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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
     
o   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 Products Savings Investment Plan
Tower Automotive, Inc.
27175 Haggerty Road
Novi, Michigan 48377
 
 

 


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Tower Automotive Products
Savings Investment Plan
Financial Report
December 31, 2005

 


 

Tower Automotive Products Savings Investment Plan
         
    Contents
    1  
 
       
    2  
 
       
    3  
 
       
Notes to Financial Statements
    4-8  
 
       
    9  
 Consent of Independent Registered Public Accounting Firm

 


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Report of Independent Registered Public Accounting Firm
To the Administrative Committee
Tower Automotive Products
Savings Investment Plan
Novi, Michigan
We have audited the accompanying statement of net assets available for benefits of the Tower Automotive Savings Investment Plan as of December 31, 2005 and 2004 and the related statement of changes in net assets available for benefits for the years then ended. 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 Savings Investment Plan as of December 31, 2005 and 2004 and the changes in net assets available for benefits for the years then ended, 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 at end of year as of December 31, 2005 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
May 19, 2006

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Tower Automotive Products Savings Investment Plan
Statement of Net Assets Available for Benefits
                 
    December 31  
    2005     2004  
Assets
               
Participant-directed investments at fair value:
               
 
Money market fund
  $ 73,117     $ 18,059  
 
Pooled separate account
    3,636,025       4,714,835  
 
Mutual funds
    7,234,083       8,245,595  
 
Tower Automotive, Inc. common stock
    11,707       344,980  
 
Participant loans
    7,854       67,272  
 
           
 
               
Total participant-directed investments
    10,962,786       13,390,741  
 
               
Receivables:
               
 
Employer contributions
    35,209       64,170  
 
Employee contributions
    2,053       6,889  
 
           
 
               
Total receivables
    37,262       71,059  
 
           
 
               
Net Assets Available for Benefits
  $ 11,000,048     $ 13,461,800  
 
           
         
See Notes to Financial Statements.   2    

 


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Tower Automotive Products Savings Investment Plan
Statement of Changes in Net Assets Available for Benefits
                 
    Year Ended December 31  
    2005     2004  
Additions to Net Assets Available for Benefits
               
Investment income:
               
 
               
Interest and dividends
  $ 315,030     $ 122,183  
Net appreciation (depreciation) in fair value of investments in:
               
 
               
Mutual funds
    150,386       593,941  
 
               
Pooled separate account
    168,157       180,513  
Tower Automotive, Inc. common stock
    (402,585 )     (703,103 )
 
           
 
               
Total investment income
    230,988       193,534  
 
               
Contributions:
               
 
               
Employer
    35,209       64,170  
 
               
Employee
    222,038       341,937  
 
           
 
               
Total contributions
    257,247       406,107  
 
           
 
               
Total additions
    488,235       599,641  
 
               
Deductions from Net Assets Available for Benefits
               
 
               
Benefits paid directly to participants
    2,948,685       1,800,659  
 
               
Administrative expenses
    1,302       28,605  
 
           
 
               
Total deductions
    2,949,987       1,829,264  
 
           
 
               
Net Decrease in Net Assets
    (2,461,752 )     (1,229,623 )
 
               
Net Assets Available for Benefits
               
 
               
Beginning of year
    13,461,800       14,691,423  
 
           
 
               
End of year
  $ 11,000,048     $ 13,461,800  
 
           
         
See Notes to Financial Statements.   3    

 


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Tower Automotive Products Savings Investment Plan
Note 1 — Description of the Plan
The following description of the Tower Automotive Products Savings Investment 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 plan covering certain union employees of Tower Automotive Products Company, Inc. (the “Company”). The Plan is sponsored by R.J. Tower Corporation (the “Sponsor”), the parent of the Company. Eligible employees can become participants in the Plan upon completion of the probationary period specified in the collective bargaining agreement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
On February 2, 2005, Tower Automotive, Inc. (the Parent of the Sponsor) and its US subsidiaries, including the Company and the Sponsor (collectively “the Debtors”), filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court Southern District of New York. The Debtors are operating their businesses as debtors-in-possession pursuant to the Bankruptcy Code. An official committee of unsecured creditors has been appointed.
The Debtors have requested that the Bankruptcy Court approve payment of certain pre-petition liabilities including employee wages and benefits. Since the filing, all orders sufficient to enable the Debtors to conduct normal business activities, including the approval of the Debtors’ financing have been entered by the Bankruptcy Court. While the Debtors are subject to Chapter 11, all transactions of the Debtors outside the ordinary course of business will require the prior approval of the Bankruptcy Court.
It is unclear what impact, if any, this will have on the Company’s workforce and the Plan. These financial statements do not include any adjustments or disclosure appropriate for a terminating plan as the Sponsor has no intention nor has taken any actions necessary to terminate the Plan.
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. The Plan also allows participants to transfer funds from other qualified plans into the Plan.
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 union. Participants must generally be employed as of the last day of the plan year in order to share in Company-matching contributions. A participant whose employment terminated during the plan year after reaching age 65, because of death or disability, or as a direct result of job abolition or permanent reduction in personnel is also eligible to share in matching contributions.
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 and ensures that all government and participant reporting requirements are fulfilled, and approves all distributions from the Plan to participants.
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.

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Tower Automotive Products Savings Investment Plan
Vesting — Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Company-matching contribution account is based on years of service as defined in the Plan, as follows:
         
    Vesting
Years of Service   Percentage
Less than 2 years
    0  
2 years
    40  
3 years
    60  
4 years
    80  
5 years
    100  
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 non-forfeitable 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 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 payments, at least annually, of equal amounts of at least $600 over a period not to exceed 15 years. In-service withdrawals are also allowed under the terms of the Plan under certain circumstances.
Forfeited Accounts — Forfeited balances of terminated participants’ nonvested accounts may be used to reduce Company-matching contributions or pay the administrative expenses of the Plan for the plan year in which the forfeiture occurs or the next plan year.
Note 2 — Summary of Accounting Policies
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 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 valued at their outstanding balance, which approximates fair value.
The underlying asset of the pooled separate account is the Stable Value Account which is provided by New York Life Insurance Company. The Stable Value Account is valued at contract value, which approximates fair value due to the short maturity of the contract. Contract value represents investments at cost plus accrued interest income less amounts withdrawn to pay benefits.
The Stable Value Account is invested mostly in collateralized mortgage obligations, corporate and agency bonds, and mortgage backed securities.
Amounts contributed to the Stable Value Account earn a guaranteed interest rate as determined by New York Life Insurance Company and is guaranteed to be no less than 0 percent before any deduction for expenses. During the plan years ended December 31, 2005 and 2004, the crediting interest rate on the Stable Value Account was 4.43 percent and 4.38 percent, respectively.

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Tower Automotive Products Savings Investment Plan
Benefits Paid — Benefits are recorded when paid.
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.
Risks and Uncertainties — The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
New Accounting Pronouncements — In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (FSP). This FSP makes the definition of benefit-responsive more restrictive so that certain investment contracts currently reported at contract value may be reported at fair value. Management has not yet determined the impact this standard, which is effective for the plan year ending December 31, 2006, will have on the Plan’s financial statements.

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Tower Automotive Products Savings Investment Plan
Note 3 — Investments
The fair value of significant individual investments at December 31, 2005 and 2004 is as follows:
                 
    2005     2004  
Pooled separate account — New York Life Anchor Account
  $ 3,636,025     $ 4,714,835  
Mutual funds:
               
PIMCO Total Return Fund
    553,084       731,578  
AIM Small Cap Growth Fund
    1,348,435       1,923,892  
MainStay Income Manager Fund
    617,805       564,461  
 
               
MainStay S&P 500 Index Fund
    1,052,362       1,384,646  
Franklin Balance Sheet Investment Fund
    615,769       349,769  
Goldman Sachs Mid Cap Value Fund
    856,036       581,375  
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.
Until February 7, 2005, participants could elect to invest in Tower Automotive, Inc. common stock. Effective February 7, 2005, additional investments in Tower Automotive, Inc. common stock were suspended. 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.
The Company has closed several of its business units associated with the Plan between 2004 and 2006 as part of its operational restructuring to reduce excess capacity and improve operational efficiency. Due to these closures, a partial plan termination has occurred. All participants affected by these closures will become 100 percent vested in their account balances.
Note 6 — Tax Status
The Plan obtained its latest determination letter dated November 6, 2001, in which the Internal Revenue Service stated that the Plan, as then designed, and was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, after consulting 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.

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Tower Automotive Products Savings Investment Plan
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, 2005 and 2004:
                 
    2005     2004  
Net assets available for benefits per financial statements
  $ 11,000,048     $ 13,461,800  
Less contributions receivable
    (37,262 )     (71,059 )
 
           
 
               
Net assets available for benefits per Form 5500
  $ 10,962,786     $ 13,390,741  
 
           
The following is a reconciliation of contributions per the financial statements to Form 5500 for the year ended December 31, 2005:
                 
    Employee     Employer  
Contributions per financial statements
  $ 222,038     $ 35,209  
Less contributions receivable at December 31, 2005
    (2,053 )     (35,209 )
Plus contributions receivable at December 31, 2004
    6,889       64,170  
 
           
 
               
Contributions per Form 5500
  $ 226,874     $ 64,170  
 
           
The following is a reconciliation of contributions per the financial statements to Form 5500 for the year ended December 31, 2004:
                 
    Employee     Employer  
Contributions per financial statements
  $ 341,937     $ 64,170  
Less contributions receivable at December 31, 2004
    (6,889 )     (64,170 )
Plus contributions receivable at December 31, 2003
    13,193       70,293  
 
           
 
Contributions per Form 5500
  $ 348,241     $ 70,293  
 
           
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.
Note 8 — Subsequent Events
Substantially all participants in the Plan were employed at the company’s Milwaukee, WI, manufacturing facility. On March 31, 2006, all manufacturing operations at the Milwaukee facility ceased and substantially, all participants were laid off.

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Schedule of Assets Held at End of Year
Form 5500, Schedule H, Item 4i
EIN 38-1521832, Plan 015
December 31, 2005
                 
(a)(b)   (c)       (e)  
Identity of Issuer, 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   *   $ 3,636,025  
 
               
 
  Mutual funds:            
 
       PIMCO Total Return Fund   *     553,084  
 
       AIM Basic Value Fund   *     506,654  
 
       MainStay Income Manager Fund   *     617,805  
 
       Franklin Balance Sheet Investment Fund   *     615,769  
 
       MainStay A MAP Fund   *     80,459  
 
       MainStay S&P 500 Index Fund   *     1,052,362  
 
       AIM Small Cap Growth Fund   *     1,348,435  
 
       Federated Capital Appreciation Fund   *     504,066  
 
       Fidelity Advisor Value Strategies Fund   *     121,715  
 
       Artisan Mid Cap Fund   *     506,443  
 
       Oppenheimer Capital Appreciation Fund   *     94,667  
 
       Goldman Sachs Mid Cap Value Fund   *     856,036  
 
       Artisan International Fund   *     376,588  
 
  Money market fund — MainStay Cash Reserves Fund   *     73,117  
 
               
Tower Automotive, Inc.
  Common stock — Tower Automotive, Inc.   *     11,707  
Participants
  Participant loans — Bearing interest at rates ranging            
 
       from 5.00 percent to 10.50 percent       7,854  
 
             
 
               
 
                      Total investments       $ 10,962,786  
 
             
 
*   Cost information not required

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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 Products Savings Investment Plan    
 
       
DATE: June 20, 2006
  /s/ Christopher T. Hatto
 
Christopher T. Hatto, Corporate Controller and
   
 
  Chief Accounting Officer of Tower Automotive, Inc.    

 


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EXHIBIT INDEX
     
Exhibit No.   Description
23
  Consent of Independent Registered Public Accounting Firm