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 Union 401(k) Plan
Tower Automotive, Inc.
27175 Haggerty Road
Novi, Michigan 48377
TOWER AUTOMOTIVE UNION
401(k) PLAN
FINANCIAL REPORT
DECEMBER 31, 2003
TOWER AUTOMOTIVE UNION 401(k) 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 4-10
SCHEDULE 1 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES 11
INDEPENDENT AUDITOR'S CONSENT
Independent Auditor's Report
To the Administrative Committee
Tower Automotive Union 401(k) Plan
Novi, Michigan
We have audited the accompanying statement of net assets available for benefits
of the Tower Automotive Union 401(k) 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 Union 401(k) 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 basic
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 UNION 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
-------------------------
2003 2002
----------- -----------
ASSETS
Participant-directed investments:
Pooled separate account $11,371,097 $ 9,026,856
Mutual funds 39,879,805 27,240,560
Money market fund 150,119 63,334
Tower Automotive, Inc. common stock 2,893,372 1,278,302
Participant loans 3,786,055 3,009,459
----------- -----------
Total participant-directed investments 58,080,448 40,618,511
Receivables:
Employer contributions 354,381 2,317,671
Employee contributions 124,437 114,114
----------- -----------
Total receivables 478,818 2,431,785
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $58,559,266 $43,050,296
=========== ===========
See Notes to Financial Statements.
2
TOWER AUTOMOTIVE UNION 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2003
ADDITIONS TO NET ASSETS
Investment income:
Interest and dividends $ 605,737
Net appreciation in fair
value of investments in:
Mutual funds 7,521,624
Pooled separate account 456,760
Tower Automotive, Inc. common stock 1,239,827
------------
Total investment income 9,823,948
Contributions:
Employer 1,850,118
Employee 6,002,638
Rollover 22,295
------------
Total contributions 7,875,051
------------
Total additions 17,698,999
DEDUCTIONS FROM NET ASSETS
Benefits paid directly to participants 2,096,883
Investment expenses 44,969
------------
Total deductions 2,141,852
------------
NET INCREASE IN NET ASSETS PRIOR TO TRANSFERS 15,557,147
TRANSFERS (Note 1) (48,177)
------------
NET INCREASE IN NET ASSETS 15,508,970
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 43,050,296
------------
End of year $ 58,559,266
============
See Notes to Financial Statements.
3
TOWER AUTOMOTIVE UNION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 1 - DESCRIPTION OF THE PLAN
The following description of the Tower Automotive Union 401(k) 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 plan under Section
401(k) of the Internal Revenue Code that covers certain union
employees of R.J. Tower Corporation and subsidiaries (the
"Company"), the Plan's sponsor. Eligible employees can become
participants on the first day of the month or quarter, as
applicable, following the date on which the Plan's eligibility
requirements are met. 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 and as limited by
the participant's related union agreement. The Plan also allows
participants to transfer funds from other qualified plans into the
Plan. During the plan year ended December 31, 2003, $48,177 was
transferred from the Plan into other Company qualified plans.
The Company may make a matching contribution based on the
participant's contributions. This matching contribution amount is
determined by a collective bargaining agreement with the covered
unions. The Company may also make a profit-sharing contribution as
determined in accordance with the collective bargaining agreements.
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, ensures that all government and participant
reporting requirements are fulfilled, and approves all distributions
from the Plan to participants.
4
TOWER AUTOMOTIVE UNION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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. Participants direct the investment of
their accounts among various investment options offered by the Plan.
Allocations to participant accounts are based on compensation or
account balances, as specified by the plan agreement. The benefit to
which a participant is entitled is the benefit that can be provided
from the participant's vested account.
VESTING - Participants are immediately vested in their voluntary
contributions plus actual earnings thereon. Vesting in the employer
contribution accounts is based on years of continuous service, as
follows:
Business Unit Matching Profit-Sharing
------------- -------- --------------
Bluffton None None
Clinton None 100% at all times
Corydon 100% at all times 20% per year (fully vested
at five years)
Granite City - Carpenters' Union 100% at all times 100% after three years
Granite City - UAW Local 3602 100% at all times 100% after three years
Greenville 100% at all times None
Kendallville 100% at all times 100% after three years
Plymouth 100% at all times 100% after three years
Milan 100% at all times 100% after three years
Traverse City 100% at all times 100% after three years
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, if
5
TOWER AUTOMOTIVE UNION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
permitted by collective bargaining agreement). Principal and
interest is paid ratably through payroll deductions.
PAYMENT OF BENEFITS - Upon termination of service, a participant may
elect to receive either a lump-sum amount equal to the value of the
participant's vested interest in his or her account, or periodic
installments, as determined by the collective bargaining unit.
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 first used to reduce Company contributions
with any remaining forfeitures being used to pay administrative
expenses.
AMENDMENTS - The Plan was amended effective October 6, 2002 to
reflect a new collective bargaining agreement between the Company
and its Corydon, Indiana union colleagues.
6
TOWER AUTOMOTIVE UNION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements of the
Plan have been prepared on 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 value of the pooled separate accounts is based
on the quoted market prices of the underlying assets. Investments in
money market and mutual funds and shares of common stock are valued
at market value as determined by quoted market prices. Participant
loans are stated at face value, which approximates fair value.
ADDITIONS, DEDUCTIONS, AND CHANGES IN NET ASSETS - Additions and
deductions are recorded as earned and incurred. Since assets of the
Plan are recorded at fair value, unrealized appreciation or
depreciation of plan assets for the year is recorded in the
statement of changes in net assets available for benefits.
Contributions are recorded on the accrual basis in the plan year to
which the contribution applies. Distributions to beneficiaries are
recorded when distributed by the Plan. Administrative expenses are
recorded when incurred.
ADMINISTRATIVE EXPENSES - Certain administrative expenses and
withdrawal fees charged by the Plan's trustee are paid out of plan
assets. All other expenses incurred in conjunction with the Plan are
paid by the Company.
USE OF ESTIMATES - The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
additions and deductions during the reporting period. Actual results
could differ from those estimates.
7
TOWER AUTOMOTIVE UNION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 3 - INVESTMENTS
The fair value of significant individual investments at December 31,
2003 and 2002 is as follows:
2003 2002
----------- -----------
Pooled separate account - New York Life
Anchor Account $11,371,097 $ 9,026,856
Mutual funds:
PIMCO Total Return Fund 3,905,405 2,962,517
AIM Basic Value Fund 5,425,203 3,552,493
Eclipse Indexed Equity Fund - 4,708,398
MainStay A Total Return Fund - 2,819,448
Federated Capital Appreciation Fund 6,926,958 4,915,536
Oppenheimer Capital Appreciation Fund 3,288,994 2,357,550
AIM Small Cap Growth Fund 3,327,772 2,050,422
Mainstay Asset Manager Fund 3,670,887 -
Mainstay S&P 500 Index Fund 6,655,821 -
NOTE 4 - RELATED PARTY TRANSACTIONS
Certain plan investments are shares of a pooled separate account,
mutual funds, and a money market fund managed by New York Life Trust
Company. New York Life Trust Company is the trustee, as defined by
the Plan; therefore, these transactions qualify as party-in-interest
transactions.
Participants may elect to invest in Tower Automotive, Inc. common
stock. Tower Automotive, Inc. is the parent company 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.
8
TOWER AUTOMOTIVE UNION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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 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.
NOTE 7 - RECONCILIATION WITH FORM 5500
The following is a reconciliation of net assets available for plan
benefits per the financial statements to Form 5500:
2003 2002
------------ ------------
Net assets available for benefits per financial
statements $ 58,559,266 $ 43,050,296
Less participant loans in default - (34,045)
Less contributions receivable at December 31 (478,818) (2,431,785)
------------ ------------
Net assets available for
benefits per Form 5500 $ 58,080,448 $ 40,584,466
============ ============
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 $ 6,002,638 $ 1,850,118
Less contributions receivable at December 31, 2003 (124,437) (354,381)
Plus contributions receivable at December 31, 2002 114,114 2,317,671
----------- -----------
Employee contributions per
Form 5500 $ 5,992,315 $ 3,813,408
=========== ===========
Contributions made after year end were accrued as receivables on the
financial statements as of December 31. Contributions are recognized
when received on the Form 5500.
9
TOWER AUTOMOTIVE UNION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
NOTE 7 - RECONCILIATION WITH FORM 5500 (CONTINUED)
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 $ 2,096,883
Less defaulted participant loans recognized in previous
years on Form 5500 (34,045)
-----------
Benefits paid per Form 5500 $ 2,062,838
===========
10
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FORM 5500, SCHEDULE H, ITEM 4i
EIN 38-1521832, PLAN 004
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
Company Anchor Account * $11,371,097
Mutual funds:
PIMCO Total Return Fund * 3,905,405
Mainstay Asset Manager Fund * 3,670,887
AIM Basic Value Fund * 5,425,203
Mainstay S&P 500 Index Fund * 6,655,821
Franklin Balance Sheet Investment Fund * 903,066
AIM Small Cap Growth Fund * 3,327,772
Artisan Mid Cap Fund * 2,047,205
Mainstay A MAP Fund * 417,379
Federated Capital Appreciation Fund * 6,926,958
Fidelity Advisor Value Strategies Fund * 664,471
Goldman Sachs Mid Cap Value Fund * 387,354
Oppenheimer Capital Appreciation Fund * 3,288,994
Artisan International Fund * 2,259,290
Money market account - MainStay Cash Reserves Fund * 150,119
Tower Automotive, Inc. Employer common stock - Tower Automotive, Inc. * 2,893,372
Participants Participant loans - Bearing interest at rates ranging
from 5.00 percent to 10.50 percent - 3,786,055
---------
Total investments $58,080,448
===========
* Cost information not required
11
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 Union 401(k) Plan
DATE June 28, 2004 /s/Christopher T. Hatto
--------------------------------------------
Christopher T. Hatto, Chief Accounting
Officer of Tower Automotive, Inc.
12
EXHIBIT INDEX
Ex No DESCRIPTION
----- -----------
23 Independent Auditor's Consent