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NAV > SEC Filings for NAV > Form 8-K on 21-Oct-2013All Recent SEC Filings

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Form 8-K for NAVISTAR INTERNATIONAL CORP


21-Oct-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

Navistar International Corporation (the "Company," "us," "we," and "our") is filing under Item 8.01 of this Current Report on Form 8-K a description of its capital stock in order to update such description that has been previously filed by the Company under the Exchange Act of 1934, as amended.

The following description of our capital stock is a summary. You should keep in mind, however, that it is our certificate of incorporation, including any certificates of designations or retirement that are a part of our certificate of incorporation, our bylaws and the Delaware General Corporation Law ("DGCL"), and not this summary, which define the rights of our securityholders. There may be other provisions in these documents that are also important to our securityholders. You should read these documents for a full description of the terms of our capital stock. Our certificate of incorporation and our bylaws have been filed as exhibits to this Current Report and are incorporated by reference herein.

Overview

Our authorized capital stock consists of 260,358,455 shares, of which 220 million shares are designated as common stock, with a par value of $0.10 per share, 358,455 shares are designated as class B common stock, with a par value of $0.10 per share, 30 million shares are designated as preferred stock, with a par value of $1.00 per share, and 10 million shares are designated as preference stock, with a par value of $1.00 per share.

Common stock

The authorized common stock consists of 220 million shares, of which 80,417,667 shares were issued and outstanding and 6,389,373 shares were held in treasury at July 31, 2013.

As of July 31, 2013, we had reserved for issuance: (i) approximately 6,907,648 shares of our common stock under our various stock option plans, stock discount purchase plans and other award plans for officers, employees and directors, of which options to purchase approximately 6,213,677 shares were outstanding; and
(ii) 39,103 shares issuable upon the conversion of our series D preference stock.

Dividend rights and restrictions. Holders of common stock are entitled to receive dividends when and as declared by the board of directors out of funds legally available therefor, provided that, so long as any shares of preferred stock and preference stock are outstanding, no dividends (other than dividends payable in common stock) or other distributions (including purchases) may be made with respect to the common stock unless full cumulative dividends, if any, on the shares of preferred stock and preference stock have been paid. Under the DGCL, dividends may only be paid out of surplus or out of net profits for the fiscal year in which the dividend is declared or the preceding fiscal year, and no dividend may be paid on common stock at any time during which the capital of outstanding preferred stock or preference stock exceeds our net assets.

Voting rights. Holders of shares of our common stock are entitled to one vote for each share for the election of directors and on any question arising at any shareowners meeting. The United Automobile, Aerospace and Agricultural Implement Workers of America ("UAW"), as holder of the series B preference stock, is entitled to elect one member to our board of directors. See "Preferred stock and preference stock" below.

Liquidation rights. In the event of the voluntary or involuntary dissolution, liquidation or winding up of us, holders of common stock are entitled to receive after satisfaction in full of the prior rights of creditors (including holders of our indebtedness) and holders of preferred stock and preference stock, all of our remaining assets available for distribution.

Miscellaneous. The holders of common stock are not entitled to preemptive, redemption or subscription rights. Computershare Investor Services is the transfer agent and the registrar for the common stock.

Listing. Our common stock is traded on the New York Stock Exchange under the symbol "NAV."


Preferred stock and preference stock

We are authorized to issue preferred stock and preference stock, which may be issued from time to time in one or more series upon authorization by our board of directors. The board of directors, without further approval of the shareowners, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences, and any other rights, preferences, privileges and restrictions applicable to each series of preferred stock and preference stock. The issuance of preferred stock and preference stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of common stock and, under certain circumstances, make it more difficult for a third party to gain control of us, discourage bids for the common stock at a premium or otherwise adversely affect the market price of the common stock. We have no present plans to issue any additional series of preferred stock or preference stock.

Two series of preference stock are currently outstanding. Three million shares of convertible junior preference stock, series D are authorized, of which 125,128 shares were outstanding as of July 31, 2013. At that date, one share of nonconvertible junior preference stock, series B was authorized and outstanding and was held by the UAW.

Series D preference stock. Holders of shares of series D preference stock are entitled to receive accrued dividends, if any, if and when declared by the board of directors, in the amount of 120 percent of the dividend (on an as-converted basis) declared on common stock, other than a dividend payable solely in shares of common stock. Holders of series D preference stock have the right at their option to convert shares of the series D preference stock into shares of common stock at any time at a conversion rate of 0.3125 of a share of common stock for each share of series D preference stock, subject to adjustment in certain events. The series D preference stock is redeemable at any time, in whole or in part, at our option upon at least 30 days' advance written notice at the price of $25 per share plus accrued dividends. Generally, holders of series D preference stock do not have any voting powers, except as provided by law and except that holders of at least two-thirds of the number of shares outstanding must approve any adverse amendment, alteration or repeal of the preferences, special rights or powers of series D preference stock. Before any distribution to holders of common stock or of any other of our stock ranking junior upon liquidation to the series D preference stock upon any liquidation, dissolution or winding up of us, holders of the series D preference stock are entitled to receive $25 per share plus accrued dividends.

Series B preference stock. In connection with a 1993 restructuring of our post-retirement health care and life insurance benefits pursuant to a settlement agreement, the UAW was issued the series B preference stock. As the holder of the series B preference stock, the UAW is entitled to elect one member of our board of directors until such time as we have fully funded our liability under the health care and life insurance benefits program (subject to such right revesting if such funding later falls below 85% of the fully funded amount). The series B preference stock is not transferable by the UAW, 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 at such time as the UAW has not been entitled to elect a director for five consecutive years.

Our one series of authorized preferred stock consists of 220,000 shares of junior participating preferred stock, series A, of which none were outstanding as of July 31, 2013.

Junior participating preferred stock, series A. Holders of junior participating preferred stock, series A are entitled to receive accrued quarterly dividends in an amount equal to the greater of (i) $25.00 and (ii) 1,000 times (subject to adjustment) the aggregate per share amount of all cash dividends, plus 1,000 times (subject to adjustment) the aggregate per share amount of all non-cash dividends or other distributions other than a dividend payable solely in shares of common stock, declared on the common stock. The junior participating preferred stock, series A ranks junior to all other series of our preferred stock. The junior participating preferred stock, series A is not redeemable.


In the event that we are in arrears in payment of dividends or distributions on the junior participating preferred stock, series A and until all accrued and unpaid dividends and distributions are paid in full, we may not, subject to certain exceptions:

declare or pay any dividends on, or make any other distributions on, or redeem or purchase any shares of stock ranking junior to or on parity with the junior participating preferred stock, series A; or

purchase any shares of junior participating preferred stock, series A or any shares of stock ranking on a parity with the junior participating preferred stock, series A.

Holders of junior participating preferred stock, series A are entitled to 1,000 votes per share (subject to adjustment) of junior participating preferred stock, series A on all matters submitted to a vote of our stockholders. In the event that we are in arrears in an amount equal to six quarterly dividends with respect to the junior participating preferred stock, series A and until such time as all accrued and unpaid dividends on shares of junior participating preferred stock, series A are paid, all holders of junior participating preferred stock, series A or any preferred stock that is similarly in arrears, voting as a single class, shall have the right to elect two individuals to our board of directors. Holders of at least two-thirds of the number of shares of junior participating preferred stock, series A outstanding must approve any adverse amendment, alteration or repeal of the preferences, special rights or powers of the junior participating preferred stock, series A.

Before any distribution to holders of common stock or of any other of our stock ranking junior upon liquidation to the junior participating preferred stock, series A upon any liquidation, dissolution or winding up of us, holders of the junior participating preferred stock, series A are entitled to receive an amount equal to $1,000 per share of junior participating preferred stock, series A plus accrued and unpaid dividends and distributions thereon. Following such payment, the holders of the junior participating preferred stock, series A will receive no further distributions until the holders of our common stock have received an amount per share equal to the amount per share received by the holders of the junior participating preferred stock, series A as described above, divided by 1,000 (subject to adjustment). Following this payment to the holders of our common stock, the holders of the junior participating preferred stock, series A and our common stock are entitled to receive their ratable share of our remaining assets in a ratio of 1,000 (subject to adjustment) to one, respectively.

In the event of any consolidation, merger, combination or other transaction in which our common stock is exchanged for or changed into other cash, stock and/or any other property, then the shares of junior participating preferred stock, series A will at the same time be exchanged or changed in an amount per share equal to 1,000 times (subject to adjustment) the aggregate amount of cash, stock and/or any other property received in respect of each share of common stock in such transaction.

Rights plan

Overview. On June 19, 2012, the board of directors of the Company authorized and declared a dividend distribution of one right (a "Right") for each outstanding share of the common stock to stockholders of record at the close of business on June 29, 2012 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of a newly authorized series of Junior Participating Preferred Stock, Series A, par value $1.00 per share (the "Preferred Stock"), at a purchase price of $140.00 per Unit, subject to adjustment (the "Purchase Price"). The complete terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated as of June 19, 2012, between the Company and Computershare Shareowner Services LLC, as Rights Agent, as amended.

Rights certificates; exercise period. Initially, the Rights will be attached to all shares of common stock then outstanding, and no separate rights certificates ("Rights Certificates") will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the common stock and a distribution date (a "Distribution Date") will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of twenty percent (20%) or more of the outstanding shares of common stock (the "Stock


Acquisition Date"), other than as a result of repurchases of stock by the Company or certain inadvertent actions by certain stockholders or (ii) 10 business days (or such later date as the board of directors shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. For purposes of the Rights Agreement, beneficial ownership is defined to include ownership of derivative securities.

. . .



Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.                                  Description

3.1               Restated Certificate of Incorporation of Navistar International
                  Corporation effective July 1, 1993. Incorporated by reference to
                  Exhibit 3.2 to Annual Report on Form 10-K for the period ended
                  October 31, 1993, which was dated and filed on January 27, 1994,
                  and amended as of May 4, 1998. Commission File No. 001-9618.

3.2               Certificate of Amendment to Restated Certificate of
                  Incorporation, filed with the Secretary of State of the State of
                  Delaware effective February 17, 2011. Incorporated by reference
                  to Exhibit 3.1 to Current Report on Form 8-K, which was dated and
                  filed on February 17, 2011. Commission File No. 001-09618.

3.3               Certificate of Amendment to Restated Certificate of
                  Incorporation, filed with the Secretary of State of the State of
                  Delaware effective February 21, 2012. Incorporated by reference
                  to Exhibit 3.1 to Current Report on Form 8-K, which was dated and
                  filed on February 21, 2012. Commission File No. 001-09618.

3.4               Certificate of Retirement of Class B Common Stock of Navistar
                  International Corporation, effective April 19, 2013. Incorporated
                  by reference to Exhibit 3.1 to Current Report on Form 8-K, which
                  was dated and filed on April 22, 2013. Commission File No.
                  001-09618.



3.5 Third Amended and Restated By-Laws of Navistar International Corporation effective October 5, 2012. Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K, which was dated and filed on October 10, 2012. Commission File No. 001-09618.

3.6 Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A filed with the Secretary of State for the State of Delaware on June 20, 2012 establishing the Series A Preferred Stock of Navistar International Corporation in accordance with the Restated Certificate of Incorporation of Navistar International Corporation. Incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K which was dated and filed on June 20, 2012. Commission File No. 001-09618.


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