1.
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Names of Reporting Persons.
TRATON SE f/k/a Volkswagen Truck & Bus GmbH
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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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.
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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.
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,629,667 shares of Common Stock*
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12.
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Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount in Row (11)
16.76%**
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14.
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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 99,235,946 shares of Common Stock outstanding as
of November 30, 2019 as reported by the Company in its annual report on Form 10-K for the fiscal year ended October 31, 2019.
1.
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Names of Reporting Persons.
Volkswagen Aktiengesellschaft
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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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.
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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.
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,629,667 shares of Common Stock *
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12.
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Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount in Row (11)
16.76%**
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14.
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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 99,235,946 shares of Common Stock outstanding as
of November 30, 2019 as reported by the Company in its annual report on Form 10-K for the fiscal year ended October 31, 2019.
Item 1. Security and Issuer
This statement constitutes Amendment
Number 2 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”, and collectively, with the
Original 13D, 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. 2 in connection with the proposal submitted by TRATON SE (“TRATON”) to the Board of Directors
of the Issuer described in Item 4 below.
Item 3. Source and Amount of Funds or
Other Consideration
Item 3 is hereby supplemented by adding
the following paragraph:
The
description of the Proposal set forth in Item 4 below is incorporated by reference in its entirety into this Item 3. It is anticipated
that funding for the cash consideration payable pursuant to the Proposal will be obtained through one or more of bank borrowings,
capital markets transactions or an intercompany loan from Volkswagen or one of its affiliates.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented by adding
the following paragraphs:
On
January 30, 2020, TRATON delivered a letter (the “Proposal Letter”) to the Board of Directors of the
Issuer in which TRATON proposed to acquire by merger all of the outstanding shares of the Issuer’s Common Stock, other
than any shares held by TRATON or its affiliates, for a purchase price per share of Common Stock of $35 in cash (the
“Proposal”). The Proposal is subject to certain conditions, including in particular the conduct of due
diligence exercise, the negotiation of a definitive merger agreement and support agreements, the approval of the agreed
transaction by the relevant boards at TRATON and at Volkswagen, and the granting of certain regulatory approvals. No
assurance can be given that a definitive merger agreement with respect to the Proposal will be entered into or whether the
proposed transaction will eventually be consummated. On January 30, 2020, TRATON and Volkswagen each made an “ad-hoc
announcement” mandatorily required under European capital markets regulations and issued a press release in connection
with the Proposal. The Issuer confirmed that it would raise no objection under certain provisions of the Stockholder
Agreement for the filing of this Amendment Number 2 to the Schedule 13D and the making of such filings, including the
“ad-hoc announcement” referred to in the prior sentence, or related similar filings in the future.
The
Proposal 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 are expected to take actions in furtherance of the Proposal or any amendment thereof.
The
Reporting Persons may at any time, or from time to time, amend, pursue, or choose not to pursue the Proposal; change the terms
of the Proposal 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 Proposal 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 Proposal Letter is filed as Exhibit 7 to this Schedule 13D, and is incorporated by reference into this Item 4. Copies
of the ad-hoc-announcements and the press release issued by Volkswagen are filed as Exhibits 8, 9, 10 to this Schedule
13D, and are incorporated by reference into this Item 4.
Item 5. Interest in Securities of the
Issuer
Item
5(a) is hereby amended 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. The Reporting Persons are each the beneficial owners of 16,629,667 shares
of Common Stock, which represents 16.76% of the shares of Common Stock outstanding based on 99,235,946 shares of Common Stock outstanding
as of November 30, 2019 (as reported on the Form 10-K for the fiscal year ended October 31, 2019).
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 Proposal and
the other matters set forth in Item 4 above.
Item 7. Material to be Filed as Exhibits
Exhibit 7: Proposal Letter, from
TRATON SE to the Board of Directors of Navistar International Corporation dated as of January 30, 2020 (filed herewith).
Exhibit 8: TRATON SE ad-hoc announcement,
dated as of January 30, 2020 (filed herewith).
Exhibit 9: Volkswagen AG ad-hoc
announcement, dated as of January 30, 2020 (filed herewith).
Exhibit 10: Volkswagen AG Press Release, dated as of January 30, 2020 (filed herewith).
Exhibit 11: Power of Attorney for
Volkswagen AG, dated as of 29 January, 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.
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TRATON SE
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30 January, 2020
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Date
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/s/ Andreas Renschler
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Signature
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Andreas Renschler, Chief Executive Officer
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30 January, 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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30 January, 2020
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Date
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/s/ Andreas Renschler
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Signature
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Andreas Renschler, Chief Executive Officer of TRATON SE
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30 January, 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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