UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): DECEMBER 28, 2001
TOWER AUTOMOTIVE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-12733 41-1746238
(Commission File Number) (I.R.S. Employer Identification No.)
5211 CASCADE ROAD SE - SUITE 300, GRAND RAPIDS, MICHIGAN 49546
(Address of Principal Executive Offices) (Zip Code)
(616) 802-1600
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On December 28, 2001, the Registrant issued a press release disclosing
restructuring and asset impairment charges to be recorded in the fourth quarter
2001. A copy of this press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
As described in the press release, Tower Automotive, Inc. has stated
that it will be taking restructuring and impairment charges totaling $289
million in the fourth quarter ended December 31, 2001. Of this amount, $277
million relates to non-cash charges associated with goodwill and other asset
impairments. The Company expects that the cash charges recorded will be
recovered with operating savings by the end of its 2002 fiscal year. The Company
previously announced other fourth quarter charges of $95 million associated with
the closure of its Sebewaing, Michigan facility. The Company also indicated that
it continues to evaluate the potential discontinuance of all manufacturing
processes currently performed at its Milwaukee Press Operations facility.
The first portion of the restructuring charge relates to consolidation
of technical activities and a reduction of other salaried colleagues pertaining
to a reorganization of the Company's U.S. and Canada operations. The reduction
affects 215 engineering, finance, information technology and human resource
colleagues in the Company's technical and administrative centers in Novi,
Rochester Hills, and Grand Rapids, Michigan; Milwaukee, Wisconsin; and its U.S.
and Canada manufacturing locations. This portion of the restructuring will
result in a charge of $17 million, the cash portion of which is $9.8 million.
The reduction in the salaried colleague workforce should be completed by third
quarter 2002.
The second portion of the restructuring charge will be approximately
$69 million, of which only $2.4 million is cash, related to the relocation of
some component manufacturing from the Company's Milwaukee Press Operations to
other Tower locations.
The Company also will record non-cash charges of approximately $203
million related to the impairment of goodwill and underutilized assets at
certain business locations, and the carrying value of an under-performing
investment.
In October 2001, Tower Automotive previously announced the closure of
its Sebewaing, Michigan facility by March 2002, resulting in approximately $23
million of fourth quarter cash charges and $72 million in non-cash charges.
The combination of the Sebewaing closure and the restructuring and
impairment charges announced today result in total fourth quarter pre-tax
charges of approximately $384 million, the cash portion of which is $35 million
and the non-cash portion of which is $349 million.
The combined fourth quarter non-cash charges include fixed asset
impairment charges of $91 million, goodwill reduction of $196 million, a
reduction in the carrying value of investments of $46 million, and an increase
in estimated long-term employee benefit accruals of $16 million. The Company
expects a reduction of approximately $4.5 million in depreciation expense as a
result of the asset impairment charges being recorded. As the Company intends to
adopt Statement of Financial Accounting Standards No. 142 in the first quarter
of 2002, it will cease recording periodic amortization of goodwill at that time.
In addition to the reorganization and realignment actions noted above,
early in December Tower Automotive informed the unions representing its
Milwaukee Press Operations colleagues that the site's management team will
recommend the discontinuance of all stamping and ancillary processes currently
performed at the facility and the relocation of that work to other Tower
Automotive plants or Tier II suppliers. Tower Automotive is presently in
discussions with the leadership of these unions related to this recommendation,
and expects to finalize a decision early in first quarter 2002. Approximately 40
salaried colleagues and 450 hourly colleagues would be affected by a closure of
the Milwaukee Press Operations, with anticipated cash closure costs of $10
million to $20 million and additional impairment charges of $50 million to $60
million. The company intends to continue the assembly of frames for the Dodge
Ram and Ford Ranger trucks at its Milwaukee facilities.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press release dated December 28, 2001 - Tower Automotive
Announces Restructuring and Impairment Charges; Continues to
Evaluate Milwaukee Press Operations
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
TOWER AUTOMOTIVE, INC.
Date: January 3, 2002 By: /s/ Anthony A. Barone
---------------------------------------------
Name: Anthony A. Barone
Title: Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)