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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
TOWER AUTOMOTIVE, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
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TOWER AUTOMOTIVE, INC.
4508 IDS CENTER
MINNEAPOLIS, MN 55402
April 20, 2001
To Our Stockholders:
You are cordially invited to attend Tower Automotive, Inc.'s Annual Meeting
of Stockholders which will be held on May 24, 2001, at 1:00 p.m. local time, at
the Tower Automotive Technical Center, 27175 Haggerty Road in Novi, Michigan.
The official Notice of Meeting, Proxy Statement and Proxy are included with
this letter. The proposals listed in the Notice of Meeting are more fully
described in the Proxy Statement.
Whether or not you plan to attend the Meeting in person, and regardless of
the number of shares you own, please complete, sign, date and return the
enclosed card promptly in the enclosed envelope. This will ensure that your
shares are voted as you wish and that a quorum will be present.
Sincerely,
/s/ S.A. Johnson
S. A. Johnson
Chairman of the Board
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TOWER AUTOMOTIVE, INC.
NOTICE OF
2001 ANNUAL MEETING OF STOCKHOLDERS
TIME: 1:00 p.m. local time, May 24, 2001.
PLACE: Tower Automotive Technical Center
27175 Haggerty Road
Novi, Michigan.
PROPOSALS: (1) Election of directors;
(2) Approval of the Amendment to the Tower Automotive, Inc.
Colleague Stock Discount Purchase Plan;
(3) Ratification of Arthur Andersen LLP as independent public
accountants of Tower Automotive; and
to transact any other proper business.
RECORD DATE: Only holders of record at the close of business on March 30,
2001, are entitled to notice of and to vote on all proposals
presented at the meeting and at any adjournments or
postponements thereof. A list of such holders will be available
prior to the meeting at Tower Automotive's corporate office for
examination by any such holder for any purpose germane to the
meeting.
By Order of the Board of Directors,
/s/ James N. DeBoer
James N. DeBoer
Secretary
Dated: April 20, 2001
YOUR VOTE IS IMPORTANT!
TO VOTE YOUR SHARES, PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY
CARD
OR COMPLY WITH THE PROCEDURES FOR VOTING BY TELEPHONE.
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TOWER AUTOMOTIVE, INC.
4508 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402
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PROXY STATEMENT
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2001 ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2001
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This Proxy Statement and accompanying Proxy are being furnished to the
holders of Common Stock, par value $.01 per share, (the "Common Stock") of Tower
Automotive, Inc. ("Tower Automotive" or the "Company") in connection with the
solicitation of Proxies on behalf of the Board of Directors of Tower Automotive
(the "Board of Directors") for the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on May 24, 2001, at 1:00 p.m. local time at the Tower
Automotive Technical Center, 27175 Haggerty Road in Novi, Michigan, and at any
adjournments and postponements thereof. These Proxy materials are being mailed
on or about April 20, 2001, to holders of record on March 30, 2001, of the
Common Stock.
When you sign and return the enclosed Proxy and if no direction is
indicated, such proxy will be voted FOR the slate of directors described herein,
FOR the proposals set forth in Items 2 and 3 in the Notice of Meeting, and, as
to any other business as may properly be brought before the Annual Meeting and
any adjournments or postponements thereof, in the discretion of the Proxy
holders.
Returning your completed Proxy will not prevent you from voting in person
at the Annual Meeting should you be present and wish to do so. In addition, you
may revoke your Proxy any time before it is voted by written notice to the
Secretary of Tower Automotive prior to the Annual Meeting or by submission of a
later-dated Proxy or by the withdrawal of your Proxy and voting in person at the
Annual Meeting.
On March 30, 2001, there were 43,605,157 shares of Common Stock
outstanding. Each outstanding share of Common Stock entitles the holder thereof
to one vote per share. The presence in person or by Proxy of at least 51% of
such shares shall constitute a quorum. Under Delaware law, abstentions are
treated as present and entitled to vote and therefore have the effect of a vote
against a matter. A broker non-vote on a matter is considered not entitled to
vote on that matter and thus is not counted in determining whether a matter
requiring approval of a majority of the shares present and entitled to vote has
been approved. Votes cast at the meeting or submitted by Proxy will be counted
by inspectors of the meeting who will be appointed by the Company.
ELECTION OF DIRECTORS
The Board of Directors is currently comprised of nine members. The Board
has nominated and recommends the election of each of the nine nominees set forth
below as a director of Tower Automotive to serve until the next annual meeting
of stockholders or until their successors are duly elected and qualified. All of
the nominees are incumbent directors of Tower Automotive, previously elected by
Tower Automotive's stockholders, except for Mr. Jenab, who was appointed to the
Board in January 2001. The Board of Directors expects all nominees named below
to be available for election. If any nominee is not available, the Proxy holders
may vote for a substitute unless the Board of Directors reduces the number of
directors.
Directors will be elected at the Annual Meeting by a plurality of the votes
cast at the meeting by the holders of shares represented in person or by Proxy.
Accordingly, the nine individuals who receive the greatest number of votes cast
by stockholders will be elected as directors of Tower Automotive. There is no
right to cumulative voting as to any matter, including the election of
directors.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
TO THE BOARD OF DIRECTORS.
The following sets forth information as to each nominee for election at the
Annual Meeting, including age as of March 30, 2001, principal occupation and
employment for a minimum of the past five years, directorships in other publicly
held companies and period of service as a director of Tower Automotive.
S. A. (Tony) Johnson, 60, has served as Chairman and a Director of Tower
Automotive since April 1993. Mr. Johnson is the founder, Chief Executive Officer
and President of Hidden Creek Industries ("Hidden Creek"), a private industrial
management company based in Minneapolis which has provided certain management
and other services to Tower Automotive. Mr. Johnson is also the Managing Partner
of J2R Partners ("J2R"), an investment partnership that participated in the
acquisition of R.J. Tower Corporation. Prior to forming Hidden Creek, Mr.
Johnson served from 1985 to 1989 as Chief Operating Officer of Pentair, Inc., a
diversified industrial company. From 1981 to 1985, Mr. Johnson was President and
Chief Executive Officer of Onan Corp., a diversified manufacturer of electrical
generating equipment and engines for commercial, defense and industrial markets.
Mr. Johnson currently serves as Chairman and a director of Dura Automotive
Systems, Inc., a manufacturer of mechanical assemblies and integrated systems
for the automotive industry, and served as Chairman and a director of Automotive
Industries Holding, Inc., a supplier of automotive interior trim components,
from May 1990 until its sale to Lear Corporation in August 1995.
Dugald K. Campbell, 54, has served as President, Chief Executive Officer
and a Director of Tower Automotive since December 1993. From 1991 to 1993, Mr.
Campbell served as a consultant to Hidden Creek. From 1988 to 1991, he served as
Vice President and General Manager of the Sensor Systems Division of Siemens
Automotive, a manufacturer of engine management systems and components. From
1972 to 1988, Mr. Campbell held various executive, engineering and marketing
positions with Allied Automotive, a manufacturer of vehicle systems and
components and a subsidiary of AlliedSignal, Inc.
Kim B. Clark, 51, has served as a Director of Tower Automotive since
December 1995. Mr. Clark has served as Dean of the Graduate School of Business
Administration at Harvard University in Cambridge, Massachusetts since September
1995. Since 1978, Dean Clark has served as a professor of business
administration at Harvard Business School. Dean Clark is also a director of
Guidant Corp., a manufacturer of medical implants, and Fleet Financial, a
financial services company.
Jurgen M. Geissinger, 41, has served as a Director of the Company since May
2000. Dr. Geissinger has served as President and Chief Executive Officer of INA
Holding GmbH & Co. KG, a global manufacturer of bearings, linear guidance
systems, automotive transmissions and engine systems since November 1998. From
1992 to October 1998, Dr. Geissinger served in various positions at ITT
Automotive, most recently as Senior Vice President with responsibility for the
Brakes and Chassis Engineering Division worldwide.
Ali Jenab, 38, has served as a Director of Tower Automotive since January
2001. Mr. Jenab was named President and Chief Operating Officer of VA Linux
Systems, Inc. in February 2001. From August 2000, until February 2001, Mr. Jenab
served as that company's Senior Vice President and General Manager, Systems
Division. From 1983 through August 2000, Mr. Jenab held various positions at
Amdahl Corporation, a provider of high-end integrated computing solutions.
F.J. (Joe) Loughrey, 51, has served as a Director of Tower Automotive since
November 1994. Mr. Loughrey joined Cummins Engine Company, Inc. in 1974 and has
served as Executive Vice President and President -- Engine Business since
October 1999. Prior thereto, Mr. Loughrey served as Executive Vice President and
Group President -- Industrial and Chief Technical Officer from 1996 to 1999. Mr.
Loughrey is also a director of Sauer-Danfoss, Inc., a worldwide leader in the
design, manufacture and sale of engineered hydraulic systems and components.
James R. Lozelle, 55, has served as a Director of Tower Automotive since
May 1994. Mr. Lozelle served as Executive Vice President for Tower Automotive,
with responsibility for Tower Automotive's operations in Milwaukee, Wisconsin
and Roanoke, Virginia from April 1997 to January 1999. From the acquisition of
Edgewood Tool and Manufacturing Company ("Edgewood") in May 1994 until March
1997, Mr. Lozelle served at the Tower Automotive Technical Centers, with
responsibility for advanced product development and
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customer service. Mr. Lozelle served as President of Edgewood from 1982 until it
was acquired by Tower Automotive. Mr. Lozelle joined Edgewood in 1970 and served
as Vice President from 1971 to 1982. Mr. Lozelle is chairman of the Near Zero
Stamping research project of the Autobody Consortium.
Scott D. Rued, 44, has served as Vice President, Corporate Development and
a Director of Tower Automotive since April 1993. Mr. Rued served as Vice
President, Chief Financial Officer and a director of Automotive Industries
Holding, Inc. from April 1990 until its sale to Lear Corporation in August 1995.
Mr. Rued, a partner of J2R, has also served as Executive Vice President and
Chief Financial Officer of Hidden Creek since January 1994 and served as its
Vice President -- Finance and Corporate Development from June 1989 through 1993.
Mr. Rued is also a director of The Rottlund Company, Inc., a corporation engaged
in the development and sale of residential real estate.
Enrique Zambrano, 45, has served as a Director of Tower Automotive since
December 1997. Mr. Zambrano has served as Chief Executive Officer and a director
of Proeza, S.A. de C.V., a diversified international company that has operations
primarily in the automotive and citrus juice processing industries, since 1988.
Mr. Zambrano is also a Director of IMSA, a steel processing company, Dataflux, a
leading value added distributor of computer equipment, and ITESM, the largest
private university in Mexico.
There are no family relationships between any of the directors or any of
Tower Automotive's executive officers.
BOARD AND COMMITTEE MEETINGS
The Board of Directors held eight meetings (exclusive of committee
meetings) during the preceding fiscal year. During 2000, each director attended
at least 75% of the meetings of the Board of Directors and any committees on
which such director served. The Board of Directors has established the following
committees, the functions and current members of which are noted below.
Executive Committee. The Executive Committee of the Board of Directors
consists of S.A. Johnson (Chairman), Dugald K. Campbell, and Scott D. Rued. The
Executive Committee has all the power and authority vested in or retained by the
Board of Directors and may exercise such power and authority in such manner as
it shall deem for the best interest of Tower Automotive in all cases in which
specific direction shall not have been given by the Board of Directors and
subject to any specific limitations imposed by law or a resolution of the Board
of Directors. The Executive Committee met once during the preceding fiscal year.
Compensation Committee. The Compensation Committee of the Board of
Directors consists of F.J. Loughrey (Chairman), Kim B. Clark, and Jurgen M.
Geissinger. During the last fiscal year, the Compensation Committee made
recommendations to the Board of Directors with respect to salaries, compensation
and benefits of directors and executive officers of Tower Automotive and granted
options under the Tower Automotive, Inc. Long-Term Incentive Plan (the "Plan")
to purchase Common Stock of Tower Automotive. The Compensation Committee met
five times during the preceding fiscal year.
Nominating Committee. The Nominating Committee of the Board of Directors
consist of F. J. Loughrey (Chairman) and Kim B. Clark. The Nominating Committee
selects and presents to the Board candidates for election to fill vacancies on
the Board. The Committee did not meet during the preceding year.
Audit Committee. The Audit Committee of the Board of Directors consists of
Kim B. Clark (Chairman), F.J. Loughrey, and Jurgen M. Geissinger. The Audit
Committee is responsible for reviewing, as it shall deem appropriate, and
recommending to the Board of Directors, internal accounting and financial
controls for Tower Automotive and accounting principles and auditing practices
and procedures to be employed in the preparation and review of Tower
Automotive's financial statements. The Audit Committee is also responsible for
recommending to the Board of Directors independent public accountants to audit
the annual financial statements of Tower Automotive. The Audit Committee met
four times during the preceding fiscal year.
Effective December 9, 1999, the Company's Board of Directors adopted a
written charter with respect to the roles and responsibilities of the Audit
Committee. A copy of the charter is attached as Appendix A to this Proxy
Statement. On February 26, 2001, the Committee submitted to the Board the
following report:
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We have reviewed and discussed with management the Company's audited
financial statements as of the year ended December 31, 2000.
We have discussed with the independent auditors the matters required
to be discussed by Statement on Accounting Standards No. 61, Communication
with Audit Committees, as amended, by the Auditing Standards Board of the
American Institute of Certified Public Accountants.
We have received and reviewed the written disclosures and the letter
from the independent auditors required by Independence Standard No. 1,
Independence Discussions with Audit Committees, as amended, by the
Independence Standards Board, and have discussed with the auditors the
auditors' independence.
Based on the reviews and discussions referred to above, we recommend
to the Board of Directors that the financial statements referred to above
be included in the Company's Form 10-K Report for the year ended December
31, 2000.
Kim B. Clark
F. J. Loughrey
Jurgen M. Geissinger
COMPENSATION OF DIRECTORS
For service in 2000, directors who are not employees of Tower Automotive or
any of its affiliates ("Outside Directors") each received an annual retainer of
$75,000. All or a portion of the retainer, but not less than 25%, may be
deferred under the Company's Director Deferred Stock Purchase Plan. Deferred
amounts are payable only in shares of the Company's Common Stock.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Tower Automotive's officers, directors and persons who beneficially own more
than ten percent of a registered class of Tower Automotive's equity securities
to file reports of securities ownership and changes in such ownership with the
Securities and Exchange Commission (the "SEC"). Officers, directors and greater
than ten percent beneficial owners also are required by rules promulgated by the
SEC to furnish Tower Automotive with copies of all Section 16(a) forms they
file.
Based solely upon a review of the copies of such forms furnished to Tower
Automotive, or written representations that no Form 5 filings were required,
Tower Automotive believes that during the period from January 1, 2000, through
December 31, 2000, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were complied
with, except for one report covering one transaction by Mr. Antonio Zarate.
PROPOSAL TO APPROVE THE AMENDMENT TO THE TOWER AUTOMOTIVE, INC.
COLLEAGUE STOCK DISCOUNT PURCHASE PLAN
In 1994, the Board of Directors adopted, and the stockholders approved, the
Tower Automotive, Inc. Colleague Stock Discount Purchase Plan (the "Plan"). The
Plan was subsequently amended and restated on May 20, 1997. The Plan allows
colleagues of the Company to purchase shares of Company stock at a discount from
prevailing market prices.
A total of 1,000,000 shares was initially reserved for issuance under the
Plan. As of March 1, 2001, 160,324 shares of common stock were available for
future purchases. The Board of Directors has approved an amendment to the a
Plan, subject to stockholder approval, to make an additional 400,000 shares
available for purchase under the Plan. At the Annual Meeting, the Company's
stockholders are being requested to consider and approve this amendment. The
following paragraphs summarize the material features of the Plan, as amended and
restated.
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DESCRIPTION OF THE PLAN. All active colleagues of the Company and its
participating subsidiaries, except certain part-time colleagues, are eligible to
participate in the Plan on the first day of any Plan Quarter following
employment with the Company or a participating subsidiary. A Plan Quarter begins
on the first day of each calendar quarter and ends on the last day of that
quarter. No colleague is entitled to purchase shares of common stock under the
Plan if he or she is, or would be, after the purchase, the holder of five
percent (5%) or more of the total voting power of the Company.
The Plan allows eligible colleagues to purchase shares of the Company's
stock at price equal to eighty-five percent (85%) of the lower of (a) the
closing price of the Company's common stock on the first day of the Plan
Quarter, or (b) the last day of that Plan Quarter, during which money was
contributed to the Plan. Colleagues who have elected to participate in the Plan
may contribute a minimum of $10 per week, and a maximum of $25,000 in market
value of the Company's stock (the "Maximum Amount"), to purchase shares under
the Plan. The Plan also allows participants to make a lump sum contribution at
any time between December 1 and December 15 of each year to purchase additional
shares of Company stock, subject to the Maximum Amount. Purchases of shares are
made within 30 days after the end of each Plan Quarter.
A participant may terminate participation in the Plan at any time by giving
written notice to the Company. Shares purchased under the plan after January 1,
1997, must be held for at least two years from the date of purchase before
resale is authorized, except for shares distributed upon termination of
employment. Rights under the Plan are nontransferrable. Any termination of
employment, including death and retirement, terminates participation. The Board
has the right to terminate the Plan at any time as of the end of any Plan
Quarter.
SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES. The Plan is intended to be a
qualified "Employee Stock Purchase Plan," as defined in Section 423 of the Code.
The following paragraph summarizes the consequences of the acquisition and
disposition of shares of the Company's common stock for federal income tax
purposes, based on management's understanding of existing federal income tax
laws.
Funds contributed by colleagues through payroll deductions are a part of
current compensation taxable as ordinary income, although not actually received
by colleagues. As of the purchase date, on the last business day of each Plan
Quarter, a participating colleague will be considered to have been granted an
option to purchase shares and to have simultaneously exercised that option with
respect to the shares purchased on that date. If the colleague does not dispose
of such shares for a period of two (2) years after the date of the grant of the
option (the "Holding Period"), upon subsequent disposition of the shares upon
death, the colleague will realize compensation, taxable as ordinary income,
equal to the lesser of (a) the amount by which the fair market value of the
shares at the time of disposition or death exceeds the option exercise price, or
(b) the amount by which the fair market value of the shares at the time the
option was granted exceeded the option exercise price. If (b) is the lesser
amount, the difference between the fair market value of the shares at the time
of disposition or death and the fair market value of the shares at the time the
option was granted will be taxed as a capital gain. In the event the Holding
Period requirement described above is not met, the amount to be treated as
compensation on disposition of the shares by the colleague is the difference
between the option exercise price and the fair market value of the shares at the
time the option is exercised. In the event the Holding Period requirement is not
met, the Company will be entitled to a deduction for federal income tax purposes
equal to the amount recognized as compensation by the colleague. In all other
events, the Company will not be entitled to any deduction for federal income tax
purposes with respect to shares to an employee pursuant to exercise of an option
granted under the Plan.
REQUIRED VOTE FOR APPROVAL. The affirmative vote of a majority of the
Company's Common Stock voted at the Annual Meeting, by person or by proxy, is
required to approve the Amendment. While broker non-votes will not be treated as
votes cast on the approval of the Amendment, shares voted as abstentions will be
counted as votes cast. Since a majority of the votes cast is required for
approval, the sum of any negative votes and abstentions will necessitate
offsetting affirmative votes to assure approval. Unless otherwise directed by
marking the accompanying proxy, the proxy holders named therein will vote for
the approval of the Amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSED
AMENDMENT.
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RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of the Audit Committee, has
appointed Arthur Andersen LLP, as independent public accountants, to audit the
consolidated financial statements of Tower Automotive for the year ending
December 31, 2001, and to perform other appropriate services as directed by
Tower Automotive's management and the Board of Directors.
A proposal will be presented at the meeting to ratify the appointment of
Arthur Andersen LLP as Tower Automotive's independent public accountants. It is
expected that a representative of Arthur Andersen LLP will be present at the
Annual Meeting to respond to appropriate questions or to make a statement if he
or she so desires. If the stockholders do not ratify this appointment by the
affirmative vote of a majority of the shares represented in person or by Proxy
at the meeting, other independent public accountants will be considered by the
Board of Directors upon recommendation of the Audit Committee.
The following table sets forth the aggregate fees billed to Tower
Automotive for the year ended December 31, 2000, by the Company's principal
accounting firm, Arthur Andersen LLP:
Audit Fees.................................................. $ 723,000
Financial Information Systems Design and Implementation
Fees...................................................... 00
All Other Fees.............................................. $3,105,000(a)(b)
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$3,828,000
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(a) Includes fees for tax consulting, permitted internal auditing outsourcing,
merger and acquisitions assistance and other non-audit services.
(b) The audit committee has considered whether the provision of services
described above under "all other fees" is compatible with maintaining the
independence of Arthur Andersen LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS TOWER AUTOMOTIVE'S INDEPENDENT PUBLIC
ACCOUNTANTS.
OTHER BUSINESS
At the date of this Proxy Statement, Tower Automotive has no knowledge of
any business other than that described above that will be presented at the
Annual Meeting. If any other business should properly be brought before the
Annual Meeting and any adjournments or postponements thereof, the Proxies will
be voted in the discretion of the Proxy holders.
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OWNERSHIP OF TOWER AUTOMOTIVE COMMON STOCK
Unless otherwise noted, the following table sets forth certain information
regarding ownership of the Common Stock as of March 30, 2001 by (i) the
beneficial owners of more than 5% of the Common Stock of Tower Automotive, (ii)
each director, director nominee and named executive officer of Tower Automotive
and (iii) all directors and executive officers of Tower Automotive as a group.
To the knowledge of Tower Automotive, each of such stockholders has sole voting
and investment power as to the shares shown unless otherwise noted. Beneficial
ownership of the Common Stock listed in the table has been determined in
accordance with the applicable rules and regulations promulgated under the
Securities Exchange Act of 1934.
BENEFICIAL OWNERSHIP OF
COMMON STOCK
-----------------------
NUMBER OF PERCENT OF
DIRECTORS, OFFICERS AND 5% STOCKHOLDERS SHARES(1) CLASS
--------------------------------------- --------- ----------
S.A. Johnson................................................ 380,812 *
Dugald K. Campbell(2)....................................... 531,739 1.2%
James W. Arnold............................................. 23,750 *
Anthony A. Barone........................................... 130,582 *
Richard S. Burgess.......................................... 79,497 *
Tom G. Pitser............................................... 103,950 *
Scott D. Rued............................................... 79,478 *
Kim B. Clark................................................ 49,500 *
Jurgen M. Geissinger........................................ -- --
Ali Jenab................................................... -- --
F.J. Loughrey............................................... 53,500 *
James R. Lozelle(3)......................................... 445,308 1.0%
Enrique Zambrano............................................ -- --
American Express Company(4)................................. 2,332,083 5.3%
Capital Research and Management Co.(5)...................... 3,688,000 8.5%
Dimensional Fund Advisors, Inc.(6).......................... 2,393,800 5.5%
Morgan Stanley Dean Witter & Co. (7)........................ 3,949,387 9.1%
State of Wisconsin Investment Board(8)...................... 2,800,000 6.4%
All Directors and Officers as a group (17 persons).......... 1,916,116 4.4%
-------------------------
* Less than one percent.
(1) Includes shares that may be purchased under options that are exercisable in
60 days.
(2) Includes 259,495 shares held in trusts, of which Mr. Campbell or his wife
are the trustees. Mr. Campbell disclaims beneficial ownership of the shares
held in trust.
(3) Includes 113,882 shares of Common Stock issuable upon the conversion of
Convertible Notes.
(4) American Express Company ("AEC") and American Express Financial Corporation
("AEFC") each reported as of December 31, 2000, shared dispositive power
with respect to 2,332,083 shares of Common Stock and shared voting power
with respect to 490,000 shares of Common Stock. The address for AEC is
American Express Tower, 200 Vesey Street, New York, New York 10285 and the
address for AEFC is 200 AXP Financial Center, Minneapolis, Minnesota 55474.
(5) Capital Research and Management Company reported as of February 9, 2001,
sole dispositive power with respect to 3,688,000 shares of Common Stock. The
address for Capital Research and Management Company is 333 South Hope
Street, Los Angeles, California 90071.
(6) Dimensional Fund Advisors, Inc. reported as of February 2, 2001, sole voting
and dispositive power with respect to 2,393,800 shares of Common Stock. The
address for Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, 11th
Floor, Santa Monica, California 90401.
(7) Morgan Stanley Dean Witter & Co. reported as of February 23, 2001, shared
voting power with respect to 3,801,898 shares of Common Stock and shared
dispositive power with respect to 3,949,387 shares of Common Stock. The
address for Morgan Stanley Dean Witter & Co. is 1585 Broadway, New York, New
York 10036.
(8) The State of Wisconsin Investment Board reported as of February 14, 2001,
sole voting and dispositive power with respect to 2,800,000 shares of Common
Stock. The address of the Board is P.O. Box 7842, Madison, Wisconsin 55402.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth compensation packages for the years ended
December 31, 2000, 1999, and 1998 for Tower Automotive's chief executive officer
and the four other most highly compensated executive officers (the "Named
Executive Officers").
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------ ------------
OTHER ANNUAL OPTIONS ALL OTHER
NAME AND SALARY BONUS COMPENSATION GRANTED COMPENSATION
PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($) (#) ($)(4)
------------------ ---- ------ ------ ------------ ------- ------------
Dugald K. Campbell........... 2000 $568,240 $ -- $ -- 200,000 $ 6,578
President and Chief 1999 531,690 248,400 -- 115,000 18,783
Executive Officer 1998 487,812 200,000 -- 100,000 19,392
Anthony A. Barone............ 2000 292,246 -- -- 75,000 5,374
Vice President and 1999 242,443 137,500 -- 50,000 17,117
Chief Financial Officer 1998 218,222 57,500 -- 40,000 17,211
Tom G. Pitser................ 2000 276,064 -- -- 65,000 5,312
Vice President 1999 247,482 96,000 -- 40,000 17,040
1998 220,787 68,100 -- 40,000 17,352
Richard Burgess.............. 2000 196,446 -- -- 55,000 7,436
Vice President 1999 184,816 72,000 -- 35,000 16,147
1998 165,250 48,600 -- 30,000 14,818
Jim Arnold................... 2000 236,564 -- -- 65,000 8,934
Vice President(3) 1999 210,319 -- -- 15,000 9,598
1998 57,517 -- -- 15,000 214
-------------------------
(1) Includes amounts deferred by employees under Tower Automotive's 401(k)
employee savings plan, pursuant to Section 401(k) of the Internal Revenue
Code.
(2) Represents amounts earned under the Company's bonus plan, but excludes
amounts foregone at the election of the Named Executive Officer and payable
in shares of the Company's Common Stock under the Tower Automotive's Key
Leadership Deferred Income Stock Purchase Plan, as reported in the Long-Term
Incentive Plan table.
(3) Mr. Arnold became an employee of the Company on September 16, 1998.
(4) The amounts disclosed in this column include: (a) amounts contributed by
Tower Automotive to Tower Automotive's 401(k) employees savings plan and
profit sharing plan, and (b) dollar value of premiums paid by Tower
Automotive for term life insurance on behalf of the named executive officers
as follows:
2000 1999 1998
---- ---- ----
D.K. Campbell............................................... (a) $4,375 $15,747 $16,528
(b) 2,203 3,036 2,864
A.A. Barone................................................. (a) 4,333 15,797 16,480
(b) 1,041 1,320 731
T.G. Pitser................................................. (a) 4,316 15,797 16,142
(b) 996 1,243 1,210
R.S. Burgess................................................ (a) 7,017 15,605 14,527
(b) 419 542 291
J.W. Arnold................................................. (a) 8,409 8,949 --
(b) 525 649 214
OPTION GRANT TABLE
The following table shows all grants of options to acquire shares of Tower
Automotive Common Stock to the Named Executive Officers under the Stock Option
Plan during the last fiscal year.
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OPTION GRANTS IN LAST FISCAL YEAR
NUMBER OF POTENTIAL REALIZABLE VALUE AT
SECURITIES % OF TOTAL ASSUMED ANNUAL RATES OF
UNDERLYING OPTIONS STOCK PRICE APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OPTION TERM(2)
GRANTED EMPLOYEES IN PRICE EXPIRATION -----------------------------
NAME (#)(1) FISCAL YEAR (PER SHARE) DATE 5% 10%
---- ---------- ------------ ----------- ---------- -- ---
D.K. Campbell............ 200,000 12.2% $13.19 03/08/10 $1,658,647 $4,203,336
A.A. Barone.............. 75,000 4.6% 13.19 03/08/10 621,993 1,576,251
T.G. Pitser.............. 65,000 4.0% 13.19 03/08/10 534,060 1,366,084
R.S. Burgess............. 55,000 3.4% 13.19 03/08/10 456,128 1,155,918
J.W. Arnold.............. 65,000 4.0% 13.19 03/08/10 539,060 1,366,084
-------------------------
(1) These options vest ratably over four years commencing one year from the date
of grant.
(2) Amounts reflect certain assumed rates of appreciation set forth in the
executive compensation disclosure rules of the Securities and Exchange
Commission. Actual gains, if any, on stock option exercises depend on future
performance of Tower Automotive's Common Stock and overall stock market
conditions. No assurances can be made that the amounts reflected in these
columns will be achieved.
OPTION EXERCISES AND YEAR-END VALUE TABLE
During the year ended December 31, 2000, no options were exercised by the
Named Executive Officers. The following table shows the aggregate number and
value of unexercised options held by each Named Executive Officer as of December
31, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND YEAR-END OPTION VALUES
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED IN-THE-
OPTIONS AT MONEY OPTIONS
YEAR-END(#) YEAR-END($)(2)
--------------- -------------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
---- ------------- -------------
D.K. Campbell.............................................. 118,750/346,250 $14,375/0
A.A. Barone................................................ 52,500/137,500 7,188/0
T.G. Pitser................................................ 60,000/125,000 0/0
R.S. Burgess............................................... 41,250/101,250 3,544/0
J.W. Arnold................................................ 11,350/83,750 0/0
-------------------------
(1) Values are based on the difference between the closing bid price of Tower
Automotive's Common Stock on December 31, 2000 ($9.00) and the exercise
prices of the options.
LONG-TERM INCENTIVE PLAN
NUMBER OF PERFORMANCE OR OTHER
SHARES, PERIOD UNTIL
UNITS OR OTHER MATURATION
NAME RIGHTS(#)(1) OR PAYOUT(2)
---- -------------- --------------------
D.K. Campbell............................................. 47,193.89 3 years
A.A. Barone............................................... 11,195.93 3 years
T.G. Pitser............................................... 11,725.19 3 years
R.S. Burgess.............................................. 8,793.89 3 years
J.W. Arnold............................................... 13,435.12 3 years
-------------------------
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(1) Represents the number of units credited to an employee's account under the
terms of the Company's Key Leadership Deferred Income Stock Purchase Plan
(the "DISP Plan"). Under the terms of the DISP Plan, participants may elect
to defer all or a portion (but not less than 25%) of their cash bonus
payment. Deferred amounts are credited in stock units, based on the value of
the Company's stock as of the end of the month in which the bonus would have
been paid to the employee. Stock units are payable only in shares of the
Company's common stock. Includes the following number of restricted stock
units credited to each of the Named Executive's premium account, as
described in footnote 2 below: D.K. Campbell -- 11,798.47, A.A.
Barone -- 2,798.98, T.G. Pitser -- 2,931.30, R.S. Burgess -- 2,198.47, and
J.W. Arnold -- 3,358.78.
(2) Under the terms of the DISP Plan, the number of restricted stock units
credited to a participant's basic account is required to equal the amount of
the deferred bonus, divided by the value of a share of the Company's common
stock on the last day of the month in which the cash bonus would otherwise
be paid. In addition, participants are concurrently credited with additional
stock units to a separate Premium Account equal to one-third of the number
of the restricted stock units credited to their basic account. Restricted
stock units credited to this Premium Account do not vest until the first day
of the third plan year following the date the units are credited to a
participant's account, provided that the participant is then a colleague of
the Company. The DISP Plan allows for accelerated vesting in the event of a
participant's death, disability, retirement or termination during a period
of 24 months following a change in control of the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This Compensation Committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that Tower Automotive
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
The following has been submitted by the Compensation Committee:
GENERAL EXECUTIVE OFFICER COMPENSATION POLICIES
The Compensation Committee, which was established in connection with Tower
Automotive's initial public offering of Common Stock in August 1994, is
responsible for developing and recommending Tower Automotive's executive
compensation policies to the Board of Directors. The Compensation Committee
believes that executive compensation should be related to the value created for
Tower Automotive's stockholders. The executive officer compensation program has
been designed to attract and retain highly qualified and motivated employees and
to reward superior performance.
The combination of both cash compensation (salary and performance bonus)
and equity-based compensation are intended to encourage and reward near-term
objectives, such as financial performance, and Tower Automotive's long-term
goals, such as continuous improvement in customer and colleague satisfaction,
and the growth and prosperity of Tower Automotive and its stakeholders.
SALARY AND BONUS
In general, the base salaries of Tower Automotive's executive officers are
established at levels believed to be at or below market rates. Each year, the
committee reviews compensation data from outside consultants, available survey
information and data from companies of comparable size and performance in
ascertaining comparable salary rates. Subject to Committee approval, the base
salaries are set at or below comparable market rates. To provide performance
incentives and to compensate for the below-peer salary rates, Tower Automotive
provides for annual cash awards that are payable if Tower Automotive meets or
exceeds certain predetermined goals established and approved by the Board of
Directors.
Tower Automotive's bonus program is comprised of three principle factors.
First, the Committee establishes a target for each officer expressed as a
percentage of salary. Second, a financial performance factor is determined that
creates a minimum performance requirement and recognition of performance related
to expectations. Third, a team performance factor relating to progress toward
company goals and an individual leadership initiative are established. The bonus
is payable only if the minimum financial performance, the team performance and
the individual leadership initiative are achieved.
Currently, and for the past fiscal year, the financial performance factor
has been based on achievement of a predetermined goal for economic value growth.
This goal for economic value growth is approved by the
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Committee, after taking into consideration investor expectations, historical
Company performance and expected continuous improvement.
The achievement of team objectives and the personal leadership initiative
(established for each officer and approved by the Committee or Board of
Directors) are based on indicators of progress toward the long-term goals of
Tower Automotive, consistent with Tower Automotive's approach to values-based
leadership. The Committee approves the achievement of team objectives and
personal leadership initiatives based on a determination by the colleague's
mentor, or in the case of the CEO, by the Committee or Board of Directors. To
counterbalance the near-term objectives of financial performance, the team
objectives and individual leadership initiatives are intended to reward and
promote the attainment of long-term objectives. Achievement is based on measures
of Tower Automotive goals of customer satisfaction, colleague satisfaction and
Company growth and prosperity. The goal of Company growth and prosperity is
primarily focused on the enhancement of stockholder value, taking into
consideration progress toward obtaining new customers, securing new technology,
expanding global presence, expanding business with existing customers, as well
as improving earnings per share and the market value of Tower Automotive's
stock.
In addition to the above-referenced objective factors, the Compensation
Committee has the right to adjust bonus payments based upon its evaluation of
Tower Automotive's performance relative to the overall economy and specific
market considerations. This discretion is intended to better align potential
plan payout as an indication of overall Company performance.
LONG-TERM EQUITY INCENTIVES
The long-term equity incentives consist of awards under the Plan
administered by the Compensation Committee. Pursuant to the terms of the Plan,
options are granted at an exercise price equal to Tower Automotive's Common
Stock price on the date the options are granted. The Compensation Committee
believes the Plan aligns management's long-term interests with stockholder
interests, as the ultimate compensation is based upon Tower Automotive's stock
performance. The Compensation Committee also believes the Plan is a cost
effective method of providing key management with long-term compensation. The
Compensation Committee approves the employees who participate in the Plan based
upon recommendations by the Chairman of the Board of Directors and the Chief
Executive Officer. The Compensation Committee determines the number of shares to
be optioned to each colleague based upon individual performance, responsibility
and level of cash compensation. The Compensation Committee may also, based on
the recommendation of the Board of Directors, approve the issuance of stock
option agreements not in connection with the Plan.
The income tax laws of the United States limit the amount the Company may
deduct for compensation paid to the Company's Named Executive Officers. Certain
compensation that qualifies as "performance-based" under IRS guidelines is not
subject to this limit. Stock options granted under the Company's stock option
plan is designed to qualify as performance-based compensation thereby permitting
the Company to deduct the related expenses. The Compensation Committee believes
that these limitations should not cause the Company to be denied a deduction for
2000 compensation paid to the Named Executive Officers. The Compensation
Committee will continue to work to structure components of its executive
compensation to achieve the maximum deductibility under the Internal Revenue
Code in a manner consistent with its compensation goals and the Company's
values.
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CHIEF EXECUTIVE OFFICER COMPENSATION
In 2000, the salary of Dugald K. Campbell, Tower Automotive's Chief
Executive Officer, was set at $568,240, based upon the factors described above
for establishing the salaries of Tower Automotive's executive officers. Mr.
Campbell's bonus is determined under the same criteria used for other executive
officers of Tower Automotive, except that the evaluation of whether the
predetermined goals and criteria have been satisfied are determined by the
Committee or the Board of Directors. Under the terms of the Company's cash bonus
plan, no bonus was earned by Mr. Campbell for 2000. For 2000, Mr. Campbell was
granted an option for 200,000 shares of Tower Automotive's common stock at an
exercise price equal to the market value on the date of grant.
The foregoing report has been approved by all members of the Compensation
Committee.
Compensation Committee:
Kim B. Clark
F.J. Loughrey
Jurgen M. Geissinger
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PERFORMANCE GRAPH
The following graph compares Tower Automotive's cumulative total
stockholder return since December 31, 1995, with the Standard & Poor's 500 Index
and with the OEM Automotive Supplier Composite Index. The OEM Automotive
Supplier Composite Index consists of the following: Amcast Industrial
Corporation, Autoliv, Inc., ArvinMeritor, Inc., American Axle & Manufacturing
Holdings, Borg-Warner Automotive, Inc., Collins & Aikman Corporation, Dana
Corporation, Delphi Automotive Systems, Donnelly Corporation, Dura Automotive
Systems, Inc., Eaton Corporation, Federal-Mogul Corporation, Gentex Corporation,
Hayes Lemmerz International, Inc., Intermet Corporation, Johnson Controls, Inc.,
Lear Corporation, Magna International Inc., Modine Manufacturing Company, Shiloh
Industries, Inc., Stoneridge, Inc., STRATTEC Security Corporation, Superior
Industries International, Inc., TRW Inc. and Visteon Corporation. The comparison
is based on the assumption that $100.00 was invested on December 31, 1995, in
each of the Common Stocks, the Standard & Poor's 500 Index ("S&P 500 Index") and
the OEM Automotive Supplier Composite Index with dividends reinvested.
COMPARISON OF TOTAL RETURN AMONG STANDARD & POOR'S 500 INDEX, OEM AUTOMOTIVE
SUPPLIER COMPOSITE INDEX AND TOWER AUTOMOTIVE, INC.
[PERFORMANCE GRAPH]
TWR OEM SUPPLIERS S&P 500
--- ------------- -------
12/31/95 100.00 100.00 100.00
12/31/96 178.57 134.00 120.26
12/31/97 240.36 169.69 157.56
12/31/98 285.00 183.00 199.57
12/31/99 176.43 159.73 238.54
12/31/00 102.86 107.90 214.36
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OTHER COMPENSATORY AGREEMENTS
S.A. Johnson and Scott Rued are partners in Hidden Creek Industries. During
2000, Tower Automotive made payments to Hidden Creek Industries for certain
acquisition related assistance such as initiating contacts, due diligence,
financing, contract negotiation and modeling and for various other management
services totaling $4.5 million.
SUBMISSION OF STOCKHOLDER PROPOSALS
FOR THE 2001 ANNUAL MEETING
Proposals of stockholders intended to be presented at the Annual Meeting in
2002 must be received by the secretary of Tower Automotive, Inc., 4508 IDS
Center, Minneapolis, Minnesota, 55402, not later than December 21, 2001 to be
considered for inclusion in Tower Automotive's 2002 Proxy materials. As of March
30, 2001, no proposals to be presented at the 2001 Annual Meeting had been
received by Tower Automotive. If Tower Automotive receives notice of a
stockholder proposal after February 6, 2002, the persons named as proxies for
the 2002 Annual Meeting of Stockholders will have discretionary voting authority
to vote on that proposal at the meeting.
ADDITIONAL INFORMATION
This solicitation is being made by Tower Automotive. All expenses of Tower
Automotive in connection with this solicitation will be borne by Tower
Automotive. Tower Automotive will request brokerage firms, nominees, custodians
and fiduciaries to forward Proxy materials to the beneficial owners of shares
held of record by such persons and will reimburse such persons and Tower
Automotive's transfer agent for their reasonable out-of-pocket expenses in
forwarding such materials.
Tower Automotive will furnish without charge to each person whose Proxy is
being solicited, upon the written request of any such person, a copy of Tower
Automotive's Annual Report on Form 10-K for the fiscal year ended December 31,
2000, as filed with the SEC, including the financial statements. Requests for
copies of such Annual Report on Form 10-K should be directed to: Tower
Automotive, Inc., 4508 IDS Center, Minneapolis, MN 55402.
PLEASE COMPLETE THE ENCLOSED PROXY AND MAIL IT IN THE ENCLOSED POSTAGE-PAID
ENVELOPE AS SOON AS POSSIBLE OR COMPLY WITH THE PROCEDURES FOR VOTING BY
TELEPHONE.
By Order of the Board of Directors,
/s/ James N. DeBoer
James N. DeBoer
Secretary
April 20, 2001
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APPENDIX A
TOWER AUTOMOTIVE, INC.
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
RESOLVED, THAT THE AUDIT COMMITTEE IS A COMMITTEE OF THE BOARD OF DIRECTORS
OF TOWER AUTOMOTIVE, INC., CHARTERED TO THE FOLLOWING PURPOSES, POWERS AND
DUTIES:
PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the
financial reports and other financial information provided by the corporation to
any governmental body or the public; the corporation's system of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board of Directors have established; and the corporation's
auditing, accounting and financial reporting processes. The Audit Committee
shall encourage continuous improvement of and adherence to Tower Automotive,
Inc.'s policies, procedures and practices. The Audit Committee's duties are to:
1. Serve as an independent and objective body to monitor the corporation's
financial reporting process and internal control system.
2. Review and appraise the audit efforts of the corporation's independent
accountants and internal auditor.
3. Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal auditor and
the Board of Directors.
COMPOSITION
The Audit Committee shall be comprised of at least 3 directors as
determined by the Board of Directors, each of whom shall be independent
directors, free from any relationship to the corporation that may interfere with
the exercise of their independence from management and the corporation. All
members of the Committee shall have a working familiarity with basic financial
and accounting practices and at least one member of the Committee shall have
accounting or related financial management expertise.
The Chair and the members of the Audit Committee shall be elected by the
Board of Directors at the annual organizational meeting of the Board or until
their successors shall be duly elected and qualified.
MEETINGS
The Audit Committee shall meet at least two times annually. To ensure open
communications, the Audit Committee shall meet at least annually in separate
sessions with management, the internal auditor and the independent accountants
to discuss any matters which either the Audit Committee or each of these groups
believe should be discussed independently of the other groups.
ACTIVITIES
To fulfill its responsibilities and duties, the Audit Committee shall:
DOCUMENT AND REPORT REVIEW
1. Review and update this Charter periodically or as conditions dictate
(at least, annually).
2. Review the corporation's annual financial statements and any reports or
other financial information submitted to any governmental body or to
the public, including any report issued by the independent accountants.
3. Review the summary report of the internal auditor and management's
response to such reports.
A-1
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INDEPENDENT ACCOUNTANTS
4. Ensure that the independent accountants are ultimately accountable to
the Board of Directors and the Audit Committee, as representatives of
the shareholders. Accordingly, the Committee shall recommend to the
Board of Directors the selection of the independent accountants,
considering independence and effectiveness, and approve the fees and
other compensation to be paid to the independent accountants.
5. On an annual basis, review and discuss with the independent accountants
all significant relationships the accountants have with the corporation
to determine the accountants' objectivity and independence, undertaking
or recommending appropriate action to ensure and continue that
independence.
6. Review and evaluate the performance of the independent accountants and
approve any proposed discharge of the independent accountants.
7. Consult with the independent accountants at least annually, out of the
presence of management, about internal controls.
FINANCIAL REPORTING PROCESSES
8. Review the integrity of the corporation's financial reporting process,
both internal and external, giving consideration to consultation with
management, the independent accountants and the internal auditor.
9. Consider the independent accountant's judgments about the quality and
appropriateness of the corporation's accounting principles as applied
to its financial reporting.
10. Consider and approve, as appropriate, major changes to the
corporation's auditing and accounting principles and practices as
suggested by the independent accountants, management or the internal
auditor.
PROCESS IMPROVEMENT
11. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the independent accountants and the
internal auditor regarding any significant judgments made in
management's preparation of the financial statements and the view of
each as to appropriateness of such judgments.
12. In respect of the annual audit, review separately with each of
management, the independent accountants and the internal auditor any
significant difficulties encountered during the course of the audit,
including any restriction on the scope of work or access to required
information.
13. Review any significant disagreement among management and independent
accountants or the internal auditing department in connection with the
preparation of the financial statements.
14. Review with the independent accountants, the internal auditor and
management the extent to which changes or improvements in financial or
accounting practices, as approved by the Audit Committee, have been
implemented.
ETHICAL AND LEGAL COMPLIANCE
15. Review and evaluate the Tower Automotive Mission, Vision, Values and
Goals to ensure that management has maintained a system to comply with
expected ethical and legal requirements.
16. Review management's monitoring of Tower Automotive, Inc.'s compliance
with the corporation's Mission, Vision, Values and Goals, and ensure
that management has the proper review system in place to ensure that
the corporation's financial statements, reports and other financial
information disseminated to governmental organizations and the public
satisfy legal requirements.
17. Review the activities, organizational structure and qualifications of
the internal auditing department.
A-2
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18. Review, with the corporation's counsel, legal compliance matters
including corporate securities trading policies.
19. Review, with the corporation's counsel, any legal matter that could
have a significant impact on the corporation's financial statements.
20. Perform any other activities consistent with this Charter, the
corporation's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
A-3
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[X] Please mark your
votes as in this
example.
This Proxy, when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR the election of
Directors and FOR Proposals 2 and 3.
The Board of Directors recommends a vote FOR the election of Directors and FOR
proposals 2 and 3.
1. Election of Directors (See Reverse)
FOR WITHHELD
[ ] [ ]
For, except vote withheld from the following nominee(s):
--------------------------------------------------------
2. Approval of the Amendment to Tower Automotive, Inc.
Colleague Stock Discount Purchase Plan.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To ratify the selection of Arthur Andersen LLP as the Company's
Independent Public Accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Change of Address/Comments on reverse side. [ ]
Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as attorney, executor,
administrator, trustee, guardian, officer, general partner, etc.,
please give full title as such.
----------------------------------------------------------
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SIGNATURE(S) DATE
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TOWER AUTOMOTIVE, INC.
ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, MAY 24, 2001 AT 1:00 PM
TOWER AUTOMOTIVE TECHNICAL CENTER
27175 HAGGERTY ROAD
NOVI, MICHIGAN
22
PROXY
TOWER AUTOMOTIVE, INC. PROXY/VOTING INSTRUCTION CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON MAY 24, 2001.
The undersigned hereby appoints S.A. Johnson and D.K. Campbell, or either of
them, proxies for the undersigned, each with full power of substitution, to
attend the Annual Meeting of Stockholders of Tower Automotive, Inc. to be held
on May 24, 2001 at 1:00 p.m., Eastern Time, and at any adjournments thereof, and
to vote as specified in this Proxy all the shares of stock of the Company which
the undersigned would be entitled to vote if personally present.
Your vote with respect to the election of Directors and the other proposals may
be indicated on the reverse. Nominees for Directors are S.A. Johnson, D.K.
Campbell, K.B. Clark, J.M. Geissinger, Ali Jenab, F.J. Loughrey, J.R. Lozelle,
S.D. Rued, E. Zambrano.
YOUR VOTE IS IMPORTANT! PLEASE SIGN AND DATE ON THE REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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Comments ----------------------------------------------------------------------
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(IF YOU HAVE WRITTEN IN THE ABOVE SPACE, PLEASE MARK THE "COMMENTS" BOX ON THE
REVERSE OF THIS CARD.)
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