SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Navistar International Corporation
(Name of Issuer)
Common Stock, Par Value $0.10
(Title of Class of Securities)
63934E108
(CUSIP Number)
Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 14, 2011
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 Rule 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).
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment Number 2 to the Schedule 13D relating
to the Common Stock, par value $0.10 (the "Shares"), issued by Navistar
International Corporation (the "Issuer"), and hereby amends the Schedule 13D
filed with the Securities and Exchange Commission (the "SEC") on September 13,
2011, as amended by the Amendment Number One to Schedule 13D, filed with the
SEC, on November 2, 2011 (together, the "Schedule13D"), on behalf of the
Reporting Persons (as defined in the Initial 13D), to furnish the additional
information set forth herein. All capitalized terms contained herein but not
otherwise defined shall have the meanings ascribed to such terms in the Initial
13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by the addition of the
following:
After conversations between representatives of the Reporting Persons and of
the Issuer, the Issuer and Reporting Persons entered into an agreement dated
November 14, 2011, a copy of which is attached hereto as Exhibit 1 and
incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by the addition of the
following:
On November 14, 2011, the Reporting Persons and the Issuer entered into an
agreement, a copy of which is attached hereto as Exhibit 1 and incorporated
herein by reference.
Item 7. Material to be Filed as Exhibits
1 Agreement between the Reporting Persons and the Issuer, dated as of
November 14, 2011.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: November 15, 2011
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
[Signature Page of Schedule 13D - Navistar International Corporation Amendment
No. 2 re Agreement to Declassify Board of Directors]
EXHIBIT 1
EXECUTION COPY
AGREEMENT
This Agreement, dated November 14, 2011 (this "Agreement"), is by and among
the persons and entities listed on Schedule A (collectively, the "Icahn Group",
and individually a "member" of the Icahn Group) and Navistar International
Corporation (the "Company"). In consideration of and reliance upon the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Declassification of Board. The Company agrees that it will hold its 2012
annual meeting of stockholders (the "2012 Annual Meeting") not later than March
31, 2012. In connection with the 2012 Annual Meeting, the Company agrees to and
shall: (i) submit a resolution (in a form reasonably acceptable to the Icahn
Group) to its stockholders at the 2012 Annual Meeting to amend the Company's
restated certificate of incorporation, as amended, to declassify the Company's
board of directors (the "Board") and provide for the annual election of all
directors (the "Declassification Proposal") and (ii) if the Declassification
Proposal is approved by the stockholders, amend such restated certificate of
incorporation effective prior to the vote provided for in the following sentence
to reflect the approval of such Declassification Proposal. If the
Declassification Proposal is approved by the Company's stockholders at the 2012
Annual Meeting, then the first of such annual elections shall take place at the
2012 Annual Meeting, at which directors shall be elected for a one-year term,
and at all subsequent annual meetings, directors will be elected to a one-year
term. The Company agrees that if the Declassification Proposal is approved by
the Company's stockholders at the 2012 Annual Meeting, then at least six (6)
directorships will be vacant to be filled at the 2013 Annual Meeting (as defined
below) and the Board will be composed of not more than a total of eleven (11)
directorships. The Company agrees that its 2013 Annual Meeting will be held no
later than March 31, 2013. The Company shall include the Declassification
Proposal in its notice of meeting and its proxy statement for the 2012 Annual
Meeting and shall recommend to stockholders that they approve and adopt the
Declassification Proposal.
2. 2012 Annual Meeting and Other Matters.
(a) So long as the Company has complied and is complying with its
obligations set forth in this Agreement, from and after the date hereof, no
member of the Icahn Group shall, directly or indirectly, and each member of the
Icahn Group shall cause each Affiliate (as such term is defined below) of any
such members (such Affiliates, collectively and individually, the "Icahn
Affiliates") not to, directly or indirectly, (i) solicit proxies or written
consents of stockholders, or conduct any other type of referendum (binding or
non-binding) with respect to the Voting Securities (as defined below), or from
the holders of the Voting Securities, any time prior to or at the 2012 Annual
Meeting or become a "participant" (as such term is defined in Instruction 3 to
Item 4 of Schedule 14A promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) in or assist any third party in any "solicitation"
of any proxy, consent or other authority (as such terms are defined under the
Exchange Act) to vote any shares of the Voting Securities for use at any time
prior to or at the 2012 Annual Meeting, (ii) encourage, advise or influence any
other person or assist any third party in so encouraging, assisting or
influencing any person with respect to the giving or withholding of any proxy,
consent or other authority to vote or in conducting any other type of referendum
at any time prior to or at the 2012 Annual Meeting, (iii) form or join in a
partnership, limited partnership, syndicate or other group, including without
limitation a group as defined under Section 13(d) of the Exchange Act, with
respect to the Voting Securities, or otherwise support or participate in any
effort by a third party with respect to the matters set forth in clause (i)
above any time prior to or at the 2012 Annual Meeting, (iv) present any proposal
for consideration for action by stockholders or propose any nominee for election
to the Board at any time prior to or at the 2012 Annual Meeting, (v) grant any
proxy, consent or other authority to vote with respect to any matters at any
time prior to or at the 2012 Annual Meeting (other than to the named proxies
included in the Company's proxy card for the 2012 Annual Meeting) or deposit any
of the Voting Securities held by the Icahn Group or the Icahn Affiliates in a
voting trust or subject them to a voting agreement or other arrangement of
similar effect with respect to the 2012 Annual Meeting except as provided in
Section 2(b) below, (vi) make any request under Section 220 of the Delaware
General Corporation Law at any time prior to the 2012 Annual Meeting or (vii) at
any time prior to the 2012 Annual Meeting, unless the Company makes, announces
or proposes a material change in its business or strategies, make, or cause to
be made, any statement or announcement that constitutes an ad hominem attack on,
or otherwise disparages or is critical of, the Company, its officers or its
directors. The Icahn Group's obligations set forth in this Section 2(a) shall be
null and void and shall terminate immediately if the Company announces any
proposals to be considered by stockholders at the 2012 Annual Meeting, other
than the Annual Meeting Proposals (as defined below), or if the 2012 Annual
Meeting is not held on or prior to March 31, 2012. As of the date hereof, the
only proposals known to the Company to be considered by stockholders at the 2012
Annual Meeting are the Annual Meeting Proposals. As used in this Agreement: (A)
the term "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated
by the SEC under the Exchange Act, (B) the terms "person" or "persons" shall
mean any individual, corporation (including not-for-profit), general or limited
partnership, limited liability or unlimited liability company, joint venture,
estate, trust, association, organization or other entity of any kind or nature
and (C) the term "Voting Securities" shall mean the common stock, par value
$0.10 per share, of the Company (the "Common Stock") and any other securities of
the Company entitled to vote in the election of directors, or securities
convertible into, or exercisable or exchangeable for Common Stock or other
securities, whether or not subject to the passage of time or other
contingencies.
(b) So long as the Company has complied and is complying with its
obligations set forth in this Agreement, each member of the Icahn Group shall
(1) cause, in the case of all Voting Securities owned of record, and (2)
instruct the record owner, in the case of all shares of Voting Securities
beneficially owned but not owned of record, directly or indirectly, by it, or by
any Icahn Affiliate, as of the record date for the 2012 Annual Meeting, in each
case that are entitled to vote at the 2012 Annual Meeting, to be present for
quorum purposes and to be voted, at the 2012 Annual Meeting or at any
adjournments or postponements thereof (but not later than March 31, 2012), (i)
for up to three (3) directors nominated by the Board for election at the 2012
Annual Meeting and (ii) shall vote (or cause to be voted) in accordance with the
recommendation of the Board for (x) the ratification of the appointment of the
Company's independent public accounting firm and (y) the Declassification
Proposal; the Icahn Group may vote at its discretion with respect to the
Company's say-on-pay proposal (clauses (i) and (ii) collectively, the "Annual
Meeting Proposals").
(c) From the date hereof through the date of the Company's 2013 annual
meeting of stockholders (the "2013 Annual Meeting"):
(i) So long as the Company has complied and is complying with its
obligations set forth in this Agreement, each member of the Icahn Group
agrees (and agrees to cause each Icahn Affiliate to comply with the
provisions of this Section 2(c)(i)) that, prior to acquiring (in the
aggregate with all other members of the Icahn Group and all Icahn
Affiliates) direct or indirect Beneficial Ownership of Voting Securities
that would exceed 14.99% of the then total outstanding Voting Securities
(the "Ownership Limit"), the Icahn Group shall provide at least ten (10)
days' prior written notice to the Company of its bona fide intention to
acquire, or actual acquisition of, Voting Securities in excess of the
Ownership Limit. For purposes of this Section 2(c), acquisition of
"Beneficial Ownership of Voting Securities" means acquisition of: (i)
Voting Securities, (ii) rights or options to own or acquire any Voting
Securities (whether such right or option is exercisable immediately or only
after the passage of time or upon the satisfaction of one or more
conditions (whether or not within the control of such person), compliance
with regulatory requirements or otherwise) and (iii) any other economic
exposure to Voting Securities, including, without limitation, through any
derivative transaction that gives any such person or any of such person's
Affiliates the economic equivalent of ownership of an amount of Voting
Securities due to the fact that the value of the derivative is explicitly
determined by reference to the price or value of Voting Securities, or
which provides such person or any of such person's Affiliates an
opportunity, directly or indirectly, to profit, or to share in any profit,
derived from any change in the value of Voting Securities, in any case
without regard to whether (x) such derivative conveys any voting rights in
Voting Securities to such person or any of such person's Affiliates, (y)
the derivative is required to be, or capable of being, settled through
delivery of Voting Securities, or (z) such person or any of such person's
Affiliates may have entered into other transactions that hedge the economic
effect of such Beneficial Ownership of Voting Securities; provided,
however, that a person shall not acquire Beneficial Ownership of Voting
Securities as a result of a revocable proxy given to such person in
response to a public proxy or consent solicitation; and
(ii) The Company shall not adopt any stockholder rights agreement,
commonly known as a "poison pill", or other device, that restricts or
limits, or has the effect of restricting or limiting (including, without
limitation, as the result of dilution), the Beneficial Ownership of Voting
Securities by the Icahn Group (together with the Icahn Affiliates) at or
below the Ownership Limit.
(d) From and after the date hereof until the completion of the 2013 Annual
Meeting and the installation of the Board elected at such meeting, the Company
agrees that it shall take no action and no action shall be taken to increase the
size of the Board above eleven (11) directors, each having one vote on all
matters.
(e) If the Declassification Proposal is not approved by the requisite
number of stockholders at the 2012 Annual Meeting held on or prior to March 31,
2012, then the obligations of the Company and the Icahn Group set forth in this
Section 2 shall be null and void and of no further force or effect.
3. Public Announcement. The Company shall announce this Agreement and the
material terms hereof by means of a press release in the form attached hereto as
Exhibit A (the "Press Release") as soon as practicable on or after the date
hereof. Neither the Company nor the Icahn Group shall make any public
announcement or statement that is inconsistent with or contrary to the
statements made in the Press Release, except as required by law or the rules of
any stock exchange or with the prior written consent of the other party. The
Company acknowledges that the Icahn Group will comply with its obligations under
Section 13(d) of the Exchange Act and intends to file this Agreement as an
exhibit to its Schedule 13D.
4. Representations and Warranties of All Parties. Each of the parties
represents and warrants to the other party that:
(a) Such party has all requisite company power and authority to execute and
deliver this Agreement and to perform its obligations hereunder;
(b) This Agreement has been duly and validly authorized, executed and
delivered by it and is a valid and binding obligation of such party, enforceable
against such party in accordance with its terms;
(c) This Agreement will not result in a violation of any terms or
conditions of any agreements to which such person is a party or by which such
party may otherwise be bound or of any law, rule, license, regulation, judgment,
order or decree governing or affecting such party.
5. Representations and Warranties of Icahn Group. Each member of the Icahn
Group jointly represents and warrants that, as of the date of this Agreement,
(i) they collectively beneficially own and/or have an economic exposure to,
including without limitation, through derivative transactions described in
Section 2(c) above, an aggregate of 7,251,426 shares of Common Stock and (ii)
except for such ownership or exposure, no member of the Icahn Group,
individually or in the aggregate with all other Icahn Members and Icahn
Affiliates, has any other direct or indirect beneficial ownership of, and/or
economic exposure to, any Voting Securities (or rights or options to own or
acquire any Voting Securities (as described in Section 2(c) above), including,
without limitation, through any derivative transaction described in Section 2(c)
above.
6. Representation and Warranties of the Company. As of the date of this
Agreement, the Company represents and warrants to the Icahn Group that the Board
is composed of ten (10) directors and there are no vacancies.
7. Miscellaneous. The parties hereto recognize and agree that if for any
reason any of the provisions of this Agreement are not performed in accordance
with their specific terms or are otherwise breached, immediate and irreparable
harm or injury would be caused for which money damages would not be an adequate
remedy. Accordingly, each party agrees that in addition to other remedies the
other party shall be entitled to at law or equity, the other party shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement
exclusively in the Court of Chancery or other federal or state courts of the
State of Delaware. In the event that any action shall be brought in equity to
enforce the provisions of this Agreement, no party shall allege, and each party
hereby waives the defense, that there is an adequate remedy at law. Furthermore,
each of the parties hereto (a) consents to submit itself to the personal
jurisdiction of the Court of Chancery or other federal or state courts of the
State of Delaware in the event any dispute arises out of this Agreement or the
transactions contemplated by this Agreement, (b) agrees that it shall not
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court, (c) agrees that it shall not bring any action
relating to this Agreement or the transactions contemplated by this Agreement in
any court other than the Court of Chancery or other federal or state courts of
the State of Delaware, and each of the parties irrevocably waives the right to
trial by jury, (d) agrees to waive any bonding requirement under any applicable
law, in the case any other party seeks to enforce the terms by way of equitable
relief and (e) each of the parties irrevocably consents to service of process by
a reputable overnight mail delivery service, signature requested, to the address
of such parties' principal place of business or as otherwise provided by
applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING
WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE
OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN
SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.
8. No Waiver. Any waiver by any party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.
9. Entire Agreement. This Agreement contains the entire understanding of
the parties with respect to the subject matter hereof and may be amended only by
an agreement in writing executed by the parties hereto.
10. Notices. All notices, consents, requests, instructions, approvals and
other communications provided for herein and all legal process in regard hereto
shall be in writing and shall be deemed validly given, made or served, if (a)
given by telecopy and email, when such telecopy and email is transmitted to the
telecopy number set forth below and sent to the email address set forth below
and the appropriate confirmation is received or (b) if given by any other means,
when actually received during normal business hours at the address specified in
this subsection:
if to the Company: Navistar International Corporation
4201 Winfield Road
Warrenville, Illinois 60555
Attention: Curt Kramer
Facsimile: (630) 753-3186
With a copy to (which shall not constitute notice):
Skadden, Arps, Slate, Meagher & Flom LLP
155 N. Wacker Drive
Suite 2700
Chicago, Illinois 60606
Facsimile: (312) 407-0411
Attention: Charles W. Mulaney, Jr.
Richard C. Witzel, Jr.
if to the Icahn Group: Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
Attention: Keith Cozza
Facsimile: (212) 688-1158
With a copy to (which shall not constitute notice):
Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
Attention: Keith Schaitkin
Facsimile: (212) 688-1158
11. Severability. If at any time subsequent to the date hereof, any
provision of this Agreement shall be held by any court of competent jurisdiction
to be illegal, void or unenforceable, such provision shall be of no force and
effect, but the illegality or unenforceability of such provision shall have no
effect upon the legality or enforceability of any other provision of this
Agreement.
12. Counterparts. This Agreement may be executed in two or more
counterparts which together shall constitute a single agreement.
13. Successors and Assigns. This Agreement shall not be assignable by any
of the parties to this Agreement. This Agreement, however, shall be binding on
successors of the parties hereto.
14. No Third Party Beneficiaries. This Agreement is solely for the benefit
of the parties hereto and is not enforceable by any other persons.
15. Fees and Expenses. Neither the Company, on the one hand, nor the Icahn
Group, on the other hand, will be responsible for any fees or expenses of the
other in connection with this Agreement.
16. Interpretation and Construction. Each of the parties hereto
acknowledges that it has been represented by counsel of its choice throughout
all negotiations that have preceded the execution of this Agreement, and that it
has executed the same with the advice of said independent counsel. Each party
and its counsel cooperated and participated in the drafting and preparation of
this Agreement, and any and all drafts relating thereto exchanged among the
parties shall be deemed the work product of all of the parties and may not be
construed against any party by reason of its drafting or preparation.
Accordingly, any rule of law or any legal decision that would require
interpretation of any ambiguities in this Agreement against any party that
drafted or prepared it is of no application and is hereby expressly waived by
each of the parties hereto, and any controversy over interpretations of this
Agreement shall be decided without regards to events of drafting or preparation.
The section headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
[Signature Page Follows]
[Signature Page to Settlement Agreement]
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement,
or caused the same to be executed by its duly authorized representative as of
the date first above written.
NAVISTAR INTERNATIONAL CORPORATION
By: _____________________________
Name:
Title:
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: __________________________
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: _______________________
Name: Dominick Ragone
Title: Chief Financial Officer
___________________________
Carl C. Icahn
SCHEDULE A
------------
Barberry Corp.
Beckton Corp.
Carl C. Icahn
Icahn Capital LP
Icahn Enterprises Holdings L.P.
Icahn Enterprises G.P. Inc.
Icahn Offshore LP
Icahn Onshore LP
Icahn Partners LP
Icahn Partners Master Fund LP
Icahn Partners Master Fund II LP
Icahn Partners Master Fund III LP
IPH GP LLC
High River Limited Partnership
Hopper Investments LLC
EXHIBIT A
[PRESS RELEASE]
NAVISTAR ANNOUNCES AGREEMENT WITH INVESTOR CARL ICAHN
COMPANY TO DESTAGGER BOARD TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS
MAJORITY OF BOARD TO BE ELECTED TO ONE-YEAR TERMS AT THE 2013 ANNUAL
MEETING
ICAHN WILL NOT SEEK BOARD REPRESENTATION AND WILL VOTE FOR COMPANY NOMINEES
IN 2012
WARRENVILLE, IL - NOVEMBER 15, 2011 - Navistar International Corporation
(NYSE: NAV) today announced that it entered into an agreement with investor Carl
Icahn and certain of his affiliates to submit a proposal to its shareholders at
its 2012 Annual Meeting of Shareholders to destagger the Board to elect
directors on an annual basis. With this agreement, Mr. Icahn agreed not to seek
Board representation at the Company's 2012 Annual Meeting and agreed to vote in
favor of the Company's nominees for election at the 2012 Annual Meeting
"Navistar's Board and management team are committed to acting in the best
interests of the Company and all its shareholders, and we believe that the
annual election of our directors, without a staggered board, further strengthens
our corporate governance practices," said Dan Ustian, Navistar's chairman,
president and chief executive officer. "We also are pleased to have reached an
agreement with Mr. Icahn that includes his support for our Board nominees for
election at our upcoming shareholders meeting."
If approved by the shareholders, Navistar will begin the annual election
process starting with the class of three directors up for election at the 2012
Annual Meeting of Shareholders. Instead of three-year terms, each nominee would
be elected to a one-year term at the 2012 Annual Meeting and subsequent annual
meetings with a majority of the board being elected to a one-year term at the
2013 Annual Meeting, and all nominees being elected on an annualized cycle as of
the 2014 Annual Meeting of Shareholders.
"We have demonstrated a proven ability to deliver solid earnings, and our
future growth prospects are strong in large part due to the strategy and vision
of current management and the Board," Ustian said. "We remain intensely focused
on delivering value for all shareholders by executing on our strategy, including
building a differentiated product offering, enhancing our already strong North
American business, growing our global truck and engine businesses, sustaining
our global military business, and expanding our parts business."
ABOUT NAVISTAR:
Navistar International Corporation (NYSE: NAV) is a holding company whose
subsidiaries and affiliates produce International brand commercial and military
trucks, MaxxForce brand diesel engines, IC Bus brand school and commercial
buses, Monaco RV brands of recreational vehicles, and Workhorse brand chassis
for motor homes and step vans. It also is a private-label designer and
manufacturer of diesel engines for the pickup truck, van and SUV markets. The
company also provides truck and diesel engine service parts. Another affiliate
offers financing services. Additional information is available at
www.Navistar.com/newsroom.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Information provided and statements contained in this report that are not
purely historical are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, Section 21E of the Securities
Exchange Act of 1934, as amended, and the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements only speak as of the date of this
report and the Company assumes no obligation to update the information included
in this report. Such forward-looking statements include information concerning
our possible or assumed future results of operations, including descriptions of
our business strategy. These statements often include words such as "believe,"
"expect," "anticipate," "intend," "plan," "estimate," or similar expressions.
These statements are not guarantees of performance or results and they involve
risks, uncertainties, and assumptions. For a further description of these
factors, see Item 1A, Risk Factors of our Form 10-K for the fiscal year ended
October 31, 2010, which was filed on December 21, 2010 , and Part II, Item 1A,
Risk Factors, included within our Form 10-Q for the period ended July 31, 2011,
which was filed on September 7, 2011. Although we believe that these
forward-looking statements are based on reasonable assumptions, there are many
factors that could affect our actual financial results or results of operations
and could cause actual results to differ materially from those in the
forward-looking statements. All future written and oral forward-looking
statements by us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements contained or referred to above.
Except for our ongoing obligations to disclose material information as required
by the federal securities laws, we do not have any obligations or intention to
release publicly any revisions to any forward-looking statements to reflect
events or circumstances in the future or to reflect the occurrence of
unanticipated events.