successor entity has a purpose identical to that of the
Trust; (vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, Tower has received an opinion from nationally
recognized independent counsel to the Trust experienced in such matters to the
effect that (a) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease will not adversely affect the rights, preferences
and privileges of the holders of the Preferred Securities (including any
Successor Securities) in any material respect (other than with respect to any
dilution of the holders' interest in the new entity), (b) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Trust nor such successor entity will be required to register as an
investment company

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under the Investment Company Act and (c) following such merger, consolidation,
amalgamation or replacement, the Trust (or such successor entity) will not be
taxable as a corporation for United States federal income tax purposes; and
(viii) Tower or any permitted successor or assignee owns all of the Common
Securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantees. Notwithstanding the foregoing, the Trust shall not, except
with the consent of holders of 100% in aggregate liquidation amount of the
Preferred Securities, consolidate, amalgamate, merge with or into, be replaced
by or convey, transfer or lease its properties and assets substantially as an
entirety to any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it, if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or the successor entity to be taxable as a corporation for United States
federal income tax purposes.

VOTING RIGHTS; AMENDMENT OF THE DECLARATION

Except as provided below and under the caption "Description of the
Guarantee--Amendments and Assignment" and as otherwise required by law and the
Declaration, the holders of the Preferred Securities will have no voting rights.

The Declaration may be amended from time to time by a majority of the
Administrative Trustees (and in certain circumstances, the Property Trustee and
the Delaware Trustee), without the consent of the holders of the Preferred
Securities (i) to cure any ambiguity or to correct or supplement any provisions
in the Declaration that may be defective or inconsistent with any other
provision, or to amend any other provisions with respect to matters or questions
arising under the Declaration that shall not be inconsistent with the other
provisions of the Declaration; (ii) to add to the covenants, restrictions or
obligations of Tower; (iii) to conform to any change in the Investment Company
Act or written change in interpretation or application of the rules and
regulations promulgated thereunder by any legislative body, court, government
agency or regulatory authority; (iv) to conform to any change in the Trust
Indenture Act or written change in interpretation or application of the rules
and regulations promulgated thereunder by any legislative body, court,
government agency or regulatory authority; or (v) to modify, eliminate and add
to any provision of the Declaration to such extent as may be necessary;
provided, however, that such amendments do not have a material adverse effect on
the rights, preferences or privileges of any holder of Trust Securities, and any
amendments of the Declaration shall become effective when notice thereof is
given to the holders of Trust Securities. Notwithstanding the foregoing, if any
proposed amendment provides for, or the Administrative Trustees otherwise
propose to effect, (i) any action that would adversely affect the powers,
preferences or special rights of the Trust Securities, whether by way of
amendment to the Declaration or otherwise, or (ii) the dissolution, winding-up
or termination of the Trust other than pursuant to the terms of the Declaration,
then the holders of the Trust Securities voting together as a single class will
be entitled to vote on such amendment or proposal and such amendment or proposal
shall not be effective except with the approval of at least a majority in
aggregate liquidation amount of the Trust Securities affected thereby; provided
that if any amendment or proposal referred to in clause (i) above would
adversely affect only the Preferred Securities or the Common Securities, then
only the affected class will be entitled to vote on such amendment or proposal
and such amendment or proposal shall not be effective except with the approval
of a majority in aggregate liquidation amount of such class of the Trust
Securities.

No amendment or modification may be made to the Declaration if such
amendment or modification would (i) cause the Trust to fail to be classified as
a grantor trust for United States federal income tax purposes, (ii) cause the
Trust to be taxable as a corporation for such purposes, (iii) reduce or
otherwise adversely affect the powers of the Property Trustee in contravention
of the Trust Indenture Act or (iv) cause the Trust to be deemed an "investment
company" which is required to be registered under the Investment Company Act.

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Subject to the requirement of the Property Trustee obtaining the opinion
described in the last sentence of this paragraph, the holders of a majority in
aggregate liquidation amount of Preferred Securities will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Property Trustee or to direct the exercise of any trust or
power conferred upon the Property Trustee under the Declaration, including the
right to direct the Property Trustee, as holder of the Debentures, (i) to
exercise the remedies available to it under the Subordinated Indenture as holder
of the Debentures and (ii) to consent to any amendment, modification, or
termination of the Subordinated Indenture or the Debentures where such consent
shall be required; provided, however, that where a consent or action under the
Subordinated Indenture would require the consent or act of the holders of more
than a majority of the aggregate principal amount of Debentures affected
thereby, only the holders of the percentage of the aggregate liquidation amount
of the Preferred Securities which is at least equal to the percentage required
under the Subordinated Indenture may direct the Property Trustee to give such
consent or take such action on behalf of the Trust; provided, further, however,
that under certain circumstances the Property Trustee shall have the right to
decline to follow any such direction. The Property Trustee shall notify all
holders of the Preferred Securities of any notice of any Trust Enforcement Event
received from Tower with respect to the Debentures. Except with respect to
directing the time, method and place of conducting a proceeding for a remedy as
described above, the Property Trustee shall be under no obligation to take any
of the actions described in clauses (i) or (ii) above unless the Property
Trustee has obtained an opinion of independent tax counsel to the effect that as
a result of such action, the Trust will not be taxable as a corporation for
United States federal income tax purposes and that after such action each holder
of Trust Securities will continue to be treated as owning an undivided
beneficial ownership interest in the Debentures.

A waiver of a Debenture Event of Default will constitute a waiver of the
corresponding Trust Enforcement Event. Any required approval or direction of
holders of Preferred Securities may be given at a separate meeting of holders of
Preferred Securities convened for such purpose, at a meeting of all of the
holders of Trust Securities or pursuant to written consent. The Administrative
Trustees will cause a notice of any meeting at which holders of Preferred
Securities are entitled to vote, or of any matter upon which action by written
consent of such holders is to be taken, to be mailed to each holder of record of
Preferred Securities. Each such notice will include a statement setting forth
the following information: (i) the date of such meeting or the date by which
such action is to be taken; (ii) a description of any resolution proposed for
adoption at such meeting on which such holders are entitled to vote or of such
matter upon which written consent is sought; and (iii) instructions for the
delivery of proxies or consents.

No vote or consent of the holders of Preferred Securities will be required
for the Trust to redeem and cancel the Preferred Securities in accordance with
the Declaration.

Notwithstanding that holders of Preferred Securities are entitled to vote or
consent under any of the circumstances described above, any of the Preferred
Securities that are beneficially owned at such time by Tower or any entity
directly or indirectly controlled by, or under direct or indirect common control
with, Tower shall not be entitled to vote or consent and shall, for purposes of
such vote or consent, be treated as if such Preferred Securities were not
outstanding, except for Preferred Securities purchased or acquired by Tower or
its affiliates in connection with transactions effected by or for the account of
customers of Tower or any of its subsidiaries or in connection with the
distribution or trading of such Preferred Securities; provided, however, that
persons (other than affiliates of Tower) to whom Tower or any of its
subsidiaries have pledged Preferred Securities may vote or consent with respect
to such pledged Preferred Securities pursuant to the terms of such pledge.

The procedures by which holders of Preferred Securities may exercise their
voting rights are described below. See "--Form, Transfer, Exchange and
Book-Entry Procedures."

Holders of the Preferred Securities will have no rights to appoint or remove
the Regular Trustees or the Delaware Trustee, who may be appointed, removed or
replaced solely by Tower, as the holder of all the

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Common Securities, provided that, upon the occurrence and during the continuance
of a Trust Enforcement Event, the Property Trustee may be removed and a
successor appointed only by the holders of a majority in aggregate liquidation
amount of the Preferred Securities.

FORM, TRANSFER, EXCHANGE AND BOOK-ENTRY PROCEDURES

The description of book-entry procedures in this Prospectus includes
summaries of certain rules and operating procedures of DTC that affect transfers
of interests in the global certificate or certificates issued in connection with
sales of Preferred Securities made pursuant to this Prospectus. The Preferred
Securities were issued as fully registered securities registered in the name of
Cede & Co. (as nominee for DTC). Fully registered global Preferred Securities
certificates (the "Global Certificates") were issued, representing such
Preferred Securities and were deposited with DTC. The Global Certificates
comprise the certificates representing Preferred Securities initially sold to
QIBs in reliance on Rule 144A under the Securities Act ("Restricted Global
Certificates") and the Preferred Securities initially sold in offshore
transactions in reliance on Regulation S (the "Regulation S Global
Certificates"). One or more unrestricted Global Certificates will be issued,
representing, in the aggregate, Preferred Securities sold pursuant to this
Prospectus, and will be deposited with DTC.

The descriptions of the operations and procedures of DTC, Euroclear and
CEDEL that follow are provided solely as a matter of convenience. These
operations and procedures are solely within the control of the respective
settlement systems and are subject to changes by them from time to time. The
Issuer and the Company take no responsibility for these operations and
procedures and urge investors to contact the system or their participants
directly to discuss these matters.

DTC has advised the Issuer and the Company as follows: DTC is a limited
purpose trust company organized under the laws of the State of New York, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the Uniform Commercial Code and a "Clearing Agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. DTC was created
to hold securities for its participants ("participants") and facilitate the
clearance and settlement of securities transactions between participants through
electronic book-entry changes in accounts of its participants, thereby
eliminating the need for physical transfer and delivery of certificates.
Participants include securities brokers and dealers, banks, trust companies and
clearing corporations and may include certain other organizations. Indirect
access to the DTC system is available to other entities such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly ("indirect
participants").

DTC has advised the Issuer and the Company that its current practice is to
credit, on its internal system, the respective liquidation preference or number
of securities of the individual beneficial interests represented by the
Restricted Global Certificates and the Regulation S Global Certificates to the
accounts with DTC of the participants through which such interests are to be
held. Ownership of beneficial interests in the Global Certificates will be shown
on, and the transfer of that ownership will be effected only through, records
maintained by DTC or its nominees (with respect to interests of participants)
and the records of participants and indirect participants (with respect to
interests of persons other than participants).

As long as DTC, or its nominee, is the registered holder of a Global
Certificate, DTC or such nominee, as the case may be, will be considered the
sole owner and holder of the Preferred Securities represented by such Global
Certificate for all purposes under the Trust Agreement and the Preferred
Securities.

Except in the limited circumstances described below under "--Exchanges of
Book-Entry Certificates for Certificated Preferred Securities", owners of
beneficial interests in a Global Certificate will not be entitled to have any
portions of such Global Certificate registered in their names, will not receive
or be entitled to receive physical delivery of Preferred Securities in
definitive form and will not be considered the

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owners or holders of the Global Certificate (or any Preferred Securities
represented thereby) under the Trust Agreement or the Preferred Securities.

Investors may hold their interests in the Restricted Global Certificate
directly through DTC, if they are participants in such system, or indirectly
through organizations (including Euroclear and CEDEL) which are participants in
such system. Investors may hold their interests in the Regulation S Global
Certificate through CEDEL or Euroclear, if they are participants in such
systems, or indirectly through organizations which are participants in such
systems. After the expiration of the Restricted Period (but not earlier),
investors may also hold their interests in the Regulation S Global Certificate
through organizations other than CEDEL and Euroclear that are participants in
the DTC system. CEDEL and Euroclear hold interests in the Regulation S Global
Certificate on behalf of their participants through customers' securities
accounts in their respective names on the books of their respective
depositories. The depositories, in turn, hold such interests in the Regulation S
Global Certificate in customers' securities accounts in the depositories' names
on the books of DTC. All interests in a Global Certificate, including those held
through Euroclear or CEDEL, will be subject to the procedures and requirements
of DTC. Those interests held through Euroclear and CEDEL are subject to the
procedures and requirements of such system. Beneficial interests in the
Restricted Global Certificate may be exchanged for beneficial interests in the
Regulation S Global Certificate and vice versa only in connection with a
transfer of such interest and subject to compliance with certain certification
requirements. "Restricted Period" means, with respect to the Preferred
Securities, the one-year period, and with respect to the Debentures, the Company
Common Stock issuable on conversion thereof or of the Preferred Securities, and
the Guarantee, the 40-day period, in each case following the later of the
commencement of the Original Offering and the last original issue date of the
Preferred Securities (including any Preferred Securities issued to cover
over-allotments).

The laws of some states require that certain persons take physical delivery
in definitive form of securities that they own. Consequently, the ability to
transfer beneficial interests in a Global Certificate to such persons may be
limited to that extent. Because DTC can act only on behalf of its participants,
which in turn act on behalf of indirect participants and certain banks, the
ability of a person having beneficial interests in a Global Certificate to
pledge such interest to persons or entities that do not participate in the DTC
system, or otherwise take actions in respect of such interests, may be affected
by the lack of a physical certificate evidencing such interests.

Payments of Distributions on Global Certificates will be made to DTC or its
nominee as the registered owner thereof. Neither the Issuer, the Company, the
Property Trustee nor any of their respective agents has any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the Global Certificates or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

The Issuer and the Company expect that DTC or its nominee, upon receipt of
any payment of Distributions in respect of a Global Certificate representing any
Preferred Securities held by it or its nominee, will immediately credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the liquidation preference or number of
securities represented by such Global Certificate for such Preferred Securities
as shown on the records of DTC or its nominee. The Issuer and the Company also
expect that payments by participants to owners of beneficial interests in such
Global Certificate held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in "street name". Such payments will be
the responsibility of such participants.

Except for trades involving only Euroclear and CEDEL participants, interests
in the Global Certificates will trade in DTC's Same-Day Funds Settlement System
and secondary market trading activity in such interests will therefore settle in
immediately available funds, subject in all cases to the rules and procedures of
DTC and its participants. Transfers between participants in DTC will be effected
in accordance with DTC's procedures, and will be settled in same-day funds.
Transfers between participants

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in Euroclear and CEDEL will be effected in the ordinary way in accordance with
their respective rules and operating procedures.

Subject to compliance with the transfer and exchange restrictions applicable
to the Preferred Securities described elsewhere herein, cross-market transfers
between DTC participants, on the one hand, and Euroclear or CEDEL participants,
on the other hand, will be effected by DTC in accordance with DTC's rules on
behalf of Euroclear or CEDEL, as the case may be, by its respective depositary;
however, such cross-market transactions will require delivery of instructions to
Euroclear or CEDEL, as the case may be, by the counterparts in such system in
accordance with the rules and procedures and within the established deadlines
(Brussels time) of such system. Euroclear or CEDEL, as the case may be, will, if
the transaction meets its settlement requirements, deliver instructions to its
respective depositary to take action to effect final settlement on its behalf by
delivering or receiving interests in the relevant Global Certificate in DTC, and
making or receiving payment in accordance with normal procedures for same-day
funds settlement applicable to DTC. Euroclear participants and CEDEL
participants may not deliver instructions directly to the depositories for
Euroclear or CEDEL.

Because of time zone differences, the securities account of a Euroclear or
CEDEL participant purchasing an interest in a Global Certificate from a DTC
participant will be credited, and any such crediting will be reported to the
relevant Euroclear or CEDEL participant, during the securities settlement
processing day (which must be a business day for Euroclear and CEDEL)
immediately following the DTC settlement date. Cash received in Euroclear or
CEDEL as a result of sales of interests in a Global Certificate by or through a
Euroclear or CEDEL participant to a DTC participant will be received with value
on the DTC settlement date but will be available in the relevant Euroclear or
CEDEL cash account of the business day for Euroclear or CEDEL following the DTC
settlement date.

DTC has advised the Issuer and the Company that it will take any action
permitted to be taken by a holder of certificates for Preferred Securities
(including the presentation of Preferred Securities for exchange as described
below and the conversion of Preferred Securities) only at the direction of one
or more participants to whose account with DTC interests in the Global
Certificates are credited and only in respect of such portion of the aggregate
liquidation preference of the Preferred Securities as to which such participant
or participants has or have given such direction. However, if there is a
Declaration Event of Default, DTC reserves the right to exchange the Global
Certificates for legended Preferred Securities in certificated form, and to
distribute such Preferred Securities to its participants.

Although DTC, Euroclear and CEDEL have agreed to the foregoing procedures in
order to facilitate transfers of beneficial ownership interests in the Global
Certificates among participants of DTC, Euroclear and CEDEL, they are under no
obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. None of the Issuer, the Company, the
Initial Purchasers, the Property Trustee nor any of their respective agents has
any responsibility for the performance by DTC, Euroclear and CEDEL, their
participants or indirect participants of their respective obligations under the
rules and procedures governing their operations, including maintaining,
supervising or reviewing the records relating to, or payments made on account
of, beneficial ownership interests in Global Certificates.

Redemption notices shall be sent to Cede & Co. as the registered holder of
the Preferred Securities. If less than all of the Preferred Securities are being
redeemed, DTC will determine the amount of interest of each Participant to be
redeemed in accordance with its procedures.

Although voting with respect to the Preferred Securities is limited to the
holders of record of the Preferred Securities, in those instances in which a
vote is required, neither DTC nor Cede & Co. will itself consent or vote with
respect to Preferred Securities. Under its usual procedures, DTC would mail an
omnibus proxy (the "Omnibus Proxy") to the Property Trustee as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those direct participants to whose accounts such Preferred
Securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy).

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Conveyance of notices and other communications by DTC to participants, by
participants to indirect participants, and by participants and indirect
participants to beneficial owners of the Preferred Securities and the voting
rights of participants, indirect participants and beneficial owners of Preferred
Securities will be governed by arrangements among them, subject to any statutory
or regulatory requirements as may be in effect from time to time.

DTC may discontinue providing its services as securities depositary with
respect to the Preferred Securities at any time by giving reasonable notice to
the Property Trustee and the Company. In the event that a successor securities
depositary is not obtained, definitive Preferred Securities certificates
representing such Preferred Securities are required to be printed and delivered.
The Company, at its option, may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor depositary). After a Debenture
Event of Default, the holders of a majority in liquidation preference of
Preferred Securities may determine to discontinue the system of book-entry
transfers through DTC. In any such event, definitive certificates for the
Preferred Securities will be printed and delivered.

A beneficial interest in a Global Certificate may not be exchanged for
certificated Preferred Securities unless (i) DTC (x) notifies the Issuer and the
Company that it is unwilling or unable to continue as depositary for the Global
Certificate or (y) has ceased to be a clearing agency registered under the
Exchange Act and in either case the Issuer and the Company thereupon fails to
appoint a successor depositary, (ii) the Issuer and the Company, at their
option, notify the Property Trustee in writing that they elect to cause the
issuance of the Preferred Securities in certificated form or (iii) there shall
have occurred and be continuing a Declaration Event of Default or any event
which after notice or lapse of time or both would be a Declaration Event of
Default. In all cases, certificated Preferred Securities delivered in exchange
for any Global Certificate or beneficial interests therein will be registered in
the names, and issued in any approved denominations, requested by or on behalf
of DTC (in accordance with its customary procedures). Any exchange of a
beneficial interest in the Regulation S Global Certificate for a beneficial
interest in the Restricted Global Certificate or vice versa will be effected in
DTC by means of an instruction originated by the Property Trustee through the
DTC Deposit/Withdraw at Custodian ("DWAC") system. Any certificated Preferred
Securities issued in exchange for an interest in a Global Certificate will bear
any legend restricting transfers that is borne by such Global Certificate. Any
such exchange will be effected through the DWAC system and an appropriate
adjustment will be made in the records of the security registrar to reflect a
decrease in the liquidation preference or number of securities of the relevant
Global Certificate.

PAYMENT AND PAYING AGENTS

Payments in respect of the Preferred Securities represented by the Global
Certificates shall be made to DTC, which shall credit the relevant accounts at
DTC on the scheduled payment dates or, in the case of certificated securities,
if any, such payments shall be made by check mailed to the address of the holder
entitled thereto as such address shall appear on the register. The Paying Agent
shall be permitted to resign as Paying Agent upon 30 days written notice to the
Administrative Trustees. In the event that The First National Bank of Chicago
shall no longer be the Paying Agent, the Administrative Trustees shall appoint a
successor to act as Paying Agent (which shall be a bank or trust company).

REGISTRAR, TRANSFER AGENT, CONVERSION, EXCHANGE AND PAYING AGENT

The Property Trustee will act as Registrar, Transfer Agent, Paying,
Conversion and Exchange Agent for the Preferred Securities.

Registration of transfers of Preferred Securities will be effected without
charge by or on behalf of the Trust, but upon payment (with the giving of such
indemnity as the Trust may require) in respect of any tax or other government
charges which may be imposed in relation to it.

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The Trust will not be required to register or cause to be registered the
transfer of Preferred Securities after such Preferred Securities have been
called for redemption.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

The Property Trustee, prior to the occurrence of a default with respect to
the Trust Securities, undertakes to perform only such duties as are specifically
set forth in the Declaration and, after default, shall exercise the same degree
of care as a prudent individual would exercise in the conduct of his or her own
affairs. Subject to such provisions, the Property Trustee is under no obligation
to exercise any of the powers vested in it by the Declaration at the request of
any holder of Preferred Securities, unless offered reasonable indemnity by such
holder against the costs, expenses and liabilities which might be incurred
thereby. The holders of Preferred Securities will not be required to offer such
indemnity in the event such holders, by exercising their voting rights, direct
the Property Trustee to take any action following a Trust Enforcement Event.

GOVERNING LAW

The Declaration and the Preferred Securities are governed by, and construed
in accordance with, the internal laws of the State of Delaware.

MISCELLANEOUS

The Regular Trustees are authorized and directed to conduct the affairs of
and to operate the Trust in such a way that the Trust will not be deemed to be
an "investment company" required to be registered under the Investment Company
Act or characterized as other than a grantor trust for United States federal
income tax purposes. In this connection, the Regular Trustees are authorized to
take any action, not inconsistent with applicable law, the certificate of trust
or the Declaration that the Regular Trustees determine in their discretion to be
necessary or desirable for such purposes as long as such action does not
adversely affect the interests of the holders of the Preferred Securities.

Holders of the Preferred Securities have no preemptive rights.

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DESCRIPTION OF THE GUARANTEE

The Guarantee was executed and delivered by Tower concurrently with the
issuance by the Trust of the Preferred Securities for the benefit of the holders
from time to time of such Preferred Securities. The First National Bank of
Chicago has been appointed trustee ("Trust Guarantee Trustee") under the
Guarantee. This summary of certain provisions of the Guarantee does not purport
to be complete and is subject to, and qualified in its entirety by reference to,
all of the provisions of the Guarantee (a copy of which is filed as an exhibit
to this Registration Statement of which this Prospectus forms a part). The Trust
Guarantee Trustee will hold the Guarantee for the benefit of the holders of the
Preferred Securities. As used in this section, the "Company" or "Tower" refers
to Tower Automotive, Inc., exclusive of its subsidiaries.

GENERAL

Tower has irrevocably agreed to pay in full on a subordinated basis, to the
extent set forth herein, the Guarantee Payments (as defined herein) to the
holders of the Preferred Securities, as and when due, regardless of any defense,
right of set-off or counterclaim that the Trust may have or assert other than
the defense of payment. The following payments with respect to the Preferred
Securities, to the extent not paid by or on behalf of the Trust (the "Guarantee
Payments"), will be subject to the Guarantee: (i) any accumulated and unpaid
distributions required to be paid on the Preferred Securities, to the extent
that the Trust has funds on hand available therefor at such time, (ii) the
redemption price with respect to any Preferred Securities called for redemption
to the extent that the Trust has funds on hand available therefor at such time,
or (iii) upon a voluntary or involuntary dissolution, winding up or liquidation
of the Trust (unless the Debentures are distributed to holders of the Preferred
Securities), the lesser of (a) the Liquidation Distribution, to the extent that
the Trust has funds on hand available therefor at such time, and (b) the amount
of assets of the Trust remaining available for distribution to holders of
Preferred Securities. Tower's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by Tower to the holders of
the Preferred Securities or by causing the Trust to pay such amounts to such
holders.

The Guarantee is an irrevocable guarantee on a subordinated basis of the
Trust's obligations under the Preferred Securities, but applies only to the
extent that the Trust has funds sufficient to make such payments, and is not a
guarantee of collection. If Tower does not make interest payments on the
Debentures held by the Trust, the Trust will not be able to pay distributions on
the Preferred Securities and will not have funds legally available therefor.

Tower has, through the Guarantee, the Declaration, the Debentures and the
Subordinated Indenture, taken together, fully, irrevocably and unconditionally
guaranteed all of the Trust's obligations under the Preferred Securities. No
single document standing alone or operating in conjunction with fewer than all
of the other documents constitutes such guarantee. It is only the combined
operation of these documents that has the effect of providing a full,
irrevocable and unconditional guarantee of the Trust's obligations under the
Preferred Securities. See "Relationship Among the Preferred Securities, the
Debentures and the Guarantee."

The Company has also agreed separately to irrevocably and unconditionally
guarantee the obligations of the Trust with respect to the Common Securities to
the same extent as the Guarantee, except that upon the occurrence and during the
continuation of a Trust Enforcement Event or a default under the Guarantee,
holders of Preferred Securities shall have priority over holders of Common
Securities with respect to distributions and payments on liquidation, redemption
or otherwise.

STATUS OF THE GUARANTEE

The Guarantee constitutes an unsecured obligation of Tower and ranks
subordinate and junior in right of payment to all other liabilities of Tower
(except the guarantee of the Common Securities) and ranks

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PARI PASSU with the most senior preferred stock, if any, issued from time to
time by Tower and senior to the Common Stock of Tower. The terms of the
Preferred Securities provide that each holder by acceptance thereof, consents
and agrees to the subordination and other provisions of the Guarantee.

The Guarantee constitutes a guarantee of payment and not of collection
(i.e., the guaranteed party may institute a legal proceeding directly against
the Guarantor to enforce its rights under the Guarantee without first
instituting a legal proceeding against any other person or entity). The
Guarantee will be held for the benefit of the holders of the Preferred
Securities. The Guarantee will not be discharged except by payment of the
Guarantee Payments in full to the extent not paid by the Trust or upon
distribution of the Debentures to the holders of the Preferred Securities. The
Guarantee does not place a limitation on the amount of additional indebtedness
that may be incurred by Tower or any of its subsidiaries.

AMENDMENTS AND ASSIGNMENT

Except with respect to any changes which do not materially adversely affect
the rights of holders of the Preferred Securities (in which case no vote will be
required), the Guarantee may not be amended without the prior approval of the
holders of not less than a majority in aggregate liquidation amount of the
outstanding Preferred Securities. The manner of obtaining any such approval will
be as set forth under "Description of the Preferred Securities--Voting Rights;
Amendment of the Declaration." All guarantees and agreements contained in the
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of Tower and shall inure to the benefit of the holders of the
Preferred Securities then outstanding.

CERTAIN COVENANTS OF TOWER

Tower has covenanted in the Guarantee that if and so long as (i) the Trust
is the holder of all the Debentures, (ii) a Trust Tax Event in respect of the
Trust has occurred and is continuing, and (iii) Tower has elected, and has not
revoked such election, to pay Additional Sums in respect of the Trust
Securities, Tower will pay to the Trust such Additional Sums. Tower also
covenanted that it will not, and it will not cause any of its subsidiaries to,
(I) declare or pay any dividends on, make distributions with respect to, or
redeem, purchase or acquire, or make a liquidation payment with respect to, any
of Tower's capital stock (except for (x) dividends or distributions in shares
of, or options, warrants or rights to subscribe for or purchase shares of, its
capital stock and conversions or exchanges of common stock of one class into
common stock of another class and (y) redemptions or purchases of any rights
pursuant to a rights agreement and the issuance of capital stock pursuant to
such rights) or (II) make any payments of principal, interest or premium, if
any, on or repay or repurchase or redeem any debt securities (including
guarantees of indebtedness for money borrowed) of Tower that rank PARI PASSU
with or junior to the Debentures (other than (a) any redemption, liquidation,
interest, principal or guarantee payment by Tower where the payment is made by
way of securities (including capital stock) that rank PARI PASSU with or junior
to the securities on which such dividend, redemption, interest, principal or
guarantee payment is being made; (b) payments under the Guarantees; (c)
purchases of Common Stock related to the issuance of Common Stock under any of
Tower's benefit plans for its directors, officers or employees; (d) as a result
of a reclassification of Tower's capital stock or the exchange or conversion of
one series or class of Tower's capital stock for another series or class of
Tower's capital stock; (e) the purchase of fractional interests in shares of
Tower's capital stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged; and (f) redemptions
or purchases of any rights pursuant to a rights agreement and the issuance of
capital stock pursuant to such rights) if at such time (i) for any distribution
period, full distributions on a cumulative basis on any Trust Securities have
not been paid, (ii) there shall have occurred and be continuing any Debenture
Event of Default or any event of which Tower has actual knowledge that, with the
giving of notice or the lapse of time, or both, would constitute a Debenture
Event of Default, (iii) Tower shall be in default of any obligations under the
Guarantees or (iv) Tower shall have given notice of its selection of an
Extension Period as provided in the Subordinated

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Indenture with respect to the Debentures and shall not have rescinded such
notice, or such Extension Period, or any extension thereof, shall be continuing.
Tower will also covenant (a) to maintain the reservation for issuance of the
number of shares of Common Stock that would be required from time to time upon
the conversion of all of the Debentures then outstanding and (b) to deliver
shares of Common Stock upon an election by the holders of the Trust Securities
to convert such Trust Securities into Common Stock.

For so long as Preferred Securities are outstanding, Tower has covenanted
(i) not to convert Debentures except pursuant to a notice of conversion
delivered to the Conversion Agent by a holder of Trust Securities, (ii) to
maintain directly or indirectly 100% ownership of the Common Securities,
provided that certain successors which are permitted pursuant to the
Subordinated Indenture may succeed to Tower's ownership of the Common Securities
and (iii) not to voluntarily terminate, wind-up or liquidate the Trust, except
in connection with (a) a distribution of the Debentures to the holders of the
Trust Securities in liquidation of the Trust, (b) the redemption of all Trust
Securities or (c) certain mergers, consolidations or amalgamations permitted by
the Declaration. Tower will also covenant to use its commercially reasonable
efforts, consistent with the terms and provisions of the Declaration, to cause
the Trust to remain classified as a grantor trust and not taxable as a
corporation for United States federal income tax purposes. As part of the
Guarantee, Tower will agree that it will honor all obligations described therein
relating to the conversion or exchange of the Trust Securities into or for
Common Stock or Debentures.

GUARANTEE EVENTS OF DEFAULT

An event of default under the Guarantee will occur upon the failure of Tower
to perform any of its payment or other obligations thereunder. The holders of a
majority in aggregate liquidation amount of the Preferred Securities have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trust Guarantee Trustee in respect of the Guarantee or
to direct the exercise of any trust or power conferred upon the Trust Guarantee
Trustee under the Guarantee.

If the Trust Guarantee Trustee fails to enforce the Guarantee, any holder of
the Preferred Securities may institute a legal proceeding directly against Tower
to enforce its rights under the Guarantee without first instituting a legal
proceeding against the Trust, the Trust Guarantee Trustee or any other person or
entity. In addition, any record holder of Preferred Securities shall have the
right, which is absolute and unconditional, to proceed directly against Tower to
obtain Guarantee Payments, without first waiting to determine if the Trust
Guarantee Trustee has enforced the Guarantee or instituting a legal proceeding
against the Trust, the Trust Guarantee Trustee or any other person or entity.
Tower has waived any right or remedy to require that any action be brought just
against the Trust, or any other person or entity before proceeding directly
against Tower.

Tower, as guarantor, is required to file annually with the Trust Guarantee
Trustee a certificate as to whether or not Tower is in compliance with all the
conditions and covenants applicable to it under the Guarantee.

INFORMATION CONCERNING THE TRUST GUARANTEE TRUSTEE

The Trust Guarantee Trustee, other than during the occurrence and
continuance of a default by Tower in performance of the Guarantee, undertakes to
perform only such duties as are specifically set forth in the Guarantee and,
after default with respect to the Guarantee, must exercise the same degree of
care and skill as a prudent person would exercise or use under the circumstances
in the conduct of his or her own affairs. Subject to this provision, the Trust
Guarantee Trustee is under no obligation to exercise any of the powers vested in
it by the Guarantee at the request of any holder of Preferred Securities unless
it is offered reasonable indemnity against the costs, expenses and liabilities
that might be incurred thereby.

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TERMINATION OF THE GUARANTEE

The Guarantee will terminate and be of no further force and effect (i) upon
full payment of the redemption price of the Preferred Securities, (ii) upon
distribution of Debentures to the holders of all of the Preferred Securities in
exchange for all of the Preferred Securities, (iii) upon the conversion of all
Preferred Securities pursuant to the Declaration or (iv) upon full payment of
the amounts payable upon liquidation of the Trust. The Guarantee will continue
to be effective or will be reinstated, as the case may be, if at any time any
holder of Preferred Securities must restore payment of any sums under such
Preferred Securities or the Guarantee.

GOVERNING LAW

The Guarantee is governed by, and construed in accordance with, the internal
laws of the State of Illinois.

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DESCRIPTION OF THE DEBENTURES

The Debentures were issued under a Subordinated Indenture (the "Subordinated
Indenture"), between Tower and The First National Bank of Chicago, as trustee
(the "Subordinated Debt Trustee"), copies of which are filed as exhibits to this
Registration Statement of which this Prospectus forms a part. The terms of the
Debentures include those stated in the Subordinated Indenture and made a part
thereof by reference to the Trust Indenture Act in effect on the date of the
Subordinated Indenture. This summary of certain terms of the Debentures and the
Subordinated Indenture does not purport to be complete and is subject to, and is
qualified in their entirety by reference to, the Subordinated Indenture,
including the definitions of certain terms therein, and the Trust Indenture Act.
Capitalized terms used in this section and not otherwise defined in this section
have the respective meanings assigned to them in the Subordinated Indenture. As
used in this section, the "Company" or "Tower" refers to Tower Automotive, Inc.,
exclusive of its subsidiaries.

GENERAL

The Debentures are unsecured and rank junior and be subordinate in right of
payment to all Senior Debt of Tower. The Debentures are limited in aggregate
principal amount to $266.8 million, such amount being the sum of the aggregate
stated liquidation amount of the Preferred Securities and capital contributed by
Tower in exchange for the Common Securities. The Subordinated Indenture does not
limit the incurrence or issuance of other secured or unsecured debt of Tower,
whether under the Subordinated Indenture or any existing or other indenture that
Tower may enter into in the future or otherwise. See "--Subordination" below.

Concurrently with the issuance of the Preferred Securities, the Trust
invested the proceeds thereof and the consideration paid by Tower for the Common
Securities in the Debentures. The Debentures have an aggregate principal amount
equal to the aggregate stated liquidation amount of the Trust Securities.

The Debentures are not subject to any sinking fund provision. The entire
principal amount of the Debentures will mature, and become due and payable,
together with any accrued and unpaid interest thereon, on June 30, 2018.

INTEREST

The Debentures bear interest at the annual rate of 6 3/4% per annum, payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year, commencing on September 30, 1998 (each, an "Interest Payment Date"), to
the person in whose name each Debenture is registered at the close of business
on the fifteenth day (whether or not a Business Day) of the month of such
Interest Payment Date (the "Regular Record Date"), subject to certain
exceptions. It is anticipated that, until the Liquidation, if any, of the Trust,
each Debenture will be held in the name of the Property Trustee in trust for the
benefit of the holders of the Preferred Securities and the Common Securities.
The amount of interest payable for any period will be computed on the basis of a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Debentures is not a Business Day, then payment of the
interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay), except that if such Business Day is in the next succeeding calendar
year, then such payment shall be made on the immediately preceding Business Day,
in each case with the same force and effect as if made on such Interest Payment
Date. Accrued interest that is not paid on the applicable Interest Payment Date
will bear additional interest on the amount thereof (to the extent permitted by
law) at 6 3/4% per annum, compounded quarterly. The term "interest" as used
herein shall include quarterly interest payments, interest on quarterly interest
payments not paid on the applicable Interest Payment Date and Additional Sums,
as applicable.

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GLOBAL SECURITIES

If distributed to holders of the Preferred Securities in connection with the
involuntary or voluntary dissolution, winding-up or liquidation of the Trust as
a result of the occurrence of a Trust Special Event, the Debentures will be
issued in the same form as the Preferred Securities that such Debentures
replace. Any Global Certificate will be replaced by one or more global
securities (each, a "Global Security") registered in the name of the depositary
or its nominee. Except under the limited circumstances described below, the
Debentures represented by the Global Security will not be exchangeable for, and
will not otherwise be issuable as, Debentures in definitive form. The Global
Securities described above may not be transferred except by the depository to a
nominee of the depository or by a nominee of the depository to the depository or
another nominee of the depository or to a successor depository or its nominee.

The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in a Global Security.

Except as provided below, owners of beneficial interests in a Global
Security will not be entitled to receive physical delivery of Debentures in
definitive form and will not be considered the holders thereof for any purpose
under the Subordinated Indenture, and no Global Security representing Debentures
shall be exchangeable, except for another Global Security of like denomination
and tenor to be registered in the name of the depository or its nominee or to a
successor depository or its nominee. Accordingly, each beneficial owner of
Preferred Securities must rely on the procedures of DTC, or if such person is
not a Participant, on the procedures of the Participant through which such
person owns its interest to exercise any rights of a holder under the
Subordinated Indenture.

If Debentures are distributed to holders of Preferred Securities in
liquidation of such holders' interests in the Trust and a Global Security is
issued, DTC will act as securities depository for the Debentures represented by
such Global Security. For a description of DTC and the specific terms of the
depository arrangements, see "Description of the Preferred Securities--Form,
Transfer, Exchange and Book-Entry Procedures--Certain Book-Entry Procedures for
the Global Securities." As of the date of this Prospectus, the description
therein of DTC's book-entry system and DTC's practices as they relate to
purchases, transfers, notices and payments with respect to the Preferred
Securities apply in all material respects to any debt obligations represented by
one or more Global Securities held by DTC. Tower may appoint a successor to DTC
or any successor depository in the event DTC or such depository is unable or
unwilling to continue as a depository for the Global Securities.

None of Tower, the Subordinated Debt Trustee, any Paying Agent or the
Securities Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of the Global Security representing such Debentures or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

A Global Security shall be exchangeable for Debentures registered in the
names of persons other than DTC or its nominee only if (i) DTC notifies Tower
that it is unwilling or unable to continue as a depository for such Global
Debenture and no successor depositary shall have been appointed by Tower within
90 days, or if at any time DTC ceases to be a "clearing agency" registered under
the Exchange Act at a time when DTC is required to be so registered to act as
such depository and no such successor depositary has been appointed within 90
days by the Company, (ii) Tower in its sole discretion determines that such
Global Security shall be so exchangeable, or (iii) there shall have occurred and
be continuing an Event of Default with respect to such Global Security. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for definitive certificates registered in such names as DTC shall
direct. It is expected that such instructions will be based upon directions
received by DTC from its Participants with respect to ownership of beneficial
interests in such Global Security. In the event that Debentures are issued in
definitive form, such Debentures will be in denominations of $50 and integral
multiples thereof and may be transferred or exchanged at the offices described
in "--Payment and Paying Agents" below.

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PAYMENT AND PAYING AGENTS

Payments on Debentures represented by a Global Security will be made to DTC,
as the depositary for the Debentures. In the event Debentures are issued in
definitive form, principal of and premium, if any, and any interest on
Debentures will be payable, the transfer of the Debentures will be registrable,
and the Debentures will be exchangeable for Debentures of other denominations of
a like aggregate principal amount at the corporate office of the Subordinated
Debt Trustee in the City of New York or at the office of such Paying Agent or
Paying Agents as Tower may designate, except that at the option of Tower payment
of any interest may be made (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Securities Register or (ii)
by wire transfer to an account maintained by the Person entitled thereto as
specified in the Securities Register, provided that proper transfer instructions
have been received by the Regular Record Date. Payment of any interest on
Debentures will be made to the Person in whose name such Debentures are
registered at the close of business on the Regular Record Date for such
interest, except in the case of Defaulted Interest. The Regular Record Date for
the interest payable on any Interest Payment Date shall be the fifteenth day
(whether or not a Business Day) of the month of such Interest Payment Date.
Tower may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent.

Any monies deposited with the Subordinated Debt Trustee or any Paying Agent,
or then held by Tower in trust, for the payment of the principal of and premium,
if any, or interest on any Debentures and remaining unclaimed for two years
after such principal and premium, if any, or interest has become due and payable
shall, at the request of Tower, be repaid to Tower and the holder of such
Debentures shall thereafter look, as a general unsecured creditor, only to Tower
for payment thereof.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

So long as no Debenture Event of Default has occurred and is continuing,
Tower has the right under the Subordinated Indenture to defer the payment of
interest on the Debentures at any time or from time to time for a period not
exceeding 20 consecutive quarters with respect to each Extension Period,
provided that no Extension Period may extend beyond the stated maturity of the
Debentures. At the end of such Extension Period, Tower must pay all interest
then accrued and unpaid (together with interest thereon at the stated annual
rate, compounded quarterly, to the extent permitted by applicable law) on the
Interest Payment Date coinciding with or next following the end of such
Extension Period (whichever is earliest) to the persons in whose names the
Debentures are registered at the close of business on the regular record date
next preceding such Interest Payment Date. During an Extension Period, interest
will continue to accrue and holders of Debentures (or holders of Preferred
Securities while the Preferred Securities are outstanding) will be required to
accrue interest income (in the form of original issue discount) for United
States federal income tax purposes. See "Certain Federal Income Tax
Consequences--Interest Income and Original Issue Discount."

During any such Extension Period, any default under either of the Guarantees
or any Debenture Event of Default (or there shall have occurred and be
continuing any event of which Tower has actual knowledge that, with the giving
of notice or lapse of time, or both, would constitute a Debenture Event of
Default), Tower shall not, and shall not permit any subsidiary to, (i) declare
or pay any dividends or distributions on, or redeem, purchase or acquire, or
make a liquidation payment with respect to, any of Tower's capital stock (except
for (x) dividends or distributions in shares of, or options, warrants or rights
to subscribe for or purchase shares of, its capital stock and conversions or
exchanges of common stock of one class into common stock of another class and
(y) redemptions or purchases of any rights pursuant to the Rights Agreement and
the issuance of capital stock pursuant to such rights) or (ii) make any payment
of principal, interest or premium, if any, on or repay, repurchase or redeem any
debt securities (including guarantees of indebtedness for money borrowed) of
Tower that rank PARI PASSU with or junior to the Debentures (other than (a) any
redemption, liquidation, interest, principal or guarantee payment by Tower where
the payment is made by way of securities (including capital stock) that rank
PARI PASSU with or junior

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to the securities on which such dividend, redemption, interest, principal or
guarantee payment is being made; (b) payments under the Guarantees; (c)
purchases of Common Stock related to the issuance of Common Stock under any of
Tower's benefit plans for its directors, officers or employees; (d) as a result
of a reclassification of Tower's capital stock or the exchange or conversion of
one series or class of Tower's capital stock for another series or class of
Tower's capital stock; (e) the purchase of fractional interests in shares of
Tower's capital stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged; and (f) redemptions
or purchases pursuant to a rights plan and the issuance of capital stock
pursuant to such rights).

Prior to the termination of any such Extension Period, Tower may further
extend the Interest Payment Period, provided that no Extension Period may exceed
20 consecutive quarters or extend beyond the stated maturity of the Debentures.
Upon the termination of any such Extension Period and the payment of all amounts
then due on any Interest Payment Date, Tower may elect to begin a new Extension
Period subject to the above requirements. No interest shall be due and payable
during an Extension Period, except at the end thereof. Tower shall give the
Property Trustee and the Subordinated Debt Trustee notice of its election to
begin any Extension Period at least one Business Day prior to the earlier of (i)
the record date for the date distributions on the Preferred Securities (or, if
no Preferred Securities are outstanding, for the date interest on the
Debentures) would have been payable except for the election to begin such
Extension Period and (ii) the date the Property Trustee is (or, if no Preferred
Securities are outstanding, the Subordinated Debt Trustee is) required to give
notice to the NYSE or other applicable self-regulatory organization or to
holders of such Preferred Securities (or, if no Preferred Securities are
outstanding, to the holders of such Debentures) of such election. The
Subordinated Debt Trustee and the Property Trustee shall give notice of Tower's
election to begin an Extension Period to the holders of the Debentures and the
Preferred Securities, respectively.

MANDATORY REPAYMENT

Upon repayment of the Debentures at maturity or as a result of acceleration
upon the occurrence of a Debenture Event of Default, Tower will pay a price
equal to 100% of the principal amount of the Debentures, together with any
accrued and unpaid interest thereon. Any payment pursuant to this provision
shall be made prior to 12:00 noon, New York City time, on the date of maturity
or acceleration or at such other time on such earlier date as the parties
thereto shall agree. The Debentures are not entitled to the benefit of any
sinking fund or, except as set forth above or as a result of acceleration, any
other provision for mandatory prepayment.

OPTIONAL REDEMPTION

On and after June 30, 2001, and subject to the next succeeding sentence,
Tower will have the right, at any time and from time to time, to redeem the
Debentures, in whole or in part, upon notice given as provided below, during the
twelve-month periods beginning on June 30 in each of the following years and at
the indicated redemption prices (expressed as a percentage of the principal
amount of the Debentures being redeemed), together with any accrued but unpaid
interest on the portion being redeemed.

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For so long as the Trust is the holder of all the outstanding Debentures,
the proceeds of any such redemption will be used by the Trust to redeem Trust
Securities in accordance with their terms. Tower may not redeem the Debentures
in part unless all accrued and unpaid interest has been paid in full on all
outstanding Debentures. See "Description of the Preferred Securities--Optional
Redemption."

Tower also shall have the right to redeem the Debentures at any time after
June 30, 2001 within 90 days of the occurrence of a Trust Tax Event as described
in "Description of the Preferred Securities--Trust Special Event Exchange or
Redemption" at a redemption price equal to the unpaid principal amount thereof,
plus any accrued and unpaid interest due thereon to such redemption date.

If at any time following the Conversion Expiration Date, less than 10% of
the original aggregate principal amount of the Debentures remains outstanding,
such Debentures shall be redeemable at the option of Tower, in whole but not in
part, at a redemption price equal to the unpaid principal amount thereof, plus
any accrued and unpaid interest.

If, at the time of any optional redemption or mandatory repayment of the
Debentures, the Trust Securities remain outstanding, the redemption or repayment
proceeds shall be used to redeem the Trust Securities.

REDEMPTION PROCEDURES

Notices of any redemption of the Debentures and the procedures for such
redemption shall be as provided with respect to the Preferred Securities under
the caption "Description of the Preferred Securities--Redemption Procedures."
Notice of any redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of Debentures to be redeemed at
its registered address. Unless Tower defaults in payment of the redemption
price, on and after the redemption date interest ceases to accrue and conversion
rights cease on such Debentures or portions thereof called for redemption.

DISTRIBUTION OF DEBENTURES

At any time, Tower will have the right to dissolve the Trust and cause the
Debentures to be distributed to the holders of the Preferred Securities in
liquidation of the Trust after satisfaction of liabilities to creditors of the
Trust as provided by applicable law. If distributed to holders of Preferred
Securities in liquidation, the Debentures will initially be issued in the form
of one or more Global Securities and DTC, or any successor depositary for the
Preferred Securities, will act as depositary for the Debentures. It is
anticipated that the depositary arrangements for the Debentures would be
substantially identical to those in effect for the Preferred Securities. There
can be no assurance as to the market price of any Debentures that may be
distributed to the holders of Preferred Securities. For a description of DTC and
the terms of the depositary arrangement, see "Description of the Preferred
Securities--Form, Transfer, Exchange and Book-Entry Procedures."

CONVERSION OF THE DEBENTURES

The Debentures will be convertible at the option of the holders of the
Debentures into Common Stock, at any time after 90 days following the Original
Offering Date thereof through redemption, maturity or the Conversion Expiration
Date, at the conversion rate of 1.6280 shares of Common Stock for each $50 in
principal amount of Debentures (equivalent to a conversion price of $30.713 per
share of Common Stock), subject to the conversion price adjustments described
under the caption "Description of the Preferred Securities--Conversion Rights."
Tower will covenant for so long as the Preferred Securities are outstanding not
to convert Debentures except pursuant to a notice of conversion delivered to the
Conversion Agent by a holder of Preferred Securities. Upon surrender of such
Preferred Securities to the Conversion Agent for conversion, the Trust will
distribute the commensurate principal amount of the Debentures to the Conversion
Agent on behalf of the holder of every Preferred Security so converted,

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whereupon the Conversion Agent will convert such Debentures into Common Stock on
behalf of such holder. Tower's delivery to the holders of the Debentures
(through the Conversion Agent) of the fixed number of shares of Common Stock
into which the Debentures are convertible (together with the cash payment, if
any, in lieu of fractional shares) will be deemed to satisfy Tower's obligation
to pay the principal amount of the Debentures, and the accrued and unpaid
interest attributable to the period from the last date to which interest has
been paid or duly provided for; provided, however, that if any Debenture is
converted on or after a Regular Record Date for payment of interest, the
interest payable on the related Interest Payment Date with respect to such
Debenture shall be paid to the Trust (which will distribute such interest to the
holder) or other holder of Debentures, as the case may be, despite such
conversion; provided, further, that if a redemption date falls between such
Regular Record Date and the related Interest Payment Date, the amount of such
payment shall include interest accrued to, but excluding, such redemption date.
Holders of book-entry interests in Debentures may obtain copies of the required
form of the conversion notice from the Conversion Agent. With respect to
certificated Debentures, the form of Notice of Conversion is included in the
certificate.

CERTAIN COVENANTS

For a description of certain covenants by Tower that apply if (a) a
Debenture Event of Default has occurred and is continuing (or there shall have
occurred and be continuing any event of which Tower has actual knowledge that,
with the giving of notice or lapse of time, or both, would constitute a
Debenture Event of Default), (b) Tower is in default of its obligations under
the Guarantee or the guarantee of the Common Securities or (c) Tower shall have
given notice of its election to defer payments of interest on the Debentures by
extending the Interest Payment Period, then, during such period, see "--Option
to Extend Interest Payment Period."

So long as Preferred Securities remain outstanding Tower will covenant (i)
not to convert Debentures except pursuant to a notice of conversion delivered to
the Conversion Agent by a holder of Trust Securities; (ii) to maintain directly
or indirectly 100% ownership of the Common Securities, provided that certain
successors which are permitted pursuant to the Subordinated Indenture may
succeed to Tower's ownership of the Common Securities; and (iii) not to
voluntarily terminate, wind-up or liquidate the Trust, except in connection with
(A) a distribution of the Debentures to the holders of Trust Securities in
liquidation of the Trust, (B) the redemption of all Trust Securities or (C)
certain mergers, consolidations or amalgamations permitted by the Declaration.
Tower will also covenant (a) to use its commercially reasonable efforts,
consistent with the terms and provisions of the Declaration, to cause the Trust
to remain a grantor trust and not taxable as a corporation for United States
federal income tax purposes, (b) to maintain the reservation for issuance of the
number of shares of Common Stock that would be required from time to time upon
the conversion of all the Debentures then outstanding, (c) to deliver shares of
Common Stock upon an election by a holder of the Debentures to convert such
Debentures into Common Stock and (d) to honor all obligations relating to the
conversion or exchange of the Trust Securities into or for Common Stock.

MODIFICATION OF SUBORDINATED INDENTURE

From time to time, Tower and the Subordinated Debt Trustee may, without the
consent of the holders of Debentures, amend, waive or supplement the
Subordinated Indenture for specified purposes, including, among other things,
curing ambiguities, defects or inconsistencies (provided that any such action
does not materially adversely affect the interest of the holders of the
Debentures, or the holders of the Preferred Securities so long as they remain
outstanding) and qualifying, or maintaining the qualification of, the
Subordinated Indenture under the Trust Indenture Act. The Subordinated Indenture
contains provisions permitting Tower and the Subordinated Debt Trustee, with the
consent of the holders of not less than a majority in principal amount of the
outstanding Debentures, to modify the Subordinated Indenture in a manner
affecting the rights of the holders of the Debentures; provided that no such
modification may,

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without the consent of the holder of each outstanding Debenture so affected, (i)
change the stated maturity of the Debentures, or reduce the principal amount
thereof, or reduce any premium payable on the redemption thereof, or reduce the
rate or extend the time of payment of interest thereon (other than deferrals of
the payments of interest as described under "--Option to Extend Interest Payment
Period") or impair any right to institute suit for the enforcement of any such
payment, or adversely affect the subordination provisions of the Subordinated
Indenture or any right to convert any Debentures or (ii) reduce the percentage
of principal amount of Debentures, the holders of which are required to consent
to any such modification of the Subordinated Indenture, provided that, so long
as any of the Preferred Securities remain outstanding, no such modification may
be made that adversely affects the holders of such Preferred Securities in any
material respect, and no termination of the Subordinated Indenture may occur,
and no waiver of any Debenture Event of Default or compliance with any covenant
under the Subordinated Indenture shall be effective, without the prior consent
of the holders of at least a majority in aggregate liquidation amount of the
Preferred Securities then outstanding unless and until the principal of the
Debentures and all accrued and unpaid interest thereon has been paid if full;
provided, however, that where a consent under the Subordinated Indenture would
require the consent of each holder of Debentures affected thereby, no such
consent shall be given by the Subordinated Debt Trustee without the prior
consent of each holder of Preferred Securities.

DEBENTURE EVENTS OF DEFAULT

The occurrence of any of the following events with respect to the Debentures
constitutes a "Debenture Event of Default" with respect to such Debentures: (i)
failure for 30 days to pay any interest on the Debentures, when due (subject to
the deferral of any due date in the case of an Extension Period); (ii) failure
to pay any principal of or premium, if any, on the Debentures when due whether
at maturity, upon redemption by declaration or otherwise; (iii) failure by the
Company to deliver shares of Common Stock upon an appropriate election by
holders of the Debentures to convert such Debentures; (iv) default for 90 days
by the Company in the observance or performance of any other covenant or
agreement contained in the Subordinated Indenture relating to the Debentures
after written notice thereof as provided in the Subordinated Indenture; (v) the
voluntary or involuntary dissolution, winding up or termination of the Trust,
except in connection with the distribution of the Debentures to the holders of
the Trust Securities in a liquidation of the Trust, the redemption or conversion
of all of the Trust Securities or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration; or (vi) certain events of
bankruptcy, insolvency or reorganization relating to the Company.

The holders of a majority in aggregate outstanding principal amount of the
Debentures have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Subordinated Debt Trustee or
exercising any trust or power conferred on the Subordinated Debt Trustee
consistent with the Subordinated Indenture. The Subordinated Debt Trustee or the
holders of not less than 25% in aggregate principal amount of the Debentures
then outstanding may declare the principal due and payable immediately upon a
Debenture Event of Default, and, should the Subordinated Debt Trustee or the
holders of the Debentures fail to make such declaration, the holders of at least
25% in aggregate liquidation preference of the Preferred Securities then
outstanding shall have such right. The holders of a majority in aggregate
outstanding principal amount of the Debentures may annul and rescind such
declaration if the default (other than the non-payment of the principal of the
Debentures which has become due solely by such acceleration) has been cured or
waived and a sum sufficient to pay all matured installments of interest and
principal due otherwise than by acceleration has been deposited with the
Subordinated Debt Trustee and, should the holders of the Debentures fail to
annul and rescind such declaration, the holders of a majority in aggregate
liquidation preference of the Preferred Securities then outstanding shall have
such right.

The holders of a majority in aggregate outstanding principal amount of the
Debentures affected thereby may, on behalf of the holders of all the Debentures,
waive any past default, except a default in the

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payment of principal or interest (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Subordinated Debt
Trustee) or a default in respect of a covenant or provision which under the
Subordinated Indenture cannot be modified or amended without the consent of the
holder of each outstanding Debenture and, should the holders of the Debentures
fail to annul such declaration and waive such default, the holders of a majority
in aggregate liquidation preference of the Preferred Securities shall have such
right. The Company is required to file annually with the Subordinated Debt
Trustee a certificate as to whether or not the Company is in compliance with all
the conditions and covenants applicable to it under the Subordinated Indenture.

In case a Debenture Event of Default shall occur and be continuing as to the
Debentures, the Property Trustee will have the right to declare the principal of
and the interest on the Debentures and any other amounts payable under the
Subordinated Indenture to be forthwith due and payable and to enforce its other
rights as a creditor with respect to the Debentures.

EXPIRATION OF CONVERSION RIGHTS

The conversion rights of any Debentures held by the Trust shall expire on
the Conversion Expiration Date, as described under the caption "Description of
the Preferred Securities--Conversion Rights."

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES

If a Debenture Event of Default has occurred and is continuing and such
event is attributable to the failure of Tower to pay interest, premium, if any,
or principal on the Debentures on the date such interest or principal is
otherwise payable, a holder of Preferred Securities may institute a Legal Action
for payment after the respective due date specified in the Debentures. Tower may
not amend the Subordinated Indenture to remove the foregoing right to bring a
Legal Action without the prior written consent of the holders of all of the
Preferred Securities. Notwithstanding any payment made to such holder of
Preferred Securities by Tower in connection with a Legal Action, Tower shall
remain obligated to pay the principal of or interest on the Debentures held by
the Trust or the Property Trustee and Tower shall be subrogated to the rights of
the holder of such Preferred Securities with respect to payments on the
Preferred Securities to the extent of any payments made by Tower to such holder
in any Legal Action.

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS

The Subordinated Indenture provides that the Company shall not consolidate
with or merge into any other Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, and no Person shall
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially or as an entirety to the Company, unless (i)
in case the Company consolidates with or merges into another Person or conveys,
transfers or leases its properties and assets substantially as an entirety to
any Person, the successor Person is organized under the laws of the United
States or any state or the District of Columbia, and such successor Person
expressly assumes the Company's obligations on the Debentures; (ii) immediately
after giving effect thereto, no Debenture Event of Default, and no event which,
after notice or lapse of time or both, would become a Debenture Event of
Default, shall have happened and be continuing; (iii) in the case of the
Debentures, such transaction is permitted under the Declaration and Guarantee
and does not give rise to any breach or violation of the Declaration or
Guarantee; and (iv) certain other conditions as prescribed in the Subordinated
Indenture are met.

The general provisions of the Subordinated Indenture do not afford holders
of the Debentures protection in the event of a highly leveraged or other
transaction involving the Company that may adversely affect holders of the
Debentures.

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EXPENSES OF ISSUER

Pursuant to the Subordinated Indenture, the Company will pay all of the
costs, expenses or liabilities of the Issuer, other than obligations of the
Issuer to pay to the holders of any Preferred Securities or Common Securities
the amounts due such holders pursuant to the terms of the Preferred Securities
or Common Securities.

SATISFACTION AND DISCHARGE

The Subordinated Indenture provides that when, among other things, all
Debentures not previously delivered to the Subordinated Debt Trustee for
cancellation (i) have become due and payable or (ii) will become due and payable
at their stated maturity within one year or are to be property called for
redemption within one year, and the Company deposits or causes to be deposited
with the Subordinated Debt Trustee trust funds, in trust, for the purpose and in
an amount in the currency or currencies in which the Debentures are payable
sufficient to pay and discharge the entire indebtedness on the Debentures not
previously delivered to the Subordinated Debt Trustee for cancellation, for the
principal and premium, if any, and interest to the date of the deposit or to the
stated maturity, as the case may be, then the Subordinated Indenture will cease
to be of further effect (except as to the Company's obligations to pay all other
sums due pursuant to the Subordinated Indenture and to provide the officers'
certificates and opinions of counsel described therein), and the Company will be
deemed to have satisfied and discharged the Subordinated Indenture.

SUBORDINATION

In the Subordinated Indenture, Tower has covenanted and agreed that any
Debentures issued thereunder will be subordinate and junior in right of payment
to all Senior Debt of Tower whether now existing or hereafter incurred. Upon any
payment or distribution of assets to creditors upon any liquidation,
dissolution, winding-up, reorganization, assignment for the benefit of
creditors, marshaling of assets or any bankruptcy, insolvency, debt
restructuring or similar proceedings in connection with any insolvency or
bankruptcy proceeding of Tower, the holders of Senior Debt will first be
entitled to receive payment in full of principal of and premium, if any, and
interest, if any, on such Senior Debt before the Property Trustee, on behalf of
the holders of the Debentures, will be entitled to receive or retain any payment
in respect of the principal of and premium, if any, or interest, if any, on the
Debentures.

In the event of the acceleration of the maturity of any Debentures, the
holders of all Senior Debt outstanding at the time of such acceleration will
first be entitled to receive payment in full of all amounts due thereon
(including any amounts due upon acceleration) before the holders of Debentures
will be entitled to receive or retain any payment in respect of the principal of
or premium, if any, or interest, if any, on the Debentures.

No payment on account of principal (or premium, if any) or interest, if any,
in respect of the Debentures may be made if there shall have occurred and be
continuing a default in any payment with respect to Senior Debt, or an event of
default with respect to any Senior Debt resulting in the acceleration of the
maturity thereof, or if any judicial proceeding shall be pending with respect to
any such default.

"Debt" means, with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (i) every
obligation of such person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; and (vi) every
obligation of the type referred to in clauses (i) through (v) of another Person
and all dividends of

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another person the payment of which, in either case, such Person has guaranteed
or for which such Person is responsible or liable, directly or indirectly, as
obligor or otherwise.

"Senior Debt" means the principal of (and premium, if any) and interest, if
any (including interest accruing on or after the filing any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding), on Debt of the
Company, whether incurred on or prior to the date of the Subordinated Indenture
or thereafter incurred, unless, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to the Debentures or to other
Debt which is PARI PASSU with, or subordinated to, the Debentures; provided,
however, that Senior Debt shall not be deemed to include: (i) any Debt of the
Company which, when incurred and without respect to any election under Section
1111(b) of the Bankruptcy Code, was without recourse to the Company; (ii) any
Debt of the Company to any of its subsidiaries; (iii) Debt to any employee of
the Company; (iv) any liability for taxes; (v) Debt or other monetary
obligations to trade creditors or assumed by the Company or any of its
subsidiaries in the ordinary course of business in connection with the obtaining
of goods, materials or services; and (vi) the Debentures.

The Subordinated Indenture places no limitation on the amount of additional
Senior Debt that may be incurred by the Company.

GOVERNING LAW

The Subordinated Indenture and the Debentures are governed by, and construed
in accordance with, the internal laws of the State of Illinois.

INFORMATION CONCERNING THE SUBORDINATED DEBT TRUSTEE

The Subordinated Debt Trustee is under no obligation to exercise any of the
powers vested in it by the Subordinated Indenture at the request of any holder
of the Debentures, unless offered reasonable indemnity by such holder against
the costs, expenses and liabilities which might be incurred thereby. The
Subordinated Debt Trustee is not required to expend or risk its own funds or
otherwise incur personal financial liability in the performance of its duties if
the Subordinated Debt Trustee reasonably believes that repayment or adequate
indemnity is not reasonably assured to it.

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RELATIONSHIP AMONG THE PREFERRED SECURITIES,
THE DEBENTURES AND THE GUARANTEE

FULL AND UNCONDITIONAL GUARANTEE

Payments of Distributions and other amounts due on the Preferred Securities
(to the extent the Issuer has funds available for the payment of such
Distributions) are irrevocably guaranteed by the Company as and to the extent
set forth under "Description of the Guarantee." Taken together, the Company's
obligations under the Debentures, the Subordinated Indenture, the Declaration
and the Guarantee provide, in the aggregate, a full, irrevocable and
unconditional guarantee of payments of Distributions and other amounts due on
the Preferred Securities. No single document standing alone or operating in
conjunction with fewer than all of the other documents constitutes such
guarantee. It is only the combined operation of these documents that has the
effect of providing a full, irrevocable and unconditional guarantee of the
Issuer's obligations under the Preferred Securities. If and to the extent that
the Company does not make payments on the Debentures, the Issuer will not pay
Distributions or other amounts due on the Preferred Securities. The Guarantee
does not cover payment of Distributions when the Issuer does not have sufficient
funds to pay such Distributions. In such event, a holder of Preferred Securities
may institute a Direct Action directly against the Company to enforce payment of
such Distributions to such holder after the respective due dates. All
obligations of the Company under the Guarantee are subordinate and junior in
right of payment to all other liabilities of Tower and PARI PASSU with most
senior preferred stock of Tower, if any, issued from time to time by the
Company.

SUFFICIENCY OF PAYMENTS

As long as payments of interest and other payments are made when due on the
Debentures, such payments will be sufficient to cover Distributions and other
payments due on the Preferred Securities, primarily because (i) the aggregate
principal amount of the Debentures will be equal to the sum of the aggregate
stated liquidation preference of the Preferred Securities and Common Securities;
(ii) the interest rate and interest and other payment dates on the Debentures
will match the Distribution rate and Distribution and other payment dates for
the Preferred Securities; (iii) the Company shall pay for all and any costs,
expenses and liabilities of the Issuer except the Issuer's obligations to
holders of the Preferred Securities under such Preferred Securities; and (iv)
the Declaration further provides that the Issuer will not engage in any activity
that is not consistent with the limited purposes of the Issuer.

Notwithstanding anything to the contrary in the Subordinated Indenture, the
Company has the right to set-off any payment it is otherwise required to make
thereunder with and to the extent the Company has theretofore made, or is
concurrently on the date of such payment making, a payment under the Guarantee.

ENFORCEMENT RIGHTS OF HOLDERS OF PREFERRED SECURITIES

A holder of any Preferred Securities may institute a legal proceeding
directly against the Company to enforce its rights under the Guarantee without
first instituting a legal proceeding against the Guarantee Trustee, the Issuer
or any other person or entity.

A default or event of default under any Senior Debt of the Company will not
constitute a default under the Subordinated Indenture or a Debenture Event of
Default. However, in the event of payment defaults under, or acceleration of,
Senior Debt of the Company, the subordination provisions of the Subordinated
Indenture provide that no payments may be made in respect of the Debentures
until such Senior Debt has been paid in full or any payment default thereunder
has been cured or waived. Failure to make required payments on the Debentures
would constitute a Debenture Event of Default.

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LIMITED PURPOSE OF ISSUER

The Preferred Securities evidence a beneficial interest in the Issuer, and
the Issuer exists for the sole purpose of issuing the Preferred Securities and
Common Securities and investing the proceeds thereof in the Debentures. A
principal difference between the rights of a holder of Preferred Securities and
a holder of Debentures is that a holder of Debentures is entitled to receive
from the Company the principal amount of and interest accrued on Debentures
held, while a holder of Preferred Securities is entitled to receive
Distributions from the Issuer (or from the Company under the applicable
Guarantee) if and to the extent the Issuer has funds available for the payment
of such Distributions.

RIGHTS UPON LIQUIDATION

Upon any voluntary or involuntary termination, winding-up or liquidation of
the Issuer involving the liquidation of the Debentures, the holders of the
Preferred Securities will be entitled to receive, out of assets held by the
Issuer, the Liquidation Distribution in cash. See "Description of the Preferred
Securities--Liquidation Distribution Upon Dissolution." Upon any voluntary or
involuntary liquidation or bankruptcy of the Company, the Property Trustee, as
holder of the Debentures, would be a subordinated creditor of the Company,
subordinated in right of payment to all Senior Debt, but entitled to receive
payment in full of principal and interest before any stockholders of the Company
receive payments or distributions. Since the Company is the guarantor under the
Guarantee and has agreed to pay for all costs, expenses and liabilities of the
Issuer (other than the Issuer's obligations to the holders of the Preferred
Securities), the positions of a holder of such Preferred Securities and a holder
of such Debentures relative to other creditors and to stockholders of the
Company in the event of liquidation or bankruptcy of the Company would be
substantially the same.

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DESCRIPTION OF OTHER INDEBTEDNESS

CREDIT AGREEMENT

In connection with the acquisition of APC, R.J. Tower Corporation, the
Company's principal operating subsidiary, entered into the Credit Agreement. The
Credit Agreement provides for a six year revolving credit facility of up to $750
million, with a letter of credit sublimit of $75 million and an alternative
currency facility sublimit of $85 million. The amount available under the Credit
Agreement is reduced to $675 million in April 2000; $600 million in April 2001;
and $500 million in April 2002. As of June 30, 1998, the Company had outstanding
borrowings under the Credit Agreement of approximately $320 million.

Indebtedness under the Credit Agreement is guaranteed by the Company and its
domestic subsidiaries. In addition, sixty-five percent (65%) of the stock of
certain material foreign subsidiaries is pledged to support the obligations
incurred under the Credit Agreement.

The loans under the Credit Agreement bear interest at a rate per annum equal
to, at the Company's option, (i) the Base Rate or (ii) the reserve adjusted
LIBOR Rate plus a margin ranging from 17 to 50 basis points, depending upon the
ratio of the consolidated indebtedness of the Company to its total
capitalization. Adjustments to the margin set forth above will be made according
to a pricing matrix. As of June 30, 1998, the weighted average interest rate for
borrowings outstanding under the Credit Agreement was approximately 6.4%.

The Credit Agreement requires the Company to meet certain financial tests,
including but not limited to minimum interest coverage, maximum debt/capital and
maximum leverage ratio. The Credit Agreement also contains covenants which,
among other things, limit (i) the incurrence of additional indebtedness and
contingent obligations; (ii) the creation of liens and encumbrances; (iii) the
payment of dividends; (iv) additional investments; (v) prepayments of
subordinated indebtedness; (vi) asset sales, acquisitions, joint ventures,
mergers and consolidations; (vii) transactions with affiliates; and (viii) other
matters customarily restricted in such agreements.

The Credit Agreement contains customary events of default including but not
limited to (i) payment defaults; (ii) breach of representations and warranties;
(iii) noncompliance with covenants; (iv) bankruptcy; (v) judgments in excess of
specified amounts; (vi) failure of any guaranty or pledge agreement supporting
the Credit Agreement to be in full force and effect; (vii) defaults under other
instruments or agreements of indebtedness; and (viii) a Change of Control (as
such term is defined in the Credit Agreement).

The Credit Agreement permits the distribution of cash from its subsidiaries
to the Company for the purpose of paying interest on the Debentures.

CONVERTIBLE NOTES

The Convertible Notes were issued pursuant to an indenture (the "Convertible
Notes Indenture"), dated as of July 28, 1997, by and between the Company and The
Bank of New York, as trustee (the "Trustee"). The Convertible Notes are limited
in aggregate principal amount to $200,000,000. The net proceeds from the sale of
the Convertible Notes were used to repay a portion of the bank indebtedness
incurred by the Company to finance the acquisition of APC and SIMES. The
Convertible Notes were initially sold by the Company to Donaldson, Lufkin &
Jenrette Securities Corporation, Robert W. Baird & Co. Incorporated, PaineWebber
Incorporated and BT Securities Corporation in a private placement.

The Convertible Notes will mature on August 1, 2004. The Convertible Notes
bear interest at the rate of 5.0% per annum from July 29, 1997, or from the most
recent interest payment date to which interest has been paid or provided for,
payable semiannually on February 1 and August 1 of each year, commencing

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February 1, 1998, to the persons in whose names such Convertible Notes are
registered at the close of business on the January 15 and July 15 immediately
preceding such interest payment date.

The Convertible Notes are general unsecured obligations of the Company,
subordinated in right of payment to all existing and future Senior Indebtedness
(as defined in the Convertible Notes Indenture) of the Company. Senior
Indebtedness is generally defined under the Convertible Notes Indenture to mean
all obligations of the Company to pay the principal of, premium, if any,
interest and rent payable on or in connection with, and all fees, costs,
expenses and other amounts accrued or due on or in connection with, any
indebtedness of the Company, unless the instrument creating or evidencing such
indebtedness provides that such indebtedness is not senior or superior in right
of payment to the Convertible Notes or which is PARI PASSU with, or subordinated
to, the Convertible Notes; provided that Senior Indebtedness does not include
(a) indebtedness of the Company owed or owing to any subsidiary of the Company
or any officer, director or employee of the Company or any subsidiary of the
Company, (b) indebtedness representing or with respect to any account payable or
other accrued current liability or obligation incurred in the ordinary course of
business in connection with the obtaining of materials or services, (c) any
liability for taxes owed or owing by the Company or any subsidiary of the
Company or (d) indebtedness of the Company under the Edgewood Notes. The
Convertible Notes Indenture does not restrict the incurrence of Senior
Indebtedness or other indebtedness by the Company or its subsidiaries. The
Company's obligations under the Debenture and Guarantee are subordinate and
junior in right of payment to the Convertible Notes.

The Convertible Notes are convertible into shares of Common Stock at any
time prior to the close of business on August 1, 2004, unless previously
redeemed or repurchased, at a conversion price of $25.88 per share (equivalent
to a conversion rate of 38.6399 shares per $1,000 principal amount of Notes),
subject to adjustment in certain events, for an aggregate of 7,729,468 shares of
Common Stock.

The Convertible Notes are not subject to redemption prior to August 1, 2000
and will be redeemable thereafter at the option of the Company, in whole or in
part, upon not less than 30 nor more than 60 days' notice to each Holder, at the
following redemption prices (expressed as percentages of the principal amount)
if redeemed during the 12-month period commencing August 1 of the years
indicated below, in each case (subject to the right of holders of record on a
record date to receive interest due on an interest payment date that is on or
prior to such redemption date) together with accrued and unpaid interest and
liquidated damages, if any, to, but excluding, the redemption date:

<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ---------------------------------------------------------------------------------- -----------
<S> <C>
2000.............................................................................. 102.857%
2001.............................................................................. 102.143%
2002.............................................................................. 101.429%
2003.............................................................................. 100.714%
2004.............................................................................. 100.000%
</TABLE>

If a Change of Control occurs, the Company will be required to offer to
purchase the Convertible Notes at 100% of the principal amount thereof, plus
accrued and unpaid interest and liquidated damages, if any, to the date of
purchase. Change of Control is generally defined under the Convertible Notes
Indenture to mean (i) an event or series of events as a result of which any
person or group is or becomes, directly or indirectly, the beneficial owner of
more than 50% of the combined voting power of the then outstanding securities
entitled to vote generally in elections of directors of the Company or any
successor entity ("Voting Stock"), (ii) the completion of any consolidation with
or merger of the Company into any other person, or sale, conveyance, transfer or
lease by the Company of all or substantially all of its assets to any person, or
any merger of any other person into the Company in a single transaction or
series of related transactions, and, in the case of any such transaction or
series of related transactions, the outstanding Common Stock of the Company is
changed or exchanged, unless the stockholders of the Company immediately before
such transaction own, directly or indirectly, immediately following such
transaction, at

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least a majority of the combined voting power of the outstanding voting
securities of the person resulting from such transaction in substantially the
same proportion as their ownership of the Voting Stock immediately before such
transaction, or (iii) such time as the Continuing Directors (as defined in the
Convertible Notes Indenture) do not constitute a majority of the Board of
Directors of the Company (or, if applicable, a successor corporation to the
Company).

The Convertible Notes Indenture does not contain any financial covenants or
any restrictions on the payment of dividends, the repurchase of securities of
the Company or the incurrence of Senior Indebtedness. The Convertible Notes
Indenture contains no covenants or other provisions to afford protection to
holders of Convertible Notes in the event of a highly leveraged transaction or a
change of control of the Company, except to the limited extent described above
relating to a Change of Control.

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<PAGE>
DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 200,000,000 shares
of Common Stock, $0.01 par value per share, of which 46,220,152 shares were
issued and outstanding as of July 15, 1998 and 5,000,000 shares of preferred
stock, $1.00 par value per share, of which no shares are issued or outstanding.
The following description of the capital stock of the Company and certain
provisions of the Company's Amended and Restated Certificate of Incorporation
and By-laws is a summary of all material terms of the Company's capital stock
and is qualified in its entirety by the provisions of the Amended and Restated
Certificate of Incorporation and By-laws, copies of which have been filed with
the Commission. As of June 30, 1998, the Common Stock was held of record by 125
stockholders.

COMMON STOCK

Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders, including the election of
directors. Accordingly, holders of a majority of the shares of Common Stock
entitled to vote in any election of directors may elect all of the directors
standing for election if they choose to do so. The Amended and Restated
Certificate of Incorporation does not provide for cumulative voting for the
election of directors. Holders of Common Stock will be entitled to receive
ratably such dividends, if any, as may be declared from time to time by the
Board of Directors out of funds legally available therefor, and will be entitled
to receive, pro rata, all assets of the Company available for distribution to
such holders upon liquidation. Holders of Common Stock have no preemptive,
subscription or redemption rights. All outstanding shares of Common Stock are,
and the Common Stock issuable upon the conversion of the Preferred Securities or
the Debentures, as the case may be, upon such issuance will be, fully paid and
nonassessable.

As of June 30, 1998, the Company had reserved for issuance (i) 3,776,700
shares of Common Stock under the Company's stock option plans and employee stock
discount purchase plans, of which options to purchase 1,348,100 shares were
outstanding; (ii) 205,968 shares issuable upon the exercise of options issued in
connection with the acquisition of Edgewood; (iii) 540,091 shares issuable upon
the conversion of the Edgewood Notes issued in connection with the acquisition
of Edgewood; (iv) 400,000 shares issuable upon the exercise of outstanding
warrants issued to MascoTech in connection with the acquisition of MSTI; and (v)
7,729,468 shares issuable upon conversion of the Convertible Notes.

PREFERRED STOCK

Pursuant to the Amended and Restated Certificate of Incorporation, the
Company is authorized to issue "blank check" Preferred Stock, which may be
issued from time to time in one or more series upon authorization by the
Company's Board of Directors. The Board of Directors, without further approval
of the stockholders, is authorized to fix the dividend rights and terms,
conversion rights, voting rights, redemption rights and terms, liquidation
preferences, and any other rights, preferences, privileges and restrictions
applicable to each series of the Preferred Stock. The issuance of Preferred
Stock, while providing flexibility in connection with possible acquisitions and
other corporate purposes could, among other things, adversely affect the voting
power of the holders of Common Stock and, under certain circumstances, make it
more difficult for a third party to gain control of the Company, discourage bids
for the Company's Common Stock at a premium or otherwise adversely affect the
market price of the Common Stock.

SECTION 203 OF DELAWARE CORPORATION LAW

The Company is subject to the "business combination" statute of the Delaware
General Corporation Law. In general, such statute prohibits a publicly held
Delaware corporation from engaging in various "business combination"
transactions with any "interested stockholder" for a period of three years after
the date of the transaction in which the person became an "interested
stockholder," unless (i) the transaction

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is approved by the Board of Directors prior to the date the interested
stockholder obtained such status, (ii) upon consummation of the transaction
which resulted in the stockholder becoming an "interested stockholder," the
"interested stockholder" owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding those shares owned by
(a) persons who are directors and also officers and (b) employee stock plans in
which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange
offer, or (iii) on or subsequent to such date the "business combination" is
approved by the board of directors and authorized at an annual or special
meeting of the stockholders by the affirmative vote of at least 66 2/3% of the
outstanding voting stock which is not owned by the "interested stockholder." A
"business combination" includes mergers, asset sales and other transactions
resulting in financial benefit to a stockholder. An "interested stockholder" is
a person who, together with affiliates and associates, owns (or within three
years, did own) 15% or more of a corporation's voting stock. The statute could
prohibit or delay mergers or other takeover or change in control attempts with
respect to the Company and, accordingly, may discourage attempts to acquire the
Company.

TRANSFER AGENT

First Chicago Trust Company of New York is the transfer agent for the Common
Stock.

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Following is a summary of certain of the material United States Federal
income tax consequences of the purchase, ownership, disposition and conversion
of the Preferred Securities. Unless otherwise stated, this summary deals only
with Preferred Securities held as capital assets by holders who purchase the
Preferred Securities from Selling Holders pursuant to this Prospectus. This
summary does not deal with special classes of holders such as banks, thrifts,
real estate investment trusts, regulated investment companies, insurance
companies, dealers in securities or currencies, certain expatriates, tax-exempt
investors, foreign taxpayers (except to the extent discussed under the heading
"United States Alien Holders") or persons that will hold the Preferred
Securities as a position in a "straddle," as part of a "synthetic security" or
"hedge," as part of a "conversion transaction" or other integrated investment or
as other than a capital asset. This summary also does not address the tax
consequences to persons that have a functional currency other than the United
States dollar. Further, it does not include any description of any alternative
minimum tax consequences or the tax laws of any state or local government or of
any foreign government that may be applicable to the Preferred Securities. This
summary is based on the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations thereunder and administrative and judicial interpretations
thereof, as of the date hereof, all of which are subject to change, possibly on
a retroactive basis.

INVESTORS ARE ADVISED TO CONSULT THEIR TAX ADVISORS AS TO THE UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF PREFERRED
SECURITIES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS THE EFFECT OF
ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS AND OF POTENTIAL CHANGES IN
APPLICABLE TAX LAWS.

CLASSIFICATION OF THE DEBENTURES

The Company has taken the position that the Debentures will be classified
for United States Federal income tax purposes as indebtedness of the Company
under current law, and, by acceptance of Preferred Securities, each holder
covenants to treat the Debentures as indebtedness and the Preferred Securities
as evidence of an indirect beneficial ownership interest in the Debentures. No
assurance can be given, however, that such position of the Company will not be
challenged by the Internal Revenue Service (the "IRS") or, if challenged, that
such a challenge will not be successful. A successful IRS challenge to the
classification of the Debentures as debt would prevent the Company from
deducting the interest paid or accrued on the Debentures for United States
Federal income tax purposes and could constitute a Trust Tax Event.
Additionally, if the interest on the Debentures is not deductible it could
adversely affect the Company's ability to make payments on the Debentures. The
remainder of this discussion assumes that the Debentures will be classified as
indebtedness of the Company for United States Federal income tax purposes.

CLASSIFICATION OF THE ISSUER

In the opinion of Kirkland & Ellis, special United States tax counsel to the
Issuer and the Company, the Issuer will be classified as a grantor trust and
will not be classified as an association taxable as a corporation for United
States Federal income tax purposes. Accordingly, for United States Federal
income tax purposes, each holder of Preferred Securities generally will be
considered the owner of an undivided interest in the Debentures, and each holder
will be required to include in its gross income any interest with respect to its
allocable share of those Debentures.

INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT

Under the Indenture, the Company has the option to defer the payment of
interest on the Debentures at any time or from time to time for a period not
exceeding 20 consecutive quarters with respect to each

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Extension Period, provided that no Extension Period may extend beyond the stated
maturity of the Debentures. The Company's option to extend the interest period
will cause the Debentures to be subject to the OID rules for United States
Federal income tax purposes. Accordingly, regardless of a holder's regular
method of accounting, a holder will recognize interest income (in the form of
OID) on a daily basis under a constant yield method over the term of the
Debentures (including during any Extension Period), regardless of the receipt of
cash with respect to the period to which such income is attributable and
regardless of whether the Company exercises its option to extend any interest
payment period. The amount of OID that will be recognized in any quarter will
approximately equal the amount of income that accrues on the Debentures in that
quarter at the stated interest rate.

As a result, holders will include interest (in the form of OID) in gross
income in advance of the receipt of cash, and any holders who dispose of
Preferred Securities or convert Preferred Securities into Common Stock prior to
the record date for the payment of distributions will include interest in gross
income but will not receive any cash related thereto from the Issuer. Because
income on the Debentures will constitute interest, corporate holders will not be
entitled to a dividends-received deduction with respect to any income recognized
with respect to the Debentures.

DEDUCTIBILITY OF INTEREST BY THE COMPANY

The Company will take the position that interest paid or accrued on the
Debentures will be deductible by the Company for United States Federal income
tax purposes in accordance with its normal method of accounting. There is a risk
that the IRS may attempt to disallow all or a portion of such deductions either
(i) on the basis that the Debentures constitute "corporate acquisition
indebtedness" within the meaning of Section 279 of the Code or (ii) on the basis
that the Debentures constitute "disqualified debt instruments" within the
meaning of Section 163(l) of the Code. The Company does not believe that
deductions for interest paid or accrued on the Debentures should be disallowed
under either of such provisions, but there can be no assurance that such
position will not be challenged by the IRS or, if challenged, that such a
challenge will not be successful. A successful IRS challenge to the
deductibility of interest paid or accrued on the Debentures could constitute a
Trust Tax Event, as discussed above. Additionally, if the interest on the
Debentures is not deductible, it could adversely affect the Company's ability to
make payments on the Debentures.

REDEMPTION OF PREFERRED SECURITIES FOR DEBENTURES OR CASH

Under certain circumstances, the Debentures may be distributed to holders in
exchange for the Preferred Securities. Assuming the treatment of the Issuer as a
grantor trust is respected, such a distribution to holders, for United States
Federal income tax purposes, would be treated as a nontaxable event to each
holder, and each holder would receive an aggregate tax basis in the Debentures
distributed equal to such holder's aggregate tax basis in its Preferred
Securities exchanged therefor. A holder's holding period in the Debentures so
received would include the period during which the Preferred Securities were
held by such holder. If, however, the exchange is caused by a Trust Tax Event
that has occurred and is continuing, which results in the Issuer being treated
as an association taxable as a corporation, the distribution would likely
constitute a taxable event to the Issuer and holders of the Preferred
Securities.

Under certain circumstances described herein (see "Description of the
Preferred Securities--Trust Special Event Exchange or Redemption"), the
Debentures may be redeemed for cash and the proceeds of such redemption
distributed to holders in redemption of their Preferred Securities. Under
current law, such a redemption would, for United States Federal income tax
purposes, constitute a taxable disposition of the redeemed Preferred Securities,
and a holder would recognize gain or loss in the same manner as if it sold such
redeemed Preferred Securities for cash.

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<PAGE>
SALES OF PREFERRED SECURITIES

A holder that sells Preferred Securities will recognize gain or loss equal
to the difference between the amount realized on the sale of the Preferred
Securities and the holder's adjusted tax basis in such Preferred Securities. The
tax basis of a Preferred Security will be increased by the amount of any
interest (in the form of OID) that is included in income, and will be decreased
by the amount of any payment made by the Company on the Debentures. In general,
such gain or loss will be a capital gain or loss and will be a long-term capital
gain or loss if the Preferred Securities have been held for more than one year
at the time of sale. Long-term capital gain of a non-corporate holder is subject
to a maximum United States Federal income tax rate of 20% in respect of capital
assets held for more than one year. Capital gain on the disposition of assets
held for not more than one year is taxed at the rates applicable for ordinary
income (i.e., up to 39.6%).

The Preferred Securities may trade at a price that does not accurately
reflect the value of accrued but unpaid interest with respect to the underlying
Debentures. A holder who disposes of its Preferred Securities between record
dates for payments of distributions thereon will be required to include in
income as ordinary income any accrued but unpaid interest (in the form of OID)
on the Debentures to the date of disposition and to add such amount to its
adjusted tax basis in its PRO RATA share of the underlying Debentures deemed
disposed. To the extent the selling price is less than the holder's adjusted tax
basis, such holder will recognize a capital loss. Subject to certain limited
exceptions, capital losses cannot be applied to offset ordinary income for
United States Federal income tax purposes.

CONVERSION OF PREFERRED SECURITIES INTO COMMON STOCK

A holder of Preferred Securities generally will not recognize income, gain
or loss upon the conversion of the Preferred Securities into Common Stock
through the Conversion Agent. A holder of Preferred Securities will, however,
recognize gain upon the receipt of cash in lieu of a fractional share of Common
Stock generally equal to the amount of cash received less such holder's tax
basis in such fractional share. Such holder's tax basis in Common Stock received
upon conversion should generally be equal to such holder's tax basis in the
Preferred Securities delivered to the Conversion Agent for exchange (which will
include any accrued but unpaid OID) less the basis allocated to any fractional
share for which cash is received, and such holder's holding period in the Common
Stock received upon conversion should generally begin on the date such holder
acquired the Preferred Securities that are subsequently delivered to the
Conversion Agent for exchange.

ADJUSTMENT OF CONVERSION PRICE

Treasury Regulations promulgated under Section 305 of the Code would treat
holders of Preferred Securities as having received a constructive distribution
from the Company in the event the conversion ratio of the Debentures were
adjusted if (i) as a result of such adjustment, the proportionate interest
(measured by the quantum of Common Stock into or for which the Debentures are
convertible or exchangeable) of the holders of the Preferred Securities in the
assets or earnings and profits of the Company were increased and (ii) the
adjustment was not made pursuant to a bona fide, reasonable antidilution
formula. An adjustment in the conversion ratio would not be considered made
pursuant to such a formula if the adjustment was made to compensate for certain
taxable distributions with respect to the Common Stock. Thus, under certain
circumstances, a reduction in the conversion price for the holders may result in
deemed dividend income to holders to the extent of the current or accumulated
earnings and profits of the Company. Holders of the Preferred Securities would
be required to include their allocable share of such deemed dividend income in
gross income but would not receive any cash related thereto.

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DIVIDENDS ON THE COMMON STOCK

The amount of any distribution by the Company in respect of the Common Stock
will be equal to the amount of cash and the fair market value, on the date of
distribution, of any property distributed. Generally, distributions will be
treated as a dividend, subject to a tax as ordinary income, to the extent of the
Company's current or accumulated earnings and profits, then as a tax-free return
of capital to the extent of the holder's tax basis in the Common Stock and
thereafter as gain from the sale or exchange of such stock.

In general, a dividend distribution to a corporate holder will qualify for
the 70% dividends received deduction if the holder owns less than 20% of the
voting power and value of the Company's stock (other than any non-voting,
non-convertible, non-participating preferred stock). A corporate holder that
owns 20% or more of the voting power and value of the Company's stock (other
than any nonvoting, non-convertible, non-participating preferred stock)
generally will qualify for an 80% dividends received deduction. The dividends
received deduction is subject, however, to certain holding period, taxable
income and other limitations.

If at any time (i) the Company makes a distribution of cash or property to
its stockholders or purchases Common Stock and such distribution or purchase
would be taxable to such stockholders as a dividend for United States federal
income tax purposes (e.g., distributions of evidences of indebtedness or assets
of the Company, but generally not stock dividends or rights to subscribe for
Common Stock) and, pursuant to the antidilution provisions of the Indenture, the
conversion price of the Debentures is decreased, or (ii) the conversion price of
the Debentures is decreased at the discretion of the Company, such decrease in
conversion price may be deemed to be the payment of a taxable dividend to
holders of Debentures (pursuant to Section 305 of the Code) to the extent of the
Company's current or accumulated earnings and profits. Such holders of
Debentures could therefore have taxable income as a result of an event pursuant
to which they received no cash or property.

SALE OF COMMON STOCK

Upon the sale or exchange of Common Stock, a holder generally will recognize
capital gain or loss equal to the difference between (i) the amount of cash and
the fair market value of any property received upon the sale or exchange and
(ii) such holder's adjusted tax basis in the Common Stock. Such capital gain or
loss will be long-term if the holder's holding period in the Common Stock is
more than one year at the time of the sale or exchange. A holder's basis and
holding period in Common Stock received upon conversion of a Debenture are
determined as discussed above under "--Conversion of Preferred Securities into
Common Stock."

UNITED STATES ALIEN HOLDERS

For purposes of this discussion, a "United States Alien Holder" is any
corporation, individual, partnership, estate or trust that is, as to the United
States, a foreign corporation, a non-resident alien individual, a foreign
partnership, or a foreign estate or trust.

Under present United States Federal income tax law:

(a) payments by the Issuer or any of its paying agents to any holder of
a Preferred Security who or which is a United States Alien Holder will not
be subject to United States Federal withholding tax; provided, that (i) the
beneficial owner of the Preferred Security does not actually or
constructively own 10% or more of the total combined voting power of all
classes of stock of the Company entitled to vote, (ii) the beneficial owner
of the Preferred Security is not a controlled foreign corporation that is
related to the Company through stock ownership, and (iii) either (A) the
beneficial owner of the Preferred Security certifies its status as a United
States Alien Holder to the Issuer or its agent, under penalties of perjury,
and provides its name and address or (B) (x) a securities clearing
organization,

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<PAGE>
bank or other financial institution that holds customers' securities in the
ordinary course of its trade or business (a "Financial Institution"), and
holds the Preferred Security in such capacity, certifies to the Issuer or
its agent, under penalties of perjury, that such statement has been received
from the beneficial owner by it or by a Financial Institution holding such
security for the beneficial owner and furnishes the Issuer or its agent with
a copy thereof; or (y) with respect to payments after December 31, 1999, a
"qualified intermediary" (which includes certain foreign financial
institutions, foreign clearing organizations or foreign branches of United
States financial institutions or clearing organizations which have entered
into withholding agreements with the Internal Revenue Service and have
received appropriate certification from the beneficial owner) provides the
Issuer or any of its paying agents with an intermediary withholding
certificate;

(b) dividends paid with respect to Common Stock to a United States Alien
Holder generally will be subject to withholding of United States Federal
income tax at a 30% rate (or such lower rate as may be specified by an
applicable income tax treaty), unless the dividend (i) is effectively
connected with the conduct of a trade or business of the United States Alien
Holder within the United States and certain certification requirements are
satisfied, or (ii) if an income tax treaty applies, is attributable to a
United States permanent establishment of the United States Alien Holder;

(c) except to the extent that an applicable treaty otherwise provides, a
United States Alien Holder generally will be taxed in the same manner as
other holders with respect to interest (in the form of OID) or dividends if
the income is effectively connected with a United States trade or business
of the United States Alien Holder (effectively connected interest (in the
form of OID) or dividends received by a corporate United States Alien Holder
may also, under certain circumstances, be subject to an additional "branch
profits tax" at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty);

(d) a United States Alien Holder of a Preferred Security or Common Stock
generally will not be subject to United States Federal income or withholding
tax on any gain (other than that attributable to accrued but unpaid interest
(in the form of OID), which is taxable in the manner described above)
realized upon the sale or other disposition of a Preferred Security or
Common Stock (including the receipt of cash in lieu of fractional shares
upon conversion of Preferred Securities into shares of Common Stock), unless
(i) (A) the gain is effectively connected with the conduct of a trade or
business of the United States Alien Holder in the United States or (B) if a
tax treaty applies, the gain is attributable to a United States permanent
establishment of the United States Alien Holder; (ii) in the case of a
United States Alien Holder who is an individual and holds the Preferred
Securities or Common Stock as a capital asset, such holder is present in the
United States for 183 or more days in the taxable year of the disposition
and certain other conditions are met; or (iii) (A) the Company is or has
been a "U.S. real property holding corporation" for United States Federal
income tax purposes at any time during the five-year period ending on the
date of disposition, or, if shorter, the period during which the United
States Alien Holder held the Preferred Securities or Common Stock and (B)
the interest sold is not considered stock that is "regularly traded on an
established securities market" at any time during the year of disposition or
the United States Alien Holder meets certain minimum ownership requirements;
and

(e) except to the extent that an applicable treaty otherwise provides, a
United States Alien Holder generally will be taxed in the same manner as
other holders with respect to gain on the sale or disposition of Preferred
Securities or Common Stock if the gain is effectively connected with a
United States trade or business of the United States Alien Holder
(effectively connected gain realized by a corporate United States Alien
holder may also, under certain circumstances, be subject to an additional
"branch profits tax" at a 30% rate or such lower rate as may be specified by
an applicable income tax treaty).

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<PAGE>
A United States Alien Holder who sells or otherwise disposes of Preferred
Securities or Common Stock generally will recognize gain or loss that is subject
to United States Federal income tax if (i) the Company is or has been a "U.S.
real property holding corporation" during the period described in (d) (iv) (A)
above, and (ii) the interest sold is not considered stock that is "regularly
traded on an established securities market" at any time during the calendar year
of disposition or the United States Alien Holder meets certain minimum ownership
requirements. The Company does not believe that it is a U.S. real property
holding corporation as of the date hereof, although it has not determined or
established whether it will be a U.S. real property holding corporation in the
future. A United States Alien Holder that sells or otherwise disposes of
Preferred Securities or Common Stock may request a statement from the Company
that the Company has not been a "U.S. real property holding corporation" during
the period described in (d) (iv) (A) above as of the date of such sale or
disposition. The Company will provide such a requested statement if the
requested statement would be accurate at the time given.

Under current United States Treasury regulations, dividends paid to an
address in a foreign country are presumed to be paid to a resident of that
country (unless the payor has knowledge to the contrary) for purposes of the
withholding discussed above and, under the current interpretation of such
regulations, for purposes of determining the applicability of an income tax
treaty rate. Recently published final Treasury Regulations (the "1997
Withholding Regulations"), generally effective for payments after December 31,
1999, provide certain presumptions which differ from the presumption described
above. Under the 1997 Withholding Regulations, a United States Alien Holder of
Common Stock that wishes to claim the benefit of a treaty rate is required to
satisfy applicable certification requirements. In addition, the 1997 Withholding
Regulations provide that dividend payments are generally subject to information
reporting and backup withholding unless applicable certification requirements
are satisfied. The 1997 Withholding Regulations also require, in the case of
interest or dividends with respect to Preferred Securities or Common Stock held
by a foreign partnership, that (x) the certification requirements described
above be provided by the partners rather than by the foreign partnership and (y)
the partnership provide certain information, which in certain circumstances may
include a United States taxpayer identification number. A look-through rule
would apply in the case of tiered partnerships.

INFORMATION REPORTING TO HOLDERS

Generally, income on the Preferred Securities will be reported to
noncorporate holders on Forms 1099, which forms will be mailed to holders of
record prior to January 31 following each calendar year.

BACKUP WITHHOLDING

Payments made on, and proceeds from the sale of, Preferred Securities may be
subject to a "backup" withholding tax of 31% unless the holder complies with
certain identification requirements. Any withheld amounts will generally be
allowed as a credit against the holder's United States Federal income tax,
provided the required information is timely filed with the Internal Revenue
Service.

POSSIBLE TAX LEGISLATION

The Treasury Department has from time to time proposed legislation (the
"Proposed Legislation") that, among other things, would treat as equity for
United States federal income tax purposes certain debt instruments that are not
shown as indebtedness on the consolidated balance sheet of the Trust. Such a
proposal was included in President Clinton's Fiscal 1998 Budget Proposal but was
not included in the Taxpayer Relief Act of 1997 or the IRS Restructuring and
Reform Act of 1998. No assurance can be given that the Proposed Legislation will
not ultimately be enacted in the future, that such future legislation will not
have a retroactive effective date and that such future legislation will not
prevent Tower from deducting interest on the Debentures. Such an event would
constitute a Trust Tax Event and would permit the Trust to exchange the
Preferred Securities, in whole or in part, for the Debentures or redeem, in
whole or in part, the Preferred Securities and corresponding Debentures.

66
<PAGE>
ERISA CONSIDERATIONS

The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain requirements on pension, profit-sharing and other employee
benefit plans to which it applies (the "Plans") and on those persons who are
fiduciaries with respect to such Plans. Employee benefit plans that are
governmental plans (as defined in Section 3(32) of ERISA) and certain church
plans (as defined in Section 3(33) of ERISA) are not subject to ERISA's
fiduciary requirements.

A fiduciary of a Plan should consider the fiduciary standards of ERISA in
the context of the Plan's particular circumstances before authorizing an
investment in the Preferred Securities. Among other factors, such fiduciary
should consider (i) whether the investment satisfies the prudence requirements
of Section 404(a)(1)(B) of ERISA, (ii) whether the investment satisfies the
diversification requirements of Section 404(a)(1)(C) of ERISA and (iii) whether
the investment is in accordance with the documents and instruments governing the
Plan as required by Section 404(a)(1)(D) of ERISA.

A fiduciary of a Plan must also consider whether the acquisition of
Preferred Securities and/or the operation of the Trust might result in direct or
indirect prohibited transactions under Section 406 of ERISA and Section 4975 of
the Code. In order to determine whether there are such prohibited transactions,
a fiduciary must determine whether there are "plan assets" involved in the
transaction. The Department of Labor has promulgated regulations (the
"Regulations") concerning whether or not a Plan's assets would be deemed to
include an interest in the underlying assets of an entity for purposes of
ERISA's fiduciary requirements if the Plan acquires an "equity interest" in such
entity (such as by acquiring Preferred Securities). The Regulations state that
the underlying assets of an entity such as the Trust will not be considered
"plan assets" if the Preferred Securities are publicly offered. For this
purpose, the Preferred Securities are "publicly offered" if they are part of a
class of securities that is (1) widely held, (2) freely transferable, and (3)
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended. It is expected that all of these requirements will be satisfied with
respect to the Preferred Securities offered hereunder and that the ongoing
operations of the Trust do not involve nonexempt prohibited transactions; there
can be no assurance, however, that such expectations will prove to be true. Due
to the complexity of these rules and the penalties imposed upon persons involved
in prohibited transactions, it is particularly important that potential Plan
investors consult their counsel regarding the consequences under ERISA of their
acquisition and ownership of Preferred Securities.

67
<PAGE>
SELLING HOLDERS

The Preferred Securities were originally issued by the Issuer and sold by
Donaldson, Lufkin & Jenrette, Robert W. Baird & Co., Merrill Lynch & Co.,
PaineWebber Incorporated (the "Initial Purchasers"), in transactions exempt from
the registration requirements of the Securities Act to persons reasonably
believed by the Initial Purchasers to be "qualified institutional buyers" (as
defined in Rule 144A under the Securities Act). The Selling Holders may from
time to time offer and sell pursuant to this Prospectus any or all of the
Offered Securities. The term Selling Holder includes the holders listed below
and the beneficial owners of the Preferred Securities and their transferees,
pledgees, donees or their successors.

The Company will from time to time supplement or amend this Prospectus to
reflect the required information concerning any new or additional Selling
Holders.

The following table shows the names of the Selling Holders, the number of
Preferred Securities owned by each of them as of various dates during July 1998,
which (except as noted) is also the number of Preferred Securities that may be
offered by each of them pursuant to this Prospectus, and the number of shares of
Common Stock issuable upon conversion of Preferred Securities that may be
offered by each of them pursuant to this Prospectus. Assuming all of the
Securities offered hereby are sold, then, except as otherwise noted, no Offered
Securities would be owned by any of the Selling Holders after completion of the
offering pursuant to this Prospectus.

<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON
PREFERRED STOCK ISSUABLE UPON
SECURITIES OWNED CONVERSION OF
AND PREFERRED SECURITIES
NAME OF SELLING HOLDER OFFERED HEREBY % OF CLASS (A) % OF CLASS
- ------------------------------------------------------- ------------------ ----- --------------------- -----
<S> <C> <C> <C> <C>
Alexandra Global Investment Fund I LTD................. 100,000 1.93% 162,800 *
Allstate Insurance Company............................. 40,000 * 65,120 *
Argent Classic Convertible Arbitrage Fund (Bermuda)
L.P.................................................. 50,000 * 81,400 *
Argent Classic Convertible Arbitrage Fund L.P.......... 65,000 1.26% 105,820 *
BankAmerica Pension Plan............................... 40,000 * 65,120 *
Black Diamond Ltd...................................... 29,575 * 48,148 *
Black Diamond Partners, L.P............................ 26,340 * 42,882 *
BT Alex.Brown Inc...................................... 32,500 * 52,910 *
Cincinnati Insurance Co................................ 100,000 1.93% 162,800 *
Common Fund............................................ 34,180 * 55,645 *
Commonwealth Life Insurance Company.................... 70,000 1.35% 113,960 *
Deeprock & Co.......................................... 12,000 * 19,536 *
Delta Airlines Inc. Retirement Plan.................... 234,025 4.52% 380,993 *
Donaldson, Lufkin & Jenrette Securities Corp........... 29,960 * 48,774 *
Double Black Diamond Offshore, LDC..................... 12,480 * 20,317 *
Forest Alternative Strategies Fund A-5................. 44,900 * 73,097 *
Forest Alternative Strategies Fund A-5I................ 3,500 * 5,698 *
Forest Global Convertible Fund Series A-5.............. 47,100 * 76,679 *
Forest Alternative Strategies Fund A-5M................ 1,700 * 2,768 *
George Weiss & Co. LLC................................. 280,000 5.41% 455,840 *
Glacier Water Services................................. 12,000 * 19,536 *
GranGem 23 41 LLC...................................... 2,570 * 4,184 *
Highbridge Capital Corporation......................... 60,000 1.16% 97,680 *
Income Fund of America, Inc............................ 450,000 8.70% 732,600 1.34%
KA Trading LP.......................................... 12,000 * 19,536 *
KA Management Ltd...................................... 28,000 * 45,584 *
Lincoln National Convertible Securities Fund........... 27,125 * 44,160 *
LLT Limited............................................ 2,800 * 4,558 *
Lutheran Brotherhood High Yield Fund................... 40,000 * 65,120 *
Mainstay Convertible Fund.............................. 66,000 1.28% 107,448 *
Mainstay Strategic Value Fund.......................... 4,000 * 6,512 *
Mainstay VP Convertible Portfolio...................... 19,000 * 30,932 *
McMahan Securities Company, L.P........................ 3,500 * 5,698 *
Merrill Lynch, Pierce, Fenner & Smith Inc.............. 65,000 1.26% 105,820 *
</TABLE>

68
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON
PREFERRED STOCK ISSUABLE UPON
SECURITIES OWNED CONVERSION OF
AND PREFERRED SECURITIES
NAME OF SELLING HOLDER OFFERED HEREBY % OF CLASS (A) % OF CLASS
- ------------------------------------------------------- ------------------ ----- --------------------- -----
<S> <C> <C> <C> <C>
MFS Series Trust I..................................... 200 * 326 *
MFS Series Trust V..................................... 179,800 3.47% 292,714 *
Mt. Sinai School of Medicine........................... 3,775 * 6,146 *
National Steel Corporation............................. 9,335 * 15,197 *
National Union Fire Insurance.......................... 5,380 * 8,759 *
New Vernon Advisors, Inc............................... 3,220 * 5,242 *
Orrington Investments Limited Partnership.............. 31,000 * 50,468 *
Pacific Life Insurance Company......................... 500,000 9.66% 814,000 1.49%
Providian Life & Health................................ 50,000 * 81,400 *
Q Investments, L.P..................................... 41,250 * 67,155 *
R2 Investments, LDC.................................... 33,750 * 54,945 *
Retail Clerks Pension Plan............................. 36,000 * 58,608 *
Reserve Convertible Securities Fund.................... 10,000 * 16,280 *
South Dakota Retirement Systems........................ 70,000 1.35% 113,960 *
Toronto Dominion, Inc.................................. 100,000 1.93% 162,800 *
TQA Vantage Fund, LTD.................................. 12,000 * 19,536 *
TQA Arbitrage Fund, L.P................................ 12,000 * 19,536 *
TQA Leverage Fund, L.P................................. 8,000 * 13,024 *
TQA Vantage Plus Fund, LTD............................. 8,000 * 13,024 *
Transamerica Life Insurance & Annuity Company.......... 100,000 1.93% 162,800 *
Travelers Life& Annuity Company........................ 4,000 * 6,512 *
Travelers Indemnity Company............................ 56,000 1.08% 91,168 *
Travelers Insurance Company............................ 38,000 * 61,864 *
Travelers Series Trust Convertible Bond Portfolio...... 2,000 * 3,256 *
Tribeca Investments, L.L.C............................. 45,000 * 73,260 *
U.S. Olympic Foundation................................ 16,850 * 27,432 *
UBS A.G. - London...................................... 130,000 2.51% 211,640 *
Walker Art Center...................................... 3,540 * 5,763 *
Worldwide Transactions Ltd............................. 4,600 0.00% 7,489 0.00%
---------- ----- ---------- ---
TOTAL.................................................. 3,303,955 63.84% 5,344,650 9.78%
</TABLE>

Selling Holders identified above may have sold, transferred or otherwise
disposed of all or a portion of their Preferred Securities after the date on
which they provided the information regarding their ownership of Preferred
Securities, in transactions exempt from the registration requirements of the
Securities Act.

PLAN OF DISTRIBUTION

The Offered Securities are outstanding securities and are being offered for
sale from time to time pursuant to this Prospectus by the Selling Holders. The
Offered Securities also may be sold pursuant to Rule 144 or Rule 144A under the
Securities Act.

The Offered Securities may be sold from time to time to purchasers directly
by the Selling Holders. Alternatively, the Selling Holders may from time to time
offer the Offered Securities to or through underwriters, broker-dealers or
agents, who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Holders or the purchasers of such
securities for whom they may act as agents. The Selling Holders and any
underwriters, broker-dealers or agents that participate in the distribution of
Offered Securities may be deemed to be "underwriters" within the meaning of the
Securities Act and any profit on the sale of such securities and any discounts,
commissions, concessions or other compensation received by any such underwriter,
broker-dealer or agent may be deemed to be underwriting discounts and
commissions under the Securities Act. The Offered Securities may be sold from
time to time in one or more transactions at fixed prices, at prevailing market
prices at the time of sale, at varying prices determined at the time of sale or
at negotiated prices. The sale of the Offered Securities may be effected in
transactions (which may involve crosses or block transactions) (i) on

69
<PAGE>
any national securities exchange or quotation service on which the Offered
Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges
or in the over-the-counter market or (iv) through the writing of options. In
connection with sales of the Offered Securities or otherwise, the Selling
Holders may enter into hedging transactions with broker-dealers, which may in
turn engage in short sales of the Offered Securities in the course of hedging
positions they assume. The Selling Holders may also sell the Offered Securities
short and deliver Offered Securities to close out such short positions, or loan
or pledge Offered Securities to broker-dealers that in turn may sell such
securities.

At the time a particular offering of the Offered Securities is made, a
Prospectus Supplement, if required, will be distributed which will set forth the
aggregate amount and type of Offered Securities being offered and the terms of
the offering, including the name or names of any underwriters, broker-dealers or
agents, any discounts, commissions and other terms constituting compensation
from the Selling Holders and any discounts, commissions or concessions allowed
or reallowed or paid to broker-dealers.

To comply with the securities laws of certain jurisdictions, if applicable,
the Offered Securities will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions the Offered Securities may not be offered or sold unless they have
been registered or qualified for sale in such jurisdictions or any exemption
from registration or qualification is available and is complied with.

The Selling Holders are subject to applicable provisions of the Exchange Act
and the rules and regulations thereunder, which provisions may limit the timing
of purchases and sales of any of the Offered Securities by the Selling Holders.
The foregoing may affect the marketability of such securities.

Pursuant to the Registration Rights Agreement, the Company and the Issuer
have agreed to bear all reasonable fees and expenses customarily borne by
issuers in a non-underwritten secondary offering by selling security holders or
in an underwritten offering, as the case may be, incurred in connection with the
performance of its obligations under the Registration Rights Agreement;
PROVIDED, HOWEVER, that the Selling Holders will pay all underwriting discounts
and selling commissions, if any. The Selling Holders will be indemnified by the
Company and the Issuer, jointly and severally, against certain liabilities,
including certain liabilities under the Securities Act, or will be entitled to
contribution in connection therewith. The Company and the Issuer will be
indemnified by the Selling Holders severally against certain liabilities,
including certain liabilities under the Securities Act, or will be entitled to
contribution in connection therewith.

LEGAL MATTERS

Certain matters of Delaware law relating to the validity of the Preferred
Securities have been passed upon by Richards, Layton & Finger, P.A., Wilmington,
Delaware, special Delaware counsel to the Issuer and the Company. Certain legal
matters have been passed upon for the Company and the Issuer by Kirkland &
Ellis, Chicago, Illinois, a partnership including professional corporations.
Certain United States federal income taxation matters will be passed upon on
behalf of the Trust and Tower by Kirkland & Ellis.

EXPERTS

The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1997 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, and the combined financial statements of
Automotive Products Company as of December 31, 1996 and 1995 and for each of the
years in the three-year period ended December 31, 1996, incorporated by
reference in this Prospectus from the Company's Current Report on Form 8-K,
dated April 18, 1997, have been audited by Arthur Andersen LLP, independent
public accountants, as stated in their reports included therein and incorporated
by reference herein.

70
<PAGE>
UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The Unaudited Pro Forma Statement of Operations for the year ended December
31, 1997 gives effect to: (i) the acquisition of APC (including related
financing transactions) and the Company's investment in Metalsa; (ii) Tower's
April 1997 offering of 8,500,000 shares of Common Stock and the application of
the net proceeds therefrom (the "1997 Offering"); and (iii) Tower's July 1997
offering of the Convertible Notes and the application of the proceeds therefrom
(the "Convertible Notes Offering"), as if such transactions had occurred on
January 1, 1997. The results of operations of SIMES have not been included in
the Company's pro forma results of operations for the year ended December 31,
1997 because such results are not material to the Company's results of
operations taken as a whole. In addition, the Offering has not been included in
the Company's pro forma results of operations for the year ended December 31,
1997 because the pro forma effect of the Offering is not material to the
Company's overall interest expense for such period. The historical balance sheet
of the Company as of March 31, 1998 already reflects the acquisition of APC, the
Company's investment in Metalsa, the 1997 Offering and the Convertible Notes
Offering. As a result, no pro forma balance sheet is included herein.

The Unaudited Pro Forma Statement of Operations is based on the assumptions
and adjustments described in the accompanying notes. The Unaudited Pro Forma
Statement of Operations does not purport to represent what the Company's results
of operations actually would have been if the events described above had
occurred as of the dates indicated or what such results will be for any future
periods. The Unaudited Pro Forma Statement of Operations is based upon
assumptions and adjustments that the Company believes are reasonable. The
Unaudited Pro Forma Statement of Operations, and the accompanying notes, should
be read in conjunction with the historical financial statements of the Company,
including the notes thereto, incorporated by reference in this Prospectus.

71
<PAGE>
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1997

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
HISTORICAL
------------------------ PRO FORMA
COMPANY(1) APC(2) ADJUSTMENTS PRO FORMA
------------ ---------- ----------- ------------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.................................................. $ 1,235,829 $ 288,941 $ (3,967)(3) $ 1,520,803
Cost of sales............................................. 1,058,720 309,859 (11,689)(4) 1,356,890
------------ ---------- ----------- ------------
Gross profit (loss)....................................... 177,109 (20,918) 7,722 163,913
Selling, general and administrative expenses.............. 57,869 12,579 -- 70,448
Amortization expense...................................... 9,537 -- 1,352(5) 10,889
------------ ---------- ----------- ------------
Operating income (loss)................................... 109,703 (33,497) 6,370 82,576
Interest expense, net..................................... 28,962 3,426 12,671(6) 45,059
------------ ---------- ----------- ------------
Income (loss) before provision for income taxes........... 80,741 (36,923) (6,301) 37,517
Provision for (benefit from) income taxes................. 32,290 (14,652) (2,542)(7) 15,096
Equity in earnings of joint venture....................... (227) -- (6,741)(8) (6,968)
------------ ---------- ----------- ------------
Income (loss) before extraordinary item................... 48,678 (22,271) 2,982 29,389
Extraordinary loss on early extinguishment
of debt, net of income taxes............................ 2,434 -- -- 2,434
------------ ---------- ----------- ------------
Net income (loss)................................. $ 46,244 $ (22,271) $ 2,982 $ 26,955
------------ ---------- ----------- ------------
------------ ---------- ----------- ------------

Net income applicable to common
stockholders--diluted................................... $ 49,182 $ 33,884
------------ ------------
------------ ------------

Basic earnings per share:
Income before extraordinary item........................ $ 2.39 $ 1.29
Extraordinary item...................................... (0.12) (0.11)
------------ ------------
Net income.............................................. $ 2.27 $ 1.18
------------ ------------
------------ ------------

Diluted earnings per share:
Income before extraordinary item........................ $ 2.28 $ 1.29(9)
Extraordinary item...................................... (0.10) (0.11)(9)
------------ ------------
Net income.............................................. $ 2.18 $ 1.18(9)
------------ ------------
------------ ------------

Basic shares outstanding(10).............................. 20,360 2,479 22,839
Diluted shares outstanding(11)............................ 22,601 4,734 27,335
</TABLE>

See accompanying Notes to Unaudited Pro Forma Statement of Operations.

72
<PAGE>
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)

(1) Represents the results of operations of the Company for the year ended
December 31, 1997. Includes the results of operations of APC from April 19,
1997 to December 31, 1997.

(2) Represents the results of operations for APC from January 1, 1997 through
the date of acquisition, April 18, 1997. The results of APC for this period
include the effect of non-recurring charges totaling $30.7 million, net of
related income taxes. Included in these charges were $24.2 million
associated with losses to be incurred on certain future contracts and $24.6
million related to one-time increases in selected asset valuation allowances
and accrued liabilities. An income tax benefit of $18.1 million was
reflected as a result of these charges. These charges reduced pro forma
diluted earnings per share by $1.12.

(3) To eliminate sales of stampings from the Company to APC from January 1, 1997
through the date of acquisition, April 18, 1997.

(4) To eliminate purchases made by APC from the Company from January 1, 1997
through the date of acquisition, April 18, 1997, of $3,967 (See Note 3), and
to reflect the change in depreciation expense of $5,064 resulting from
adjustments to the depreciable lives of property, plant and equipment of APC
for the period preceding its acquisition to its estimated useful life at the
time of the acquisition and from adjustments to value such property, plant
and equipment at fair value as of the date of acquisition. In addition,
technology fees totaling $2,658 related to the investment in Metalsa are
reflected as a reduction of cost of sales for the period preceding this
investment.

(5) Represents the amortization of goodwill arising from the acquisition of APC.
Goodwill is being amortized on a straight-line basis over a forty-year
period.

(6) Represents incremental interest expense arising from indebtedness incurred
in connection with the acquisition of APC and the investment in Metalsa, net
of the reduction in interest expense which results from the application of
the proceeds from the 1997 Offering and the Convertible Notes Offering as
follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1997
-----------------
<S> <C>
Increase in interest expense resulting from:
Acquisition of APC (including related financing transactions)............ $ 11,141
Investment in Metalsa.................................................... 8,275
Reduction in interest expense resulting from the application of the
proceeds from:
1997 Offering............................................................ (5,611)
Convertible Notes Offering............................................... (1,134)
-------
Net increase in interest expense........................................... $ 12,671
-------
-------
</TABLE>

Adjustments to interest expense (other than on the Convertible Notes) have been
calculated at an assumed weighted average interest rate of 6.75% during the pro
forma period. If the assumed interest rate were to change by 1/8 of 1%, interest
expense would change by approximately $250 and net income would change by
approximately $150.

(7) To adjust the provision for income taxes on a pro forma basis to reflect the
Company's incremental tax rate of 40%.

(8) Represents the equity in earnings of Metalsa as if such investment had been
made at the beginning of the period presented.

73
<PAGE>
(9) Pro forma diluted earnings per share is anti-dilutive.

(10) Pro forma basic shares outstanding reflect the issuance of 8,500,000 shares
issued in the 1997 Offering, as if such issuance had occurred at the
beginning of the period presented.

(11) Historical diluted shares outstanding reflects the assumed conversion of
the Convertible Notes at a conversion price of $51.75 per share, at the date
such Convertible Notes were issued, resulting in the elimination of interest
expense thereon, net of the related income tax effect, and the assumed
issuance of 3,864,734 shares of Common Stock upon such conversion. Pro forma
diluted shares outstanding assume such conversion occurred at the beginning
of the period presented.

74
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE TRUST OR THE
INITIAL PURCHASERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER NO
CIRCUMSTANCES SHALL THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO
THIS OFFERING CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS
OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE TRUST OR THE COMPANY
SINCE SUCH DATE.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 1
Risk Factors.............................................................. 8
The Company............................................................... 15
Use of Proceeds........................................................... 17
Disclosure Regarding Forward-Looking Statements........................... 17
Accounting Treatment...................................................... 17
Ratio of Earnings to Fixed Charges........................................ 17
Tower Automotive Capital Trust............................................ 18
Description of the Preferred Securities................................... 19
Description of the Guarantee.............................................. 40
Description of the Debentures............................................. 44
Relationship among the Preferred Securities, the Debentures and the
Guarantee............................................................... 54
Description of Other Indebtedness......................................... 56
Description of Capital Stock.............................................. 59
Certain Federal Income Tax Consequences................................... 61
ERISA Considerations...................................................... 67
Selling Holders........................................................... 68
Plan of Distribution...................................................... 69
Legal Matters............................................................. 70
Experts................................................................... 70
Unaudited Pro Forma Financial Statements.................................. 71
</TABLE>

TOWER AUTOMOTIVE
CAPITAL TRUST

6 3/4% TRUST CONVERTIBLE
PREFERRED SECURITIES
LIQUIDATION PREFERENCE
$50 PER PREFERRED SECURITY

GUARANTEED TO THE EXTENT
SET FORTH HEREIN BY, AND
CONVERTIBLE INTO COMMON STOCK
OF, TOWER AUTOMOTIVE, INC.

---------------------

PROSPECTUS

---------------------

SEPTEMBER , 1998

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses of the Registrant in connection
with the issuance and distribution of the securities being registered, other
than underwriting discounts and commissions. All such amounts are estimates,
other than the fees payable to the Commission and the NYSE.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............... $ 76,331
Legal fees and expenses........................................... 50,000
Accounting fees and expenses...................................... 10,000
Miscellaneous..................................................... 23,669
---------
Total........................................................... $ 160,000
---------
---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 102(b)(7) of the General Corporation Law of the State of Delaware
permits a Delaware corporation to limit the personal liability of its directors
in accordance with the provisions set forth therein. The Restated Certificate of
Incorporation of the Registrant provides that the personal liability of its
directors shall be limited to the fullest extent permitted by applicable law.

Section 145 of the General Corporation Law of the State of Delaware contains
provisions permitting corporations organized thereunder to indemnify directors,
officers, employees or agents against expenses, judgments and fines reasonably
incurred and against certain other liabilities in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person was or is a director, officer, employee or agent of the corporation. The
Restated Certificate of Incorporation of the Registrant provide for
indemnification of its directors and officers to the fullest extent permitted by
applicable law.

Under the Trust Agreement, the Company agreed to indemnify and hold
harmless, to the fullest extent permitted by applicable law, each Trustee, any
affiliate of any Trustee, any officer, director, shareholder, employee,
representative or agent of any Trustee, and any employee or agent of the Issuer
or its affiliates (each an "Indemnified Person") from and against any loss,
damage, liability, tax, penalty, expense or claim incurred by such Indemnified
Person by reason of the creation, operation, dissolution or termination of the
Issuer or in connection with the administration of the Issuer or any act or
omission performed or omitted by such Indemnified Person in good faith on behalf
of the Issuer and in a manner such Indemnified Person reasonably believed to be
within the scope of authority conferred on such Indemnified Person by the Trust
Agreement, except that no Indemnified Person is entitled to be indemnified in
respect of any loss, damage or claim incurred by such Indemnified Person by
reason of negligence or willful misconduct with respect to such acts or
omissions.

ITEM 16. EXHIBITS.

The following exhibits are filed pursuant to Item 601 of Regulation S-K:

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
4.1 Amended and Restated Certificate of Incorporation of the Company, as
amended by the Certificate of Amendment to Certificate of Incorporated,
dated June 2, 1997, incorporated by reference to the Company's Form S-3
Registration Statement (Registration No. 333-38827).
</TABLE>

II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
4.2 Amended and Restated By-Laws of the Company, incorporated by reference as
Exhibit 3.2 to the Company's Form S-1 Registration Statement
(Registration No. 33-80320).

4.3 Certificate of Trust of Tower Automotive Capital Trust, incorporated by
reference to Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 (the "Form 10-Q").

4.4 Amended and Restated Declaration of Trust of Tower Automotive Capital
Trust, dated as of June 9, 1998, incorporated by reference to Exhibit
4.2 of the Form 10-Q.

4.5 Junior Convertible Subordinated Indenture for the 6 3/4% Convertible
Subordinated Debentures, between Tower Automotive, Inc. and the First
National Bank of Chicago, as Subordinated Debt Trustee, incorporated by
reference to Exhibit 4.3 of the Form 10-Q

4.6 Form of 6 3/4% Preferred Securities (Included in Exhibit D to Exhibit 4.4
above).

4.7 Form of 6 3/4% Junior Convertible Subordinated Debentures (Included in
Article 2 to Exhibit 4.5 above).

4.8 Specimen certificate for shares of Common Stock (incorporated by reference
to Exhibit 4.1 of the Company's Form S-3 Registration Statement
(Registration No. 333-38827).

4.9 Guarantee Agreement, dated as of June 9, 1998, between Tower Automotive,
Inc., as Guarantor, and The First National Bank of Chicago, as Guarantee
Trustee, incorporated by reference to Exhibit 4.6 of the Form 10-Q.

4.10 Registration Rights Agreement, dated June 9, 1998, among Tower Automotive
Capital Trust and Donaldson, Lufkin & Jenrette Securities Corporation,
Robert W. Baird & Co. Incorporated, Bear, Merrill Lynch & Co. and
PaineWebber Incorporated, as Initial Purchasers, incorporated by
reference to Exhibit 4.7 of the Form 10-Q.

5.1 Opinion of Kirkland & Ellis, counsel to Tower Automotive, Inc., as to the
validity of the Convertible Subordinated Debentures, Guarantee and the
Common Stock of Tower Automotive, Inc. issuable upon conversion of the
Preferred Securities being registered hereby.

5.2 Opinion of Richards, Layton & Finger, P.A., special Delaware counsel to
Tower Automotive Capital Trust, as to the validity of the Preferred
Securities.

8.1 Opinion of Kirkland & Ellis, special United States tax counsel to Tower
Automotive, Inc. and Tower Automotive Capital Trust, as to certain tax
matters.

12.1 Statements regarding computation of ratio of earnings to fixed charges.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Kirkland & Ellis (included in Exhibits 5.1 and 8.1).

23.3 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).

24.1 Power of Attorney (set forth on signature page of the Registration
Statement).

25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of First
Chicago, as Property Trustee under the Declaration of Trust.

25.3 Form T-1 Statement of Eligibility under the Trust Indenture Act of First
Chicago, as Guarantee Trustee under the Guarantee.
</TABLE>

II-2
<PAGE>
ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are to set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(d) The undersigned Registrant hereby undertakes that for the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall

II-3
<PAGE>
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(e) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each
Registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, Minnesota, as of September 4, 1998.
<TABLE>
<S> <C> <C> <C>
TOWER AUTOMOTIVE, INC. TOWER AUTOMOTIVE CAPITAL TRUST

By: /S/ SCOTT D. RUED By:
---------------------------------------
Scott D. Rued
VICE PRESIDENT TOWER By:

<CAPTION>
By: TOWER AUTOMOTIVE, INC.

/S/ SCOTT D. RUED
---------------------------------------
Scott D. Rued
VICE PRESIDENT TOWER
</TABLE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Scott D. Rued and Carl E. Nelson as true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including pre-effective and
post-effective amendments) to this Registration Statement (and any registration
statement filed pursuant to Rule 462(b) under the Securities Act), and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof. Pursuant to the requirements of the
Securities Act of 1933, as amended, this Registration Statement has been signed
by the following persons in the capacities and as of the dates indicated.

* * * *

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

<C> <S> <C>
/s/ S.A. JOHNSON
- ------------------------------ Chairman of the Board and September 4, 1998
S.A. Johnson Director

/s/ ADRIAN VANDER STARRE
- ------------------------------ Director September 4, 1998
Adrian Vander Starre

/s/ DUGALD K. CAMPBELL
- ------------------------------ President, Chief Executive September 4, 1998
Dugald K. Campbell Officer and Director
</TABLE>

II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

<C> <S> <C>
Vice President and Chief
/s/ ANTHONY A. BARONE Financial Officer
- ------------------------------ (Principal Financial and September 4, 1998
Anthony A. Barone Accounting Officer)

/s/ JAMES R. LOZELLE
- ------------------------------ Director September 4, 1998
James R. Lozelle

/s/ SCOTT D. RUED
- ------------------------------ Director September 4, 1998
Scott D. Rued

/s/ WILLIAM H. CLEMENT
- ------------------------------ Director September 4, 1998
William H. Clement

/s/ ERIC J. ROSEN
- ------------------------------ Director September 4, 1998
Eric J. Rosen

/s/ MATTHEW O. DIGGS, JR.
- ------------------------------ Director September 4, 1998
Matthew O. Diggs, Jr.

/s/ E.J. LOUGHREY
- ------------------------------ Director September 4, 1998
E.J. Loughrey

/s/ KIM B. CLARK
- ------------------------------ Director September 4, 1998
Kim B. Clark
</TABLE>

II-6
<PAGE>
EXHIBIT INDEX

4.2 Amended and Restated By-Laws of the Company, incorporated by reference as
Exhibit 3.2 to the Company's Form S-1 Registration Statement
(Registration No. 33-80320).

4.4 Amended and Restated Declaration of Trust of Tower Automotive Capital
Trust, dated as of June 9, 1998, incorporated by reference to Exhibit
4.2 of the Form 10-Q.

4.6 Form of 6 3/4% Preferred Securities (Included in Exhibit D to Exhibit 4.4
above).

4.7 Form of 6 3/4% Junior Convertible Subordinated Debentures (Included in
Article 2 to Exhibit 4.5 above).

4.8 Specimen certificate for shares of Common Stock (incorporated by reference
to Exhibit 4.1 of the Company's Form S-3 Registration Statement
(Registration No. 333-38827).

5.2 Opinion of Richards, Layton & Finger, P.A., special Delaware counsel to
Tower Automotive Capital Trust, as to the validity of the Preferred
Securities.

8.1 Opinion of Kirkland & Ellis, special United States tax counsel to Tower
Automotive, Inc. and Tower Automotive Capital Trust, as to certain tax
matters.

12.1 Statements regarding computation of ratio of earnings to fixed charges.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Kirkland & Ellis (included in Exhibits 5.1 and 8.1).

23.3 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).

24.1 Power of Attorney (set forth on signature page of the Registration
Statement).

25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), of The First National Bank of
Chicago ("First Chicago"), as Trustee under the Junior Convertible
Subordinated Indenture and as Guarantee Trustee under the Guarantee.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of First
Chicago, as Property Trustee under the Declaration of Trust.
</TABLE>

<PAGE>

KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
200 East Randolph Drive
Chicago, Illinois 60601

To Call Writer Direct: 312 861-2000 Facsimile:
312 861-2000 312 861-2200

EXHIBIT 5.1

March 16, 1998

Tower Automotive Capital Trust
Tower Automotive, Inc.
4508 IDS Center
Minneapolis, Minnesota 55402

Re: Tower Automotive Capital Trust; Tower Automotive, Inc.
Registration Statement on Form S-3 (Registration No. 333- )
-----------------------------------------------------------------

Ladies and Gentlemen:

We have acted as special counsel to Tower Automotive Capital Trust, a
statutory business trust created under the Business Trust Act of the State of
Delaware (Del. Code Ann., tit. 12, Section 3810) (the "Trust"), and Tower
Automotive, Inc., a Delaware corporation (the "Company"), in connection with the
preparation of the Registration Statement (as defined below) for the
registration under the Securities Act of 1933, as amended (the "Act"), of:
(i) 5,175,000 shares of 6-3/4% Convertible Trust Preferred Securities (the
"Preferred Securities") (liquidation amount $50 per Preferred Security) of the
Trust; (ii) $258,750,000 aggregate principal amount of 6-3/4% Convertible
Subordinated Debentures due 2018 of the Company (the "Debentures"); (iii) shares
of Common Stock, par value $0.01 per share (the "Common Stock"), of the Company
initially issuable upon conversion of the Debentures and the Preferred
Securities (the "Conversion Shares") and (iv) the rights of holders of the
Preferred Securities under a guarantee (the "Preferred Securities Guarantee") by
the Company.

The Preferred Securities are to be issued pursuant to an Amended and
Restated Trust Agreement (the "Trust Agreement"), among the Company, as sponsor
and as the issuer of the Debentures to be held by the Property Trustee (as
defined below) of the Trust, First Chicago Delaware, Inc., as Delaware trustee,
The First National Bank of Chicago, as property trustee (the "Property
Trustee"), and the administrative trustees named therein. The Preferred
Securities Guarantee will be issued pursuant to a Preferred Securities Guarantee
Agreement (the "Guarantee Agreement") by the Company, as guarantor. In
connection with any conversion of a Preferred Security by the holder thereof,
such Preferred Security will be exchanged for the appropriate principal amount
of Debentures held by the Trust, which will, in turn, be immediately converted
into
<PAGE>

Tower Automotive Capital Trust
Tower Automotive, Inc.
September 4, 1998
Page 2

shares of Common Stock at the then applicable rate, as further described in the
Trust Agreement and the Indenture (as defined below).

This opinion is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act. Capitalized terms used but not
otherwise defined herein have the meanings ascribed to them in the Registration
Statement.

In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of: (i) the Registration
Statement on Form S-3 (Registration No. 333- ) filed by the Company and
the Trust with the Securities and Exchange Commission (the "Commission") on
September 4, 1998 under the Act (such Registration Statement, as so amended,
being hereinafter referred to as the "Registration Statement"); (ii) the
Certificate of Trust of the Trust filed with the Secretary of State of the State
of Delaware on June 3, 1998; (iii) the form of the Trust Agreement (including
the designations of the terms of the Preferred Securities annexed thereto);
(iv) the form of the Preferred Securities and specimen certificates thereof;
(v) the form of the Guarantee Agreement; (vi) the form of the junior convertible
subordinated indenture (the "Indenture"), between the Company and The First
National Bank of Chicago, as indenture trustee, pursuant to which the Debentures
will be issued; (vii) a specimen Debenture; (viii) a specimen certificate
representing the Common Stock; (ix) the form of the Underwriting Agreement (the
"Underwriting Agreement") proposed to be entered into among the Company, the
Trust and Donaldson, Lufkin & Jenrette Securities Corporation, Robert W. Baird &
Co. Incorporated, Merrill Lynch & Co. and PaineWebber Incorporated
(collectively, the "Underwriters") relating to, among other things, the sale of
the Preferred Securities; (x) the Amended and Restated Certificate of
Incorporation of the Company, as presently in effect; (xi) the Amended and
Restated By-Laws of the Company, as presently in effect; and (xii) certain
resolutions of the Board of Directors of the Company relating to the issuance
and sale of the Debentures and the Preferred Securities and related matters. We
have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinions set forth herein.

In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Company and the Trust, we have
assumed that such parties had

<PAGE>

Tower Automotive Capital Trust
Tower Automotive, Inc.
September 4, 1998
Page 3

the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents
and that such documents constitute valid and binding obligations of such
parties. In addition, we have assumed that the Trust Agreement, the Preferred
Securities, the Guarantee Agreement, the Indenture, the Debentures and the
Underwriting Agreement when executed will be in substantially the forms reviewed
by us. As to any facts material to the opinions expressed herein which were not
independently established or verified, we have relied upon oral or written
statements and representations of officers, trustees and other representatives
of the Company, the Trust and others.

Members of our firm are admitted to the bar in the State of Illinois, and
we do not express any opinion as to the laws of any jurisdiction other than the
laws of the State of Illinois, the General Corporation Law of the State of
Delaware and the federal laws of the United States to the extent set forth
herein.

Based on and subject to the foregoing and to the other qualifications and
limitations set forth herein, we are of the opinion that when: (i) the
Registration Statement becomes effective; (ii) the price at which the Preferred
Securities are to be sold to the Underwriters pursuant to the Underwriting
Agreement and other matters relating to the issuance and sale of the Preferred
Securities and the Debentures have been duly adopted by the Preferred Securities
Committee of the Board of Directors of the Company; (iii) the Trust Agreement,
the Underwriting Agreement, the Guarantee Agreement and the Indenture have been
duly executed and delivered by the parties thereto; (iv) the Preferred
Securities have been duly executed and authenticated in accordance with the
terms of the Trust Agreement and delivered to and paid for by the Underwriters
as contemplated by the Underwriting Agreement; and (v) the Debentures have been
duly executed and authenticated in accordance with the terms of the Indenture
and delivered to and paid for by the Trust as contemplated by the Trust
Agreement:

1. The Guarantee Agreement will be a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms.

2. The issuance and sale of the Debentures will have been duly authorized
and the Debentures will be valid and binding obligations of the Company,
entitled to the benefits of the Indenture and enforceable against the Company in
accordance with their terms.
<PAGE>

Tower Automotive Capital Trust
Tower Automotive, Inc.
September 4, 1998
Page 4

3. The Conversion Shares will have been duly authorized and reserved for
issuance upon conversion of the Debenture and, when certificates representing
the Conversion Shares in the form of the specimen certificates examined by us
have been manually signed by an authorized officer of the transfer agent and
registrar for the Common Stock and registered by such transfer agent and
registrar and delivered to the holders of the Preferred Securities upon
conversion thereof in accordance with the terms of the Trust Agreement and the
Indenture, such Conversion Shares will be validly issued, fully paid and
nonassessable.

Each opinion (an "enforceability opinion") in this letter that any
particular contract is a valid and binding obligation or is enforceable in
accordance with its terms is subject to: (i) the effect of bankruptcy,
insolvency, fraudulent conveyance and other similar laws and judicially
developed doctrines in this area such as substantive consolidation and equitable
subordination; (ii) the effect of general principles of equity; and (iii) other
commonly recognized statutory and judicial constraints on enforceability
including statutes of limitations. "General principles of equity" include but
are not limited to: principles limiting the availability of specific performance
and injunctive relief; principles which limit the availability of a remedy under
certain circumstances where another remedy has been elected; principles
requiring reasonableness, good faith and fair dealing in the performance and
enforcement of an agreement by the party seeking enforcement; principles which
may permit a party to cure a material failure to perform its obligations; and
principles affording equitable defenses such as waiver, laches and estoppel. It
is possible that terms in a particular contract covered by our enforceability
opinion may not prove enforceable for reasons other than those explicitly cited
in this letter should an actual enforcement action be brought, but (subject to
all the exceptions, qualifications, exclusions and other limitations contained
in this letter) such unenforceability would not in our opinion prevent the party
entitled to enforce that contract from realizing the principal benefits
purported to be provided to that party by the terms in that contract which are
covered by our enforceability opinion.

We hereby consent to the use of our name under the heading "Legal Matters"
in the prospectus which forms a part of the Registration Statement. We also
hereby consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is
<PAGE>

Tower Automotive Capital Trust
Tower Automotive, Inc.
September 4, 1998
Page 5

required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder. This opinion is expressed as of the date
hereof unless otherwise expressly stated and we disclaim any undertaking to
advise you of the facts stated or assumed herein or any subsequent changes in
applicable law.

Very truly yours,

/s/ Kirkland & Ellis

KIRKLAND & ELLIS

<PAGE>

[RICHARDS, LAYTON & FINGER LETTERHEAD]

September 4, 1998

Tower Automotive, Inc.
4508 IDS Center
Minneapolis, Minnesota 55402

Re: TOWER AUTOMOTIVE CAPITAL TRUST

Ladies and Gentlemen:

We have acted as special Delaware counsel for Tower Automotive,
Inc., a Delaware corporation (the "Company") and Tower Automotive Capital
Trust, a Delaware business trust (the "Trust") in connection with the matters
set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(a) The Certificate of Trust of the Trust, as filed with the
office of the Secretary of State of the State of Delaware (the "Secretary of
State") on June 3, 1998;

(b) The Trust Agreement of the Trust, dated as of June 3, 1998,
among the Company and the trustees named therein;

(c) The Registration Statement (the "Registration Statement")
on Form S-3, including a preliminary prospectus with respect to the Trust
(the "Prospectus"), relating to the 63/4% Trust Convertible Preferred
Securities of the Trust representing preferred undivided beneficial interests
in the assets of the Trust (each, a "Preferred Security" and collectively,
the "Preferred Securities"), to be filed by the Company and the Trust with
the Securities and Exchange Commission on or about September 4, 1998;

(d) The Amended and Restated Trust Agreement of the Trust,
dated as of June 9, 1998 (including Exhibits C, D and E thereto) (the "Trust
Agreement"), among the Company,

<PAGE>

Tower Automotive, Inc.
September 4, 1998
Page 2

the trustees of the Trust named therein, and the holders, from time to time,
of the undivided beneficial interests in the assets of the Trust; and

(e) A Certificate of Good Standing for the Trust, dated
September 2, 1998, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined
are used as defined in the Trust Agreement.

For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (e) above. In
particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that
is inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely
upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of which we
have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Trust
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the
creation, operation and termination of the Trust, and that the Trust
Agreement and the Certificate of Trust are in full force and effect and have
not be amended, (ii) except to the extent provided in paragraph 1 below, the
due organization or due formation, as the case may be, and valid existence in
good standing of each party to the documents examined by us under the laws of
the jurisdiction governing its organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power
and authority to execute and deliver, and to perform its obligations under,
such documents, (v) the due authorization, execution and delivery by all
parties thereto of all documents examined by us, (vi) the receipt by each
Person to whom a Preferred Security was issued by the Trust (collectively,
the "Preferred Security Holders") of a Preferred Security Certificate for
such Preferred Security and the payment for such Preferred Security, in
accordance with the Trust Agreement and (vii) that the Preferred Securities
have been authenticated, issued and sold to the Preferred Security Holders in
accordance with the Trust Agreement. We have not participated in the
preparation of the Registration Statement or the Prospectus and assume no
responsibility for their contents.

<PAGE>

Tower Automotive, Inc.
September 4, 1998
Page 3

This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our
opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Business Trust Act.

2. The Preferred Securities of the Trust represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable beneficial interests in the assets of the Trust.

3. The Preferred Security Holders, as beneficial owners of the
Trust, are entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred
Security Holders may be obligated to make payments as set forth in the Trust
Agreement.

We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that
we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. Except as
stated above, without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, any other person for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

<PAGE>

KIRKLAND & ELLIS
200 East Randolph Drive
Chicago, Illinois 60601

To Call Writer Directly: (312) 861-2000 Facsimile:
(312) 861-2000 (312) 861-2200

September 4, 1998

Tower Automotive Capital Trust
Tower Automotive, Inc.
4508 IDS Center
Minneapolis, Minnesota 55402

Re: Tower Automotive Capital Trust; Tower Automotive, Inc.
Registration Statement on Form S-3 (Registration No. 333- )
-----------------------------------------------------------------

Ladies and Gentlemen :

In connection with the preparation of the Registration Statement (as
defined below) for the registration under the Securities Act of 1933, as amended
the (the "Act"), of: (i) 5,175,000 shares of 6 3/4% Trust Convertible Preferred
Securities (the "Preferred Securities") (liquidation amount $50 per Preferred
Security) of Tower Automotive Capital Trust; (ii) $258,750,000 aggregate
principal amount of 6 3/4% Convertible Subordinated Debentures due 2018 (the
"Debentures") of Tower Automotive, Inc. (the "Company"); (iii) shares of Common
Stock, par value $0.01 per share (the "Common Stock"), of the Company initially
issuable upon conversion of the Debentures and the Preferred Securities and (iv)
the rights of holders of the Preferred Securities under a guarantee by the
Company, you have requested our opinion concerning certain statements set forth
in the Form S-3 Registration Statement filed with the Securities and Exchange
Commission under the Act (the "Registration Statement").

Based on the foregoing, in our opinion, under the law in effect on the date
hereof, the statements made in the Registration Statement under the caption
"Certain Federal Income Tax Consequences," insofar as such statements purport to
constitute summaries of matters of United States Federal income tax law and
regulations or legal conclusions with respect thereto, constitute accurate
summaries of the matters described therein in all material respects.
<PAGE>

Tower Automotive Capital Trust
Tower Automotive, Inc.
September 4, 1998
Page 2

The opinions set forth herein are based on the applicable provisions of the
Internal Revenue Code of 1986, as amended; the Treasury Regulations promulgated
or proposed thereunder; current positions of the Internal Revenue Service (the
"IRS") contained in published revenue rulings, revenue procedures and
announcements; existing judicial decisions; and other applicable authorities.

In conclusion, we should note that unlike a ruling from the IRS, opinions
of counsel are not binding on the IRS. Hence, no assurance can be given that
the opinion stated in this letter will not be successfully challenged by the IRS
or rejected by a court. We express no opinion concerning any Federal income tax
matter other than that discussed herein.

Very truly yours,

/s/ Kirkland & Ellis

KIRKLAND & ELLIS

<PAGE>
EXHIBIT 12.1

TOWER AUTOMOTIVE, INC.
STATEMENT AND COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
PRO FORMA
1994 1995 1996 1997 1997
--------- --------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Earnings:
Income before income taxes and extraordinary item....... $ 12,403 $ 20,121 $ 34,337 $ 80,741 $ 52,107
Net fixed charges....................................... 2,351 2,501 8,551 45,246 30,609
--------- --------- --------- ---------- -----------
Total earnings.......................................... $ 14,754 $ 22,622 $ 42,888 $ 125,987 $ 82,716
--------- --------- --------- ---------- -----------
--------- --------- --------- ---------- -----------
Fixed charges:
Interest expense........................................ $ 1,956 $ 2,027 $ 7,636 $ 36,651 $ 6,826
Capitalized interest.................................... -- 1,157 -- 3,409 3,409
Interest factor of rental expense....................... 271 311 660 8,340 8,340
Amortization of debt expense............................ 124 163 255 255 255
Minority interest....................................... -- -- -- -- 15,188
--------- --------- --------- ---------- -----------
Total fixed charges..................................... $ 2,351 $ 3,658 $ 8,551 $ 48,655 $ 34,018
--------- --------- --------- ---------- -----------
--------- --------- --------- ---------- -----------
Earnings to fixed charges............................... 6.3 6.2 5.0 2.6 2.4
--------- --------- --------- ---------- -----------
--------- --------- --------- ---------- -----------
</TABLE>

<PAGE>

EXHIBIT 23.1

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 23,
1998, incorporated by reference in Tower Automotive, Inc.'s Form 10-K for the
year ended December 31, 1997 and to all references to our Firm included in
this registration statement.

ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
September 3, 1998

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
--------

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ___

-------------------

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

-------------------
TOWER AUTOMOTIVE, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS TRUST AGREEMENT)

DELAWARE 41-1746238
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

4508 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

GUARANTEE OF CONVERTIBLE TRUST PREFERRED SECURITIES OF TOWER AUTOMOTIVE SYSTEMS
CAPITAL TRUST CONVERTIBLE SUBORDINATED DEBENTURES
(TITLE OF INDENTURE SECURITIES)

<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of the Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

2
<PAGE>

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois, on
the 2nd day of September, 1998.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

BY
-----------------------------------
STEVEN M. WAGNER
FIRST VICE PRESIDENT

* EXHIBIT 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK
OF CHICAGO, FILED AS EXHIBIT 25 TO THE REGISTRATION STATEMENT ON FORM S-3 OF US
WEST CAPITAL FUNDING, INC. ON MAY 6, 1998 (REGISTRATION NO. 333-51907-01).

3
<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

September 2, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of (i) a Guarantee Agreement of the
Convertible Trust Preferred Securities of Tower Automotive Capital Trust, and
(ii) an Indenture creating the Convertible Subordinated Debenture, each of Tower
Automotive, Inc., the undersigned, in accordance with Section 321(b) of the
Trust Indenture Act of 1939, as amended, hereby consents that the reports of
examinations of the undersigned, made by Federal or State authorities authorized
to make such examinations, may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY:
--------------------------------
STEVEN M. WAGNER
FIRST VICE PRESIDENT

4
<PAGE>

EXHIBIT 7

Legal Title of Bank: The First National Bank of Chicago Call Date:
06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1998

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount
outstanding of the last business day of the quarter.

SCHEDULE RC--BALANCE SHEET

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS C400
THOUSANDS RCFD BIL MIL THOU
--------- ---- ------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1). . . . . . . . . . 0081 4,490,272 1.a
b. Interest-bearing balances(2) . . . . . . . . . . . . . . . . . . . . . . 0071 5,586,990 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A). . . . . . . . 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) . . . . . . 1773 8,974,952 2.b
3. Federal funds sold and securities purchased under agreements to
resell. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1350 5,558,583 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RCFD
----
RC-C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2122 28,257,868 4.a
b. LESS: Allowance for loan and lease losses. . . . . . . . . . . . . . . . 3123 413,742 4.b
c. LESS: Allocated transfer risk reserve. . . . . . . . . . . . . . . . . . 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and RCFD
----
reserve (item 4.a minus 4.b and 4.c). . . . . . . . . . . . . . . . . . . . 2125 27,844,126 4.d
5. Trading assets (from Schedule RD-D) . . . . . . . . . . . . . . . . . . . . 3545 6,073,169 5.
6. Premises and fixed assets (including capitalized leases). . . . . . . . . . 2145 721,430 6.
7. Other real estate owned (from Schedule RC-M). . . . . . . . . . . . . . . . 2150 6,827 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M). . . . . . . . . . . . . . . . . . . . . . . 2130 184,515 8.
9. Customers' liability to this bank on acceptances outstanding. . . . . . . . 2155 310,026 9.
10. Intangible assets (from Schedule RC-M). . . . . . . . . . . . . . . . . . . 2143 302,859 10.
11. Other assets (from Schedule RC-F) . . . . . . . . . . . . . . . . . . . . . 2160 2,137,491 11.
12. Total assets (sum of items 1 through 11). . . . . . . . . . . . . . . . . . 2170 62,191,240 12.
</TABLE>

- ----------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading

5
<PAGE>

Legal Title of Bank: The First National Bank of Chicago Call Date:
06/30/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8

SCHEDULE RC-CONTINUED

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
---------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON
----
from Schedule RC-E, part 1). . . . . . . . . . . . . . . . . . . . . . . 2200 21,810,607 13.a
(1) Noninterest-bearing(1) . . . . . . . . . . . . . . . . . . . . . . . 6631 9,864,956 13.a1
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6636 11,945,651 13.a2

b. In foreign offices, Edge and Agreement subsidiaries, and RCFN
----
IBFs (from Schedule RC-E, part II) . . . . . . . . . . . . . . . . . . . 2200 15,794,963 13.b
(1) Noninterest bearing. . . . . . . . . . . . . . . . . . . . . . . . . 6631 482,528 13.b1
(2) Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . 6636 15,312,435 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2800 3.858,711 14
15. a. Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . RCON 2840 1,444,748 15.a
Trading Liabilities(from Sechedule RC-D) . . . . . . . . . . . . . . . . RCFD 3548 5,661,633 15.b

16. Other borrowed money: RCFD
----
a. With original maturity of one year or less . . . . . . . . . . . . . . . 2332 4,356,061 16.a
b. With original maturity of more than one year. . . . . . . . . . . . . . A547 385,550 16.b
c. With original maturity of more than three years. . . . . . . . . . . . . A548 320,386 16.c

17. Not applicable
18. Bank's liability on acceptance executed and outstanding . . . . . . . . . . 2920 310,026 18.
19. Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . 3200 2,200,000 19.
20. Other liabilities (from Schedule RC-G). . . . . . . . . . . . . . . . . . . 2930 1,176,564 20.
21. Total liabilities (sum of items 13 through 20). . . . . . . . . . . . . . . 2948 57,319,249 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . 3838 0 23.
24. Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock). . . . . . . . . . 3839 3,188,187 25.
26. a. Undivided profits and capital reserves . . . . . . . . . . . . . . . . . 3632 1,467,324 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8434 18,040 26.b
27. Cumulative foreign currency translation adjustments . . . . . . . . . . . . 3284 (2,418) 27.
28. Total equity capital (sum of items 23 through 27) . . . . . . . . . . . . . 3210 4,871,991 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) . . . . . . . . . . . . . . . . . . . 3300 62,191,240 29.
</TABLE>

6
<PAGE>
N/A
<TABLE>
<CAPTION>

<S> <C>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external auditors as of any date during
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 6724. . . . . . Number
M.1.
</TABLE>

<TABLE>

<S> <C>
1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>

- -----------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
--------

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____

----------------------

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

----------------------
TOWER AUTOMOTIVE CAPITAL TRUST
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS TRUST AGREEMENT)

DELAWARE TO BE APPLIED FOR
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

4508 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

CONVERTIBLE TRUST PREFERRED SECURITIES OF TOWER AUTOMOTIVE CAPITAL TRUST
(TITLE OF INDENTURE SECURITIES)

<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of the Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

3
<PAGE>

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

BY /s/ Steven M. Wagner
---------------------------------
STEVEN M. WAGNER
FIRST VICE PRESIDENT

4
<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

September 2, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of the Amended and Restated Declaration of
Trust of Tower Automotive Systems Capital Trust the undersigned, in accordance
with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby
consents that the reports of examinations of the undersigned, made by Federal or
State authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY: /s/ Steven M. Wagner
--------------------------------
STEVEN M. WAGNER
FIRST VICE PRESIDENT

5
<PAGE>

EXHIBIT 7

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1998

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS C400
THOUSANDS RCFD BIL MIL THOU
--------- ---- ------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1) . . . . . . . . . . . 0081 4,490,272 1.a
b. Interest-bearing balances(2). . . . . . . . . . . . . . . . . . . . . . . . 0071 5,586,990 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) . . . . . . . . . 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D). . . . . . . . 1773 8,974,952 2.b
3. Federal funds sold and securities purchased under agreements to
resell. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1350 5,558,583 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RCFD
----
RC-C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2122 28,257,868 4.a
b. LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . . . . 3123 413,742 4.b
c. LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . . . . . . 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and RCFD
----
reserve (item 4.a minus 4.b and 4.c). . . . . . . . . . . . . . . . . . . . 2125 27,844,126 4.d
5. Trading assets (from Schedule RD-D) . . . . . . . . . . . . . . . . . . . . 3545 6,073,169 5.
6. Premises and fixed assets (including capitalized leases). . . . . . . . . . 2145 721,430 6.
7. Other real estate owned (from Schedule RC-M). . . . . . . . . . . . . . . . 2150 6,827 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M). . . . . . . . . . . . . . . . . . . . . . . 2130 184,515 8.
9. Customers' liability to this bank on acceptances outstanding. . . . . . . . 2155 310,026 9.
10. Intangible assets (from Schedule RC-M). . . . . . . . . . . . . . . . . . . 2143 302,859 10.
11. Other assets (from Schedule RC-F) . . . . . . . . . . . . . . . . . . . . . 2160 2,137,491 11.
12. Total assets (sum of items 1 through 11). . . . . . . . . . . . . . . . . . 2170 62,191,240 12.
</TABLE>

- -----------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading

6
<PAGE>

SCHEDULE RC-CONTINUED

17. Not applicable
18. Bank's liability on acceptance executed and outstanding . . . . . . . . . . 2920 310,026 18.
19. Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . 3200 2,200,000 19.
20. Other liabilities (from Schedule RC-G). . . . . . . . . . . . . . . . . . . 2930 1,176,564 20.
21. Total liabilities (sum of items 13 through 20). . . . . . . . . . . . . . . 2948 57,319,249 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . 3838 0 23.
24. Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock). . . . . . . . . . 3839 3,188,187 25.
26. a. Undivided profits and capital reserves. . . . . . . . . . . . . . . . . . 3632 1,467,324 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8434 18,040 26.b
27. Cumulative foreign currency translation adjustments . . . . . . . . . . . . 3284 (2,418) 27.
28. Total equity capital (sum of items 23 through 27) . . . . . . . . . . . . . 3210 4,871,991 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) . . . . . . . . . . . . . . . . . . . 3300 62,191,240 29.
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7
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N/A
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.