<PAGE>   1
                                   Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                         ------------------------------

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 2000

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from ___ to ___

                         Commission file number 1-12733

                             TOWER AUTOMOTIVE, INC.

             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                          <C>
               DELAWARE                                           41-1746238
   (State or other jurisdiction of                            (I.R.S. Employer
    incorporation or organization)                           Identification No.)
            4508 IDS Center                                         55402
          MINNEAPOLIS, MINNESOTA                                  (Zip Code)
  (Address of principal executive offices)
</TABLE>

                                 (612) 342-2310

              (Registrant's telephone number, including area code)

                                 Not Applicable

              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

                Yes X                                    No
                   ---                                      ---
The number of shares outstanding of the Registrant's common stock, par value
$.01 per share, at November 10, 2000 was 44,967,393 shares.




<PAGE>   2
                             Tower Automotive, Inc.

                                   Form 10-Q

                               Table of Contents

PART I    FINANCIAL INFORMATION

      Item 1.  Financial Statements:

               Condensed Consolidated Statements of Operations (unaudited) for
               the Three Months Ended September 30, 2000 and 1999

               Condensed Consolidated Statements of Operations (unaudited) for
               the Nine Months Ended September 30, 2000 and 1999

               Condensed Consolidated Balance Sheets at September 30, 2000
               (unaudited) and December 31, 1999

               Condensed Consolidated Statements of Cash Flows (unaudited) for
               the Nine Months Ended September 30, 2000 and 1999

               Notes to Condensed Consolidated Financial Statements (unaudited)

      Item 2.  Management's Discussion and Analysis of Financial Condition
               and Results of Operations

      Item 3.  Quantitative and Qualitative Disclosures About Market Risk
               See "Market Risk" Section of Item 2

PART II   OTHER INFORMATION

      Item 6.  Exhibits and Reports on Form 8-K


                                      -1-


<PAGE>   3
ITEM 1 -- FINANCIAL INFORMATION

                    TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (Amounts in Thousands, Except per Share Amounts -- Unaudited)

<TABLE>
<CAPTION>
                                                Three Months Ended September 30,
                                                --------------------------------
                                                         2000           1999
                                                       --------       --------
<S>                                                  <C>            <C>
Revenues............................................   $536,210       $536,152
Cost of sales.......................................    471,482        453,851
                                                       --------       --------
     Gross profit...................................     64,728         82,301
Selling, general and administrative expenses........     31,535         29,382
Amortization expense................................      5,576          4,451
                                                       --------       --------
     Operating income...............................     27,617         48,468
Interest expense, net...............................     16,405         10,642
                                                       --------       --------
     Income before provision for income taxes.......     11,212         37,826
Provision for income taxes..........................      4,484         15,130
                                                       --------       --------
     Income before equity in earnings of
       joint ventures and minority interest.........      6,728         22,696
Equity in earnings of joint ventures................      5,844          3,664
Minority interest--dividends on trust
  preferred, net....................................     (2,619)        (2,619)
                                                       --------       --------
     Income before extraordinary item...............      9,953         23,741
Extraordinary loss on early extinguishments
  of debt, net......................................      2,988             --
                                                       --------       --------
     Net income.....................................   $  6,965       $ 23,741
                                                       ========       ========
Basic earnings per share (Note 3):
     Income before extraordinary loss...............   $   0.21       $   0.50
     Extraordinary loss.............................      (0.06)            --
                                                       --------       --------
       Net income...................................   $   0.15       $   0.50
                                                       ========       ========
Diluted earnings per share (Note 3):
     Income before extraordinary loss...............   $   0.21       $   0.44
     Extraordinary loss.............................      (0.06)            --
                                                       --------       --------
       Net income...................................   $   0.15       $   0.44
                                                       ========       ========

                  The accompanying notes are an integral part
             of these condensed consolidated financial statements.

                                      -2-
</TABLE>
<PAGE>   4
                    TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (Amounts in Thousands, Except per Share Amounts - Unaudited)

<TABLE>
<CAPTION>
                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                      2000             1999
                                                   ----------       ----------
<S>                                                <C>              <C>
Revenues........................................   $1,902,594       $1,565,404
Cost of sales...................................    1,611,773        1,316,627
                                                   ----------       ----------
  Gross profit..................................      290,821          248,777
Selling, general and administrative expenses....       99,622           76,386
Amortization expense............................       15,793           11,642
                                                   ----------       ----------
  Operating income..............................      175,406          160,749
Interest expense, net...........................       43,136           25,171
                                                   ----------       ----------
  Income before provision for income taxes......      132,270          135,578
Provision for income taxes......................       52,908           54,231
                                                   ----------       ----------
  Income before equity in earnings of joint
  ventures and minority interest................       79,362           81,347
Equity in earnings of joint ventures............       14,864           10,959

Minority interest -- dividends on trust
  preferred, net................................       (7,857)          (7,861)
                                                   ----------       ----------
  Income before extraordinary item..............       86,369           84,445

Extraordinary loss on early extinguishments
  of debt, net..................................        2,988               --
                                                   ----------       ----------
  Net income....................................   $   83,381       $   84,445
                                                   ==========       ==========
Basic earnings per share (Note 3):
  Income before extraordinary item..............   $     1.81       $     1.80
  Extraordinary loss............................        (0.06)              --
                                                   ----------       ----------
    Net income..................................   $     1.75       $     1.80
                                                   ==========       ==========
Diluted earnings per share (Note 3):
  Income before extraordinary item..............   $     1.54       $     1.52
  Extraordinary loss............................        (0.05)              --
                                                   ----------       ----------
    Net income..................................   $     1.49       $     1.52
                                                   ==========       ==========
</TABLE>

                  The accompanying notes are an integral part
             of these condensed consolidated financial statements.

                                      -3-


<PAGE>   5



                    TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                             (Amounts in Thousands)


                                            September 30,     December 31,
                Assets                           2000             1999
-----------------------------------------   -------------     -----------
                                             (unaudited)

Current assets:
  Cash and cash equivalents................  $    1,404        $    3,617
  Accounts receivable, net.................     347,272           353,351
  Inventories, net.........................     116,506           110,897
  Prepaid tooling and other................     107,353            90,191
                                             ----------        ----------
    Total current assets...................     572,535           558,056
                                             ----------        ----------

Property, plant and equipment, net.........   1,213,065         1,075,861
Investments in joint ventures..............     309,081           290,705
Goodwill and other assets, net.............     814,945           627,928
                                             ----------        ----------
                                             $2,909,626        $2,552,550
                                             ==========        ==========

 Liabilities and Stockholders' Investment
------------------------------------------

Current liabilities:
  Current maturities of long-term debt
   and capital lease obligations...........  $   20,660        $   13,876
  Accounts payable.........................     235,110           276,673
  Accrued liabilities......................     129,396           140,567
                                             ----------        ----------
    Total current liabilities..............     385,166           431,116
                                             ----------        ----------

Long-term debt, net of current maturities..     975,405           699,678
Obligations under capital leases,
  net of current maturities................      17,437            21,543
Convertible subordinated notes.............     200,000           200,000
Deferred income taxes......................      67,525            50,736
Other noncurrent liabilities...............     180,325           163,592
                                             ----------        ----------
    Total noncurrent liabilities...........   1,440,692         1,135,549
                                             ----------        ----------
Mandatorily redeemable trust convertible
  preferred securities.....................     258,750           258,750
                                             ----------        ----------
Stockholders' investment:
  Preferred stock..........................          --                --
  Common stock.............................         475               469
  Additional paid-in capital...............     452,403           437,210
  Retained earnings........................     377,903           294,522
  Warrants to acquire common stock.........          --             2,000
  Deferred income stock plan...............      (8,942)           (4,484)
  Accumulated other comprehensive
   income (loss) -- cumulative
   translation adjustment..................       3,179            (2,582)
                                             ----------        ----------
     Total stockholders' investment........     825,018           727,135
                                             ----------        ----------
                                             $2,909,626        $2,552,550
                                             ==========        ==========


                  The accompanying notes are an integral part
             of these condensed consolidated financial statements.


                                      -4-


<PAGE>   6
                    TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                       (Amounts in Thousands - Unaudited)

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                    2000               1999
                                                 -----------        -----------
OPERATING ACTIVITIES:
     Net income...............................   $    83,381        $    84,445
     Adjustments to reconcile net income
      to net cash provided by
      operating activities -
        Depreciation and amortization.........       112,790             80,665
        Deferred income tax provision.........        14,516                 --
        Extraordinary loss on
         extinguishments of debt..............         2,988                 --
        Changes in other operating items......       (76,457)           (65,395)
                                                 -----------        -----------
        Net cash provided by operating
         activities...........................       137,218             99,715
                                                 -----------        -----------
INVESTING ACTIVITIES:
     Acquisitions and investment
      in joint venture.......................       (232,651)          (331,767)
     Capital expenditures, net...............       (157,547)          (160,299)
     Change in restricted cash...............             --              2,677
                                                 -----------        -----------
       Net cash used in investing
        activities...........................       (390,198)          (489,389)
                                                 -----------        -----------
FINANCING ACTIVITIES:
     Proceeds from borrowings...............       2,729,055          1,647,118
     Repayment of debt......................      (2,484,282)        (1,269,190)
     Proceeds from issuance of stock........           5,994              9,379
                                                 -----------        -----------
       Net cash provided by
        financing activities................         250,767            387,307
                                                 -----------        -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS......         (2,213)            (2,367)

CASH AND CASH EQUIVALENTS:
     Beginning of period....................           3,617              3,434
                                                 -----------        -----------
     End of period..........................     $     1,404        $     1,067
                                                 ===========        ===========
NON-CASH FINANCING ACTIVITIES:
     Deferred Income Stock Plan.............     $     4,458        $     4,484
                                                 ===========        ===========

                  The accompanying notes are an integral part
             of these condensed consolidated financial statements.



                                      -5-
<PAGE>   7
                    TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1.   The accompanying condensed consolidated financial statements have been
     prepared by Tower Automotive, Inc. (the "Company"), without audit, pursuant
     to the rules and regulations of the Securities and Exchange Commission. The
     information furnished in the condensed consolidated financial statements
     includes normal recurring adjustments and reflects all adjustments which
     are, in the opinion of management, necessary for a fair presentation of
     such financial statements. Certain information and footnote disclosures
     normally included in financial statements prepared in accordance with
     generally accepted accounting principles have been condensed or omitted
     pursuant to such rules and regulations. Although the Company believes that
     the disclosures are adequate to make the information presented not
     misleading, it is suggested that these condensed consolidated financial
     statements be read in conjunction with the audited financial statements and
     the notes thereto included in the Company's 1999 Annual Report Form and
     10-K for the year ended December 31, 1999.

     Revenues and operating results for the three and nine months ended
     September 30, 2000 are not necessarily indicative of the results to be
     expected for the full year.

2.   Inventories consisted of the following (in thousands):

<TABLE>
<CAPTION>

                                       September 30,           December 31,
                                           2000                   1999
                                       -------------           ------------
<S>                                      <C>                   <C>
     Raw materials.....................  $ 42,621                $ 47,231
     Work in process...................    42,042                  34,143
     Finished goods....................    31,843                  29,523
                                         --------                --------
                                         $116,506                $110,897
                                         ========                ========
</TABLE>

3.   Basic earnings per share were computed by dividing net income by the
     weighted average number of common shares outstanding during the respective
     quarters. Diluted earnings per share would be determined on the
     assumptions:(i) the Edgewood notes were converted at the beginning of
     the respective periods, (ii) the Convertible Subordinated Notes were
     converted at the beginning of the respective periods, and (iii) the
     Preferred Securities were converted at the beginning of the respective
     periods (in thousands, except per share data); however, the convertible
     subordinated notes and preferred securities were not included in the
     computation of diluted earnings per share for the three months ended
     September 30, 2000, as their inclusion would have had an anti-dilutive
     effect on earnings per share.


                                      -6-

<PAGE>   8
<TABLE>
<CAPTION>

                                           Three Months Ended    Nine Months Ended
                                              September 30,         September 30,
                                           ------------------    ------------------
                                             2000       1999       2000       1999
                                           -------    -------    -------    -------
<S>                                        <C>        <C>        <C>        <C>
     Net income.........................   $ 6,965    $23,741    $83,381    $84,445
     Interest expense on Edgewood
       notes, net of tax................         7          9         23         28
     Interest expense on Convertible
       Subordinated Notes, net of tax...        --      1,627      4,879      4,881
     Dividends on Preferred Securities,
       net of tax.......................        --      2,619      7,857      7,861
                                           -------    -------    -------    -------
     Net income applicable to common
       stockholders -- diluted..........   $ 6,972    $27,996    $96,140    $97,215
                                           =======    =======    =======    =======
     Weighted average number of common
       shares outstanding...............    47,986     47,081     47,649     46,871
     Dilutive effect of outstanding
       stock options and warrants
       after application of the treasury
       stock method.....................       136        569        193        647
     Dilutive effect of Edgewood notes,
       assuming conversion..............       289        296        289        339
     Dilutive effect of Convertible
       Subordinated Notes, assuming
       conversion.......................        --      7,728      7,728      7,728
     Dilutive effect of Preferred
       Securities, assuming conversion..        --      8,425      8,425      8,425
                                           -------    -------    -------    -------
     Diluted shares outstanding.........    48,411     64,099     64,284     64,010
                                           =======    =======    =======    =======
     Basic earnings per share...........   $  0.15    $  0.50    $  1.75    $  1.80
                                           =======    =======    =======    =======
     Diluted earnings per share.........   $  0.15    $  0.44    $  1.49    $  1.52
                                           =======    =======    =======    =======
</TABLE>

4.   Long-term debt consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                              September 30,          December 31,
                                                  2000                  1999
                                              -------------          ------------
<S>                                           <C>                    <C>
     Revolving credit facility.............      $427,938              $321,679
     Term credit facility..................       325,000               324,210
     Euro bonds............................       132,555                    --
     Industrial development revenue bonds..        43,765                43,765
     Edgewood notes........................           878                   878
     Other.................................        60,993                11,644
                                                 --------              --------
                                                  991,129               702,176
     Less-current maturities...............       (15,724)               (2,498)
                                                 --------              --------
       Total long-term debt................      $975,405              $699,678
                                                 ========              ========

</TABLE>

                                      -7-
<PAGE>   9
     On July 25, 2000, the Company replaced its existing $675 million revolving
     credit agreement and its $325 million term loan with a new six-year $1.15
     billion senior unsecured credit agreement. The new credit agreement
     includes a non-amortizing revolving facility of $825 million along with an
     amortizing term loan of $325 million. The new facility also includes a
     multi-currency borrowing feature that allows the Company to borrow up to
     $500 million in certain freely tradeable offshore currencies, and letter of
     credit sublimits of $100 million. As of September 30, 2000, approximately
     $8.7 million of the outstanding borrowings are denominated in Japanese yen
     and $52.1 million of the outstanding borrowings are denominated in Euro.
     Interest on the new credit facility is at the financial institution's
     reference rate, LIBOR, or the Eurodollar rate plus a margin ranging from 0
     to 200 basis points depending on the ratio of the consolidated funded debt
     for restricted subsidiaries of the Company to its total EBITDA. The
     weighted average interest rate for such borrowings was 6.95% for the nine
     months ended September 30, 2000. The new credit agreement has a final
     maturity of 2006. As a result of the debt replacement, the Company recorded
     an extraordinary loss, net of tax, of $3.0 million during the third quarter
     of 2000.

     The Credit Agreement requires the Company to meet certain financial tests,
     including but not limited to a minimum interest coverage and maximum
     leverage ratio. As of September 30, 2000, the Company was in compliance
     with all debt covenants.

     On July 25, 2000, the Company issued Euro-denominated senior unsecured
     notes in the amount of of 9.25%, payable semi-annually. The notes rank
     equally with all of the Company's other unsecured and unsubordinated debt.
     The net proceeds after issuance costs were used to repay a portion of the
     Company's existing Euro-denominated indebtedness under its existing credit
     facility. The notes mature on August 1, 2010.

     For the periods presented through July 24, 2000, the Company's Credit
     Agreement included a revolving credit facility that provided for borrowings
     of up to $750 million on an unsecured basis with a letter of credit
     sublimit of $75 million. In addition, under the terms of the revolving
     credit facility, the equivalent of up to $85 million in borrowings could be
     denominated in Italian lira. The amount available under the revolving
     credit facility reduced to $675 million in April 2000, $600 million in
     April 2001 and $500 million in April 2002. The Credit Agreement had a final
     maturity of April 2003. Interest on the credit facility was at the prime
     rate or LIBOR plus a margin ranging from 17 to 50 basis points depending
     upon the ratio of the consolidated indebtedness of the Company to its total
     capitalization.

     On August 23, 1999, the Company amended and restated its Credit Agreement
     to include a term loan add on facility of $325 million. The term loan
     facility would have matured in eight equal repayments beginning September
     2002 with final maturity in June 2004. Interest on the term loan facility
     was at the prime rate or LIBOR plus a margin ranging from 25 to 175 basis
     points depending on the Company's ratio of consolidated indebtedness to its
     total capitalization. The proceeds from the term facility were used to
     repay outstanding indebtedness under the revolving facility incurred in
     connection with the acquisition of Active in July 1999.

     During September 2000, the Company entered into an interest rate swap
     contract to hedge against interest rate exposure on approximately
     $160 million of its floating rate indebtedness. The contracts have the
     effect of converting the floating rate interest to a fixed rate of
     approximately 6.9%, plus any applicable margin required under the revolving
     credit facility. The interest rate swap contract was executed to balance
     the Company's fixed-rate and floating-rate debt portfolios.

5.   On July 29, 1999, the Company acquired all of the outstanding stock of
     Active Tool and Manufacturing Company, Inc. and its affiliate Active
     Products Corporation (collectively, "Active") for total consideration of
     approximately $315 million. Active, which has five facilities, is a leading
     designer and producer of large structural stampings and assemblies
     including Class A exposed metal surfaces to the North American automotive
     industry. Active's principle customers include DaimlerChrysler, Ford,
     General Motors, and Saturn. Products offered by Active include body sides,
     pickup box sides, fenders, floor pan assemblies, door panels, pillars, and
     heat shields. The acquisition of Active enhances the Company's ability to
     manufacture large and

                                      -8-
<PAGE>   10
     complex structures, as well as exposed surface panels. The acquisition was
     financed with proceeds from the Company's revolving credit facility.

     Effective January 1, 2000, the Company acquired all of the outstanding
     shares of Dr. Meleghy GmbH & Co. KG Werkzeugbau und Presswerk, Bergisch
     Gladbach ("Dr. Meleghy") for approximately $86.4 million. Dr. Meleghy
     designs and produces structural stampings, assemblies, exposed surface
     panels and modules to the European automotive industry. Dr. Meleghy also
     designs and manufactures tools and dies for use in their production and for
     the external market. Dr. Meleghy operates three facilities in Germany and
     one facility in both Hungary and Poland. Dr. Meleghy's main customers
     include DaimlerChrysler, Audi, Volkswagen, Ford, Opel and BMW. Products
     offered by Dr. Meleghy include body side panels, floor pan assemblies and
     miscellaneous structural stampings. The Company may pay an additional
     $38 million if certain operating targets are met. The acquisition was
     financed with proceeds from the Company's revolving credit facility.

     On May 3, 2000, the Company acquired all of the outstanding common stock
     of Algoods, Inc. ("Algoods") for total consideration of approximately
     $33 million. Algoods manufactures aluminum heat shields and impact discs
     for the North American automotive industry from aluminum mini-mill and
     manufacturing operations located in Toronto, Canada. Its primary customer
     is DaimlerChrysler. The acquisition of Algoods represents a significant
     investment in processing technology for lightweight materials which
     complements the Company's existing heat shield capabilities and provides
     opportunities for application in other lightweight vehicle structural
     products. The acquisition was funded with proceeds from the Company's
     revolving credit facility.

     On July 6, 2000, the Company acquired the remaining 60% equity interest in
     Metalurgica Caterina S.A. ("Caterina") for approximately $42 million.
     Caterina is a supplier of structural stampings and assemblies to the
     Brazilian automotive market, including Volkswagen and Mercedes-Benz. The
     acquisition was funded with proceeds from the Company's revolving credit
     facility.

     These acquisitions discussed above have been accounted for using the
     purchase method of accounting and, accordingly, the assets acquired and
     liabilities assumed have been recorded at the fair value as of the date of
     the acquisitions. The assets and liabilities of Dr. Meleghy, Algoods, and
     Caterina have been recorded based on preliminary estimates of fair value as
     of the date of the acquisition. The excess of the purchase price over the
     fair value of the assets acquired and liabilities assumed has been recorded
     as goodwill. The Company is further evaluating the fair value of certain
     assets acquired and liabilities assumed in connection with the Dr. Meleghy,
     Algoods, and Caterina acquisitions and as a result, will likely result in
     adjustments to the preliminary allocation of the purchase price.

     In conjunction with acquisitions made, reserves have been established for
     certain costs associated with facility shutdown and consolidation
     activities and for general and payroll related costs primarily for planned
     employee termination activities. As of December 31, 1999, approximately
     $13.8 million and $6.4 million were recorded for facility shutdown and
     payroll related costs, respectively. Cost incurred and charged to such
     reserves amounted to $4.9 for facility shutdown costs and $3.1 million for
     payroll related termination costs for the nine months ended September 30,
     2000. Additional acquisition reserves of $1.0 million related to facility
     costs were recorded for the nine months ended September 30, 2000. At
     September 30, 2000, liabilities for approximately $9.9 million for costs
     associated with facility shutdown and consolidation activities and
     $3.3 million of general and payroll related and costs primarily for planned
     employee termination activities remained. The timing of facility shutdown
     and consolidation activities has been adjusted to reflect customer concerns
     with supply interruption. These reserves have been utilized as originally
     intended and management believes the liabilities recorded for shutdown and
     consolidation activities are adequate but not excessive as of September 30,
     2000.

6.   On October 14, 1999, the Company loaned $30.0 million to J. L. French
     Automotive Castings, Inc. ("J.L. French") in exchange for a convertible
     subordinated promissory note due October 14, 2009. The note bears interest
     at 7.5% annually with interest payable on the last day of each calendar
     quarter beginning December 31, 1999. The Company can convert, at its
     option, any portion of the outstanding principal of the note into Class A
     Common Stock of J. L. French at a preset agreed upon conversion price. On
     May 24, 2000, the Company made an additional investment of $11.0 million in
     exchange for a 3.4% equity interest in J. L. French.

                                      -9-

<PAGE>   11
7.   On October 29, 1999, the Company invested $21 million for new shares
     representing a 49% equity interest in Seojin Industrial Company Limited
     ("Seojin"). Seojin is a supplier of frames, modules and structural
     components to the Korean automotive industry. The equity interest was
     financed with proceeds from the Company's revolving credit facility.
     In addition, the Company advanced $19 million to Seojin in exchange for
     variable rate convertible bonds denominated in Korean Won (the "Bonds") due
     October 30, 2009. The Bonds are unsecured and rank equally with all other
     present and future obligations of Seojin. The Bonds currently bear interest
     at 6% per annum. Interest on the Bonds is payable annually beginning
     October 30, 2000 and each October 30 thereafter until maturity. The Company
     has the right to convert the Bonds into common stock of Seojin any time on
     or after October 30, 2000. The conversion rate is based upon a
     predetermined formula that would increase the Company's equity interest to
     approximately 66%. On October 31, 2000, the Company exercised its right to
     convert the Bonds into 17% of the common stock of Seojin. Based upon the
     formula for conversion of the Seojin variable rate bonds, the Company paid
     $1.2 million for the additional equity interest.

8.   On September 20, 2000, the Company loaned $20.0 million to Seojin. The loan
     bears interest at the three month LIBOR rate plus a margin of 400 basis
     points and is payable on the last day of the quarter beginning December 31,
     2000. At September 30, 2000, the interest rate on the loan was 10.7%. The
     principal is due to be repaid on September 21, 2001. The loan is guaranteed
     by the personal assets of the Company's partner in the Seojin joint
     venture.

9.   On September 21, 2000, the Company acquired a 17 percent equity interest in
     Yorozu Corporation ("Yorozu"), a supplier of suspension modules and
     structural parts to the Asian and North American automotive markets, from
     Nissan Motor Co. Ltd. ("Nissan"). Yorozu is based in Japan and is publicly
     traded on the first tier of the Tokyo Stock Exchange. Its principal
     customers include Nissan, Auto Alliance, General Motors, Ford, and Honda.
     The Company will pay Nissan approximately $38 million over the next two and
     a half years to acquire the 17 percent interest. In addition, the Company
     will have the opportunity to increase its holdings in Yorozu through the
     purchase of additional Yorozu shares.

10.  The Company is a 40% partner in Metalsa S. de R.L. ("Metalsa") with
     Promotora de Empresas Zano, S.A. de C.V. ("Proeza"). The partnership
     agreement provides additional amounts of up to $45 million payable based
     upon net earnings of Metalsa during 1998, 1999, and 2000. Based upon
     Metalsa's 1998 net earnings, the Company paid Proeza approximately
     $9.0 million in additional consideration during the second quarter of 1999.
     Based upon Metalsa's 1999 net earnings, the Company paid Proeza
     approximately $7.9 million in additional consideration during the first
     quarter of 2000.

11.  Supplemental cash flow information (in thousands):

<TABLE>
<CAPTION>

                           Three Months Ended September 30,    Nine Months Ended September 30,
                           --------------------------------    ------------------------------
                                2000              1999              2000             1999
                           ---------------  ---------------    ---------------  -------------
     <S>                   <C>              <C>                <C>              <C>
     Cash paid for -
        Interest.........      $19,232          $11,447            $51,505          $25,438
     Income taxes........      $ 1,128          $ 2,100            $17,345          $12,356

</TABLE>

                                      -10-

<PAGE>   12
12.  The following presents comprehensive income, defined as changes in the
     stockholders' investment of the Company, for the three and nine month
     periods ended September 30, 2000 and 1999 (in thousands):


<TABLE>
<CAPTION>

                                Three Months Ended Sept. 30,  Nine Months Ended Sept. 30,
                                ----------------------------  ---------------------------
                                      2000       1999              2000        1999
                                    -------     -------           -------     -------
<S>                               <C>           <C>               <C>         <C>
     Net income.................    $ 6,965     $23,741           $83,381     $84,445

     Change in cumulative
       translation adjustment...      6,511         333             5,761        (686)
                                    -------     -------           -------     -------
     Comprehensive income.......    $13,476     $24,074           $89,142     $83,759
                                    =======     =======           =======     =======
</TABLE>


13.  In connection with the Company's acquisition of MascoTech Stamping
     Technologies, Inc. in June 1996, the Company issued warrants to acquire
     400,000 shares of the Company's Common Stock at an exercise price of $9 per
     share to MascoTech, Inc. ("MascoTech"). On May 5, 2000, MascoTech exercised
     all of the warrants outstanding under this agreement.

14.  SFAS No. 133, "Accounting for Derivative Instruments and Hedging
     Activities" as amended by SFAS No. 137, becomes effective for the years
     beginning after June 15, 2000. SFAS No. 133 establishes accounting and
     reporting standards requiring that every derivative instrument, including
     certain derivative instruments embedded in other contracts, be recorded in
     the balance sheet as either an asset or liability measured at its fair
     value. SFAS No. 133 requires that changes in the derivative's fair value be
     recognized currently in earnings unless specific hedge criteria are met.
     Special accounting for qualifying hedges allow a derivative's gains or
     losses to offset related results on the hedged item in the income statement
     and requires that a company must formally document, designate and assess
     the effectiveness of transactions that receive hedge accounting. The
     Company is currently analyzing and quantifying the impact of adopting SFAS
     No. 133 and 137, and believes the impact will not be material to the
     financial statements.

15.  On October 2, 2000, the Company signed a definitive agreement to sell its
     Roanoke, Virginia heavy truck rail manufacturing business to its joint
     venture partner, Metalsa S. de R.L. for $55 million plus an earnout of up
     to $30 million based on achieving certain profit levels over the next three
     years. The transaction is expected to close by the end of December 2000.

     Additionally, on October 2, 2000, the Company's board of directors approved
     a comprehensive operational realignment plan, which is intended to improve
     the Company's long-term competitive position and lower its cost structure.
     The plan includes phasing out the heavy truck rail manufacturing in
     Milwaukee, Wisconsin; reducing stamping capacity by closing the Kalamazoo,
     Michigan facility; and consolidating related support activities across the
     enterprise. The Company plans to record a charge to operations of
     approximately $140 million in the fourth quarter of 2000, which reflects
     the estimated qualifying "exit costs" to be incurred over the next
     12 months under the plan. Certain of the estimates used for the severance
     and outplacement costs are subject to collective bargaining discussions and
     thus these costs will qualify as "exit costs" upon completion of these
     negotiations.

     The charge will include costs associated with asset impairments, severance
     and outplacement costs related to employee terminations, and loss contract
     provisions. These activities are anticipated to result in a reduction of
     more than 800 employees. The charges do not cover certain aspects of the
     plan, including movement of equipment and employee relocation and training.
     These costs will be recognized in future periods as incurred.

     The asset impairments consist of long-lived assets, including fixed assets,
     manufacturing equipment, and land, from facilities the Company intends to
     dispose of or discontinue. For assets to be disposed of currently,
     impairment was measured based on estimated proceeds on the sale of the
     facilities and equipment. For assets to be held and used in the future, the
     Company prepared a forecast of expected undiscounted cash flows to
     determine whether asset impairment existed, and we used fair values to
     measure the required writedowns.

16.  On May 26, 2000, the Company announced that its board of directors approved
     the purchase of up to $100 million of its common stock, if authorized by
     the executive committee of the board. The shares may be purchased in the
     open market at prevailing prices and at times and amounts to be determined
     by the board's executive committee as market conditions and the Company's
     capital position warrant. During October 2000 and through November 10,
     2000, approximately 2.6 million shares, at a total cost of approximately
     $25.1 million have been purchased. These shares will be placed in treasury
     and may subsequently be reissued for general corporate purposes.

17.  The following consolidating financial information presents balance sheet,
     statement of operations and cash flow information related to the Company's
     business. Each Guarantor, as defined, is a direct or indirect wholly-owned
     subsidiary of the Company and has fully and unconditionally guaranteed the
     9.25% senior unsecured notes issued by R. J. Tower Corporation, on a joint
     and several basis. The Non-Guarantors are the Company's foreign
     subsidiaries. Separate financial statements and other disclosures
     concerning the Guarantors have not been presented because management
     believes that such information is not material to investors.



                                      -11-
<PAGE>   13
                             TOWER AUTOMOTIVE, INC.
               Consolidating Balance Sheets at September 30, 2000
                      (Amounts in thousands -- unaudited)

[CAPTION]
<TABLE>

                                                          R. J. Tower    Guarantor    Non-Guarantor
                Assets                                    Corporation    Companies      Companies      Eliminations    Consolidated
-------------------------------------------------         -----------    ---------    -------------    ------------    ------------
<S>                                                       <C>            <C>          <C>              <C>             <C>
Current assets:
     Cash and cash equivalents...................         $  (9,423)    $    2,301     $  8,526         $      --        $    1,404
     Accounts receivable, net....................            17,138        235,715       94,419                --           347,272
     Inventories, net............................             2,130         83,254       31,122                --           116,506
     Prepaid tooling and other...................            18,105         74,964       14,284                --           107,353
                                                          ---------     ----------     --------         ---------        ----------
       Total current assets......................            27,950        396,234      148,351                --           572,535
                                                          ---------     ----------     --------         ---------        ----------
Property, plant and equipment, net...............            24,845      1,071,824      116,396                --         1,213,065
Investments in joint ventures....................           277,195         31,886           --                --           309,081
Investment in subsidiaries.......................           519,160             --           --          (519,160)               --
Goodwill and other assets, net...................            36,382        558,726      219,837                --           814,945
                                                          ---------     ----------     --------         ---------        ----------
                                                          $ 885,532     $2,058,670     $484,584         $(519,160)       $2,909,626
                                                          =========     ==========     ========         =========        ==========

    Liabilities and Stockholders' Investment
-------------------------------------------------
Current liabilities
     Current maturities of long-term
          debt and capital lease obligations.....         $   2,411     $    4,936     $ 13,313         $      --        $   20,660
     Accounts payable............................            (4,748)       168,476       71,382                --           235,110
     Accrued liabilities.........................           (19,205)       118,385       30,216                --           129,396
                                                          ---------     ----------     --------         ---------        ----------
          Total current liabilities..............           (21,542)       291,797      114,911                --           385,166
                                                          ---------     ----------     --------         ---------        ----------

Long-term debt, net of current maturities........           886,380         44,787       44,238                --           975,405
Obligations under capital leases,
     net of current maturities...................                --         17,437           --                --            17,347
Convertible subordinated notes...................                --        200,000           --                --           200,000
Due to/(from) affiliates.........................          (890,293)       632,885      257,408                --                --
Deferred income taxes............................            62,856             --        4,669                --            67,525
Other noncurrent liabilities.....................            26,149        137,124       17,052                --           180,325
                                                          ---------     ----------     --------         ---------        ----------
          Total noncurrent  liabilities..........            85,092      1,032,233      323,367                --         1,440,692
                                                          ---------     ----------     --------         ---------        ----------
Manditorily redeemable trust convertible
     preferred securities........................                --        258,750           --                --           258,750

Stockholders' investment.........................           821,839        475,890       43,270          (519,160)          821,839
Accumulated other comprehensive income (loss) -
     cumulative translation adjustment...........               143             --        3,036                --             3,179
                                                          ---------     ----------     --------         ---------        ----------
          Total stockholders' investment.........           821,982        475,890       46,306          (519,160)          825,018
                                                          ---------     ----------     --------         ---------        ----------
                                                          $ 885,532     $2,058,670     $484,584         $(519,160)       $2,909,626
                                                          =========     ==========     ========         =========        ==========
</TABLE>




                                      -13-
<PAGE>   14
                             TOWER AUTOMOTIVE, INC.
          CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
                            ENDED SEPTEMBER 30, 2000
                      (Amounts in  thousands -- unaudited)

[CAPTION]
<TABLE>
                                                R. J. Tower    Guarantor    Non-Guarantor
                                                Corporation     Companies     Companies        Eliminations    Consolidated
                                                -------------   ---------    -------------     ------------    ------------
<S>                                               <C>            <C>           <C>               <C>             <C>
Revenues                                          $17,538        $414,218      $104,454           $     --        $536,210

Cost of sales.................................      6,159         371,108        94,215                 --         471,482
                                                  -------        ---------     --------           --------        --------
  Gross profit................................     11,379          43,110        10,239                 --          64,728

Selling, general and administrative expenses..        336          26,406         4,793                 --          31,535

Amortization expense..........................        794           3,544         1,238                 --           5,576
                                                  -------         -------      --------           --------        --------
  Operating income............................     10,249          13,160         4,208                 --          27,617

Interest expense, net.........................     17,482          (2,313)        1,236                 --          16,405
                                                  -------         -------      --------           --------        --------
  Income before provision for income taxes....     (7,233)         15,473         2,972                 --          11,212

Provision for income taxes....................     (2,893)          6,189         1,188                 --           4,484
                                                  -------         -------      --------           --------        --------
  Income before equity in earnings of
    joint ventures and minority interest......     (4,340)          9,284         1,784                 --           6,728

Equity in earnings of joint ventures
 and subsidiaries.............................     14,293              --            --             (8,449)          5,844

Minority interest -- dividends on trust
  preferred, net..............................         --          (2,619)           --                 --          (2,619)
                                                  -------         -------      --------            -------        --------

   Income before extraordinary item...........      9,953           6,665         1,784             (8,449)          9,953

Extraordinary loss on early extinguishments
 of debt, net.................................      2,988             --             --                 --           2,988
                                                  -------         -------      --------            -------        --------
   Net income.................................    $ 6,965        $  6,665      $  1,784            $(8,449)       $  6,965
                                                  =======        ========      ========           ========        ========
</TABLE>



                                      -13-
<PAGE>   15
                             TOWER AUTOMOTIVE, INC.
                   CONSOLIDATING STATEMENTS OF OPERATIONS FOR
                    THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                      (Amounts in thousands -- unaudited)

<TABLE>
<CAPTION>

                                                    R. J. Tower      Guarantor     Non-Guarantor
                                                    Corporation      Companies       Companies      Eliminations   Consolidated
                                                    -----------     -----------    -------------    ------------   ------------
<S>                                                 <C>             <C>           <C>              <C>            <C>

Revenues..........................................   $ 59,884       $1,501,294       $341,416        $     --       $1,902,594
Cost of sales.....................................     38,216        1,268,815        304,742              --        1,611,773
                                                     --------       ----------       --------        --------       ----------
  Gross profit....................................     21,668          232,479         36,674              --          290,821
Selling, general and administrative
  expenses........................................      5,676           80,491         13,455              --           99,622
Amortization expense..............................      2,392           10,630          2,771              --           15,793
                                                     --------       ----------       --------        --------       ----------
 Operating income.................................     13,600          141,358         20,448              --          175,406

Interest expense, net.............................     40,221           (1,919)         4,834              --           43,136
                                                     --------       ----------       --------        --------       ----------
 Income before provision for income taxes.........    (26,621)         143,277         15,614              --          132,270

Provision for income taxes........................    (10,648)          57,311          6,245              --           52,908
                                                     --------       ----------       --------        --------       ----------
Income before equity in earnings of
  joint ventures and minority interest............    (15,973)          85,966          9,369              --           79,362

Equity in earnings of joint ventures
  and subsidiaries................................    102,342               --             --         (87,478)          14,864

Minority interest -- dividends on trust
  preferred, net..................................         --           (7,857)            --              --           (7,857)
                                                     --------       ----------       --------        --------       ----------
 Income before extraordinary item.................     86,369           78,109          9,369         (87,478)          86,369

Extraordinary loss on early extinguishments
  of debt, net....................................      2,988               --             --              --            2,988
                                                     --------       ----------       --------        --------       ----------
 Net income.......................................   $ 83,381       $   78,109        $ 9,369        $(87,478)      $   83,381
                                                     ========       ==========       ========        ========       ==========

</TABLE>

                                      -14-



<PAGE>   16
                             TOWER AUTOMOTIVE, INC.
                 Consolidating Statements of Cash Flows for the
                      Nine Months Ended September 30, 2000
                      (Amounts in thousands -- unaudited)

<TABLE>
<CAPTION>
                                          R. J. Tower     Guarantor    Non-Guarantor
                                          Corporation     Companies      Companies     Eliminations    Consolidated
                                          -----------     ---------    -------------   ------------    ------------
<S>                                       <C>                <C>            <C>           <C>            <C>
OPERATING ACTIVITIES:
Net income..............................  $    83,381     $  78,109     $   9,369        $(87,478)     $    83,381
Adjustments required to reconcile
 net income to net cash provided
 by (used in) operating activities
    Depreciation and amortization.......        5,252        94,187        13,351              --          112,790
    Deferred income tax provision.......       14,667            --          (151)             --           14,516
    Extraordinary loss on extinguishments
      of debt...........................        2,988            --            --              --            2,988
    Changes in other operating items....     (313,651)       13,231       223,963              --          (76,457)
                                          -----------     ---------     ---------        --------       ----------
      Net cash provided by (used in)
       operating activities.............     (207,363)      185,527       246,532         (87,478)         137,218
                                          -----------     ---------     ---------        --------       ----------

INVESTING ACTIVITIES:
Capital expenditures, net...............       (3,279)     (154,348)           80              --         (157,547)
Acquisitions and other, net.............     (142,354)      (20,000)     (157,775)         87,478         (232,651)
                                          -----------     ---------     ---------        --------       ----------
      Net cash used in investing
       activities.......................     (145,633)     (174,348)     (157,695)         87,478         (390,198)
                                          ===========     =========     =========        ========       ==========

FINANCING ACTIVITIES:
Proceeds from borrowings................    2,684,777            21        44,257              --        2,729,055
Repayments of debt......................   (2,349,510)       (9,383)     (125,389)             --       (2,484,282)
Net proceeds from the issuance of
 common stock...........................        5,994            --            --              --            5,994
                                          -----------     ---------     ---------        --------        ---------
      Net cash provided by (used for)
       financing activities.............      341,261        (9,362)      (81,132)             --          250,767
                                          ===========     =========     =========        ========       ==========

NET CHANGE IN CASH AND CASH
 EQUIVALENTS............................      (11,735)        1,817         7,705              --           (2,213)
CASH AND CASH EQUIVALENTS, BEGINNING
 OF PERIOD..............................        2,312           484           821              --            3,617
                                          -----------     ---------     ---------        --------        ---------
CASH AND CASH EQUIVALENTS, END
 OF PERIOD..............................  $    (9,423)    $   2,301     $   8,526        $     --        $   1,404
                                          ===========     =========     =========        ========        =========
</TABLE>

                                      -15-

<PAGE>   17
                             TOWER AUTOMOTIVE, INC.
               CONSOLIDATING BALANCE SHEETS AT DECEMBER 31, 1999
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                 R.J. Tower      Guarantor     Non-Guarantor
                                                 Corporation     Companies       Companies        Eliminations      Consolidated
                                                 -----------     ---------     -------------      ------------      ------------
<S>                                              <C>             <C>           <C>                <C>               <C>
                   Assets
-------------------------------------------
Current assets:
     Cash and cash equivalents.............      $   2,312      $      484         $    821         $       --        $    3,617
     Accounts receivable, net..............          8,279         280,543           64,529                 --           353,351
     Inventories, net......................          2,580          99,454            8,863                 --           110,897
     Prepaid tooling and other.............         21,539          53,877           14,775                 --            90,191
                                                 ---------      ----------         --------         ----------        ----------
          Total current assets.............         34,710         434,358           88,988                 --           558,056
                                                 ---------      ----------         --------         ----------        ----------

Property, plant and equipment, net.........         24,426       1,001,033           50,402                 --         1,075,861
Investments in joint ventures..............        260,705          30,000               --                 --           290,705
Investment in subsidiaries.................        415,247              --               --           (415,247)               --
Goodwill and other assets, net.............         25,469         551,406           51,053                 --           627,928
                                                 ---------      ----------         --------         ----------        ----------
                                                 $ 760,557      $2,016,797         $190,443         $ (415,247)       $2,552,550
                                                 =========      ==========         ========         ==========        ==========

 Liabilities and Stockholders' Investment
-------------------------------------------
Current liabilities
     Current maturities of long-term debt
       and capital lease obligations.......       $     11      $   12,098         $  1,767         $       --        $   13,876
     Accounts payable......................          7,889         198,281           70,503                 --           276,673
     Accrued liabilities...................        (45,601)        177,782            8,386                 --           140,567
                                                 ---------      ----------         --------         ----------        ----------
          Total current liabilities........        (37,701)        388,161           80,656                 --           431,116
                                                 ---------      ----------         --------         ----------        ----------

Long-term debt, net of current maturities..        553,513          42,881          103,284                 --           699,678
Obligations under capital leases,
  net of current maturities................             --          21,543               --                 --            21,543
Convertible subordinated notes.............             --         200,000               --                 --           200,000
Due to/(from) affiliates...................       (531,960)        554,153          (22,193)                --                --
Deferred income taxes......................         48,189              --            2,547                 --            50,736
Other noncurrent liabilities...............            534         153,528            9,530                 --           163,592
                                                 ---------      ----------         --------         ----------        ----------
          Total noncurrent liabilities.....         70,276         972,105           93,168                 --         1,135,549
                                                 ---------      ----------         --------         ----------        ----------
Manditorily redeemable trust convertible
  preferred  securities....................             --         258,750               --                 --           258,750
Stockholders' investment...................        729,717         397,781           17,466           (415,247)          729,717
Accumulated other comprehensive
  income (loss) -  cumulative translation
  adjustment...............................         (1,735)             --             (847)                --            (2,582)
                                                 ---------      ----------         --------         ----------        ----------
           Total stockholders' investment..        727,982         397,781           16,619           (415,247)          727,135
                                                 ---------      ----------         --------         ----------        ----------
                                                 $ 760,557      $2,016,797         $190,443         $ (415,247)       $2,552,550
                                                 =========      ==========         ========         ==========        ==========

</TABLE>

                                      -16-



<PAGE>   18
                             TOWER AUTOMOTIVE, INC.
                 CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE
                     THREE MONTHS ENDED SEPTEMBER 30, 1999
                      (Amounts in thousands -- unaudited)
<TABLE>
<CAPTION>
                                          R.J. Tower         Guarantor        Non-Guarantor
                                          Corporation        Companies          Companies       Eliminations        Consolidated
                                         ------------        ----------        ------------     ------------        ------------
<S>                                     <C>                 <C>                <C>              <C>                 <C>
Revenues                                 $ 18,592            $461,377            $56,183           $     --           $536,152
Cost of sales..........................    18,278             382,189             53,384                 --            453,851
                                         --------            --------            -------           --------           --------
     Gross profit......................       314              79,188              2,799                 --             82,301
Selling, general and administrative
     expenses..........................     2,162              25,920              1,300                 --             29,382
Amortization expense...................     1,161               2,924                366                 --              4,451
                                         --------            --------            -------           --------           --------
     Operating income..................    (3,009)             50,344              1,133                 --             48,468
Interest expense, net..................     8,572               1,262                808                 --             10,642
                                         --------            --------            -------           --------           --------

     Income before provision for
       income taxes....................   (11,581)             49,082                325                 --             37,826
Provision for income taxes.............    (4,633)             19,633                130                 --             15,130
                                         --------            --------            -------           --------           --------
     Income before equity in earnings
       of joint ventures and minority
       interest........................    (6,948)             29,449                195                 --             22,696
Equity in earnings of joint ventures
     and subsidiaries..................    30,689                  --                 --            (27,025)             3,664
Minority interest -- dividends on
  trust preferred, net.................        --              (2,619)                --                 --             (2,619)
                                         --------            --------            -------           --------           --------
     Income before extraordinary item..    23,741              26,830                195            (27,025)            23,741

Extraordinary loss on early
   extinguishments of debt, net........        --                  --                 --                 --                 --
                                         --------            --------            -------           --------           --------
     Net income........................  $ 23,741            $ 26,830            $   195           $(27,025)          $ 23,741
                                         ========            ========            =======           ========           ========

</TABLE>



                                      -17-


<PAGE>   19


                             TOWER AUTOMOTIVE, INC.
              CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE NINE
                        MONTHS ENDED SEPTEMBER 30, 1999
                        (Amounts in Thousands - Unaudited)

<TABLE>
<CAPTION>

                                                    R. J. Tower     Guarantor     Non-Guarantor
                                                    Corporation     Companies       Companies      Eliminations   Consolidated
                                                    -----------     ----------    -------------    ------------   ------------
<S>                                                 <C>             <C>           <C>              <C>            <C>

Revenues.........................................   $  62,099       $1,305,431      $197,874         $     --     $ 1,565,404
Cost of sales....................................      56,494        1,077,530       182,603               --       1,316,627
                                                    ---------       ----------      --------         --------     -----------
  Gross profit...................................       5,605          227,901        15,271               --         248,777
Selling, general and administrative expenses.....       2,254           69,968         4,164               --          76,386
Amortization expense.............................       2,644            7,980         1,018               --          11,642
                                                    ---------       ----------      --------         --------     -----------
  Operating income...............................         707          149,953        10,089               --         160,749
Interest expense, net............................      18,980            3,831         2,360               --          25,171
                                                    ---------       ----------      --------         --------     -----------
  Income before provision for income taxes.......     (18,273)         146,122         7,729               --         135,578
Provision for income taxes.......................      (7,310)          58,450         3,091               --          54,231
                                                    ---------       ----------      --------         --------     -----------
  Income before equity in earnings of
    joint ventures and minority interest.........     (10,963)          87,672         4,638               --          81,347

Equity in earnings of joint ventures and
subsidiaries.....................................      95,408               --            --          (84,449)         10,959

Minority interest -- dividends on trust
  preferred, net.................................          --           (7,861)           --               --          (7,861)
                                                    ---------       ----------      --------         --------     -----------

  Income before extraordinary item...............      84,445           79,811         4,638          (84,449)         84,445

Extraordinary loss on early extinguishments
of debt, net                                               --              --             --               --              --
                                                    ---------       ----------      --------         --------     -----------
  Net income.....................................   $  84,445       $   79,811      $  4,638         $(84,449)    $    84,445
                                                    =========       ==========      ========         ========     ===========

</TABLE>



                                      -18-
<PAGE>   20
                             TOWER AUTOMOTIVE, INC.
           CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS
                            ENDED SEPTEMBER 30, 1999
                        (Amounts in thousands-unaudited)

[CAPTION]
<TABLE>

                                                            R.J. Tower     Guarantor   Non-Guarantor
                                                           Corporation     Companies     Companies     Eliminations    Consolidated
                                                           -----------     ---------  --------------   ------------    ------------
<S>                                                        <C>             <C>         <C>             <C>              <C>

OPERATING ACTIVITIES:
Net income
Adjustments required to reconcile net income to net..       $   84,445     $  79,811        $  4,638    $   (84,449)    $    84,445
  cash provided by (used in) operating activities
      Depreciation and amortization..................            5,158        70,557           4,950             --          80,665
      Deferred income tax provision..................               50         2,061          (2,111)            --              --
      Changes in other operating items...............         (355,210)      298,511          (8,696)            --         (65,395)
                                                            ----------     ---------        --------    -----------     -----------
         Net cash provided by (used in) operating
         activities..................................         (265,557)      450,940          (1,219)       (84,449)         99,715
                                                            ----------     ---------        --------    -----------     -----------

INVESTING ACTIVITIES:
Capital expenditures, net............................           (3,708)     (146,926)         (9,665)            --        (160,299)
Acquisitions and other, net..........................          (95,318)     (319,373)         (1,525)        84,449        (331,767)
Change in restricted cash............................            2,677            --              --             --           2,677
                                                            ----------     ---------        --------    -----------     -----------
         Net cash used in  investing activities......          (96,349)     (466,299)        (11,190)        84,449        (489,389)
                                                            ==========     =========        ========    ===========     ===========

FINANCING ACTIVITIES:
Proceeds from borrowings.............................        1,600,100            --          47,018             --       1,647,118
Repayments of debt...................................       (1,236,866)       (4,160)        (28,164)            --      (1,269,190)
Net proceeds from the issuance of common stock.......            9,379            --              --             --           9,379
                                                            ----------     ---------        --------    -----------     -----------
         Net cash provided by (used for) financing
           activities................................          372,613        (4,160)         18,854             --         387,307
                                                            ==========     =========        ========    ===========     ===========

NET CHANGE IN CASH AND CASH EQUIVALENTS..............           10,707       (19,519)          6,445             --          (2,367)
CASH AND CASH EQUIVALENTS, BEGINNING
  OF PERIOD..........................................              685           (77)          2,826             --           3,434
                                                            ----------     ---------        --------    -----------     -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD.............       $   11,392     $ (19,596)       $  9,271    $        --     $     1,067
                                                            ==========     =========        ========    ===========     ===========
</TABLE>


                                      -19-


<PAGE>   21
     ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
     RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Comparison of the three months ended September 30, 2000 to the three months
ended September 30, 1999

Revenues -- Revenues for the third quarter of 2000 was $536.2 million. The
revenues for the 2000 period included increases of approximately $48 million
relating to the Dodge Dakota Quad Cab, Ford Expedition, and Ford Explorer when
compared with the 1999 period. These increases were offset by lower sales in
General Motors light truck, Ford Ranger, Dodge Ram, Heavy Truck, and passenger
car models served by the Company of approximately $106 million. New acquisitions
contributed $58 million to the revenue in the 2000 period.

Cost of Sales -- Cost of Sales as a percentage of revenues for the third
quarter of 2000 was 87.9% compared to 84.6% for the prior period. The increase
was due to the unavoidable costs associated with the unexpected shutdown of the
Ford Ranger and Explorer production lines due to the tire recall in August
2000, the continued weakening in Heavy Truck rail sales, and general sales
softening totalling approximately $13.2 million. Additionally, costs incurred
for launch and pre-launch activity on new programs, including the next
generation Ford Explorer, increased cost of sales by approximately $3 million
in the 2000 period. Decreased offload activity at the Active locations also
contributed to the lower overall gross margins for the third quarter of
2000 compared with the 1999 period.

S, G & A Expenses -- Selling, general and administrative expenses increased to
$31.5 million, or 5.9% of revenues, for the third quarter of 2000 compared to
$29.4 million, or 5.5% of revenues for the prior period. The increased expense
was due primarily to $4.3 million of incremental costs associated with the
Company's acquisitions of Dr. Meleghy, Algoods, and Caterina offset by
reductions in general and administrative costs, associated with the acquisition
of Active from the 1999 period.

Amortization Expense -- Amortization expense for the third quarter of 2000 was
$5.6 million compared to $4.5 million for the prior period. The increase was
primarily due to incremental goodwill amortization related to the acquisitions
of Dr. Meleghy, Algoods and Caterina.

Interest Expense -- Interest expense for the third quarter of 2000 was $16.4
million compared to $10.6 million for the prior period. Interest expense was
primarily affected by increased borrowings to fund the Company's acquisition of
Active, Dr. Meleghy, the additional equity interest in Caterina, and Algoods of
approximately $5.2 million. Additionally, general rate increases, the impact of
refinancing the credit facility, and the issuance of the Euro Bond increased the
2000 expense by approximately $4.4 million. These increases were offset by
increased capitalized interest of $2.6 million and increases in interest in
income of $1.2 million associated the convertible notes from Seojin and J. L.
French.

Income Taxes -- The effective income tax rate was 40% for the third quarter of
2000 and 1999. The effective rates differed from the statutory rates primarily
as a result of state taxes and non-deductible goodwill amortization.

Equity in Earnings of Joint Ventures -- Equity in earnings of joint ventures for
the third quarter of 2000 and 1999 represents the Company's share of the
earnings from its joint venture interests in Metalsa, Caterina and Tower Golden
Ring, and Seojin.

Minority Interest -- Minority interest for the third quarter of 2000 and 1999
represents dividends, net of income tax benefits, on the Preferred Securities.



                                      -21-
<PAGE>   22
Comparison of the nine months ended September 30, 2000 to the nine months ended
September 30, 1999

Revenues -- Revenues for the nine months ended September 30, 2000 were $1,902.6
million, compared to $1,565.4 million for the nine months ended September 30,
1999. The increase in revenue of $337.2 million was composed primarily of net
new business on the Lincoln LS/Jaguar S-Type, Ford Explorer, Ford Focus, and
Ford Excursion of $111.2 million. These increases were offset by decreases of
$92.3 million on the General Motors truck programs, which ended in the 1999
period. Additionally, the acquisitions of Active, Dr. Meleghy, Algoods, and
Caterina contributed approximately $370 million of new sales to the Company.
These new sales related predominately to our customer DaimlerChrysler, both in
North America and in Europe. Heavy Truck rail manufacturing sales declines
totaled $36.1 million in 2000 compared to the 1999 period. Overall net declines
on all other platforms of $15.6 million composed the balance of the revenue
change.

Cost of Sales -- Cost of sales as a percentage of revenues for the nine months
ended September 30, 2000 was 84.7% compared to 84.1% for the nine months ended
September 30, 1999. The increase in cost of sales during the 2000 period was
primarily due to the accelerated softening of Heavy Truck rail sales of
approximately $9.1 million and the impact of costs incurred to support launch
and pre-launch activity on new programs, including the next generation Ford
Explorer, of approximately $3 million. Additional impacts on cost of sales due
to softening volumes during the third quarter of 2000 were effectively offset
by increased volumes during the first and second quarters.

S, G & A Expenses -- Selling, general and administrative expenses increased to
$99.6 million, or 5.2% of revenues, for the nine months ended September 30, 2000
compared to $76.4 million, or 4.9% of revenues, for the nine months ended
September 30, 1999. The increased expense was due to incremental costs
associated with the Company's acquisitions of Active, Dr. Meleghy, Algoods, and
Caterina of $19.7 million and increased engineering, program development, and
launch costs related to new business of approximately $5.4 million. The
realization of gains on the cash settlement of amounts due under the interest
rate swap and lock agreements during the first nine months of 1999 had the
effect of reducing the 1999 expense by $1.9 million.

Amortization Expense -- Amortization expense for the nine months ended
September 30, 2000 was $15.8 million compared to $11.6 million for the
nine months ended September 30, 1999. The increase was due to amortization
related to incremental goodwill amortization related to the acquisitions of
Active in July 1999, Dr. Meleghy in January 2000, Algoods in May 2000, and
Caterina in July 2000.

Interest Expense -- Interest expense for the nine months ended September 30,
2000 was $43.1 million compared to $25.2 million for the nine months ended
September 30, 1999. The increase in interest expense was primarily due to
increased borrowings to fund the Company's acquisitions of Active, Dr. Meleghy,
Algoods, Caterina, and investments in J.L. French and Seojin of approximately
$17.9 million. Additionally, the effects of a general increase in rates, the
increased spreads on the new credit facility and the rate increase with the new
Euro bonds of $7.9 million was offset by increases in interest income and
capitalized interest of $7.8 million.

Income Taxes -- The effective income tax rate was 40% for the nine months ended
September 30, 2000 and 1999. The effective rates differed from the statutory
rates primarily as a result of state taxes and non-deductible goodwill
amortization.

Equity in Earnings of Joint Ventures -- Equity in earnings of joint ventures for
the first nine months of 2000 and 1999 represents the Company's share of the
earnings from its joint venture interests in Metalsa, Caterina and Tower Golden
Ring, and Seojin.

Minority Interest -- Minority interest for the first nine months of 2000 and
1999 represents dividends, net of income tax benefits, on the Preferred
Securities.


                                      -22-







<PAGE>   23
RECENT DEVELOPMENTS

On October 2, 2000, the Company signed a definitive agreement to sell
its Roanoke, Virginia heavy truck rail manufacturing business to its joint
venture partner, Metalsa S. de R.L. for $55 million plus an earnout of up to
$30 million based on achieving certain profit levels over the next three
years. The transaction is expected to close by the end of December 2000.

Additionally, on October 2, 2000, the Company's board of directors approved
a comprehensive operational realignment plan, which is intended to improve
the Company's long-term competitive position and lower its cost structure.
The plan includes phasing out the heavy truck rail manufacturing in Milwaukee,
Wisconsin; reducing stamping capacity by closing the Kalamazoo, Michigan
facility; and consolidating related support activities across the
enterprise. The Company plans to record a charge to operations of
approximately $140 million in the fourth quarter of 2000, which reflects the
estimated qualifying "exit costs" to be incurred over the next 12 months
under the plan. Certain of the estimates used for the severance and
outplacement costs are subject to collective bargaining discussions and
thus these costs will qualify as "exit costs" upon completion of these
negotiations.

The charge will include costs associated with asset impairments, severance
and outplacement costs related to employee terminations, and loss
contract provisions. These activities are anticipated to result in
a reduction of more than 800 employees. The charges do not cover certain
aspects of the plan, including movement of equipment and employee relocation
and training. These costs will be recognized in future periods as incurred.

The asset impairments consist of long-lived assets, including fixed
assets, manufacturing equipment, and land, from facilities the Company
intends to dispose of or discontinue. For assets to be disposed of currently,
impairment was measured based on estimated proceeds on the sale of the
facilities and equipment. For assets to be held and used in the future, the
Company prepared a forecast of expected undiscounted cash flows to
determine whether asset impairment existed, and we used fair values to
measure the required writedowns.

Based on the current plan, the Company anticipates this charge will require cash
payments of approximately $38 million over the next 12 months combined with the
write-off of assets having a book value of approximately $102 million. These
assets include Milwaukee heavy truck rail manufacturing machinery and
equipment of approximately $47 million, Milwaukee and Corporate campus support
operating assets of approximately $52 million, and the Kalamazoo Stamping
operations land, buildings, and equipment of approximately $3 million.

Based upon the historical financial results of the discontinued and
transferred operations, as well as certain assumptions relating to the future
performance of the transferred business, the costs of implementing the
restructuring, and other factors over which the Company has no control, the
Company could realize annual savings of between 15 and 25 cents per share from
this restructuring.

In addition to the proceeds of $55 million realized on the sale of Roanoke,
the Company expects working capital savings of approximately $20 million
relating to the exiting businesses. The Company also expects to also realize
approximately $10 million in cash tax savings as a result of the above
actions. These cash proceeds will more than offset the approximately
$38 million of cash payments expected with the restructuring activities.


                                      -23-
<PAGE>   24
LIQUIDITY AND CAPITAL RESOURCES

On July 25, 2000, the Company replaced its existing $675 million revolving
credit agreement and its $325 million term loan with a new six-year $1.15
billion senior unsecured credit agreement. The new credit agreement includes a
non-amortizing revolving facility of $825 million along with an amortizing term
loan of $325 million. The new facility also includes a multi-currency borrowing
feature that allows the Company to borrow up to $500 million in certain freely
tradeable offshore currencies, and letter of credit sublimits of $100 million.
As of September 30, 2000, approximately $8.7 million of the outstanding
borrowings are denominated in Japanese yen and $52.1 million of the outstanding
borrowings are denominated in Euro. Interest on the new credit facility is at
the financial institution's reference rate, LIBOR, or the Eurodollar rate plus a
margin ranging from 0 to 200 basis points depending on the ratio of the
consolidated funded debt for restricted subsidiaries of the Company to its total
EBITDA. The weighted average interest rate for such borrowings was 6.95% for the
nine months ended September 30, 2000. The new credit agreement has a final
maturity of 2006. As a result of the debt replacement, the Company recorded an
extraordinary loss, net of tax, of $3.0 million during the third quarter of
2000.

The Credit Agreement requires the Company to meet certain financial tests,
including but not limited to a minimum interest coverage and maximum leverage
ratio. As of September 30, 2000, the Company was in compliance with all debt
covenants.

On July 25, 2000, the Company issued Euro-denominated senior unsecured notes in
the amount of payable semi-annually. The notes rank equally with all of the
Company's other unsecured and unsubordinated debt. The net proceeds after
issuance costs were used to repay a portion of the Company's existing
Euro-denominated indebtedness under its existing credit facility. The notes
mature on August 1, 2010.

For the periods presented through July 24, 2000, the Company's Credit Agreement
included a revolving credit facility that provided for borrowings of up to
$750 million on an unsecured basis with a letter of credit sublimit of
$75 million. In addition, under the terms of the revolving credit facility, the
equivalent of up to $85 million in borrowings could be denominated in Italian
lira. The amount available under the revolving credit facility reduced to
$675 million in April 2000, $600 million in April 2001 and $500 million in
April 2002. The Credit Agreement had a final maturity of April 2003. Interest on
the credit facility was at the prime rate or LIBOR plus a margin ranging from 17
to 50 basis points depending upon the ratio of the consolidated indebtedness of
the Company to its total capitalization.

On August 23, 1999, the Company amended and restated its Credit Agreement to
include a term loan add on facility of $325 million. The term loan facility
would have matured in eight equal repayments beginning September 2002 with final
maturity in June 2004. Interest on the term loan facility was at the prime rate
or LIBOR plus a margin ranging from 25 to 175 basis points depending on the
Company's ratio of consolidated indebtedness to its total capitalization. The
proceeds from the term facility were used to repay outstanding indebtedness
under the revolving facility incurred in connection with the acquisition of
Active in July 1999.

During September 2000, the Company entered into an interest rate swap contract
to hedge against interest rate exposure on approximately $160 million of its
floating rate indebtedness. The contracts have the effect of converting the
floating rate interest to a fixed rate of approximately 6.9%, plus any
applicable margin required under the revolving credit facility. The interest
rate swap contract was executed to balance the Company's fixed-rate and
floating-rate debt portfolios.

During the first nine months of 2000, the Company generated $137.2 million of
cash from operations. This compares with $99.7 million provided during the same
period in 1999. Cash provided by net income, depreciation, amortization,
deferred income tax provision, and the extraordinary loss was $213.8 million and
$165.1 million for 2000 and 1999, respectively. An increase in working capital
relating primarily to customer tooling inventory and receivables an new program
launches decreased operating cash flow by approximately $76.5 million and $65.3
million for the comparable 2000 and 1999 periods, respectively.



                                      -24-
<PAGE>   25
Net cash used in investing activities was $390.2 million during the first
nine months of 2000 as compared to $489.4 million in the prior period. Net
capital expenditures totaled $157.5 million and $160.3 million for the
comparable 2000 and 1999 periods, respectively. Acquisitions and investments
in joint ventures and other were approximately $232.7 million and
$329.1 million for the 2000 and 1999 periods, respectively.

Net cash provided by financing activities totaled $250.8 million for the
first nine months of 2000 compared with $387.3 million in the prior period.

At September 30, 2000, the Company had unused borrowing capacity of
$390 million, under its most restrictive debt covenant. The Company
believes the borrowing availability under its credit agreement, together with
funds generated by operations, should provide liquidity and capital
resources to pursue its business strategy for the foreseeable future, with
respect to working capital, capital expenditures, and other operating needs.
The Company estimates its 2000 capital expenditures will approximate
$225 million. Under present conditions, management does not believe access to
funds will restrict its ability to pursue its business strategy.

EFFECTS OF INFLATION

Inflation generally affects the Company by increasing the interest expense
of floating-rate indebtedness and by increasing the cost of labor, equipment
and raw materials. Management believes that inflation has not significantly
effected the Company's business over the past 12 months. However, because
selling prices generally cannot be increased until a model changeover, the
effects of inflation must be offset by productivity improvements and volume
from new business awards.

MARKET RISK

The Company is exposed to various market risks, including changes in
foreign currency exchange rates and interest rates. Market risk is the
potential loss arising from adverse changes in market rates and prices,
such as foreign currency exchange and interest rates. The Company's policy is
not to enter into derivatives or other financial instruments for trading or
speculative purposes. The Company periodically enters into financial
instruments to manage and reduce the impact of changes in interest rates.

At September 30, 2000, the Company had total debt and obligations under
capital leases of $1.2 billion. The debt is comprised of fixed rate debt of
$493 million and floating rate debt of $721 million. The pre-tax earnings
and cash flows impact for the next year resulting from a one percentage
point increase in interest rates on variable rate debt would be
approximately $7.2 million, holding other variables constant. A one
percentage point increase in interest rates would not materially impact the
fair value of the fixed rate debt.

During June of 1999, the Company terminated its position in interest rate swaps
in the notional amount of $300 million, resulting in a gain of $0.5 million. The
swaps were held as a hedge to convert floating rate indebtedness to fixed rate
indebtedness without changing the underlying debt instrument. The Company
believes that over the life of the revolving credit facility, interest rates
will continue to remain stable, decreasing the effectiveness of the interest
swap, and therefore, terminated the hedge.

During September 2000, the Company entered into an interest rate swap contract
to hedge against interest rate exposure on approximately $160 million of its
floating rate indebtedness. The contracts have the effect of converting the
floating rate interest to a fixed rate of approximately 6.9%, plus any
applicable margin required under the revolving credit facility. The interest
rate swap contract was executed to balance the Company's fixed-rate and
floating-rate debt portfolios.

FOREIGN CURRENCY TRANSACTIONS

A portion of Tower Automotive's revenues was derived from manufacturing
operations in Europe. The results of operations and financial position of the
Company's operations in Europe are principally measured in its respective
currency and translated into U. S. dollars. The effects of foreign currency
fluctuations in Europe are somewhat mitigated by the fact that expenses are
generally incurred in the same currency in which revenues are generated. The
reported income of these subsidiaries will be higher or lower depending on
a weakening or strengthening of the U. S. dollar against the respective
foreign currency.

                                      -25-
<PAGE>   26
A portion of Tower Automotive's assets is based in its foreign operations and
is translated into U. S. dollars at foreign currency exchange rates in effect
as of the end of each period, with the effect of such translation reflected as
a separate component of stockholders' investment. Accordingly, the Company's
consolidated stockholders' investment will fluctuate depending upon the
weakening or strengthening of the U. S. dollar against the respective foreign
currency.

The Company's strategy for management of currency risk relies primarily
upon conducting its operations in a country's respective currency and may,
from time to time, engage in hedging programs intended to reduce the Company's
exposure to currency fluctuations. As of September 30, 2000, the Company
held no foreign currency hedge positions. Management believes the effect on
a one percent change in foreign currency rates would not materially affect the
Company's financial position or results of operations for the periods
presented.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"
as amended by SFAS No. 137, becomes effective for the years beginning after
June 15, 2000. SFAS No. 133 establishes accounting and reporting standards
requiring that every derivative instrument, including certain derivative
instruments embedded in other contracts, be recorded in the balance sheet as
either an asset or liability measured at its fair value. SFAS No. 133
requires that changes in the derivative's fair value be recognized currently
in earnings unless specific hedge criteria are met. Special accounting for
qualifying hedges allow a derivative's gains or losses to offset related
results on the hedged item in the income statement and requires that a company
must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting. The Company is currently
analyzing and quantifying the impact of adopting SFAS No. 133 and 137, and
believes the impact will not be material to the financial statements.

FORWARD-LOOKING STATEMENTS

ALL statements, other than statements of historical fact, included in this Form
10-Q, including without limitation the statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" are, or may be
deemed to be, forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended. When used in this Form 10-Q, the words "anticipate," "believe,"
"estimate," "expect," "intends," and similar expressions, as they relate to the
Company, are intended to identify forward-looking statements. Such
forward-looking statements are based on the beliefs of the Company's management
as well as on assumptions made by and information currently available to the
Company at the time such statements were made. Various economic and competitive
factors could cause actual results to differ materially from those discussed in
such forward-looking statements, including factors which are outside the control
of the Company, such as risks relating to: (i) the degree to which the Company
is leveraged; (ii) the Company's reliance on major customers and selected
models; (iii) the cyclicality and seasonality of the automotive market; (iv) the
failure to realize the benefits of recent acquisitions and joint ventures; (v)
obtaining new business on new and redesigned models; (vi) the Company's ability
to continue to implement its acquisition strategy; and (vii) the highly
competitive nature of the automotive supply industry. Other risks and
uncertainties include a change in the terms, timing or an inability to complete
the sale of business to Metalsa; unanticipated costs associated with the
discontinuation of operations at Kalamazoo and phasing out of heavy truck rail
operations in Milwaukee, changes in estimated costs of the restructuring charge
elements and other risks detailed from time to time in the company's Securities
and Exchange Commission filings. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on behalf of the
Company are expressly qualified in their entirety by such cautionary statements.

                                      -26-

<PAGE>   27
                           PART II. OTHER INFORMATION

                    TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

Item 1. Legal Proceedings:

        None

Item 2. Change in Securities:

        None

Item 3. Defaults Upon Senior Securities:

        None

Item 4. Submission of Matters to a Vote of Security Holders:

        None

Item 5. Other Information:

        None

Item 6. Exhibits and Reports on Form 8-K:

        (a) Exhibits:

            27.1 Financial Data Schedule.

        (b) During the quarter for which this report is filed, the Company filed
            the following Form 8-K Current Reports with the Securities and
            Exchange Commission:

            1. The Company's Current Report on Form 8-K dated July 25, 2000
               (Commission File No. 1-12733).

            2. The Company's Current Report on Form 8-K dated August 1, 2000
               (Commission File No. 1-12733).

                                      -27-






<PAGE>   28
                                   SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                      TOWER AUTOMOTIVE, INC.


Date: November 14, 2000               By /s/ Anthony A. Barone
                                         ---------------------------------------
                                         Anthony A. Barone
                                         Vice President, Chief Financial Officer
                                         (principal accounting and
                                         financial officer)


                                      -28-