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.
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 3 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”) and Amendment No. 2 thereto
filed on January 30, 2020 (“Amendment No. 2”, and collectively, with the Original 13D and Amendment No. 1, 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. 3 in connection with the proposal submitted by TRATON SE (“TRATON”) to the Board of Directors
of the Issuer described in Item 4 below.
Item 3. Source and Amount of Funds or
Other Consideration
Item 3 is hereby supplemented by adding
the following paragraph:
The
description of the September 10 Proposal set forth in Item 4 below is incorporated by reference in its entirety into this Item
3. It is anticipated that funding for the cash consideration payable pursuant to the September 10 Proposal will be obtained through
one or more of bank borrowings, capital markets transactions or an intercompany loan from Volkswagen or one of its affiliates.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented by adding
the following paragraphs:
On
September 10, 2020, TRATON delivered a letter (the “September 10 Proposal Letter”) to the Board of Directors
of the Issuer in which TRATON modified its proposal to acquire by merger all of the outstanding shares of the Issuer’s Common
Stock, other than any shares held by TRATON or its affiliates, by increasing the purchase price per share of Common Stock to $43
in cash (the “September 10 Proposal”). The September 10 Proposal is subject to the same conditions set forth
in the original Proposal delivered on January 30, 2020, including in particular the conduct of a due diligence exercise, the negotiation
of a definitive merger agreement and support agreements, the approval of the agreed transaction by the relevant boards at TRATON
and at Volkswagen, and the granting of certain regulatory approvals. No assurance can be given that a definitive merger agreement
with respect to the September 10 Proposal will be entered into or whether the proposed transaction will eventually be consummated.
On September 10, 2020, TRATON and Volkswagen each made an “ad-hoc announcement” mandatorily required under European
capital markets regulations and TRATON issued a press release in connection with the September 10 Proposal.
The
September 10 Proposal 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 are expected to take actions in furtherance of the Proposal or any amendment thereof.
The
Reporting Persons may at any time, or from time to time, amend, pursue, or choose not to pursue the September 10 Proposal; change
the terms of the September 10 Proposal 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 September 10 Proposal 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 September 10 Proposal Letter is filed as Exhibit 12 to this Schedule 13D, and is incorporated by reference into this
Item 4. Copies of the ad-hoc-announcements and the press release issued by TRATON are filed as Exhibits 13, 14, 15 to this
Schedule 13D, and are incorporated by reference into this Item 4.
Item 5. Interest in Securities of the
Issuer
Item
5(a) is hereby amended with the following:
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(a)
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The information relating to the beneficial ownership of Common Stock
by each of the Reporting Persons as set forth in rows 7 through 13 of the cover pages hereto is incorporated by reference. The
Reporting Persons are each the beneficial owners of 16,629,667 shares of Common Stock, which represents 16.71% of the shares of
Common Stock outstanding based on 99,508,416 shares of Common Stock outstanding as of August 31, 2020 (as reported on the
Form 10-Q for the quarterly period ended July 31, 2020).
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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 September 10
Proposal and the other matters set forth in Item 4 above.
Item 7. Material to be Filed as Exhibits
Exhibit 12: September 10 Proposal
Letter, from TRATON SE to the Board of Directors of Navistar International Corporation dated as of September 10, 2020 (filed herewith).
Exhibit 13: TRATON SE ad-hoc announcement,
dated as of September 10, 2020 (filed herewith).
Exhibit 14: Volkswagen AG ad-hoc
announcement, dated as of September 10, 2020 (filed herewith).
Exhibit 15: TRATON SE Press
Release, dated as of September 10, 2020 (filed herewith).
Exhibit 16: Power of Attorney for
Volkswagen AG, dated as of September 10, 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.
TRATON SE
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10 September, 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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10 September, 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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10 September, 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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10 September, 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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