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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
Core Materials Corporation
-------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
218683100
-----------------
(CUSIP Number)
Robert A. Boardman, Esq.
Senior Vice President and General Counsel
Navistar International Transportation Corp.
455 North Cityfront Plaza Drive, Chicago, IL 60611
(312) 861-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 19, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [_].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
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*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).
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SCHEDULE 13D
- ------------------------ --------------
CUSIP NO. 218683100
- ------------------------ --------------
- -----------------------------------------------------------------
NAME OF REPORTING PERSON Navistar International
1 S.S. OR I.R.S. IDENTIFICATION Transportation Corp.
NO. OF ABOVE PERSON
- -----------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
-------
(b) [X]
- -----------------------------------------------------------------
SEC USE ONLY
3
- -----------------------------------------------------------------
SOURCE OF FUNDS* OO (See Item 3)
4
- -----------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) ____ Not Applicable
- -----------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
6
- -----------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
7
SHARES 4,264,000
---------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY
---------------------------------------------
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,264,000
---------------------------------------------
PERSON SHARED DISPOSITIVE POWER
10
WITH
- -----------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 4,264,000
- -----------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
_____
- -----------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
Approximately 45.0%
- -----------------------------------------------------------------
TYPE OF REPORTING PERSON* CO
14
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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SCHEDULE 13D
- ------------------------ --------------
CUSIP NO. 218683100
- ------------------------ --------------
- -----------------------------------------------------------------
NAME OF REPORTING PERSON Navistar International
1 S.S. OR I.R.S. IDENTIFICATION Corporation -- Solely due
NO. OF ABOVE PERSON to indirect ownership
through its wholly-owned
subsidiary, Navistar
International
Transportation Corp.
- -----------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
-------
(b) [X]
- -----------------------------------------------------------------
SEC USE ONLY
3
- -----------------------------------------------------------------
SOURCE OF FUNDS* OO (See Item 3)
4
- -----------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) ____ Not Applicable
- -----------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
6
- -----------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
7
SHARES 4,264,000 (See Item 5)
---------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY
---------------------------------------------
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,264,000 (See Item 5)
---------------------------------------------
PERSON SHARED DISPOSITIVE POWER
10
WITH
- -----------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 4,264,000 (See Item 5)
- -----------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
_____
- -----------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
Approximately 45.0% (See Item 5)
- -----------------------------------------------------------------
TYPE OF REPORTING PERSON* CO
14
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
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This Statement on Schedule 13D is being filed pursuant to
Rule 13d-1 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT").
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the Common Stock,
par value $0.01 per share ("COMMON STOCK"), of Core Materials
Corporation, a Delaware corporation (the "COMPANY"), a successor to
RYMAC (as defined below). The Company's principal executive offices
are located at 100 N. Fourth Street, Suite 813, Steubenville, Ohio
43952.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed jointly pursuant to Rule
13d-(1) (f) promulgated by the Securities and Exchange Commission
pursuant to Section 13 of the Securities Act of 1934, as amended (the
"ACT") by each of (i) Navistar International Transportation Corp.
("NAVISTAR"), a corporation organized under the laws of the State of
Delaware and a wholly-owned subsidiary of a holding company, Navistar
International Corporation, a corporation organized under the laws of
the state of Delaware ("NIC") and (ii) NIC, by virtue of its ownership
of all of the common stock of Navistar, NIC and Navistar are
collectively referred to herein as the "REPORTING PERSONS." The
directors and executive officers of Navistar and NIC, together with the
principal occupations or employment, citizenship and business address
of each, are listed on Schedule I attached hereto, which is
incorporated herein by reference.
The Reporting Persons may be deemed to constitute a "group"
for purposes of Section 13(d)(3) of the Act. The Reporting Persons
expressly disclaim that they have agreed to act as a group other than
as described in this Statement.
(b) Navistar and NIC's principal executive offices are
located at 455 North Cityfront Plaza Drive, Chicago, Illinois 60611 and
the telephone number is (312) 836-2000.
(c) NIC is a holding company and its principal operating
subsidiary is Navistar. Navistar operates in two principal business
segments: manufacturing and financial services. Manufacturing
operations are responsible for the manufacture and marketing of medium
and heavy trucks, including school buses, mid-range diesel engines and
service parts primarily in the United States and Canada as well as in
selected exported markets. The financial services operations consist
of Navistar Financial Corporation, its domestic insurance subsidiary
and foreign finance and insurance companies. Navistar Financial
Corporation's primary business is the retail and wholesale financing
of products sold by the manufacturing operations and its dealers within
the United States and the providing of commercial physical damage and
liability insurance to the manufacturing operations' dealers and retail
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customers and to the general public through an independent insurance
agency system.
(d) During the last five years, none of the Reporting
Persons nor, to the best knowledge of such persons, any of the persons
listed on Schedule I to this Statement, has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting
Persons nor, to the best knowledge of such person, NIC or any of the
persons listed on Schedule I to this Statement, was a party to the
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such business was or is subject
to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Navistar and Rymac Mortgage Investment Corporation ("RYMAC")
entered into that certain Asset Purchase Agreement (the "PURCHASE
AGREEMENT"), dated as of September 12, 1996, and amended as of October
31, 1996 and further amended as of December 16, 1996. The Purchase
Agreement contains certain significant conditions to closing the
transactions contemplated by the Purchase Agreement, including, without
limitation, approval of the stockholders of RYMAC, substantially all
of which conditions have now been satisfied as of December 19, 1996.
Accordingly, Navistar believes that it may be deemed to be a beneficial
owner of the shares of Common Stock covered by this Statement under
Rule 13d-3 and, thus, is filing this Statement. The transactions
contemplated by the Purchase Agreement (the "ACQUISITION") are
scheduled to close effective as of December 31, 1996 (the "CLOSING
DATE"). In connection with the closing of the transactions
contemplated by the Purchase Agreement, RYMAC's rights and obligations
under the Purchase Agreement shall be assigned to and assumed by the
Company by operation of law in connection with the merger of RYMAC with
and into the Company pursuant to an Agreement and Plan of Merger (the
"MERGER AGREEMENT") dated November 1, 1996. The Merger Agreement was
also approved by the requisite percentage of stockholders of RYMAC on
December 19, 1996.
Pursuant to the terms of the Purchase Agreement, the Company
will acquire substantially all of the assets, properties and business,
subject to the assumption of certain liabilities, of Navistar's
business conducted at 800 Manor Park Drive, Columbus, Ohio (its
"COLUMBUS PLASTICS" business) relating primarily to the manufacture,
marketing and sale of fiberglass reinforced parts (the "ASSETS"). In
consideration for the Assets, Navistar will receive (i) $25,504,000
payable by the Company in the form of a secured promissory note (the
"SECURED NOTE") and (ii) 4,264,000 shares of Common Stock representing
approximately 45.0% of the total number of shares of Common Stock
issued and outstanding on a fully diluted basis immediately after the
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Acquisition (the "STOCK ISSUANCE").
The Purchase Agreement provides that the purchase price paid
to Navistar as described above is subject to three different
post-closing adjustments as described below:
First, if Net Tangible Assets as of the Closing Date exceeds
Net Tangible Assets as of January 31, 1996, the amount of such excess
shall be paid to Navistar, at Navistar's option by (A) the issuance by
the Company to Navistar of additional shares of Common Stock (valued,
for purposes of this adjustment only, at $2.50 per share), provided
that the aggregate amount of shares of Common Stock issued to Navistar
by the Company pursuant to this adjustment, together with the shares
of Common Stock issued to Navistar in the Stock Issuance, may, subject
to the Adjustment Based on Closing Date Ownership described below, not
exceed 45% of the total number of shares of Common Stock issued and
outstanding on a fully diluted basis, (B) an increase in the principal
amount of the Secured Note, or (C) a combination of (A) or (B) above.
If Net Tangible Assets on January 31, 1996 exceeds Net Tangible Assets
as of the Closing Date, the principal amount of the Secured Note to be
delivered at the Closing shall be decreased by the amount of such
excess. For purposes hereof, "NET TANGIBLE ASSETS" means, as of the
Closing Date, the amount reflected as (Total Assets minus Intangible
Assets) minus (Total Liabilities minus Intangible Liabilities) on the
Closing Date Balance Sheet (as defined below), and as of January 31,
1996 means the amount reflected as (Total Assets minus Intangible
Assets) minus (Total Liabilities minus Intangible Liabilities) on
Navistar's books of Columbus Plastics on such date. Within 45 days
after the Closing Date, Navistar shall prepare and deliver to the
Company based upon the books and records of Columbus Plastics and
consistent with past practices, a balance sheet of Columbus Plastics
(including footnotes thereto) (the "CLOSING DATE BALANCE SHEET"), as
of the Closing Date.
Next, in the event that at any time within three years prior
to the Closing any person or Public Group was a Five Percent
Stockholder of the Company and the effect of such Five Percent
Stockholder(s), together with the issuance of shares of Common Stock
to Navistar pursuant to the terms of the Purchase Agreement, would be
to cause a 49 Percentage Point Increase (such event being a "TRIGGERING
EVENT"), then the purchase price shall be adjusted, effective as of the
Closing, as follows (the "ADJUSTMENT BASED ON CLOSING DATE OWNERSHIP"):
(A) the principal amount of the Secured Note will be increased by an
amount equal to the sum of (x) to the extent that Navistar's ownership
of Common Stock effective as of the Closing would, on account of the
operation of this adjustment, be reduced below 40% of the total shares
of Common Stock issued and outstanding as of the effective time of
Closing, the product derived by multiplying $7.50 times the total
number of Excess Shares (as defined in Clause (B) below) that, if
retained by Navistar, would cause Navistar's ownership of Common Stock
effective as of the Closing, to equal 40% of the total shares of Common
Stock issued and outstanding as of the effective time of Closing plus
(y) the product derived by multiplying the total number of all
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remaining Excess Shares times $5.00 and, (B) the number of shares of
Common Stock to be delivered to Navistar pursuant to the Purchase
Agreement shall be reduced by such number of shares (the "EXCESS
SHARES") such that the number of shares then deliverable pursuant to
the Purchase Agreement when taken together with the ownership changes
of all Five Percent Stockholder(s) of the Company within the three year
period prior to Closing would be one share short of causing a 49
Percentage Point Increase. For purposes hereof, "FIVE PERCENT
STOCKHOLDER" means any Person or Public Group whose ownership in the
Company would cause such person or Public Group to be a "5-percent
stockholder" of the Company within the meaning of Treasury Regulations
Section 1.382-2T(g) (1) (i) or (ii). "49 PERCENTAGE POINT INCREASE"
means an increase of 49 percentage points or more of the Stock (as
defined below) of the Company owned by Five Percent Stockholders over
the lowest percentage of Stock owned by such 5-percent stockholders at
any time during the three-year period preceding the Closing, such
determination to be made in accordance with Treasury Regulations
Section 1.382-2T (c) as if the Closing Date were a "testing date."
"PUBLIC GROUP" has the meaning set forth in Treasury Regulations
Section 1.382-2T(f) (13). "STOCK" means all classes of stock of the
Company, all options (as defined in Treasury Regulations Section
1.382-4 (d) (g)) to acquire stock of the Company that must be treated
as exercised pursuant to Treasury Regulation Section 1.382-4 (d) (2)
and all other interests that would be treated as stock in the Company
pursuant to Treasury Regulations Section 1.382-2T(f) (18) (iii).
Finally, if the Company's earnings before interest and taxes
("EBIT") for the Company's fiscal year ended December 31, 1997 exceed
$6,512,000 ("FORECASTED EBIT"), an amount equal to the product of (x)
the excess amount ("1997 EXCESS EBIT") multiplied by (y) 5.55 shall be
paid to Navistar by an increase in the principal amount of the Secured
Note. If the Company's EBIT for the Company's fiscal year ended
December 31, 1998 exceeds Forecasted EBIT, an amount equal to the
product of (x) the excess amount ("1998 EXCESS EBIT") less the 1997
Excess EBIT multiplied by (y) 4.50 shall be paid to Navistar by an
increase in the principal amount of the Secured Note. If the Company's
EBIT for the Company's fiscal year ended December 31, 1999 exceeds the
Forecasted EBIT, an amount equal to the product of (x) the excess
amount less the 1998 Excess EBIT multiplied by (y) 2.75 shall be paid
to Navistar by an increase in the principal amount of the Secured Note.
For purposes of this adjustment, the Company's EBIT shall be calculated
using the same methodology and based on the same types and categories
of expenses as used in the calculation of Forecasted EBIT, and shall
expressly exclude any and all other types or categories of expenses.
Notwithstanding anything herein to the contrary, the total amount by
which the principal amount of the Secured Note may be increased
pursuant to this adjustment shall not exceed $24,496,000 in the
aggregate. This contingent earn-out adjustment will be accounted for
by increasing the amount of the Secured Note and reducing the amount
of the Company's retained earnings.
The Secured Note to be issued pursuant to the Purchase
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Agreement requires the Company to pay principal installments as
follows: (i) within ninety (90) days after the end of each fiscal year
during the term of the Secured Note, the Company will pay principal in
an amount equal to the amount, if any, by which the total cash and cash
equivalents of the Company, as shown on its audited balance sheet and
statement of financial condition for the end of each such year, exceed
$3,000,000; (ii) in the event the Company obtains, from time to time,
any loan, extension of credit or other financial accommodation (other
than a revolving line of credit for working capital purposes or loans
for project finance use) to refinance the Secured Note, the Company
will promptly upon obtaining such loan pay principal in an amount equal
to the proceeds of such loan; and (iii) if not paid earlier, the
Company shall pay the entire outstanding principal amount of the
Secured Note in December 2006. The Secured Note will bear interest at
the rate of 8.0% per annum, payable semi-annually on the last business
day of each June and December. Among other things, the Secured Note
restricts the ability of the Company or any of its subsidiaries to
incur additional indebtedness, make investments, pay dividends or make
other restricted payments on its capital stock, enter into any merger,
consolidation or other extraordinary transactions or sell its assets.
The Secured Note will be secured by a first priority lien upon and
security interest in all of the Company's assets, and in connection
therewith, a mortgage and a security agreement will be executed and
delivered by the Company in the favor of Navistar.
In addition, pursuant to the Secured Note, the Company has
covenanted to use reasonable commercial efforts to obtain a Refinancing
Loan (as defined below) within six (6) months from the Closing Date in
amounts and with terms reasonably satisfactory to the Company and
Navistar (or its permitted successors, transferees and assigns).
"REFINANCING LOAN" is defined by the Secured Note to mean any loan,
extension of credit or other financial accommodation (other than a
revolving line of credit for working capital purposes or loans for
project finance use) made as of or after the Closing to the Company by
a person other than the holder of the Secured Note to refinance and pay
indefeasibly in full or in part the outstanding principal amount the
Secured Note, and which is secured by the Company's equipment or other
assets securing the Secured Note, provided that (i) the proceeds of
such loan are disbursed directly to the holder of the Secured Note
pursuant to written authorization given by the Company to the person
making the loan; and (ii) to the extent such person intends to take a
security interest in any of the Company's equipment or other assets,
such person has entered into an intercreditor agreement with the holder
of the Secured Note in form and substance acceptable to the holder of
the Secured Note. In the event that the Company obtains any
Refinancing Loan, it will be obligated pursuant to the terms of the
Secured Note to pay, promptly upon obtaining such loan, principal on
the Secured Note in an amount equal to the proceeds of such loan.
As a condition to, and simultaneously with, the consummation
of the Acquisition, Navistar and the Company shall have entered into
a Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT").
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Under the terms of the Registration Rights Agreement, the Company
granted to Navistar certain demand and "piggy-back" rights with respect
to the registration for sale under the Securities Act of 1933, as
amended, of the shares of Common Stock received pursuant to the
Purchase Agreement. Navistar shall be entitled to demand two
registrations on Form S-1 or any similar long-form registration and an
unlimited number of registrations on Form S-2 or S-3 (including shelf
registrations pursuant to Rule 415 under the Securities Act) or any
similar short-form registrations. In addition, Navistar will be
entitled to piggy-back registration rights, provided, however, that if
the managing underwriter of an offering advises the Company that the
inclusion of such shares of Common Stock would have a material adverse
effect on the offering, the Company may reduce the number of shares to
be registered in accordance with the priorities set forth in the
Registration Rights Agreement. The Company will be required to pay all
expenses in connection with any registration, except underwriting
discounts and commissions. Pursuant to the Registration Rights
Agreement, the Company shall have agreed to indemnify Navistar, its
officers, directors, legal counsel, accountants and each person who
controls Navistar against all losses, claims, damages, liabilities and
expenses caused by (i) any untrue or alleged untrue statement of
material fact contained in any registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not
misleading or (ii) any violation by the Company of the Securities Act
of 1933, as amended, or any regulation thereunder applicable to the
Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or compliance.
As a condition to, and simultaneously with, the consummation
of the Acquisition, Navistar and the Company shall have entered into
the Comprehensive Supply Agreement (the "SUPPLY AGREEMENT"). Under the
terms of the Supply Agreement, for a period of five years, Navistar
shall agree to purchase from the Company, and the Company agreed to
sell to Navistar, all of Navistar's original equipment and service
requirements for fiberglass reinforced parts using the sheet molding
composite process for components currently being manufactured by
Columbus Plastics as they currently exist and detailed in the Supply
Agreement or as they may be improved or modified (if such improvements
and modifications are approved by Navistar in writing).
As a condition to, and simultaneously with, the consummation
of the Acquisition, Navistar and the Company shall have also entered
into the Transitional Services Agreement (the "TRANSITIONAL SERVICES
AGREEMENT"). Under the terms of the Transitional Services Agreement,
Navistar will (i) provide internal financial reporting, accounting,
budgeting and tax planning and return preparation services and computer
services to the Company for a period of one year after the Closing and
the Company will pay for such services based on the actual hours
incurred, determined based on (a) all compensation costs for direct
personnel of Navistar who perform the services, (b) travel expenses
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(including meals and lodging expenses) and (c) ordinary and necessary
business expenses incurred by Navistar and (ii) provide office support
services to the Company and procure insurance on the Company's behalf
for various periods of time after the Closing depending upon the
service (up to a period of three years) and the Company will pay for
such services based on the actual hours incurred (determined as
provided above) plus the cost to Navistar in providing such services.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction for which this Statement
relates was to facilitate the Acquisition as more fully described in
Item 3.
Navistar's present intention is to hold the Common Stock for
purposes of investment. However, depending on market conditions and
other factors, including evaluation of the Company's business and
prospects, ability to dispose of the shares of Common Stock to a third
party, ability to dispose of the shares of Common Stock in the market,
availability of funds, alternative use of funds and general economic
conditions, Navistar may from time to time purchase (to the extent
permitted by the constituent documents of the Company) additional
securities of the Company or dispose of all or a portion of its
investment in the Company. In addition, Navistar may, from time to
time, enter into discussions with, and entertain proposals from,
investors or other parties that are or may be interested in investing
in or acquiring the Company.
In accordance with the terms of the Purchase Agreement, and
pursuant to the Company's constituent documents, from and after the
Closing Date and until the first annual meeting of the stockholders of
the Company following the Closing Date, the Company's Board of
Directors shall be comprised of two representatives designated by
Navistar, Thomas M. Hough and Thomas E. Rigsby (the "NAVISTAR
DIRECTORS"); two representatives designated by members of RYMAC's Board
of Directors prior to the Closing, Richard R. Conte and Malcolm M.
Prine (the "COMPANY DIRECTORS"); and one representative mutually
satisfactory to Navistar and the Company, Ralph O. Hellmold (the
"INDEPENDENT DIRECTOR"). With respect to vacancies on the initial
Board of Directors of the Company which exist at any time prior to the
first annual meeting of the stockholders of the Company following the
Closing Date, the Company Directors shall have all requisite authority
to act on behalf of the Company as a special committee of the Board of
Directors to fill vacancies created by the resignation or removal of
a Company Director, and the Navistar Directors shall have all requisite
authority to act on behalf of the Company as a special committee of the
Board of Directors to fill vacancies created by the resignation or
removal of a Navistar Director. In addition, each member of the Board
of Directors of the Company from and after the first annual meeting of
the stockholders of the Company shall generally be elected at
stockholder meetings by a plurality of the votes of the shares present
in person or represented by proxy at the meeting and entitled to vote
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on the election of directors. As a result, Navistar will have the power
to significantly influence the composition of the Company's Board of
Directors and the approval of actions requiring stockholder approval,
including (i) amendments to the Company's Certificate of Incorporation
and By-laws and (ii) mergers or sales of all or substantially all of
the assets of the Company. Furthermore, by virtue of the provision in
the Company's Certificate of Incorporation that requires the
affirmative vote of the holders of at least 66-2/3% of the then
outstanding shares of Capital Stock of the Company entitled to vote
generally in the election of directors to approve certain transactions
(including mergers and the sale, lease or exchange of substantially all
of the Company's assets) Navistar will have the ability to preclude any
such transaction regardless of the vote of the other stockholders. In
addition, in the Purchase Agreement, the Company has agreed that until
March 31, 1997 it will not take certain actions outside the ordinary
conduct of the Columbus Plastics business without the prior written
consent of Navistar.
Furthermore, certain provisions of the Company's charter
documents may have the effect of deterring a takeover of the Company.
These provisions include (i) a requirement that 66-2/3% of the
outstanding shares of capital stock entitled to vote generally in the
election of directors approve certain mergers, sales of assets or other
transactions; (ii) limitations on stockholder action by written consent
without a meeting and a minimum ownership requirements for stockholders
to call special meetings of stockholders of at least 20%; and (iii) the
imposition of a supermajority voting requirement to approve any
amendment to certain provisions of the Company's Certificate of
Incorporation.
Furthermore, as described in Item 3, the consideration to be
paid to Navistar under the Purchase Agreement has been structured such
that Navistar should be treated as owning less that 50% of the stock
value of the Company. If the consideration paid to Navistar results
in Navistar owning more than 50% of the stock value of the Company or
results in Navistar and certain stockholders of the Company owning more
than 50% of the stock value of the Company then a change in control
will occur for purposes of Code Section 382 (a "CHANGE IN CONTROL").
If a Change in Control occurs, the Company's ability to utilize the net
operating losses of the Company will be severely restricted. As
described in Item 3, the Purchase Agreement contains certain
adjustments to the amount of Common Stock that Navistar can receive
that are designed to prevent the consideration paid to Navistar from
resulting in a Change in Control. In addition, the Certificate of
Incorporation of the Company contains certain restrictions on share
ownership to prevent a Change in Control that would generally prohibit
transfers of Common Stock under circumstances which would cause a
person to hold a Prohibited Ownership Percentage or would increase the
ownership percentage of a person who has held a Prohibited Ownership
Percentage within three years prior to the proposed transfer. The
"PROHIBITED OWNERSHIP PERCENTAGE" is defined by references to complex
federal tax laws and regulations, but generally means ownership of 4.5%
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or more (based on value) of the Company's capital stock. The
prohibited transfer provision contained in the Company's Certificate
of Incorporation generally would preclude the acquisition of Common
Stock by a person who would hold a Prohibited Ownership Percentage and
would require the immediate sale of shares purported to have been
acquired by such person. The prohibited transfer provision contained
in the Company's Certificate of Incorporation may adversely affect the
marketability of Common Stock by discouraging potential investors from
acquiring stock of the Company, and could have the effect of impeding
an attempt for a person to acquire a significant or controlling
interest in the Company.
Except as otherwise described in Item 3 (including, without
limitation, the agreements and instruments described therein) and this
Item 4, none of the Reporting Persons nor, to the best knowledge of
such persons, any of the persons named on Schedule I to this Statement,
has any present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of
the Company, or the disposition of securities of the
Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or of any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Company, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business or
corporate structure, including but not limited to, if the
Company is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(g) Changes to the Company's charter, bylaws or instruments
corresponding thereto or other actions which may further
impede the acquisition of control of the Company by any
person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
<Page 16>
of a registered national securities association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Act of 1933, as amended; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Navistar shall directly beneficially own an aggregate of
4,264,000 shares of Common Stock, constituting approximately
45.0% of the outstanding shares of Common Stock. By virtue
of its ownership of all of the outstanding common stock of
Navistar, NIC may be deemed to possess indirect beneficial
ownership of the shares of Common Stock beneficially owned
by Navistar. The filing of this Statement by Navistar and
NIC shall not be construed as an admission that NIC is, for
purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this
Statement.
(b) Navistar shall have the sole power to dispose of and vote
all such shares described in clause (a) above. By virtue of
its ownership of all of the outstanding common stock of
Navistar, NIC may be deemed to possess indirect beneficial
ownership of the shares of Common Stock beneficially owned
by Navistar. The filing of this Statement by Navistar and
NIC shall not be construed as an admission that NIC is, for
purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this
Statement.
(c) Except for the Acquisition described in Item 3, and except
as set forth above, none of the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any of the
persons named on Schedule I to this Statement, has effected
a transaction in shares of Common Stock during the past 60
days.
(d) To the best knowledge of the Reporting Persons, no person
other than the Reporting Persons is known to have the right
to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of the shares of Common
Stock owned by Navistar.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Except as otherwise set forth in this Statement, to the best
<Page 17>
knowledge of the Reporting Persons, no contracts, arrangements,
understanding or relationships (legal or otherwise) exist among the
persons named in Item 2 or between such persons and any other person
with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option agreements, puts or calls, guarantees
of profits, division of profit or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7.01 Asset Purchase Agreement, as amended by Amendment No.1
to Asset Purchase Agreement (incorporated herein by reference to Annex
I to the Proxy Statement and Prospectus included in Form S-4 filed with
the Securities and Exchange Commission by the Company on November 8,
1996).
Exhibit 7.02 Amendment No. 2 to the Asset Purchase Agreement.
Exhibit 7.03 Form of Secured Note (incorporated herein by reference
to Annex II to the Proxy Statement and Prospectus included in Form S-4
filed with the Securities and Exchange Commission by the Company on
November 8, 1996, which Annex II contains the form of Secured Note to
be executed and delivered by the Company in favor of Navistar).
Exhibit 7.04 Merger Agreement (incorporated herein by reference to
Annex IV to the Proxy Statement and Prospectus included in Form S-4
filed with the Securities and Exchange Commission by the Company on
November 8, 1996 which Annex IV contains the Agreement and Plan of
Merger executed and delivered by the parties thereto).
Exhibit 7.05 Form of Registration Rights Agreement (incorporated
herein by reference to Exhibit 10-D of Form S-4 filed with the
Securities and Exchange Commission by the Company on November 8, 1996
which Exhibit 10-D contains the form of Registration Rights Agreement
to be executed and delivered by the parties thereto).
Exhibit 7.06 Agreement regarding the joint filing of Schedule 13D.
The foregoing description of the Purchase Agreement,
including the amendments thereto, the Secured Note, the Merger
Agreement, and the Registration Rights Agreement contained in this
Statement are each qualified in their entirety by reference to copies
of such agreements or, where appropriate, the forms of such
agreements), which are (or the forms of which are) included herein as
Exhibits 7.01, 7.02, 7.03, 7.04, and 7.05, respectively, and are
specifically incorporated herein by reference.
<PAGE>
<Page 18>
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.
NAVISTAR INTERNATIONAL
TRANSPORTATION CORP.
December 19, 1996 By: /s/ THOMAS M. HOUGH
- ----------------- ------------------------------
Date Thomas M. Hough
Vice President and Treasurer
NAVISTAR INTERNATIONAL CORPORATION
By: /s/ THOMAS M. HOUGH
------------------------------
Thomas M. Hough
Vice President and Treasurer
<PAGE>
<Page 19>
SCHEDULE I
Set forth below are the names and present principal
occupation or employment of each of the directors and executive
officers of Navistar and NIC. Except as otherwise indicated, all of
the persons listed below (i) are United States citizens and (ii) have
as their business address c/o Navistar International Transportation
Corp., 455 North Cityfront Plaza Drive, Chicago, Illinois 60611.
<TABLE>
<CAPTION>
DIRECTORS AND OFFICERS OF NIC
NAME TITLE PLACE OF BUSINESS
Directors:
<S> <S> <S>
John R. Horne Chairman, Navistar International Corp.
President and CEO 455 N. Cityfront Plaza Drive
Chicago, IL 60611
Robert C. Lannert Executive V.P. and Navistar International Corp.
Chief Financial 455 N. Cityfront Plaza Drive
Officer Chicago, IL 60611
William F. Andrews Chairman Schrader-Bridgeport Int'l. Inc.
2215 Sanders Road, Suite 375
Northbrook, IL 60062
Andrew F. Brimmer President Brimmer & Company, Inc.
4400 MacArthur Boulevard, N.W.
Washington, D.C. 20007
Richard F. Celeste Managing General Celeste & Sabety Ltd.
Partner 240 North 5th St., Suite 380
Columbus, OH 43215
John D. Correnti CEO, President NUCOR Corp.
and Vice Chairman 2100 Rexford Road
Charlotte, NC 28211
James C. Cotting Retired 417 Dana Lane
Barrington Hills, IL 60010
William C. Craig Retired 250 Lakeshore
Brooklyn, MI 49230
Jerry E. Dempsey Chairman of the PPG Industries, Inc.
Board & CEO One PPG Place
Pittsburgh, PA 15272
<PAGE>
<Page 20>
John F. Fiedler Chairman and CEO Borg-Warner Automotive, Inc.
200 S. Michigan Avenue
Chicago, IL 60604
Mary Garst Manager, Garst Company
Cattle Division 218 South Fifth Avenue
Coon Rapids, IA 50058
Michael N. Hammes Chairman and CEO The Coleman Company, Inc.
1526 Cole Blvd., Bldg. 3
Golden, CO 80401
Walter J. Laskowski International V.P. International Union - UAW
8000 East Jefferson Avenue
Detroit, MI 48214
William F. Patient Chairman of the The Geon Company
Board, President One Geon Center
& CEO Avon Lake, OH 44012-0122
Officers:
John R. Horne Chairman,
President and CEO
Donald DeFosset, Jr. Executive V.P.
President,
Truck Group
Robert C. Lannert Executive V.P.
and Chief Financial
Officer
Robert A. Boardman Senior V.P.
and General Counsel
Thomas M. Hough Vice President
and Treasurer
James Steven Keate Vice President
& Controller
</TABLE>
<PAGE>
<Page 21>
<TABLE>
<CAPTION>
DIRECTORS AND OFFICERS OF NAVISTAR
NAME TITLE PLACE OF BUSINESS
Directors:
<S> <S> <S>
John R. Horne President and CEO Navistar International
Transportation Corp.
455 N. Cityfront Plaza Drive
Chicago, IL 60611
Robert C. Lannert Executive V.P. & Navistar International
Chief Financial Transportation Corp.
Officer 455 N. Cityfront Plaza Drive
Chicago, IL 60611
Officers:
John R. Horne President and CEO
Donald DeFosset, Jr. Executive V.P.
President, Truck
Group
Robert C. Lannert Executive V.P. &
Chief Financial
Officer
John J. Bongiorno Group VP Navistar Financial Corporation
General Mgr., 2850 Golf Road
Financial Services Rolling Meadows, IL 60008
David J. Johanneson Group VP,
Truck Businesses
James T. O'Dare, Jr. Group VP,
Truck Sales &
Distribution
Daniel C. Ustian Group VP, Navistar International
General Manager, Transportation Corp.
Engine and Foundry 10400 West North Avenue
Melrose Park, IL 60160
Dennis W. Webb Group VP,
International
Operations &
Business Development
<Page 22>
Robert A. Boardman Senior V.P. &
General Counsel
J. V. Thompson Senior V.P.,
Employee Relations
& Administration
Thomas M. Hough V.P. & Treasurer
James L. Simonton V.P., Navistar International
Materials Management Transportation Corp.
Five Westbrook Corp. Center
Westchester, IL 60158
James Steven Keate V.P. & Controller
Thomas E. Rigsby V.P., Truck Navistar International
Manufacturing Transportation Corp.
4949 Urbana Road
Springfield, OH 45502
Dean P. Stanley V.P., Quality
Management &
Technology
Brian B. Whalen V.P., Public Affairs
</TABLE>
<PAGE>
<Page 23>
Exhibit 7.02
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
This Second Amendment to Asset Purchase Agreement (this "Second
Amendment") dated as of the 16th day of December, 1996, by and between
RYMAC Mortgage Investment Corporation, a Maryland Corporation ("Buyer")
and Navistar International Transportation Corp., a Delaware corporation
("Seller");
W I T N E S S E T H:
WHEREAS, Buyer and Seller entered into a certain Asset Purchase
Agreement dated as of September 12, 1996, and entered into a First
Amendment thereto dated as of October 31, 1996, (as so amended, the
"Agreement"), regarding the sale by Seller to Buyer of certain assets of
Seller's Columbus Plastics Operation located at 800 Manor Park Drive,
Columbus, Ohio;
WHEREAS, Buyer and Seller desire to amend the Agreement as
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and
agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to amend the Agreement as follows,
said provisions to control whenever inconsistent with the original
provisions of the Agreement, and the capitalized terms herein shall have
the same meaning as set forth in the Agreement unless stated otherwise
herein:
1. Section 6(b)(i) of the Agreement is hereby amended by deleting
the reference to "50,000,000" in the first sentence and replacing it with
"20,000,000".
2. With respect to Section 3(a)(x) of the Agreement, Buyer hereby
agrees to waive the condition to Closing which would require Seller to
have the Plastics Business's pro forma balance sheet as of January 31,
1996 audited.
3. The product descriptions and prices described in Schedule A
hereto are hereby inserted at the end of Exhibit A to the Supply
Agreement attached as Exhibit C to the Agreement.
4. Except as herein expressly set forth, all other provisions of
the Agreement shall remain unmodified and in full force and effect.
<PAGE>
<Page 24>
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed as of the date first written above.
NAVISTAR INTERNATIONAL
TRANSPORTATION CORP.
By:\s\ THOMAS M. HOUGH______
Name: Thomas M. Hough
Title: Vice President and Treasurer
RYMAC MORTGAGE INVESTMENT
CORPORATION
By: \s\ RICHARD R. CONTE_________
Name: Richard R. Conte
Title: Chief Executive Officer
<PAGE>
<Page 25>
Exhibit 7.06
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13D
________________________
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D
to which this Exhibit is attached, and such Schedule 13D is filed on
behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein;
but none of them is responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is
inaccurate.
Dated: December 19, 1996 NAVISTAR INTERNATIONAL
TRANSPORTATION CORP.
By: \s\ Thomas M. Hough_______
Its Vice President and Treasurer
NAVISTAR INTERNATIONAL
CORPORATION
By: \s\ Thomas M. Hough________
Its Vice President and Treasurer
