<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, 2000

                                       OR

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

                    For the transition period from ___ to ___

                         Commission file number 1-12733

                             TOWER AUTOMOTIVE, INC.

             (Exact name of Registrant as specified in its charter)

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

                                 (612) 342-2310
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
   (Former name, former address and former fiscal year, if changed since last
                                     report)

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

              Yes  X                                       No
                  ---                                         ---

The number of shares outstanding of the Registrant's common stock, par value
$.01 per share, at May 8, 2000 was 47,017,080 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, 2000 and 1999

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

                    Condensed Consolidated Statements of Cash Flows (unaudited)
                    for the Three Months Ended March 31, 2000 and 1999

                    Notes to Condensed Consolidated Financial Statements

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

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


PART II       OTHER INFORMATION

         Item 1.      Legal Proceedings

         Item 2.      Change in Securities and Use of Proceeds

         Item 3.      Defaults Upon Senior Securities

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

         Item 5.      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)

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED MARCH 31,
                                                          2000            1999
                                                       ---------       ---------
<S>                                                    <C>             <C>
Revenues                                               $ 685,364       $ 498,572

Cost of sales                                            573,642         419,125
                                                       ---------       ---------
        Gross profit                                     111,722          79,447

Selling, general and administrative expenses              34,656          22,420

Amortization expense                                       5,099           3,450
                                                       ---------       ---------
        Operating income                                  71,967          53,577

Interest expense, net                                     13,197           7,267
                                                       ---------       ---------
        Income before provision for income taxes          58,770          46,310

Provision for income taxes                                23,508          18,524
                                                       ---------       ---------
        Income before equity in earnings of joint
        ventures and minority interest                    35,262          27,786

Equity in earnings of joint ventures                       4,480           2,913

Minority interest - dividends on trust
  preferred securities, net                               (2,619)         (2,623)
                                                       ---------       ---------
        Net income                                     $  37,123       $  28,076
                                                       =========       =========


Basic earnings per share                               $    0.79       $    0.60
                                                       =========       =========


Diluted earnings per share                             $    0.65       $    0.51
                                                       =========       =========
</TABLE>

  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                                    2000              1999
                                                                   -----------       -----------
                                                                   (unaudited)
<S>                                                                <C>               <C>
Current assets:
       Cash and cash equivalents                                   $     1,727       $     3,617
       Accounts receivable, net                                        443,144           353,351
       Inventories, net                                                127,790           110,897
       Prepaid tooling and other                                        97,657            90,191
                                                                   -----------       -----------
             Total current assets                                      670,318           558,056
                                                                   -----------       -----------
Property, plant and equipment, net                                   1,154,868         1,075,861
Investments in joint ventures                                          300,886           290,705
Goodwill and other assets, net                                         692,627           627,928
                                                                   -----------       -----------
                                                                   $ 2,818,699       $ 2,552,550
                                                                   ===========       ===========

            Liabilities and Stockholders' Investment

Current liabilities:
       Current maturities of long-term debt and capital lease
         obligations                                               $    21,807       $    13,876
       Accounts payable                                                323,144           276,673
       Accrued liabilities                                             124,917           140,567
                                                                   -----------       -----------
             Total current liabilities                                 469,868           431,116
                                                                   -----------       -----------
Long-term debt, net of current maturities                              868,470           699,678
Obligations under capital leases, net of current maturities             20,211            21,543
Convertible subordinated notes                                         200,000           200,000
Deferred income taxes                                                   61,212            50,736
Other noncurrent liabilities                                           173,219           163,592
                                                                   -----------       -----------
             Total non-current liabilities                           1,323,112         1,135,549
                                                                   -----------       -----------
Mandatorily redeemable trust convertible preferred securities          258,750           258,750

Stockholders' investment:
       Preferred stock                                                      --                --
       Common stock                                                        472               469
       Additional paid-in capital                                      445,330           437,210
       Retained earnings                                               331,645           294,522
       Warrants to acquire common stock                                  2,000             2,000
       Deferred income stock plan                                       (8,942)           (4,484)
       Accumulated other comprehensive loss - cumulative
         translation adjustment                                         (3,536)           (2,582)
                                                                   -----------       -----------
             Total stockholders' investment                            766,969           727,135
                                                                   -----------       -----------
                                                                   $ 2,818,699       $ 2,552,550
                                                                   ===========       ===========
</TABLE>



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


                                      -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,
                                                                                ----------------------------
                                                                                    2000            1999
                                                                                 ---------       ---------
<S>                                                                             <C>              <C>
OPERATING ACTIVITIES:
      Net income                                                                 $  37,123       $  28,076
      Adjustments to reconcile net income to net cash provided by (used in)
        operating activities -
         Depreciation and amortization                                              35,838          24,377
         Deferred income tax provision                                              10,476              --
         Changes in other operating items                                          (72,143)        (66,250)
                                                                                 ---------       ---------

            Net cash provided by (used in) operating activities                     11,294         (13,797)
                                                                                 ---------       ---------

INVESTING ACTIVITIES:
      Acquisitions and investment in joint ventures                               (102,364)             --
      Capital expenditures, net                                                    (57,273)        (51,535)
      Change in restricted cash                                                         --             (28)
                                                                                 ---------       ---------

         Net cash used in investing activities                                    (159,637)        (51,563)
                                                                                 ---------       ---------

FINANCING ACTIVITIES:
      Proceeds from borrowings                                                     840,952         369,842
      Repayment of debt                                                           (695,617)       (310,305)
      Proceeds from issuance of stock                                                1,118           7,371
                                                                                 ---------       ---------

         Net cash provided by financing activities                                 146,453          66,908
                                                                                 ---------       ---------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                             (1,890)          1,548

CASH AND CASH EQUIVALENTS:
      Beginning of period                                                            3,617           3,434
                                                                                 ---------       ---------

      End of period                                                              $   1,727       $   4,982
                                                                                 =========       =========



NON-CASH FINANCING ACTIVITIES:
      Deferred income stock plan                                                 $   4,458       $   4,484
                                                                                 =========       =========
</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, 1999.

          Revenues and operating results for the three months ended March 31,
     2000 are not necessarily indicative of the results to be expected for the
     full year.


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

<TABLE>
<CAPTION>
                                                  MARCH 31, 2000    DECEMBER 31, 1999
                                                  --------------    -----------------
<S>                                               <C>               <C>
           Raw materials                             $ 51,728           $ 47,231
           Work in process                             40,026             34,143
           Finished goods                              36,036             29,523
                                                     --------           --------
                                                     $127,790           $110,897
                                                     ========           ========
</TABLE>


3.   Basic earnings per share were computed by dividing net income by the
     weighted average number of common shares outstanding during the respective
     quarters. Diluted earnings per share were determined on the assumptions:
     (i) the Edgewood notes were converted at the beginning of the respective
     periods, (ii) the Convertible Subordinated Notes were converted at the
     beginning of the respective periods, and (iii) the Preferred Securities
     were converted at the beginning of the respective periods (in thousands,
     except per share data):




                                      -6-
<PAGE>   7
<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                                MARCH 31,
                                                          ----------------------
                                                            2000           1999
                                                          -------        -------
<S>                                                       <C>            <C>
     Net income                                           $37,123        $28,076
     Interest expense on Edgewood notes,
       net of tax                                               8             10
     Interest expense on Convertible
       Subordinated Notes, net of tax                       1,626          1,624
     Dividends on Preferred Securities,
       net of tax                                           2,619          2,623
                                                          -------        -------
     Net income applicable to common
       stockholders -- diluted                            $41,376        $32,333
                                                          =======        =======

     Weighted average number of
       common shares outstanding                           46,964         46,567
     Dilutive effect of outstanding stock
       options and warrants after application                 274            668
       of the treasury stock method
     Dilutive effect of Edgewood notes,
       assuming conversion                                    289            400
     Dilutive effect of Convertible
       Subordinated Notes,
       assuming conversion                                  7,729          7,730
     Dilutive effect of Preferred Securities,               8,425          8,424
       assuming conversion
     Dilutive effect of Deferred income stock                 245             --
       plan, assuming conversion
                                                          -------        -------
     Diluted shares outstanding                            63,926         63,789
                                                          =======        =======
     Basic earnings per share                             $  0.79        $  0.60
                                                          =======        =======
     Diluted earnings per share                           $  0.65        $  0.51
                                                          =======        =======
</TABLE>


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

<TABLE>
<CAPTION>
                                                      MARCH 31,      DECEMBER 31,
                                                         2000            1999
                                                      ---------       ---------
<S>                                                   <C>            <C>
          Revolving credit facility                   $ 466,251       $ 321,679
          Term credit facility                          320,893         324,210
          Industrial development revenue bonds           43,765          43,765
          Edgewood notes                                    877             878
          Other                                          50,838          11,644
                                                      ---------       ---------
                                                        882,624         702,176
          Less-current maturities                       (14,154)         (2,498)
                                                      ---------       ---------
                Total long-term debt                  $ 868,470       $ 699,678
                                                      =========       =========
</TABLE>

          The Company has a Credit Agreement, as defined, which includes a
revolving credit facility that provides for borrowings of up to $750 million on
an unsecured basis with a letter of credit sublimit of $75 million. In addition,
under the terms of the revolving credit facility, the equivalent of up to $85
million in borrowings can be denominated in foreign currency. As of March 31,
2000, approximately $72 million of the outstanding borrowings are denominated in
Italian lira. The amount available under the revolving credit facility reduces
to $675 million in April 2000, $600 million in April 2001 and $500 million in
April 2002. The Credit Agreement has a final maturity of April 2003. Interest on
the credit facility is at the prime rate or LIBOR plus a margin ranging from 17
to 50 basis points depending upon the ratio of the consolidated indebtedness of
the Company to its total capitalization. The weighted average interest rate for
such borrowings was 6.7% for the three months ended March 31, 2000.



                                      -7-
<PAGE>   8
          On August 23, 1999, the Company amended and restated its Credit
     Agreement to include an additional term loan facility of $325 million. In
     addition, under the terms of the term loan facility, the equivalent of up
     to $120 million in borrowings can be denominated in foreign currency. As of
     March 31, 2000, approximately $120 million of the outstanding borrowings
     are denominated in Euro. The term loan facility matures in eight equal
     repayments beginning September 2002 with final maturity in June 2004.
     Interest on the term loan facility is at the prime rate or LIBOR plus a
     margin ranging from 0 to 200 basis points depending on the Company's ratio
     of consolidated indebtedness to its total capitalization. The weighted
     average interest rates for the term loan facility dollar borrowings and
     Euro borrowings were 7.2% and 4.7%, respectively, for the three months
     ended March 31, 2000. The proceeds from the term facility were used to
     repay outstanding indebtedness under the revolving facility incurred in
     connection with the acquisition of Active on July 29, 1999.

     The Credit Agreement requires the Company to meet certain financial tests,
     including but not limited to minimum interest coverage, maximum
     debt/capital, maximum leverage and maximum senior leverage ratios. As of
     March 31, 2000, the Company was in compliance with all debt covenants.

5.   On July 29, 1999, the Company acquired all of the outstanding stock of
     Active Tool and Manufacturing Company, Inc. and its affiliate Active
     Products Corporation (collectively, "Active") for total consideration of
     approximately $315 million. Active, which has five facilities, designs and
     produces a variety of large unexposed structural stampings, exposed surface
     panels, and modules to the North American automotive industry. Active's
     main customers include DaimlerChrysler, Ford, General Motors, and Saturn.
     Products offered by Active include body sides, pickup box sides, fenders,
     floor pan assemblies, door panels, pillars, and heat shields. The
     acquisition of Active enhances the Company's ability to manufacture large
     and complex structures, as well as exposed surface panels. The acquisition
     was financed with proceeds from the Company's revolving credit facility.

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

     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 both Active and Dr. Meleghy
     have been recorded based on preliminary estimates of fair value as of the
     date of acquisition. The excess of the purchase price over the fair value
     of the assets acquired and liabilities assumed has been recorded as
     goodwill. The Company is further evaluating the fair value of certain
     assets acquired and liabilities assumed in connection with the Active and
     Dr. Meleghy acquisitions and as a result, will likely result in adjustments
     to the preliminary allocation of the purchase price.




                                      -8-
<PAGE>   9
     In conjunction with its acquisitions, the Company has established reserves
     for certain costs associated with facility shutdown and consolidation
     activities and for general and payroll related costs primarily for planned
     employee termination activities. As of December 31, 1999, approximately
     $13.8 million and $6.4 million were recorded for facility shutdown and
     payroll related costs, respectively. Costs incurred and charged to such
     reserves amounted to $1.0 million for facility shutdown costs and $1.5
     million for payroll related termination costs for the three months ended
     March 31, 2000. At March 31, 2000, liabilities of approximately $12.8
     million for costs associated with facility shutdown and consolidation
     activities and $4.9 million of costs for planned employee termination
     activities remained. The timing of facility shutdown and consolidation
     activities has been adjusted to reflect customer concerns with supply
     interruption. These reserves have been utilized as originally intended and
     management believes the liabilities recorded for shutdown and consolidation
     activities are adequate but not excessive as of March 31, 2000.

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

7.   On October 29, 1999, the Company invested $21 million for new shares
     representing a 49% equity interest in Seojin Industrial Company Limited
     ("Seojin"). Seojin is a supplier of frames, modules and structural
     components to the Korean automotive industry. The equity interest was
     financed with proceeds from the Company's revolving credit facility. In
     addition, the Company advanced $19 million to Seojin in exchange for
     variable rate convertible bonds denominated in Korean Won (the "Bonds") due
     October 30, 2009. The Bonds are unsecured and rank equally with all other
     present and future obligations of Seojin. The Bonds bear interest at the
     one year LIBOR plus a margin of 200 basis points. The initial interest rate
     was set as of October 30, 1999. The rate is reset annually on the
     anniversary date of the Bonds. At March 31, 2000, the interest rate on the
     Bonds was 8.25%. Interest on the Bonds is payable annually beginning
     October 30, 2000 and each October 30 thereafter until maturity. The Company
     has the right to convert the Bonds into common stock of Seojin any time on
     or after October 30, 2000. The conversion rate is based upon a
     predetermined formula that would increase the Company's equity interest to
     approximately 66%.

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

9.   Supplemental cash flow information (in thousands):

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED MARCH 31,
                                                      ----------------------------
                                                         2000              1999
                                                       -------           -------
<S>                                                   <C>               <C>
          Cash paid for -
                Interest                               $17,473           $ 9,042
                Income taxes                             6,462             3,347
</TABLE>




                                      -9-
<PAGE>   10
10.  The following table presents comprehensive income, defined as changes in
     the stockholders' investment of the Company, for the three months ended
     March 31, 2000 and 1999 (in thousands):

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED MARCH 31,
                                                        2000             1999
<S>                                                  <C>               <C>
              Net income                              $ 37,123         $ 28,076
              Change in cumulative
                translation adjustment                    (954)          (2,808)
                                                      --------         --------
              Comprehensive income                    $ 36,169         $ 25,268
                                                      ========         ========
</TABLE>

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

12.  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 vehicle structural products. The
     acquisition was funded with proceeds from the Company's revolving credit
     facility.




                                      -10-
<PAGE>   11
          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, 2000 TO THE THREE MONTHS ENDED
MARCH 31, 1999


Revenues -- Revenues for the first quarter of 2000 were $685.4 million, a 37.5%
increase, compared to $498.6 million for the prior period. The increase is due
to incremental new business of approximately $37.9 million, including business
relating to the Ford Excursion, Focus, Lincoln LS/Jaguar S-Type, Dodge Durango,
Dakota, and the Chrysler LH line and the acquisitions of Active and Dr. Meleghy
of $148.9 million.

Cost of Sales -- Cost of sales as a percentage of revenues for the first quarter
of 2000 was 83.7% compared to 84.1% for the prior period. The improvement in
gross profit was primarily due to increased production volumes and product mix
on light truck, sport utility and other models served by the Company.

S, G & A Expenses -- Selling, general and administrative expenses increased to
$34.7 million, or 5.1% of revenues, for the first quarter of 2000 compared to
$22.4 million, or 4.5% of revenues for the prior period. This increase was due
primarily to incremental costs associated with the Company's acquisitions of
Active and Dr. Meleghy of $6.8 million and increased engineering and program
development costs related to new business of approximately $4.1 million. This
increase was also affected by the realization of a gain of $1.4 million on the
cash settlement of amounts due under the interest rate agreement during February
1999.

Amortization Expense -- Amortization expense for the first quarter of 2000 was
$5.1 million compared to $3.5 million for the prior period. The increase was due
to incremental goodwill amortization related to the acquisitions of Active and
Dr. Meleghy.

Interest Expense -- Interest expense for the first quarter of 2000 was $13.2
million compared to $7.3 million for the prior period. Interest expense was
affected by (i) increased borrowings incurred to fund the Company's acquisition
of Active in July 1999, and (ii) increased borrowings incurred to fund the
Company's acquisition of Dr. Meleghy in January 2000.

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

Equity in Earnings of Joint Ventures -- Equity in earnings of joint ventures,
net of tax, was $4.5 million and $2.9 million for the first quarters of 2000 and
1999, 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 2000 and 1999
represents dividends, net of income tax benefits, on the Preferred Securities.




                                      -11-
<PAGE>   12
LIQUIDITY AND CAPITAL RESOURCES

The Company has a credit agreement which includes a revolving credit facility
that provides for borrowings of up to $750 million on an unsecured basis, with a
letter of credit sublimit of $75 million. In addition, under the terms of the
credit facility, the equivalent of up to $85 million in borrowings can be
denominated in foreign currency. As of March 31, 2000 approximately $72 million
of the outstanding borrowings under the revolving credit facility are
denominated in Italian lira. The amount available under the revolving credit
facility reduces to $675 million in April 2000, $600 million in April 2001 and
$500 million in April 2002. The credit facility has a final maturity of April
2003. Interest on the credit facility is at the prime rate or LIBOR plus a
margin ranging from 17 to 50 basis points depending upon the ratio of the
consolidated indebtedness of the Company to its total capitalization. The
weighted average interest rate for such borrowings was 6.7% for the three months
ended March 31, 2000.

In August 1999, the Company amended and restated its Credit Agreement to include
an additional term loan facility of $325 million. In addition, under the terms
of the term loan facility, the equivalent of up to $120 million in borrowings
can be denominated in foreign currency. As of March 31, 2000, approximately $120
million of the outstanding borrowings are denominated in Euro. The term loan
facility matures in eight equal repayments beginning September 2002 with final
maturity in June 2004. Interest on the term loan facility is at the prime rate
or LIBOR plus a margin ranging from 0 to 200 basis points depending on the
Company's ratio of consolidated indebtedness to its total capitalization. The
weighted average interest rates for the term loan facility dollar borrowings and
Euro borrowings were 7.2% and 4.7%, respectively, for the three months ended
March 31, 2000. The proceeds from the term facility were used to repay
outstanding indebtedness under the revolving facility incurred in connection
with the acquisition of Active in July 1999.

The Credit Agreement requires the Company to meet certain financial tests,
including but not limited to minimum interest coverage, maximum debt/capital,
maximum leverage and maximum senior leverage ratios. As of March 31, 2000, the
Company was in compliance with all debt covenants.

During the first quarter of 2000, the Company generated $11.3 million of cash
from operations compared with use of $13.8 million in the 1999 period. Cash
provided by net income, depreciation, amortization, and deferred income tax
provision of $83.4 million in 2000 and $52.5 million in 1999, was partially
offset by cyclical increases in working capital requirements and other operating
items of $72.1 million and $66.3 million, respectively.

Net cash used in investing activities was $159.6 million during the first
quarter of 2000 as compared to $51.6 million in the prior period. The increase
was due mainly to the acquisition of Dr. Meleghy during the first quarter of
2000. Net capital expenditures totaled $57.3 million in the first quarter of
2000 for equipment and dedicated tooling purchases related to new or replacement
programs. This compares with net capital expenditures of $51.5 million for the
prior period.


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<PAGE>   13
Net cash provided by financing activities totaled $146.5 million for the first
quarter of 2000 compared with $66.9 million in 1999.

At March 31, 2000, the Company had unused borrowing capacity of approximately
$143 million, under its most restrictive debt covenant. The Company believes the
borrowing availability under its credit agreement, together with funds generated
by operations, should provide liquidity and capital resources to pursue its
business strategy for the foreseeable future, with respect to working capital,
capital expenditures, and other operating needs. The Company estimates its 2000
capital expenditures will approximate $225 million. Under present conditions,
management does not believe access to funds will restrict its ability to pursue
its acquisition strategy.

EFFECTS OF INFLATION

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

MARKET RISK

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

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, 2000, the Company had total debt and obligations under capital
leases of $1.1 billion. The debt is comprised of fixed rate debt of $200 million
and floating rate debt of $910.5 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 $9.1 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. The results of operations and financial position of the
Company's operations in Europe are principally measured in its respective
currency and translated into U. S. dollars. The effects of foreign currency
fluctuations in Europe are somewhat mitigated by the fact that expenses are
generally incurred in the same currency in which revenues are generated. The
reported income of these subsidiaries will be higher or lower depending on a
weakening or strengthening of the U. S. dollar against the respective foreign
currency.

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

The Company's strategy for management of currency risk relies primarily upon
conducting its operations in a country's respective currency and may, from time
to time, engage in hedging programs intended to reduce the Company's exposure to
currency fluctuations. As of March 31, 2000, the Company held no foreign
currency hedge positions. Management believes the effect of a one percent change
in foreign currency rates would not materially affect the Company's financial
position or results of operations for the periods presented.

                                      -13-
<PAGE>   14

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

FORWARD-LOOKING STATEMENTS

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




                                      -14-
<PAGE>   15
                           PART II. OTHER INFORMATION

                     TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES


Item 1.  Legal Proceedings:

         None

Item 2.  Change in Securities:

         None

Item 3.  Defaults Upon Senior Securities:

         None

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

         None

Item 5.  Other Information:

         None

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

(a)  Exhibits:

     27.1      Financial Data Schedule.

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

1.   The Company's current report on Form 8-K dated February 16, 2000
     (Commission File No. 1-12733).




                                      -15-
<PAGE>   16
                                    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, 2000                     By /s/ Anthony A. Barone
                                           -------------------------------------
                                               Anthony A. Barone
                                               Vice President, Chief Financial
                                               Officer (principal accounting and
                                               financial officer)




                                      -16-