NAVISTAR INTERNATIONAL CORP /DE/NEW
8-K, 1998-05-15
MOTOR VEHICLES & PASSENGER CAR BODIES
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         PAGE 1



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K
                                 CURRENT REPORT


Pursuant to Section 13 or 15(d) of the  Securities  Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 1998




                       NAVISTAR INTERNATIONAL CORPORATION
                       ----------------------------------
             (Exact name of registrant as specified in its charter)


             Delaware                       1-9618                36-3359573
  -------------------------------    --------------------    -------------------
  (State or other jurisdiction of    (Commission File No.)    (I.R.S. Employer
    incorporation or organization)                           Identification No.)


   455 North Cityfront Plaza Drive, Chicago, Illinois                60611
   --------------------------------------------------         ------------------
         (Address of principal executive offices)                 (Zip Code)


        Registrant's telephone number, including area code (312) 836-2000



<PAGE>


         PAGE 2


ITEM 5.    OTHER EVENTS

           On May 14, 1998,  the  Registrant  issued the press  release which is
           attached as Exhibit 99.2 to this Report and incorporated by reference
           herein.


ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

             (c)      Exhibits


                      Exhibit No.        Description                    Page
                      -----------        -----------                    ----

                         99.2            Press Release dated            E-1
                                         May 14, 1998



                                   SIGNATURES
                                   ----------


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


NAVISTAR INTERNATIONAL CORPORATION
- ----------------------------------
           Registrant


Date:   May 14, 1998                    /s/ J. Steven Keate
                                        -------------------
                                            J. Steven Keate
                                            Vice President and Controller
                                            (Principal Accounting Officer)




<PAGE>


         PAGE 3


                                INDEX TO EXHIBITS



             Exhibit No.        Description                   Page
             -----------        -----------                   ----

               99.2              Press Release dated          E-1
                                 May 14, 1998



                                                                    Exhibit 99.2
                                                                                


Investor Contact: Carmen Corbett, 312/836-2406
Media Contact:    Rebecca Hayne, 312/836-3005





                  NAVISTAR REPORTS SECOND QUARTER 1998 EARNINGS
                       OF $67 MILLION, 89 CENTS PER SHARE
              Company Posts Best Second Quarter Results in 9 Years
               Truck Order Demand, Engine Business Continue Strong
           Ford Agreement, Mexico Plant Opening Highlight Developments


CHICAGO (May 14, 1998) -- Navistar  International  Corporation (NYSE: NAV) today
reported net income of $67 million,  or $0.89 per common share (diluted) for the
second quarter ended April 30, 1998. This compares to net income of $30 million,
or $0.31 per common share in the same period last year.

         Consolidated  sales and revenue from the  company's  manufacturing  and
financial  services  operations  for the second  quarter  totaled $2.0  billion,
compared to $1.6 billion in the second quarter of 1997.

         During the quarter,  Navistar's  worldwide  shipments of 33,600  medium
trucks and school buses (class 5-7 GVW) and heavy trucks (class 8 GVW) increased
31  percent  over last  year's  second  quarter  total of 25,600.  Shipments  of
mid-range diesel engines to other original  equipment  manufacturers  during the
quarter  totaled 56,000,  a 16 percent  increase over the same period last year,
while sales of service  parts were $217  million,  an increase of 7 percent over
the second quarter of 1997.

         Commenting on the second quarter,  John R. Horne,  chairman,  president
and chief  executive  officer,  said, "Our second quarter  performance  reflects
continued solid truck and engine demand coupled with aggressive implementation
 
                                       E-1


<PAGE>


NAVISTAR EARNINGS -- page 2

of our  five-point  truck  strategy  and our engine  strategies  which led to an
increase in net income and manufacturing  gross margin." Gross margins increased
from 13.8 percent in the year ago period, to 14.4 percent for the second quarter
this year.

         "While we are  pleased  with the  results of our efforts for the second
quarter,  we believe the results  could have been better if our supply base were
able to meet the  high  level  of  demand  efficiently.  For our  part,  we face
significant  challenges in the year ahead, as we continue to focus manufacturing
operations,  ramp up  production  at our new plant in  Mexico,  prepare  for the
introduction of the next  generation  vehicle  program,  and continue to work to
reduce our cost  structure  and improve  margins to meet our 1998  plan,"  Horne
said.

         For the first six months of 1998,  Navistar reported net income of $105
million,  or $1.30 per common share (diluted),  versus $45 million, or $0.41 per
common  share in the same  period a year ago.  Consolidated  sales and  revenues
totaled $3.8 billion in the first six months,  compared with $2.8 billion a year
ago.

         Navistar's U.S. and Canadian market share was up from the same period a
year ago.  Market share for  International(R)  brand medium trucks  increased to
39.9  percent,  up more than five  percentage  points  from last  year's  second
quarter share of 34.4 percent.  International(R) school bus market share climbed
nearly  four  percentage  points,  up from 50.8  percent  to 54.5  percent.  The
company's  share for heavy trucks is at 20.5 percent,  up nearly two  percentage
points from last year's 18.6 percent.







                                       E-2


<PAGE>


NAVISTAR EARNINGS -- page 3


Recent Developments

         During  the  quarter,  Navistar  announced  it  had  been  selected  to
negotiate an extended term  agreement to supply  diesel  engines for select Ford
Motor Company under 8,500 lb. GVW light-duty  trucks and sport utility vehicles,
such as the Ford  Expedition,  Lincoln  Navigator,  F-150 and F-250  pickups and
Econoline  150 and 250 van  models.  Navistar  currently  supplies  7.3 liter V8
diesel  engines for Ford's  over-8,500  lb. GVW F- Series  trucks and  Econoline
vans. Last year the companies agreed to extend that relationship, which began in
1981, with a new, 10-year contract beginning with model year 2003.

         "Our engine business continues to experience exceptional growth, fueled
by product leadership and innovation," said Dan Ustian, group vice president and
general manager, engine and foundry division.  "Bringing innovation to market is
key to the results we are  enjoying.  We're  really in the business of providing
solutions to our customers' needs, and our technology is what's putting us ahead
of the competition."

          Also during the quarter,  Navistar  increased  production  from 933 to
1,002 engines per day at its Indianapolis  Engine Plant in order to meet growing
demand  from Ford  Motor  Company  for V8 engines  used in Ford's  F-250 and 350
super-duty  pickups and Econoline vans.  Production is scheduled to be increased
in August to 1,127 engines per day.

         In addition, Navistar continued to drive its five-point truck strategy:
focusing its truck assembly plants, simplifying current product lines, investing
in new product development,  expanding internationally and achieving competitive
wages, benefits and productivity.

         In April,  Navistar announced the opening of its new $167 million truck
assembly  facility in  Escobedo,  Nuevo Leon,  Mexico.  The 700,000  square-foot
plant, the company's first plant in 20 years, is designed to meet  Mexican and



                                       E-3


<PAGE>


NAVISTAR EARNINGS -- page 4

Latin  American  truck and urban bus demand.  It has the  capacity to produce 65
International  brand medium and heavy  trucks and buses per shift.  The plant is
expected to be fully  operational by fall 1998.  Navistar's  share in Mexico has
grown  January  through  March 1998 to 19.1  percent or 969 units,  up from 12.2
percent in 1997.  The company  currently  serves  customers in Mexico  through a
42-location dealer network and a parts distribution center near Mexico City.

         Said Don DeFosset,  executive vice president and president of the truck
group, "We have made significant progress on a number of other fronts during the
quarter as we continue to implement  our truck  strategies  and make  measurable
improvements in quality,  productivity  and processes.  This is an exciting time
for the truck industry since demand is at nearly an all-time high."

         In March,  Navistar  introduced  the  International  Eagle 9900 class 8
premium  conventional  truck at the Mid-America  show in Louisville.  Focused on
driver   satisfaction   and   retention   and   developed   with  the  input  of
owner-operators  and drivers in the U.S. and Canada,  the truck features the use
of a common chassis which reduces product  complexity to enhance product quality
and aftermarket  support.  The introduction  continues the company's  efforts to
focus assembly facilities.  All premium conventional models in the International
9000  series are  currently  assembled  at the  company's  focused  facility  in
Chatham,   Ont.  "Focused  facilities  and  reduced   manufacturing   complexity
contribute to improved quality and speedier delivery," said DeFosset.

         Navistar  continued rollout of its popular Diamond SPEC(TM) program for
its  medium-duty  trucks.  Diamond SPEC is a faster,  simplified  truck ordering
process that packages  individual  components into  pre-engineered  modules.  It
reduces manufacturing complexity and guarantees customers improved quality and





                                       E-4


<PAGE>


NAVISTAR EARNINGS -- page 5


enhanced overall vehicle performance.  Through the second quarter,  Diamond SPEC
for medium truck  accounted for 60 percent of the company's  medium stock trucks
ordered by dealers.  Last year,  Diamond  SPEC for the heavy truck  business met
with  significant  success,  accounting for 80 percent of the company's  premium
conventional class 8 stock trucks ordered by dealers.

Outlook for 1998 Demand

         Navistar  forecasts  industry  demand  for heavy  trucks in the  United
States and Canada at 230,000 in fiscal 1998,  compared with 196,800 heavy trucks
sold by the industry in 1997.  Industry  demand for medium  trucks in the United
States and Canada is expected to reach 127,000 units in 1998,  compared with the
117,400  trucks  sold in 1997,  and demand for  school  buses in fiscal  1998 is
expected to be 32,000, compared with last year's total of 33,200.

         Navistar International Corporation,  with world headquarters in Chicago
and 1997 annual sales of $6.4 billion, is the leading North American producer of
heavy and medium trucks and school buses.  Navistar  maintained  its position as
the leader in the combined U.S. and Canadian retail markets for medium and heavy
trucks and school buses in the second  quarter,  achieving a 29.6 percent market
share,  which is 2.7  percentage  points  higher than a year ago. The company is
also a worldwide leader in the manufacture of mid-range diesel engines which are
produced in a range of 160 to 300 horsepower.










                                       E-5


<PAGE>


                       NAVISTAR INTERNATIONAL CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                         STATEMENT OF INCOME (UNAUDITED)
                  (Millions of dollars, except per share data)

<TABLE>
<CAPTION>


                                               THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                    APRIL 30                          APRIL 30
                                            ------------------------           ----------------------
                                             1998              1997             1998            1997
                                            ------            ------           ------          ------
<S>                                          <C>              <C>              <C>             <C>
Sales and Revenues
Sales of manufactured products               $1,981           $1,493           $3,653          $2,733
Finance and insurance revenue                    47               43               92              88
Other income                                     14               15               24              26
                                             ------           ------           ------          ------

Total sales and revenues                      2,042            1,551            3,769           2,847
                                             ------           ------           ------          ------


Costs and expenses
Cost of products and services sold            1,703            1,292            3,157           2,368
Postretirement benefits                          43               57               88             108
Engineering and research expense                 46               32               81              62
Marketing and administrative expense             97               87              195             170
Interest expense                                 29               20               46              37
Financing charges on sold receivables             7                5               15              12
Insurance claims
   and underwriting expense                       9                9               18              17
                                             ------           ------           ------          ------

Total costs and expenses                      1,934            1,502            3,600           2,774
                                             ------           ------           ------          ------


    Income before income taxes                  108               49              169              73
    Income tax expense                           41               19               64              28
                                             ------           ------           ------          ------

Net income                                       67               30              105              45

Less dividends on Series G
  preferred stock                                 4                7               11              14
                                             ------           ------           ------          ------

Net income applicable to common stock        $   63           $   23           $   94          $   31
                                             ======           ======           ======          ======


Earnings per share
     Basic                                   $  .90           $  .31           $ 1.32          $  .41
     Diluted                                 $  .89           $  .31           $ 1.30          $  .41



Average  shares outstanding (millions)
     Basic                                     69.2             73.6             70.6            73.6
     Diluted                                   70.5             73.7             71.7            73.7


<FN>
The  Statement of Income  includes  the  consolidated  financial  results of the
company's  manufacturing  operations  with its wholly owned  financial  services
operations.
</FN>
</TABLE>


                                       E-6


<PAGE>


                       NAVISTAR INTERNATIONAL CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                  STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
                              (Millions of dollars)


                                                       AS OF APRIL 30
                                                  ----------------------
                                                   1998            1997
                                                  ------          ------
ASSETS
Cash and cash equivalents                         $  453          $  237
Marketable securities                                491             533
                                                  ------          ------
                                                     944             770
Receivables, net                                   2,044           1,618
Inventories                                          576             503
Property and equipment, net                          968             748
Investments and other assets                         334             303
Intangible pension assets                            212             267
Deferred tax asset, net                              871             995
                                                  ------          ------

Total assets                                      $5,949          $5,204
                                                  ======          ======

LIABILITIES AND SHAREOWNERS' EQUITY
Liabilities
Accounts payable, principally trade               $1,214          $  907
Debt:
  Manufacturing operations                           464             109
  Financial services operations                    1,592           1,213
Postretirement benefits liability                    910           1,200
Other liabilities                                    977             816
                                                  ------          ------
Total liabilities                                  5,157           4,245
                                                  ------          ------

Commitments and contingencies

Shareowners' equity
Series G convertible preferred stock
  (liquidation preference $240)                        -             240
Series D convertible junior preference stock
  (liquidation preference $4)                          4               4
Common stock
  (55.4 and 51.0 million shares issued)            1,750           1,642
Class B Common stock
  (19.9 and 24.3 million shares issued)              388             491
Retained earnings (deficit)                       (1,212)         (1,388)
Common stock held in treasury, at cost              (138)            (30)
                                                  ------          ------
  Total shareowners' equity                          792             959
                                                  ------          ------

Total liabilities and shareowners' equity         $5,949          $5,204
                                                  ======          ======


The Statement of Financial Condition includes the consolidated financial results
of the  company's  manufacturing  operations  with its  wholly  owned  financial
services operations.



                                       E-7




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