SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
Commission file number 1-12733
Tower Automotive Products Employee 401(k) Savings Plan
Tower Automotive, Inc.
27175 Haggerty Road
Novi, Michigan 48377
TOWER AUTOMOTIVE PRODUCTS EMPLOYEE
401(k) SAVINGS PLAN
FINANCIAL REPORT
DECEMBER 31, 2003
TOWER AUTOMOTIVE PRODUCTS
EMPLOYEE 401(k) SAVINGS PLAN
The following financial statements notes to financial statements CONTENTS
and consents are included in this financial report:
INDEPENDENT AUDITOR'S REPORT 1
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31,
2003 AND 2002 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE
YEAR ENDED DECEMBER 31, 2003 3
NOTES TO FINANCIAL STATEMENTS 4-10
SCHEDULE 1- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES 11
INDEPENDENT AUDITOR'S CONSENT
Independent Auditor's Report
To the Plan Administrator
Tower Automotive Products Employee
401(k) Savings Plan
Novi, Michigan
We have audited the accompanying statement of net assets available for benefits
of the Tower Automotive Products Employee 401(k) Savings Plan as of December 31,
2003 and 2002 and the related statement of changes in net assets available for
benefits for the year ended December 31, 2003. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Tower
Automotive Products Employee 401(k) Savings Plan as of December 31, 2003 and
2002 and the changes in net assets available for benefits for the year ended
December 31, 2003, in conformity with accounting principles generally accepted
in the United States of America.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedule of assets held for
investment purposes is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ Plante & Moran, PLLC
Grand Rapids, Michigan
June 8, 2004
1
TOWER AUTOMOTIVE PRODUCTS
EMPLOYEE 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
-------------------------
2003 2002
----------- -----------
ASSETS
Participant-directed investments:
Money market fund $ 256,452 $ -
Pooled separate account 26,652,275 32,418,808
Mutual funds 34,163,363 33,523,742
Tower Automotive, Inc. common stock 4,683,939 3,960,905
Participant loans 734,109 1,459,787
----------- -----------
Total participant-directed investments 66,490,138 71,363,242
Employee contributions receivable 38,192 44,652
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $66,528,330 $71,407,894
=========== ===========
See Notes to Financial Statements.
2
TOWER AUTOMOTIVE PRODUCTS
EMPLOYEE 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2003
ADDITIONS TO NET ASSETS AVAILABLE FOR BENEFITS
Investment income:
Interest and dividends $ 458,756
Net appreciation in fair value of investments in:
Mutual funds 7,376,948
Employer common stock 1,547,295
Pooled separate account 1,231,817
------------
Total investment income 10,614,816
Contributions:
Employee 2,446,257
Rollover 12,415
------------
Total contributions 2,458,672
------------
Total additions 13,073,488
DEDUCTIONS FROM NET ASSETS AVAILABLE FOR BENEFITS
Benefits paid directly to participants 17,895,473
Investment expenses 44,874
------------
Total deductions 17,940,347
------------
NET DECREASE IN NET ASSETS PRIOR TO TRANSFERS (4,866,859)
TRANSFERS (12,705)
------------
NET DECREASE IN NET ASSETS (4,879,564)
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 71,407,894
------------
End of year $ 66,528,330
============
See Notes to Financial Statements.
3
TOWER AUTOMOTIVE PRODUCTS
EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 1 - DESCRIPTION OF THE PLAN
The following description of the Tower Automotive Products Employee 401(k)
Savings Plan (the "Plan") provides only general information. Participants
should refer to the plan agreement for a more complete description of the
Plan's provisions.
GENERAL - The Plan is a defined contribution profit-sharing plan covering
certain union employees of Tower Automotive Products, Inc. (the
"Company"). The Plan is sponsored by R.J. Tower Corporation (the
"Sponsor"), the parent of the Company. Eligible employees can become
participants in the Plan at any time after completion of a collectively
bargained probationary period. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS - Participants may elect to make contributions to the Plan
through payroll deductions of 1 percent to 90 percent of the participant's
compensation, as defined. The Plan also allows participants to transfer
funds from other qualified plans into the Plan. During the plan year ended
December 31, 2003, $12,705 was transferred from the Plan into other
Company qualified plans.
The Company may make a matching contribution based on the participant's
contributions. This matching contribution amount is determined by a
collective bargaining agreement with the covered union. There was no such
contribution for 2003.
PLAN OPERATIONS - The Company appointed New York Life Trust Company to act
as trustee of the Plan. The Company has also appointed a committee of
employees of the Company to act as plan administrator. The trustee is
responsible for holding the investment assets of the Plan, executing
investment transactions and making distributions to participants. The plan
administrator interprets and communicates the provisions of the Plan,
ensures that all government and participant reporting requirements are
fulfilled, and approves certain distributions from the Plan to
participants.
PARTICIPANT ACCOUNTS - Individual accounts are maintained for each
participant, with benefits limited to the amount contributed to the
participant's account plus or minus any allocation of income, expenses,
gains, or losses. Participants direct the investment of their accounts
among various investment options offered by the Plan. Allocations to
participant
4
TOWER AUTOMOTIVE PRODUCTS
EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
accounts are based on compensation or account balances, as specified by
the plan agreement. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account.
5
TOWER AUTOMOTIVE PRODUCTS
EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 1 - DESCRIPTION OF THE PLAN (CONTINUED)
VESTING - Participants are immediately vested in their voluntary
contributions plus actual earnings thereon. Vesting in the
Company-matching contribution accounts is based on years of continuous
service, as follows:
Vesting
Years of Service Percentage
----------------- ----------
Less than 2 years 0
2 years 40
3 years 60
4 years 80
5 years or more 100
LOANS TO PARTICIPANTS - Under certain conditions, a participant may obtain
a loan from the Plan. A participant's loan cannot exceed the lesser of
$50,000 or one-half of the participant's nonforfeitable interest in the
Plan. The loan will bear a reasonable interest rate, be adequately
secured, and not exceed a period of five years. Principal and interest is
paid ratably through payroll deductions.
PAYMENT OF BENEFITS - On termination of service, a participant may elect
to receive either a lump-sum amount equal to the value of the
participant's vested interest in his or her account, or periodic payments,
at least annually, of equal amounts of at least $600 over a period not to
exceed 15 years. In-service withdrawals are also allowed under the terms
of the Plan under certain circumstances.
FORFEITED ACCOUNTS - Forfeited balances of terminated participants'
nonvested accounts are used to pay the administrative expenses of the Plan
for the plan year in which the forfeiture occurs or the following plan
year.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan are prepared
under the accrual basis of accounting.
6
TOWER AUTOMOTIVE PRODUCTS
EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
ASSETS AND LIABILITIES - Accounting policies relative to the basis of
recording assets and liabilities conform to Department of Labor
guidelines. The fair value of the pooled separate accounts is based on the
quoted market prices of the underlying assets. Money market and mutual
funds and shares of common stock are valued at market value as determined
by quoted market prices. Participant loans are stated at face value, which
approximates fair value.
ADDITIONS, DEDUCTIONS, AND CHANGES IN NET ASSETS - Additions and
deductions are recorded as earned and incurred. Since assets of the Plan
are recorded at fair value, unrealized appreciation or depreciation of
plan assets for the year is recorded in the statement of changes in net
assets available for benefits. Contributions are recorded on the accrual
basis in the plan year to which the contribution applies. Distributions to
beneficiaries are recorded when distributed by the Plan. Administrative
expenses are recorded when incurred.
ADMINISTRATIVE EXPENSES - Certain administrative expenses and withdrawal
fees charged by the Plan's trustee are paid out of plan assets. All other
expenses incurred in conjunction with the Plan are paid by the Company.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
NOTE 3 - INVESTMENTS
The fair value of significant individual investments at December 31, 2003
and 2002 is as follows:
2003 2002
---------- -----------
Pooled separate account - New York Life
Anchor Account $26,652,275 $32,418,808
Mutual funds:
PIMCO Total Return Fund 3,668,935 5,742,340
7
TOWER AUTOMOTIVE PRODUCTS
EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
AIM Basic Value Fund 3,799,632 3,528,182
MainStay S&P 500 Index Fund Class A 4,700,543 -
Eclipse Indexed Equity Fund - 4,846,821
AIM Small Cap Growth Fund 9,013,652 8,056,922
Federated Capital Appreciation Fund
Class A 3,229,110 3,832,577
Employer common stock - Tower
Automotive, Inc. common stock 4,683,939 3,960,905
8
TOWER AUTOMOTIVE PRODUCTS
EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 4 - RELATED PARTY TRANSACTIONS
Certain plan investments are shares of a pooled separate account, mutual
funds, and a money market fund managed by New York Life Trust Company. New
York Life Trust Company is the trustee, as defined by the Plan; therefore,
these transactions qualify as party-in-interest transactions.
Participants may elect to invest in Tower Automotive, Inc. common stock.
Tower Automotive, Inc. is the parent of the Sponsor of the Plan.
NOTE 5 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
termination, participants will become 100 percent vested and amounts
credited to participants' accounts will be distributed to participants in
accordance with the Plan's provisions.
NOTE 6 - TAX STATUS
The Plan obtained its latest determination letter dated November 6, 2001,
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, after consulting with legal counsel, the
plan administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, no provision for income taxes has been included
in the Plan's financial statements.
9
TOWER AUTOMOTIVE PRODUCTS
EMPLOYEE 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 7 - RECONCILIATION WITH FORM 5500
The following is a reconciliation of net assets available for plan
benefits per the financial statements to Form 5500 at December 31, 2003
and 2002:
2003 2002
----------- -----------
Net assets available for benefits per financial
statements 66,528,330 $71,407,894
Less:
Participant loans in default - (214,612)
Contributions receivable (38,192) (44,652)
----------- -----------
Net assets available for
benefits per Form 5500 $66,490,138 $71,148,630
=========== ===========
The following is a reconciliation of contributions per the financial
statements to Form 5500 for the year ended December 31, 2003:
Employee contributions per financial statements $ 2,446,257
Less employee contributions receivable at December 31, 2003 (38,192)
Plus contributions receivable at December 31, 2002 44,652
-----------
Employee contributions per Form 5500 $ 2,452,717
===========
Contributions made after year-end were accrued as receivables on the
financial statements as of December 31. Contributions are recognized when
received on Form 5500.
The following is a reconciliation of benefits paid per the financial
statements to Form 5500 for the year ended December 31, 2003:
Benefits paid per financial statements $17,895,473
Less defaulted participant loans recognized in previous years on Form 5500 (214,612)
-----------
Benefits paid per Form 5500 $17,680,861
===========
10
TOWER AUTOMOTIVE PRODUCTS
EMPLOYEE 401(k) SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500, SCHEDULE H, ITEM 4i
EIN 38-1521832, PLAN 014
DECEMBER 31, 2003
(a)(b)
Identity of Issuer, (c) (e)
Borrower, Description of Investment (Including Maturity Date, (d) Current
Lessor, or Similar Party Rate of Interest, Par, or Maturity Value) Cost Value
------------------------ --------------------------------------------------- ---- -----------
New York Life Trust Pooled separate account - New York Life Anchor
Company Account * $ 26,652,275
Mutual funds:
PIMCO Total Return Fund * 3,668,935
AIM Basic Value Fund * 3,799,632
MainStay Asset Manager Fund Class A * 1,894,583
Franklin Balance Sheet Investment Fund * 2,380,072
MainStay A MAP Fund * 279,072
MainStay S&P 500 Index Fund Class A * 4,700,543
AIM Small Cap Growth Fund * 9,013,652
Federated Capital Appreciation Fund Class A * 3,229,110
Fidelity Advisor Value Strategies Fund T Shares * 1,780,879
Artisan International Fund * 1,134,018
Oppenheimer Capital Appreciation Fund * 348,755
Goldman Sachs Mid Cap Value Fund Class A * 807,593
Artisan Mid Cap Fund * 1,126,519
Money market fund - MainStay Cash Reserves Fund * 256,452
Tower Automotive, Inc. Employer common stock - Tower Automotive, Inc. * 4,683,939
Participants Participant loans - Bearing interest at rates
ranging from 5.00 percent to 10.50 percent - 734,109
------------
Total investments $ 66,490,138
============
* Cost information not required
Schedule 1 11
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Tower Automotive Products Employee
401(k) Savings Plan
DATE June 28, 2004 /s/Christopher T. Hatto
--------------------------------------
Christopher T. Hatto, Chief Accounting
Officer of Tower Automotive, Inc.
12
EXHIBIT INDEX
EX NO DESCRIPTION
----- -----------
23 Independent Auditor's Consent