U.S. SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b) [ ] Form 3 Holdings Reported [ ] Form 4 Transactions Reported 1. Name and Address of Reporting Person* Barone Tony A. (Last) (First) (Middle) c/o Tower Automotive, Inc. 5211 Cascade Road, S.E. (Street) Grand Rapids Michigan 49546 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Tower Automotive, Inc. TWR 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Statement for Month/Year 12/00 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person to Issuer (Check all applicable) ____ Director ___ 10% Owner _X__ Officer (give title below) ___ Other (specify below) -Leader, Finance, IT & Business Modeling 7. Individual or Joint/Group Filing (Check applicable line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person TABLE I - Non-Derivative Securities Acquired, Disposed of, or Benefically Owned 1. Title of Security (Instr. 3) a. Common Stock b. Common Stock 2. Transaction Date (Month/Day/Year) a. N/A b. N/A 3. Transaction Code (Instr. 8) Code a. N/A b. N/A V a. N/A b. N/A 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount a. N/A b. N/A (A) or (D) a. N/A b. N/A Price a. N/A b. N/A 5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 3 and 4) a. 15,284.816 (1) b. 2,797.5244 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) a. (D) b. (I) 7. Nature of Indirect Beneficial Ownership (Instr. 4) a. - b. By 401k Trust Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly (Print or Type Responses) *If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v) (over) (1) Includes 3,284.816 shares held in the Company's Section 423 plan. FORM 5 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) a. Employee Stock Option (Right to buy) b. Deferred Stock Units 2. Conversion or Exercise Price of Derivative Security a. $13.187 b. 1-for-1 3. Transaction Date (Month/Day/Year) a. 3/8/00 b. 3/31/00 4. Transaction Code (Instr. 8) a. A b. A 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) a. 75,000 b. 11,195.9288 (2) (D) a. - b. - 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable a. 3/8/01 (1) b. (2) Expiration Date a. 3/8/10 b. (2) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title a. Common Stock b. Common Stock Amount or Number of Shares a. 75,000 b. 11,195.9288 (2) 8. Price of Derivative Security (Instr. 5) a. - b. $16.375 9. Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4) a. 75,000 b. 23,628.36 10. Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) a. (D) b. (D) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Explanation of Responses: (1) Vests at the rate of 25% per year for four consecutive years, commencing 3/8/01. (2) Deferred Stock Units were accrued under the Company's Key Leadership Deferred Income Stock Purchase Plan. 2798.9822 shares are subject to forfeiture until the third anniversary of the transaction date. /s/ Michael G. Wooldridge 2/13/01 **Signature of Reporting Person Date Michael G. Wooldridge for Tony Barone by Power of Attorney **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.