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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
One Citicorp Center
New York, New York 10022
(212) 821-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 2, 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
---------------------
7. SOLE VOTING POWER
19,894,103
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 19,894,103
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,894,103
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.8%
14. TYPE OF REPORTING PERSON*
EP
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Item 1. Security and Issuer
This statement on Schedule 13D (this "Statement") 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. This Statement is being filed by the Reporting Person
(as defined below) to report an event, the result of which may cause the
Reporting Person to be deemed to be the beneficial owner of in excess of 5% of
the outstanding Common Stock.
Item 2. Identity and Background
This Statement is being filed on behalf of the Navistar
International Transportation Corp. Retiree Supplemental Benefit Trust (the
"Trust" or the "Reporting Person"), a trust established by the Issuer in 1993 in
order to implement and carry out the terms of a settlement agreement (the
"Settlement Agreement") and for the purpose of funding certain retiree and
health benefits pursuant to the Navistar International Transportation Corp.
Retiree Supplemental Benefit Program (the "Program"). The members of the
Navistar International Transportation Corp. Retiree Supplemental Benefit Program
Committee (the "Supplemental Benefit Committee") established to administer the
Program are set forth on Annex A to this Statement. Each of the members of the
Settlement Benefit Committee disclaim beneficial ownership (within the meaning
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise) of the securities deemed to be beneficially owned by the Reporting
Person. The address of the principal business and principal office of the
Reporting Person and the Supplemental Benefit Committee is c/o Wells Fargo,
N.A., Trustee, 201 3rd Street, San Francisco, California 94163.
During the past five years, to the best knowledge of the
Reporting Person, none of the members of the Supplemental Benefit Committee has
been (a) convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which such person has been subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Item 3. Sources and Amounts of Funds or Other Consideration
In July 1993, the Issuer restructured its postretirement
healthcare and life insurance benefits pursuant to the Settlement Agreement,
which resolved litigation between the Issuer and a class of its employees,
retirees and collective bargaining organizations. The Settlement Agreement
required,
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among other things, that the Issuer establish the Trust for the purpose of
funding certain retiree healthcare benefits under the Program. On July 1, 1993,
the Issuer contributed 25,641,545 shares of Class B Common Stock, par value $.10
per share ("Class B Stock"), to the Trust in satisfaction of its obligation
under the Settlement Agreement. On the date of this Statement, the Trust holds
19,894,103 shares of Class B Stock. Pursuant to the terms of the Issuer's
Certificate of Incorporation, on the "Event Date," which in the absence of an
event of default will be July 1, 1998, all outstanding Class B Stock will
convert into Common Stock.
Item 4. Purpose of Transaction
The Trust presently intends to seek to sell up to all of its
shares of Class B Stock pursuant to a Registration Statement on Form S-3 (the
"Registration Statement") filed by the Issuer with the Securities and Exchange
Commission on May 11, 1998. Upon completion of the offering contemplated thereby
(the "Offering"), no shares of Class B Stock will remain outstanding and the
Trust will hold no shares of Class B Stock or Common Stock. In the event the
number of shares to be sold pursuant to the Offering is reduced, all remaining
shares of Class B Stock will automatically convert into Common Stock on a share
for share basis on July 1, 1998.
The Settlement Agreement provides that the Trust currently has
the exclusive and special right to elect two persons to serve as directors of
the Issuer. The right to elect the directors of the Issuer results from the
Trust's holding of one share of Nonconvertible Junior Preference Stock, Series A
(the "Series A Preference Stock"). As the holder of the Series A Preference
Stock, the Trust is entitled to elect two members of the Issuer's Board of
Directors at any time when the Trust holds at least 20% of the outstanding
Common Stock (including Class B Stock) and one member of the Issuer's Board of
Directors at any time when the Trust holds at least 10% of the outstanding
Common Stock (including Class B Stock). The Series A Preference Stock contains
certain transitional provisions concerning the timing of directors going on and
off the Board when the holdings of the Trust are within a 1% range of the 20%
and 10% thresholds described above. The Series A Preference Stock is not
transferable by the Trust, does not have any voting rights other than as
described above or as required by law, does not have the right to receive
dividends or distributions and is redeemable for a nominal price upon the
earlier of (a) the passage of 12 consecutive calendar months in which the Trust
holds less than 5% of the outstanding Common Stock (including the Class B Stock)
and (b) the date on which the Issuer is entitled to cease its profit sharing
contributions to the Trust.
Upon completion of the Offering (assuming that the Trust does
not own at least 9% of the Common Stock) the two
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directors currently serving on the Issuer's Board of Directors (the "Board")
will be deemed to have resigned.
Except as described above, none of the Reporting Person and,
to the best of such Reporting Person's knowledge, any of the other individuals
identified in response to Item 2, has any current plans or proposals which
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D under the Exchange Act. The Reporting
Person reserves the right to acquire additional securities of the Issuer, to
dispose of such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of its general investment and trading policies, market
conditions or other factors.
Item 5. Interest in Securities of the Issuer
(a) On the date of this Statement, the aggregate number of
shares of Common Stock of which the Reporting Person may be deemed to be a
beneficial owner is 19,894,103, representing approximately 28.8% of the Common
Stock outstanding (assuming conversion of all the Class B Stock into Common
Stock). The foregoing percentage is calculated based upon the 49,116,183 shares
of Common Stock stated to be issued and outstanding at April 30, 1998, as set
forth in the Registration Statement.
(b) To the knowledge of the Reporting Person, the power to
direct the disposition of the shares of the Class B Stock is held by the
Supplemental Benefit Committee.
(c) There have been no transactions with respect to the Common
Stock or the Class B Stock by the Reporting Person, or to the knowledge of the
Reporting Person, the Supplemental Benefit Committee or any person listed in
Annex A hereto, during the preceding sixty days.
(d) No person other than the Supplemental Benefit Committee on
behalf of the Reporting Person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds of sale of, the
shares of Class B Stock reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
The Trust intends to dispose up to all of its shares of Class
B Stock pursuant to the Registration Statement.
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Item 7. Material to be Filed as Exhibits
None
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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.
May 12, 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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ANNEX A
The following contains a list of all of the persons who serve
as members of the Supplemental Benefit Committee that administers the Program:
Douglas Hunter
41114 Fort Hill Road
Willamina, Oregon 97396
William Craig
250 Lakeshore
Brooklyn, Michigan 49230
David Hirschland
8000 East Jefferson
Detroit, Michigan 48124
Jack McCaskey
2 Falsan Place
Hot Springs Village, Arkansas 71909
Arthur Shy
621 North John Daly
Dearborn, Michigan 48127
Each of the above-listed persons is a United States citizen.
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