-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JXXo7Hn6VzaNMl9IkyRgmieckBCUfduPnPpP3Bq/kREtSdFxYSQAPMcPiqqROefP zlCs4DUV9j2Ac/ncT0fj2w== 0000745448-96-000011.txt : 19960613 0000745448-96-000011.hdr.sgml : 19960613 ACCESSION NUMBER: 0000745448-96-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960610 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOWER AUTOMOTIVE INC CENTRAL INDEX KEY: 0000925548 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 411746238 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45347 FILM NUMBER: 96579078 BUSINESS ADDRESS: STREET 1: 4508 IDS CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123422310 MAIL ADDRESS: STREET 1: 4508 IDS CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MASCOTECH INC CENTRAL INDEX KEY: 0000745448 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 382513957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 21001 VAN BORN RD CITY: TAYLOR STATE: MI ZIP: 48180 BUSINESS PHONE: 3132747405 MAIL ADDRESS: STREET 1: 21001 VAN BORN ROAD CITY: TAYLOR STATE: MI ZIP: 48180 FORMER COMPANY: FORMER CONFORMED NAME: MASCO INDUSTRIES INC DATE OF NAME CHANGE: 19930629 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.__) Tower Automotive, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of class of securities) 891707 10 1 (CUSIP number) John R. Leekley, General Counsel MascoTech, Inc., 21001 Van Born Road Taylor, Michigan 48180 313-274-7405 (Name, address and telephone number of person authorized to receive notices and communications) May 31, 1996 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) (Page 1 of 8 Pages) CUSIP NO. 891707-10-1 13D Page 2 of 8 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON MascoTech, Inc. 38-2513957 2) CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (A)[ ](B)[ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS 00 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7) SOLE VOTING POWER 0 8) SHARED VOTING POWER 785,000 9) SOLE DISPOSITIVE POWER 785,000 10) SHARED DISPOSITIVE POWER 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 985,000 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% 14) TYPE OF REPORTING PERSON CO CUSIP No. 891707-10-1 13D Page 3 of 8 Pages ITEM 1. SECURITY AND ISSUER. Common Stock, par value $.01 per share, of Tower Automotive, Inc. ("Tower"), 4508 IDS Center, Minneapolis, Minnesota 55402 ITEM 2. IDENTITY AND BACKGROUND. Information Relating to MascoTech, Inc. a) This Schedule is being filed by MascoTech, Inc., a Delaware corporation ("MascoTech"). b) The principal executive and business offices of MascoTech are located at 21001 Van Born Road, Taylor, Michigan 48180. c) MascoTech is a manufacturer and supplier of metal-worked products for the automotive industry. Information Relating to the Executive Officers and Directors of MascoTech. (a) and (b) (c) Present Principal Occupation Name and Business Address and Position with MascoTech Richard A. Manoogian Chairman of the Board and Chief 21001 Van Born Road Executive Officer of MascoTech Taylor, Michigan 48180 Peter A. Dow Private Investor; Director of 191 Ridge Road MascoTech Grosse Pointe Farms, Michigan 48236 Roger T. Fridholm President of The St. Clair The St. Clair Group Group; Director of MascoTech 15840 Lakeview Grosse Pointe, Michigan 48230 CUSIP No. 891707-10-1 13D Page 4 of 8 Pages (a) and (b) (continued) (c) (continued) Present Principal Occupation Name and Business Address and Position with MascoTech Eugene A. Gargaro, Jr. Vice President and Secretary of 21001 Van Born Road Masco Corporation; Director of Taylor, Michigan 48180 MascoTech Erwin H. Billig Director of MascoTech 21001 Van Born Road Taylor, Michigan 48180 John A. Morgan Partner, Morgan Lewis Githens 767 Fifth Avenue & Ahn, investment bankers; 44th Floor Director of MascoTech New York, New York 10153 Lee M. Gardner President and Chief 21001 Van Born Road Operating Officer of MascoTech Taylor, Michigan 48180 Timothy Wadhams Vice President, Controller 21001 Van Born Road and Treasurer of MascoTech Taylor, Michigan 48180 CUSIP No. 891707-10-1 13D Page 5 of 8 Pages General d) MascoTech has not been and, to the best of MascoTech's knowledge, none of the above-named persons has been convicted in a criminal proceeding during the last five years. e) MascoTech has not and, to the best of MascoTech's knowledge, none of the above-named persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. f) To the best of MascoTech's knowledge, all of the above-named individuals are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On May 31, 1996, MascoTech sold all of the capital stock of its subsidiary MascoTech Stamping Technologies, Inc. to a subsidiary of Tower and received in exchange cash, a promissory note, 785,000 shares of Tower common stock and warrants to purchase 200,000 shares of Tower common stock at a price of $18 per share. The closing price of Tower common stock on May 31, 1996 as reported in THE WALL STREET JOURNAL was $24-1/8 per share. ITEM 4. PURPOSE OF TRANSACTION. The 785,000 shares of Tower common stock and warrants to purchase 200,000 shares of Tower common stock at $18 per share were acquired by MascoTech as part of the consideration received by MascoTech for the sale of all of the capital stock of MascoTech's subsidiary MascoTech Stamping Technologies, Inc. MascoTech presently intends to dispose of the Tower common stock held by it, including the shares of common stock issuable upon exercise of the warrants, subject to market conditions and other factors. Tower has filed a registration statement with the Securities and Exchange Commission for an offering of Tower common stock, and MascoTech intends to sell up to 500,000 shares of Tower common stock in connec- tion with the offering by Tower. CUSIP No. 891707-10-1 13D Page 6 of 8 Pages ITEM 5. INTEREST IN SECURITIES OF ISSUER. None of the persons identified in response to Item 2 beneficially owns any shares of Tower common stock. As of May 31, 1996, MascoTech beneficially owned 985,000 shares of Tower common stock, of which (i) 785,000 shares were held directly, and (ii) 200,000 shares were issuable upon exercise of warrants (at a purchase price of $18 per share). Based on the number of shares of Tower common stock outstanding as reported in Tower's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, MascoTech may be deemed to be the beneficial owner of 8.9% of Tower common stock (including shares issuable upon exercise of the warrant). In connection with acquiring the shares of Tower common stock and warrants therefor, MascoTech entered into a Registration Rights and Voting Agreement with Tower (the "Registration Agreement"). Under the Registration Agreement, MascoTech agreed to vote its shares of Tower common stock in the same manner as Onex U.S. Investments, Inc., an Ontario corporation ("Onex"), votes its shares of Tower common stock, and agreed to execute and deliver to Onex proxies to vote MascoTech's shares of Tower common stock. Without MascoTech's express consent, MascoTech's shares will not be voted for any matter which would change the shares of Tower common stock held by MascoTech or Onex or convert or exchange such shares into or for different securities, except that MascoTech's consent would not be required if the shares held by MascoTech and Onex are changed identically or converted into or exchanged for the same type of securities in proportion to their respective holdings of Tower common stock, on terms consis- tent with Tower's Certificate of Incorporation, as is reasonably determined by Onex. The Registration Agreement continues until the earliest of (i) the date MascoTech or any affiliate ceases to own such shares of Tower common stock, (ii) the date the MascoTech shares cease to be a "restricted security" under Rule 144, or (iii) May 31, 2006. MascoTech may be considered to share voting power with Onex with respect to the 785,000 shares of Tower common stock held by it. MascoTech has sole power to dispose of or direct the disposition of 785,000 shares of Tower common stock held by it. CUSIP No. 891707-10-1 13D Page 7 of 8 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Neither MascoTech nor, to the best of its knowledge, any of the individu- als referred to in response to Item 2 above, have any material contracts, arrangements, understandings or relationships with any person with respect to any securities of Tower, except for the Stock Purchase Warrant and the Registra- tion Agreement described in Item 5 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.a Registration Rights and Voting Agreement dated as of May 31, 1996 between Tower Automotive, Inc. and MascoTech, Inc. Exhibit 99.b Stock Purchase Warrant. CUSIP No. 891707-10-1 13D Page 8 of 8 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 10, 1996 MASCOTECH, INC. By /s/Timothy Wadhams Timothy Wadhams Vice President EXHIBIT INDEX Exhibit Exhibit 99.a Registration Rights and Voting Agreement dated as of May 31, 1996 between Tower Automotive, Inc. and MascoTech, Inc. Exhibit 99.b Stock Purchase Warrant. EX-99.A 2 Exhibit 99.a REGISTRATION RIGHTS AND VOTING AGREEMENT REGISTRATION RIGHTS AND VOTING AGREEMENT dated as of May 31, 1996 between Tower Automotive, Inc., a Delaware corporation (the "Company"), and MascoTech, Inc., a Delaware corporation ("MascoTech"). WHEREAS, the parties to this Agreement are parties to a stock purchase agreement dated as of the date hereof (the "Purchase Agreement") pursuant to which the Company has agreed to issue certain shares of its Common Stock, par value $.01 per share (the "Common Stock"), and certain warrants to purchase Common Stock; WHEREAS, the execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement; and WHEREAS, the Company currently contemplates the public offering of approximately 2,000,000 shares of its Common Stock in conjunction with the public resale by certain of the Company's shareholders of approximately 2,500,000 shares of Common Stock (the "Current Offering"). NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, the parties agree as follows: ARTICLE I DEFINITIONS 1.1. Definitions. The following terms, as used herein, have the following meanings: "1933 Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder. "1934 Act" means the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder. "Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in Detroit, Michigan are authorized by law to close. "Commission" means the Securities and Exchange Commission. "Common Stock" shall have the meaning assigned to such term in the first recital hereto. "Current Offering" shall have the meaning assigned such term in the third recital hereto. "Exercise Period" shall have the meaning assigned such term in Section 1A of the Stock Purchase Warrants. "MascoTech Shares" means all shares of Common Stock owned by MascoTech from time to time that are "restricted securities" within the meaning of Rule 144 under the 1933 Act. "Onex" means Onex U.S. Investments, Inc., an Ontario corporation. "Organic Change" shall have the meaning assigned such term in Section 2B of the Stock Purchase Warrants. "Person" means an individual, a corporation, a partnership, limited liability company, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Piggyback Registration" means a Piggyback Registration as defined in Section 2.2. "Purchase Agreement" shall have the meaning assigned such term in the first recital hereto. "Registrable Securities" means (i) any Common Stock issued or issuable pursuant to the Purchase Agreement, (ii) any Common Stock or other securities issued or issuable with respect to the Common Stock referred to in clause (i) and (iii) the Warrant Shares. A Registrable Security will cease to be a Registrable Security when it has been sold in an offering registered under the 1933 Act or pursuant to Rule 144 (or any successor rule) adopted thereunder. "Shelf Registration Statement" means the Shelf Registration Statement as defined in Section 2.1. "Stock Purchase Warrants" means the warrant certificates evidencing the Warrants. "Underwriter" means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer's market-making activities. 2 "Warrants" means the stock purchase warrants issued pursuant to the Purchase Agreement and any warrants issued in exchange for, in substitution of or on transfer of such warrants. "Warrant Shares" means the shares of Common Stock or other securities issued or issuable upon exercise of the Warrants. ARTICLE II REGISTRATION RIGHTS 2.1 Participation in Current Offering. The Company shall file a registration statement relating to the Current Offering prior to or promptly following the closing under the Purchase Agreement and shall include in such offering, if MascoTech so requests (such request to be given on or prior to the date hereof), not less than 50% of the Registrable Securities. If MascoTech requests the inclusion in such offering of more than 50% of the Registrable Securities, the excess of the number of Registrable Securities requested to be included over 50% shall be subject to reduction pursuant to Section 2.4. Any Registrable Securities included in the Current Offering will be offered on the same terms and conditions as the other shares of Common Stock included in such offering. 2.2. Shelf Registration. (a) As soon as practicable following the date hereof, the Company shall prepare and file with the Commission a shelf registration statement (as amended and supplemented from time to time, the "Shelf Registration Statement") relating to the Registrable Securities in accordance with Rule 415 under the 1933 Act (or any similar rule that may be adopted by the Commission) and will use its best efforts to cause such Shelf Registration Statement to be declared effective no later than the later of: (i) 90 calendar days following the date hereof and (ii) 120 calendar days following the closing date of the Current Offering, and to keep such Shelf Registration Statement continuously effective and in compliance with the 1933 Act and usable for resale or other disposition of such Registrable Securities subject to Sections 2.2(c), 2.2(d) and 3.1(d) below, for the period commencing on the date on which the Commission declares such Shelf Registration Statement effective and ending on the earlier of (x) the expiration of the first 180 calendar-day period following the expiration of the Exercise Period relating to the Warrants during which there is no Delay Period and (y) the first date on which there are no Registrable Securities. (b) If MascoTech so elects, such offering may be in the form of an underwritten offering. MascoTech shall select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, provided that such managing Underwriters and additional investment bankers must be reasonably satisfactory to the Company. 3 (c) MascoTech shall only be permitted to make sales of Registrable Securities under the Shelf Registration Statement during the thirty (30) business days beginning on the second business day following the date on which the Company publicly announces its quarterly or annual earnings (the "Selling Periods"); provided that MascoTech may, during such period of time which is not a Selling Period, make sales of Registrable Securities under Shelf Registration Statement, upon receiving the written consent of the Company (such consent not to be unreasonably withheld). (d) The Company shall have the right to refuse use of the Shelf Registration Statement (a "Delay Period") for a reasonable length of time (but in any case not to exceed 90 days) and from time to time, if the Company's board of directors or senior management determine, with respect to the advisability (as determined in good faith) of deferring public disclosure of material corporate developments or other information, that use of the Shelf Registration Statement and the disclosure required to be made therein would not be in the best interests of the Company at such time; provided that there shall not be more than one Delay Period in any calendar year. The Company shall use its reasonable efforts to minimize the length of any Delay Period. The Company shall provide written notice to MascoTech of the beginning and end of each Delay Period. 2.3. Piggyback Registration. If the Company proposes to file a registration statement under the 1933 Act with respect to an offering of Common Stock (i) for the Company's own account (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any of its holders of Common Stock, then the Company shall give written notice of such proposed filing to MascoTech as soon as practicable (but in no event less than 10 calendar days before the anticipated filing date), and such notice shall offer MascoTech the opportunity to register such number of Registrable Securities as MascoTech may request on the same terms and conditions as the Company's or such holder's Common Stock (a "Piggyback Registration"). 2.4. Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter of an offering described in Section 2.3 delivers a written opinion to the Company that the size of the offering that MascoTech, the Company and any other Persons intend to make is such that the success of the offering would be materially and adversely affected, then the amount of Registrable Securities to be offered for the account of MascoTech shall be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter; provided that if securities are being offered for the account of Persons other than the Company and MascoTech, then the proportion by which the amount of such Registrable Securities intended to be offered for the account of MascoTech is reduced shall not exceed the proportion by which the amount of such securities intended to be offered for the account of such other Persons is reduced. 4 2.5. Third Party Registration Rights. Prior to the consummation of any Organic Change, the Company shall make appropriate provision to insure that, so long as this Agreement is in effect, MascoTech and each Person to whom the registration rights granted hereby have been or may be assigned pursuant to the terms hereof is granted registration rights equivalent to those granted hereby with respect to all securities of any Person other than the Company that: (i) as a result of the operation of Section 2B of the Stock Purchase Warrants, may be issued or issuable upon exercise of the Warrants or (ii) as a result of such Organic Change may be acquired or acquirable with respect to or in exchange for Registrable Securities of the Company. ARTICLE III REGISTRATION PROCEDURES 3.1. Filings; Information. Whenever MascoTech requests that any Registrable Securities be registered pursuant to Sections 2.1 or 2.3 or with respect to the Shelf Registration Statement, the Company will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable and in connection with any such request and the Shelf Registration Statement, the Company and MascoTech agree as follows: (a) The Company will, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to MascoTech and each applicable managing Underwriter, if any, without charge, copies thereof, and thereafter furnish to MascoTech and each such Underwriter, if any, without charge, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein) and the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as MascoTech or each such Underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities. (b) After the filing of the registration statement, the Company will promptly notify MascoTech of any stop order issued or, to the knowledge of the Company, threatened to be issued by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered at the earliest possible date. (c) The Company will use its best efforts in cooperation with MascoTech and the Underwriters or agents, as the case may be, to (i) register or qualify the Registrable Securities for offer and sale under such other securities or blue sky laws of such jurisdictions in the United States as MascoTech reasonably requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities 5 as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable MascoTech to consummate the disposition of Registrable Securities; provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction. (d) The Company will immediately notify MascoTech, at any time when a prospectus relating to the sale of the Registrable Securities is required by law to be delivered in connection with sales by an Underwriter or dealer, of the occurrence of any event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and shall promptly make available to MascoTech and to the Underwriters any such supplement or amendment. MascoTech agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in the preceding sentence, MascoTech will forthwith discontinue the offer and sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until receipt by MascoTech and the Underwriters of the copies of such supplemented or amended prospectus and, if so directed by the Company, MascoTech will deliver to the Company all copies, other than permanent file copies then in MascoTech's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. (e) The Company will make available for inspection by MascoTech, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by MascoTech or any such Underwriter (collectively, the "Inspectors"), all financial and other pertinent records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. MascoTech agrees that information 6 obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it for any purpose other than as described in this paragraph (e) unless and until such information is made generally available to the public. MascoTech further agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. (f) The Company will comply with the 1933 Act and the rules and regulations of the Commission thereunder and the 1934 Act and the rules and regulations of the Commission thereunder so as to permit the completion of the distribution of the Registrable Securities pursuant to the registration statement in accordance with the intended method or methods of distribution contemplated in the prospectus relating thereto. (g) Upon the request of MascoTech or the managing Underwriter or agent, as the case may be, or if required by the rules, regulations or instructions applicable to the registration form used by the Company, or by the 1933 Act or by any other rules and regulations thereunder in connection with the offering of Registrable Securities, the Company will prepare a prospectus supplement that complies with the 1933 Act and the rules and regulations of the Commission thereunder and that sets forth the aggregate amount of the Registrable Securities being sold, the name or names of any Underwriters or agents participating in the offering, the price at which the Registrable Securities are to be sold, any discounts, commissions or other items constituting compensation, and such other information as MascoTech or the managing Underwriter or agent, as the case may be, and the Company deem appropriate in connection with the offering of the Registrable Securities prior to its being used or filed with the Commission. (h) Upon the request of the Company, MascoTech will promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as may be legally required in connection with such registration as may be reasonably requested by the Company. (i) The Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. (j) The Company will furnish to MascoTech and to each Underwriter a signed counterpart, addressed to MascoTech or such Underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in 7 customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as MascoTech or the managing Underwriter reasonably requests. (k) The Company will make generally available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement used to sell any Registrable Securities, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act and the rules and regulations of the Commission thereunder. (l) The Company will use its best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed. (m) MascoTech agrees to give the Company written notice of its intent to sell any Registrable Securities under the Shelf Registration Statement at least three business days prior to such sale. MascoTech agrees to complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of any underwritten offering in which MascoTech proposes to participate. 3.2. Registration Expenses. In connection with the Shelf Registration Statement and in connection with any Piggyback Registration (including the Current Offering), the Company shall pay the following expenses incurred in connection with such registration: (i) all registration and filing fees, (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) printing expenses, (iv) fees and expenses incurred in connection with the listing of the Registrable Securities, (v) fees and expenses of counsel and independent certified public accountants for the Company and (vi) the reasonable fees and expenses of any additional experts retained by the Company in connection with such registration. MascoTech shall pay any underwriting fees, discounts or commissions and transfer taxes attributable to the sale of Registrable Securities and any out-of-pocket expenses of MascoTech. ARTICLE IV INDEMNIFICATION AND CONTRIBUTION 4.1. Indemnification by the Company. The Company agrees to indemnify and hold harmless MascoTech, its officers and directors, and each Person, if any, who controls MascoTech within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act from and against any and all losses, claims, damages and 8 liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to MascoTech or the plan of distribution furnished in writing to the Company by or on behalf of MascoTech expressly for use therein; provided that the foregoing indemnity agreement with respect to any (i) preliminary prospectus shall not inure to the benefit of MascoTech if a copy of the most current prospectus at the time of the delivery of the Registrable Securities was not provided to the purchaser and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability and was in fact previously furnished to the MascoTech and the managing Underwriters, if any, and (ii) prospectus shall not inure to the benefit of MascoTech if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the prospectus and if having previously been furnished by or on behalf of the Company with copies of the prospectus as so amended or supplemented, MascoTech thereafter fails to deliver such prospectus as so amended or supplemented at least one business day prior to the sale of Registrable Securities to the person asserting such loss, claim, damage or liability who purchases such Registrable Securities which are the subject thereof. The Company also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of MascoTech provided in this Section 4.1. 4.2. Indemnification by MascoTech. MascoTech agrees to indemnify and hold harmless the Company, its officers and directors, and each Person, if any, who controls the Company within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to MascoTech, but only with reference to information relating to MascoTech or the plan of distribution furnished in writing by or on behalf of MascoTech expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. MascoTech also agrees to indemnify and hold harmless any Underwriters of the Registrable Securities, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2. 4.3. Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 4.1 or Section 4.2, such Person (the "Indemnified Party") shall promptly notify the Person against whom such 9 indemnity may be sought (the "Indemnifying Party") in writing and the Indemnifying Party, upon the request of the Indemnified Party, shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party and shall assume the payment of all fees and expenses. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability arising out of such proceeding. 4.4. Contribution. To the extent the indemnification provided for in this Article IV is unavailable to an Indemnified Party in respect of any losses, claims, damages or liabilities referred to herein, then in lieu of such indemnification (i) as between the Company and any other selling shareholders, on the one hand, and MascoTech, on the other hand, the Company, such other selling shareholders and MascoTech shall contribute to such aggregate losses, liabilities, claims, damages and expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and any such selling shareholders on the one hand and MascoTech on the other from the offering of the Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and any such selling shareholders, on the one hand, and of MascoTech, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations and (ii) as between the Company, any other selling shareholders and MascoTech, on the one hand, and the Underwriters or agents, on the other hand, the Company, such selling shareholders, 10 MascoTech and such Underwriters or agents shall contribute to such aggregate losses, liabilities, claims, damages and expenses in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company, any such selling shareholders and MascoTech, on the one hand, and the Underwriters or agents, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, such selling shareholders and MascoTech and the Underwriters or agents shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, such selling shareholders and MascoTech bear to the total underwriting discounts and commissions received by the Underwriters or agents, in each case as set forth in the prospectus. The relative fault of the Company, any other selling shareholders, MascoTech and the Underwriters or agents shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, such selling shareholders, MascoTech or such Underwriters or agents and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and MascoTech agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Article IV, MascoTech shall not be required to contribute any amount in excess of the amount by which the net proceeds of the offering (before deducting expenses) received by MascoTech exceeds the amount of any damages which MascoTech has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. ARTICLE V VOTING OF THE MASCOTECH SHARES 11 5.1 Voting of the MascoTech Shares. (a) MascoTech shall vote the MascoTech Shares in the same manner as the Common Stock held by Onex is voted, on the election of directors and on all other matters which are submitted to a vote (or consent in lieu of voting) of the Company's stockholders, and for this purpose, shall execute and deliver to Onex (or its designees) proxies to vote the MascoTech Shares in the same manner as the Common Stock held by Onex is voted. Without limiting the generality of the foregoing, to the extent permitted by law, MascoTech, by its execution of this Agreement, irrevocably constitutes and appoints Onex or its designee MascoTech's proxy to vote all of the MascoTech Shares at any meeting of stockholders of the Company or to give consent in lieu of voting on any matter which is submitted for a vote or consent to the stockholders, provided that the MascoTech Shares are voted or consent is given with respect to such shares in the same manner as with respect to the Common Stock held by Onex. Notwithstanding anything to the contrary contained in this Article V, the MascoTech Shares shall not, except with the express consent of MascoTech be voted in favor of any resolution the effect of which will be to change the MascoTech Shares or the Common Stock held by Onex or convert or exchange the MascoTech Shares or the Common Stock held by Onex into or for different securities unless in every such case the MascoTech Shares and the Common Stock held by Onex are thereby changed identically or converted into or exchanged for the same type of securities in proportion to their respective holdings of Common Stock in each case on terms consistent with the rights and preferences set forth in the Company's Certificate of Incorporation, as is reasonably determined by Onex. (b) The voting agreement set forth in this Article V shall continue with respect to each MascoTech Share until the earlier of: (i) the date on which MascoTech or any affiliate of MascoTech no longer owns such MascoTech Share, (ii) the date on which such MascoTech Share ceases to be a "restricted security" within the meaning of Rule 144 under the 1933 Act, or (iii) the tenth anniversary of the date of this Agreement. ARTICLE VI MISCELLANEOUS 6.1. Rule 144. The Company covenants that it will file any reports required to be filed by it under the 1933 Act and the 1934 Act and that it will take such further action as MascoTech may reasonably request to the extent required from time to time to enable MascoTech to sell Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by Rule 144 under the 1933 Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the request of MascoTech, the Company 12 will deliver to MascoTech a written statement as to whether it has complied with such reporting requirements. 6.2. Transfer of Registration Rights. None of the rights of MascoTech under this Agreement shall be assignable by MascoTech without the prior written consent of the Company. 6.3. Notices. All notices, requests and other communications to either party hereunder shall be in writing (including telecopy or similar writing) and shall be given, If to the Company, to: Tower Automotive, Inc. 6303 28th Street, S.E. Grand Rapids, MI 49546 Telecopier: (616) 954-7554 Attention: Anthony A. Barone If to MascoTech, to: MascoTech, Inc. 21001 Van Born Road Taylor, MI 48180 Telecopier: (313) 374-6227 Attention: President With a copy to: MascoTech, Inc. 21001 Van Born Road Taylor, MI 48180 Telecopier: (313) 374-6229 Attention: General Counsel or such other address or telecopier number as such party may hereafter specify for that purpose by notice to the other party hereto. Each such notice, request or other communication shall be effective when delivered at the address specified in this Section 6.3. 6.4. Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an 13 amendment, by MascoTech and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective. (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 6.5. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. 6.6. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. 6.7. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect thereto. No representation, inducement, promise, understanding, condition or warranty not set forth herein or therein has been made or relied upon by any of the parties hereto. 6.8. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Michigan, without regard to the conflicts of law rules of such state. 14 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. TOWER AUTOMOTIVE, INC. By:/s/ Anthony Barone Name:Anthony Barone Title: MASCOTECH, INC. By:/s/ Keith N. Junk Name: Keith N. Junk Title:Vice President EX-99.B 3 Exhibit 99.b The security represented by this certificate was originally issued on May 31, 1996, and has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be transferred without registration under the Securities Act or an exemption from registration thereunder. Prior to any sales or transfers of this certificate, except pursuant to an effective registration statement under the Securities Act, the holder hereof shall deliver to the issuer hereof an opinion of counsel, satisfactory to the issuer, that such registration is not required. TOWER AUTOMOTIVE, INC. STOCK PURCHASE WARRANT Date of Issuance: May 31, 1996 Certificate No. W-1 FOR VALUE RECEIVED, Tower Automotive, Inc., a Delaware corporation (the "Company"), hereby grants to MascoTech, Inc. (the "Registered Holder") the right to purchase from the Company 200,000 fully paid and non-assessable shares of the Company's common stock, par value $0.01 per share ("Common Stock") at a price per share of $18.00 (as adjusted from time to time in accordance herewith, the "Exercise Price"). This Warrant is issued pursuant to the terms of the Stock Purchase Agreement, dated as of May 31, 1996 (the "Purchase Agreement"), between the Company and the Registered Holder. Certain capitalized terms used herein are defined in Section 3 hereof. The amount and kind of securities obtainable pursuant to the rights granted hereunder and the purchase price for such securities are subject to adjustment pursuant to the provisions contained in this Warrant. For income tax purposes, the value of this Warrant on the date hereof is $2.0 million. This Warrant is subject to the following provisions: Section 1A. Exercise of Warrant. 1A. Exercise Period. The Registered Holder may exercise, in whole or in part (but not as to a fractional share of Common Stock), the purchase rights represented by this Warrant at any time and from time to time after the Date of Issuance to and including May 31, 2000 or, if such day is not a business day, then on the next succeeding business day (the "Exercise Period"). 1B. Exercise Procedure. (i) This Warrant shall be deemed to have been exercised when the Company has received all of the following items (the "Exercise Time"): (a) a completed Exercise Agreement, as described in paragraph 1C below, executed by the Person exercising all or part of the purchase rights represented by this Warrant (the "Purchaser"); (b) this Warrant; and (c) a wire transfer of immediately available funds to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Common Stock being purchased upon such exercise (the "Aggregate Exercise Price"). (ii) Certificates for shares of Common Stock purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within five business days after the date of the Exercise Time. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such five-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement. (iii) The Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at the Exercise Time, and the Purchaser shall be deemed for all purposes to have become the record holder of such Common Stock at the Exercise Time notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. (iv) The issuance of certificates for shares of Common Stock upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax in respect thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Common Stock. Each share of Common Stock issuable upon exercise of this Warrant shall, upon payment of the Exercise Price therefor, be validly issued, fully paid and nonassessable and free from all liens and charges with respect to the issuance thereof. (v) The Company shall not close its books against the transfer of this Warrant or of any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of the unissued Common Stock acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect. (vi) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of the holder hereof, be conditioned upon the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction. (vii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Common Stock issuable upon the exercise of all 2 outstanding Warrants. All shares of Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Warrant. (viii) Upon any exercise of this Warrant, the Company may require customary investment representations from the Registered Holder and the Purchaser to assure that the issuance of the Common Stock hereunder shall not require registration or qualification under the Securities Act or any state securities laws. 1C. Exercise Agreement. Upon any exercise of this Warrant, the Exercise Agreement shall be substantially in the form set forth in Exhibit I hereto, except that if the shares of Common Stock are not to be issued in the name of the Person in whose name this Warrant is registered, the Exercise Agreement shall also state the name of the Person to whom the certificates for the shares of Common Stock are to be issued, and if the number of shares of Common Stock to be issued does not include all the shares of Common Stock purchasable hereunder, it shall also state the name of the Person to whom a new Warrant for the unexercised portion of the rights hereunder is to be delivered. Such Exercise Agreement shall be dated the actual date of execution thereof. 1D. Fractional Shares. If a fractional share of Common Stock would, but for the provisions of paragraph 1A, be issuable upon exercise of the rights represented by this Warrant, the Company shall, within five business days after the date of the Exercise Time, deliver to the Purchaser a check payable to the Purchaser in lieu of such fractional share in an amount equal to the difference between the Market Price of such fractional share as of the date of the Exercise Time and the Exercise Price of such fractional share. Section 2. Adjustment of Exercise Price and Number of Shares. In order to prevent dilution of the rights granted under this Warrant, the Exercise Price shall be subject to adjustment from time to time as provided in this Section 2, and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2. 2A. (i) Subdivision or Combination of Common Stock. If the Company at any time after the date hereof (a) declares a dividend or makes a distribution on its shares of capital stock payable in Common Stock or (b) subdivides (by any stock split, stock dividend or recapitalization) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately increased. If the Company at any time combines (by reverse stock split or recapitalization) its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased 3 and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately decreased. (ii) Sale of Common Stock at Less than Market Price. In case the Company shall issue or sell any Common Stock (other than Common Stock issued (a) upon exercise of the Warrants, (b) pursuant to the Company's Independent Director Stock Option Plan, the 1994 Key Employee Stock Option Plan or pursuant to any similar Common Stock related employee or director compensation plan or agreement of the Company approved by the Company's board of directors (the "Board of Directors"), (c) upon exercise, exchange or conversion of any security either issued on or prior to the date hereof or the issuance of which caused an adjustment hereunder, or (d) pursuant to any registered public offering of Common Stock) without consideration or for a consideration per share less than 95% of the Market Price (as defined below) per share of Common Stock, the Exercise Price to be in effect after such issuance or sale shall be determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to the time of such issuance or sale multiplied by the Market Price per share of Common Stock immediately prior to such issuance or sale and (y) the aggregate consideration, if any, to be received by the Company upon such issuance or sale, and the denominator of which shall be the product of the aggregate number of shares of Common Stock outstanding immediately after such issuance or sale and the Market Price per share of Common Stock immediately prior to such issuance or sale. In case any portion of the consideration to be received by the Company shall be in a form other than cash, the fair market value of such noncash consideration shall be utilized in the foregoing computation. Such fair market value shall be determined by the Board of Directors of the Company. The Registered Holders shall be notified promptly of any consideration other than cash to be received by the Company and furnished with a description of the consideration and the fair market value thereof, as determined by the Board of Directors. (iii) Setting Record Date for Issuance of Certain Rights, Options or Warrants. In case the Company shall fix a record date for the issuance of rights, options or warrants to the holders of its Common Stock or other securities entitling such holders to subscribe for or purchase for a period expiring within 60 days of such record date shares of Common Stock (or securities convertible into shares of Common Stock) at a price per share of Common Stock (or having a conversion price per share of Common Stock, if a security convertible into shares of Common Stock) less than 95% of the Market Price per share of Common Stock on such record date, the maximum number of shares of Common Stock issuable upon exercise of such rights, options or warrants (or conversion of such convertible securities) shall be deemed to have been issued and outstanding as of such record date and the Exercise Price shall be adjusted pursuant to paragraph 2A(ii) hereof, as though such maximum number of shares of Common Stock had been so issued for an aggregate consideration payable by the holders of such rights, options, warrants or convertible securities prior to their receipt of such shares of Common Stock. In case any portion of such consideration shall be in a form other than cash, the fair market value of such noncash consideration shall be determined as set forth in paragraph 2A(ii) hereof. Such adjustment shall be made successively whenever such record date is fixed; and in the event that such rights, options or warrants are not so issued or expire unexercised, or in the event of a change in the number of shares of Common Stock to which the holders of such rights, options or warrants are entitled (other than pursuant to adjustment provisions therein comparable to those contained in this paragraph), the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such 4 record date had not been fixed, in the former event, or the Exercise Price which would then be in effect if such holder had initially been entitled to such changed number of shares of Common Stock, in the latter event. (iv) Issuance of Certain Rights, Options or Warrants. In case the Company shall issue rights, options (other than options issued pursuant to a plan or agreement described in clause (b) of paragraph (ii)) or warrants entitling the holders thereof to subscribe for or purchase Common Stock (or securities convertible into shares of Common Stock) or shall issue convertible securities, and the price per share of Common Stock of such rights, options, warrants or convertible securities (including the aggregate amount of additional consideration payable upon exercise, conversion or exchange of such rights, options, warrants or convertible securities) is less than 95% of the Market Price per share of Common Stock, the maximum number of shares of Common Stock issuable upon exercise of such rights, options or warrants or upon conversion of such convertible securities shall be deemed to have been issued and outstanding as of the date of such sale or issuance, and the Exercise Price shall be adjusted pursuant to paragraph 2A(ii) hereof as though such maximum number of shares of Common Stock had been so issued for an aggregate consideration equal to the aggregate consideration paid for such rights, options, warrants or convertible securities and the aggregate consideration payable by the holders of such rights, options, warrants or convertible securities prior to their receipt of such shares of Common Stock. In case any portion of such consideration shall be in a form other than cash, the fair market value of such noncash consideration shall be determined as set forth in paragraph 2A(ii) hereof. Such adjustment shall be made successively whenever such rights, options, warrants or convertible securities are issued; and in the event that such rights, options or warrants expire unexercised, or in the event of a change in the number of shares of Common Stock to which the holders of such rights, options, warrants or convertible securities are entitled (other than pursuant to adjustment provisions therein comparable to those contained in this paragraph (iv)), the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such rights, options, warrants or convertible securities had not been issued, in the former event, or the Exercise Price which would then be in effect if such holders had initially be entitled to such changed number of shares of Common Stock, in the latter event. No adjustment of the Exercise Price shall be made pursuant to this paragraph to the extent that the Exercise Price shall have been adjusted pursuant to paragraph 2A(iii) upon the setting of any record date relating to such rights, options, warrants or convertible securities and such adjustment fully reflects the number of shares of Common Stock to which the holders of such rights, options, warrants or convertible securities are entitled and the price payable therefor. (v) Certain Distributions. In case the Company shall fix a record date for the making of a distribution to holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness, assets or other property (other than cash dividends or distributions and dividends payable in Common Stock or rights, options or warrants referred to in, and for which an adjustment is made pursuant to, paragraph 2A(iii) hereof), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Market Price per share of Common Stock on such record date, less the fair market value (determined as set forth in paragraph 2A(ii) hereof) of the portion of the assets, other property or evidence of indebtedness so to be distributed which is applicable to one share of Common Stock, and the denominator of which shall be such Market Price per share of Common Stock. Such adjustments shall be made successively 5 whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (vi) Extraordinary Dividends. In case in any fiscal quarter (a) the Company shall distribute to all holders of shares of Common Stock any cash dividend or distribution or (b) the Company or any of its subsidiaries shall purchase Common Stock pursuant to a tender offer for a purchase price per share greater than 105% of the Market Price per share of Common Stock on the date of purchase, and during such fiscal quarter the sum of (x) all such cash dividends or distributions, plus (y) the aggregate amount by which the fair market value (determined as set forth in paragraph 2A(ii) hereof) of the consideration paid in purchasing all such shares of Common Stock exceeds the Market Price per share of Common Stock on the date of such purchase multiplied by the number of shares of Common Stock so purchased, shall exceed the greater of (x) 2.5% of the Market Price per share of Common Stock multiplied by the number of shares of Common Stock outstanding at the earlier of the record date for the latest such cash dividend or distribution or tender offer or the date at which the Company shall have publicly announced such dividend or distribution or tender offer and (y) the amount per share of Common Stock of the next preceding quarterly cash dividend not constituting an Extraordinary Dividend multiplied by the number of shares of Common Stock outstanding at the record date for such quarterly cash dividend, then the Exercise Price shall be adjusted on the date of such dividend or distribution, or the termination of such tender offer, to a price determined by multiplying the Exercise Price in effect immediately prior to the earlier of such dates by a fraction, of which the numerator shall be the Market Price per share of Common Stock on the earlier of such dates less the fair market value (determined as set forth in paragraph 2A(ii) hereof) of the portion of such distribution or excess amount which is applicable to one share of Common Stock and of which the denominator shall be such Market Price per share of Common Stock on the earlier of such dates. 2B. Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as "Organic Change." Prior to the consummation of any Organic Change, the Company shall make appropriate provision to insure that each of the Registered Holders of the Warrants shall thereafter have the right to acquire and receive, in lieu of or addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets (including cash) as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire. 2C. Notices. 6 (i) Immediately upon any adjustment of the Exercise Price, the Company shall give written notice thereof to the Registered Holder, setting forth in reasonable detail and certifying the calculation of such adjustment. (ii) The Company shall also give written notice to the Registered Holders at least 20 days prior to the date on which any Organic Change, dissolution or liquidation shall take place. 2D. Adjustments to Number of Shares. Upon each adjustment of the Exercise Price as a result of the calculations made in paragraphs (ii), (iii), (iv), (v) and (vi) of Section 2A, the number of shares for which this Warrant is exercisable immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of shares of Common Stock obtained by (a) multiplying the number of shares covered by this Warrant immediately prior to adjustment by the Exercise Price in effect immediately prior to such adjustment of the Exercise Price and (b) dividing the product so obtained by the Exercise Price in effect immediately after such adjustment of the Exercise Price. 2E. Adjustments to Other Capital Stock. In the event that, at the time as a result of the provisions of this Section 2, the holder of this Warrant upon subsequent exercise shall become entitled to receive any shares of capital stock other than Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall thereafter be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions contained herein. Section 3. Definitions. The following terms have meanings set forth below: "Market Price" means as to any security the average of the closing prices of such security's sales on all domestic securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, on such day, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 30 days consisting of the day as of which "Market Price" is being determined and the 29 consecutive business days prior to such day; provided that if such security is listed on any domestic securities exchange the term "business days" as used in this sentence means business days on which such exchange is open for trading. If at any time such security is not listed on any domestic securities exchange or quoted in the NASDAQ System or the domestic over-the-counter market, the "Market Price" shall be the fair value thereof determined jointly by the Company and the Registered Holder; provided that if such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the Company and the Registered Holder. The determination of such appraiser shall be final and binding on the Company and the Registered Holder, and the fees and expenses of such appraiser shall be paid by the Company. 7 "Person" means an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof. Section 4. No Voting Rights; Limitations of Liability. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company. No provision hereof, in the absence of affirmative action by the Registered Holder to purchase Common Stock, and no enumeration herein of the rights or privileges of the Registered Holder shall give rise to any liability of such holder for the Exercise Price of Common Stock acquirable by exercise hereof or as a stockholder of the Company. Section 5. Warrant Transferable. This Warrant shall not be sold, assigned or otherwise transferred, in whole or in part, without the prior written consent of the Company. Section 6. Legend. The Common Stock issuable under this Warrant shall be imprinted with the following legend: The security represented by this certificate was originally issued on ________, and has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be transferred without registration under the Securities Act or an exemption from registration thereunder. Prior to any sales or transfers of this certificate, except pursuant to an effective registration statement under the Securities Act, the holder hereof shall deliver to the issuer hereof an opinion of counsel, satisfactory to the issuer, that such registration is not required. Section 7. Warrant Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the Registered Holder at the principal office of the Company, for new Warrants of like tenor representing in the aggregate the purchase rights hereunder, and each of such new Warrants shall represent such portion of such rights as is designated by the Registered Holder at the time of such surrender. The date the Company initially issues this Warrant shall be deemed to be the "Date of Issuance" hereof regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant shall be issued. All Warrants representing portions of the rights hereunder are referred to herein as the "Warrants." Section 8. Replacement. Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the Registered Holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing this Warrant, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company (provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Company shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the same rights represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate. Section 9. Notices. Except as otherwise expressly provided herein, all notices referred to in this Warrant shall be in writing and shall be delivered personally, sent by reputable 8 overnight courier service (charges prepaid) or sent by registered or certified mail, return receipt requested, postage prepaid and shall be deemed to have been given when so delivered, sent or deposited in the U.S. Mail (i) to the Company, at its principal executive offices and (ii) to the Registered Holder of this Warrant, at such holder's address as it appears in the records of the Company (unless otherwise indicated by any such holder). Section 10. Amendment and Waiver. Except as otherwise provided herein, the provisions of the Warrants may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Registered Holder. Section 11. Descriptive Headings; Governing Law. The descriptive headings of the several Sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. The corporation laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by the internal law of the State of Michigan, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Michigan or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Michigan. * * * * 9 IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested by its duly authorized officers and to be dated the Date of Issuance hereof. TOWER AUTOMOTIVE, INC. By/s/ Anthony Barone Its___________________________ 10 EXHIBIT I EXERCISE AGREEMENT To: Dated: The undersigned, pursuant to the provisions set forth in the attached Warrant (Certificate No. W-____), hereby agrees to subscribe for the purchase of ______ shares of the Common Stock covered by such Warrant and makes payment herewith in full therefor at the price per share provided by such Warrant. Signature ___________________ Address ______________________ -----END PRIVACY-ENHANCED MESSAGE-----