<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 June 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)

                 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)

                                 (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 August 4, 2000 was 47,406,799 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 June 30, 2000 and 1999

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

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

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

               Notes to Condensed Consolidated Financial Statements

     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 4.   Submission of Matters to a Vote of Security Holders
     Item 6.   Exhibits and Reports on Form 8-K





SIGNATURE






                                       2
<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 June 30,
                                                          ---------------------------
                                                               2000          1999
                                                          ------------   ------------
<S>                                                         <C>          <C>
Revenues                                                    $ 681,020    $ 530,680

Cost of sales                                                 566,649      443,651
                                                            ---------    ---------
        Gross profit                                          114,371       87,029

Selling, general and administrative expenses                   33,431       24,584

Amortization expense                                            5,118        3,741
                                                            ---------    ---------
        Operating income                                       75,822       58,704

Interest expense, net                                          13,534        7,262
                                                            ---------    ---------
        Income before provision for income taxes               62,288       51,442

Provision for income taxes                                     24,916       20,577
                                                            ---------    ---------
        Income before equity in earnings of joint
        ventures and minority interest                         37,372       30,865

Equity in earnings of joint ventures                            4,540        4,382

Minority interest--dividends on trust preferred, net           (2,619)      (2,619)
                                                            ---------    ---------
        Net income                                          $  39,293    $  32,628
                                                            =========    =========

Basic earnings per share                                    $    0.83    $    0.69
                                                            =========    =========

Diluted earnings per share                                  $    0.68    $    0.58
                                                            =========    =========
</TABLE>






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


                                       3
<PAGE>   4


                     TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

          (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS - UNAUDITED)


<TABLE>
<CAPTION>
                                                         Six Months Ended June 30,
                                                        --------------------------
                                                            2000           1999
                                                        -----------    -----------
<S>                                                     <C>            <C>
Revenues                                                $ 1,366,384    $ 1,029,252

Cost of sales                                             1,140,291        862,776
                                                        -----------    -----------
        Gross profit                                        226,093        166,476

Selling, general and administrative expenses                 68,087         47,004

Amortization expense                                         10,217          7,191
                                                        -----------    -----------
        Operating income                                    147,789        112,281

Interest expense, net                                        26,731         14,529
                                                        -----------    -----------
        Income before provision for income taxes            121,058         97,752

Provision for income taxes                                   48,424         39,101
                                                        -----------    -----------
        Income before equity in earnings of joint
        ventures and minority interest                       72,634         58,651

Equity in earnings of joint ventures                          9,020          7,295

Minority interest - dividends on trust preferred, net        (5,238)        (5,242)
                                                        -----------    -----------

        Net income                                      $    76,416    $    60,704
                                                        ===========    ===========

Basic earnings per share                                $      1.62    $      1.30
                                                        ===========    ===========

Diluted earnings per share                              $      1.32    $      1.08
                                                        ===========    ===========
</TABLE>








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



                                       4
<PAGE>   5


                     TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                             (AMOUNTS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                  JUNE 30,     DECEMBER 31,
                           ASSETS                                   2000           1999
--------------------------------------------------------------  -----------    -----------
<S>                                                             <C>            <C>
Current assets:
       Cash and cash equivalents                                $     9,386    $     3,617
       Accounts receivable, net                                     413,947        353,351
       Inventories, net                                             115,404        110,897
       Prepaid tooling and other                                     81,584         90,191
                                                                -----------    -----------
            Total current assets                                    620,321        558,056
                                                                -----------    -----------

Property, plant and equipment, net                                1,170,166      1,075,861
Investments in joint ventures                                       316,620        290,705
Goodwill and other assets, net                                      708,404        627,928
                                                                -----------    -----------
                                                                $ 2,815,511    $ 2,552,550
                                                                ===========    ===========

          LIABILITIES AND STOCKHOLDERS' INVESTMENT
--------------------------------------------------------------

Current liabilities:
       Current maturities of long-term debt and capital lease
         obligations                                            $    21,367    $    13,876
       Accounts payable                                             290,244        276,673
       Accrued liabilities                                          131,835        140,567
                                                                -----------    -----------
            Total current liabilities                               443,446        431,116
                                                                -----------    -----------

Long-term debt, net of current maturities                           847,091        699,678
Obligations under capital leases, net of current maturities          18,830         21,543
Convertible subordinated notes                                      200,000        200,000
Deferred income taxes                                                74,016         50,736
Other noncurrent liabilities                                        162,719        163,592
                                                                -----------    -----------
            Total non-current liabilities                         1,302,656      1,135,549
                                                                -----------    -----------

Mandatorily redeemable trust convertible preferred securities       258,750        258,750

Stockholders' investment:
       Preferred stock                                                   --             --
       Common stock                                                     474            469
       Additional paid-in capital                                   451,521        437,210
       Retained earnings                                            370,938        294,522
       Warrants to acquire common stock                                  --          2,000
       Deferred income stock plan                                    (8,942)        (4,484)
       Accumulated other comprehensive loss - cumulative
         translation adjustment                                      (3,332)        (2,582)
                                                                -----------    -----------
            Total stockholders' investment                          810,659        727,135
                                                                -----------    -----------
                                                                $ 2,815,511    $ 2,552,550
                                                                ===========    ===========
</TABLE>






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


                                       5
<PAGE>   6


                     TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                       (AMOUNTS IN THOUSANDS - UNAUDITED)


<TABLE>
<CAPTION>
                                                                     Six Months Ended June 30,
                                                                    --------------------------
                                                                        2000           1999
                                                                    -----------    -----------
<S>                                                                 <C>            <C>
OPERATING ACTIVITIES:
      Net income                                                    $    76,416    $    60,704
      Adjustments to reconcile net income to net cash provided by
        Operating activities -
         Depreciation and amortization                                   76,542         49,585
         Deferred income tax provision                                   21,387             --
         Changes in other operating items                               (47,954)       (44,064)
                                                                    -----------    -----------

         Net cash provided by operating activities                      126,391         66,225
                                                                    -----------    -----------

INVESTING ACTIVITIES:
      Acquisitions and investment in joint venture                     (153,331)       (10,622)
      Capital expenditures, net                                         (94,733)      (106,630)
      Change in restricted cash                                              --          2,677
                                                                    -----------    -----------

         Net cash used in investing activities                         (248,064)      (114,575)
                                                                    -----------    -----------

FINANCING ACTIVITIES:
      Proceeds from borrowings                                        1,565,574        857,426
      Repayment of debt                                              (1,443,439)      (820,083)
      Proceeds from issuance of stock                                     5,307          8,450
                                                                    -----------    -----------

         Net cash provided by financing activities                      127,442         45,793
                                                                    -----------    -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                   5,769         (2,557)

CASH AND CASH EQUIVALENTS:
      Beginning of period                                                 3,617          3,434
                                                                    -----------    -----------
      End of period                                                 $     9,386    $       877
                                                                    ===========    ===========

NON-CASH FINANCING ACTIVITIES:
      Deferred Income Stock Plan                                    $     4,458    $     4,484
                                                                    ===========    ===========
</TABLE>








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



                                       6
<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 Annual Report Form 10-K for the
     year ended December 31, 1999.

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

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

                                        JUNE 30,    DECEMBER 31,
                                          2000          1999
                                        --------    ------------

               Raw materials            $ 38,525      $ 47,231
               Work in process            45,253        34,143
               Finished goods             31,626        29,523
                                        --------      --------

                                        $115,404      $110,897
                                        ========      ========

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 were 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):













                                       7
<PAGE>   8


<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED                SIX MONTHS ENDED
                                                            JUNE 30,                         JUNE 30,
                                                  ----------------------------     ----------------------------
                                                      2000            1999             2000            1999
                                                  ------------    ------------     ------------    ------------
     <S>                                          <C>             <C>              <C>             <C>
     Net income                                   $    39,293     $    32,628      $    76,416     $    60,704
     Interest expense on Edgewood notes,
        net of tax                                          8               9               16              20
     Interest expense on Convertible
        Subordinated Notes, net of tax                  1,626           1,627            3,252           3,254
     Dividends on Preferred Securities,
        net of tax                                      2,619           2,619            5,238           5,242
                                                  ------------    ------------     ------------    ------------

     Net income applicable to common
        stockholders -- diluted                   $    43,546     $    36,883      $    84,922     $    69,220
                                                  ============    ============     ============    ============

     Weighted average number of
        common shares outstanding                      47,250          46,965           47,107          46,766
     Dilutive effect of outstanding stock
        options and warrants after
        application of the treasury stock
        method                                            166             705              220             687
     Dilutive effect of Edgewood notes,
        assuming conversion                               289             319              289             360
     Dilutive effect of Convertible
        Subordinated Notes,
        assuming conversion                             7,730           7,730            7,730           7,730
     Dilutive effect of Preferred Securities,
        assuming conversion                             8,424           8,424            8,424           8,424
     Dilutive effect of Deferred income
        stock plan, assuming conversion                   500              --              373              --
                                                  ------------    ------------     ------------    ------------
     Diluted shares outstanding                        64,359          64,143           64,143          63,967
                                                  ============    ============     ============    ============
     Basic earnings per share                     $      0.83     $      0.69      $      1.62     $      1.30
                                                  ============    ============     ============    ============
     Diluted earnings per share                   $      0.68     $      0.58      $      1.32     $      1.08
                                                  ============    ============     ============    ============
</TABLE>


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

                                                       JUNE 30,   DECEMBER 31,
                                                         2000         1999
                                                      ---------   ------------

               Revolving credit facility              $ 434,588    $ 321,679
               Term credit facility                     320,482      324,210
               Industrial development revenue bonds      43,765       43,765
               Edgewood notes                               878          878
               Other                                     63,873       11,644
                                                      ---------    ---------
                                                        863,586      702,176
               Less-current maturities                  (16,495)      (2,498)
                                                      ---------    ---------
                     Total long-term debt             $ 847,091    $ 699,678
                                                      =========    =========

     The Company has a Credit Agreement, which includes a revolving credit
     facility that provides for borrowings of up to $675 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 can be denominated in foreign currency. As of June
     30, 2000, approximately $78 million of the outstanding borrowings are
     denominated in Italian lira. The amount available under the revolving
     credit facility reduces to $600 million in April 2001 and $500 million in
     April 2002. The Credit Agreement has a final maturity of April 2003.
     Interest

                                       8
<PAGE>   9


     on the credit facility is 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. The weighted
     average interest rate for such borrowings was 7.1% for the three months
     ended June 30, 1999.

     On August 23, 1999, the Company amended and restated its Credit Agreement
     to include an additional term loan facility of $325 million. In addition,
     under the terms of the term loan facility, the equivalent of up to $120
     million in borrowings can be denominated in foreign currency. As of June
     30, 2000, approximately $120 million of the outstanding borrowings are
     denominated in Euro. The term loan facility matures in eight equal
     repayments beginning September 2002 with final maturity in June 2004.
     Interest on the term loan facility is at the prime rate or LIBOR plus a
     margin ranging from 0 to 200 basis points depending on the Company's ratio
     of consolidated indebtedness to its total capitalization. The weighted
     average interest rates for the term loan facility dollar borrowings and
     Euro borrowings were 7.4% and 5.1%, respectively, for the three months
     ended June 30, 2000. 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.

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

     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.

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, designs and
     produces a variety of large unexposed structural stampings, exposed surface
     panels, and modules to the North American automotive industry. Active's
     main 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 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.

     The 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 Active, Dr. Meleghy, and
     Algoods have been recorded based on preliminary estimates of fair value as
     of the date of 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 Active, Dr.

                                       9
<PAGE>   10


     Meleghy, and Algoods acquisitions and as a result, will likely result in
     adjustments to the preliminary allocation of the purchase price.

     In conjunction with its acquisitions, the Company has established reserves
     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. Costs incurred and charged to such
     reserves amounted to $3.8 million for facility shutdown costs and $2.5
     million for payroll related termination costs for the six months ended June
     30, 2000. At June 30, 2000, liabilities of approximately $10.0 million for
     costs associated with facility shutdown and consolidation activities and
     $3.9 million of costs 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 June 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.

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 bear interest at the
     one year LIBOR plus a margin of 200 basis points. The initial interest rate
     was set as of October 30, 1999. The rate is reset annually on the
     anniversary date of the Bonds. At June 30, 2000, the interest rate on the
     Bonds was 8.25%. 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%.

8.   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.

9.   Supplemental cash flow information (in thousands):

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED JUNE 30,           SIX MONTHS ENDED JUNE 30,
                                 ---------------------------------    ---------------------------------
                                      2000             1999                2000              1999
                                      ----             ----                ----              ----
          <S>                      <C>               <C>                 <C>               <C>
          Cash paid for -
                Interest           $ 14,800          $  8,479            $ 32,273          $ 22,606
                Income taxes          9,815             4,450              16,277             5,208
</TABLE>




                                       10
<PAGE>   11


10.  Comprehensive income, defined as changes in the stockholders' investment of
     the Company, (in thousands):

<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED         SIX MONTHS ENDED
                                                 JUNE 30                   JUNE 30
                                           -------------------       ------------------
                                             2000        1999          2000       1999
                                           -------     -------       -------    -------
              <S>                          <C>         <C>           <C>        <C>
              Net income                   $39,293     $32,628       $76,416    $60,704
              Change in cumulative
                translation adjustment         204       1,789          (750)    (1,019)
                                           -------     -------       -------    -------
              Comprehensive income         $39,497     $34,417       $75,666    $59,685
                                           =======     =======       =======    =======
</TABLE>

11.  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
     the all of the warrants outstanding under this agreement.

12.  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 has not yet quantified the impact of adopting SFAS No. 133 and 137.

13.  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 Brazilian
     automotive market, including Volkswagen and Mercedes-Benz. The acquisition
     was funded with proceeds from the Company's revolving credit facility.

14.  On July 25, 2000, the Company issued Euro-denominated senior unsecured
     notes in the amount of Euro 150 million. The notes bear interest at a rate
     of 9.25%, payable semi-annually. The notes rank equally with all of the
     Company's other unsecured and unsubordinated debt. The proceeds of this
     offering will be used to repay existing indebtedness. 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.

15.  On July 25, 2000, the Company replaced its existing $675 million credit
     agreement 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. Interest on the new credit facility is at the prime rate or the
     Eurodollar rate plus a margin ranging from 0 to 200 basis points depending
     on the ratio of the consolidated funded debt of the Company to its total
     EBITDA. The new credit agreement has a final maturity of 2006.


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<PAGE>   12


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

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

Revenues -- Revenues for the second quarter of 2000 were $681.0 million,
compared to $530.7 million for the prior period. The increase is due to
incremental new business of approximately $15.0 million, including business
relating to the Lincoln LS/Jaguar S-Type, Ford Explorer, Dodge Dakota, Ram Van
and Ram Pickup, and the acquisitions of Active, Dr. Meleghy, and Algoods of
$135.3 million.

Cost of Sales -- Cost of sales as a percentage of revenues for the second
quarter of 2000 was 83.2% compared to 83.6% for the prior period. The
improvement in gross profit was primarily due to higher gross margins on
acquired sales along with increased production volumes and product mix on light
truck, sport utility and other models served by the Company.

S, G & A Expenses -- Selling, general and administrative expenses increased to
$33.4 million, or 4.9% of revenues, for the second quarter of 2000 compared to
$24.6 million, or 4.6% of revenues for the prior period. The increased expense
was due primarily to incremental costs associated with the Company's
acquisitions of Active, Dr. Meleghy, and Algoods of $7.0 million and increased
engineering and program development costs related to new business of
approximately $1.3 million. The realization of a gain on the cash settlement of
amounts due under the interest rate swap agreement during June 1999 had the
effect of reducing 1999 expense by $0.5 million.

Amortization Expense -- Amortization expense for the second quarter of 2000 was
$5.1 million compared to $3.7 million for the prior period. The increase was due
to incremental goodwill amortization relating to the acquisitions of Active, Dr.
Meleghy, and Algoods.

Interest Expense -- Interest expense for the second quarter of 2000 was $13.5
million compared to $7.3 million for the prior period. Interest expense was
affected by increased borrowings to fund the Company's acquisition of Active,
Dr. Meleghy, and Algoods.

Income Taxes -- The effective income tax rate was 40% for the second 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 second quarter of 2000 and 1999 represents the Company's share of the
earnings from its joint venture interests in Metalsa, Caterina, Tower Golden
Ring and Seojin.

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

Comparison of the six months ended June 30, 2000 to the six months ended
June 30, 1999

Revenues -- Revenues for the six months ended June 30, 2000 were $1,366.4
million, compared to $1,029.3 million for the six months ended June 30, 1999.
The increase is due to net new business of approximately $52.9 million,
including new business relating primarily to the Ford Explorer, Excursion, Focus
and Lincoln LS/Jaguar S-Type lines, Dodge Dakota, Ram Van, Ram Pickup and the
Chrysler LH, and the acquisitions of Active, Dr. Meleghy, and Algoods of $284.2
million.

Cost of Sales -- Cost of sales as a percentage of revenues for the six months
ended June 30, 2000 was 83.5% compared to 83.8% for the six months ended June
30, 1999. The improvement in gross profit was due to higher gross margins on
acquired sales along with increased production volumes and product mix on light
truck, sport utility and other models served by the Company.



                                       12
<PAGE>   13


S, G & A Expenses -- Selling, general and administrative expenses increased to
$68.1 million, or 5.0% of revenues, for the six months ended June 30, 2000
compared to $47.0 million, or 4.6% of revenues, for the six months ended June
30, 1999. The increased expense was due to incremental costs associated with the
Company's acquisitions of Active, Dr. Meleghy, and Algoods of $13.8 million and
increased engineering and program development 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
six months of 1999 had the effect of reducing the 1999 expense by $1.9 million.

Amortization Expense -- Amortization expense for the six months ended June 30,
2000 was $10.2 million compared to $7.2 million for the six months ended June
30, 1999. The increase was due to the incremental goodwill amortization relating
to the acquisitions of Active, Dr. Meleghy, and Algoods.

Interest Expense -- Interest expense for the six months ended June 30, 2000 was
$26.7 million compared to $14.5 million for the six months ended June 30, 1999.
Interest expense was affected by increased borrowings to fund the Company's
acquisitions of Active, Dr. Meleghy, and Algoods.

Income Taxes -- The effective income tax rate was 40% for the six months ended
June 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 six months of 2000 and 1999 represents the Company's share of the
earnings from its joint venture interests in Metalsa, Caterina, Tower Golden
Ring and Seojin.

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

LIQUIDITY AND CAPITAL RESOURCES

The Company has a credit agreement, which includes a revolving credit facility
that provides for borrowings of up to $675 million on an unsecured basis, with a
letter of credit sublimit of $75 million. In addition, under the terms of the
credit facility, the equivalent of up to $85 million in borrowings can be
denominated in foreign currency. As of June 30, 2000 approximately $78 million
of the outstanding borrowings under the revolving credit facility are
denominated in Italian lira. The amount available under the revolving credit
facility reduces to $600 million in April 2001 and $500 million in April 2002.
The credit facility has a final maturity of April 2003. Interest on the credit
facility is 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. The weighted average interest rate for such
borrowings was 7.1% for the three months ended June 30, 2000.

On August 23, 1999, the Company amended and restated its Credit Agreement to
include an additional term loan facility of $325 million. In addition, under the
terms of the term loan facility, the equivalent of up to $120 million in
borrowings can be denominated in foreign currency. As of June 30, 2000,
approximately $120 million of the outstanding borrowings are denominated in
Euro. The term loan facility matures in eight equal repayments beginning
September 2002 with final maturity in June 2004. Interest on the term loan
facility is at the prime rate or LIBOR plus a margin ranging from 0 to 200 basis
points depending on the Company's ratio of consolidated indebtedness to its
total capitalization. The weighted average interest rates for the term loan
facility dollar borrowings and Euro borrowings were 7.4% and 5.1%, respectively,
for the three months ended June 30, 2000. 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.

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

On July 25, 2000, the Company replaced its existing $675 million credit
agreement 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

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<PAGE>   14


currencies, and letter of credit sublimits of $100 million. Interest on the new
credit facility is at the prime rate or the Eurodollar rate plus a margin
ranging from 0 to 200 basis points depending on the ratio of the consolidated
funded debt of the Company to its total EBITDA. The new credit agreement has a
final maturity of 2006.

On July 25, 2000, the Company issued Euro-denominated senior unsecured notes in
the amount of Euro 150 million. The notes bear interest at a rate of 9.25%,
payable semi-annually. The notes rank equally with all of the Company's other
unsecured and unsubordinated debt. The proceeds of this offering will be used to
repay existing indebtedness. 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.

During the first six months of 2000, the Company generated $126.4 million of
cash from operations. This compares with $66.2 million provided during the same
period in 1999. Cash provided by net income, depreciation, amortization, and
deferred income tax provision was $174.3 million in 2000 and $110.3 million in
1999 was partially offset by cyclical increases in working capital of $47.9
million and $44.1 million, respectively.

Net cash used in investing activities was $248.1 million during the first six
months of 2000 as compared to $114.5 million in the prior period. For the first
six months of 2000, acquisitions and investments in joint ventures were
approximately $128.7 million and $24.6 million, respectively. This compares with
investments in joint ventures of $10.6 million in the 1999 period. Net capital
expenditures totaled $94.7 million and $106.6 million for the comparable 2000
and 1999 periods, respectively.

Net cash provided by financing activities totaled $127.4 million for the first
six months of 2000 compared with $45.8 million in the prior period.

At June 30, 2000 the Company had unused borrowing capacity under its then
existing credit agreement of $219 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 acquisition 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 affected
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 enters into financial instruments to manage and reduce the impact of
changes in interest rates.

At June 30, 2000, the Company had total debt and obligations under capital
leases of $1.1 billion. The debt is comprised of fixed rate debt of $200 million
and floating rate debt of $887 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 $8.9 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.


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<PAGE>   15

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.

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 June 30, 2000, the Company held no foreign currency
hedge positions. Management believes the effect of 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 has not yet quantified the impact of adopting SFAS No. 133 and 137.

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. All subsequent written and
oral forward-looking statements attributable to the Company or persons acing on
behalf of the Company are expressly qualified in their entirety by such
cautionary statements.




                                       15
<PAGE>   16


                           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:

         The registrant held its Annual Meeting of Stockholders on May 18, 2000.
         Proxies for the meeting were solicited pursuant to Regulation 14. There
         was no solicitation in opposition to management's nominees for
         directors as listed in the Proxy Statement and all such nominees (S.A.
         Johnson, Dugald K. Campbell, Kim B. Clark, Jurgen M. Geissinger, F.J.
         Loughrey, James R. Lozelle, Scott D. Rued and Enrique Zambrano) were
         elected. Of the 43,499,640 shares voted, at least 43,301,068 shares
         granted authority to vote for these directors and no more than 198,572
         abstaining votes were cast.

         The Tower Automotive, Inc. Director Deferred Stock Purchase Plan was
         approved by the stockholders. A total of 40,577,484 affirmative votes,
         2,215,793 negative votes and 706,363 abstaining votes were cast.

         The retention of Arthur Andersen LLP as independent public accountants
         of the Company was approved by the stockholders. A total of 43,406,272
         affirmative votes, 51,112 negative votes and 42,256 abstaining votes
         were cast.


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 April 24, 2000
                  (Commission File No. 1-12733).



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<PAGE>   17


                                    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: August 11, 2000                 By /s/ Anthony A. Barone
                                         ---------------------------------------
                                         Anthony A. Barone
                                         Vice President, Chief Financial Officer
                                         (principal accounting and financial
                                         officer)







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