Current Report


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2009

 

 

LOGO

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-9618   36-3359573

(State or other jurisdiction of

incorporation or organization)

  (Commission File No.)  

(I.R.S. Employer

Identification No.)

 

4201 Winfield Road, P.O. Box 1488, Warrenville, Illinois   60555
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (630) 753-5000

 

 

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))

 

 

 


PAGE 2

 

ITEM 7.01 REGULATION FD DISCLOSURE

Tentative SEC Settlement

On October 19, 2009, Navistar International Corporation (the “Company”) announced that it has reached a tentative settlement of the Securities and Exchange Commission’s investigation into the company’s December 2007 restatement of its financial results for 2002 through the first three quarters of 2005 that will fully resolve the matters under investigation. The Company’s press release announcing the tentative settlement is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

Planned Debt Issuances

On October 20, 2009, the Company announced that it plans to issue, subject to market conditions, $1 billion of senior notes due 2021 and $500 million of senior subordinated convertible notes due 2014. The Company’s press release announcing the planned debt issuances is attached as Exhibit 99.2 to this Current Report and is incorporated by reference herein.

Earnings Guidance

The company’s guidance for net income including and excluding the Ford settlement and related charges for its fiscal year ending October 31, 2009, is expected to be in the mid to low end of the range that was stated on September 10, 2009 during the 3 rd quarter analyst call. The softness in the U.S. and Canadian truck and bus markets was also referenced on that 3 rd quarter call and that continued softness has resulted in lower manufacturing segment profit compared to the September 10, 2009 guidance that is expected to be offset by better than expected performance in corporate SG&A and other below the line items. Further, the current guidance does not include certain potential asset impairments, such as those that may arise from developments in our Canadian operations or the potential write-off of certain unamortized debt issuance costs from the company’s 2007 term loan that will be triggered as a result of the refinancing.

Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates subsidiaries produce International ® brand commercial and military trucks, MaxxForce ® brand diesel engines, IC Bus™ brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse ® brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine service parts. Another affiliate offers financing services. Additional information is available at www.Navistar.com/newsroom .


PAGE 3

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

 

Exhibit
No.

  

Description

  

Page

99.1    Tentative SEC Settlement Press Release   
99.2    Planned Debt Issuances Press Release   

Forward Looking Statements

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and the Company assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties, and assumptions. For a further description of these factors, see Item 1A, Risk Factors, of our Form 10-K for the fiscal year ended October 31, 2008, which was filed on December 30, 2008, and Item 1A, Risk Factors, included within our Form 10-Q for the period ended July 31, 2009, which was filed on September 9, 2009. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.


PAGE 4

SIGNATURE

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.

 

   

NAVISTAR INTERNATIONAL CORPORATION

Registrant

  Date: October 20, 2009     / S / A NDREW J. C EDEROTH
     

Andrew J. Cederoth

Chief Financial Officer

Exhibit 99.1

LOGO

 

Media Contact:

  Roy Wiley, 630-753-2627    

Investor Contact:

  Heather Kos, 630-753-2406    

Web site:

  www.Navistar.com/newsroom    

 

NAVISTAR REACHES TENTATIVE SETTLEMENT WITH SEC

OVER RESTATEMENT OF 2002-2005 FINANCIAL RESULTS

WARRENVILLE, Ill. (October 19, 2009) – Navistar International Corporation (NYSE: NAV) announced today that it has reached a tentative settlement of the Securities and Exchange Commission’s investigation into the company’s December 2007 restatement of its financial results for 2002 through the first three quarters of 2005 that will fully resolve the matters under investigation.

The company said the events underlying the restatement have been under investigation by the SEC since 2006 and were the subject of an internal investigation completed by a special committee of the Navistar board of directors in December 2007.

“This settlement will enable our company to put this matter behind us and to continue our focus on building and sustaining our positive momentum on behalf of our shareowners,” said Daniel C. Ustian, Navistar chairman, president and chief executive officer.

Navistar has been providing information to and fully cooperating with the SEC in this investigation and the company and Ustian have reached an agreement with the investigative staff of the SEC that will fully resolve this matter. Under the agreement, which is subject to the approval of the commission, Navistar will consent to the entry of an administrative settlement regarding its pre-restatement accounting practices in specified areas. The company will not pay any fines or penalties.

As part of this administrative settlement with the SEC, Ustian has agreed to return some of his 2004 bonus, the only year in which a bonus was paid during the period. In addition, it is anticipated that several former Navistar employees will agree to a civil penalty.

Steven K. Covey, Navistar senior vice president and general counsel, said that Ustian and the company’s board of directors believe the settlement, which requires neither an admission nor a denial of any wrongdoing “is in the best interest of our shareholders and will avoid the expense and distraction of a potential dispute with the SEC.” Covey also noted that the company has invested heavily in systems and personnel to ensure that events that led to the restatement will not occur in the future.


About Navistar

Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International ® brand commercial and military trucks, MaxxForce ® brand diesel engines, IC Bus™ brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse ® brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine service parts. Another affiliate offers financing services. Additional information is available at www.Navistar.com/newsroom .

-30-

Exhibit 99.2

LOGO

 

Media Contact:

     Roy Wiley, 630-753-2627

Investor Contact:

     Heather Kos, 630-753-2406

Web site:

     www.Navistar.com/newsroom

NAVISTAR ANNOUNCES $1.5 BILLION DEBT OFFERINGS

WARRENVILLE, Ill., (Oct. 20, 2009) – Navistar International Corporation (NYSE:NAV) announced today that it plans to issue, subject to market conditions, $1 billion of senior notes due 2021 and $500 million of senior subordinated convertible notes due 2014. The net proceeds will be used to repay in full amounts outstanding under its $1.1 billion term loan and $400 million synthetic revolver senior unsecured credit facilities, which expire in January 2012, as well other general corporate purposes. In connection with the convertible notes offering, Navistar will grant the underwriters an over-allotment option to purchase an additional $75 million of convertible notes.

Also in connection with the convertible notes offering, Navistar may enter into convertible note hedge transactions with one or more affiliates of the underwriters (the hedge counterparties) and may also enter into warrant transactions with the hedge counterparties. The convertible note hedge transactions would be expected to reduce the potential dilution to Navistar’s common stock upon conversion of the notes. However, prior to maturity, the warrant transactions could separately have a dilutive effect on Navistar’s earnings per share to the extent that the market value per share of Navistar’s common stock exceeds the applicable strike price of the warrants.

If the underwriters exercise their overallotment option to purchase additional notes, and if Navistar has entered into the convertible note hedge and warrant transactions, Navistar may sell additional warrants and use a portion of the net proceeds from the sale of the additional notes and from the sale of additional warrants to enter into additional convertible note hedge transactions.

In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the hedge counterparties or their affiliates expect to enter into various derivative transactions with respect to Navistar’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Navistar’s common stock or the notes at that time.

In addition, the hedge counterparties or their affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Navistar’s common stock and/or purchasing or selling Navistar’s common stock in secondary market transactions following the


pricing of the notes and prior to the maturity of the notes (and are likely to do so following conversion of the notes and during any related observation period). This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the notes, which could affect Navistar’s ability to convert the notes and, to the extent the activity occurs following conversion of the notes and during any related observation period, could affect the number of shares and value of the consideration that Navistar will receive upon conversion of the notes.

The senior notes offering is being led by Credit Suisse, and the convertible notes offering is being led by J.P. Morgan. These notes will be offered and sold under the company’s shelf registration statement filed with the Securities and Exchange Commission on Oct. 20, 2009, which was effective upon filing. A copy of the prospectus can be obtained for the senior notes by contacting Credit Suisse at Attention: Prospectus Department, One Madison Avenue, New York, NY 10171 (1-800-221-1037) and for the convertible notes by contacting J.P.Morgan at Attention: Prospectus Department, 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245 (1-718-242-8002).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of the senior notes and the offering of the convertible notes are being made only by means of the related prospectus.

About Navistar

Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International ® brand commercial and military trucks, MaxxForce ® brand diesel engines, IC Bus™ brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse ® brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine service parts. Another affiliate offers financing services.

Forward-Looking Statements

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and the company assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties, and assumptions. For a further description of these factors, see Item


1A, Risk Factors of our Form 10-K for the fiscal year ended October 31, 2008, which was filed on December 30, 2008 as modified by Item 1A, Risk Factors of our Form 10-Q for the third quarter ended July 31, 2009, which was filed on September 9, 2009. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.

-30-