NAVISTAR INTERNATIONAL CORP false 0000808450 0000808450 2020-09-10 2020-09-10 0000808450 us-gaap:CommonStockMember 2020-09-10 2020-09-10 0000808450 us-gaap:SeriesDPreferredStockMember 2020-09-10 2020-09-10





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2020 (September 10, 2020)






(Exact name of registrant as specified in its charter)




Delaware   1-9618   36-3359573

(State or other jurisdiction of

incorporation or organization)



File No.)


(I.R.S. Employer

Identification No.)


2701 Navistar Drive

Lisle Illinois

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (331) 332-5000

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, par value $0.10   NAV   New York Stock Exchange
Cumulative convertible junior preference stock, Series D (par value $1.00)   NAV-D   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




ITEM 7.01


In accordance with General Instruction B.2. to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

On September 10, 2020, Navistar International Corporation (the “Company”) issued a press release confirming receipt of a revised proposal from TRATON SE regarding a potential transaction to acquire the Company for $43.00 per share in cash. The Company’s press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

On September 14, 2020, the Company issued a statement from its Board of Directors regarding the revised proposal from TRATON SE. The statement from the Company’s Board of Directors is attached as Exhibit 99.2 to this Current Report and is incorporated by reference herein.

Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International® brand commercial trucks, proprietary diesel engines, and IC Bus® brand school and commercial buses. An affiliate also provides truck and diesel engine service parts. Another affiliate offers financing services. Additional information is available at


ITEM 9.01


(d) Exhibits



Description of Exhibit

99.1    Press release, dated September 10, 2020, “Navistar Confirms Receipt of Revised Proposal From TRATON.”
99.2    Press release, dated September 14, 2020, “Navistar Board of Directors Issues Statement Regarding Revised Proposal From TRATON.”
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Walter G. Borst

Name:   Walter G. Borst

Executive Vice President and

Chief Financial Officer

Dated: September 14, 2020

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