<page 1>
As filed with the Securities and Exchange Commission on June 16, 1997
Registration No. 333-____
_____________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________
NAVISTAR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3359573
(State or other jurisdiction (I.R.S Employer
of incorporation or organization) Identification Number)
455 North Cityfront Plaza Drive
Chicago, Illinois 60611
Telephone: (312) 836-2000
(Address of principal executive offices)
__________
NAVISTAR INTERNATIONAL CORP.
STOCK OWNERSHIP PROGRAM
(Full title of plan)
__________
Robert A. Boardman
Senior Vice President and General Counsel
Navistar International Corporation
455 North Cityfront Plaza Drive
Chicago, Illinois 60611
Telephone: (312) 836-2000
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (3) price per aggregate offering registration
share (1)(2) price (1)(2) fee
<S> <S> <C> <C> <C>
Common Stock, par 650,000 shares $16.9375 $11,009,375.00 $3,336.00
value $0.10
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h),
(2) Reflects the average of the high and low prices on the New York Stock
Exchange Composite Tape on June 12, 1997 pursuant to Rule 457(h).
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests in the plan to be offered or sold pursuant to the terms
described thereon.
</TABLE> PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) Navistar International Corporation's (the "Registrant")
Annual Report on Form 10-K for the year ended October 31, 1996.
(b) All other reports filed by the Registrant with the
Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), since October 31, 1996.
(c) The description of the Registrant's Common Stock
contained in the Registrant's Form S-1 (Registration No. 33-50327) filed
pursuant to Section 12(b) of the Exchange Act, including any amendments
or reports filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant
or the Plan pursuant to Section 13(a), 13(c), and 14 and 15(d) of the
Exchange Act, prior to filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
The Registrant is incorporated under the laws of the State of
Delaware. Section 145 of the General Corporation Law of the State of
Delaware provides that a Delaware corporation may indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceedings, provided such person acted in good faith and in
a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceedings, had no reasonable cause to believe that his conduct was
illegal. A Delaware corporation may also indemnify any persons who are,
or are threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation by reason of
the fact that such person was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or
settlement of such action or suit, provided such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be
liable to the corporation. To the extent that an officer or director is
successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
which such officer or director has actually and reasonably incurred in
connection with such defense.
Under Article Ninth of the Registrant's Restated Certificate of
Incorporation and Article XII of its By-Laws, as amended, the Registrant
shall indemnify any person who was or is made a party or is threatened to
be made party to or is otherwise involved in any action, suit or proceedings,
whether civil, criminal, administrative or investigative, by reason of the
fact that he or she is or was a director or officer of the Registrant
(including any predecessor corporation of the Registrant), or is or was
serving at the request of the Registrant as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
against all expenses, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such person in connection
therewith to the fullest extent authorized by the General Corporation Law of
the State of Delaware. Such right of indemnification shall be a contract
right and shall not be exclusive of any other right which such directors,
officers or representatives may have or hereafter acquire under any statute,
the Registrant's Restated Certificate of Incorporation, the Registrant's
By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise.
In addition, Section 102 of the General Corporation Law of the State
of Delaware allows a corporation to eliminate the personal liability of a
director of a corporation to the corporation or to any of its stockholders for
monetary damages for a breach of fiduciary duty as a director, except in the
case where the director (i) breaches his duty of loyalty, (ii) fails to act in
good faith, engages in intentional misconduct or knowingly violates a law,
(iii) authorized the payment of a dividend or approves a stock repurchase in
violation of the General Corporation Law of the State of Delaware or (iv)
obtains an improper personal benefit. Article Eighth of the Registrant's
Restated Certificate of Incorporation includes a provision which eliminates
directors' personal liability to the full extent permitted under the General
Corporation Law of the State of Delaware.
The Registrant maintains a policy of directors and officers liability
insurance covering certain liabilities incurred by its directors and officers
in connection with the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index that immediately precedes
the exhibits filed with this Registration Statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the Registration Statement is on Form
S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in the
periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and had duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
June 16, 1997.
NAVISTAR INTERNATIONAL CORPORATION
By: :_\s\ Robert C. Lannert_______________
Name: Robert C. Lannert
Title: Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
POWER OF ATTORNEY
Each person whose signature appears below does hereby make,
constitute and appoint John R. Horne, Robert C. Lannert, Robert A.
Boardman, and J. Steven Keate and each of them acting individually, true
and lawful attorneys-in-fact and agents with power to act without the other
and with full power of substitution, to execute, deliver and file, for and on
such person's behalf, and in such person's name and capacity or capacities
as stated below, any amendment, exhibit or supplement to this Registration
Statement, making such changes in the Registration Statement as such
attorney-in-fact deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed on
June 16, 1997 by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Capacity
<S> <S>
\s\ John R. Horne____________________ Chairman, President and
John R. Horne Chief Executive Officer and Director
(Principal Executive Officer)
\s\ Robert C. Lannert________________ Executive Vice President and
Robert C. Lannert Chief Financial Officer and Director
(Principal Financial Officer)
\s\ J. Steven Keate__________________ Vice President and Controller
J. Steven Keate (Principal Accounting Officer)
\s\ William F. Andrews_______________ Director
William F. Andrews
\s\ Andrew F. Brimmer______________ Director
Andrew F. Brimmer
\s\ Richard F. Celeste_______________ Director
Richard F. Celeste
\s\ John D. Correnti ________________ Director
John D. Correnti
\s\ William C. Craig _________________ Director
William C. Craig
\s\ Jerry E. Dempsey _______________ Director
Jerry E. Dempsey
\s\ John F. Fiedler __________________ Director
John F. Fiedler
\s\ Mary Garst _______________________ Director
Mary Garst
\s\ Michael N. Hammes ________________ Director
Michael N. Hammes
\s\ Walter J. Laskowski ______________ Director
Walter J. Laskowski
\s\ William F. Patient _______________ Director
William F. Patient
</TABLE>
The Plan
Pursuant to the requirements of the Securities Act of 1993, the Plan
Administrator for the Plan has caused this registration statement to be
signed on the Plan's behalf by the undersigned, thereunto duly authorized,
in the City of Chicago, State of Illinois on June 16, 1997.
NAVISTAR INTERNATIONAL CORPORATION
STOCK OWNERSHIP PROGRAM
By: \s\ Joseph V. Thompson______________
Name: Joseph V. Thompson
Title: Program Administrator
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
<S> <C> <S>
4.1 Form of Certificate representing shares of (1)
Common Stock of the Registrant
4.2 Restated Certificate of Incorporation of (2)
Registrant
4.3 By-Laws of Registrant (3)
23.1 Consent of Deloitte & Touche LLP E-1
24.1 Powers of Attorney (included on the signature
page of this Registration Statement)
_______________________________________________
(1) Incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement No. 33-50327.
(2) Incorporated by reference to Exhibit 3.1 to the Registrant's
Form 10-K (File No. 1-9618).
(3) Incorporated by reference to Exhibit 3.2 to the Registrant's
Form 10-K (File No. 1-9618).
</TABLE>
