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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 RETIREMENT ACCUMULATION PLAN
(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 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, 1,500,000 $17.375 $26,062,500 $7,898
par shares
value $0.10
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.
(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
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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.
The Registrant undertakes that it will submit the Plan and any
amendments thereto to the Internal Revenue Service (the "IRS") in a
timely manner and will make all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code of 1986,
as amended.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
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(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.
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(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 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)
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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
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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>
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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 RETIREMENT
ACCUMULATION PLAN
By: Navistar International Transportation Corp.,
Plan Administrator
By:\s\ Robert C. Lannert________
Name: Robert C. Lannert
Title: Executive Vice President and
Chief Financial Officer
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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)
23.1 Consent of Deloitte & Touche LLP E-1
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>
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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.
DELOITTE & TOUCHE LLP
June 20, 1997
Chicago, Illinois
