<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 March 31, 2001

                                       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 April 30, 2001 was 44,094,424 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 March 31, 2001 and 2000

               Condensed Consolidated Balance Sheets at March 31, 2001
               (unaudited) and December 31, 2000

               Condensed Consolidated Statements of Cash Flows (unaudited) for
               the Three Months Ended March 31, 2001 and 2000

               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 6.  Exhibits and Reports on Form 8-K








                                      -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)

                                                    THREE MONTHS ENDED MARCH 31,
                                                    ----------------------------
                                                      2001               2000
                                                    --------           --------

Revenues                                            $628,376           $685,364

Cost of sales                                        549,105            573,642
                                                    --------           --------

  Gross profit                                        79,271            111,722

Selling, general and administrative expenses          35,299             34,656

Amortization expense                                   6,078              5,099
                                                    --------           --------

  Operating income                                    37,894             71,967

Interest expense, net                                 19,722             13,197
                                                    --------           --------

  Income before provision for income taxes            18,172             58,770

Provision for income taxes                             7,028             23,508
                                                    --------           --------

  Income before equity in earnings of joint
  ventures and minority interest                      11,144             35,262

Equity in earnings of joint ventures                   4,381              4,480

Minority interest - dividends on trust preferred
securities, net                                       (2,664)            (2,619)
                                                    --------           --------

  Net income                                        $ 12,861           $ 37,123
                                                    ========           ========

Basic earnings per share                            $   0.29           $   0.79
                                                    ========           ========

Diluted earnings per share                          $   0.28           $   0.65
                                                    ========           ========









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



                                      -3-
<PAGE>   4

                     TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                             (AMOUNTS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                      MARCH 31,        DECEMBER 31,
                               ASSETS                                   2001              2000
----------------------------------------------------------------    -----------        -----------
                                                                    (unaudited)
<S>                                                                    <C>             <C>
Current assets:
       Cash and cash equivalents                                       $     --        $     3,373
       Accounts receivable, net                                         365,970            278,707
       Inventories, net                                                 114,056            132,478
       Prepaid tooling and other                                        108,292            133,935
                                                                    -----------        -----------
             Total current assets                                       588,318            548,493
                                                                    -----------        -----------

Property, plant and equipment, net                                    1,240,673          1,199,964
Investments in joint ventures                                           301,684            267,217
Goodwill and other assets, net                                          865,111            877,073
                                                                    -----------        -----------
                                                                    $ 2,995,786        $ 2,892,747
                                                                    ===========        ===========

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

Current liabilities:
       Current maturities of long-term debt and capital lease       $   134,834        $   149,066
       obligations
       Accounts payable                                                 290,046            248,389
       Accrued liabilities                                              200,357            175,219
                                                                    -----------        -----------
             Total current liabilities                                  625,237            572,674
                                                                    -----------        -----------

Long-term debt, net of current maturities                               996,505            933,442
Obligations under capital leases, net of current maturities               6,714              8,458
Convertible subordinated notes                                          200,000            200,000
Deferred income taxes                                                    35,276             33,884
Other noncurrent liabilities                                            170,249            185,444
                                                                    -----------        -----------
              Total noncurrent liabilities                            1,408,744          1,361,228
                                                                    -----------        -----------

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

Stockholders' investment:
       Preferred stock                                                       --                 --
       Common stock                                                         477                476
       Additional paid-in capital                                       451,088            450,455
       Retained earnings                                                320,817            307,956
       Deferred income stock plan                                        (8,942)            (8,942)
       Accumulated comprehensive loss                                   (20,207)            (9,672)
       Treasury stock, at cost                                          (40,178)           (40,178)
                                                                    -----------        -----------
          Total stockholders' investment                                703,055            700,095
                                                                    -----------        -----------
                                                                    $ 2,995,786        $ 2,892,747
                                                                    ===========        ===========
</TABLE>




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



                                      -4-
<PAGE>   5


                    TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                       (AMOUNTS IN THOUSANDS - UNAUDITED)


<TABLE>
<CAPTION>
                                                                              THREE MONTHS ENDED MARCH 31,
                                                                              ---------------------------
                                                                                 2001             2000
                                                                              ---------        ----------
<S>                                                                           <C>              <C>
OPERATING ACTIVITIES:
      Net income                                                              $  12,861        $  37,123
      Adjustments to reconcile net income to net cash provided by (used in)
       operating activities -
         Depreciation and amortization                                           39,074           35,838
         Deferred income tax provision                                            5,492           10,476
         Changes in other operating items                                       (16,636)         (72,143)
                                                                              ---------        ---------

        Net cash provided by operating activities                                40,791           11,294
                                                                              ---------        ---------

INVESTING ACTIVITIES:
      Acquisitions and investment in joint ventures                              (7,562)        (102,364)
      Capital expenditures, net                                                 (68,864)         (57,273)
                                                                              ---------        ---------

        Net cash used in investing activities                                   (76,426)        (159,637)
                                                                              ---------        ---------

FINANCING ACTIVITIES:
      Proceeds from borrowings                                                  678,255          840,952
      Repayment of debt                                                        (646,627)        (695,617)
      Proceeds from issuance of stock                                               634            1,118
                                                                              ---------        ---------

         Net cash provided by financing activities                               32,262          145,463
                                                                              ---------        ---------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                          (3,373)          (1,890)

CASH AND CASH EQUIVALENTS:
      Beginning of period                                                         3,373            3,617
                                                                              ---------        ---------

      End of period                                                           $      --        $   1,727
                                                                              =========        =========


NON-CASH FINANCING ACTIVITIES:
      Notes payable converted to common stock                                 $     201        $      --
                                                                              =========        =========
      Deferred income stock plan                                              $      --        $   4,458
                                                                              =========        =========
</TABLE>




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



                                      -5-
<PAGE>   6

                     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 on Form 10-K for
     the year ended December 31, 2000.

     Revenues and operating results for the three months ended March 31, 2001
     are not necessarily indicative of the results to be expected for the full
     year.

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

                                     MARCH 31,           DECEMBER 31,
                                       2001                 2000
                                     ---------           -----------
           Raw materials             $  53,158           $    54,958
           Work in process              26,791                40,281
           Finished goods               34,107                37,239
                                     ---------           -----------
                                     $ 114,056           $   132,478
                                     =========           ===========


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 for the three months ended March 31,
     2000 were determined on the assumptions: (i) the Edgewood notes were
     converted at the beginning of the period, (ii) the Convertible Subordinated
     Notes were converted at the beginning of the period, and (iii) the
     Preferred Securities were converted at the beginning of the period. The
     Preferred Securities were not included in the computation of earnings per
     share for the three months ended March 31, 2001 due to their anti-dilutive
     effect (in thousands, except for per share data):








                                      -6-
<PAGE>   7
<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                                           MARCH 31,
                                                                     --------------------
                                                                       2001        2000
                                                                     -------      -------
     <S>                                                             <C>          <C>
     Net income                                                      $12,861      $37,123
     Interest expense on Edgewood notes, net of tax                        7            8
     Interest expense on Convertible Subordinated Notes, net
      of tax                                                           1,652        1,626
     Dividends on Preferred Securities, net of tax                        --        2,619
                                                                     -------      -------
     Net income applicable to common stockholders -- diluted         $14,520      $41,376
                                                                     =======      =======

     Weighted average number of common shares outstanding             44,111       47,209
     Dilutive effect of outstanding stock options and
      warrants after application of the treasury stock method            129          274
     Dilutive effect of Edgewood notes, assuming conversion              264          289
     Dilutive effect of Convertible Subordinated Notes,
      assuming conversion                                              7,729        7,729
     Dilutive effect of Preferred Securities, assuming conversion         --        8,425
                                                                     -------      -------
     Diluted shares outstanding                                       52,233       63,926
                                                                     =======      =======
     Basic earnings per share                                        $  0.29      $  0.79
                                                                     =======      =======
     Diluted earnings per share                                      $  0.28      $  0.65
                                                                     =======      =======
</TABLE>

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

                                                   MARCH 31,        DECEMBER 31,
                                                     2001               2000
                                                  -----------       -----------
     Revolving credit facility                    $   413,454       $   345,919
     Senior Euro notes                                131,625           141,330
     Term credit facility                             325,000           325,000
     Industrial development revenue bonds              43,765            43,765
     Edgewood notes                                       727               878
     Other foreign subsidiary indebtedness            154,785           151,171
     Other                                             59,403            72,969
                                                  -----------       -----------
                                                    1,128,759         1,081,032
     Less-current maturities                         (132,254)         (147,590)
                                                  -----------       -----------
           Total long-term debt                   $   996,505       $   933,442
                                                  ===========       ===========

     On July 25, 2000, the Company replaced its existing $750 million amortizing
     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
     tradable offshore currencies, and letter of credit sublimits of $100
     million. As of March 31, 2001, approximately $13.4 million of the
     outstanding borrowings are denominated in Japanese yen and $62.3 million of
     the outstanding borrowings are denominated in Euro. Interest on the new
     credit facility is at the financial institutions' 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 7.6 percent for three months ended
     March 31, 2001. 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 March 31, 2001, the Company was in compliance with
     all debt covenants.



                                      -7-
<PAGE>   8

     On July 25, 2000, R. J. Tower (the "Issuer"), a wholly-owned subsidiary of
     the Company, issued Euro-denominated senior unsecured notes in the amount
     of 150 million. The notes bear interest at a rate of 9.25 percent, 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.

     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 under its $1.15 billion senior
     unsecured credit facility. The contracts have the effect of converting the
     floating rate interest to a fixed rate of approximately 6.9 percent, 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 and expires in September 2005.

5.   On November 30, 2000, the Company completed the acquisition of Strojarne
     Malacky, a.s. ("Presskam"), a manufacturer of upper body structural
     assemblies for Volkswagen, Porsche and Skoda, located near Bratislava,
     Slovakia. The Company paid total consideration of approximately $10 million
     for Presskam and intends to use the investment to further support
     Volkswagen's Bratislava assembly operation.

     On July 6, 2000, the Company acquired the remaining 60 percent equity
     interest in Metalurgica Caterina S.A. ("Caterina") for approximately $42
     million. The initial 40 percent interest was acquired in March 1998, for
     approximately $48 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.

     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 March 23, 2000, the Company invested $2.1 million in the formation of a
     product technology and development joint venture with Defiance Testing &
     Engineering Services, Inc., a subsidiary of GenTek Inc. The joint venture,
     DTA Development, located in Westland, Michigan, provides the Company with
     product-testing services. Traditionally, the Company utilizes both internal
     and external product testing extensively to validate complex systems during
     the development stage of a program. This joint venture allows the Company
     to have access to a broader and more cost efficient range of testing
     capabilities. DTA Development blends the benefits of chassis product
     technology and development activities with leading edge commercial testing
     services.



                                      -8-
<PAGE>   9


     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. Based on the purchase contract, the
     Company will pay an additional $24 million during 2001 for achieving
     certain operating earnings targets during the 2000 period. The acquisition
     was financed 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 Caterina and Presskam 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 Caterina and Presskam
     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, 2000, approximately
     $7.3 million and $3.9 million were recorded for facility shutdown and
     payroll related costs, respectively. Costs incurred and charged to such
     reserves amounted to $0.7 million for facility shutdown costs and $1.1
     million for payroll related termination costs for the three months ended
     March 31, 2001. At March 31, 2001, liabilities of approximately $6.6
     million for costs associated with facility shutdown and consolidation
     activities and $2.8 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 March 31, 2001.

6.   The Company is a 40 percent 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 net earnings, the Company paid Proeza approximately $9.0 million
     and $7.9 million in additional consideration during 1999 and 2000,
     respectively. Based upon Metalsa's 2000 net earnings, the Company will pay
     Proeza approximately $8.0 million in additional consideration during 2001.

7.   On October 2, 2000, the Company's board of directors approved a
     comprehensive operational realignment plan (the "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 recognized a charge to operations of
     approximately $141.3 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.

     The charge includes costs associated with asset impairments, severance and
     outplacement costs related to employee terminations, loss contract
     provisions and certain other exit costs. These activities are anticipated
     to result in a reduction of more than 800 employees. Through March 31,
     2001, the Company had eliminated approximately 850 employees pursuant to
     the Plan. The estimated realignment charge does 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.




                                      -9-
<PAGE>   10

     The asset impairments consist of long-lived assets, including fixed assets,
     manufacturing equipment and land, from the facilities the Company intends
     to dispose of or discontinue. For assets that will be disposed of
     currently, the Company measured impairment based on estimated proceeds on
     the sale of the facilities and equipment. The carrying value of the
     long-lived assets held for sale or disposal is approximately $3.8 million
     as of March 31, 2001. For assets that will be held and used in the future,
     the Company prepared a forecast of expected undiscounted cash flows to
     determine whether asset impairment existed, and used fair values to measure
     the required write-downs. These asset impairments have arisen only as a
     consequence of the Company making the decision to exit these activities
     during the fourth quarter of 2000. The assets will be abandoned or disposed
     of upon the exit of the activity, with expected completion during the first
     nine months of 2001.

     The accrual for operational realignment and other costs is included in
     accrued liabilities in the accompanying consolidated balance sheet as of
     March 31, 2001. The table below summarizes the accrued operational
     realignment and other charges through March 31, 2001 (in millions):

<TABLE>
<CAPTION>

                                                             SEVERANCE AND                      OTHER
                                             ASSET           OUTPLACEMENT          LOSS         EXIT
                                          IMPAIRMENTS            COSTS           CONTRACTS      COSTS       TOTAL
                                       ------------------------------------------------------------------------------
<S>                                       <C>                <C>                 <C>            <C>        <C>
Provision for operational realignment
    and other charges                        $103.7             $25.2              $8.1          $4.3      $ 141.3
Cash payments                                    --              (8.7)             (2.5)         (0.3)       (11.5)
Non cash charges                              (73.1)               --                --            --        (73.1)
                                       ------------------------------------------------------------------------------
Balance at December 31, 2000                   30.6              16.5               5.6           4.0         56.7
Cash payments                                    --              (6.0)             (2.2)         (0.3)        (8.5)
Non cash charges                              (10.3)               --                --            --        (10.3)
                                       ------------------------------------------------------------------------------
Balance at March 31, 2001                     $20.3             $10.5              $3.4          $3.7        $37.9
                                       ==============================================================================
</TABLE>

8.   Supplemental cash flow information (in thousands):

                                        THREE MONTHS ENDED MARCH 31,
                                        ----------------------------
                                           2001              2000
                                        ----------        ----------
             Cash paid for -
               Interest                   $27,007           $17,473
               Income taxes                 1,683             6,462


9.   The following table presents comprehensive income, defined as changes in
     the stockholders' investment of the Company, for the three months ended
     March 31, 2001 and 2000 (in thousands):

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED MARCH 31
                                                                     ---------------------------
                                                                        2001            2000
                                                                     ---------------------------

             <S>                                                      <C>              <C>
             Net income                                               $12,861          $37,123
             Change in cumulative translation adjustment               (3,835)            (954)
             Transition adjustment relating to loss on
              qualifying cash flow hedges                              (4,200)              --
             Unrealized loss on qualifying cash flow hedges            (2,500)              --
                                                                     ---------------------------
             Comprehensive income                                      $2,326          $36,169
                                                                     ===========================
</TABLE>

10.  On January 1, 2001, the Company adopted SFAS No. 133, "Accounting for
     Derivative Instruments and Hedging Activities," issued by the Financial
     Accounting Standards Board in 1998. SFAS No. 133, as amended, establishes
     accounting and reporting standards requiring the recording of each
     derivative instrument in the balance sheet as either an asset or liability
     measured at fair value. Changes in the derivative instrument's fair value
     must be recognized currently in earnings unless specific hedge accounting
     criteria is met. For hedges which meet the criteria, the derivative
     instrument's gains and





                                      -10-
<PAGE>   11

     losses, to the extent effective, may be recognized in accumulated other
     comprehensive income or loss, rather than in earnings.

     The Company has entered into an interest rate swap (see note 4) to hedge
     the exposure to interest rate fluctuations on the credit agreement. This
     agreement meets the specific hedge accounting criteria and is designated as
     a cash flow hedge. The effective portion of the cumulative gain or loss on
     the derivative instrument has been reported as a component of accumulated
     other comprehensive loss in stockholders' investment and will be recognized
     into current earnings in the same period or periods during which the hedged
     transactions affect current earnings.

     The adoption of SFAS No. 133 on January 1, 2001 resulted in a pretax charge
     to accumulated other comprehensive loss of $6.8 million ($4.2 million net
     of income tax benefit) for derivative instruments that were issued,
     acquired or modified after December 31, 1998. The accumulated other
     comprehensive loss was attributable to losses on effective cash flow
     hedges. Amounts currently recorded in accumulated other comprehensive loss
     ($6.7 million at March 31, 2001) will be reclassified into current earnings
     by September 2005, the termination date for the current agreement.

     Derivative liabilities relating to the interest rate swap agreement
     totaling $10.8 million have been recorded in accrued liabilities on the
     balance sheet as of March 31, 2001. The fair value of the interest rate
     swap agreement is based upon the difference between the contractual rates
     and the present value of the expected future cash flows on the hedged
     interest rate.

11.  The following consolidating financial information presents balance sheets,
     statements 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 percent senior unsecured notes issued by R. J. Tower Corporation, on a
     joint and several basis. Tower Automotive, Inc. (the parent company) has
     also fully and unconditionally guaranteed the note and is reflected as the
     Parent Guarantor in the consolidating financial information. 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>   12
TOWER AUTOMOTIVE INC.
CONSOLIDATING BALANCE SHEETS AT MARCH 31, 2001
(AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                                                  R. J. TOWER        PARENT          GUARANTOR
                                                                  CORPORATION       GUARANTOR        COMPANIES
                                                                  -----------      -----------      -----------
<S>                                                               <C>              <C>              <C>
                          ASSETS
-----------------------------------------------------------
Current assets:
          Cash and cash equivalents                               $    (8,222)     $        --      $       208
          Accounts receivable, net                                      5,507               --          247,780
          Inventories, net                                              2,055               --           76,982
          Prepaid tooling and other                                    24,255               --           49,951
                                                                  -----------      -----------      -----------
                     Total current assets                              23,595               --          374,921
                                                                  -----------      -----------      -----------

Property, plant and equipment, net                                     39,696               --          958,034
Investments in joint ventures                                         252,278           44,740            4,666
Investment in subsidiaries                                            542,776          703,055               --
Goodwill and other assets, net                                         22,511           10,680          553,122
                                                                  -----------      -----------      -----------
                                                                  $   880,856      $   758,475      $ 1,890,743
                                                                  ===========      ===========      ===========

        LIABILITIES AND STOCKHOLDERS' INVESTMENT
-----------------------------------------------------------
Current liabilities
          Current maturities of long-term debt and capital
               lease obligations                                  $    32,579      $        --      $     2,580
          Accounts payable                                             (2,920)              --          199,931
          Accrued liabilities                                          56,111            1,667           88,436
                                                                  -----------      -----------      -----------
               Total current liabilities                               85,770            1,667          290,947
                                                                  -----------      -----------      -----------

Long-term debt, net of current maturities                             866,100               --           44,765
Obligations under capital leases, net of current maturities                --               --            6,714
Convertible subordinated notes                                             --          200,000               --
Due to/(from) affiliates                                             (829,903)        (404,997)         991,299
Deferred income taxes                                                  30,276               --               --
Other noncurrent liabilities                                            9,237               --          121,751
                                                                  -----------      -----------      -----------
               Total noncurrent liabilities                            75,710         (204,997)       1,164,529
                                                                  -----------      -----------      -----------

Manditorily redeemable trust convertible preferred securities              --          258,750               --

Stockholders' investment                                              727,141          703,055          435,267
Accumulated other comprehensive loss                                   (7,765)              --               --
                                                                  -----------      -----------      -----------
               Total stockholders' investment                         719,376          703,055          435,267
                                                                  -----------      -----------      -----------
                                                                  $   880,856      $   758,475      $ 1,890,743
                                                                  ===========      ===========      ===========
<CAPTION>
                                                                  NON-GUARANTOR
                                                                    COMPANIES      ELIMINATIONS     CONSOLIDATED
                                                                  -------------    ------------     ------------
<S>                                                               <C>              <C>              <C>
                          ASSETS
-----------------------------------------------------------
Current assets:
          Cash and cash equivalents                                $     8,014      $        --      $        --
          Accounts receivable, net                                     112,683               --          365,970
          Inventories, net                                              35,019               --          114,056
          Prepaid tooling and other                                     34,086               --          108,292
                                                                   -----------      -----------      -----------
                     Total current assets                              189,802               --          588,318
                                                                   -----------      -----------      -----------

Property, plant and equipment, net                                     242,943               --        1,240,673
Investments in joint ventures                                               --               --          301,684
Investment in subsidiaries                                                  --       (1,245,831)              --
Goodwill and other assets, net                                         278,798               --          865,111
                                                                   -----------      -----------      -----------
                                                                   $   711,543      $(1,245,831)     $ 2,995,786
                                                                   ===========      ===========      ===========

        LIABILITIES AND STOCKHOLDERS' INVESTMENT
-----------------------------------------------------------
Current liabilities
          Current maturities of long-term debt and capital
               lease obligations                                   $    99,675      $        --      $   134,834
          Accounts payable                                              93,035               --          290,046
          Accrued liabilities                                           54,143               --          200,357
                                                                   -----------      -----------      -----------
               Total current liabilities                               246,853               --          625,237
                                                                   -----------      -----------      -----------

Long-term debt, net of current maturities                               85,640               --          996,505
Obligations under capital leases, net of current maturities                 --               --            6,714
Convertible subordinated notes                                              --               --          200,000
Due to/(from) affiliates                                               243,601               --               --
Deferred income taxes                                                    5,000               --           35,276
Other noncurrent liabilities                                            39,261               --          170,249
                                                                   -----------      -----------      -----------
               Total noncurrent liabilities                            373,502               --        1,408,744
                                                                   -----------      -----------      -----------

Manditorily redeemable trust convertible preferred securities               --               --          258,750

Stockholders' investment                                               103,630       (1,245,831)         723,262
Accumulated other comprehensive loss                                   (12,442)              --          (20,207)
                                                                   -----------      -----------      -----------
               Total stockholders' investment                           91,188       (1,245,831)         703,055
                                                                   -----------      -----------      -----------
                                                                   $   711,543      $(1,245,831)     $ 2,995,786
                                                                   ===========      ===========      ===========
</TABLE>

                                      -12-
<PAGE>   13
TOWER AUTOMOTIVE INC.
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001
(AMOUNTS IN THOUSANDS - UNAUDITED)



<TABLE>
<CAPTION>
                                                    R.J. TOWER      PARENT     GUARANTOR  NON-GUARANTOR
                                                    CORPORATION    GUARANTOR   COMPANIES    COMPANIES   ELIMINATIONS CONSOLIDATED
                                                    ------------- -----------  ---------    ---------   ------------ ------------
<S>                                                  <C>          <C>          <C>          <C>         <C>          <C>
Revenues                                             $  18,623    $      --    $ 399,876    $ 209,877   $      --    $ 628,376

Cost of sales                                            9,453           --      355,123      184,529          --      549,105
                                                     ---------    ---------    ---------    ---------   ---------    ---------
          Gross profit                                   9,170           --       44,753       25,348          --       79,271

Selling, general and administrative expenses               342           --       25,731        9,226          --       35,299

Amortization expense                                       533          321        3,617        1,607          --        6,078
                                                     ---------    ---------    ---------    ---------   ---------    ---------

          Operating income                               8,295         (321)      15,405       14,515          --       37,894

Interest expense, net                                   18,518        1,672       (3,712)       3,244          --       19,722
                                                     ---------    ---------    ---------    ---------   ---------    ---------

          Income before provision for income taxes     (10,223)      (1,993)      19,117       11,271          --       18,172

Provision for income taxes                              (3,987)        (778)       7,456        4,337          --        7,028
                                                     ---------    ---------    ---------    ---------   ---------    ---------
          Income before equity in earnings of
          joint ventures and minority interest          (6,236)      (1,215)      11,661        6,934          --       11,144

Equity in earnings of joint ventures and                22,976       16,740           --           --     (35,335)       4,381
subsidiaries

Minority interest - dividends on trust preferred,           --       (2,664)          --           --          --       (2,664)
  net
                                                     ---------    ---------    ---------    ---------   ---------    ---------
          Net income                                 $  16,740    $  12,861    $  11,661    $   6,934   $ (35,335)   $  12,861
                                                     =========    =========    =========    =========   =========    =========

</TABLE>

                                      -13-
<PAGE>   14
TOWER AUTOMOTIVE INC.
CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2001
(AMOUNTS IN THOUSANDS - UNAUDITED)


<TABLE>
<CAPTION>
                                                    R.J. TOWER      PARENT     GUARANTOR  NON-GUARANTOR
                                                    CORPORATION    GUARANTOR   COMPANIES    COMPANIES   ELIMINATIONS CONSOLIDATED
                                                    ------------- -----------  ---------    ---------   ------------ -------------
<S>                                                  <C>          <C>          <C>          <C>         <C>          <C>
OPERATING ACTIVITIES:
Net income                                            $  16,740    $  12,861    $  11,661    $   6,934    $ (35,335)   $  12,861
Adjustments required to reconcile net income to net
   cash provided by (used in) operating activities
       Depreciation and amortization                      1,452          321       28,360        8,941           --       39,074
       Deferred income tax provision                      5,274           --          631         (413)          --        5,492
       Changes in other operating items                   6,969       (2,119)      22,739      (26,983)     (17,242)     (16,636)
                                                      ---------    ---------    ---------    ---------    ---------    ---------
       Net cash provided by (used in) operating
           activities                                    30,435       11,063       63,391      (11,521)     (52,577)      40,791
                                                      ---------    ---------    ---------    ---------    ---------    ---------
INVESTING ACTIVITIES:
Capital expenditures, net                                (3,370)          --      (58,418)      (7,076)          --      (68,864)
Acquisitions and other, net                             (42,765)     (11,697)      (5,677)          --       52,577       (7,562)
                                                      ---------    ---------    ---------    ---------    ---------    ---------
       Net cash provided by (used in) investing
           activities                                   (46,135)     (11,697)     (64,095)      (7,076)      52,577      (76,426)
                                                      ---------    ---------    ---------    ---------    ---------    ---------
FINANCING ACTIVITIES:
Proceeds from borrowings                                660,830           --           --       17,425           --      678,255
Repayments of debt                                     (634,580)          --         (663)     (11,384)          --     (646,627)
Net proceeds from the issuance of common stock               --          634           --           --           --          634
                                                      ---------    ---------    ---------    ---------    ---------    ---------
       Net cash provided by (used for) financing
           activities                                    26,250          634         (663)       6,041           --       32,262
                                                      ---------    ---------    ---------    ---------    ---------    ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS                  10,550           --       (1,367)     (12,556)          --       (3,373)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                                                        (18,772)          --        1,575       20,570           --        3,373
                                                      ---------    ---------    ---------    ---------    ---------    ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD              $  (8,222)   $      --    $     208    $   8,014    $      --    $      --
                                                      =========    =========    =========    =========    =========    =========
</TABLE>



                                      -14-

<PAGE>   15
TOWER AUTOMOTIVE INC.
CONSOLIDATING BALANCE SHEETS AT DECEMBER 31, 2000
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       R. J. TOWER          PARENT           GUARANTOR
                                                                       CORPORATION        GUARANTOR          COMPANIES
                                                                       -----------        ---------          ---------
<S>                                                                    <C>                <C>                <C>
                        ASSETS
---------------------------------------------------------

Current assets:
    Cash and cash equivalents                                           $   (18,772)     $        --        $     1,575
    Accounts receivable, net                                                  6,983              381            172,332
    Inventories, net                                                          2,032               --             83,479
    Prepaid tooling and other                                                24,704               --             82,923
                                                                        -----------      -----------        -----------
        Total current assets                                                 14,947              381            340,309
                                                                        -----------      -----------        -----------

Property, plant and equipment, net                                           37,245               --            924,359
Investments in joint ventures                                               221,165           43,912              2,140
Investment in subsidiaries                                                  541,468          734,624                 --
Goodwill and other assets, net                                               21,527           11,001            536,142
                                                                        -----------      -----------        -----------
                                                                        $   836,352      $   789,918        $ 1,802,950
                                                                        ===========      ===========        ===========
         LIABILITIES AND STOCKHOLDERS' INVESTMENT
---------------------------------------------------------


Current liabilities
    Current maturities of long-term debt and capital lease              $    56,569      $        --        $     1,477
        obligations
    Accounts payable                                                        (13,260)              --            156,724
    Accrued liabilities                                                      35,183            4,167            101,001
                                                                        -----------      -----------        -----------
        Total current liabilities                                            78,492            4,167            259,202
                                                                        -----------      -----------        -----------

Long-term debt, net of current maturities                                   800,401               --             44,787
Obligations under capital leases, net of current maturities                      --               --              8,458
Convertible subordinated notes                                                   --          200,000                 --
Due to/(from) affiliates                                                   (822,981)        (373,094)           915,331
Deferred income taxes                                                        29,102               --               (631)
Other noncurrent liabilities                                                  9,060               --            132,105
                                                                        -----------      -----------        -----------
        Total noncurrent liabilities                                         15,582         (173,094)         1,100,050
                                                                        -----------      -----------        -----------

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

Stockholders' investment                                                    744,296          700,095            443,698
Accumulated other comprehensive income (loss) -  cumulative
     translation adjustment                                                  (2,018)              --                 --
                                                                        -----------      -----------        -----------
        Total stockholders' investment                                      742,278          700,095            443,698
                                                                        -----------      -----------        -----------
                                                                        $   836,352      $   789,918        $ 1,802,950
                                                                        ===========      ===========        ===========


<CAPTION>
                                                                      NON-GUARANTOR
                                                                        COMPANIES        ELIMINATIONS        CONSOLIDATED
                                                                        ---------        ------------        ------------
<S>                                                                   <C>                <C>                 <C>

                        ASSETS
---------------------------------------------------------

Current assets:
    Cash and cash equivalents                                           $    20,570        $        --       $     3,373
    Accounts receivable, net                                                 99,011                 --           278,707
    Inventories, net                                                         46,967                 --           132,478
    Prepaid tooling and other                                                26,308                 --           133,935
                                                                        -----------        -----------       -----------
        Total current assets                                                192,856                 --           548,493
                                                                        -----------        -----------       -----------

Property, plant and equipment, net                                          238,360                 --         1,199,964
Investments in joint ventures                                                    --                 --           267,217
Investment in subsidiaries                                                       --         (1,276,092)               --
Goodwill and other assets, net                                              308,403                 --           877,073
                                                                        -----------        -----------       -----------
                                                                        $   739,619        $(1,276,092)      $ 2,892,747
                                                                        ===========        ===========       ===========
         LIABILITIES AND STOCKHOLDERS' INVESTMENT
---------------------------------------------------------

Current liabilities
    Current maturities of long-term debt and capital lease              $    91,020        $        --       $   149,066
        obligations
    Accounts payable                                                        104,925                 --           248,389
    Accrued liabilities                                                      34,868                 --           175,219
                                                                        -----------        -----------       -----------
        Total current liabilities                                           230,813                 --           572,674
                                                                        -----------        -----------       -----------

Long-term debt, net of current maturities                                    88,254                 --           933,442
Obligations under capital leases, net of current maturities                      --                 --             8,458
Convertible subordinated notes                                                   --                 --           200,000
Due to/(from) affiliates                                                    280,744                 --                --
Deferred income taxes                                                         5,413                 --            33,884
Other noncurrent liabilities                                                 44,279                 --           185,444
                                                                        -----------        -----------       -----------
        Total noncurrent liabilities                                        418,690                 --         1,361,228
                                                                        -----------        -----------       -----------

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

Stockholders' investment                                                     97,770         (1,276,092)          709,767
Accumulated other comprehensive income (loss) -  cumulative
     translation adjustment                                                  (7,654)                --            (9,672)
                                                                        -----------        -----------       -----------
        Total stockholders' investment                                       90,116         (1,276,092)          700,095
                                                                        -----------        -----------       -----------
                                                                        $   739,619        $(1,276,092)      $ 2,892,747
                                                                        ===========        ===========       ===========
</TABLE>




                                      -15-
<PAGE>   16
TOWER AUTOMOTIVE INC.
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000
(AMOUNTS IN THOUSANDS - UNAUDITED)


<TABLE>
<CAPTION>
                                                     R.J. TOWER     PARENT     GUARANTOR  NON-GUARANTOR
                                                    CORPORATION    GUARANTOR   COMPANIES    COMPANIES   ELIMINATIONS CONSOLIDATED
                                                    ------------- -----------  ---------    ---------   ------------ -------------
<S>                                                  <C>          <C>          <C>          <C>         <C>          <C>
Revenues
                                                     $  21,889    $            $ 549,193    $ 114,282   $            $ 685,364
Cost of sales                                           15,660           --      456,008      101,974          --      573,642
                                                     ---------    ---------    ---------    ---------   ---------    ---------
          Gross profit                                   6,229           --       93,185       12,308          --      111,722

Selling, general and administrative expenses             3,454           --       26,808        4,394          --       34,656

Amortization expense                                       364          435        3,560          740          --        5,099
                                                     ---------    ---------    ---------    ---------   ---------    ---------
          Operating income                               2,411         (435)      62,817        7,174          --       71,967

Interest expense, net                                   10,529        1,931       (1,234)       1,971          --       13,197
                                                     ---------    ---------    ---------    ---------   ---------    ---------
          Income before provision for income taxes      (8,118)      (2,366)      64,051        5,203          --       58,770

Provision for income taxes                              (3,248)        (946)      25,621        2,081          --       23,508
                                                     ---------    ---------    ---------    ---------   ---------    ---------
          Income before equity in earnings of
          joint ventures and minority interest          (4,870)      (1,420)      38,430        3,122          --       35,262

Equity in earnings of joint ventures and
 subsidiaries                                           46,032       41,162           --           --     (82,714)       4,480

Minority interest - dividends on trust preferred,
  net                                                       --       (2,619)          --           --          --       (2,619)
                                                     ---------    ---------    ---------    ---------   ---------    ---------
          Net income                                 $  41,162    $  37,123    $  38,430    $   3,122   $ (82,714)   $  37,123
                                                     =========    =========    =========    =========   =========    =========
</TABLE>


                                      -16-
<PAGE>   17
TOWER AUTOMOTIVE INC.
CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2000
(AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                                    R.J. TOWER      PARENT     GUARANTOR  NON-GUARANTOR
                                                    CORPORATION    GUARANTOR   COMPANIES    COMPANIES   ELIMINATIONS CONSOLIDATED
                                                    ------------- -----------  ---------    ---------   ------------ -------------
<S>                                                  <C>          <C>          <C>          <C>         <C>          <C>
OPERATING ACTIVITIES:
Net income                                            $  41,162    $  37,123    $  38,430    $   3,122    $ (82,714)   $  37,123
Adjustments required to reconcile net income to net
   cash provided by (used in) operating activities
       Depreciation and amortization                      1,447          435       29,548        4,408           --       35,838
       Deferred income tax provision                     10,559           --           --          (83)          --       10,476
       Changes in other operating items                (133,682)      (2,500)      (6,026)      82,942      (12,877)     (72,143)
                                                      ---------    ---------    ---------    ---------    ---------    ---------
       Net cash provided by (used in) operating
           activities                                   (80,514)      35,058       61,952       90,389      (95,591)      11,294
                                                      ---------    ---------    ---------    ---------    ---------    ---------
INVESTING ACTIVITIES:
Capital expenditures, net                                   326           --      (53,674)      (3,925)          --      (57,273)
Acquisitions and other, net                             (62,755)     (36,176)      (6,104)     (92,920)      95,591     (102,364)
                                                      ---------    ---------    ---------    ---------    ---------    ---------
       Net cash provided by (used in) investing
           activities                                   (62,429)     (36,176)     (59,778)     (96,845)      95,591     (159,637)
                                                      ---------    ---------    ---------    ---------    ---------    ---------

FINANCING ACTIVITIES:
Proceeds from borrowings                                835,226           --           21        5,705           --      840,952
Repayments of debt                                     (691,223)          --       (3,158)      (1,236)          --     (695,617)
Net proceeds from the issuance of common stock               --        1,118           --           --           --        1,118
                                                      ---------    ---------    ---------    ---------    ---------    ---------
       Net cash provided by (used for) financing
           activities                                   144,003        1,118       (3,137)       4,469           --      146,453
                                                      ---------    ---------    ---------    ---------    ---------    ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS                   1,060           --         (963)      (1,987)          --       (1,890)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD            2,312           --          484          821           --        3,617
                                                      ---------    ---------    ---------    ---------    ---------    ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD              $   3,372    $      --    $    (479)   $  (1,166)   $      --    $   1,727
                                                      =========    =========    =========    =========    =========    =========
</TABLE>


                                      -17-
<PAGE>   18
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2001 TO THE THREE MONTHS ENDED
MARCH 31, 2000

Revenues -- Revenues for the first quarter of 2001 were $628.4 million, an 8.3
percent decrease, compared to $685.4 million for the prior period. The decrease
in revenues is comprised of a decline in volumes on models such as the Dodge
Dakota and Durango, the Chrysler LH, the Ford Ranger and the Lincoln LS/Jaguar
S-Type. The volume decline, which primarily affected the U.S. and Canada
business units, accounted for $126.8 million of the revenue decline in the first
quarter of 2001 as compared to the first quarter of 2000. Other declines in
revenues from the first quarter of 2001 are attributable to the decline in
General Motors light truck program sales and heavy truck business and amounted
to $45.0 million. These declines were offset by increases in revenue in the
first quarter of 2001 due to the Algoods, Caterina, Presskam and Seojin
acquisitions totaling $114.8 million. The strength of sales volumes for the
remainder of 2001 continues to be uncertain.

Cost of Sales -- Cost of sales as a percentage of revenues for the first quarter
of 2001 was 87.4 percent compared to 83.7 percent for the prior period. The
decline in gross profit was primarily due to decreased production volumes and
product mix on light truck, sport utility and other models served by the Company
in North America and increasing sales with lower margins in Europe, Asia, and
South America. Increased costs associated with the launch of the Ford Explorer,
Dodge Ram truck and GM Sigma programs also contributed to the first quarter of
2001 decline in gross margins from the first quarter of 2000.

S, G & A Expenses -- Selling, general and administrative expenses increased to
$35.3 million, or 5.6 percent of revenues, for the first quarter of 2001
compared to $34.7 million, or 5.1 percent of revenues for the prior period. This
increase was due primarily to incremental costs associated with the Company's
acquisitions of Algoods, Caterina, Presskam and Seojin of $4.3 million. This
increase was offset by $3.7 million in decreased costs due mainly to reductions
in headcount in the consolidation of the Company's support activities.

Amortization Expense -- Amortization expense for the first quarter of 2001 was
$6.1 million compared to $5.1 million for the prior period. The increase was due
to incremental goodwill amortization related to the acquisitions of Algoods,
Caterina, Presskam, and Seojin.

Interest Expense -- Interest expense for the first quarter of 2001 was $19.7
million compared to $13.2 million for the prior period. Interest expense was
affected by increased borrowings incurred to fund the Company's acquisitions of
Algoods, Caterina, and Presskam. Rate increases on the credit facilities entered
into in July 2000 along with the issuance of the senior Euro notes in July 2000
also contributed to the increase in interest expense. These increases were
offset by an increase in capitalized interest of $1.9 million.

Income Taxes -- The effective income tax rate was 38.7 percent and 40.0 percent
for the first quarters of 2001 and 2000, respectively. The decrease in the
effective rate is due primarily as a result of increased income in lower tax
jurisdictions.

Equity in Earnings of Joint Ventures -- Equity in earnings of joint ventures,
net of tax, was $4.4 million and $4.5 million for the first quarters of 2001 and
2000, respectively. These amounts represent 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 quarters of 2001 and 2000
represents dividends, net of income tax benefits, on the Preferred Securities.




                                      -18-
<PAGE>   19
RESTRUCTURING AND ASSET IMPAIRMENT CHARGE

On October 2, 2000, the Company's board of directors approved a comprehensive
operational realignment plan (the "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
recognized a charge to operations of approximately $141.3 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.

The charge includes costs associated with asset impairments, severance and
outplacement costs related to employee terminations, loss contract provisions
and certain other exit costs. These activities are anticipated to result in a
reduction of more than 800 employees. Through March 31, 2001, the Company had
eliminated approximately 850 employees pursuant to the Plan. The estimated
realignment charge does 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 the facilities the Company intends to
dispose of or discontinue. For assets that will be disposed of currently, the
Company measured impairment based on estimated proceeds on the sale of the
facilities and equipment. The carrying value of the long-lived assets held for
sale or disposal is approximately $3.8 million as of March 31, 2001. For assets
that will be held and used in the future, the Company prepared a forecast of
expected undiscounted cash flows to determine whether asset impairment existed,
and used fair values to measure the required write-downs. These asset
impairments have arisen only as a consequence of the Company making the decision
to exit these activities during the fourth quarter of 2000. The assets will be
abandoned or disposed of upon the exit of the activity, with expected completion
during the first nine months of 2001.

The accrual for operational realignment and other costs is included in accrued
liabilities in the accompanying consolidated balance sheet as of March 31, 2001.
The table below summarizes the accrued operational realignment and other charges
through March 31, 2001 (in millions):

<TABLE>
<CAPTION>
                                                                  SEVERANCE AND
                                               ASSET               OUTPLACEMENT      LOSS       OTHER EXIT
                                            IMPAIRMENTS               COSTS        CONTRACTS       COSTS       TOTAL
                                            -----------           -------------    ---------    ----------     -----
<S>                                            <C>                    <C>             <C>           <C>        <C>
Provision for operational
  realignment and other charges                $103.7                 $25.2           $8.1          $4.3       $141.3
Cash payments                                    --                    (8.7)          (2.5)         (0.3)       (11.5)
Non cash charges                                (73.1)                 --             --            --          (73.1)
                                       ----------------------------------------------------------------------------------
Balance at December 31, 2000                     30.6                  16.5            5.6           4.0         56.7
Cash payments                                    --                    (6.0)          (2.2)         (0.3)        (8.5)
Non cash charges                                (10.3)                 --             --            --          (10.3)
                                       ----------------------------------------------------------------------------------
Balance at March 31, 2001                       $20.3                 $10.5           $3.4          $3.7        $37.9
                                       ==================================================================================
</TABLE>





                                      -19-
<PAGE>   20


LIQUIDITY AND CAPITAL RESOURCES

In July 2000, the Company replaced its existing $750 million amortizing 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 tradable offshore currencies, and
letter of credit sublimits of $100 million. As of March 31, 2001, approximately
$13.4 million of the outstanding borrowings are denominated in Japanese yen and
$62.3 million of the outstanding borrowings are denominated in Euro. Interest on
the new credit facility is at the financial institutions' 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 7.6 percent for year ended March 31, 2001. 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.

In July 2000, R. J. Tower (the "Issuer"), a wholly-owned subsidiary of the
Company, issued Euro-denominated senior unsecured notes in the amount of 150
million (approximately $131.6 million at March 31, 2001). The notes bear
interest at a rate of 9.25 percent, 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.

In 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 under its $1.15 billion senior unsecured credit
facility. The contracts have the effect of converting the floating rate interest
to a fixed rate of approximately 6.9 percent, 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 and it expires in September 2005.

Effective January 1, 2001, unrealized gains and losses on interest rate swap
agreements used to hedge the Company's exposure to interest rate fluctuations
are recognized currently for financial reporting purposes. The swap agreement is
marked to market on a quarterly basis. The effect of this change as of January
1, 2001, was a pretax charge to accumulated other comprehensive loss of $6.8
million ($4.2 million net of income tax benefit). During the first quarter of
2001, pretax other comprehensive loss increased by $4.0 million ($2.5 million
net of income tax benefit) to reflect an unrealized loss on the swap agreement
from January 1, 2001 to March 31, 2001.

During the first quarter of 2001, the Company generated $40.8 million of cash
from operations compared with generating $11.3 million in the 2000 period. Cash
provided by net income, depreciation, amortization, and deferred income tax
provision of $57.4 million in 2001 and $83.4 million in 2000, was partially
offset by cyclical increases in working capital requirements and other operating
items of $16.6 million and $72.1 million, respectively.

Net cash used in investing activities was $76.4 million during the first quarter
of 2001 as compared to $159.6 million in the prior period. Net capital
expenditures totaled $68.9 million in the first quarter of 2001 for equipment
and dedicated tooling purchases related to new or replacement programs. This
compares with net capital expenditures of $57.3 million for the prior period.

Net cash provided by financing activities totaled $32.3 million for the first
quarter of 2001 compared with $146.5 million in 2000.


                                      -20-
<PAGE>   21


At March 31, 2001, the Company had unused borrowing capacity of approximately
$121 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 2001
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 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.

Interest rate swaps are entered into as a hedge of underlying debt instruments
to effectively change the characteristics of the interest rate without actually
changing the debt instrument. Therefore, these interest rate swap agreements
convert outstanding floating rate debt to fixed rate debt for a period of time.
For fixed rate debt, interest rate changes affect the fair market value but do
not impact earnings and cash flows. Conversely for floating rate debt, interest
rate changes generally do not affect the fair market value but do impact future
earnings and cash flows, assuming other factors are held constant.

At March 31, 2001, the Company had total debt and obligations under capital
leases of $1.3 billion. The debt is comprised of fixed rate debt of $491.6
million and floating rate debt of $846.4 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 $8.5 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.

A portion of Tower Automotive's revenue was derived from manufacturing
operations in Europe, Asia, and South America. The results of operations and
financial position of the Company's foreign operations are principally measured
in its respective currency and translated into U. S. dollars. The effects of
foreign currency fluctuations in Europe, Asia, and South America 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 March 31, 2001, the Company held no foreign
currency hedge positions. Management believes the effect of a one percent
appreciation or depreciation in



                                      -21-
<PAGE>   22

foreign currency rates would not materially affect the Company's financial
position or results of operations for the periods presented.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company adopted SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended on January 1, 2001 (see note 10). The effect of
this change as of January 1, 2001, was a pretax charge to accumulated other
comprehensive loss of $6.8 million ($4.2 million net of income tax benefit).
During the first quarter of 2001, pretax other comprehensive loss increased by
$4.0 million ($2.5 million net of income tax benefit) to reflect an unrealized
loss on the swap agreement from January 1, 2001 through March 31, 2001.

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 acting on
behalf of the Company are expressly qualified in their entirety by such
cautionary statements.



                                      -22-
<PAGE>   23

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:

         (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 February 2,
                    2001, Under Item 5 (Commission File No. 1-12733).





                                      -23-
<PAGE>   24


                                    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:  May 15, 2001            By /s/ Anthony A. Barone
                                  ----------------------------------------------
                                    Anthony A. Barone
                                    Vice President, Chief Financial Officer
                                    (principal accounting and financial officer)












                                      -24-