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Prospectus Supplement No.2 Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated November 10, 1998) SEC File No. 333-62919
5,175,000 PREFERRED SECURITIES
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.
All capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Prospectus, dated November 10, 1998, forming
a part of the Registration Statement on Form S-3 (Registration No. 333-62919),
as supplemented by Prospectus Supplement No. 1, dated December 10, 1998. Any
cross references in this Prospectus Supplement refer to portions of the
Prospectus.
The purpose of this Prospectus Supplement is to amend and supplement the
information set forth in the Prospectus regarding the Selling Holders. In
addition to the Selling Holders named in the Prospectus, the following table
sets forth the name of each additional Selling Holder and relationship, if
any, with the Company and the number of Preferred Securities owned by each of
them, which is also the number of Preferred Securities that may be offered
for the account of such Selling Holder and the number of shares of Common
Stock issuable upon conversion of the Preferred Securities that may be
offered by each of them pursuant to this Prospectus. Any information
regarding a Selling Holder contained herein shall be deemed to amend and
supersede any information regarding such Selling Holder contained in the
Prospectus. All information set forth herein with respect to the Selling
Holders has been furnished to the Company by the respective Selling Holders.
<TABLE>
<CAPTION>
- ----------------------------------------------- -------------------- ------- --------------------- -------
Shares of Common
Name of Selling Holder Number of Preferred Stock Issuable Upon
Securities Owned and % of Conversion of % of
Offered Hereby Class Preferred Securities Class
(1)(2)
<S> <C> <C> <C> <C>
Amoco Corporation Master Trust................. 51,240 1.0 83,418 *
BNP Arbitrage SNC.............................. 400 * 651 *
Employers' Reinsurance Corporation............. 10,679 * 17,385 *
Hotel Union and Hotel Industry of Hawaii....... 12,075 * 19,658 *
Jeffries and Company Inc....................... 575 * 936 *
Kapiolani Health............................... 3,330 * 5,421 *
McMahan Securities Company, L.P................ 20,869 * 33,974 *
New Hampshire Retirement System................ 9,610 * 15,645 *
Parker-Hannifin Corporation.................... 2,347 * 3,820 *
Paloma Securities L.L.C........................ 314,800 6.1 512,494 1.1
Pepperdine University Pool A #1................ 7,880 * 12,828 *
</TABLE>
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<TABLE>
<CAPTION>
- ------------------------------------------------ -------------------- ------- --------------------- -------
Shares of Common
Name of Selling Holder Number of Preferred Stock Issuable Upon
Securities Owned and % of Conversion of % of
Offered Hereby Class Preferred Securities Class
(1)(2)
<S> <C> <C> <C> <C>
ProMutual......................................... 8,010 * 13,040 *
Prudential Securities Inc. ....................... 15,679 * 25,525 *
Putman Convertible Income Growth Fund............. 215,600 * 350,996 *
Putman Balanced Retirement Fund................... 5,182 * 8,436 *
Putman High Income Convertible and Bond Fund...... 25,000 * 40,700 *
Putman Convertible Opportunities and Income Trust. 5,820 * 9,474 *
Rhone-Poulenc Rorer Pension Plan.................. 2,162 * 3,519 *
TQA Vantage Fund, Ltd............................. 22,700 * 36,955 *
Tracor, Inc. Employees Retirement Plan............ 7,600 * 12,372 *
University of Rochester........................... 1,854 * 3,018 *
Viacom Pension Plan Master Trust.................. 2,800 * 4,558 *
</TABLE>
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*Less than one percent.
(1) Reflects the shares of Common Stock into which the Preferred Securities
held by such Selling Holder are convertible at the current conversion
rate. The conversion rate and the number of shares of Common Stock
issuable upon conversion of the Preferred Securities are subject to
adjustment under certain circumstances. See "Description of the
Preferred Securities--Conversion Rights." Accordingly, the number of
shares of Common Stock issuable upon conversion of the Preferred
Securities may increase or decrease from time to time.
(2) Assumes conversion into Common Stock of the full amount of Preferred
Securities held by the Selling Holder at the current conversion rate
and the offering of such shares by such Selling Holder pursuant to this
Prospectus. The conversion rate and the number of shares of Common
Stock issuable upon conversion of the Preferred Securities is subject
to adjustment under certain circumstances. See "Description of the
Preferred Securities--Conversion Rights." Accordingly, the number of
shares of Common Stock issuable upon conversion of the Preferred
Securities may increase or decrease from time to time. Fractional
shares will not be issued upon conversion of the Preferred Securities;
rather, cash will be paid in lieu of fractional shares, if any.
Because the Selling Holders may, pursuant to this Prospectus, offer all
or some portion of the Preferred Securities and Common Stock they presently
hold or, with respect to Common Stock, have the right to acquire upon
conversion of such Preferred Securities, no estimate can be given as to the
amount of the Preferred Securities and Common Stock that will be held by the
Selling Holders upon termination of any such sales. In addition, the Selling
Holders identified above and in the Prospectus may have sold, transferred or
otherwise disposed of all or a portion of their Preferred Securities and
Common Stock since the date on which they provided the information regarding
their Preferred Securities and Common Stock to the Company, in transactions
exempt from the registration requirements of the Securities Act. See "Plan
of Distribution."
The Company may from time to time, in accordance with the Registration
Rights Agreement, supplement or amend the Prospectus to reflect the required
information concerning any transferee, pledgee, donee or successor to the
Selling Holders named in the Prospectus.
The date of this Prospectus Supplement is July 21, 1999.
