0001181431-12-036612.txt : 20120614
0001181431-12-036612.hdr.sgml : 20120614
20120614204920
ACCESSION NUMBER: 0001181431-12-036612
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20120612
FILED AS OF DATE: 20120614
DATE AS OF CHANGE: 20120614
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NAVISTAR INTERNATIONAL CORP
CENTRAL INDEX KEY: 0000808450
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711]
IRS NUMBER: 363359573
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1031
BUSINESS ADDRESS:
STREET 1: 2701 NAVISTAR DRIVE
CITY: LISLE
STATE: IL
ZIP: 60532
BUSINESS PHONE: 331-332-5000
MAIL ADDRESS:
STREET 1: 2701 NAVISTAR DRIVE
CITY: LISLE
STATE: IL
ZIP: 60532
FORMER COMPANY:
FORMER CONFORMED NAME: NAVISTAR INTERNATIONAL CORP /DE/NEW
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: NAVISTAR HOLDING INC
DATE OF NAME CHANGE: 19870528
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RACHESKY MARK H MD
CENTRAL INDEX KEY: 0001194368
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09618
FILM NUMBER: 12908680
MAIL ADDRESS:
STREET 1: 40 WEST 57TH STREET, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MHR FUND MANAGEMENT LLC
CENTRAL INDEX KEY: 0001277742
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09618
FILM NUMBER: 12908679
BUSINESS ADDRESS:
STREET 1: 40 WEST 57TH STREET
STREET 2: 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212.262.0005
MAIL ADDRESS:
STREET 1: 40 WEST 57TH STREET
STREET 2: 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER NAME:
FORMER CONFORMED NAME: SEEMORE ADVISORS LLC
DATE OF NAME CHANGE: 20040128
3
1
rrd348644.xml
FORM 3
X020532012-06-1200000808450NAVISTAR INTERNATIONAL CORPNAV0001194368RACHESKY MARK H MD40 WEST 57TH STREET24TH FLOORNEW YORKNY1001900100001277742MHR FUND MANAGEMENT LLC40 WEST 57TH STREET24TH FLOORNEW YORKNY100190010Common Stock216386ISee FootnoteCommon Stock28919ISee FootnoteCommon Stock2617197ISee FootnoteForward Transaction (right to buy)Common Stock301893ISee FootnoteForward Transaction (right to buy)Common Stock40348ISee FootnoteForward Transaction (right to buy)Common Stock3650035ISee FootnoteThese shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Master Account. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Master Account.These shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). Dr. Rachesky is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Capital Partners (100). Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Capital Partners (100) and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Capital Partners (100).These shares are held for the account of MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III") is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the shares held for the account of Institutional Partners III. Fund Management has an investment management agreement with Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners III and, accordingly, Fund Management may be deemed to beneficially own the shares held for the account of Institutional Partners III.Forward Transaction, dated as of June 6, 2012, by and between Deutsche Bank AG, London Branch ("DB"), with Deutsche Bank Securities Inc. as agent, and Master Account (the "DB Master Account Forward Transaction").Forward Transaction, dated as of June 6, 2012, by and between DB, Deutsche Bank Securities Inc. as agent, and Capital Partners (100) (the "DB Capital Partners (100) Forward Transaction").Amended and Restated Forward Transaction, dated as of June 12, 2012, by and between DB, Deutsche Bank Securities Inc. as agent, and Institutional Partners III (the "DB Institutional Partners III Forward Transaction" and, together with the Master Account Forward Transaction and the Capital Partners (100) Forward Transaction, the "DB Forward Transactions").Each of the DB Master Account Forward Transaction and the DB Capital Partners (100) Forward Transaction may be settled at any time, at the election of Master Account or Capital Partners (100), as the case may be, in cash or by delivery of Common Stock.The DB Institutional Partners III Forward Transaction may be settled at any time at the election of Institutional Partners III in cash. In addition, the DB Institutional Partners III Forward Transaction may be settled at any time, at the election of Institutional Partners III, following the date that all required filings and any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 have been made or have expired (the "HSR Act Condition"), by delivery of Common Stock.The shares of Common Stock underlying the DB Forward Transactions generally must be settled in either cash or physical delivery of such shares of Common Stock (subject, in the case of the DB Institutional Partners III Forward Transaction, to satisfaction of the HSR Act Condition) by June 12, 2013 or at such earlier date at the election of Master Account, Capital Partners (100) or Institutional Partners III, as the case may be. If the relevant MHR fund elects physical settlement, the settlement date will occur on the fifth business day following the date of such election. If the relevant MHR fund elects cash settlement, the cash settlement date will occur three business days following the expiration of a fifteen (15) business day price averaging period commencing two business days following the date of such election.In the event that Master Account, Capital Partners (100) or Institutional Partners III elect to physically settle their respective DB Forward Transactions, such MHR entity is required to pay the DB Forward Price per Share to DB in exchange for each share of Common Stock underlying the DB Forward Transaction. The "DB Forward Price per Share" is initially $25.5399 and increases each day based on a formula that generally equals the initial DB Forward Price per Share multiplied by an interest rate generally equal to one-month LIBOR plus 0.85% per annum compounded monthly. If any DB Forward Transaction is settled in cash, Master Account, Capital Partners (100) or Institutional Partners III will generally obtain the gain from any positive price performance and suffer the loss from any
negative price performance when compared to the DB Forward Price per Share on the notional number of shares of Common Stock subject to
the DB Forward Transactions, subject to certain fees payable to DB./s/ Janet Yeung, Attorney-in-Fact2012-06-14EX-99.1
2
rrd312814_353382.htm
EXHIBIT 99.1
rrd312814_353382.html
Exhibit 99.1
MHR Fund Management LLC
/s/ Janet Yeung 06/14/2012
---------------------
Authorized Signatory
MHR Fund Management LLC
40 WEST 57TH STREET, 24TH FLOOR
NEW YORK, NY 10019