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 Retirement Plan
Tower Automotive, Inc.
27175 Haggerty Road
Novi, Michigan 48377
TOWER AUTOMOTIVE RETIREMENT PLAN
FINANCIAL REPORT
DECEMBER 31, 2003
TOWER AUTOMOTIVE RETIREMENT 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 Retirement Plan
Novi, Michigan
We have audited the accompanying statement of net assets available for benefits
of the Tower Automotive Retirement 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 Retirement 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 9, 2004
1
TOWER AUTOMOTIVE RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
---------------------------
2003 2002
------------ ------------
ASSETS
Participant-directed investments:
Money market fund $ 423,660 $ 337,363
Mutual funds 84,330,991 59,882,893
Tower Automotive, Inc. common stock 9,793,161 6,302,925
Pooled separate account 26,747,739 26,009,546
Participant loans 3,204,994 2,694,964
------------ ------------
Total participant-directed investments 124,500,545 95,227,691
Receivables:
Employer contributions 3,854,737 5,011,506
Employee contributions 300,594 233,697
------------ ------------
Total receivables 4,155,331 5,245,203
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $128,655,876 $100,472,894
============ ============
See Notes to Financial Statements. 2
TOWER AUTOMOTIVE RETIREMENT 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 $ 1,044,586
Net appreciation in fair value of investments in:
Mutual funds 16,845,198
Tower Automotive, Inc. common stock 4,151,886
Pooled separate account 1,153,501
------------
Total investment income 23,195,171
Contributions:
Employer 7,472,841
Employee 8,114,102
Rollover 354,151
------------
Total contributions 15,941,094
------------
Total additions 39,136,265
DEDUCTIONS FROM NET ASSETS AVAILABLE FOR BENEFITS
Benefits paid directly to participants 10,940,405
Investment expenses 73,760
------------
Total deductions 11,014,165
------------
NET INCREASE IN NET ASSETS PRIOR TO TRANSFERS 28,122,100
TRANSFERS (Note 1) 60,882
------------
NET INCREASE IN NET ASSETS 28,182,982
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 100,472,894
------------
End of year $128,655,876
============
See Notes to Financial Statements. 3
TOWER AUTOMOTIVE RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 1 - DESCRIPTION OF THE PLAN
The following description of the Tower Automotive Retirement 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 and 401(k)
plan covering substantially all nonunion employees of R. J. Tower
Corporation and its subsidiaries (the "Company"), the Plan's sponsor.
Eligible employees can become participants in the 401(k) portion of the
Plan on the first day of the month following the completion of 60 days of
employment and attaining age 18. Upon participation in the 401(k) portion
of the Plan, employees become eligible to receive discretionary matching
contributions from the Company. Employees become eligible to receive
discretionary annual profit-sharing contributions from the Company on the
first day of the month following the completion of one year of service
with at least 1,000 total hours. 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 in the plan agreement. The Plan also allows
participants to transfer funds from other qualified plans into the Plan.
During the plan year ended December 31, 2003, $60,882 was transferred from
other Company qualified plans into the Plan.
The Company makes a discretionary matching contribution based on the
participant's contribution. This matching contribution amount is
determined annually. The Company elected to make safe harbor matching
contributions of 100 percent of the first 3 percent of each employee's
eligible wages deferred, plus 50 percent of the next 2 percent of each
employee's eligible wages deferred.
The Company also may make an annual discretionary profit-sharing
contribution in an amount determined by the Board of Directors of the
Company.
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,
4
TOWER AUTOMOTIVE RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
ensures that all government and participant reporting requirements are
fulfilled, and approves certain distributions from the Plan to
participants.
NOTE 1 - DESCRIPTION OF THE PLAN (CONTINUED)
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. Participant's 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.
VESTING - Participants' contributions to the Plan and employer-matching
contributions are always fully vested and nonforfeitable. Participants
become fully vested in the Company's discretionary profit-sharing
contributions after the completion of three years of service, as defined
in the Plan.
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 (15 years for purchase of a
primary residence). Principal and interest is paid ratably through payroll
deductions.
PAYMENT OF BENEFITS - Upon termination of service, a participant may
receive the value of the vested interest in his or her account as a
lump-sum distribution. In-service withdrawals are also allowed under the
terms of the Plan under certain circumstances.
FORFEITED ACCOUNTS - Forfeited balances of terminated participants'
nonvested accounts are used to pay the administrative expenses of the Plan
for the plan year in which the forfeiture occurs or the following plan
year.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING -The accompanying financial statements of the Plan are
prepared under the accrual basis of accounting.
ASSETS AND LIABILITIES - Accounting policies relative to the basis of
recording assets and liabilities conform to Department of Labor
guidelines. The fair
5
TOWER AUTOMOTIVE RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
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 trustee are paid out of plan assets. All other
expenses incurred in conjunction with the Plan are paid by the Company.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
NOTE 3 - INVESTMENTS
The fair value of significant individual investments at December 31, 2003
and 2002 is as follows:
2003 2002
----------- -----------
Pooled separate account - New York
Life Anchor Account $26,747,739 $26,009,546
Mutual funds:
PIMCO Total Return Fund 8,862,128 7,670,129
AIM Basic Value Fund 12,337,648 8,478,619
6
TOWER AUTOMOTIVE RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
Eclipse Indexed Equity Fund - 9,487,235
MainStay S&P 500 Index Fund 12,593,653 -
MainStay A Total Return Fund - 5,028,764
AIM Small Cap Growth Fund 10,568,273 7,076,039
Federated Capital Appreciation Fund 9,228,230 7,873,069
Employer common stock - Tower
Automotive, Inc. 9,793,161 6,302,925
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 Trust Company is the trustee, as defined by the Plan; therefore,
these transactions qualify as party-in-interest transactions.
Participants may elect to invest in Tower Automotive, Inc. common stock.
Tower Automotive, Inc. is the parent of the sponsor of the Plan.
NOTE 5 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
termination, participants will become 100 percent vested and amounts
credited to participants' accounts will be distributed to participants in
accordance with the Plan's provisions.
NOTE 6 - TAX STATUS
The Plan obtained its latest determination letter dated March 22, 2002, 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 and restated since receiving the
determination letter. However, after consultation 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.
7
TOWER AUTOMOTIVE RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 7 - RECONCILIATION WITH FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to Form 5500 at December 31, 2003 and 2002:
2003 2002
------------- -------------
Net assets available for benefits per financial
statements $ 128,655,876 $ 100,472,894
Less participant loans in default - (16,668)
Less contributions receivable at December 31 (4,155,331) (5,245,203)
------------- -------------
Net assets available for
benefits per Form 5500 $ 124,500,545 $ 95,211,023
============= =============
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 $ 8,114,102 $ 7,472,841
Less contributions receivable at
December 31, 2003 (300,594) (3,854,737)
Plus contributions receivable at
December 31, 2002 233,697 5,011,506
----------- -----------
Employee contributions per Form 5500 $ 8,047,205 $ 8,629,610
=========== ===========
Contributions made after year end were accrued as receivables on the
financial statements as of December 31. Contributions are recognized when
received on Form 5500.
The following is a reconciliation of benefits paid per the financial
statements to Form 5500 for the year ended December 31, 2003:
Benefits paid per financial statements $ 10,940,405
Less defaulted participant loans recognized in previous years on
Form 5500 (16,668)
------------
Benefits paid per Form 5500 $ 10,923,737
============
8
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500, SCHEDULE H, ITEM 4i
EIN 38-1521832, PLAN 002
DECEMBER 31, 2003
(a)(b)
Identity of Issuer, (c) (e)
Borrower, Description of Investment (Including Maturity Date, (d) Current
Lessor, or Similar Party Rate of Interest, Par, or Maturity Value) Cost Value
------------------------ --------------------------------------------------- ---- ------------
New York Life Trust Pooled separate account - New York Life Anchor
Company Account * $ 26,747,739
Mutual funds:
PIMCO Total Return Fund * 8,862,128
MainStay Asset Manager Fund * 5,755,965
AIM Basic Value Fund * 12,337,648
MainStay S&P 500 Index Fund * 12,593,653
Franklin Balance Sheet Investment Fund * 2,953,927
MainStay A MAP Fund * 1,603,580
Artisan Mid Cap Fund * 4,180,236
AIM Small Cap Growth Fund * 10,568,273
Federated Capital Appreciation Fund * 9,228,230
Fidelity Advisor Value Strategies Fund * 5,132,992
Goldman Sachs Mid Cap Value Fund * 2,071,982
Oppenheimer Capital Appreciation Fund * 3,236,341
Artisan International Fund * 5,806,036
Money market fund - MainStay Cash Reserves Fund * 423,660
Tower Automotive, Inc. Employer common stock - Tower Automotive, Inc. * 9,793,161
Participants Participant loans - Bearing interest at rates
ranging from 5.00 percent to 11.84 percent - 3,204,994
------------
Total investments $124,500,545
============
* Cost information not required
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 Retirement 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