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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For fiscal year ended October 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 1-9618
NAVISTAR INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 36-3359573
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
455 North Cityfront Plaza Drive, Chicago, Illinois 60611
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 836-2000
Securities Registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
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Common stock, par value $0.10 per share New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
$6.00 cumulative convertible preferred stock,
Series G (with $1.00 par value) New York Stock Exchange
Cumulative convertible junior preference stock,
Series D (with $1.00 par value) New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days: Yes X No
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As of December 15, 1997 the aggregate market value of Common Stock (excluding
Class B Common Stock) held by non-affiliates of the registrant was
$1,126,267,804.
As of December 15, 1997, the number of shares outstanding of the registrant's
Common Stock was 49,235,751 and the Class B Common Stock was 23,090,905.
Documents Incorporated by Reference
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1997 Annual Report to Shareowners (Parts I, II and IV)
Proxy Statement for the March 24, 1998 Annual Meeting of Shareowners (Parts I
and III)
Navistar Financial Corporation 1997 Annual Report on Form 10-K (Part IV)
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Item 12 of Part III is amended to read in its entirety as follows:
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners
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The following table sets forth information concerning each person known
by Navistar International Corporation (the "Company") as of December 22, 1997 to
be the beneficial owner, within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), of more than 5% of the
Common Stock of the Company.
Percent of
Name and Address Amount and Nature Common Stock
of Beneficial Owner of Beneficial Ownership Beneficially Owned
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FMR Corp. 5,746,715 (A) 11.67%
82 Devonshire Street
Boston, MA 02109
David J. Greene and Company 4,137,500 (B) 8.40%
599 Lexington Avenue
New York, NY 10022
Gabelli Funds, Inc. and 2,723,301 (C) 5.53%
certain affiliates
One Corporate Center
Rye, NY 10580
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(A) As reported in a Schedule 13G, dated August 8, 1997, filed by FMR Corp.
pursuant to the Exchange Act. It is reported therein that FMR Corp., through
various of its affiliates, including Fidelity Management & Research Company
(acting as an investment advisor to various investment companies and acting as a
sub advisor to Fidelity American Specialty Situations Trust), Fidelity
Management Trust Company and Fidelity International Limited, has sole voting
power with respect to 186,512 shares (and no shared voting power with respect to
any shares) and sole dispositive power with respect to 5,746,715 shares (and no
shared dispositive power with respect to any shares.) In a subsequent Schedule
13D, dated February 13, 1998, it is reported that FMR Corp.'s aggregate
beneficial ownership had increased to 5,790,625 shares.
(B) As reported in a Schedule 13G, dated February 13, 1997, filed by David J.
Greene and Company pursuant to the Exchange Act. It is reported therein that
David J. Greene and Company had sole voting power with respect to 213,200 shares
and shared voting power with respect to 257,400 shares; and sole dispositive
power with respect to 213,200 shares and shared dispositive power with respect
to 3,924,300 shares. In a subsequent Schedule 13G, dated February 12, 1998, it
is reported that David J. Green and Company's aggregate beneficial ownership had
been reduced to 2,585,330 shares.
(C) As reported in a Schedule 13D, dated November 20, 1997, filed by Gabelli
Funds, Inc. and certain affiliates pursuant to the Exchange Act. The reporting
persons named in said Schedule 13D are Gabelli Funds, Inc. ("GFI"), GAMCO
Investors, Inc. ("GAMCO"), Gabelli Asset Management Company International
Advisory Services Ltd. ("GIASL"), and Mario J. Gabelli. It is reported therein
that: GFI, subject to certain noted qualifications, has sole dispositive and
voting power with respect to 1,043,657 shares held by it as agent for various
investment companies to which it provides discretionary managed account
services; GAMCO, an investment advisor providing discretionary managed account
services for employee benefit plans, private investors, endowments and
foundations, has sole dispositive and voting power with respect to 1,674,644
shares (other than 37,000 of such shares as to which it has only dispositive
power) held by it as agent; and GIASL has sole dispositive and voting power with
respect to 5,000 shares. Included in the 2,723,301 aggregate shares reported are
4,801 shares issuable upon conversion of convertible preferred stock. It is
reported that GFI and Mr. Gabelli are deemed to have beneficial ownership of all
of such shares.
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(b) Security Ownership of Management
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Information with respect to security ownership of management of the
Company is incorporated herein by reference from the Company's definitive Proxy
Statement for the March 24, 1998 Annual Meeting of Shareowners.
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SIGNATURE
NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
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SIGNATURE
Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the
Registrant's Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
NAVISTAR INTERNATIONAL CORPORATION
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(Registrant)
/s/ J. Steven Keate
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J. Steven Keate
Vice President and Controller
(Principal Accounting Officer) May 4, 1998
