<Page 1>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
.................................................................
NAVISTAR INTERNATIONAL CORPORATION
................................................................
Steven K. Covey
Corporate Secretary
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: __/
4) Proposed maximum aggregate value of transaction:
__/ Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<Page 2>
NAVISTAR INTERNATIONAL CORPORATION
455 NORTH CITYFRONT PLAZA DRIVE
CHICAGO, ILLINOIS 60611
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
TO BE HELD
MARCH 15, 1995
TO THE SHAREOWNERS:
The Annual Meeting of Shareowners of Navistar International
Corporation, a Delaware corporation (the "Corporation"), will be
held at the Arthur Rubloff Auditorium of the Art Institute of
Chicago, Monroe Street and Columbus Drive, Chicago, Illinois 60603,
on March 15, 1995, at 10:15 a.m., Central Standard Time, for the
following purposes:
1. To elect four directors to serve for three year terms
until the 1998 Annual Meeting of Shareowners (the Board
of Directors of the Corporation recommends a vote FOR the
four nominees named in the Proxy Statement);
2. To consider and act upon a proposal to ratify the
appointment of Deloitte & Touche LLP as independent
public accountants for the current fiscal year (the Board
of Directors of the Corporation recommends a vote FOR
this proposal); and
3. To transact such other business as may properly come
before the meeting or any adjournment or adjournments
thereof.
Shareowners of record of the Common Stock of the Corporation
at the close of business on January 17, 1995, are entitled to
notice of and to vote at this meeting.
PLEASE SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY in the
enclosed envelope which does not require postage if mailed in the
United States or Canada.
By order of the Board of Directors,
Steven K. Covey
Secretary<PAGE>
<Page 3>
PROXY STATEMENT
Navistar International Corporation
455 North Cityfront Plaza Drive
Chicago, Illinois 60611
Annual Meeting of Shareowners: March 15, 1995
PROXY
This Proxy Statement is being mailed on or about January 27,
1995, to holders of Common Stock, but not including Class B Common
Stock, ("Common Stock") of Navistar International Corporation
("Navistar" or the "Corporation") in connection with the
solicitation of proxies by Navistar's Board of Directors (the
"Board of Directors" or the "Board"). The Annual Meeting of
Shareowners ("Annual Meeting") will be held at the Arthur Rubloff
Auditorium of the Art Institute of Chicago, Monroe Street and
Columbus Drive, Chicago, Illinois 60603, on March 15, 1995, at
10:15 a.m., Central Standard Time. To assure greatest
representation at the Annual Meeting, the Board requests that all
shareowners sign and return promptly the enclosed proxy. The proxy
is solicited by the Board of Directors. Only shareowners of record
at the close of business on January 17, 1995, will be entitled to
vote at the Annual Meeting. The persons named as proxies were
selected by the Board of Directors and are either directors or
officers of the Corporation or both. Shareowners may have their
votes kept secret by so indicating in the designated place on the
proxy card. If a shareholder is a participant in the Corporation's
401(k) Retirement Savings Plan, the proxy card will represent the
number of shares allocated to the participant's account under the
plan and will serve as a direction to the plan's trustee as to how
the shares in the account are to be voted.
Any shareowner giving a proxy has the power to revoke it by
written revocation delivered to the Corporate Secretary at any time
before it is voted. If not revoked, the shares represented by the
proxy will be voted by the persons named as proxies, and, if the
shareowner specifies a choice with respect to a Proposal (a ballot
is provided in the proxy), the shares will be voted in accordance
with that specification. If no such specification is made, the
shares will be voted in accordance with the Board of Directors'
recommendation. Director nominees receiving the greatest number
of votes will be elected directors. The affirmative vote of the
holders of a majority of the outstanding Common Stock present
(whether in person or by proxy) and voting at the Annual Meeting
will be required to approve each other Proposal. As to each
Proposal, abstentions will be included, but broker non-votes will
not be included, in the calculation of the number of holders who
are considered present and voting at the Annual Meeting.
VOTING SECURITIES OF THE CORPORATION
As of January 6, 1995, there were outstanding 50,063,630
shares of Common Stock. Holders of Common Stock are entitled to
one vote per share, exercisable in person or by proxy, with respect
<Page 4>
to all matters to come before the Annual Meeting. Under the
Corporation's By-laws, shareowners holding at least one-third (1/3)
of the outstanding shares of Common Stock, entitled to vote, must
be present in person or by proxy at the Annual Meeting to
constitute a quorum.
PROPOSAL NO. I - ELECTION OF DIRECTORS
The Corporation has three classes of directors, each with
staggered terms, with the members of each class serving a three
year term on the Board. At this Annual Meeting, the terms of the
Class II directors will expire.
The Board's retirement policy provides for directors'
retirement prior to the first annual meeting of shareowners which
is held after the date they attain age 70. In October, 1992 the
Board suspended this policy for a two year period. The policy went
back into effect in October, 1994, and at that time, the Board
amended its retirement policy to provide that the policy shall not
apply to the following persons until the following dates: as to
Messrs. Booth and Hansen, the date of the 1996 annual meeting of
shareowners; and as to Mr. Anderson, the date of the 1997 annual
meeting of shareowners. Admiral Zumwalt (a director since 1984)
and Mr. Lennox (a director since 1982), are retiring from the Board
on March 15, 1995. Under the By-laws, any portion of a director's
term which remains at the time of his or her resignation or
retirement may be completed by a person appointed by the Board or
the Board may choose to reduce the number of members of the Board.
In October, 1994, the Board increased its size from 15 to 16
directors, elected Mr. John Correnti as a director and assigned him
to Class III. His biography is written below.
The Class II nominee directors are Wallace W. Booth, Mary
Garst, Dr. Arthur G. Hansen and John R. Horne. These persons have
been nominated for election to three year terms expiring in 1998,
and until their successors are elected or appointed and qualified.
The Corporation's By-laws provide that nominations for election to
the office of director at a meeting of shareowners will be
accepted, and votes cast for a nominee will be counted, only if the
Corporate Secretary has received, at least twenty-four hours prior
to the Annual Meeting, a statement over the signature of the
nominee that he or she consents to being a nominee and, if elected,
intends to serve as a director. Each nominee has complied with
this requirement. All of the nominees are now directors of the
Corporation and have served continuously since their first election
or appointment. Class I and Class III directors will continue in
office for the remainder of their terms or until their retirement,
whichever is earlier.
If any nominee is unable to accept the office of director, or
will not serve, which is not anticipated, the Board may choose
another nominee, and the shares represented by the proxies will
then be voted for that nominee.
<Page 5>
DIRECTORS BIOGRAPHIES
NOMINEES FOR ELECTION AS CLASS II DIRECTORS CONTINUING IN OFFICE
UNTIL 1998
WALLACE W. BOOTH, 72, director since 1981. He is the retired
Chairman of the Board of Ducommun Incorporated, a Los Angeles based
corporation engaged principally in the manufacture of components
and assemblies for the aerospace industries. Mr. Booth joined
Ducommun as President, Chief Executive Officer and a director in
1977 and became Chairman in 1978. In 1988 he relinquished the
positions of President and Chief Executive Officer and retired as
Chairman at the end of 1988. From 1975 to 1977 Mr. Booth was
President, Chief Executive Officer and a director of United Brands
Corporation. He is a director of Litton Industries, Inc., Rohr,
Inc. and First Interstate Bank of California. He also is trustee
of the University of Chicago. Committees: Finance and
Organization (Chair).
MARY GARST, 66, director since 1977. She is Manager, Cattle
Division, Garst Company of Coon Rapids, Iowa, a diversified
agri-business enterprise involved in the production of hybrid seed
corn, commercial feed grains, fertilizer, as well as an integrated
cow-calf and feed lot operation. Ms. Garst has been active in the
business of the Garst Company for many years, assuming her present
position in 1974. Committees: Audit and Public Policy (Chair).
DR. ARTHUR G. HANSEN, 69, director since 1974. He is an education
consultant since 1986. Dr. Hansen is the former Chancellor, Texas
A&M University System from 1982 to 1986, the former President of
Purdue University, 1971 to 1982, and the former President of the
Georgia Institute of Technology, 1969 to 1971. He is a director
of American Electric Power Company, Inc., International Paper
Company and Interlake Corporation. He is a member of the National
Academy of Engineering, a Commissioner at Indiana Commission for
Higher Education and a fellow of the American Association for the
Advancement of Science. Committees: Audit, Executive and
Organization.
JOHN R. HORNE, 56, director since 1990. He is President and Chief
Operating Officer since 1990. The Corporation has announced that
Mr. Horne will succeed Mr. Cotting as Chief Executive Officer when
Mr. Cotting retires from that position at the end of March, 1995.
Prior to his present assignment, he served as Group Vice
President - General Manager, Engine and Foundry Group from March,
1990 to November, 1990; Vice President and General Manager, Engine
and Foundry Group from 1983 to 1990; Manager, Engine Engineering
from 1980 to 1983; and Manager, Diesel Engine Engineering from 1977
to 1980. Mr. Horne serves on the Board of Directors of the
American Trucking Association Foundation, is Chairman of the Board
of Trustees of Taylor University in Upland, Indiana, and serves on
the Mechanical Engineering Advisory Board for Purdue University.
Committee: Executive.
<PAGE>
<Page 6>
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL 1996
WILLIAM F. ANDREWS, 63, director since 1984. He is a Consultant
and the retired Chairman of several public companies. From 1990
to January 1992, he was President and Chief Executive Officer of
UNR Industries, Inc., a manufacturer of steel products. He was
President of Massey Investment Company from 1989 to 1990. He was
Chairman, President and Chief Executive Officer of Singer Sewing
Machines, Inc. from 1986 to 1989. From 1979 to 1986, Mr. Andrews
served as Chairman, President and Chief Executive Officer of
Scovill, Inc. He is a director of Harley Davidson, Inc., Johnson
Controls, Inc., Katy Industries, Inc., Southern New England
Telephone Company, PTH Holdings, Inc., Black Box and Micom
Communications, Corrections Corp. of America, Northwestern Steel
& Wire and Directorship Publications. He also serves as Chairman
of the American Red Cross in Waterbury, Connecticut. Committees:
Executive, Organization and Public Policy.
DR. ANDREW F. BRIMMER, 68, director since 1976. He is President
of Brimmer & Company, Inc., an economic and financial consulting
firm in Washington, D.C. In addition, he is the Wilmer D. Barrett
Professor of Economics at the University of Massachusetts -
Amherst. Dr. Brimmer served as a member of the Board of Governors
of the Federal Reserve System from 1966 to 1974. He is a director
of E. I. DuPont de Nemours & Company, Airborne Express, Bank
America Corporation and Bank of America, NT and SA, Gannett
Company, Bell South Corporation, Connecticut Mutual Life Insurance
Company, Blackrock Investment Income Trust (and other Blackrock
Mutual Funds), and PHH Corporation. He is a trustee of the College
Retirement Equities Fund. Dr. Brimmer is a member of the American
Association of Collegiate Schools of Business (National Honoree),
American Economic Association, American Finance Association,
American Statistical Association, Council on Foreign Relations,
National Economic Association and Eastern Economic Association
(Fellow and Past President). He is a fellow of American Academy
of Arts and Sciences, American Philosophical Society, National
Association of Business Economists and Washington Academy of
Sciences. He is a trustee of Tuskegee University (Chairman of the
Board). He also is a member of the Association for Study of
Afro-American Life and History. Committees: Audit (Chair),
Finance and Public Policy.
JOHN D. CORRENTI, 47, director since 1994. He is President and
Chief Operating Officer and a director of Nucor Corporation, one
of the four largest steel manufacturers in the country, since 1991.
Mr. Correnti joined Nucor as Construction Manager in Utah in 1980,
and in 1982 became General Manager of the company's mill in Brigham
City, Utah. He is a director of Harnischfeger, Inc., Southern
Regional Board of Wacovia Bank, Steel Manufacturers Association,
Steel Service Center Foundation and Charlotte Chamber of Commerce.
Committees: Audit and Organization.
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL 1997
JACK R. ANDERSON, 69, director since 1989. He is President of
Calver Corporation, a health care consulting and investment firm
since 1982. He is a director of FHP International Corporation,
Horizon Mental Health Management, Inc., Manor Care, Inc. and United
Dental Care, Inc. Committees: Audit and Public Policy.
<Page 7>
JAMES C. COTTING, 61, director since 1983. He is Chairman and
Chief Executive Officer since 1987. The Corporation has announced
that Mr. Cotting will retire from his position as Chief Executive
Officer at the end of March, 1995. His successor as Chief
Executive Officer will be Mr. Horne. Mr. Cotting will continue to
be the Chairman of the Board of Directors. Prior to his present
assignment, he served as Vice Chairman and Chief Financial Officer
from 1983 to 1987; Executive Vice President, Finance and Planning,
from 1982 to 1983; Senior Vice President, Finance and Planning,
from 1979 to 1982. He is a director of USG Corporation, Asarco
Incorporated and Interlake Corporation. He is a member of the
Board of Directors of the National Association of Manufacturers and
a member of the Conference Board. He is a director of Junior
Achievement of Chicago and a trustee of the Adler Planetarium.
Committees: Executive (Chair) and Finance.
JERRY E. DEMPSEY, 62, director since 1984. He is Chairman of the
Board and Chief Executive Officer of PPG Industries, Inc., a
diversified global manufacturer of glass, protective coatings and
chemicals, since 1993. From 1991 until 1993, Mr. Dempsey was
Chairman of the Board and a director of Chemical Waste Management,
Inc., and Senior Vice President of WMX Technologies, Inc. From
1985 to 1991, he was President and Chief Executive Officer and a
director of Chemical Waste Management, Inc. From 1984 to 1988, he
was Vice Chairman of the Board of WMX Technologies. From 1980 to
1984, Mr. Dempsey was President and Chief Operating Officer of
Borg-Warner Corporation. He is a director of WMX Technologies,
Inc., Business Roundtable, National Association of Manufacturers,
Allegheny Conference on Community Development and United Way of
Southwestern Pennsylvania. He is Chairman of the Dean's Advisory
Board for Clemson University's School of Engineering and the
President's Advisory Council. He also is a member of the
Conference Board and the Committee on Economic Development.
Committees: Executive, Finance and Organization.
ROBERT C. LANNERT, 54, director since 1990. He is Executive Vice
President and Chief Financial Officer since 1990. Prior to his
present assignment, he served as Vice President and Treasurer from
1979 to 1990 and Assistant Treasurer from 1976 to 1979. He is a
member of the Dean's Advisory Committee, Krannert School, Purdue
University and is Vice President/Finance of the Des Plaines Valley
Council, Boy Scouts of America.
Additional Directors
In July, 1993, the Corporation restructured its postretirement
health care and life insurance benefits pursuant to a settlement
agreement which required, among other things, the addition of three
seats on Navistar's Board of Directors. These three directors are
not part of the classes referred to above.
<Page 8>
BILL CASSTEVENS, 66, director since 1993. He has served as
Secretary-Treasurer of the United Automobile, Aerospace and
Agricultural Implement Workers of America (UAW) since January, 1988
and in various other capacities with the UAW since 1962. Mr.
Casstevens has served as a trustee on the board of Medical Mutual
of Northeast Ohio (Blue Shield) and the Medical Mutual Life
Insurance Co. He served for nine years on the Board of Trustees
of Cleveland State University; the Union Eye Care Centers in Ohio;
and the Executive Committee of the United Labor Agency. He also
served in an advisory capacity to the Greater Cleveland United
Torch Services. He served on the Ohio Governor's Committee on
Occupational Safety & Health, the Governor's Judicial Review
Committee and the Governor's Health Task Force. He is a member of
the Democratic National Committee, representing Michigan. He is
a member of the Board of Directors of Blue Cross/Blue Shield of
Michigan and of the United Way of Southeastern Michigan.
Mr. Casstevens was elected to the Board of Directors by the UAW for
a term extending through July 31, 1995. Committees: Executive,
Finance and Public Policy.
RICHARD F. CELESTE, 57, director since 1993. He is a principal of
Celeste & Sabety Ltd., a public policy consulting firm based in
Columbus, Ohio since 1991. Prior to this, he served as two-term
Governor of Ohio, 1983-1991, directed the U.S. Peace Corps, 1979-
1981 and served in the U.S. Foreign Service in India. He currently
is Chairman of the Government-University-Industry Research
Roundtable of the National Academy of Sciences. He chairs the
Advisory Board of the Pacific Northwest Laboratory, and is a member
of the Board of Directors of Healthsouth Rehabilitation
Corporation, Republic Engineered Steel Incorporated, Youth Service
America, AFS Intercultural Programs, and Habitat for Humanity
International. He is a member of the Advisory Board of BP America
Inc. and Oak Ridge National Laboratory, and a member of the Board
of Advisors of The Leadership Institute at the University of
Southern California. He is a trustee of the Carnegie Corporation
of New York, and a member of the Council on Foreign Relations.
Governor Celeste was elected to the Board of Directors by the
Supplemental Trust, a retiree trust created in 1993 pursuant to the
restructuring of retiree health care and life insurance programs,
for a term extending through July 31, 1995. Committees: Audit and
Public Policy.
WILLIAM C. CRAIG, 55, director since 1993. He served as Executive
Vice President of Mack Trucks, 1989-1992. Prior to this, Mr. Craig
served as Vice President of Human Resources of Volkswagen of
America, 1982-1989, and Plant Manager, Volkswagen Stamping Plant,
1977-1982. Mr. Craig also served as General Superintendent of
Production, Chevrolet Buffalo Gear and Axle, and in various other
capacities for General Motors, 1960-1977. Mr. Craig was elected
to the Board of Directors by the Supplemental Trust, a retiree
trust created in 1993 pursuant to the restructuring of retiree
health care and life insurance programs, for a term extending
through July 31, 1995. Committees: Finance and Organization.
<PAGE>
<Page 9>
The following table sets forth information concerning the
Common Stock ownership of each director, each of the five most
highly compensated executive officers, and directors and executive
officers as a group as of December 31, 1994. Each individual owns
less than 1% of the Corporation's Common Stock. As a group, the
directors and officers own 1.0% of the Common Stock.
Name/Group Number of Shares
Owned Obtainable Total
Through
Stock Option
Exercise
Jack R. Anderson 510 1,250 1,760
William F. Andrews 800 1,750 2,550
Robert A. Boardman 15,051 10,400 25,451
Wallace W. Booth 670 1,750 2,420
John J. Bongiorno 17,295 17,200 34,495
Andrew F. Brimmer 617 1,750 2,367
Bill Casstevens 0 250 250
Richard F. Celeste 170 250 420
John D. Correnti 0 0 0
James C. Cotting 49,354 56,760 106,114
William Craig 170 250 420
Jerry E. Dempsey 700 1,750 2,450
Mary Garst 610 1,750 2,360
Arthur G. Hansen 710 1,750 2,460
John R. Horne 38,382 25,720 64,102
Robert C. Lannert 26,905 18,100 45,005
Donald D. Lennox 2,828 1,750 4,578
Elmo R. Zumwalt, Jr. 610 1,750 2,360
Directors and Executive
Officers as a Group 290,334 248,010 538,344
COMMITTEES OF THE BOARD OF DIRECTORS
There are five standing committees which assist the Board of
Directors in discharging its responsibilities. Committee
membership is noted for each director next to the director's name
in the biographical section above. Functions of the various
committees are set forth below.
EXECUTIVE COMMITTEE - The Executive Committee is composed of seven
directors, a majority of whom are not current employees of the
Corporation. The Committee represents the Board between meetings
for the purpose of consulting with officers, considering matters
of importance and either taking action or making recommendations
to the Board. The Committee did not hold any meetings in fiscal
year 1994.
AUDIT COMMITTEE - The Audit Committee is composed of seven
directors, none of whom is a current employee of the Corporation.
The Committee oversees the Corporation's financial reporting
process on behalf of the Board. During 1994, the Committee
reviewed the 1994 audit plans of Deloitte & Touche LLP and of the
Corporation's internal audit staff, reviewed the audit of the
Corporation's accounts with the independent public accountants and
the internal auditors,
<Page 10>
considered the adequacy of audit scope and, in its overview role,
reviewed and discussed with the auditors and management the
auditors' reports. The Committee recommended to the Board, subject
to shareowner approval, the selection of the Corporation's
independent public accountants. The Committee also reviewed
environmental surveys and compliance activities for the
Corporation's facilities, compliance with the Corporation's
Conflicts of Interest and Ethical Business Conduct Policies and the
expense accounts of principal executives. The independent public
accountants, the internal auditors and the Committee have
unrestricted access to each other, without management present, to
discuss the results of audit work and opinions on the adequacy of
internal accounting controls, the quality of financial reporting
and any other matter deemed appropriate. The Committee held four
meetings in fiscal year 1994, reported the results of those
meetings and made recommendations to the Board.
FINANCE COMMITTEE - The Finance Committee is composed of seven
directors, a majority of whom are not current employees of the
Corporation. The Committee reviews the Corporation's financing
requirements, custody and management of assets which fund the
pension and retirement savings plans of the Corporation's
subsidiaries, procedures by which projections and estimates of
revenues, expenses, earnings and cash flow are developed, dividend
policy and operating and capital expenditure budgets. The
Committee also monitors the Corporation's relationship and
communications with its lenders and the Corporation's financial
disclosure policy. In fiscal year 1994, the Committee held three
meetings, reported the results of those meetings and made
recommendations to the Board.
COMMITTEE ON ORGANIZATION - The Committee on Organization is
composed of seven directors, none of whom is a current employee of
the Corporation. The Committee fulfills its compensation and
management oversight role by considering and recommending to the
Board the election, title changes, structure, responsibilities and
compensation of all executive officers. The Committee also has
responsibilities for the organization of the Board of Directors.
The Committee reviews and makes recommendations to the Board
concerning nominees for election as directors. The Committee also
reviews and recommends to the Board the compensation, committee
membership and tenure policy for directors. In recommending to the
Board the nominees to be proposed for election as director, the
Committee will consider the qualifications of nominees proposed by
shareowners in writing to the Corporate Secretary provided such
nominations are accompanied by a statement over the signature of
the nominee that the individual consents to being a nominee and,
if elected, intends to serve as a director. Upon management's
recommendation, the Committee also reviews and acts upon basic
changes to non-represented employees' base compensation and
incentive and benefit plans. The Committee held eight meetings in
fiscal year 1994, reported the results of those meetings and made
recommendations to the Board.
PUBLIC POLICY COMMITTEE - The Public Policy Committee is composed
of seven directors, none of whom is a current employee of the
Corporation. The Committee reviews, advises management and makes
recommendations to the Board on corporate policy in areas of public
responsibility, such as conflict of interest, product integrity and
protection of the environment. The Committee held three meetings
<Page 11>
in fiscal year 1994, reported the results of those meetings and
made recommendations to the Board.
MEETINGS OF DIRECTORS
In fiscal year 1994, the Board of Directors held seven
meetings. The number of meetings held by the committees of the
Board of Directors are noted above. Each director of the
Corporation attended at least 75% of the aggregate meetings held
by the Board and by the Committees on which the director served.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends a vote FOR the election of
the nominees listed above as Class II directors of the Corporation.
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP, 2 Prudential Plaza,
Chicago, Illinois 60601, has examined the financial statements of
the Corporation for many years, and the Board of Directors wishes
to continue the services of this firm for the current fiscal year
ending October 31, 1995. A resolution will be presented at the
Annual Meeting to ratify the appointment by the Board of Directors
of the firm of Deloitte & Touche LLP, as independent public
accountants, to examine the financial statements of the Corporation
for the current fiscal year ending October 31, 1995, and to perform
other appropriate accounting services.
From time to time, Deloitte & Touche LLP performs some non-
audit services for the Corporation and such services were performed
by the firm in 1994. Both the Board and the Audit Committee
believe that these non-audit services have no effect on the
independence of Deloitte & Touche LLP in fulfilling its audit
responsibilities. Representatives of the firm will attend the
Annual Meeting and will have the opportunity to make a statement
if they desire to do so. They will be available to respond to
appropriate questions.
If the shareowners do not ratify the appointment of Deloitte
& Touche LLP, the selection of independent public accountants will
be reconsidered by the Board of Directors.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends a vote FOR the ratification
of its appointment of Deloitte & Touche LLP as independent public
accountants.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS' COMPENSATION
No director fees are paid to directors who are full-time
employees of the Corporation or any of its subsidiaries. Directors
who are not employees of the Corporation or any of its subsidiaries
<Page 12>
receive an annual retainer of $23,000 (one-sixth of which is paid
in the form of restricted shares of Common Stock), plus $1,000 for
each directors' meeting and each committee meeting they attend.
A non-employee director who serves as chair of a committee receives
an annual retainer of $3,000.
Non-employee directors are eligible to receive retirement fees
if they serve on the Board for at least five years. The annual
retirement fee is equal to a percentage of the annual retainer at
the time of the director's retirement. Directors who joined the
Board prior to 1994 and who retire with five years of service
receive 100% of the annual retainer. Directors who joined the
Board after that time and who retire with five years of service
receive 50% of the annual retainer, which increases by 10% for each
additional year of service, with a maximum retirement fee of 100%
of the annual retainer for ten years of service. Retirement fees
are paid to the director and, upon his or her death, to the
director's spouse, beginning on the later of the director's
retirement or age 65, and continuing until the earlier of the death
of the survivor of the director and the director's spouse or a
period equal to the number of years the director served on the
Board. A director's right to receive retirement fees will vest
automatically in the event of a change in control of the
Corporation as defined in the retirement agreement.
The Navistar 1988 Non-Employee Director Stock Option Plan
provides that every year each non-employee director will be granted
an option to purchase 500 shares of Common Stock at a price equal
to the fair market value of the Common Stock on the first business
day after the option is granted. Directors may exercise the option
at any time after one year following the date of grant. The
options expire ten years after the date of grant. <PAGE>
<Page 13>
EXECUTIVE OFFICERS' COMPENSATION
The following table shows the compensation of the five most
highly compensated executive officers of Navistar International
Corporation and of Navistar International Transportation Corp.
("Transportation") for fiscal year 1994:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Awards Payouts
Name and Principal
Position Year Salary($) Bonus($) Restricted Securities LTIP All Other
Stock Underlying Payouts Compensation
Awards Options/ ($) ($)(2)
($) (1) SARs (#)
<S> <C> <C> <C> <C> <C> <C> <C>
James C. Cotting 1994 $491,250 $200,000 $53,381 50,000 0 $10,740
Chairman and Chief 1993 $450,000 0 $27,750 0 0 $ 9,974
Executive Officer 1992 $450,000 0 $42,550 0 0 $ 9,422
John R. Horne 1994 $393,000 $150,000 $42,623 50,000 0 $ 6,191
President and Chief 1993 $360,000 0 $21,375 0 0 $ 5,999
Operating Officer 1992 $360,000 0 $32,775 0 0 $ 5,671
Robert C. Lannert 1994 $283,833 $110,000 $30,304 50,000 0 $ 3,533
Executive V.P. and 1993 $260,000 0 $16,313 0 0 $ 3,242
Chief Financial Officer 1992 $260,000 0 $25,013 0 0 $ 2,997
John J. Bongiorno 1994 $233,750 $ 79,670 $18,068 9,200 0 $ 3,630
Group V.P./General Mgr. 1993 $220,000 0 $ 9,188 0 0 $ 3,239
Financial Services 1992 $220,000 0 $14,088 0 0 $ 2,958
Robert A. Boardman 1994 $223,333 $ 87,177 $18,068 9,200 0 $ 1,664
Senior Vice President 1993 $205,000 0 $ 9,188 0 0 $ 1,449
and General Counsel 1992 $205,000 0 $14,088 0 0 $ 1,319
<FN>
(1) The number and value of the aggregate restricted stock holdings at October 31, 1994 for each
of the persons named above is as follows: Mr. Cotting, 27,980 shares with a value of $367,238
($322,219 of which represents the value of shares which will be forfeited if performance goals
are not met); Mr. Horne, 21,880 shares with a value of $287,175 ($251,777 of which represents the
value of shares which will be forfeited if performance goals are not met); Mr. Lannert, 16,210
shares with a value of $212,756 ($186,808 of which represents the value of shares which will be
forfeited if performance goals are not met); Mr. Bongiorno, 9,350 shares with a value of $122,719
($107,625 of which represents the value of shares which will be forfeited if performance goals
are not met); and Mr. Boardman, 9,350 shares with a value of $122,719 ($107,625 of which
represents the value of shares which will be forfeited if performance goals are not met).
Holders of restricted stock will receive dividends at the same time and at the same rate as other
Common Stock owners.
(2) The amounts listed under the All Other Compensation Column represent life insurance premiums
paid by the Corporation for the persons named in the Summary Compensation table.
/TABLE
<PAGE>
<Page 14>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Grant Date
Individual Grants Value
Number of % of Total
Securities Underlying Options/SARs
Options/SARs Granted to Exercise Expiration Grant Date
Granted (#) Employees in or Base Price Date Present
Name Fiscal Year ($/Sh)(3) Value($)(4)
<S> <C> <C> <C> <S> <C>
James C. Cotting 4,030 (1) 0.65 $24.81 03/16/04 $ 43,040
23,170 (2) 3.75 24.81 03/17/04 247,456
22,800 (2) 3.69 13.00 10/19/04 127,680
John R. Horne 4,030 (1) 0.65 24.81 03/16/04 43,040
17,770 (2) 2.87 24.81 03/17/04 189,784
28,200 (2) 4.56 13.00 10/19/04 157,920
Robert C. Lannert 4,030 (1) 0.65 24.81 03/16/04 43,040
11,470 (2) 1.85 24.81 03/17/04 122,500
34,500 (2) 5.58 13.00 10/19/04 193,200
John J. Bongiorno 4,030 (1) 0.65 24.81 03/16/04 43,040
5,170 (2) 0.83 24.81 03/17/04 55,216
Robert A. Boardman 4,030 (1) 0.65 24.81 03/16/04 43,040
5,170 (2) 0.83 24.81 03/17/04 55,216
<FN>
(1) - Incentive Stock Options
(2) - Non-Qualified Options
(3) - All options become exercisable one year after the date of grant.
(4) - The Black-Scholes model was used to calculate the grant date
present value of the options granted, discounted by 20% for
non-transferability, the risk of forfeiture and non-exercisability
for the first year.
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of
Securities Value
Shares Underlying Unexercised
Acquired on Value Unexercised In-the-Money
Exercise # Realized ($) Options/SARs Options/SARs
at FY End (#) at FY End ($)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
<S> <C> <C> <C> <C>
James C. Cotting 0 0 56,760/50,000 0
John R. Horne 0 0 25,720/50,000 0
Robert C. Lannert 0 0 18,100/50,000 0
John J. Bongiorno 0 0 17,200/ 9,200 0
Robert A. Boardman 0 0 10,400/ 9,200 0
</TABLE>
<PAGE>
<Page 15>
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR
Number Performance Estimated Future Payouts Under Non-stock
of Shares, or Other Price-based Plans
Units or Period Until
Other Rights Maturation Threshold Target Maximum
or Payout ($ or #) ($ or #) ($ or #)
<S> <C> <C> <S> <S> <S>
James C. Cotting 7,400 10/31/94-10/31/96 n/a n/a n/a
7,400 10/31/95-10/31/97 n/a n/a n/a
9,750 10/31/96-10/31/98 n/a n/a n/a
John R. Horne 5,700 10/31/94-10/31/96 n/a n/a n/a
5,700 10/31/95-10/31/97 n/a n/a n/a
7,783 10/31/96-10/31/98 n/a n/a n/a
Robert C. Lannert 4,350 10/31/94-10/31/96 n/a n/a n/a
4,350 10/31/95-10/31/97 n/a n/a n/a
5,533 10/31/96-10/31/98 n/a n/a n/a
John J. Bongiorno 2,450 10/31/94-10/31/96 n/a n/a n/a
2,450 10/31/95-10/31/97 n/a n/a n/a
3,300 10/31/96-10/31/98 n/a n/a n/a
Robert A. Boardman 2,450 10/31/94-10/31/96 n/a n/a n/a
2,450 10/31/95-10/31/97 n/a n/a n/a
3,300 10/31/96-10/31/98 n/a n/a n/a
<FN>
(1) All of the awards reported above are restricted shares of Common Stock which are subject to
partial or total forfeiture at the end of the performance period if the movement of an index of
the price of the Common Stock has not equalled or exceeded the movement of a similar index
(weighted for market capitalization) reflecting the stock price of the four peer companies whose
stock price performance is reflected in the performance graph on page 16. None of the
restricted shares will be forfeited if the Company's stock price performance exceeds the peer
group's performance by 15%. All of the restricted shares will be forfeited if the Company's
stock price performance is not at least equal to the peer group's performance.
/TABLE
<PAGE>
<Page 16>
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Estimated Annual Retirement Benefit Objective
Upon Normal Retirement at Age 65
(Assuming all service is earned prior to January 1, 1989)
Final
Average
Annual 35 and
Earnings 15 20 25 30 Over
<C> <C> <C> <C> <C> <C>
$ 200,000 $ 72,000 $ 96,000 $120,000 $120,000 $120,000
300,000 108,000 144,000 180,000 180,000 180,000
400,000 144,000 192,000 240,000 240,000 240,000
500,000 180,000 240,000 300,000 300,000 300,000
600,000 216,000 288,000 360,000 360,000 360,000
700,000 252,000 336,000 420,000 420,000 420,000
<CAPTION>
Estimated Annual Retirement Benefit Objective
Upon Normal Retirement at Age 65
(Assuming all service is earned after December 31, 1988)
Final
Average
Annual 35 and
Earnings 15 20 25 30 Over
<C> <C> <C> <C> <C> <C>
$ 200,000 $ 51,000 $ 68,000 $ 85,000 $102,000 $120,000
300,000 76,500 102,000 127,500 153,000 180,000
400,000 102,000 136,000 170,000 204,000 240,000
500,000 127,500 170,000 212,500 255,000 300,000
600,000 153,000 204,000 255,000 306,000 360,000
700,000 178,500 238,000 297,500 357,000 420,000
</TABLE>
The number of years of credited service as of October 31, 1994 for Mr.
Cotting is 16.0; Mr. Horne is 28.3; Mr. Lannert is 31.6; Mr. Bongiorno is
13.5 and Mr. Boardman is 5.0.
The Navistar International Transportation Corp. Retirement Plan for
Salaried Employees ("RPSE"), which covers substantially all of the salaried
employees of the Corporation and of Transportation, including officers, provides
annual retirement benefits based upon age, credited service and "final average
annual earnings" computed on the basis of the individual's highest consecutive
five years of base salary out of the ten years immediately preceding retirement,
reduced by a portion of the Social Security benefits to which it is estimated
the participant will be entitled. Benefits accrue at a lower rate for
service after December 31, 1988, than for service prior to that date.
Maximum benefits which may be provided to an employee under the RPSE are
subject to the annual pension limitation ($118,800 in 1994, indexed for
inflation) imposed for qualified plans under The Employee Retirement Income
Security Act ("ERISA"). Such benefits may be subject to further limitation
under ERISA because of participation in any defined contribution plan of the
Corporation or of Transportation. In addition, these benefits are subject to
a requirement that annual compensation in excess of an annual limit
($235,840 in 1993) is not taken into account. Legislation reducing this
compensation limit to $150,000 (indexed for inflation) became effective
January 1, 1994.
<Page 17>
With respect to eligible upper level employees who retire at or after
age 55 with at least 10 years of credited service, the Corporation and
Transportation also have a Managerial Retirement Objective ("MRO") Plan. The
MRO Plan currently provides a retirement benefit objective based upon age,
credited service and "final average annual earnings" computed on the basis of
the individual's highest consecutive five years of base salary plus certain cash
incentive compensation out of the ten years immediately preceding retirement.
Benefits accrue at a lower rate for service after December 31, 1988, than for
service prior to that date. If the annual retirement benefits of any eligible
employee from all sources from both the Corporation and/or Transportation
contributions and employee contributions (including benefits under the RPSE and
a portion of the Social Security benefits to which it is estimated the
individual will be entitled, but not including the Navistar International
Transportation Corp. 401(k) Retirement Savings Plan or any individual
deferred compensation agreements) do not equal the retirement benefit
objective under the MRO Plan, the Corporation and/or Transportation will pay
the difference to the employee.
In recognition of the need to provide a retirement benefit for
executives who, as a result of commencing employment with the Corporation or
Transportation late in their careers, are unable to attain the age and service
requirements necessary to qualify for retirement benefits under the above plans,
the Corporation and Transportation also have a Supplemental Executive
Retirement Plan ("SERP"). The SERP covers certain members of executive
management who have attained age 55, and provides annual retirement income
objectives to such members of executive management who have at least five
years of credited service, based upon age, credited service and "final average
earnings" (as defined above for purposes of the MRO Plan). SERP objectives
range from 30% to 50% of "final average earnings", and are reduced by benefits,
if any, under the RPSE and the MRO Plan, by 50% of the participant's social
security benefit and by retirement benefits from prior employers. It is
estimated that the annual benefits payable under the SERP to Mr. Cotting at his
announced retirement date of March 31, 1995, would be approximately 14% of his
"final average earnings." It is estimated that the annual benefits payable
under the SERP upon normal retirement (at age 65) to Messrs. Bongiorno and
Boardman would be approximately 8% and 11%, respectively, of their individual
"final average earnings." It is estimated that Messrs. Horne and Lannert
would derive no benefit from the SERP. Payments under the SERP in fiscal
1994 were $209,813.
In the event of a termination of employment by the Corporation or by
Transportation following a change in control of the Corporation, as defined,
certain benefits will become contractual rights and not subject to change which
is adverse to employees without their consent under the MRO Plan and the SERP
with respect to eligible employees who have accrued at least five years of
credited service as of the date of such termination.
TERMINATION ARRANGEMENTS
To assure stability and continuity of management, the Corporation has
entered into agreements with each of the persons named in the Summary
Compensation Table and with each other Executive Officer. Each agreement
provides that if the officer's employment is terminated by the Corporation for
any reason other than for cause, as defined in the agreement, the officer will
receive a lump sum payment of an amount equal to 100% of the officer's current
annual base salary. However, if the officer's employment is terminated by the
Corporation within three years after a change in control of the Corporation, the
officer will receive a lump sum payment of an amount equal to 295% of the
officer's average annual compensation during the previous five years. The
agreements' definition of a change in control of the Corporation includes the
<Page 18>
acquisition by any person or group of securities of the Corporation representing
25% or more of the combined voting power of the Corporation's then outstanding
securities. Each agreement has a term of three years and is then renewed
automatically for successive one year periods unless the Board of Directors, six
months prior to the renewal date, elects not to renew it. In addition,
Mr. Horne's agreement provides for the continuation of his salary for one year
if he leaves the Corporation.
COMMITTEE ON ORGANIZATION EXECUTIVE COMPENSATION REPORT
The Board's Committee on Organization ("Committee") makes the
compensation decisions with respect to the Corporation's executive officers and
makes recommendations to the Board regarding the compensation of the
Chairman and Chief Executive Officer, President and Chief Operating Officer and
Executive Vice President and Chief Financial Officer. The Committee is made up
exclusively of non-employee directors.
The Committee believes that the compensation program for senior
executives has been designed to provide competitive compensation if the
Corporation meets or exceeds performance criteria established by the Committee.
The performance criteria are designed to link compensation and performance and
to promote an alignment of interests between shareowners and senior executives
by encouraging and creating share ownership opportunities. The compensation
program is designed to vary compensation significantly based on performance.
The Committee reviews the compensation program each year. The Internal
Revenue Code provides that a public corporation may not deduct the amount of
annual compensation paid to certain executive officers which is more than $1
million. The provision does not apply to certain performance based compensation
which meets the requirements contained in proposed IRS regulations. Once the
regulations become final, the Committee will consider the impact of the
provision in setting future compensation policy.
The principal elements of the Corporation's executive compensation
program include base salary, annual incentive and long-term incentive.
BASE SALARY
The Committee reviews the salaries of the Corporation's executive
officers on an annual basis. The goal of the Committee is to set executive
officers' base salaries at the 50th percentile of a peer group of companies.
The Committee uses three different surveys to determine competitive base
salary levels. The three surveys are as follows: one survey is composed of
the peer companies included in the performance graph on page 16, another
consists of manufacturing companies of a similar size in sales to Navistar in
the metallurgical/fabricating industries and a third one consists of all
manufacturing companies with sales of $2 to $5 billion. From November 1,
1991 through the end of fiscal year 1993, the base salaries of all non-
represented employees were frozen and Mr. Cotting did not receive a base
salary increase during that time. As a result of the salary freeze, Mr.
Cotting's salary is below the 50th percentile of the peer group of companies.
It is the intent of the Committee to increase the base salary of the chief
executive to the 50th percentile over a period of time. Accordingly, the
Committee increased Mr. Cotting's base salary by 10% and granted 22,800
shares in non-qualified stock options at the current market value based on
his performance in improving the results of the Company.
<Page 19>
ANNUAL INCENTIVE
Annual incentive payments are made in cash based upon the attainment
of certain performance goals established by the Committee prior to the beginning
of each fiscal year. Approximately 400 participants are eligible for annual
incentive payments. The target annual incentive varies by organization level,
from 25% of base salary for managers to 50% of base salary for the Chief
Executive Officer. In 1994, the Corporation achieved its net income target but
fell short of its operating margin goals. As a result, the 1994 annual
incentive payment for Mr. Cotting included in the Summary Compensation Table on
page 9 is approximately 81% of a target annual incentive.
LONG-TERM INCENTIVE
Long-term incentive for executive officers is stock based, with 50% paid
in the form of stock options and 50% in the form of restricted shares. Stock
options are valued pursuant to the Black-Scholes formula and restricted shares
are valued at their market value on the date of issuance. Stock options are
issued at current market value on the date of grant and are not exercisable
during the first year. All restricted shares are awarded at the beginning of
the cycle. One-sixth of the restricted shares are subject to forfeiture if
employment is terminated prior to the end of the restriction period. Five-
sixths of the restricted shares are subject to forfeiture if performance
goals set by the Committee at the beginning of the cycle are not attained.
At the Chief Executive Officer level, long-term incentive is designed to
equal 80% of target cash compensation. Target cash compensation is equal to
base salary plus a target annual incentive of 50%.
The performance goals set by the Committee for the last three cycles,
each of which is three years, are based on the stock performance of the
Corporation against the stock performance of a peer group of companies made
up of Cummins, Dana, Eaton and Paccar which, along with Navistar, are the
companies that make up the Standard and Poor's Heavy Duty Truck and Parts
Index. If the Corporation's stock performance at the end of the cycle matches
the performance of the index, Mr. Cotting will earn shares equal to two times
the base amount. If the Corporation's stock performance exceeds the index by
15%, Mr. Cotting will earn shares equal to five times the base amount. Mr.
Cotting will earn a pro-rata amount if performance is between 100% of the
index and 115% of the index.
Since the Corporation did not meet the performance criteria set for the
1992-94 cycle, no performance shares were earned in 1994.
Committee on Organization
Wallace W. Booth, Chairman
William F. Andrews
John D. Correnti
William C. Craig
Jerry E. Dempsey
Arthur G. Hansen
Elmo R. Zumwalt, Jr.
<Page 20>
PERFORMANCE GRAPH
A line graph comparing the yearly percentage change in the
Corporation's cumulative total shareowner return on its Common Stock is
contained on the following page.
<PAGE>
<Page 21>
This page contains a line graph entitled "COMPARISON OF FIVE YEAR
CUMULATIVE TOTAL RETURN". It plots Navistar Common Stock, the S&P 500
Index and the S&P Heavy Duty Trucks & Parts Index. The Y axis represents
DOLLARS; the X axis represents YEARS beginning with 1989 to 1994. The values
are listed in the following table:
1989 1990 1991 1992 1993 1994
Navistar 100.0 53.1 68.8 46.9 67.8 32.8
S&P 500 100.0 92.3 123.0 134.8 154.3 158.6
S&P H-D Truck 100.0 68.5 102.2 129.5 183.4 154.6
& Parts
Assumes $100 invested on October 31, 1989 in Navistar Common Stock. S&P 500
Index and S&P Heavy Duty Trucks & Parts Index. Fiscal year ending October
31 / assumes reinvestment of dividends.
<PAGE>
<Page 22>
GENERAL
ANNUAL REPORTS
A copy of the Annual Report, which includes the Corporation's
Consolidated Financial Statements for the three years ended October 31, 1994,
was mailed to all shareowners of record as of January 17, 1995. The Annual
Report is not to be regarded as proxy soliciting materials.
PROXY SOLICITATION
The cost of the solicitation of proxies will be paid by the
Corporation. In addition to the use of the mails, proxies may be solicited
personally, or by telephone or by telegraph, by employees of the Corporation or
its subsidiaries. The Corporation will reimburse brokers and other persons
holding stock in their names, or in the names of nominees, for their expenses
for sending proxy materials to principals and obtaining their proxies.
PROPOSALS OF SHAREOWNERS
Proposals of shareowners intended to be included in next
year's proxy statement must be received by the Corporate Secretary at the
principal executive offices of Navistar International Corporation, 455 North
Cityfront Plaza Drive, Chicago, Illinois 60611, no later than the close of
business on September 29, 1995. The Corporation's policy is to include the
name, mailing address and number of shares held by any shareowner whose
proposal is included in the proxy statement.
FURTHER BUSINESS
So far as the Board of Directors knows, there are no matters
to come before the Annual Meeting other than those set forth in this Proxy
Statement. If any further business is presented to the Annual Meeting, the
persons named in the proxies will act on behalf of the shareowners they
represent according to their best judgment.
By order of the Board of Directors,
Steven K. Covey
Corporate Secretary
January 27, 1995
Page 1
NAVISTAR INTERNATIONAL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY ____
1995 A Vote FOR Items 1 and 2
is recommended by the Board
P Board of Directors
For All
1. Election of Directors - For Withheld Except
R Nominees: Wallace W. Booth,
Mary Garst,
Dr. Arthur G. Hansen, and
John R. Horne ___ ___ _________
O
2. Ratification of Appointment For Against Abstain
of Independent Public
Accountants ___ ___ ___
X
MARK HERE TO HAVE YOUR
VOTE REMAIN CONFIDENTIAL
Y
Dated___________________, 1995
X_____________________________
Signature
THIS PROXY WILL BE VOTED IN X_____________________________
ACCORDANCE WITH SPECIFICATION Signature
MADE. IF NO CHOICES ARE
INDICATED, THIS PROXY WILL BE NOTE: Please sign exactly as
VOTED FOR ITEMS 1 AND 2 name appears hereon. For Joint
accounts both owners should
sign. When signing as executor,
administrator, attorney,
trustee or guardian, etc.
please sign your full title.
NAVISTAR INTERNATIONAL CORPORATION
PROXY FOR ANNUAL MEETING TO BE HELD MARCH 15, 1994
This Proxy is Solicited on Behalf of the Board of Directors
THE UNDERSIGNED HEREBY APPOINTS JAMES C. COTTING, JOHN R. HORNE AND
ROBERT A. BOARDMAN, AND EACH OF THEM, PROXIES, WITH POWER OF
SUBSTITUTION, TO VOTE ALL STOCK OF THE UNDERSIGNED, AT THE ANNUAL
MEETING OF NAVISTAR INTERNATIONAL CORPORATION TO BE HELD MARCH 15,
1995, AND AT ANY ADJOURNMENT THEREOF, ON ANY BUSINESS THAT MAY
PROPERLY COME BEFORE THE MEETING, INCLUDING: THE PROPOSALS SHOWN
BELOW, WHICH ARE REFERRED TO BY THE SAME PROPOSAL NUMBER IN THE
NOTICE OF ANNUAL MEETING SET FORTH IN THE PROXY STATEMENT.
IMPORTANT - This proxy must be signed and dated on the reverse
side.
