UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 28, 2007
TOWER AUTOMOTIVE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
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1-12733
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41-1746238 |
(Commission File Number)
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(IRS Employer Identification No.) |
27175 HAGGERTY ROAD, NOVI, MICHIGAN 48377
(Address of Principal Executive Offices) (Zip Code)
(248) 675-6000
(Registrants Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4 (c)) |
TABLE OF CONTENTS
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On March 28, 2007, Tower Automotive, Inc. (the Company) obtained approval by the lenders
under its Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement dated January 23,
2007, as amended, (the DIP Agreement) the first amendment to the DIP Agreement (the Amendment).
The Amendment is effective as of March 9, 2007. The Amendment amends Section 5.01(a) of the
Credit Agreement by inserting the following parenthetical clause immediately after the words end
of each fiscal year appearing in the first line thereof: (or, in the case of the fiscal year
ended December 31, 2006, on or before June 29, 2007). A copy of the Amendment is filed herewith
as Exhibit 99.1 and is incorporated herein by reference.
All statements, other than statements of historical fact, included in this Form 8-K or incorporated
by reference herein, are, or may be deemed to be, forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
as amended (the Exchange Act). When used in this Form 8-K, the words anticipate, believe,
estimate, expect, intends, project, plan and similar expressions, as they relate to the
Company, are intended to identify forward-looking statements. Such forward-looking statements are
based on the beliefs of the Companys management as well as on assumptions made by and information
currently available to the Company at the time such statements were made. Various economic and
competitive factors could cause actual results to differ materially from those discussed in such
forward-looking statements, including factors which are outside the control of the Company, such as
risks relating to: (i) confirmation of a plan of reorganization under the Bankruptcy Code, which
would allow the Company to reduce unsustainable debt and other liabilities and simplify the
Companys complex and restrictive capital structure; (ii) the Companys reliance on major customers
and selected vehicle platforms; (iii) the cyclicality and seasonality of the automotive market;
(iv) the failure to realize the benefits of acquisitions and joint ventures; (v) the Companys
ability to obtain new business on new and redesigned models; (vi) the Companys ability to achieve
the anticipated volume of production from new and planned supply programs; (vii) the general
economic or business conditions affecting the automotive industry (which is dependent on consumer
spending), either nationally or regionally, being less favorable than expected; (viii) the
Companys failure to develop or successfully introduce new products; (ix) increased competition in
the automotive components supply market; (x) unforeseen problems associated with international
sales, including gains and losses from foreign currency exchange; (xi) implementation of or changes
in the laws, regulations or policies governing the automotive industry that could negatively affect
the automotive components supply industry; (xii) changes in general economic conditions in the
United States, Europe and Asia; (xiii) various other factors beyond the Companys control; and
(xiv) those risks set forth in the Companys Annual Report on Form 10-K in Item IA, Part I. All
subsequent written and oral forward-looking statements attributable to the Company or persons
acting on behalf of the Company are expressly qualified in their entirety by such cautionary
statements.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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99.1 |
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First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty |
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Agreement. |