UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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SCHEDULE 13D
Under the Securities Exchange Act of 1934 |
| (Amendment No. 4) |
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| NAVISTAR INTERNATIONAL CORPORATION |
| (Name of Issuer) |
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| COMMON STOCK, PAR VALUE $0.10 PER SHARE |
| (Title of Class of Securities) |
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| 63934E108 |
| (CUSIP Number) |
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Dr. Klaus Schartel
TRATON SE
Dachauer Str. 641
80995 München
+49 89 36098 70
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications) |
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| October 14,
2020 |
| (Date of Event which Requires Filing of this Statement) |
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| 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-l(f) or 240.13d-l(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. |
| *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). |
| 1. |
Names of Reporting Persons.
TRATON SE f/k/a Volkswagen Truck & Bus GmbH
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| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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| 3. |
SEC Use Only
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| 4. |
Source of Funds (See Instructions)
AF
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| 5. |
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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| 6. |
Citizenship or Place of Organization
Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7. |
Sole Voting Power
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8.
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Shared Voting Power
16,629,667 shares of Common Stock*
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
16,629,667 shares of Common Stock*
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| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,629,667 shares of Common Stock*
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| 12. |
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ☐
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| 13. |
Percent of Class Represented by Amount in Row (11)
16.71%**
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| 14. |
Type of Reporting Person (See Instructions)
OO
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* Represents 16,242,012 newly issued shares of common stock,
par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”)
pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the
Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant
to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017.
** Based on 99,508,416 shares of Common Stock outstanding as
of August 31, 2020 as reported by the Company in its quarterly report on Form 10-Q for the quarterly period ended July 31, 2020.
| 1. |
Names
of Reporting Persons.
Volkswagen Aktiengesellschaft
|
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
| 3. |
SEC Use Only
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| 4. |
Source of Funds (See Instructions)
WC
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| 5. |
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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| 6. |
Citizenship or Place of Organization
Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7. |
Sole Voting Power
|
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8.
|
Shared Voting Power
16,629,667 shares of Common Stock*
|
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
16,629,667 shares of Common Stock *
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| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,629,667 shares of Common Stock *
|
| 12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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| 13. |
Percent of Class Represented by Amount in Row (11)
16.71%**
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| 14. |
Type of Reporting Person (See Instructions)
HC, CO
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* Represents 16,242,012 newly issued shares of common stock,
par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”)
pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the
Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant
to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017.
** Based on 99,508,416 shares of Common Stock outstanding as
of August 31, 2020 as reported by the Company in its quarterly report on Form 10-Q for the quarterly period ended July 31, 2020.
Item 1. Security and Issuer
This statement constitutes Amendment
Number 4 to the Schedule 13D relating to the issued and outstanding shares of common stock, par value $0.10 per share (the “Common
Stock”), of Navistar International Corporation, a Delaware corporation (the “Issuer”), and hereby
amends the Schedule 13D filed with the Securities and Exchange Commission on March 10, 2017 (the “Original 13D”),
as amended by Amendment No. 1 thereto filed on April 18, 2018 (“Amendment No. 1”), Amendment No. 2 thereto filed
on January 30, 2020 (“Amendment No. 2”), and Amendment No. 3 thereto filed on September 10, 2020 (“Amendment
No. 3”, and collectively, with the Original 13D, Amendment No. 1 and Amendment No. 2, the “Schedule 13D”)
on behalf of the Reporting Persons to furnish the additional information set forth herein. The principal executive offices of the
Issuer are located at 2701 Navistar Drive, Lisle, Illinois 60532. All capitalized terms contained herein but not otherwise defined
shall have the meaning ascribed to such term in the Schedule 13D.
The Reporting Persons are filing
this Amendment No. 4 in connection with the proposal submitted by TRATON SE (“TRATON”) to the Board of Directors
of the Issuer described in Item 4 below.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented by adding
the following paragraphs:
On
October 14, 2020, TRATON delivered a letter (the “October 14 Letter”) to the Board of Directors of the Issuer
in which TRATON informed the Issuer that its September 10 offer of USD 43.00 per share in cash for all of the outstanding shares
of the Issuer’s Common Stock, other than any shares held by TRATON or its affiliates, represents TRATON’s best and
final offer and would expire at 6pm CET on October 16, 2020, unless prior to that time the Issuer’s Board has notified TRATON
in writing of its willingness to proceed with discussions with a view to entering into a transaction at that price.
Further to the original
Proposal delivered on January 30, 2020, the October 14 Letter is subject to certain conditions, including the negotiation of
a definitive merger agreement and support agreements, and the approval of the agreed transaction by the relevant boards at
TRATON and at Volkswagen. No assurance can be given that a definitive merger agreement with respect to the October 14 Letter
will be entered into or whether the proposed transaction will eventually be consummated. On October 14, 2020, TRATON issued a
press release.
The
October 14 Letter could result in one or more of the actions specified in clauses (a)−(j) of Item 4 of Schedule 13D,
including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary transaction involving
the Issuer, a change to the present Board of Directors of the Issuer, a change to the present capitalization or dividend policy
of the Issuer, the delisting of the Issuer’s securities from the New York Stock Exchange, and a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. One or more of
the Reporting Persons may take actions in furtherance of the October 14 Letter or any amendment thereof.
The
Reporting Persons may at any time, or from time to time, amend, pursue, or choose not to pursue the October 14 Letter; change the
terms of the October 14 Letter, including the price, conditions, or scope of the transaction; take any action in or out of the
ordinary course of business to facilitate or increase the likelihood of consummation of the transaction described in the October
14 Letter; otherwise seek control or seek to influence the management and policies of the Company; or change their intentions with
respect to any such matters.
A
copy of the October 14 Letter is filed as Exhibit 12 to this Schedule 13D, and is incorporated by reference into this Item 4. A
copy of the press release issued by TRATON is filed as Exhibit 13 to this Schedule 13D, and is incorporated by reference into
this Item 4.
Item 6. Contracts, Arrangements, Understandings
or Relationships with respect to Securities of the Issuer
Item
6 of the Schedule 13D is hereby supplemented by incorporating by reference in its entirety the description of the October 14 Letter
and the other matters set forth in Item 4 above.
Item 7. Material to be Filed as Exhibits
Exhibit 12: October 14 Letter,
from TRATON SE to the Board of Directors of Navistar International Corporation dated as of October 14, 2020 (filed herewith).
Exhibit 13: TRATON SE Press Release,
dated as of October 14, 2020 (filed herewith).
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| TRATON SE |
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| 14 October, 2020 |
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| Date |
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| /s/ Matthias Gründler |
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| Signature |
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| Matthias Gründler, Chief Executive Officer |
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| 14 October, 2020 |
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| Date |
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| /s/ Christian Schulz |
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| Signature |
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| Christian Schulz, Chief Financial Officer |
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| VOLKSWAGEN AG |
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| 14 October, 2020 |
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| Date |
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| /s/ Matthias Gründler |
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| Signature |
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| Matthias Gründler, Chief Executive Officer of TRATON SE |
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| 14 October, 2020 |
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| Date |
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| /s/ Christian Schulz |
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| Signature |
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| Christian Schulz, Chief Financial Officer of TRATON SE |
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