-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jo55bAOAQEQRWMxw8nZBB4Vqm1cWAVFRCtJPNiRqQi2J8+NDHVveKJKlUnsriAQh fXZzfC3AFpQxT3GhaLEu2Q== 0000931921-05-000013.txt : 20050214 0000931921-05-000013.hdr.sgml : 20050214 20050214162659 ACCESSION NUMBER: 0000931921-05-000013 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOWER AUTOMOTIVE INC CENTRAL INDEX KEY: 0000925548 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 411746238 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45347 FILM NUMBER: 05610849 BUSINESS ADDRESS: STREET 1: 27175 HAGGERTY ROAD CITY: NOVI STATE: MI ZIP: 48377 BUSINESS PHONE: (248) 675-6000 MAIL ADDRESS: STREET 1: 27175 HAGGERTY ROAD CITY: NOVI STATE: MI ZIP: 48377 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHBRIDGE CAPITAL CORP CENTRAL INDEX KEY: 0000931921 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: THE CAYMAN CORPORATE CENTRE, 4TH FLOOR STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN ISLANDS STATE: E9 ZIP: 00000 BUSINESS PHONE: 3459451400 MAIL ADDRESS: STREET 1: HIGHBRIDGE CAPITAL CORPORATION STREET 2: P.O. BOX 30554, SEVEN MILE BEACH CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13G 1 twr-i.txt TOWER AUTOMOTIVE, INC. - COMMON STOCK UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Tower Automotive, Inc. ------------------------------------------------------ (Name of Issuer) Common Stock ------------------------------------------------------ (Title of Class of Securities) 891707101 ------------------------------------------------------ (CUSIP Number) December 31, 2004 ------------------------------------------------------ (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any ubsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes). _______________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Highbridge International LLC - not applicable _______________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [ ] _______________________________________________________________________ (3) SEC USE ONLY _______________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies _______________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 29 shares of Common Stock EACH $125,000,000 aggregate principal amount of 5.75% Convertible Senior Debentures due 2024 (convertible REPORTING into 4,389,004 shares of Common Stock (conversion rate of 231.0002 shares per $1,000 principal amount). PERSON WITH See footnote 1 in Item 4. ________________________________________________________ (7) SOLE DISPOSITIVE POWER 0 ________________________________________________________ (8) SHARED DISPOSITIVE POWER See Row 6 above. _______________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. _______________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _______________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.98%. (Based on 58,480,908 shares of Common Stock issued and outstanding as reported on the Issuer's latest 10Q filed on November 9, 2004, plus the Reporting Persons' shares of Common Stock issuable upon the conversion of the Debentures.) _______________________________________________________________________ (12) TYPE OF REPORTING PERSON ** OO - Limited Liability Company _______________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! _______________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Highbridge Capital Corporation - not applicable _______________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [ ] _______________________________________________________________________ (3) SEC USE ONLY _______________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies _______________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 29 shares of Common Stock EACH $125,000,000 aggregate principal amount of 5.75% Convertible Senior Debentures due 2024 (convertible REPORTING into 4,389,004 shares of Common Stock (conversion rate of 231.0002 shares per $1,000 principal amount). PERSON WITH See footnote 1 in Item 4. ________________________________________________________ (7) SOLE DISPOSITIVE POWER 0 ________________________________________________________ (8) SHARED DISPOSITIVE POWER See Row 6 above. _______________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. _______________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _______________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.98%. (Based on 58,480,908 shares of Common Stock issued and outstanding as reported on the Issuer's latest 10Q filed on November 9, 2004, plus the Reporting Persons' shares of Common Stock issuable upon the conversion of the Debentures.) _______________________________________________________________________ (12) TYPE OF REPORTING PERSON ** BD _______________________________________________________________________ _______________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Highbridge Capital Management, LLC - 20-1901985 _______________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [ ] _______________________________________________________________________ (3) SEC USE ONLY _______________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 29 shares of Common Stock EACH $125,000,000 aggregate principal amount of 5.75% Convertible Senior Debentures due 2024 (convertible REPORTING into 4,389,004 shares of Common Stock (conversion rate of 231.0002 shares per $1,000 principal amount). PERSON WITH See footnote 1 in Item 4. ________________________________________________________ (7) SOLE DISPOSITIVE POWER 0 ________________________________________________________ (8) SHARED DISPOSITIVE POWER See Row 6 above. _______________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. _______________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _______________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.98%. (Based on 58,480,908 shares of Common Stock issued and outstanding as reported on the Issuer's latest 10Q filed on November 9, 2004, plus the Reporting Persons' shares of Common Stock issuable upon the conversion of the Debentures.) _______________________________________________________________________ (12) TYPE OF REPORTING PERSON ** OO - Limited Liability Company _______________________________________________________________________ _______________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Glenn Dubin _______________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [ ] _______________________________________________________________________ (3) SEC USE ONLY _______________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States _______________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 29 shares of Common Stock EACH $125,000,000 aggregate principal amount of 5.75% Convertible Senior Debentures due 2024 (convertible REPORTING into 4,389,004 shares of Common Stock (conversion rate of 231.0002 shares per $1,000 principal amount). PERSON WITH See footnote 1 in Item 4. ________________________________________________________ (7) SOLE DISPOSITIVE POWER 0 ________________________________________________________ (8) SHARED DISPOSITIVE POWER See Row 6 above. _______________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. _______________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _______________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.98%. (Based on 58,480,908 shares of Common Stock issued and outstanding as reported on the Issuer's latest 10Q filed on November 9, 2004, plus the Reporting Persons' shares of Common Stock issuable upon the conversion of the Debentures.) _______________________________________________________________________ (12) TYPE OF REPORTING PERSON ** IN _______________________________________________________________________ _______________________________________________________________________ (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Henry Swieca _______________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [ ] _______________________________________________________________________ (3) SEC USE ONLY _______________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States _______________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 0 SHARES ________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 29 shares of Common Stock EACH $125,000,000 aggregate principal amount of 5.75% Convertible Senior Debentures due 2024 (convertible REPORTING into 4,389,004 shares of Common Stock (conversion rate of 231.0002 shares per $1,000 principal amount). PERSON WITH See footnote 1 in Item 4. ________________________________________________________ (7) SOLE DISPOSITIVE POWER 0 ________________________________________________________ (8) SHARED DISPOSITIVE POWER See Row 6 above. _______________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. _______________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] _______________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.98%. (Based on 58,480,908 shares of Common Stock issued and outstanding as reported on the Issuer's latest 10Q filed on November 9, 2004, plus the Reporting Persons' shares of Common Stock issuable upon the conversion of the Debentures.) _______________________________________________________________________ (12) TYPE OF REPORTING PERSON ** IN _______________________________________________________________________ Item 1. (a) Name of Issuer Tower Automotive Inc. (b) Address of Issuer's Principal Executive Offices: 27175 Haggerty Road Novi, MI 48377 Item 2(a). Name of Person Filing Item 2(b). Address of Principal Business Office Item 2(c). Citizenship This Schedule 13G is being filed on behalf of each of the following persons (each, a "Reporting Person"): Highbridge International LLC The Cayman Corporate Centre, 4th Floor 27 Hospital Road George Town, Grand Cayman Cayman Islands, British West Indies Citizenship: Cayman Islands, British West Indies Highbridge Capital Corporation The Cayman Corporate Centre, 4th Floor 27 Hospital Road George Town, Grand Cayman Cayman Islands, British West Indies Citizenship: Cayman Islands, British West Indies Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: State of Delaware Glenn Dubin c/o Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: United States Henry Swieca c/o Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: United States (d) Title of Class of Securities Common Stock, par value $.01 per share (e) CUSIP Number 891707101 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [X] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] Item 4. Ownership (a) Amount Beneficially Owned 29 shares of Common Stock $125,000,000 aggregate principal amount of 5.75% Convertible Senior Debentures due 2024 (convertible into 4,389,004 shares of Common Stock (conversion rate of 231.0002 shares per $1,000 principal amount)). /1/ (b) Percent of Class Approximately 6.98%. (Based on 58,480,908 shares of Common Stock issued and outstanding as reported on the Issuer's latest 10Q filed on November 9, 2004, plus the Reporting Persons' shares of Common Stock issuable upon the conversion of the Debentures.) (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: -0- (ii) Shared power to vote or to direct the vote See item (a) above. (iii) Sole power to dispose or to direct the disposition of -0- (iv) Shared power to dispose or to direct the disposition of See item (a) above. /1/ Highbridge International LLC is a wholly owned subsidiary of Highbridge Capital Corporation. Highbridge Capital Management, LLC is the trading manager of Highbridge Capital Corporation. Highbridge Capital Management, LLC is exempt from registration as an investment adviser. Glenn Dubin is a Managing Partner of Highbridge Capital Management, LLC. Henry Swieca is a Managing Partner of Highbridge Capital Management, LLC. The persons at Highbridge Capital Management, LLC who actually exercise the power to dispose of and the power to vote the investments of Highbridge Capital Corporation are registered as registered representatives of Highbridge Capital Corporation, a registered broker/dealer. As of the date of this Schedule, the Debentures reported herein by the Reporting Persons may acquire in the future through the conversion of the $125,000,000 aggregate principal amount of 5.75% Convertible Debentures due May 15, 2024 of the Issuer, which may be converted by the Reporting Persons at any time prior to and including May 15, 2024 (the "Maturity Date") into 4,389,004 shares of the Issuer's common stock (the Debentures are convertible into 231.0002 shares of common stock, per $1,000 principal amount). Based on the Issuer's latest Form 10Q filed on November 9, 2004, there were 58,480,908 shares of Common Stock outstanding as of November 2,2004. Therefore, with the issuer's outstanding shares of Common Stock plus the Reporting Persons' shares of Common Stock issuable upon the conversion of the Debentures, the Reporting Persons may be deemed to beneficially own 6.98% of the outstanding shares of common stock of the Issuer. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Item 5. Ownership of Five Percent or Less of a Class Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company See Item 2 above. Item 8. Identification and Classification of Members of the Group See Item 2 above. Item 9. Notice of Dissolution of Group Not applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated this 14th day of February, 2005 Highbridge International LLC By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Director Highbridge Capital Corporation By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Controller Highbridge Capital Management, LLC By: /s/ Ronald S. Resnick ------------------------------------- Ronald S. Resnick, Managing Partner /s/ Glenn Dubin - ------------------------------------- Glenn Dubin /s/ Henry Swieca - ------------------------------------- Henry Swieca Exhibit Index ------------- Exhibit Description ------- ----------- 1 Joint Filing Agreement EX-1 2 exhbt-i.txt JOINT FILING AGREEMENT EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, of Tower Automotive, Inc. is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: February 14, 2005 Highbridge International LLC By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Director Highbridge Capital Corporation By: /s/ Howard Feitelberg ------------------------------------- Howard Feitelberg, Controller Highbridge Capital Management, LLC By: /s/ Ronald S. Resnick ------------------------------------- Ronald S. Resnick, Managing Partner /s/ Glenn Dubin - ------------------------------------- Glenn Dubin /s/ Henry Swieca - ------------------------------------- Henry Swieca -----END PRIVACY-ENHANCED MESSAGE-----