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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Final Amendment)
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NAVISTAR INTERNATIONAL CORPORATION
(Name of Issuer)
Common Stock, par value $.10
(Title of Class of Securities)
63934E108
(CUSIP Number)
John S. D'Alimonte
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 8, 1998
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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SCHEDULE 13D
CUSIP No.
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Navistar International Transportation Corp. Retiree
Supplemental Benefit Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
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7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON*
EP
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Item 1. Security and Issuer
This Final Amendment amends the Schedule 13D dated May 2, 1998 (as
amended, the "Schedule 13D") filed by the Reporting Person and relates to shares
of Common Stock, par value $.10 per share ("Common Stock"), of Navistar
International Corporation, a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 455 North Cityfront Plaza,
Chicago, Illinois 60611. Capitalized terms used but not defined herein shall
have the meanings given them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Schedule 13D is hereby amended to state the
following:
As at the close of business on June 8, 1998, the Reporting Person
beneficially owned no shares of Common Stock.
Item 5(c) of the Schedule 13D is hereby amended to state the
following:
On June 8, 1998, upon completion of the offering described in the
Schedule 13D dated May 2, 1998, the Trust beneficially held no shares of Class B
Stock or Common Stock.
Item 5(e) of the Schedule 13D is hereby amended to state the
following:
On June 8, 1998, the Reporting Person ceased to be the beneficial
owner of more than five percent of the Common Stock.
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SIGNATURE
After reasonable inquiry and to best knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
June 10, 1998
NAVISTAR INTERNATIONAL
TRANSPORTATION CORP. RETIREE
SUPPLEMENTAL BENEFIT TRUST
By: NAVISTAR INTERNATIONAL
TRANSPORTATION CORP.
RETIREE SUPPLEMENTAL
BENEFIT PROGRAM COMMITTEE
By: /s/ David Hirschland
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Name: David Hirschland
Title: Secretary
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