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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
TOWER AUTOMOTIVE , INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-1746238
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
TOWER AUTOMOTIVE CAPITAL TRUST
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-6450343
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
4508 IDS CENTER, MINNEAPOLIS, MINNESOTA 55402
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(Address of Principal Executive Offices for both Registrants) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. / /
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. /X/
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER
TO WHICH THIS FORM RELATES: 333-62919
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(If applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
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NOT APPLICABLE NOT APPLICABLE
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
6-3/4% CONVERTIBLE TRUST PREFERRED SECURITIES
(LIQUIDATION PREFERENCE $50 PER SHARE) OF TOWER AUTOMOTIVE CAPITAL
TRUST (AND THE GUARANTEE WITH RESPECT THERETO BY TOWER AUTOMOTIVE, INC.)
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(Title of Class)
Page 1 of 3 Pages
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The descriptions of the Tower Automotive Capital Trust's 6-3/4%
Convertible Trust Preferred Securities (liquidation preference of
$50 per share) (the "PREFERRED SECURITIES") and the guarantee of
Tower Automotive, Inc. (the "GUARANTEE"), as included under the
captions "Description of Preferred Securities," "Description of the
Guarantee" and "Description of the Debentures" in the Prospectus
forming a part of the Registration Statement on Form S-3, as
originally filed with the Securities and Exchange Commission (the
"COMMISSION") on September 4, 1998 (Registration No. 333-62919),
including exhibits, and as may be subsequently amended from time to
time (the "REGISTRATION STATEMENT"), is hereby incorporated by
reference. In addition, all of the above-referenced descriptions
included in any Prospectus relating to the Registration Statement
filed with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, shall be deemed to be
incorporated by reference herein. Capitalized terms used herein and
not otherwise defined having the meanings assigned to them in the
Registration Statement.
ITEM 2. EXHIBITS.
NUMBER DESCRIPTION
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1. Certificate of Trust of Tower Automotive Capital Trust
(incorporated herein by reference to Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Tower Automotive, Inc. for the
quarterly period ended June 30, 1998 (the "Form 10-Q")).
2. Amended and Restated Declaration of Trust of Tower Automotive
Capital Trust among Tower Automotive, Inc., as Sponsor, The
First National Bank of Chicago, as Property Trustee, First
Chicago Delaware, Inc., as Delaware Trustee and the
Administrative Trustees named therein (incorporated herein by
reference to Exhibit 4.2 to the Form 10-Q).
3. Form of 6-3/4% Preferred Security (included as Exhibit D to Exhibit 2
above).
4. Guarantee Agreement between Tower Automotive, Inc., as Guarantor,
and The First National Bank of Chicago, as Guarantee Trustee,
with respect to the Preferred Securities (incorporated herein by
reference to Exhibit 4.6 to the Form 10-Q).
5. Junior Convertible Subordinated Indenture between Tower
Automotive, Inc. and The First National Bank of Chicago, as
Subordinated Debt Trustee (incorporated herein by reference to
Exhibit 4.3 to the Form 10-Q).
6. Form of 6-3/4% Junior Convertible Subordinated Debenture (included
in Article 2 to Exhibit 5 above).
Page 2 of 3 Pages
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, each of the Registrants has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: November 6, 1998 TOWER AUTOMOTIVE, INC.
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(Registrant)
By: /s/Anthony A. Barone
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Name: Anthony A. Barone
Title: Vice President and Chief Financial Officer
TOWER AUTOMOTIVE CAPITAL TRUST
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(Registrant)
By: /s/ Anthony A. Barone
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Name: Anthony A. Barone
Title: Administrative Trustee
Page 3 of 3 Pages
