0000899243-15-001642.txt : 20150724 0000899243-15-001642.hdr.sgml : 20150724 20150724174924 ACCESSION NUMBER: 0000899243-15-001642 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150722 FILED AS OF DATE: 20150724 DATE AS OF CHANGE: 20150724 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: 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: 151005434 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: 151005435 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: 151005436 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: 151005437 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: 151005438 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-07-22 0 0000808450 NAVISTAR INTERNATIONAL CORP NAV 0001194368 RACHESKY MARK H MD 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 1 0 1 0 0001552702 MHR Holdings LLC 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 0001277742 MHR FUND MANAGEMENT LLC 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 0001391121 MHR Institutional Partners III LP 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 0001391563 MHR Institutional Advisors III LLC 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 Common Stock 6180 D Common Stock 1099046 I See Footnotes Common Stock 145426 I See Footnote Common Stock 2015-07-22 4 P 0 335800 18.7669 A 14516328 I See Footnotes Common Stock 2015-07-23 4 P 0 327455 18.446 A 14843783 I See Footnotes Common Stock 2015-07-24 4 P 0 136745 18.1481 A 14980528 I See Footnotes The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $18.37 to $18.9797. The reporting persons undertake to provide to the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the ranges set forth in footnotes (1) through (3) of 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 $18.255 to $18.896. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.845 to $18.35. These securities 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. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. 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 securities held for the account of Master Account. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the securities held for the account of Master Account. (continued from footnote 4) Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. These securities 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). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. 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 securities held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the securities held for the account of Capital Partners (100). Each of Advisors, MHRC, Fund Management. MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. These securities 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. 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 securities held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the securities held for the account of Institutional Partners III. (continued from footnote 7) Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. /s/ Janet Yeung, Attorney-in-Fact 2015-07-24 EX-99 2 attachment1.htm EX-99 DOCUMENT

 EXHIBIT 99

MHR HOLDINGS LLC

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

Address: 1345 AVENUE OF THE AMERICAS 42ND FLOOR
         NEW YORK, NEW YORK 10105


MHR FUND MANAGEMENT LLC

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

Address: 1345 AVENUE OF THE AMERICAS 42ND FLOOR
         NEW YORK, NEW YORK 10105


MHR INSTITUTIONAL PARTNERS III LP

By:      MHR Institutional Advisors III LLC,
         its General Partner

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

Address: 1345 AVENUE OF THE AMERICAS 42ND FLOOR
         NEW YORK, NEW YORK 10105


MHR INSTITUTIONAL ADVISORS III LLC

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

Address: 1345 AVENUE OF THE AMERICAS 42ND FLOOR
         NEW YORK, NEW YORK 10105