-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A4phIMoaMo9ls4+dKkzmQnFcmnr7zebZpz0VhHVvIiJQCZZXhb7u7yrLbnuPV4GE bRPPfeKVVzDrG5GjUpBK+g== 0000919574-08-009636.txt : 20081209 0000919574-08-009636.hdr.sgml : 20081209 20081209171800 ACCESSION NUMBER: 0000919574-08-009636 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081205 FILED AS OF DATE: 20081209 DATE AS OF CHANGE: 20081209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FALCONE PHILIP CENTRAL INDEX KEY: 0001233569 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 081239155 BUSINESS ADDRESS: BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: 555 MADISON AVE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBERT RAYMOND J CENTRAL INDEX KEY: 0001233571 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 081239163 BUSINESS ADDRESS: BUSINESS PHONE: 205-987-5500 MAIL ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUCE MICHAEL D CENTRAL INDEX KEY: 0001233573 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 081239154 BUSINESS ADDRESS: BUSINESS PHONE: 205-987-5500 MAIL ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 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: 4201 WINFIELD ROAD STREET 2: POST OFFICE BOX 1488 CITY: WARRENVILLE STATE: IL ZIP: 60555 BUSINESS PHONE: 630-753-5000 MAIL ADDRESS: STREET 1: 4201 WINFIELD ROAD STREET 2: POST OFFICE BOX 1488 CITY: WARRENVILLE STATE: IL ZIP: 60555 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: HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. CENTRAL INDEX KEY: 0001224055 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 081239161 BUSINESS ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 205-987-5500 MAIL ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 FORMER NAME: FORMER CONFORMED NAME: HMC DISTRESSED INVESTMENT OFFSHORE MANAGER LLC DATE OF NAME CHANGE: 20030321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 081239162 BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HMC INVESTORS, L.L.C. CENTRAL INDEX KEY: 0001233566 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 081239160 BUSINESS ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 205-987-5500 MAIL ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 FORMER NAME: FORMER CONFORMED NAME: HMC INVESTORS LLC DATE OF NAME CHANGE: 20030516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBERT MANAGEMENT CORP CENTRAL INDEX KEY: 0001259933 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 081239156 BUSINESS ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 205-987-5500 MAIL ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. CENTRAL INDEX KEY: 0001371517 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 081239159 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-6970 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: HARBINGER CAPITAL PARTNERS SITUATIONS FUND, L.P. DATE OF NAME CHANGE: 20060803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC CENTRAL INDEX KEY: 0001371518 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 081239158 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-6970 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HMC - NEW YORK, INC. CENTRAL INDEX KEY: 0001371519 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 081239157 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-6970 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 p945801_ex.xml HCPMF/NAVISTAR X0303 4 2008-12-05 0 0000808450 NAVISTAR INTERNATIONAL CORP NAVZ 0001233563 HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. C/O INTERNATIONAL FUND SERVICES LIMITED THIRD FL, BISHOP'S SQUARE REDMOND'S HILL DUBLIN L2 00000 IRELAND 0 0 1 1 * See Remarks 0001224055 HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM AL 35203 0 0 1 1 * See Remarks 0001233566 HMC INVESTORS, L.L.C. 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM AL 35203 0 0 1 1 * See Remarks 0001371517 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. 555 MADISON AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 * See Remarks 0001371518 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC 555 MADISON AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 * See Remarks 0001371519 HMC - NEW YORK, INC. 555 MADISON AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 * See Remarks 0001259933 HARBERT MANAGEMENT CORP 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM AL 35203 0 0 1 1 * See Remarks 0001233569 FALCONE PHILIP 555 MADISON AVE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 * See Remarks 0001233571 HARBERT RAYMOND J 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM AL 35203 0 0 1 1 * See Remarks 0001233573 LUCE MICHAEL D 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM AL 35203 0 0 1 1 * See Remarks Equity Swap 2008-12-05 4 J 0 169600 D Common Stock 184780 1 D Equity Swap 2008-12-08 4 J 0 4734 D Common Stock 180046 1 D Equity Swap Common Stock 150000 1 D Equity Swap Common Stock 86500 1 D Equity Swap Common Stock 115000 1 D Equity Swap Common Stock 110000 1 D Equity Swap Common Stock 100000 1 D Equity Swap Common Stock 100000 1 D Equity Swap Common Stock 166667 1 D Equity Swap Common Stock 166667 1 D Equity Swap Common Stock 53000 1 D Equity Swap Common Stock 18150 1 D Equity Swap Common Stock 101000 1 D Equity Swap 2008-12-05 4 J 0 42400 D Common Stock 173620 1 D Equity Swap 2008-12-08 4 J 0 1366 D Common Stock 172254 1 D Equity Swap Common Stock 83333 1 D Equity Swap Common Stock 83333 1 D Equity Swap Common Stock 53000 1 D Equity Swap Common Stock 18150 1 D IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE "FUNDS"). ALL OTHER REPORTING PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS. These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), which is a Reporting Person. These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Management"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Philip Falcone, a member of HMC Investors and the portfolio manager of the Master Fund, Raymond J. Harbert, a member of HMC Investors, and Michael D. Luce, a member of HMC Investors. Each Reporting Person listed in Footnotes 2 and 3 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"), which is a Reporting Person. These securities may be deemed to be indirectly beneficially owned by the following Reporting Persons: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), HMC-New York, Inc. ("HMCNY"), Harbert Management Corporation ("HMC"), Philip Falcone, Raymond J. Harbert and Michael Luce. HCPSS is the general partner of the Special Situations Fund. HMCNY is the managing member of HCPSS. HMC wholly owns HMCNY. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. Each Reporting Person listed in Footnotes 5 and 6 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. On May 31, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 500,000 notional shares above or below an initial reference price of US$69.9540 per share upon close-out of any transaction. On June 4, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 150,000 notional shares above or below an initial reference price of US$65.7520 per share upon close-out of any transaction. On June 5, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 86,500 notional shares above or below an initial reference price of US$65.9350 per share upon close-out of any transaction. On June 6, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 115,000 notional shares above or below an initial reference price of US$65.2190 per share upon close-out of any transaction. On June 7, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 110,000 notional shares above or below an initial reference price of US$62.85 per share upon close-out of any transaction. On July 25, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 100,000 notional shares above or below an initial reference price of US$69.35 per share upon close-out of any transaction. On July 26, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 100,000 notional shares above or below an initial reference price of US$69.429 per share upon close-out of any transaction. On August 15, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 166,667 notional shares above or below an initial reference price of US$51.5322 per share upon close-out of any transaction. On August 16, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 166,667 notional shares above or below an initial reference price of US$48.2052 per share upon close-out of any transaction. On July 30, 2008, the Master Fund entered into an equity swap transaction with Monecor (London) Limited (t/a TradIndex) ("TradIndex"), under which TradIndex agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 53,000 notional shares above or below an initial reference price of US$54.1044 per share upon close-out of any transaction. On July 31, 2008, the Master Fund entered into an equity swap transaction with TradIndex, under which TradIndex agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 18,150 notional shares above or below an initial reference price of US$56.2567 per share upon close-out of any transaction. On August 1, 2008, the Master Fund entered into an equity swap transaction with TradIndex, under which TradIndex agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 101,000 notional shares above or below an initial reference price of US$56.4026 per share upon close-out of any transaction. On June 5, 2007, the Special Situations Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay DB an amount equal to any decrease, in the official market price of 282,900 notional shares above or below an initial reference price of US$65.9350 per share upon close-out of any transaction. On August 15, 2007, the Special Situations Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay DB an amount equal to any decrease, in the official market price of 83,333 notional shares above or below an initial reference price of US$51.5322 per share upon close-out of any transaction. On August 16, 2007, the Special Situations Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay DB an amount equal to any decrease, in the official market price of 83,333 notional shares above or below an initial reference price of US$48.2052 per share upon close-out of any transaction. On July 30, 2008, the Special Situations Fund entered into an equity swap transaction with TradIndex, under which TradIndex agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 53,000 notional shares above or below an initial reference price of US$54.10 per share upon close-out of any transaction. On July 31, 2008, the Special Situations Fund entered into an equity swap transaction with TradIndex, under which TradIndex agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 18,150 notional shares above or below an initial reference price of US$56.2567 per share upon close-out of any transaction. The equity swap transactions do not contemplate interim payments of appreciation or depreciation of the shares, and the Master Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any Share under the equity swap transactions. Each equity swap transaction may be closed out by the Master Fund at any time. The equity swap transactions do not contemplate interim payments of appreciation or depreciation of the shares, and the Special Situations Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any Share under the equity swap transactions. Each equity swap transaction may be closed out by the Special Situations Fund at any time. On December 5, 2008 and December 8, 2008, the Master Fund closed out certain equity swap transactions with DB in the amount of 169,600 and 4,734 notional shares, respectively, at a price of US$18.7721 and US$20.3939, respectively. On December 5, 2008 and December 8, 2008, the Special Situations Fund closed out certain equity swap transactions with DB in the amount of 42,400 and 1,366 notional shares, respectively, at a price of US$18.7721 and US$20.3939, respectively. (+) The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the Reporting Person. This report shall not be deemed an admission that such Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by such Reporting Person. Harbinger Capital Partners Master Fund I, Ltd., By: Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ Joel B. Piassick 2008-12-09 Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ Joel B. Piassick 2008-12-09 HMC Investors, L.L.C., By: /s/ Joel B. Piassick 2008-12-09 Harbinger Capital Partners Special Situations Fund, L.P., By: Harbinger Capital Partners Special Situations GP, LLC, By: HMC-New York, Inc., Managing Member, By: /s/ Joel B. Piassick 2008-12-09 Harbinger Capital Partners Special Situations GP, LLC, By: HMC-New York, Inc., Managing Member, By: /s/ Joel B. Piassick 2008-12-09 HMC-New York, Inc., By: /s/ Joel B. Piassick 2008-12-09 Harbert Management Corporation, By: /s/ Joel B. Piassick 2008-12-09 /s/ Philip Falcone 2008-12-09 /s/ Raymond J. Harbert 2008-12-09 /s/ Michael D. Luce 2008-12-09 -----END PRIVACY-ENHANCED MESSAGE-----