(248-675-6000)
(Address, ~~Including Zip Code,~~including zip code, and ~~Telephone Number, Including Area Code,~~telephone number, including
area code, of ~~Registrant’s Principal Executive Offices)~~

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disinterested directors then serving on our board of directors approves the business combination. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

“Blank Check” Preferred Stock

As noted above, we are authorized to issue, without any further vote or action by the stockholders, up to 50,000,000 shares of preferred stock in one or more classes or series and, with respect to each such class or series, to fix the number of shares constituting the class or series and the designation of the class or series, the voting powers, if any, of the shares of the class or series, and the preferences and relative, participating, optional and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of such class or series. As noted above, the issuance of preferred stock could have the effect of delaying or preventing a change in control of our company.

Corporate ~~Opportunities.~~Opportunity

Our certificate of incorporation provides that we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for ~~Cerberus.~~

the directors, principals, officers, employees and/or other representatives of Cerberus Capital Management, LLP (“CCM”) and the funds, accounts and management and other entities affiliated with CCM, the affiliates thereof, or any member of our board of directors who is not our employee (including any such director who also serves as an officer). We do not renounce our interest in any corporate opportunity offered to any such director or officer if such opportunity is expressly offered to such person solely in his or her capacity as our director or officer.

Credit Facility

~~PLAN~~

Under our credit agreements, a change of control may lead the lenders to exercise remedies, such as acceleration of the loan, termination of their obligations to fund additional advances and collection against the collateral securing such loan.

DESCRIPTION OF ~~DISTRIBUTION~~

WARRANTS

We ~~are registering~~summarize below the material provisions that will apply to the warrants unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The complete terms of the warrants will be contained in the applicable warrant certificate and warrant agreement. These documents will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the warrant certificate and the warrant agreement. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.

General

We may issue, together with common or preferred stock as units or separately, warrants for the purchase of shares of our common ~~stock~~or preferred stock. The terms of each warrant will be discussed in the applicable prospectus supplement relating to the particular series of warrants. The form(s) of certificate representing the warrants and/or the warrant agreement will be, in each case, filed with the SEC as an ~~aggregate offering price not~~exhibit to ~~exceed $100 million, to be sold~~a document incorporated by reference in the ~~Company under a “shelf”~~ registration ~~process. If we offer any shares~~statement of ~~common stock under~~which this prospectus ~~we will amend~~is a part on or prior to the date of any prospectus supplement relating to an offering of the particular warrant. The following summary of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all of the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants.

The prospectus supplement relating to any series of warrants that are offered by this prospectus ~~by means~~will describe, among other things, the following terms to the extent they are applicable to that series of ~~an accompanying prospectus supplement setting forth~~ warrants:

•

the ~~specific terms~~procedures and conditions ~~and other information about that offering as is required or necessary.~~

~~In addition, on behalf~~relating to the exercise of the ~~Selling Stockholder, we are registering 12,467,866~~warrants;

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•

the number of shares of our common or preferred stock, if any, issued with the warrants;

•

the date, if any, on and after which the warrants and any related shares of our common or preferred stock will be separately transferable;

•

the offering price of the warrants, if any;

•

the number of shares of our common or preferred stock which may be purchased upon exercise of the warrants and the price or prices at which the shares may be purchased upon exercise;

•

the date on which the right to exercise the warrants will begin and the date on which the right will expire;

•

a discussion of the material United States federal income tax considerations applicable to the exercise of the warrants;

•

anti-dilution provisions of the warrants, if any;

•

call provisions of the warrants, if any; and

•

any other material terms of the warrants.

Each warrant may entitle the holder to purchase for ~~possible resale~~cash, or, in limited circumstances, by effecting a cashless exercise for, the ~~Selling Stockholder. Unless~~number of shares of our common or preferred stock at the ~~context otherwise requires, as used in this prospectus, “Selling Stockholder” includes the Selling Stockholder named~~exercise price that is described in the ~~table above and donees, pledgees, transferees~~applicable prospectus supplement. Warrants will be exercisable during the period of time described in the applicable prospectus supplement. After that period, unexercised warrants will be void. Warrants may be exercised in the manner described in the applicable prospectus supplement.

A holder of a warrant will not have any of the rights of a holder of our common or preferred stock before the stock is purchased upon exercise of the warrant. Therefore, before a warrant is exercised, the holder of the warrant will not be entitled to receive any dividend payments or exercise any voting or other ~~successors-in-interest selling~~rights associated with shares ~~received from~~of our common or preferred stock which may be purchased when the ~~Selling Stockholder~~warrant is exercised.

Transfer Agent and Registrar

The transfer agent and registrar, if any, for any warrants will be set forth in the applicable prospectus supplement.

DESCRIPTION OF DEBT SECURITIES

This prospectus describes certain general terms and provisions of debt securities that we may offer. The debt securities may be issued pursuant to, in the case of senior debt securities, a senior indenture, and in the case of subordinated debt securities, a subordinated indenture, in each case in the forms filed as exhibits to this registration statement, which we refer to as the “indentures.” The indentures will be entered into between us and a ~~gift, pledge, partnership distribution or other transfer after~~trustee to be named prior to the ~~date~~issuance of ~~this prospectus.~~

~~We and/or~~any debt securities, which we refer to as the ~~Selling Stockholder~~“trustee.” The indentures will not limit the amount of debt securities that can be issued thereunder and will provide that the debt securities may ~~offer~~be issued thereunder and ~~sell all or a portion of~~will provide that the ~~shares covered by this prospectus~~debt securities may be issued from time to time in one or more series pursuant to the terms of one or more securities resolutions or supplemental indentures creating such series.

We have summarized below the material provisions that will apply to the indentures and the debt securities unless the applicable prospectus supplement for any offering of debt securities provides otherwise. This summary may not contain all information that is important to you. The complete terms of the debt securities will be contained in the applicable indenture or supplemental indenture. These documents have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the indenture and any applicable supplemental indenture. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.

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Terms

When we offer to sell a particular series of debt securities, we will describe the specific terms of the securities in a prospectus supplement. The prospectus supplement will set forth the following terms, as applicable, of the debt securities offered thereby:

•

the designation, aggregate principal amount, currency or composite currency and denominations;

•

the price at which such debt securities will be issued and, if an index formula or other method is used, the method for determining amounts of principal or interest;

•

the maturity date and other dates, if any, on which principal will be payable;

•

whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

•

whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;

•

the interest rate (which may be fixed or variable), if any;

•

the date or dates from which interest will accrue and on which interest will be payable, and the record dates for the payment of interest;

•

the manner of paying principal and interest;

•

the place or places where principal and interest will be payable;

•

the terms of any mandatory or optional redemption by us or any third party including any sinking fund;

•

the terms of any conversion or exchange;

•

the terms of any redemption at the option of holders or put by the holders;

•

any tax indemnity provisions;

•

if the debt securities provide that payments of principal or interest may be made in a currency other than that in which debt securities are denominated, the manner for determining such payments;

•

the portion of principal payable upon acceleration of a Discounted Debt Security (as defined below);

•

whether and upon what terms debt securities may be defeased;

•

any events of default or covenants in addition to or in lieu of those set forth in the indentures;

•

provisions for electronic issuance of debt securities or for debt securities in uncertificated form; and

•

any additional provisions or other special terms not inconsistent with the provisions of the ~~following transactions:~~

~~on the New York Stock Exchange, or NYSE, in the over-the-counter market or on any other national securities exchange on which our shares are listed or traded; through underwriters or dealers;~~

~~in privately negotiated transactions;~~

~~in underwritten transactions;~~

~~in a block trade in which a broker-dealer will attempt to sell the offered shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;~~

~~through purchases by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this prospectus;~~

~~in ordinary brokerage transactions and transactions in which the broker solicits purchasers;~~

~~through the writing of options (including put or call options), whether the options are listed on an options exchange or otherwise; and~~

~~any other method permitted pursuant to applicable law.~~

indentures, including any terms that may be required or advisable under United States or other applicable laws or regulations, or advisable in connection with the marketing of the debt securities.

Debt securities of any series may be issued as registered debt securities or uncertificated debt securities, in such denominations as specified in the terms of the series.

Securities may be issued under the indentures as Discounted Debt Securities to be offered and sold at a substantial discount from the principal amount thereof. Special United States federal income tax and other considerations applicable thereto will be described in the prospectus supplement relating to such Discounted Debt Securities. “Discounted Debt Security” means a security where the amount of principal due upon acceleration is less than the stated principal amount.

We ~~and/~~are not obligated to issue all debt securities of one series at the same time and, unless otherwise provided in the prospectus supplement, we may reopen a series, without the consent of the holders of the debt securities of that series, for the issuance of additional debt securities of that series. Additional debt

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securities of a particular series will have the same terms and conditions as outstanding debt securities of such series, except for the date of original issuance and the offering price, and will be consolidated with, and form a single series with, such outstanding debt securities.

Ranking

The senior debt securities will rank equally in respect of payment with all of our other senior and unsubordinated debt. Our secured debt, if any, will be effectively senior to the senior debt securities to the extent of the value of the assets securing such debt. The subordinated debt securities will be subordinate and junior in right of payment to all of our present and future senior indebtedness to the extent and in the manner described in the prospectus supplement and as set forth in the board resolution, officer’s certificate or supplemental indenture relating to such offering.

We have only a stockholder’s claim on the assets of our subsidiaries. This stockholder’s claim is junior to both secured and unsecured claims that creditors of our subsidiaries have against our subsidiaries. Holders of our debt securities will be our creditors and not creditors of any of our subsidiaries. As a result, all the existing and future liabilities of our subsidiaries, including any claims of their creditors, will effectively be senior to the debt securities with respect to the assets of our subsidiaries.

The debt securities will be obligations of Tower International, Inc. To the extent that our ability to service our debt, including the debt securities, may be dependent upon the earnings of our subsidiaries, our ability to do so will be dependent on the ability of our subsidiaries to distribute those earnings to us as dividends, loans or other payments.

Certain Covenants

Any covenants that may apply to a particular series of debt securities will be described in the prospectus supplement relating thereto.

Successor Obligor

The indentures provide that, unless otherwise specified in the securities resolution or supplemental indenture establishing a series of debt securities, we shall not consolidate with or merge into, or transfer all or substantially all of our assets to any person in any transaction in which we are not the survivor, unless:

•

the person is organized under the laws of the United States or a jurisdiction within the United States;

•

the person assumes by supplemental indenture all of our obligations under the relevant indenture, the debt securities and any coupons;

•

immediately after the transaction no Default (as defined below) exists; and

•

we deliver to the trustee an officers’ certificate and opinion of counsel stating that the transaction complies with the foregoing requirements and that all conditions precedent provided for in the indenture relating to the transaction have been complied with.

In such event, the successor will be substituted for us, and thereafter all of our obligations under the relevant indenture, the debt securities and any coupons will terminate.

The indentures provide that these limitations shall not apply if our board of directors makes a good faith determination that the principal purpose of the transaction is to change our state of incorporation.

Exchange of Debt Securities

Registered debt securities may be exchanged for an equal aggregate principal amount of registered debt securities of the same series and date of maturity in such authorized denominations as may be requested upon surrender of the registered debt securities at an agency of the Company maintained for such purpose and upon fulfillment of all other requirements of such agent.

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Default and Remedies

Unless the securities resolution or supplemental indenture establishing the series otherwise provides (in which event the prospectus supplement will so state), an “Event of Default” with respect to a series of debt securities will occur if:

(1)

we default in any payment of interest on any debt securities of such series when the same becomes due and payable and the default continues for a period of 30 days;

(2)

we default in the payment of all or any part of the principal and premium, if any, of any debt securities of such series when the same becomes due and payable at maturity or upon redemption, acceleration or otherwise and such default shall continue for five or more days;

(3)

we default in the performance of any of our other agreements applicable to the series and the default continues for 30 days after the notice specified below;

(4)

a court of competent jurisdiction enters an order or decree under any Bankruptcy Law (as defined below) that:

(A)

provides for relief against us in an involuntary case,

(B)

appoints a Custodian (as defined below) for us or for all or substantially all of our property, or

(C)

orders the winding up or liquidation of us, and the order or decree remains unstayed and in effect for 90 days;

(5)

we, pursuant to or within the meaning of any Bankruptcy Law:

(A)

commence a voluntary case,

(B)

consent to the entry of an order for relief against us in an involuntary case,

(C)

consent to the appointment of a Custodian for us or for all or substantially all of our property, or

(D)

make a general assignment for the benefit of our creditors; or

(6)

there occurs any other Event of Default provided for in such series.

The term “Bankruptcy Law” means Title 11 of the United States Code or any similar Federal or State law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law.

“Default” means any event which is, or after notice or passage of time would be, an Event of Default. A Default under subparagraphs (1), (2), (3) and (6) above is not an Event of Default until the trustee or the ~~Selling Stockholder~~holders of at least 25% in principal amount of the series notify us of the Default and we do not cure the Default within the time specified after receipt of the notice.

The trustee may require indemnity satisfactory to it before it enforces the indentures or the debt securities of the series. Subject to certain limitations, holders of a majority in principal amount of the debt securities of the series may direct the trustee in its exercise of any trust or power with respect to such series. Except in the case of Default in payment on a series, the trustee may withhold from securityholders of such series notice of any continuing Default if the trustee determines that withholding notice is in the interest of such securityholders. We are required to furnish the trustee annually a brief certificate as to our compliance with all conditions and covenants under the indentures.

The indentures do not have cross-default provisions. Thus, a default by us on any other debt, including any other series of debt securities, would not constitute an Event of Default.

Amendments and Waivers

The indentures and the debt securities or any coupons of the series may be amended, and any Default may be waived as follows:

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Unless the securities resolution or supplemental indenture otherwise provides (in which event the applicable prospectus supplement will so state), the debt securities and the indentures may be amended with the consent of the holders of a majority in principal amount of the debt securities of all series affected voting as one class. Unless the securities resolution or supplemental indenture otherwise provides (in which event the applicable prospectus supplement will so state), a Default other than a Default in payment on a particular series may be waived with the consent of the holders of a majority in principal amount of the debt securities of the series. However, without the consent of each securityholder affected, no amendment or waiver may:

•

change the fixed maturity of or the time for payment of interest on any debt security;

•

reduce the principal, premium or interest payable with respect to any debt security;

•

change the place of payment of a debt security or the currency in which the principal or interest on a debt security is payable;

•

change the provisions for calculating any redemption or repurchase price with respect to any debt security;

•

adversely affect any holders’ right to receive payment of principal and interest or to institute suit for the enforcement of any such payment;

•

reduce the amount of debt securities whose holders must consent to an amendment or waiver;

•

make any change that materially adversely affects the right to convert any debt security;

•

waive any Default in payment of principal of or interest on a debt security; or

•

adversely affect any holder’s rights with respect to redemption or repurchase of a debt security.

Without the consent of any securityholder, the indentures or the debt securities may be amended to:

•

provide for assumption of our obligations to securityholders in the event of a merger or consolidation requiring such assumption;

•

cure any ambiguity, omission, defect or inconsistency;

•

conform the terms of the debt securities to the description thereof in the prospectus and prospectus supplement offering such debt securities;

•

create a series and establish its terms;

•

provide for the acceptance of appointment by a successor trustee or to facilitate the administration of the trusts by more than one trustee;

•

provide for uncertificated or unregistered securities;

•

make any change that does not adversely affect the rights of any securityholder;

•

add to our covenants; or

•

to make any other change to the indentures so long as no debt securities are outstanding.

Conversion Rights

Any securities resolution or supplemental indenture establishing a series of debt securities may provide that the debt securities of such series will be convertible at the option of the holders thereof into or for our common stock or other equity or debt instruments. The securities resolution or supplemental indenture may establish, among other things, (1) the number or amount of shares of common stock or other equity or debt instruments for which $1,000 aggregate principal amount of the debt securities of the series is convertible, as may be adjusted pursuant to the terms of the relevant indenture and the securities resolution; and (2) provisions for adjustments to the conversion rate and limitations upon exercise of the conversion right. The indentures provide that we will not be required to make an adjustment in the conversion rate unless the adjustment would require a cumulative change of at least 1% in the conversion rate. However, we will carry forward any adjustments that are less than 1% of the conversion rate and take them into account in any subsequent adjustment of the conversion rate.

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Legal Defeasance and Covenant Defeasance

Debt securities of a series may be defeased in accordance with their terms and, unless the securities resolution or supplemental indenture establishing the terms of the series otherwise provides, as set forth below. We at any time may terminate as to a series all of our obligations (except for certain obligations, including obligations with respect to the defeasance trust and obligations to register the transfer or exchange of a debt security, to replace destroyed, lost or stolen debt securities and coupons and to maintain paying agencies in respect of the debt securities) with respect to the debt securities of the series and any related coupons and the relevant indenture, which we refer to as legal defeasance. We at any time may terminate as to a series our obligations with respect to any restrictive covenants which may be applicable to a particular series, which we refer to as covenant defeasance.

We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise our legal defeasance option, a series may not be accelerated because of an Event of Default. If we exercise our covenant defeasance option, a series may not be accelerated by reference to any covenant which may be applicable to a series.

To exercise either defeasance option as to a series, we must (1) irrevocably deposit in trust with the trustee (or another trustee) money or U.S. Government Obligations (as defined below), deliver a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government Obligations, without reinvestment, plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal and interest when due on all debt securities of such series to maturity or redemption, as the case may be; and (2) comply with certain other conditions. In particular, we must obtain an opinion of tax counsel that the defeasance will not result in recognition of any gain or loss to holders for federal income tax purposes.

“U.S. Government Obligations” means direct obligations of the United States or any agency or instrumentality of the United States, the payment of which is unconditionally guaranteed by the United States, which, in either case, have the full faith and credit of the United States pledged for payment and which are not callable at the issuer’s option, or certificates representing an ownership interest in such obligations.

Regarding the Trustee

The trustee will be identified in the prospectus supplement. Unless otherwise indicated in a prospectus supplement, the trustee will also act as depository of funds, transfer agent, paying agent and conversion agent, as applicable, with respect to the debt securities. In certain circumstances, we or the securityholders may remove the trustee as the trustee under a given indenture. The indenture trustee may also provide additional unrelated services to us as a depository of funds, registrar, trustee or provider of similar services.

Governing Law

The indentures and the debt securities will be governed by New York law, except to the extent that the Trust Indenture Act of 1939 is applicable.

DESCRIPTION OF SUBSCRIPTION RIGHTS

We may issue subscription rights to purchase our common stock, preferred stock or debt securities. These subscription rights may be offered independently or together with any other security offered hereby and may or may not be transferable by the stockholder receiving the subscription rights in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.

We summarize below the material provisions that will apply to the subscription rights unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The complete terms of the subscription rights will be contained in the applicable subscription agreement. The subscription agreement will be included or incorporated by reference as an

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exhibit to the registration statement of which this prospectus is a part. You should read the subscription agreement. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.

The prospectus supplement relating to subscription rights that we offer, if any, will, to the extent applicable, include specific terms relating to the offering, including some or all of the following:

•

the price, if any, for the subscription rights;

•

the exercise price payable for our common stock, preferred stock or debt securities upon the exercise of the subscription rights;

•

the number of subscription rights to be issued to each stockholder;

•

the number and terms of our common stock, preferred stock or debt securities which may be purchased per each subscription right;

•

the extent to which the subscription rights are transferable;

•

any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;

•

the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;

•

the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities or an over-allotment privilege to the extent the securities are fully subscribed; and

•

if applicable, the material terms of any standby underwriting or purchase arrangement which may be entered into by us in connection with the offering of subscription rights.

DESCRIPTION OF DEPOSITARY SHARES

We summarize below the material provisions that will apply to depositary shares unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The complete terms of the depositary shares will be contained in the depositary agreement and depositary receipt applicable to any depositary shares. These documents will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the depositary agreement and the depositary receipt. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.

General

We may offer fractional shares of preferred stock, rather than full shares of preferred stock. If we do so, we may issue receipts for depositary shares that each represent a fraction of a share of a particular series of preferred stock. The prospectus supplement will indicate that fraction. The shares of preferred stock represented by depositary shares will be deposited under a depositary agreement between us and a bank or trust company that meets certain requirements and is selected by us, which we refer to as the “bank depositary.” Each owner of a depositary share will be entitled to all the rights and preferences of the preferred stock represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued pursuant to the depositary agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock in accordance with the terms of the offering.

The following summary description of certain common provisions of a depositary agreement and the related depositary receipts and any summary description of the depositary agreement and depositary receipts in the applicable prospectus supplement do not purport to be complete and are qualified in their entirety by reference to all of the provisions of such depositary agreement and depositary receipts. The forms of the depositary agreement and the depositary receipts relating to any particular issue of depositary shares will be filed with the SEC each time we issue depositary shares, and you should read those documents for provisions that may be important to you.

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Dividends and Other Distributions

If we pay a cash distribution or dividend on a series of preferred stock represented by depositary shares, the bank depositary will distribute such dividends to the record holders of such depositary shares. If the distributions are in property other than cash, the bank depositary will distribute the property to the record holders of the depositary shares. However, if the bank depositary determines that it is not feasible to make the distribution of property, the bank depositary may, with our approval, sell such property and distribute the net proceeds from such sale to the record holders of the depositary shares.

Redemption of Depositary Shares

If we redeem a series of preferred stock represented by depositary shares, the bank depositary will redeem the depositary shares from the proceeds received by the bank depositary in connection with the redemption. The redemption price per depositary share will equal the applicable fraction of the redemption price per share of the preferred stock. If fewer than all the depositary shares are redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as the bank depositary may determine.

Voting the Preferred Stock

Upon receipt of notice of any meeting at which the holders of the preferred stock represented by depositary shares are entitled to vote, the bank depositary will mail the notice to the record holder of the depositary shares relating to such preferred stock. Each record holder of these depositary shares on the record date, which will be the same date as the record date for the preferred stock, may instruct the bank depositary as to how to vote the preferred stock represented by such holder’s depositary shares. The bank depositary will endeavor, insofar as practicable, to vote the amount of the preferred stock represented by such depositary shares in accordance with such instructions, and we will take all action that the bank depositary deems necessary in order to enable the bank depositary to do so. The bank depositary will abstain from voting shares of the preferred stock to the extent it does not receive specific instructions from the holders of depositary shares representing such preferred stock.

Amendment and Termination of the Depositary Agreement

Unless otherwise provided in the applicable prospectus supplement or required by law, the form of depositary receipt evidencing the depositary shares and any provision of the depositary agreement may be amended by agreement between the bank depositary and us. The depositary agreement may be terminated by the bank depositary or us only if:

•

all outstanding depositary shares have been redeemed, or

•

there has been a final distribution in respect of the preferred stock in connection with the liquidation, dissolution or winding up of our company, and such distribution has been distributed to the holders of depositary receipts.

Charges of Bank Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the bank depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and any other charges, including a fee for the withdrawal of shares of preferred stock upon surrender of depositary receipts, as are expressly provided in the depositary agreement for their accounts.

Withdrawal of Preferred Stock

Except as may be provided otherwise in the applicable prospectus supplement, upon surrender of depositary receipts at the principal office of the bank depositary, subject to the terms of the deposit agreement, the owner of the depositary shares may demand delivery of the number of whole shares of preferred stock and all money and other property, if any, represented by those depositary shares. Partial or fractional shares of preferred stock will not be issued. If the depositary receipts delivered by the holders

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evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of preferred stock to be withdrawn, the bank depositary will deliver to such holder at the same time a new depositary receipt evidencing the excess number of depositary shares. Holders of preferred stock thus withdrawn may not thereafter deposit those shares under the depositary agreement or receive depositary receipts evidencing depositary shares therefor.

Miscellaneous

The bank depositary will forward to holders of depositary receipts all reports and communications from us that are delivered to the bank depositary and that we are required to furnish to the holders of the preferred stock.

Neither the bank depositary nor we will be liable if we are prevented or delayed by law or any circumstance beyond our control in performing our obligations under the depositary agreement. The obligations of the bank depositary and us under the depositary agreement will be limited to performance in good faith of our duties thereunder, and we will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We may rely upon written advice of counsel or accountants, or upon information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.

Resignation and Removal of Bank Depositary

The bank depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the bank depositary. Any such resignation or removal will take effect upon the appointment of a successor bank depositary and its acceptance of such appointment. The successor bank depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company meeting the requirements of the depositary agreement.

DESCRIPTION OF UNITS

We summarize below the material provisions that will apply to units unless the applicable prospectus supplement provides otherwise. This summary may not contain all information that is important to you. The complete terms of the units will be contained in the unit agreement applicable to the units, together with the agreements that govern the underlying securities. The unit agreement and the agreements that govern the underlying securities will be included or incorporated by reference as an exhibit to the registration statement of which this prospectus is a part. You should read the unit agreement and the agreements that govern the underlying securities. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.

We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security (but, to the extent convertible securities are included in the units, the holder of the units will be deemed the holder of the convertible securities and not the holder of the underlying securities). The unit agreement under which a unit is issued, if any, may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement may describe:

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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;

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the terms of the unit agreement governing the units;

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United States federal income tax considerations relevant to the units; and

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whether the units will be issued in fully registered global form.

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FORMS OF SECURITIES

Each debt security and, to the extent applicable, warrant, subscription right and unit, will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of securities. Certificated securities in definitive form and global securities will be issued in registered form. Definitive securities name the investor or the investor’s nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments, the investor or the investor’s nominee must physically deliver the securities to the trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities or warrants represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.

Global Securities

Registered Global Securities. We may issue the registered debt securities and, to the extent applicable, warrants, subscription rights, depositary receipts and units in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the name of that depositary or its nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.

If not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements.

Ownership of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.

So long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security for all purposes under the applicable indenture, warrant agreement or depositary agreement. Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under the applicable indenture, warrant agreement or depositary agreement. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the applicable indenture, warrant agreement or depositary agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the applicable indenture, warrant agreement or depositary agreement, the depositary for the registered global security would authorize the participants

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holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.

Principal, premium, if any, and interest payments on debt securities and any payments to holders with respect to warrants represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. None of the Company, the trustees, the warrant agents or any other agent of the Company, agent of the trustees or agent of the warrant agents will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

We expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or other distribution of underlying securities or other property to holders on that registered global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.

If the depositary for any of these securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the registered global security that had been held by the depositary. Any securities issued in definitive form in exchange for a registered global security will be registered in the name or names that the depositary gives to the relevant trustee or warrant agent or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered global security that had been held by the depositary.

PLAN OF DISTRIBUTION

Initial Offering and Sale of Securities

Unless otherwise set forth in a prospectus supplement accompanying this prospectus, we may sell the ~~shares at prices then prevailing or related to the then current market price or at negotiated prices. The offering price of the shares~~securities being offered hereby, from time to time, by one or more of the following methods:

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to or through underwriting syndicates represented by managing underwriters;

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through one or more underwriters without a syndicate for them to offer and sell to the public;

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through dealers or agents; and

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to investors directly in negotiated sales or in competitively bid transactions.

Offerings of securities covered by this prospectus also may be made into an existing trading market for those securities in transactions at other than a fixed price, either:

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on or through the facilities of the New York Stock Exchange or any other securities exchange or quotation or trading service on which those securities may be listed, quoted, or traded at the time of sale; and/or

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to or through a market maker otherwise than on the securities exchanges or quotation or trading services set forth above.

Those at-the-market offerings, if any, will be ~~determined~~conducted by underwriters acting as principal or our agent, which underwriters may also be third-party sellers of securities as described above. The prospectus supplement with respect to the offered securities will set forth the terms of the offering of the offered securities, including:

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the name or names of any underwriters, dealers or agents;

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the purchase price of the offered securities and the proceeds to us ~~and/~~from such sale;

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any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation;

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any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers;

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any securities exchange on which such offered securities may be listed; and

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the ~~Selling Stockholder, as applicable,~~identity any underwriter, agent or dealer involved in the offer and sale of any series of the securities.

The distribution of the securities may be effected from time to time in one or more transactions:

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at fixed prices, which may be changed;

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at market prices prevailing at the time of the ~~determination,~~sale;

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at varying prices determined at the time of sale; or

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at negotiated prices.

Each prospectus supplement will set forth the manner and terms of an offering of securities, including:

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whether that offering is being made through underwriters, through agents or directly to the public;

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the rules and procedures for any auction or bidding process, if used;

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the securities’ purchase price or initial public offering price; and

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the net proceeds we anticipate from the sale of the securities, if any.

In addition, we may enter into derivative or hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. The applicable prospectus supplement may indicate, in connection with such a transaction, that the third parties may sell securities covered by and pursuant to this prospectus and an applicable prospectus supplement. If so, the third party may use securities pledged by us or borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities covered by this prospectus and an applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement.

Sales Through Underwriters

If underwriters are used in the sale of some or all of the securities covered by this prospectus, the underwriters will acquire the securities for their own account. The underwriters may resell the securities, either directly to the public or to securities dealers, at various times in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain conditions. Unless indicated otherwise in a prospectus supplement, the underwriters will be obligated to purchase all of the securities of the series offered if any of the securities are purchased.

Any initial public offering price and any concessions allowed or reallowed to dealers may be ~~higher~~changed intermittently.

Sales Through Agents

Unless otherwise indicated in the applicable prospectus supplement, when securities are sold through an agent, the designated agent will agree, for the period of its appointment as agent, to use its specified efforts to sell the securities for our account and will receive commissions from us as will be set forth in the applicable prospectus supplement.

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Securities bought in accordance with a redemption or ~~lower than the market price of our common stock on NYSE or any other exchange or market.~~

~~The shares~~repayment under their terms also may be offered and sold, ~~directly or through broker-dealers acting as principal or agent, or pursuant to~~if so indicated in the applicable prospectus supplement, in connection with a ~~distribution~~remarketing by one or more firms acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in the prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with the securities remarketed by them.

If so indicated in the applicable prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase securities at a price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a ~~firm commitment or best-efforts basis. We and/or~~future date specified in the ~~Selling Stockholder~~prospectus supplement. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and the prospectus supplement will set forth the commissions payable for solicitation of these contracts.

Direct Sales

We may also ~~enter into hedging transactions with broker-dealers.~~sell offered securities directly to institutional investors or others. In ~~connection with~~ such ~~transactions, broker-dealers~~a case, no underwriters or agents would be involved. The terms of ~~other financial institutions may engage in short~~such sales ~~of our common stock~~will be described in the ~~course of hedging the positions they assume with us~~applicable prospectus supplement.

General Information

Broker-dealers, agents or the Selling Stockholder, as applicable. We and/or the Selling Stockholder may also enter into options or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). In connection with an underwritten offering, underwriters ~~or agents~~ may receive compensation in the form of discounts, concessions or commissions from us and/or the ~~Selling Stockholder,~~purchasers of securities for whom such broker-dealers, agents or underwriters may act as ~~applicable,~~agents or ~~from purchasers~~to whom they sell as principal, or both (this compensation to a particular broker-dealer might be in excess of customary commissions).

Underwriters, dealers and agents that participate in any distribution of the offered shares for whom they may act as agents. In addition, underwriters may sell the shares to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. The Selling Stockholder and any underwriters, dealers or agents participating in a distribution of the sharessecurities may be deemed ~~to be~~ “underwriters” within the meaning of the Securities ~~Act, and~~Act. Thus, any ~~profit on~~discounts or commissions they receive in connection with the ~~sale of the shares by the Selling Stockholder and any commissions received by broker-dealers~~distribution may be deemed to be underwriting compensation. Those underwriters and agents may be entitled, under their agreements with us, to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution by us to payments that they may be required to make in respect of those civil liabilities. Certain of those underwriters or agents may be customers of, engage in transactions with, or perform services for, us or our affiliates in the ordinary course of business. We will identify any underwriters or agents, and describe their compensation, in a prospectus supplement. Any institutional investors or others that purchase offered securities directly, and then resell the securities, may be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act.

We and/or the Selling Stockholder may agree to indemnify an underwriter, broker-dealer or agent against certain liabilities related to the selling of the common stock, including liabilities arising under the Securities Act.

We will bear all of the expenses of the offering of common stock, except that the Selling Stockholder will pay any applicable underwriting fees, discounts or commissions and expenses with respect to their shares of common stock.

We have not, and the Selling Stockholder have advised us that they have not, entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of shares. Upon entering into, or upon notification by the Selling Stockholder that they have entered into, any material arrangement with an underwriter or broker-dealer for the sale of shares through a block trade, special offering, exchange distribution, secondary distribution or a purchase by an underwriter or broker-dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, ~~disclosing~~if we enter into any material arrangement with a broker, dealer, agent or underwriter for the sale of securities through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer. Such prospectus supplement will disclose:

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the name of any participating broker, dealer, agent or underwriter;

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the number and type of securities involved;

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the price at which such securities were sold;

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any securities exchanges on which such securities may be listed;

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the commissions paid or discounts or concessions allowed to any such broker, dealer, agent or underwriter where applicable; and

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other facts material to the transaction.

In order to facilitate the offering of certain ~~material information, including:~~

~~the name of the applicable seller;~~

~~the number of shares being offered;~~

~~the terms of the offering;~~

~~the names of the participating underwriters, broker-dealers or agents;~~

~~any discounts, commissions or other compensation paid to underwriters or broker-dealers and any discounts, commissions or concessions allowed or reallowed or paid by any underwriters to dealers;~~

~~the public offering price; and~~

~~other material terms of the offering.~~

securities under this prospectus or an applicable prospectus supplement, certain persons participating in the offering of those securities may engage in transactions that stabilize, maintain or otherwise affect the price of those securities during and after the offering of those

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securities. Specifically, if the applicable prospectus supplement permits, the underwriters of those securities may over-allot or otherwise create a short position in those securities for their own account by selling more of those securities than have been sold to them by us and may elect to cover any such short position by purchasing those securities in the open market.

In addition, ~~upon being notified~~the underwriters may stabilize or maintain the price of those securities by bidding for or purchasing those securities in the ~~Selling Stockholder that a donee, pledgee, transferee~~open market and may impose penalty bids, under which selling concessions allowed to syndicate members or other ~~successor-in-interest intends~~broker-dealers participating in the offering are reclaimed if securities previously distributed in the offering are repurchased in connection with stabilization transactions or otherwise. The effect of these transactions may be to ~~sell more than 500 shares, we will,~~stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid may also affect the price of securities to the extent that it discourages resales of the securities. No representation is made as to the magnitude or effect of any such stabilization or other transactions. Such transactions, if commenced, may be discontinued at any time.

In order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Rule 15c6-1 under the Securities Exchange Act of 1934 generally requires that trades in the secondary market settle in two business days, unless the parties to any such trade expressly agree otherwise. Your prospectus supplement may provide that the original issue date for your securities may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the second business day before the original issue date for your securities, you will be required, ~~promptly file~~by virtue of the fact that your securities initially are expected to settle in more than two scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.

This prospectus, any applicable prospectus supplement and any applicable pricing supplement in electronic format may be made available on the Internet sites of, or through other online services maintained by, us and/or one or more of the agents and/or dealers participating in an offering of securities, or by their affiliates. In those cases, prospective investors may be able to view offering terms online and, depending upon the particular agent or dealer, prospective investors may be allowed to place orders online.

Other than this prospectus, ~~to name specifically such person~~any applicable prospectus supplement and any applicable pricing supplement in electronic format, the information on our or any agent’s or dealer’s website and any information contained in any other website maintained by any agent or dealer:

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is not part of this prospectus, any applicable prospectus supplement or any applicable pricing supplement or the registration statement of which they form a part;

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has not been approved or endorsed by us or by any agent or dealer in its capacity as ~~a selling stockholder.~~

~~We and the Selling Stockholder are subject~~an agent or dealer, except, in each case, with respect to the ~~applicable provisions of the Exchange Act~~respective website maintained by such entity; and ~~the rules and regulations under the Exchange Act, including Regulation M. This regulation may limit the timing of purchases and sales of~~

•

should not be relied upon by investors.

There can be no assurance that we will sell all or any of the ~~shares~~securities offered by this prospectus.

This prospectus may also be used in connection with any issuance of common stock ~~offered in this prospectus by the Selling Stockholder and any other person. The anti-manipulation rules under the Exchange Act may apply to sales~~or preferred stock upon exercise of ~~shares in the market and to the activities of us, the Selling Stockholder and their affiliates.~~

~~To the extent required, this prospectus may be amended and/or supplemented from time to time to describe~~ a specific plan of distribution. Instead of selling the shares of common stock under this prospectus, we and/or the Selling Stockholder may sell the shares of common stock in compliance with the provisions of Rule 144 under the Securities Act,warrant if ~~available, or pursuant to other available exemptions~~such issuance is not exempt from the registration requirements of the Securities Act.

In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders. In some cases, we or dealers acting with us or on our behalf may also purchase securities and reoffer them to the public by one or more of the methods described above. This prospectus may be used in connection with any offering of our securities through any of these methods or other methods described in the applicable prospectus supplement.

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LEGAL MATTERS

~~The~~

Unless otherwise indicated in the applicable prospectus supplement, the validity of the ~~common stock~~securities offered ~~by this prospectus~~hereby will be passed upon for us by ~~Dykema Gossett PLLC, Bloomfield Hills, Michigan, and~~Lowenstein Sandler LLP, New York, New York. If the validity of the securities offered hereby in connection with offerings made pursuant to this prospectus are passed upon by counsel for ~~any~~the underwriters, dealers or agents, byif any, such counsel will be named in the ~~applicable~~ prospectus ~~supplement.~~

supplement relating to such offering.

EXPERTS

The consolidated financial statements, and the related financial statement schedule, incorporated in this ~~prospectus~~Prospectus by reference from the ~~Company's~~Company’s Annual Report on Form ~~10-K/A for the year ended December 31, 2011,~~10-K, and the effectiveness of ~~Tower International's~~the Company’s internal control over financial reporting, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

~~WHERE YOU CAN FIND MORE~~

ADDITIONAL INFORMATION

~~You may obtain from the SEC, through the SEC’s website or at the SEC offices mentioned in the following paragraph,~~

This prospectus is part of a ~~copy of the~~ registration statement ~~including exhibits,~~on Form S-3 that we have filed with the SEC relating to ~~register~~ the securities being offered ~~under this prospectus.~~hereby. This prospectus ~~is part of the registration statement and~~ does not contain all of the information in the registration statement ~~on Form S-3. You will find additional~~and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information ~~about us in~~that is material to the ~~registration statement. Any statement~~offering of the securities hereby. Whenever a reference is made in this prospectus ~~concerning a contract~~to any of our contracts or other ~~document of ours is~~documents, the reference may not ~~necessarily complete, and you~~be complete. You should ~~read~~refer to the ~~documents~~exhibits that are ~~filed as exhibits to~~a part of the registration statement ~~or otherwise filed with the SEC for~~in order to review a ~~more complete understanding~~copy of the ~~document~~contract or ~~matter. Each such~~documents. The registration statement ~~is qualified in all respects by reference to~~and the ~~document to which it refers.~~

exhibits are available at the SEC’s Public Reference Room or through its Website.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. ~~Our~~You can read and copy any materials we file with the SEC ~~filings are available to the public over the Internet~~ at ~~the SEC’s website at~~~~http://www.sec.gov~~ ~~and on our corporate website at~~~~http://www.towerinternational.com~~. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus, and you should not consider the contents of our website in making an investment decision with respect to our common stock. You may inspect without charge any documents filed by us at the SEC’sits Public Reference Room at 100 F Street, N.E., Washington, D.C. ~~20549.~~20549 and at its regional offices, a list of which is available on the Internet at http://www.sec.gov/contact/addresses.htm. You may obtain ~~copies~~information on the operation of ~~all or any part of these materials from~~ the ~~SEC upon the payment of certain fees prescribed~~Public Reference Room by ~~the SEC. Please call~~calling the SEC at ~~1-800-SEC-0330 for further~~1-800-SEC-0330. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC through our website at http://www.coffeeholding.com. The information on ~~the Public Reference Room. Our SEC filings are also available at the office~~our website is not part of ~~the New York Stock Exchange located at 20 Broad Street, New York, New York 10005. For further information on obtaining copies~~this prospectus.

We will provide you without charge, upon your oral or written request, with a copy of ~~our public filings at the New York Stock Exchange, you should call (212) 656-5060.~~

~~INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS~~

~~We “incorporate by reference” into this prospectus~~any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus or the registration statement (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to:

Tower International, Inc.
17672 Laurel Park Drive North, Suite 400
Livonia, Michigan 48152
(248-675-6000)
Attention: Corporate Secretary

You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. ~~Later~~The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this ~~information.~~

prospectus and any accompanying prospectus supplement.

We incorporate by reference ~~into this prospectus~~ the documents listed below that we have previously filed with the SEC:

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on February 28, 2018;

•

our Proxy Statement on Schedule 14A filed with the SEC on March 21, 2018;

•

our Current Reports on Form 8-K filed on February 1, 2018, February 23, 2018, and March 8, 2018; and

•

the description of our common stock included in our Form 8-A filed with the SEC on October 12, 2010, and any ~~filings~~amendment or report we ~~make~~may file with the SEC for the purpose of updating that description.

All reports and other documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the ~~Securities Exchange Act of 1934, as amended, or the~~ Exchange Act after the ~~initial filing~~date of this prospectus but before the termination of the ~~registration statement that contains this prospectus and prior to the time that all~~offering of the securities ~~offered by this prospectus have been issued as described in this prospectus:~~

our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (filed on March 8, 2012), and Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (filed on April 27, 2012);

~~our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2012 and June 30, 2012 (filed on May 3, 2012 and August 7, 2012);~~

~~our Current Reports on Form 8-K filed on March 13, 2012, April 30, 2012, May 3, 2012 and July 31, 2012; and~~

~~the description of our common stock included in our Form 8-A filed with the SEC on October 12, 2010, and any amendment or report we may file with the SEC for the purpose of updating such description.~~

Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEChereunder will also be ~~incorporated by reference into, or otherwise included in, this prospectus or any prospectus supplement.~~

~~Any statement contained in a document incorporated or deemed~~considered to be incorporated by reference into this prospectus from the date of the filing of these reports and documents, and will ~~be deemed to be modified or superseded for purposes of this prospectus~~supersede the information herein; provided, however, that all reports, exhibits and other information that we “furnish” to the ~~extent that a~~SEC will not be considered incorporated by reference into this prospectus. All filings filed by us pursuant to the Exchange Act after the date of the initial registration statement ~~contained in this prospectus or any other subsequently filed document that is~~and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into the prospectus. We undertake to provide without charge to each person (including any beneficial owner) who receives a copy of this prospectus, ~~modifies~~upon written or ~~supersedes~~oral request, a copy of all of the ~~statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Our Commission File Number is 001-34903.~~

preceding documents that are incorporated by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents). You may request a copy of these materials in the ~~registration statement,~~manner set forth under the above filings and any future filings that are incorporated by reference into this prospectus, other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing, at no cost, by writing or calling us at the following address: Investor Relations, 17672 Laurel Park Drive North, Suite 400 E, Livonia, Michigan 48152; telephone: (248) 675-6457.

You should rely only on the information contained or incorporated by reference in this prospectus, in any accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC and any information about the terms of securities offered conveyed to you by us, our underwriters or agents. We have not authorized anyone else to provide you with additional or different information. These securities are only being offered in jurisdictions where the offer is permitted. You should not assume that the information contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus is accurate as of any date other than their respective dates.

heading “Additional Information” above.

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$300,000,000

Common Stock
Preferred Stock
Warrants
Debt Securities
Subscription Rights
Depositary Shares
Units

PROSPECTUS

, 2018

TABLE OF CONTENTS 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and ~~Distribution.~~

Distribution

The following table sets forth ~~all estimated~~the costs and expenses ~~to be paid solely~~payable by usthe registrant in connection with the sale of securities being registered. All amounts are estimates except the SEC registration fee (which has previously been paid).

SEC Registration Fee	$	37,350.00
Legal Fees and Expenses		*
Accounting Fees and Expenses		*
Printing and Engraving		*
Miscellaneous		*
Total		*

Estimated fees and expenses are not presently known. The foregoing sets forth the general categories of fees and expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of securities under this registration statement. An estimate of the aggregate fees and expenses in connection with the issuance and distribution of the securities being ~~registered hereunder.~~

Amount
to be paid*
SEC Registration Fee $ 22,776
Accounting Fees and Expenses *
Legal Fees and Expenses *
Printing Expenses *
Miscellaneous Expenses *
Total $ *

offered will be included in the applicable prospectus supplement.

~~These fees are calculated based upon the number of issuances in applicable offerings and amount of securities offered and, accordingly, cannot be estimated at this time.~~

Item 15. Indemnification of Directors and ~~Officers.~~

Officers

Section 145 of the Delaware General Corporation Law permits indemnification of the ~~registrant's~~registrant’s officers and directors under certain conditions and subject to certain limitations. Section 145 of the Delaware General Corporation Law also provides that a corporation has the power to purchase and maintain insurance on behalf of its officers and directors against any liability asserted against such person and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of Section 145 of the Delaware General Corporation Law.

Article VII of the ~~registrant's~~registrant’s bylaws provides that the registrant will indemnify its directors and officers to the fullest extent authorized by law. The rights to indemnity thereunder continue as to a person who has ceased to be a director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of the person. In addition, expenses incurred by a director or officer in defending any civil or criminal action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the registrant (or was serving at the ~~registrant's~~registrant’s request as a director, officer employee or agent of another entity) will be paid by the registrant in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the registrant as authorized by the ~~registrant's~~registrant’s bylaws.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, Article VII of the ~~registrant's~~registrant’s certificate of incorporation provides that a director of the registrant will not be personally liable for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the ~~director's~~director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.

The registrant has purchased ~~directors'~~directors’ and ~~officers'~~officers’ liability insurance. The registrant believes that this insurance is necessary to attract and retain qualified directors and officers.

The indemnification agreement for our directors and officers provides that the registrant shall indemnify the director or officer party to each such agreement to the fullest extent permitted by law against all expenses, judgments, liabilities, fines, penalties and amounts paid in settlement actually and reasonably

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incurred by such person, or on his or her behalf, in connection with any proceeding or any action, discovery, event, claim, issue or matter therein or related thereto, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the registrant and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful.

~~Item~~

ITEM 16. ~~List~~EXHIBITS.

	Exhibit No.			Description
	1.1			Form of Underwriting Agreement.**
	3.1			Form of Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (No. 333-165200) and incorporated herein by reference).
	3.2			Form of By-Laws of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed January 8, 2014 and incorporated herein by reference).
	4.1			Specimen Common Stock Certificate (filed as Exhibit 4.2 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (No. 333-165200) and incorporated herein by reference).
	4.2			Specimen Preferred Stock Certificate.**
	4.3			Form of Warrant Agreement.**
	4.4			Form of Warrant Certificate.**
	4.5			Form of Senior Debt Indenture.†
	4.6			Form of Subordinated Debt Indenture.†
	4.7			Form of Senior Note (included in Exhibit 4.5).†
	4.8			Form of Subordinated Note (included in Exhibit 4.6).†
	4.9			Form of Unit Agreement.**
	4.10			Form of Subscription Agreement.**
	4.11			Form of Depositary Agreement.**
	4.12			Form of Depositary Receipt (included in Exhibit 4.11).**
	5.1			Legal opinion of Lowenstein Sandler LLP.†
	12.1			Statement of ratio of earnings to combined fixed charges and preferred dividends.†
	23.1			Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.*
	23.2			Consent of Lowenstein Sandler LLP (included in Exhibit 5.1).†
	24.1			Power of Attorney (included on the signature page).†
	25.1			Statement of Eligibility on Form T-1 of the Trustee for the Senior Debt Indenture.***
	25.2			Statement of Eligibility on Form T-1 of the Trustee for the Subordinated Debt Indenture.***

Filed herewith.

To be filed, if applicable, by amendment or by a report filed under Sections 13(a), 13(c), 14 or 15(d) of ~~Exhibits.~~

~~The list~~the Securities Exchange Act of ~~exhibits in the Exhibit Index to this registration statement is~~1934, as amended, and incorporated herein by reference.

***

To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

†

Previously filed.

Item 17. ~~Undertakings.~~

~~(a)~~ Undertakings

The undersigned ~~registrant~~Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this ~~registration statement:~~

~~(i)~~Registration Statement:

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(a) To include any prospectus required by Section 10(a)(3) of the Securities ~~Act;~~

~~(ii)~~Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in ~~this registration statement.~~the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20twenty percent (20%) change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration ~~statement; and~~

~~(iii)~~statement.

(c) To include any material information with respect to the plan of distribution not previously disclosed in ~~this registration statement~~the Registration Statement or any material change to such information in ~~this registration statement;~~

~~provided~~,the Registration Statement;

Provided, however,, that paragraphs (1)(a)~~(1)(i)~~, ~~(a)~~(1)~~(ii)~~(b) and ~~(a)~~(1)~~(iii)~~(c) above do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the ~~SEC~~Commission by the ~~registrant~~Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the Registrant is relying on Rule 430B:

(A) Each prospectus filed by the ~~registrant~~Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

~~(ii)~~

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which ~~the~~that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering ~~thereof;~~~~provided,~~thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective ~~date.~~

date; or

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(ii) If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the ~~registrant~~Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned ~~registrant~~Registrant undertakes that in a primary offering of securities of the undersigned ~~registrant~~Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned ~~registrant~~Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned ~~registrant~~Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned ~~registrant~~Registrant or used or referred to by the undersigned ~~registrant;~~

Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned ~~registrant~~Registrant or its securities provided by or on behalf of the undersigned ~~registrant;~~Registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned ~~registrant~~Registrant to the purchaser.

~~(b) The undersigned registrant hereby undertakes that,~~

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the ~~registrant’s~~Registrant’s annual ~~reports~~report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange ~~Act)~~Act of 1934) that is incorporated by reference in ~~this~~the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~(c)~~

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the ~~registrant~~Registrant pursuant to the foregoing provisions, or otherwise, the ~~registrant~~Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the ~~Securities~~ Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the ~~registrant~~Registrant of expenses incurred or paid by a director, officer or controlling person of the ~~registrant~~Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the ~~registrant~~Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question ~~as to~~ whether such indemnification by it is against public policy as expressed in the ~~Securities~~ Act and will be governed by the final adjudication of such issue.

d) The undersigned registrant hereby undertakes that: (i) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective; and (ii)

(8) To file an application for the purpose of determining ~~any liability~~the eligibility of the trustee to act under subsection (a) of Section 310 of the ~~Securities~~Trust Indenture Act ~~each post-effective amendment that contains a form~~(“Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of ~~prospectus shall be deemed to be a new registration statement relating to~~ the ~~securities offered therein, and the offering of such securities at that time shall be deemed to be the initial~~~~bona fide~~ ~~offering thereof.~~

Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this ~~registration statement~~Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Livonia, State of Michigan, on ~~the 9th~~this 23rd day of ~~October, 2012.~~

March, 2018.

TOWER INTERNATIONAL, INC.

By:		/s/ ~~Mark Malcolm~~
	~~Name:Mark Malcolm~~
	~~Title: President and~~ James C. Gouin James C. Gouin Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, ~~as amended,~~ this ~~registration statement~~Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities ~~shown~~and on ~~October 9, 2012.~~

the dates indicated.

Signature			Title	Date
	~~Title~~
/s/ ~~Mark Malcolm~~James C. Gouin James C. Gouin			Chief Executive Officer and Director (Principal Executive Officer)	March 23, 2018
~~Mark Malcolm~~		~~(Principal Executive Officer)~~

/s/ ~~James C. Gouin~~Jeffrey L. Kersten Jeffrey L. Kersten			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 23, 2018
~~James C. Gouin~~ /s/ Gregory B. Guastella Gregory B. Guastella		(	Principal ~~Financial Officer)~~Accounting Officer	March 23, 2018
/s/ * Thomas K. Brown			Director	March 23, 2018
/s/ * James Chapman			Director	March 23, 2018
/s/ * Alison Davis-Blake			Director	March 23, 2018
/s/* Frank E. English			Director	March 23, 2018
/s/ * Dev Kapadia			Director	March 23, 2018
/s/ * Mark M. Malcolm			Director	March 23, 2018

	*By: /s/ Jeffrey L. Kersten		~~Senior Vice President and Corporate Controller~~
Jeffrey L. Kersten		~~(Principal Accounting Officer)~~

*		~~Director, Chairman of the Board~~
~~Nicholas D. Chabraja~~

*		~~Director~~
~~James Chapman~~

*		~~Director~~
~~Dennis Donovan~~

*		~~Director~~
~~Frank E. English, Jr.~~

*		~~Director~~
~~Chan Galbato~~

*		~~Director~~
~~Jonathan Gallen~~

*		~~Director~~
~~Dev Kapadia~~

*		~~Director~~
~~Scott Wille~~

*By:	~~/s/ James C. Gouin~~
	~~James C. Gouin~~
	~~Attorney-in-fact~~

~~EXHIBIT INDEX~~

~~Exhibit No.~~	Attorney-In-Fact	~~Description~~
~~1.1~~		Form of underwriting agreement*
~~5.1~~		Opinion of Dykema Gossett PLLC**
~~23.1~~	March 23, 2018	Consent of Deloitte & Touche LLP***
~~23.2~~		~~Consent of Dykema Gossett PLLC (included in Exhibit 5.1)~~
~~24.1~~		Powers of Attorney (Inlcuded on signature pages of this Registration Statement)***

* To be filed either by amendment to the Registration Statement or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein.

** Replaces previously filed exhibit.

*** Previously filed.

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	Delaware			27-3679414
	(State or ~~Other Jurisdiction~~other jurisdiction of ~~Incorporation~~ incorporation or ~~Organization)~~organization)			(I.R.S. Employer Identification ~~No.)~~Number)

	Large accelerated ~~filer~~¨filer: ☐			Accelerated ~~filer~~xfiler: ☒			Non-accelerated filer: ☐			Smaller reporting company: ☐
~~Non-accelerated filer~~¨ ~~(Do~~	Emerging growth company: ☐						(Do not check if a smaller reporting company)	~~Smaller Reporting company~~¨

	Year ended December 31,
	2017		2016		2015		2014		2013
Ratio		4.7x		3.2x		2.7x		2.1x		*

	Year Ended December 31,
	2011			2010			2009

Net income / (loss)	$	13,173		$	(28,453	)	$	(59,032	)
Other comprehensive income / (loss), net of tax:
Foreign currency translation adjustment (net of tax of $0)		(9,952	)		10,108			12,451
Defined benefit plans, net (net of tax of $0, $0, and $2.9 million)		(33,644	)		(3,060	)		4,565
Settlement of interest rate swap (net of tax of $2 million in 2010)		-			12,551			-
Unrealized gain / (loss) on qualifying cash flow hedge (net of tax of $0, $0.1 million, and $2 million)		267			(255	)		4,029
Other comprehensive income / (loss)		(43,329	)		19,344			21,045
Comprehensive loss		(30,156	)		(9,109	)		(37,987	)
Less: comprehensive income attributable to the noncontrolling interests		7,252			9,952			8,885
Comprehensive loss attributable to Tower International, Inc.	$	(37,408	)	$	(19,061	)	$	(46,872	)

		Page
ABOUT THIS PROSPECTUS	1		2
~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS~~ PROSPECTUS SUMMARY	1		2
~~OUR COMPANY~~ RISK FACTORS			3
~~RISK FACTORS~~ RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS			3
FORWARD-LOOKING STATEMENTS			3
USE OF PROCEEDS	3		4
~~CERTAIN FINANCIAL INFORMATION~~ THE SECURITIES WE MAY OFFER			4
~~SELLING STOCKHOLDER~~ DESCRIPTION OF CAPITAL STOCK	5		4
DESCRIPTION OF WARRANTS			8
DESCRIPTION OF DEBT SECURITIES			9
DESCRIPTION OF SUBSCRIPTION RIGHTS			14
DESCRIPTION OF DEPOSITARY SHARES			15
DESCRIPTION OF UNITS			17
FORMS OF SECURITIES			18
PLAN OF DISTRIBUTION	8		19
LEGAL MATTERS	9		23
EXPERTS	9		23
~~WHERE YOU CAN FIND MORE~~ ADDITIONAL INFORMATION	10		23
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ~~OF CERTAIN DOCUMENTS~~	10		24

	Amount to be paid*
SEC Registration Fee	$	22,776
Accounting Fees and Expenses		*
Legal Fees and Expenses		*
Printing Expenses		*
Miscellaneous Expenses		*
Total	$	*