*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
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
AF
|
5.
|
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
Germany
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
Sole Voting Power
|
8.
|
Shared Voting Power
16,629,667 shares of Common Stock*
|
9.
|
Sole Dispositive Power
|
10.
|
Shared Dispositive Power
16,629,667 shares of Common Stock*
|
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)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
16.70%**
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
* 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. TRATON contributed 16,629,667 shares of Common Stock to TRATON
US Inc. on February 25, 2021.
** Based on 99,596,669 shares of Common Stock outstanding as
of November 30, 2020, as reported by the Company in its annual report on Form 10-K for the fiscal year ended October 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
|
4.
|
Source of Funds (See Instructions)
WC
|
5.
|
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
Germany
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
Sole Voting Power
|
8.
|
Shared Voting Power
16,629,667 shares of Common Stock*
|
9.
|
Sole Dispositive Power
|
10.
|
Shared Dispositive Power
16,629,667 shares of Common Stock *
|
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)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
16.70%**
|
14.
|
Type of Reporting Person (See Instructions)
HC, CO
|
* 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. TRATON contributed 16,629,667 shares of Common Stock to TRATON
US Inc. on February 25, 2021.
** Based on 99,596,669 shares of Common Stock outstanding as
of November 30, 2020, as reported by the Company in its annual report on Form 10-K for the fiscal year ended October 31, 2020.
1.
|
Names of Reporting Persons.
TRATON US Inc.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions)
AF
|
5.
|
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6.
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
Sole Voting Power
|
8.
|
Shared Voting Power
16,629,667 shares of Common Stock*
|
9.
|
Sole Dispositive Power
|
10.
|
Shared Dispositive Power
16,629,667 shares of Common Stock*
|
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)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
16.70%**
|
14.
|
Type of Reporting Person (See Instructions)
CO
|
* 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. TRATON contributed 16,629,667 shares of Common Stock to TRATON
US Inc. on February 25, 2021.
** Based on 99,596,669 shares of Common Stock outstanding as
of November 30, 2020, as reported by the Company in its annual report on Form 10-K for the fiscal year ended October 31, 2020.
Item 1. Security and Issuer
This statement (this “Statement”)
constitutes Amendment Number 8 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”), Amendment No. 3 thereto filed on September 10,
2020 (“Amendment No. 3”), Amendment No. 4 thereto filed on October 14, 2020 (“Amendment No. 4”),
Amendment No. 5 thereto filed October 19, 2020 (“Amendment No. 5”), Amendment No. 6 thereto filed November 7,
2020 (“Amendment No. 6”) and Amendment No. 7 thereto filed on December 4, 2020 (“Amendment No. 7”
and collectively, with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and
Amendment No.6, 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 purpose of this Statement
is to report that the shares of Common Stock previously held directly by TRATON SE, a public company organized under the laws of
Germany (“TRATON”) have been contributed to and are now held directly by TRATON US Inc., a private Delaware
corporation and indirect wholly owned subsidiary of TRATON (“TRATON US”). The contribution resulted in no change
to the aggregate amount of Common Stock beneficially owned by TRATON or Volkswagen AG, a public company organized under the laws
of Germany (“Volkswagen”).
Item 2. Identity and Background
Items 2(a) and 2(b) are hereby
amended in their entirety by replacing them with the following:
(a) Pursuant to Exhibit 20,
this Statement is being filed jointly and on behalf of TRATON, TRATON US and Volkswagen (together with TRATON and TRATON US, the
“Reporting Persons”).
(b) The business address of
TRATON is Dachauer Str. 641, 80995 München, the business address of Volkswagen is Berliner Ring 2, 38440 Wolfsburg, Germany
and the business address of TRATON US is c/o Corporation Service Company at 251 Little Falls
Drive, City of Wilmington, County of New Castle, Delaware 19808. The name, business address, present principal occupation
or employment (and the name, principal business and address of any corporation or other organization in which such employment is
conducted) and citizenship of each director and executive officer of the Reporting Persons is set forth on Schedule A and incorporated
by reference. Schedule A is hereby amended in its entirety by replacing it with the Schedule A attached to this statement.
Item 2(c) is hereby amended
and supplemented by adding the following paragraph.
(c) TRATON
US is an indirect subsidiary of TRATON. TRATON US has not carried on any activities or operations to date, except for those activities
incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement and the Contribution
(as defined below).
Item 3. Source and Amount
of Funds or Other Consideration
Item 3 is hereby amended and supplemented
by adding the following paragraph:
On February 25, 2021 TRATON
and TRATON International S.A., a Luxembourg corporation (“TRATON International”), entered into a Contribution
Agreement, pursuant to which TRATON contributed 16,629,667 shares of Common Stock to TRATON International in exchange for two preferred
shares of TRATON International (the “Initial Contribution”).
On February 25, 2021 and immediately
after the Initial Contribution TRATON International and TRATON US entered into a Contribution Agreement, pursuant to which TRATON
International contributed 16,629,667 shares of Common Stock to TRATON US in exchange for two shares of preferred stock of TRATON
US (the “Second Contribution” and together with the Initial Contribution, the “Contribution”).
Item 4. Purpose of the Transaction
Item 4 is hereby amended and supplemented
by incorporating by reference the information provided in Item 3.
Item 5. Interest in Securities
of the Issuer
Items 5(a) - (c) are hereby
amended in their entirety by replacing them with the following:
(a) The information relating
to the beneficial ownership of Common Stock by each of the Reporting Persons as set forth in rows 7 through 13 of the cover pages
hereto is incorporated by reference. TRATON US is the beneficial owner of 16,629,667 shares of Common Stock, which represents 16.70%
of the shares of Common Stock outstanding based on 99,596,669 shares of Common Stock outstanding as of November 30, 2020, as reported
by the Issuer in its annual report on Form 10-K for the fiscal year ended October 31, 2020. Volkswagen and TRATON are deemed to
have beneficial ownership of the 16,629,667 shares of Common Stock owned beneficially by TRATON US. Except as set forth in this
Item 5(a), none of the Reporting Persons, and, to the best of their knowledge, none of the persons named in Schedule A hereto owns
beneficially any shares of Common Stock.
(b) TRATON US has shared power
to vote and dispose of 16,629,667 shares of Common Stock. TRATON has shared power to vote and dispose of 16,629,667 shares of Common
Stock. Volkswagen has shared power to vote and to dispose of 16,629,667 shares of Common Stock.
(c) The following transactions
in shares of Common Stock of the Issuer during the 60 days preceding the date hereof were effected by persons identified in Item
2:
The information in Item 3 is
incorporated herein by reference.
Item 6. Interest in Securities
of the Issuer
Item 6 is hereby amended and supplemented
by incorporating by reference the information provided in Item 3 and is further amended and supplemented by adding the following
paragraph:
In
connection with the Contribution, on February 25, 2021 TRATON US entered into a Joinder to the Stockholder Agreement (the “Joinder
Agreement”), pursuant to which TRATON US agreed to assume all of the rights and obligations
of TRATON under the Stockholder Agreement.
Item 7. Material to be Filed as Exhibits
Exhibit 20: Joint Filing Agreement,
dated as of February 25, 2021, by and between the Reporting Persons (filed herewith).
Exhibit 21: Contribution Agreement,
dated as of February 25, 2021, by and between TRATON and TRATON International (filed herewith).
Exhibit 22: Contribution Agreement,
dated as of February 25, 2021, by and between TRATON International and TRATON US (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
|
|
|
|
|
|
February 26, 2021
|
|
Date
|
|
|
|
|
|
/s/ Matthias Gründler
|
|
Signature
|
|
|
|
|
|
Matthias Gründler, Chief Executive Officer
|
|
|
|
|
|
February 26, 2021
|
|
Date
|
|
|
|
|
|
/s/ Christian Schulz
|
|
Signature
|
|
|
|
|
|
Christian Schulz, Chief Financial Officer
|
|
|
|
|
|
VOLKSWAGEN AG
|
|
|
|
|
|
February 26, 2021
|
|
Date
|
|
|
|
|
|
/s/ Gunnar Lars Kilian
|
|
Signature
|
|
|
|
|
|
Gunnar Lars Kilian, Member of the Board of Management
|
|
|
|
|
|
February 26, 2021
|
|
Date
|
|
|
|
|
|
/s/ Jürgen Rittersberger
|
|
Signature
|
|
|
|
|
|
Jürgen Rittersberger, SVP Group Strategy and Secretary General
|
|
TRATON US INC.
|
|
|
|
|
|
February 26, 2021
|
|
Date
|
|
|
|
|
|
/s/ Do Young Kim
|
|
Signature
|
|
|
|
|
|
Do Young Kim, Chairman
|
|
|
|
|
|
February 26, 2021
|
|
Date
|
|
|
|
|
|
/s/ Franz Haslinger
|
|
Signature
|
|
|
|
|
|
Franz Haslinger, Secretary and Treasurer
|