SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
[Rule
13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO § 240.13d-2(a)
Amendment No. 20
Navistar
International Corporation
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
63934E108
(CUSIP Number)
Janet Yeung
MHR Fund Management LLC
1345 Avenue of the Americas, 42
nd
Floor
New York, New York 10105
(212)
262-0005
(Name, Address and Telephone Number of Person Authorized to Receive Notices of Communication)
April 17, 2018
(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 §§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
§240.13d-7
for other parties to whom copies are to be sent.
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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 (the 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).
(Continued on following pages)
(Page 1 of 10 Pages)
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CUSIP No. 63934E108
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13D
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(Page 2 of 10 Pages)
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(1)
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Name of reporting person
MHR INSTITUTIONAL PARTNERS III LP
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a) ☐
(b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see
instructions)
WC
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(5)
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
☐
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(6)
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
14,980,528
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
14,980,528
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
14,980,528
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(12)
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Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
☐
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(13)
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Percent of class represented by
amount in Row (11)
15.2%
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(14)
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Type of reporting person (see
instructions)
PN
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CUSIP No. 63934E108
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13D
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(Page 3 of 10 Pages)
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(1)
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Name of reporting person
MHR INSTITUTIONAL ADVISORS III LLC
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a) ☐
(b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see
instructions)
AF
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(5)
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
☐
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(6)
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
14,980,528
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
14,980,528
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
14,980,528
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(12)
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Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
☐
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(13)
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Percent of class represented by
amount in Row (11)
15.2%
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(14)
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Type of reporting person (see instructions)
OO
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CUSIP No. 63934E108
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13D
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(Page 4 of 10 Pages)
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(1)
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Name of reporting person
MHR FUND MANAGEMENT LLC
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a) ☐
(b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see
instructions)
AF
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(5)
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
☐
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(6)
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
16,225,000
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
16,225,000
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
16,225,000
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(12)
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Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
☐
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(13)
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Percent of class represented by
amount in Row (11)
16.4%
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(14)
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Type of reporting person (see instructions)
OO
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CUSIP No. 63934E108
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13D
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(Page 5 of 10 Pages)
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(1)
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Name of reporting person
MHR HOLDINGS LLC
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see
instructions)
AF
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(5)
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
☐
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(6)
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Citizenship or place of
organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
16,225,000
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
16,225,000
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
16,225,000
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(12)
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Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
☐
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(13)
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Percent of class represented by
amount in Row (11)
16.4%
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(14)
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Type of reporting person (see instructions)
OO
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CUSIP No. 63934E108
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13D
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(Page 6 of 10 Pages)
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(1)
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Name of reporting person
MARK H. RACHESKY, M.D.
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a) ☐ (b) ☒
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(3)
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SEC use only
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(4)
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Source of funds (see
instructions)
AF
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(5)
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
☐
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(6)
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Citizenship or place of
organization
United States of
America
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
16,281,256
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
16,281,256
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
16,281,256
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(12)
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Check box if the aggregate amount
in Row (11) excludes certain shares (see instructions)
☐
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(13)
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Percent of class represented by
amount in Row (11)
16.5%
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(14)
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Type of reporting person (see
instructions)
IN; HC
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TABLE OF CONTENTS
Page 7 of 10
Explanatory Note
This statement on Schedule 13D (this
Statement
) amends and supplements, as Amendment No. 20, the Schedule 13D filed on June 15, 2012 (the
Initial
Schedule 13D
), which was amended on June 25, 2012 by Amendment No. 1 to the Initial Schedule 13D (
Amendment No. 1
), on July 10, 2012 by Amendment No. 2 to the Initial Schedule 13D
(
Amendment No. 2
), on October 9, 2012 by Amendment No. 3 to the Initial Schedule 13D (
Amendment No. 3
), on October 26, 2012 by Amendment No. 4 to the Initial Schedule 13D
(
Amendment No. 4
), on December 12, 2012 by Amendment No. 5 to the Initial Schedule 13D (
Amendment No. 5
), on July 15, 2013 by Amendment No. 6 to the Initial Schedule 13D
(
Amendment No. 6
), on July 17, 2013 by Amendment No. 7 to the Initial Schedule 13D (
Amendment No. 7
), on March 11, 2014 by Amendment No. 8 to the Initial Schedule 13D
(
Amendment No. 8
), on April 11, 2014 by Amendment No. 9 to the Initial Schedule 13D (
Amendment No. 9
), on June 24, 2015 by Amendment No. 10 to the Initial Schedule 13D
(
Amendment No. 10
), on December 18, 2014 by Amendment No. 11 to the Initial Schedule 13D (
Amendment No. 11
), on January 30, 2015 by Amendment No. 12 to the Initial
Schedule 13D (
Amendment No. 12
), on June 11, 2015 by Amendment No. 13 to the Initial Schedule 13D (
Amendment No. 13
), on July 27, 2015 by Amendment No. 14 to the Initial Schedule 13D
(
Amendment No. 14
), on September 4, 2015 by Amendment No. 15 to the Schedule 13D (
Amendment No. 15
), on December 18, 2015 by Amendment No. 16 to the Initial Schedule 13D
(
Amendment No. 16
), on September 6, 2016 by Amendment No. 17 to the Initial Schedule 13D (
Amendment No. 17
), on September 21, 2016 by Amendment No. 18 to the Initial Schedule 13D
(
Amendment No. 18
) and on March 3, 2017 by Amendment No. 19 to the Initial Schedule 13D (
Amendment No. 19
and together with Amendment No. 1 through Amendment No. 18 and the Initial Schedule 13D, the
Schedule 13D
), and relates to shares of common stock, par value $0.10 per share (the
Common Stock
), of Navistar International Corporation (the
Issuer
). Except as otherwise provided,
capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 19.
Page 8 of 10
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following:
Pursuant to the Settlement Agreement Amendment (as defined in Amendment No. 6), MHR (as defined in Amendment No. 6) has designated Raymond Miller as the Second MHR Nominee (as defined in Amendment No. 6)
to serve on the Board. Mr. Miller is a Principal at MHR Fund Management LLC. The Board elected Mr. Miller effective April 17, 2018. In addition, Mr. Miller was appointed to the Issuers Audit Committee and Compensation Committee.
Mr. Miller replaces Michael Sirignano, who resigned as a director of the Company effective upon the acceptance by the Board of his notice of resignation, which occurred at the same meeting of the Board in which Mr. Miller was elected.
Item 5. Interests in Securities of the Issuer.
Item 5(a)(ix), Item 5(b)(ix) and Item 5(c) are hereby amended by deleting such items in their entirety and replacing them with the following:
The percentages set forth below are based on 98,689,315 shares of Common Stock outstanding as of February 28, 2018, as disclosed by the Issuer
on its Quarterly Report on Form 10-Q filed on March 8, 2018.
(a) (ix) Dr. Rachesky may be deemed to be the beneficial owner of
16,281,256 shares of Common Stock (approximately 16.5% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d3(d)(1)(i) under the Act). This number consists of (A) all of the shares of Common
Stock otherwise described in this Item 5 by virtue of Dr. Racheskys position as the managing member of each of MHRC, Institutional Advisors III and MHR Holdings, (B) 25,934 shares of Common Stock held directly, (C) 30,000 shares of
Common Stock that can be obtained upon the exercise of certain stock options and (D) 322.623 phantom stock units convertible into Common Stock upon settlement.
(b) (ix) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 16,281,256 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described
above, and (y) the sole power to direct the voting of 16,281,256 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above.
(c) On February 28, 2018, 3,086.554 phantom stock units held by Dr. Rachesky were settled for 3,086 shares of Common Stock (and a cash reimbursement for the fractional phantom stock unit). On
April 1, 2018, Dr. Rachesky was granted (i) 571 shares of Common Stock and (ii) 322.623 phantom stock units convertible into Common Stock upon settlement.
Page 9 of 10
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: April 18, 2018
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MHR INSTITUTIONAL PARTNERS III LP
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By:
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MHR Institutional Advisors III LLC, its General Partner
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By:
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/s/ Janet Yeung
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Name: Janet Yeung
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Title: Authorized Signatory
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MHR INSTITUTIONAL ADVISORS III LLC
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By:
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/s/ Janet Yeung
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Name: Janet Yeung
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Title: Authorized Signatory
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MHR FUND MANAGEMENT LLC
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By:
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/s/ Janet Yeung
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Name: Janet Yeung
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Title: Authorized Signatory
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MHR HOLDINGS LLC
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By:
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/s/ Janet Yeung
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Name: Janet Yeung
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Title: Authorized Signatory
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MARK H. RACHESKY, M.D.
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By:
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/s/ Janet Yeung, Attorney in Fact
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Page 10 of 10
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