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As filed with the Securities and Exchange Commission on June 20, 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 TRANSPORTATION CORP.
401(K) PLAN FOR REPRESENTED EMPLOYEES
(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 Proposed Amount of
Securities to registered (3) maximum maximum registration
be registered price per aggregate fee
share (1)(2) offering
price (1)(2)
<S> <S> <C> <C> <C>
Common Stock, par 1,500,000 $17.375 $26,062,500 $7,898
value $0.10 shares
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 17, 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>
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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, and the
Plan's Annual Report on Form 11-K for the year ended December 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.
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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,
<Page 4>
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;
<PAGE>
<Page 5>
(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.
<PAGE>
<Page 6>
(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 has 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 20, 1997.
NAVISTAR INTERNATIONAL CORPORATION
By: \s\ Robert C. Lannert__________
Name: Robert C. Lannert
Title: Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
<PAGE>
<Page 7>
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 20,
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
<PAGE>
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\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>
<PAGE>
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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 20, 1997.
NAVISTAR INTERNATIONAL
TRANSPORTATION CORP. 401(k) PLAN
FOR REPRESENTED EMPLOYEES
By: \s\ Robert C. Lannert_______
Name: Robert C. Lannert
Title: Chairman, Navistar International
Transportation Corp. Pension Fund
Investment Committee
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<Page 10>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
<C> <S> <C>
4.1 Form of Certificate representing (1)
shares of Common Stock of the
Registrant
4.2 Restated Certificate of Incorporation (2)
of Registrant
4.3 By-Laws of Registrant (3)
5.1 Internal Revenue Service E-1
Determination Letter
23.1 Consent of Deloitte & Touche LLP E-4
24.1 Powers of Attorney (included on the
signature page of this Registration
Statement)
<FN>
(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
<PAGE>
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EXHIBIT 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242 Employer Identification Number:
36-1264810
Date: April 24, 1996 File Folder Number:
360030055
NAVISTAR INTERNATIONAL Person to Contact:
TRANSPORTATION CORP. MARGARET C. BISBERG
ATTN: LAW DEPARTMENT Contact Telephone Number:
455 N. CITYFRONT PLAZA DRIVE (312) 886-1802
CHICAGO, IL 60611 Plan Name:
401(K) PLAN FOR REPRESENTED
EMPLOYEES
Plan Number: 032
Dear Applicant:
We have made a favorable determination on your plan, identified
above, based on the information supplied. Please keep this letter in
your permanent records.
Continued qualification of the plan under its present form will
depend on its effect in operation. (See section 1.401-1(b)(3) of the
Income Tax Regulations.) We will review the status of the plan in
operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the
qualified status of your employee retirement plan, and provides
information on the reporting requirements for your plan. It is very
important that you read the publication.
This letter relates only to the status of your plan under the
Internal Revenue Code. It is not a determination regarding the effect
of other federal or local statutes.
This determination letter is applicable for the amendment(s)
adopted on July 30, 1992.
This plan satisfies the minimum coverage and nondiscrimination
requirements of sections 410(b) and 401(a)(4) of the Code because the
plan benefits only collectively bargained employees or employees treated
as collectively bargained employees.
<PAGE>
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This letter is issued under Rev. Proc 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise
specified in this letter.
This letter may not be relied upon with respect to whether the
plan satisfies the qualification requirements as amended by the Uruguay
Round Agreements Act. Pub. L. 103-465.
The information on the enclosed addendum is an integral part of
this determination. Please be sure to read and keep it with this
letter.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
\s\ Bobby E. Scott
Bobby E. Scott
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
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This determination letter also applies to the amendments adopted on:
August 10, 1992;
December 11, 1992;
January 5, 1993;
December 22, 1993;
December 21, 1994;
January 12, 1995.
This letter supersedes the one sent to you in February, 1996.
<PAGE>
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Navistar International Corporation:
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated December 16, 1996, appearing in
and incorporated by reference in the Annual Report on Form 10-K of
Navistar International Corporation for the year ended October 31, 1996 and
of our report dated May 23, 1997 appearing in the Annual Report on Form
11-K of Navistar International Transportation Corp. 401(k) Plan for
Represented Employees for the year ended December 31, 1996.
\s\ DELOITTE & TOUCHE LLP
June 20, 1997
Chicago, Illinois
