-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I2An+CuiZxk82HkwOlQThUCuvy8dxxZ7T/MRRdAuB8pS2ahSMtx2XrCa6gLp/8ww ZM8A+dr/3zK54d3Ntf31jQ== 0000808450-99-000004.txt : 19990422 0000808450-99-000004.hdr.sgml : 19990422 ACCESSION NUMBER: 0000808450-99-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990420 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAVISTAR INTERNATIONAL CORP /DE/NEW CENTRAL INDEX KEY: 0000808450 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 363359573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09618 FILM NUMBER: 99597813 BUSINESS ADDRESS: STREET 1: 455 N CITYFRONT PLAZA DR CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3128362000 MAIL ADDRESS: STREET 1: 455 N CITYFRONT PLAZA DRIVE STREET 2: 455 N CITYFRONT PLAZA DRIVE CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: NAVISTAR HOLDING INC DATE OF NAME CHANGE: 19870528 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 20, 1999 Navistar International Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-9618 36-3359573 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 455 North Cityfront Plaza Drive, Chicago, IL 60611 - ------------------------------------------------- -------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 836-2000 -------------------- The Exhibit Index is located on page 7. Item 5. Other Events. On April 20, 1999, the Board of Directors of Navistar International Corporation (the "Company") authorized the issuance of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.10 per share (the "Common Shares"), of the Company. The distribution is payable to stockholders of record at the close of business on May 3, 1999 (the "Record Date"), and with respect to all Common Shares that become outstanding after the Record Date and prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights, the exchange of the Rights, and the expiration of the Rights (and, in certain cases, following the Distribution Date). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Junior Participating Preferred Stock, Series A, par value $1.00 per share, of the Company (the "Preferred Shares") at a price of $175 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent"). The Rights will be evidenced by Common Share certificates and not by separate certificates until the earlier to occur of (i) the tenth day after the date it is publicly announced that a person or group other than certain exempt persons (an "Acquiring Person"), together with persons affiliated or associated with such Acquiring Person, has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding Common Shares (a "Triggering Event") and (ii) the tenth business day after the commencement or public disclosure of an intention to commence a tender offer or exchange offer by a person other than an exempt person if, upon consummation of the offer, such person could acquire beneficial ownership of 15% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"). Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the Rights will be transferred with and only with the Common Shares, and the surrender for transfer of any certificate for Common Shares will also constitute the transfer of the Rights associated with such Common Shares. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date, and such separate Right Certificates alone will evidence the Rights. The Rights will first become exercisable after the Distribution Date (unless sooner redeemed or exchanged). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Rights will expire at the close of business on May 3, 2009 (the "Expiration Date"), unless earlier redeemed or exchanged by the Company as described below. In the event that a person becomes an Acquiring Person, each Right (other than Rights that are or were beneficially owned by the Acquiring Person and certain related persons and transferees, which will thereafter be void) shall thereafter be exercisable not for Preferred Shares, but for a number - 2 - of Common Shares (or, in certain cases, common equivalent shares) having a market value of two times the exercise price of the Right. In the event that, at the time or after a person becomes an Acquiring Person, the Company is involved in a merger or other business combination in which (i) the Company is not the surviving corporation, (ii) Common Stock is changed or exchanged, or (iii) 50% or more of the Company's consolidated assets or earning power are sold, then each Right (other than Rights that are or were owned by the Acquiring Person and certain related persons and transferees, which will thereafter be void) shall thereafter be exercisable for a number of shares of common stock of the acquiring company having a market value of two times the exercise price of the Right. In addition, at any time after a person has become an Acquiring Person, but before a person has acquired beneficial ownership of 50% or more of the outstanding Common Shares, the Company may elect to exchange all or part of the Rights (excluding void Rights held by an Acquiring Person and certain related persons and transferees) for Common Shares on a one-for-one basis. The Purchase Price payable, and the number and kind of securities, cash or other property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend or distribution on, or a subdivision or combination of, the Common Shares, (ii) upon the grant to holders of the Common Shares of rights, options or warrants to subscribe for Common Shares or securities convertible into Common Shares at less than the current market price, (iii) upon the distribution to holders of the Common Shares of securities, cash, evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings) and (iv) in connection with recapitalizations of the Company or reclassifications of the Common Shares. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise. At any time prior to the earlier of (i) the occurrence of a Triggering Event and (ii) the Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The Redemption Price will be payable in cash, shares (including fractional shares) of Common Stock or any other form of consideration deemed appropriate by the Board of Directors. Immediately upon action of the Board of Directors ordering redemption of the Rights, the ability of holders to exercise the Rights will terminate and the only rights of such holders will be to receive the Redemption Price. At any time prior to the occurrence of a Triggering Event, the Board of Directors of the Company may amend or supplement the Rights Agreement without the approval of the Rights Agent or any holder of the Rights. Thereafter, the Rights Agreement may not be amended or changed in any manner which would adversely affect the interests of the holders of the Rights (other than an Acquiring Person or an affiliate or associate thereof). - 3 - The Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment equal to the greater of $25 per share and 1,000 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment equal to the greater of $100 per share and 1,000 times the payment made per Common Share. Each Preferred Share will have 1,000 votes per share, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per Common Share. The Rights have certain anti-takeover effects. The Rights may cause substantial dilution to a person or group that attempts to acquire the Company on terms not approved by the Board of Directors, except pursuant to an offer conditioned on a substantial number of Rights being acquired. The Rights should not interfere with any merger or other business combination approved by the Board of Directors prior to the occurrence of a Triggering Event, because until such time the Rights may generally be redeemed by the Company at $.01 per Right. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement attached as Exhibit 4.1, which is hereby incorporated in this Current Report on Form 8-K by reference. On April 20, 1999, the Company issued a press release relating, among other things, to the adoption of the Rights Agreement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. - 4 - Item 7. Financial Statements and Exhibits. (a) Not Applicable (b) Not Applicable (c) Exhibits 4.1 Rights Agreement dated as of April 20, 1999, between Navistar International Corporation and Harris Trust and Savings Bank, as Rights Agent, including the form of Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A attached thereto as Exhibit A, and the form of Rights Certificate attached thereto as Exhibit B. (Incorporated by reference to the Company's Registration Statement on Form 8-A, filed with the Commission on April 20, 1999.) 99.1 Press Release dated April 20, 1999 issued by the Company. - 5 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NAVISTAR INTERNATIONAL CORPORATION Dated: April 20, 1999 By: /s/ Robert C. Lannert ---------------------------------- Robert C. Lannert Executive Vice President and Chief Financial Officer (Principal Financial Officer) - 6 - EXHIBIT INDEX Exhibit No. Description ----------- ---------------------------------------------------------- 4.1 Rights Agreement dated as of April 20, 1999 between Navistar International Corporation and Harris Trust and Savings Bank, as Rights Agent, including the form of Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A attached thereto as Exhibit A, and the form of Rights Certificate attached thereto as Exhibit B*. 99.1 Press Release dated April 20, 1999 issued by the Company. - -------------- * Incorporated by reference to the Company's Registration Statement on Form 8-A, filed with the Commission on April 20, 1999. - 7 - EX-99.1 2 Exhibit 99.1 Investor Contact: Carmen Corbett, 312/ 836-2406 Media Contact: Roy Wiley, 312/ 836-2627 NAVISTAR RAISES FORECAST FOR 1999 INDUSTRY TRUCK VOLUME Considers adjustment to its valuation allowance that would further boost net income; adopts shareowner rights plan CHICAGO - April 20, 1999 - Navistar International Corporation (NYSE: NAV) announced today that, based upon continued strong demand in the United States and Canada, it has raised its forecast for industry demand for heavy and medium trucks and school buses to a combined total of 415,000 units from the 380,000 it forecast last December. The new Navistar forecast for total industry volume in the United States and Canada breaks out as follows: heavy trucks, 250,000 units, up from 224,700; medium trucks, 133,000 units, up from 124,000; and school buses, 32,000 units up from the previous forecast of 31,300 units. John R. Horne, Navistar chairman, president and chief executive officer, said the company is now projecting a significantly stronger 1999 performance. Accordingly, the company has begun to evaluate the impact of this change on its deferred tax asset valuation allowance, which may result in a significant reduction to the allowance. The company expects to complete this evaluation in the third quarter. The deferred tax asset valuation allowance is related to the realization of Navistar's net operating loss carryforwards. Any adjustment will be recorded as a reduction in income tax expense, which will lower Navistar's effective tax rate and increase net income and earnings per share. E-1 Page Two/Forecast Additionally, the company's board of directors has adopted a preferred share purchase rights plan designed to protect shareowners against unsolicited abusive takeover tactics. The company is not aware of any such attempt at present. Horne said the newly adopted rights plan is designed to maximize shareowner value by encouraging any potential acquirors to negotiate with the board of directors rather than launch an unsolicited hostile takeover attempt. "The Navistar board of directors believes the rights plan is in the best long term interests of shareowners because it maintains the board's ability to effectively represent the interests of the company and shareowners in the event of an unforeseen unsolicited takeover attempt," Horne said. "Abusive takeover tactics can deprive shareowners of the full value of their shares and squeeze them out of their investment without giving them any real choice." Horne said the new rights will only become exercisable if and when the situation arises for which the rights were created -- namely the acquisition or tender offer for more than 15 percent of the company's common stock in a transaction that has not been approved by the Navistar board of directors. Under the plan, if either event occurs, Navistar shareowners would then have the right to acquire additional Navistar common stock at a 50 percent discount. The new rights have been declared as a dividend to shareowners of record as of the close of business on May 3, 1999. The rights will automatically accompany and trade with the shares of Navistar common stock on the New York Stock Exchange. The rights dividend is not taxable and will expire on May 3, 2009 unless redeemed, exercised or exchanged. E-2 Page Three/Forecast Navistar International Corporation, with world headquarters in Chicago, and 1998 sales of $7.9 billion, is a leading North American producer of heavy and medium trucks and school buses. The company is also a worldwide leader in the manufacture of mid-range diesel engines, which are produced in a range of 160 to 300 horsepower for the International(R) brand, and a private label designer and manufacturer of diesel engines for the full-size pickup truck and van markets and selected industrial and off-highway markets. Net income for the first fiscal quarter ended January 31, 1999, totaled $61 million, or $0.91 per diluted common share, compared with net income of $38 million, or $0.42 per diluted common share in the same period last year. Consolidated sales and revenues from the company's manufacturing and financial services operations for the first quarter totaled $1.9 billion, compared to $1.7 billion in the first quarter of 1998. Manufacturing gross margin for the quarter increased 3.1 percentage points to 16.5 percent from the 1998 first quarter gross margin of 13.4 percent. Improved productivity, improved material costs, better truck pricing, and added engine volume strengthened quarterly results. E-3 -----END PRIVACY-ENHANCED MESSAGE-----