0001209191-13-036914.txt : 20130717 0001209191-13-036914.hdr.sgml : 20130717 20130717060548 ACCESSION NUMBER: 0001209191-13-036914 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130715 FILED AS OF DATE: 20130717 DATE AS OF CHANGE: 20130717 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: 1231 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: 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: 13971427 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 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: 13971428 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 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: 13971429 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 Holdings LLC CENTRAL INDEX KEY: 0001552702 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 13971430 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.262.0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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: 13971431 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 c568376_4x1.xml MAIN DOCUMENT DESCRIPTION X0306 4 2013-07-15 0000808450 NAVISTAR INTERNATIONAL CORP NAV 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 1 0 1 0 0001552702 MHR Holdings LLC 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 1878 D Common Stock 2013-07-15 4 P 0 17445 31.5028 A 935522 I See Footnotes Common Stock 2013-07-15 4 P 0 2164 31.5028 A 124776 I See Footnotes Common Stock 2013-07-15 4 P 0 177092 31.5028 A 11136403 I See Footnotes Common Stock 2013-07-16 4 P 0 40902 31.9572 A 976424 I See Footnotes Common Stock 2013-07-16 4 P 0 5073 31.9572 A 129849 I See Footnotes Common Stock 2013-07-16 4 P 0 415202 31.9572 A 11551605 I See Footnotes The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.02 to $31.74. 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 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 $31.62 to $32.00. 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. (Continued to Footnote 4) (Continued from Footnote 3) MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings 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). (Continued to Footnote 6) (Continued from Footnote 5) MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings 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. (Continued to Footnote 8) (Continued from Footnote 7) MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Institutional Partners III. /s/ Janet Yeung, Attorney-in-Fact 2013-07-16 EX-99 2 ex_99.htm ADDITIONAL EXHIBITS

EXHIBIT 99

MHR HOLDINGS LLC

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

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

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