UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13D Under the Securities Exchange Act of 1934 |
(Amendment No. 4) |
NAVISTAR INTERNATIONAL CORPORATION |
(Name of Issuer) |
COMMON STOCK, PAR VALUE $0.10 PER SHARE |
(Title of Class of Securities) |
63934E108 |
(CUSIP Number) |
Dr. Klaus Schartel TRATON SE Dachauer Str. 641 80995 München +49 89 36098 70 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
October 14, 2020 |
(Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐ |
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent. |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
Page 1 of 6
CUSIP No. |
1. | Names of Reporting Persons.
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
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3. |
SEC Use Only
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4. |
Source of Funds (See Instructions) AF
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6. |
Citizenship or Place of Organization Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7. |
Sole Voting Power
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8.
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Shared Voting Power 16,629,667 shares of Common Stock*
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power 16,629,667 shares of Common Stock*
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 16,629,667 shares of Common Stock*
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13. |
Percent of Class Represented by Amount in Row (11) 16.71%**
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14. |
Type of Reporting Person (See Instructions) OO
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* Represents 16,242,012 newly issued shares of common stock, par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”) pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017.
** Based on 99,508,416 shares of Common Stock outstanding as of August 31, 2020 as reported by the Company in its quarterly report on Form 10-Q for the quarterly period ended July 31, 2020.
Page 2 of 6
CUSIP No. |
1. | Names
of Reporting Persons.
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
|
3. |
SEC Use Only
|
4. |
Source of Funds (See Instructions) WC
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6. |
Citizenship or Place of Organization Germany
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. |
Sole Voting Power
|
8.
|
Shared Voting Power 16,629,667 shares of Common Stock*
| |
9.
|
Sole Dispositive Power
| |
10.
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Shared Dispositive Power 16,629,667 shares of Common Stock *
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 16,629,667 shares of Common Stock *
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13. |
Percent of Class Represented by Amount in Row (11) 16.71%**
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14. |
Type of Reporting Person (See Instructions) HC, CO
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* Represents 16,242,012 newly issued shares of common stock, par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”) pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017.
** Based on 99,508,416 shares of Common Stock outstanding as of August 31, 2020 as reported by the Company in its quarterly report on Form 10-Q for the quarterly period ended July 31, 2020.
Page 3 of 6
Item 1. Security and Issuer
This statement constitutes Amendment Number 4 to the Schedule 13D relating to the issued and outstanding shares of common stock, par value $0.10 per share (the “Common Stock”), of Navistar International Corporation, a Delaware corporation (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on March 10, 2017 (the “Original 13D”), as amended by Amendment No. 1 thereto filed on April 18, 2018 (“Amendment No. 1”), Amendment No. 2 thereto filed on January 30, 2020 (“Amendment No. 2”), and Amendment No. 3 thereto filed on September 10, 2020 (“Amendment No. 3”, and collectively, with the Original 13D, Amendment No. 1 and Amendment No. 2, the “Schedule 13D”) on behalf of the Reporting Persons to furnish the additional information set forth herein. The principal executive offices of the Issuer are located at 2701 Navistar Drive, Lisle, Illinois 60532. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such term in the Schedule 13D.
The Reporting Persons are filing this Amendment No. 4 in connection with the proposal submitted by TRATON SE (“TRATON”) to the Board of Directors of the Issuer described in Item 4 below.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented by adding the following paragraphs:
On October 14, 2020, TRATON delivered a letter (the “October 14 Letter”) to the Board of Directors of the Issuer in which TRATON informed the Issuer that its September 10 offer of USD 43.00 per share in cash for all of the outstanding shares of the Issuer’s Common Stock, other than any shares held by TRATON or its affiliates, represents TRATON’s best and final offer and would expire at 6pm CET on October 16, 2020, unless prior to that time the Issuer’s Board has notified TRATON in writing of its willingness to proceed with discussions with a view to entering into a transaction at that price.
Further to the original Proposal delivered on January 30, 2020, the October 14 Letter is subject to certain conditions, including the negotiation of a definitive merger agreement and support agreements, and the approval of the agreed transaction by the relevant boards at TRATON and at Volkswagen. No assurance can be given that a definitive merger agreement with respect to the October 14 Letter will be entered into or whether the proposed transaction will eventually be consummated. On October 14, 2020, TRATON issued a press release.
The October 14 Letter could result in one or more of the actions specified in clauses (a)−(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the present Board of Directors of the Issuer, a change to the present capitalization or dividend policy of the Issuer, the delisting of the Issuer’s securities from the New York Stock Exchange, and a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. One or more of the Reporting Persons may take actions in furtherance of the October 14 Letter or any amendment thereof.
The Reporting Persons may at any time, or from time to time, amend, pursue, or choose not to pursue the October 14 Letter; change the terms of the October 14 Letter, including the price, conditions, or scope of the transaction; take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the transaction described in the October 14 Letter; otherwise seek control or seek to influence the management and policies of the Company; or change their intentions with respect to any such matters.
A copy of the October 14 Letter is filed as Exhibit 12 to this Schedule 13D, and is incorporated by reference into this Item 4. A copy of the press release issued by TRATON is filed as Exhibit 13 to this Schedule 13D, and is incorporated by reference into this Item 4.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby supplemented by incorporating by reference in its entirety the description of the October 14 Letter and the other matters set forth in Item 4 above.
Page 4 of 6
Item 7. Material to be Filed as Exhibits
Exhibit 12: October 14 Letter, from TRATON SE to the Board of Directors of Navistar International Corporation dated as of October 14, 2020 (filed herewith).
Exhibit 13: TRATON SE Press Release, dated as of October 14, 2020 (filed herewith).
Page 5 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
TRATON SE | |
14 October, 2020 | |
Date | |
/s/ Matthias Gründler | |
Signature | |
Matthias Gründler, Chief Executive Officer | |
14 October, 2020 | |
Date | |
/s/ Christian Schulz | |
Signature | |
Christian Schulz, Chief Financial Officer | |
VOLKSWAGEN AG | |
14 October, 2020 | |
Date | |
/s/ Matthias Gründler | |
Signature | |
Matthias Gründler, Chief Executive Officer of TRATON SE | |
14 October, 2020 | |
Date | |
/s/ Christian Schulz | |
Signature | |
Christian Schulz, Chief Financial Officer of TRATON SE |
Page 6 of 6
Exhibit 12
TRATON SE | Dachauer Strasse 641 80995 Munich | Germany
Board
of Directors USA
|
October 14, 2020
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Chairman of the supervisory board: Hans Dieter Pötsch
Executive Board: Matthias Gründler (Chairman) A. Roberto Cortes Henrik Henriksson Christian Levin Christian Schulz Dr. Ing. h.c. Andreas Tostmann
TRATON SE Registered seat: Munich / Germany
Registration court: Amtsgericht München Commercial register HRB no. 246068
|
Attention: Troy
A. Clarke
Subject: Confirmation of proposal
Gentlemen:
As you know, on January 30, 2020, TRATON SE (“TRATON”) submitted to the Board of Directors of Navistar International Corporation (“Navistar” or the “Company”) a proposal to acquire all outstanding shares of common stock of Navistar not already owned by TRATON at a price of $35 per share, in cash.
In response to feedback from Navistar’s Board, on September 10, 2020 we increased our proposal to $43 per share, and on that basis Navistar has allowed TRATON to perform due diligence on the Company over the past weeks. As we have indicated in our discussions, our findings in due diligence lead us to believe that our price of $43 per share fully values the Company.
We still believe that this price of $43 per share reflects an extremely attractive premium to Navistar shareholders (a premium of 46% over Navistar’s 90-day volume weighted average price of $29.37 as of September 9, 2020, and a premium of 79% over Navistar’s unaffected price on the day before our January 30, 2020 proposal).
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Page 1 of 2 |
Therefore, we hereby confirm that $43 per share in cash represents our best and final offer (and is subject to negotiation and execution of mutually acceptable definitive documentation, and approval of the agreed transaction by the relevant boards at TRATON and at Volkswagen Aktiengesellschaft).
This proposal will expire and be deemed withdrawn, with no further action on our part, on Friday, 16 October 2020, at 6pm CET, unless prior to that time you have notified us in writing of your willingness to proceed with discussions with a view to entering into a transaction at that price.
If that is not the case, we will terminate discussions between the companies.
We would note that the proposal in this letter is an expression of intent only, and shall not create any legally binding obligations. No such obligations shall arise unless and until execution and delivery of mutually acceptable definitive documentation by the parties thereto.
Very truly yours,
TRATON SE |
/s/ Matthias Gründler | /s/ Christian Schulz | ||
Matthias Gründler, CEO | Christian Schulz, CFO |
Page 2 of 2 |
Exhibit 13
Press RELEASE | PRESSE INFO | Comunicado de imprensa |新闻稿 | プレスリリース | Comunicado de prensa | Communiqué de presse | Informacja prasowa |
TRATON sets deadline for Navistar offer
Munich, October 14, 2020 – Today TRATON SE (“TRATON”),
one of the world’s largest commercial vehicle manufacturers, informed Navistar International Corporation (“Navistar”)
(NYSE: NAV) that TRATON’s 10 September 2020 offer of USD 43.00 per share in cash for all outstanding shares of common stock
of Navistar not already owned by TRATON would expire if not accepted by Friday, October 16, 6 pm CET.
The full content of the letter just submitted to Navistar can be found here: https://ir.traton.com/websites/traton/English/4700/navistar-offer.html.
Contact:
Julia Kroeber-Riel
Head of Group Communications & Governmental Relations
T +49-152-588 70 900
julia.kroeber-riel@traton.com
Matthias Karpstein
Business Media Relations
T +49-172-360 30 71
matthias.karpstein@traton.com
TRATON SE
Dachauer Str. 641
80995 München, Deutschland
www.traton.com
TRATON SE is a subsidiary of Volkswagen AG and a leading commercial vehicle manufacturer worldwide with its brands MAN, Scania, Volkswagen Caminhões e Ônibus, and RIO. In 2019, TRATON GROUP’s brands sold around 242,000 vehicles in total. Its offering comprises light-duty commercial vehicles, trucks, and buses at 29 production and assembly sites in 17 countries. The Company had a workforce of around 82,700 employees worldwide across its commercial vehicle brands as of Tuesday, December 31, 2019. The Group seeks to transform the transportation system through its products, its services, and as a partner for its customers.
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