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CUSIP No.
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1.
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Names of Reporting Persons.
TRATON SE f/k/a Volkswagen Truck & Bus GmbH
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of Organization
Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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Sole Voting Power
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8.
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Shared Voting Power
16,629,667 shares of Common Stock*
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
16,629,667 shares of Common Stock*
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,629,667 shares of Common Stock*
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12.
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Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount in Row (11)
16.71%**
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14.
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Type of Reporting Person (See Instructions)
OO
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* Represents 16,242,012 newly issued shares of common stock,
par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”)
pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the
Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant
to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017.
** Based on 99,508,416 shares of Common Stock outstanding as
of August 31, 2020 as reported by the Company in its quarterly report on Form 10-Q for the quarterly period ended July 31, 2020.
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CUSIP No.
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1.
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Names of Reporting Persons.
Volkswagen Aktiengesellschaft
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of Organization
Germany
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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7.
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Sole Voting Power
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8.
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Shared Voting Power
16,629,667 shares of Common Stock*
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
16,629,667 shares of Common Stock *
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
16,629,667 shares of Common Stock *
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12.
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Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount in Row (11)
16.71%**
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14.
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Type of Reporting Person (See Instructions)
HC, CO
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* Represents 16,242,012 newly issued shares of common stock,
par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”)
pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between TRATON SE (“TRATON”) and the
Company (the “Purchase Agreement”) and 387,655 shares of Common Stock purchased through December 31, 2017 pursuant
to a Rule 10b5-1 trading plan adopted by TRATON on June 16, 2017.
** Based on 99,508,416 shares of Common Stock outstanding as
of August 31, 2020 as reported by the Company in its quarterly report on Form 10-Q for the quarterly period ended July 31, 2020.
Item 1. Security and Issuer
This statement constitutes Amendment
Number 5 to the Schedule 13D relating to the issued and outstanding shares of common stock, par value $0.10 per share (the “Common
Stock”), of Navistar International Corporation, a Delaware corporation (the “Issuer”), and hereby
amends the Schedule 13D filed with the Securities and Exchange Commission on March 10, 2017 (the “Original 13D”),
as amended by Amendment No. 1 thereto filed on April 18, 2018 (“Amendment No. 1”), Amendment No. 2 thereto filed
on January 30, 2020 (“Amendment No. 2”), and Amendment No. 3 thereto filed on September 10, 2020 (“Amendment
No. 3”), and Amendment No. 4 thereto filed on October 14, 2020 (“Amendment No.4” and collectively,
with the Original 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Schedule 13D”) on behalf of
the Reporting Persons to furnish the additional information set forth herein. The principal executive offices of the Issuer are
located at 2701 Navistar Drive, Lisle, Illinois 60532. All capitalized terms contained herein but not otherwise defined shall have
the meaning ascribed to such term in the Schedule 13D.
The Reporting Persons are filing
this Amendment No. 5 in connection with the proposal submitted by TRATON SE (“TRATON”) to the Board of Directors
of the Issuer described in Item 4 below.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented by adding
the following paragraphs:
On
October 16, 2020, the Issuer delivered a letter (the “Navistar Letter”) to TRATON confirming that it would be
prepared to move forward with a transaction in which TRATON would acquire the Issuer for $44.50 per share in cash. In the Navistar
Letter, the Board of Directors of the Issuer asked TRATON to confirm that a price of $44.50 per share is a basis for finalization
of definitive agreements and to publicly announce the extension of the deadline set forth in the October 14 Letter. The Issuer
confirmed that an acquisition for US $44.50 per share has the support of both Carl C. Icahn and Mark H. Rachesky in their capacity
as shareholders of the Issuer.
On
October 16, 2020, TRATON delivered a letter (the “October 16 Letter”) to the Board of Directors of the
Issuer in which TRATON confirmed that USD $44.50 per share in cash for all of the outstanding shares of the Issuer’s
Common Stock is an acceptable basis for finalization of definitive agreements. Further to the original Proposal delivered on
January 30, 2020, the October 16 Letter is subject to certain conditions, including completion of TRATON’s necessary
preparations for the transaction (which includes certain due diligence matters), and execution and delivery of mutually
acceptable definitive documentation. No assurance can be given that a definitive merger agreement with respect to the October
16 Letter will be entered into, the terms thereof, or whether the proposed transaction will eventually be consummated. On
October 16, 2020, TRATON made an “ad-hoc announcement” mandatorily required under European capital markets
regulations and issued a press release confirming that the deadline set forth in the October 14 Letter is no longer in
effect.
The
October 16 Letter could result in one or more of the actions specified in clauses (a)−(j) of Item 4 of Schedule 13D,
including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary transaction involving
the Issuer, a change to the present Board of Directors of the Issuer, a change to the present capitalization or dividend policy
of the Issuer, the delisting of the Issuer’s securities from the New York Stock Exchange, and a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. One or more of
the Reporting Persons may take actions in furtherance of the October 16 Letter or any amendment thereof.
The
Reporting Persons may at any time, or from time to time, amend, pursue, or choose not to pursue the October 16 Letter; change the
terms of the October 16 Letter, including the price, conditions, or scope of the transaction; take any action in or out of the
ordinary course of business to facilitate or increase the likelihood of consummation of the transaction described in the October
16 Letter; otherwise seek control or seek to influence the management and policies of the Company; or change their intentions with
respect to any such matters.
A
copy of the October 16 Letter is filed as Exhibit 12 to this Schedule 13D, and is incorporated by reference into this Item 4. A
copy of the press release issued by TRATON is filed as Exhibit 13 to this Schedule 13D, and is incorporated by reference into this
Item 4. A copy of the ad-hoc-announcement by TRATON is filed as Exhibit 14 to this Schedule 13D, and is incorporated by reference into this Item
4.
Item 6. Contracts, Arrangements, Understandings
or Relationships with respect to Securities of the Issuer
Item
6 of the Schedule 13D is hereby supplemented by incorporating by reference in its entirety the description of the October 16 Letter
and the other matters set forth in Item 4 above.
Item 7. Material to be Filed as Exhibits
Exhibit 12: October 16 Letter,
from TRATON SE to the Board of Directors of Navistar International Corporation dated as of October 16, 2020 (filed herewith).
Exhibit 13: TRATON SE Press Release,
dated as of October 16, 2020 (filed herewith).
Exhibit 14: TRATON SE ad-hoc announcement, dated as of October 16, 2020 (filed herewith).
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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TRATON SE
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19 October, 2020
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Date
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/s/ Matthias Gründler
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Signature
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Matthias Gründler, Chief Executive Officer
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19 October, 2020
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Date
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/s/ Christian Schulz
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Signature
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Christian Schulz, Chief Financial Officer
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VOLKSWAGEN AG
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19 October, 2020
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Date
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/s/ Matthias Gründler
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Signature
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Matthias Gründler, Chief Executive Officer of TRATON SE
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19 October, 2020
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Date
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/s/ Christian Schulz
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Signature
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Christian Schulz, Chief Financial Officer of TRATON SE
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