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 Savings Investment Plan
Tower Automotive, Inc.
27175 Haggerty Road
Novi, Michigan 48377
Tower Automotive Products Savings Investment Plan
FINANCIAL REPORT
DECEMBER 31, 2003
TOWER AUTOMOTIVE PRODUCTS SAVINGS INVESTMENT 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 4-8
SCHEDULE 1 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES 9
INDEPENDENT AUDITOR'S CONSENT
Independent Auditor's Report
To the Administrative Committee
Tower Automotive Products
Savings Investment Plan
Novi, Michigan
We have audited the accompanying statement of net assets available for benefits
of the Tower Automotive Products Savings Investment 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 Savings Investment 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 SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
2003 2002
----------- -----------
ASSETS
Participant-directed investments at fair value:
Money market fund $ 63,154 $ -
Pooled separate account 4,662,117 5,584,363
Mutual funds 8,491,306 7,986,066
Tower Automotive, Inc. common stock 1,358,378 1,059,498
Participant loans 32,982 56,820
----------- -----------
Total participant-directed investments 14,607,937 14,686,747
Receivables:
Employer contributions 70,293 81,246
Employee contributions 13,193 9,029
----------- -----------
Total receivables 83,486 90,275
----------- -----------
ASSETS AVAILABLE FOR BENEFITS $14,691,423 $14,777,022
=========== ===========
See Notes to Financial Statements.
2
TOWER AUTOMOTIVE PRODUCTS SAVINGS INVESTMENT 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 $ 81,160
Net appreciation in fair value of investments in:
Mutual funds 1,886,330
Pooled separate account 213,571
Tower Automotive, Inc. common stock 588,876
------------
Total investment income 2,769,937
Contributions:
Employer 70,293
Employee 361,935
------------
Total contributions 432,228
------------
Total additions 3,202,165
DEDUCTIONS FROM NET ASSETS AVAILABLE FOR BENEFITS
Benefits paid directly to participants 3,277,876
Administrative expenses 9,888
------------
Total deductions 3,287,764
------------
NET DECREASE IN NET ASSETS (85,599)
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 14,777,022
------------
End of year $ 14,691,423
============
See Notes to Financial Statements.
3
TOWER AUTOMOTIVE PRODUCTS SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 1 - DESCRIPTION OF THE PLAN
The following description of the Tower Automotive Products Savings
Investment 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 R.J. Tower Corporation (the
"Company"), the Plan's sponsor. Eligible employees can become
participants in the Plan upon completion of the probationary period
specified in the collective bargaining agreement. 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 employer-qualified plans
into the Plan.
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. Participants must generally be employed as of the last day of
the plan year in order to share in Company-matching contributions. A
participant whose employment terminated during the plan year after
reaching age 65, because of death or disability, or as a direct
result of job abolition or permanent reduction in personnel is also
eligible to share in matching contributions.
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 and ensures that all government and
participant reporting requirements are fulfilled, and approves all
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 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.
4
TOWER AUTOMOTIVE PRODUCTS SAVINGS INVESTMENT 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 account is based on years of service
as defined in the Plan, as follows:
Vesting
Years of Service Percentage
---------------- ----------
Less than 2 years 0
2 years 40
3 years 60
4 years 80
5 years 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 - Upon 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 may be used to reduce Company-matching
contributions or pay the administrative expenses of the Plan for the
plan year in which the forfeiture occurs or the next plan year.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan are
prepared using the accrual basis of accounting.
5
TOWER AUTOMOTIVE PRODUCTS SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
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 account is based
on the quoted market prices of the underlying assets. Investments in
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.
6
TOWER AUTOMOTIVE PRODUCTS SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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 $4,662,117 $5,584,363
Mutual funds:
PIMCO Total Return Fund 573,933 874,798
Eclipse Indexed Equity Fund - 1,394,811
AIM Small Cap Growth Fund 2,856,974 2,509,431
Federated Capital Appreciation Fund 671,306 905,234
MainStay S&P 500 Index Fund 1,689,714 -
Common stock - Tower Automotive, Inc. 1,358,378 1,059,498
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.
7
TOWER AUTOMOTIVE PRODUCTS SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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.
NOTE 7 - RECONCILIATION WITH FORM 5500
The following is a reconciliation of net assets available for
benefits per the financial statements to Form 5500 at December 31,
2003 and 2002:
2003 2002
------------ ------------
Net assets available for benefits per financial
statements $ 14,691,423 $ 14,777,022
Less contributions receivable (83,486) (90,275)
------------ ------------
Net assets available for benefits per Form 5500 $ 14,607,937 $ 14,686,747
============ ============
The following is a reconciliation of contributions per the financial
statements to Form 5500 for the year ended December 31, 2003:
Employee Employer
-------- --------
Contributions per financial statements $ 361,935 $ 70,293
Less contributions receivable at December 31, 2003 (13,193) (70,293)
Plus contributions receivable at December 31, 2002 9,029 81,246
--------- ---------
Employee contributions per Form 5500 $ 357,771 $ 81,246
========= =========
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.
8
TOWER AUTOMOTIVE PRODUCTS SAVINGS INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500, SCHEDULE H, ITEM 4i
EIN 38-1521832, PLAN 015
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 * $ 4,662,117
Mutual funds:
PIMCO Total Return Fund * 573,933
AIM Basic Value Fund * 675,810
MainStay Asset Manager Fund * 620,726
Franklin Balance Sheet Investment Fund * 130,484
MainStay A MAP Fund * 83,211
MainStay S&P 500 Index Fund * 1,689,714
AIM Small Cap Growth Fund * 2,856,974
Federated Capital Appreciation Fund * 671,306
Fidelity Advisor Value Strategies Fund * 309,652
Artisan Mid Cap Fund * 447,332
Oppenheimer Capital Appreciation Fund * 31,875
Goldman Sachs Mid Cap Value Fund * 130,472
Artisan International Fund * 269,817
Money market fund - MainStay Cash Reserves Fund * 63,154
Tower Automotive, Inc. Common stock - Tower Automotive, Inc. * 1,358,378
Participants Participant loans - Bearing interest at rates ranging
from 5.75 percent to 10.50 percent - 32,982
-----------
Total investments $14,607,937
===========
* Cost information not required
Schedule 1 9
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 Savings
Investment Plan
DATE June 28, 2004 /s/ Christopher T. Hatto
------------------------
Christopher T. Hatto, Chief Accounting Officer
of Tower Automotive, Inc.
10
EXHIBIT INDEX
Ex No DESCRIPTION
----- -----------
23 Independent Auditor's Consent