0001181431-12-036613.txt : 20120614 0001181431-12-036613.hdr.sgml : 20120614 20120614205507 ACCESSION NUMBER: 0001181431-12-036613 CONFORMED SUBMISSION TYPE: 4 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 12908684 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 12908683 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Partners III LP CENTRAL INDEX KEY: 0001391121 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 12908685 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Advisors III LLC CENTRAL INDEX KEY: 0001391563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 12908682 BUSINESS ADDRESS: STREET 1: 40 WEST 57 STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 262-0005 MAIL ADDRESS: STREET 1: 40 WEST 57 STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 rrd348690.xml FORM 4 X0305 4 2012-06-12 0 0000808450 NAVISTAR INTERNATIONAL CORP NAV 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001277742 MHR FUND MANAGEMENT LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001391121 MHR Institutional Partners III LP 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001391563 MHR Institutional Advisors III LLC 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2012-06-13 4 P 0 5607 27.5631 A 221993 I See Footnote Common Stock 2012-06-13 4 P 0 6214 27.8561 A 228207 I See Footnote Common Stock 2012-06-13 4 P 0 750 27.5631 A 29669 I See Footnote Common Stock 2012-06-13 4 P 0 832 27.8561 A 30501 I See Footnote Common Stock 2012-06-13 4 P 0 69535 27.5631 A 2686732 I See Footnote Common Stock 2012-06-13 4 P 0 77062 27.8561 A 2763794 I See Footnote Forward Transaction (right to buy) 2012-06-12 4 P 0 110195 25.5399 A Common Stock 110195 412088 I See Footnote Forward Transaction (right to buy) 2012-06-12 4 P 0 14745 25.5399 A Common Stock 14745 55093 I See Footnote Forward Transaction (right to buy) 2012-06-12 4 P 0 1366540 25.5399 A Common Stock 1366540 5016575 I See Footnote Forward Transaction (right to buy) 2012-06-14 4 P 0 61292 A Common Stock 61292 61292 I See Footnote Forward Transaction (right to buy) 2012-06-14 4 P 0 8201 A Common Stock 8201 8201 I See Footnote Forward Transaction (right to buy) 2012-06-14 4 P 0 760086 A Common Stock 760086 760086 I See Footnote The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $26.92 to $27.70. The reporting person undertakes to provide to the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in the footnotes (1) and (2) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.71 to $28.14. These 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 DB Master Account Forward Transaction and the DB Capital Partners (100) Forward Transaction, the "DB Forward Transactions"). 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. 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 in exchange for payment by Institutional Partners III of the Forward Price per Share (as defined above). 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. Forward Transaction, dated as of June 14, 2012, by and between Societe Generale ("SG") and Master Account (the "SG Master Account Forward Transaction"). Forward Transaction, dated as of June 14, 2012, by and between SG and Capital Partners (100) (the "SG Capital Partners (100) Forward Transaction"). Forward Transaction, dated as of June 14, 2012, by and between SG and Institutional Partners III (the "SG Institutional Partners III Forward Transaction" and, together with the SG Master Account Forward Transaction and the SG Capital Partners (100) Forward Transaction, the "SG Forward Transactions"). In the event that Master Account, Capital Partners (100) or Institutional Partners III elect to physically settle their respective SG Forward Transactions, such MHR entity is required to pay the SG Forward Price per Share to SG in exchange for each share of Common Stock underlying the SG Forward Transaction. The "SG Forward Price per Share" will equal a weighted average of the VWAP price of the shares of Common Stock obtained during SG's hedging period multiplied by 1.10% per annum plus certain fees payable to SG, and thereafter, the SG Forward Price per Share will increase generally at a rate equal to one-month LIBOR plus 0.85% per annum compounded monthly. (Continued in footnote 17) (Continued from footnote 16)The weighted average of the VWAP price of the shares obtained during SG's hedging on June 14, 2012 was $27.0661. If any SG 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 SG Forward Price per Share on the notional number of shares of Common Stock subject to the SG Forward Transactions, subject to certain fees payable to SG. Each of the SG Master Account Forward Transaction and the SG 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 SG Institutional Partners III Forward Transaction may be settled at any time at the election of Institutional Partners III in cash. In addition, the SG Institutional Partners III Forward Transaction may be settled at any time, at the election of Institutional Partners III, following the satisfaction of the HSR Act Condition, by delivery of Common Stock. The shares of Common Stock underlying the SG Forward Transactions generally must be settled in either cash or physical delivery of such shares of Common Stock (subject, in the case of the SG Institutional Partners III Forward Transaction, to satisfaction of the HSR Act Condition) no later than the date that is 12 months from the "Trade Date" (as defined below). The "Trade Date" is the earlier to occur of (i) the date on which SG or its affiliate completes its hedges in connection with the applicable SG Forward Transaction, and (ii) the date designated by the relevant MHR fund by written notice to SG, in each case which must occur not later than September 14, 2012. 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 (Continued in footnote 21) (Continued from footnote 20) following the expiration of a fifteen (15) business day price averaging period commencing two business days following the date of such election. /s/ Janet Yeung, Attorney-in-Fact 2012-06-14 EX-99. 2 rrd312858_353335.htm EXHIBIT 99 rrd312858_353335.html 


                                                                                                                         EXHIBIT 99
MHR FUND MANAGEMENT LLC

By:    /s/ Janet Yeung
        -----------------
        Name: Janet Yeung
        Title: Authorized Signatory

Address: 40 West 57th Street, 24th Floor
         New York, New York 10019


MHR INSTITUTIONAL PARTNERS III LP

By:    MHR Institutional Advisors III LLC,
       its General Partner

       /s/ Janet Yeung
        -----------------
        Name: Janet Yeung
        Title: Authorized Signatory

Address: 40 West 57th Street, 24th Floor
         New York, New York 10019


MHR INSTITUTIONAL ADVISORS III LLC

By:    /s/ Janet Yeung
        -----------------
        Name: Janet Yeung
        Title: Authorized Signatory

Address: 40 West 57th Street, 24th Floor
         New York, New York 10019