UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Tower Automotive, Inc.
------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
891707101
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(CUSIP Number)
December 31, 2004
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(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any ubsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the notes).
_______________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Highbridge International LLC - not applicable
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_______________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
_______________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 29 shares of Common Stock
EACH $125,000,000 aggregate principal amount of 5.75%
Convertible Senior Debentures due 2024 (convertible
REPORTING into 4,389,004 shares of Common Stock (conversion
rate of 231.0002 shares per $1,000 principal amount).
PERSON WITH See footnote 1 in Item 4.
________________________________________________________
(7) SOLE DISPOSITIVE POWER
0
________________________________________________________
(8) SHARED DISPOSITIVE POWER
See Row 6 above.
_______________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
See Row 6 above.
_______________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
_______________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
Approximately 6.98%. (Based on 58,480,908 shares of
Common Stock issued and outstanding as reported on the
Issuer's latest 10Q filed on November 9, 2004, plus the
Reporting Persons' shares of Common Stock issuable upon
the conversion of the Debentures.)
_______________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO - Limited Liability Company
_______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Highbridge Capital Corporation - not applicable
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_______________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
_______________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 29 shares of Common Stock
EACH $125,000,000 aggregate principal amount of 5.75%
Convertible Senior Debentures due 2024 (convertible
REPORTING into 4,389,004 shares of Common Stock (conversion
rate of 231.0002 shares per $1,000 principal amount).
PERSON WITH See footnote 1 in Item 4.
________________________________________________________
(7) SOLE DISPOSITIVE POWER
0
________________________________________________________
(8) SHARED DISPOSITIVE POWER
See Row 6 above.
_______________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
See Row 6 above.
_______________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
_______________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
Approximately 6.98%. (Based on 58,480,908 shares of
Common Stock issued and outstanding as reported on the
Issuer's latest 10Q filed on November 9, 2004, plus the
Reporting Persons' shares of Common Stock issuable upon
the conversion of the Debentures.)
_______________________________________________________________________
(12) TYPE OF REPORTING PERSON **
BD
_______________________________________________________________________
_______________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Highbridge Capital Management, LLC - 20-1901985
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_______________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 29 shares of Common Stock
EACH $125,000,000 aggregate principal amount of 5.75%
Convertible Senior Debentures due 2024 (convertible
REPORTING into 4,389,004 shares of Common Stock (conversion
rate of 231.0002 shares per $1,000 principal amount).
PERSON WITH See footnote 1 in Item 4.
________________________________________________________
(7) SOLE DISPOSITIVE POWER
0
________________________________________________________
(8) SHARED DISPOSITIVE POWER
See Row 6 above.
_______________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
See Row 6 above.
_______________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
_______________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
Approximately 6.98%. (Based on 58,480,908 shares of
Common Stock issued and outstanding as reported on the
Issuer's latest 10Q filed on November 9, 2004, plus the
Reporting Persons' shares of Common Stock issuable upon
the conversion of the Debentures.)
_______________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO - Limited Liability Company
_______________________________________________________________________
_______________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Glenn Dubin
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_______________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 29 shares of Common Stock
EACH $125,000,000 aggregate principal amount of 5.75%
Convertible Senior Debentures due 2024 (convertible
REPORTING into 4,389,004 shares of Common Stock (conversion
rate of 231.0002 shares per $1,000 principal amount).
PERSON WITH See footnote 1 in Item 4.
________________________________________________________
(7) SOLE DISPOSITIVE POWER
0
________________________________________________________
(8) SHARED DISPOSITIVE POWER
See Row 6 above.
_______________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
See Row 6 above.
_______________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
_______________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
Approximately 6.98%. (Based on 58,480,908 shares of
Common Stock issued and outstanding as reported on the
Issuer's latest 10Q filed on November 9, 2004, plus the
Reporting Persons' shares of Common Stock issuable upon
the conversion of the Debentures.)
_______________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_______________________________________________________________________
_______________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Henry Swieca
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_______________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 29 shares of Common Stock
EACH $125,000,000 aggregate principal amount of 5.75%
Convertible Senior Debentures due 2024 (convertible
REPORTING into 4,389,004 shares of Common Stock (conversion
rate of 231.0002 shares per $1,000 principal amount).
PERSON WITH See footnote 1 in Item 4.
________________________________________________________
(7) SOLE DISPOSITIVE POWER
0
________________________________________________________
(8) SHARED DISPOSITIVE POWER
See Row 6 above.
_______________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
See Row 6 above.
_______________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
_______________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
Approximately 6.98%. (Based on 58,480,908 shares of
Common Stock issued and outstanding as reported on the
Issuer's latest 10Q filed on November 9, 2004, plus the
Reporting Persons' shares of Common Stock issuable upon
the conversion of the Debentures.)
_______________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_______________________________________________________________________
Item 1.
(a) Name of Issuer
Tower Automotive Inc.
(b) Address of Issuer's Principal Executive Offices:
27175 Haggerty Road
Novi, MI 48377
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
This Schedule 13G is being filed on behalf of each of the following
persons (each, a "Reporting Person"):
Highbridge International LLC
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
George Town, Grand Cayman
Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
Highbridge Capital Corporation
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
George Town, Grand Cayman
Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: State of Delaware
Glenn Dubin
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: United States
Henry Swieca
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: United States
(d) Title of Class of Securities
Common Stock, par value $.01 per share
(e) CUSIP Number
891707101
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [X] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
Item 4. Ownership
(a) Amount Beneficially Owned
29 shares of Common Stock
$125,000,000 aggregate principal amount of 5.75% Convertible Senior
Debentures due 2024 (convertible into 4,389,004 shares of Common
Stock (conversion rate of 231.0002 shares per $1,000 principal
amount)). /1/
(b) Percent of Class
Approximately 6.98%. (Based on 58,480,908 shares of Common Stock
issued and outstanding as reported on the Issuer's latest 10Q filed
on November 9, 2004, plus the Reporting Persons' shares of Common
Stock issuable upon the conversion of the Debentures.)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
-0-
(ii) Shared power to vote or to direct the vote
See item (a) above.
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
See item (a) above.
/1/ Highbridge International LLC is a wholly owned subsidiary of Highbridge
Capital Corporation. Highbridge Capital Management, LLC is the trading manager
of Highbridge Capital Corporation. Highbridge Capital Management, LLC is
exempt from registration as an investment adviser. Glenn Dubin is a Managing
Partner of Highbridge Capital Management, LLC. Henry Swieca is a Managing
Partner of Highbridge Capital Management, LLC. The persons at Highbridge
Capital Management, LLC who actually exercise the power to dispose of and the
power to vote the investments of Highbridge Capital Corporation are registered
as registered representatives of Highbridge Capital Corporation, a registered
broker/dealer. As of the date of this Schedule, the Debentures reported herein
by the Reporting Persons may acquire in the future through the conversion of
the $125,000,000 aggregate principal amount of 5.75% Convertible Debentures due
May 15, 2024 of the Issuer, which may be converted by the Reporting Persons at
any time prior to and including May 15, 2024 (the "Maturity Date") into
4,389,004 shares of the Issuer's common stock (the Debentures are convertible
into 231.0002 shares of common stock, per $1,000 principal amount). Based on
the Issuer's latest Form 10Q filed on November 9, 2004, there were 58,480,908
shares of Common Stock outstanding as of November 2,2004. Therefore, with the
issuer's outstanding shares of Common Stock plus the Reporting Persons' shares
of Common Stock issuable upon the conversion of the Debentures, the Reporting
Persons may be deemed to beneficially own 6.98% of the outstanding shares of
common stock of the Issuer. The foregoing should not be construed in and of
itself as an admission by any Reporting Person as to beneficial ownership of
shares of Common Stock owned by another Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
See Item 2 above.
Item 8. Identification and Classification of Members of the Group
See Item 2 above.
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information with respect to it set forth in
this statement is true, complete, and correct.
Dated this 14th day of February, 2005
Highbridge International LLC
By: /s/ Howard Feitelberg
-------------------------------------
Howard Feitelberg, Director
Highbridge Capital Corporation
By: /s/ Howard Feitelberg
-------------------------------------
Howard Feitelberg, Controller
Highbridge Capital Management, LLC
By: /s/ Ronald S. Resnick
-------------------------------------
Ronald S. Resnick, Managing Partner
/s/ Glenn Dubin
-------------------------------------
Glenn Dubin
/s/ Henry Swieca
-------------------------------------
Henry Swieca
Exhibit Index
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Exhibit Description
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1 Joint Filing Agreement