<Page 1>
As filed with the Securities and Exchange Commission on April 24, 1997
Registration No. 33-_______
_______________________________________________________________________
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) RETIREMENT SAVINGS 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 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 1,500,000 shares $9.625 $14,437,500 $4,978.45
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 April 18, 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
<PAGE>
<Page 2>
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 by Navistar International Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:
(a) The Registrant's 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, 1995.
(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
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<PAGE>
<Page 3>
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 attorney's 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
<Page 4>
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.
<PAGE>
<Page 5>
(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
April 24, 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 6>
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 April 24, 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 Chief
Robert C. Lannert 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
<Page 7>
\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>
<Page 8>
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 April 24, 1997.
NAVISTAR INTERNATIONAL
TRANSPORTATION CORP.
401(k) RETIREMENT SAVINGS PLAN
By:__\s\ Robert C. Lannert_________________
Name: Robert C. Lannert
Title: Chairman, Navistar International
Transportation Corp. Pension Fund
Investment Committee
<PAGE>
<Page 9>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description Sequentially Numbered Page
<C> <S> <C>
4.1 Form of Certificate representing shares (1)
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 Determination
Letter 10
23.1 Consent of Deloitte & Touche LLP 13
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).
<PAGE>
<Page 10)
EXHIBIT 5.1
</TABLE>
<TABLE>
<S> <S>
INTERNAL REVENUE SERVICE DEPARTMENT OF THE 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 NORTH CITYFRONT PLAZA DRIVE (312) 886-1802
CHICAGO, IL 60611-5503 Plan Name:
401(k) RETIREMENT SAVINGS PLAN
Plan Number: 006
</TABLE>
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 also describes some events that
automatically nullify it. 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 is subject to your adoption of the proposed
amendments submitted in your letter dated February 13, 1996. The proposed
amendments should be adopted on or before the date prescribed by the
regulations under Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on
December 21, 1994.
This determination letter is also applicable for the amendment(s)
adopted on March 28, 1995.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
<PAGE>
<Page 11>
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
<PAGE>
<Page 12>
This determination letter also applies to the amendments adopted April 22,
1988; April 29, 1988; November 23, 1988; December 1, 1988; January 20, 1989;
April 25, 1989; May 26, 1989; September 29, 1989; October 31, 1989; September
7, 1990; January 28, 1992; March 27, 1992; March 30, 1992; December 18, 1992;
January 5, 1993; December 22, 1993.
This letter supersedes the one sent to you in February of 1996.
<PAGE>
<Page 13>
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 17, 1996 appearing in the Annual Report on Form 11-K of
Navistar International Transportation Corp. 401(k) Retirement Savings Plan
for the year ended December 31, 1995.
\s\ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
April 24, 1997
Chicago, Illinois
