SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO § 240.13d-2(a)
Amendment No. 15
Navistar International Corporation
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
63934E108
(CUSIP Number)
Janet Yeung
MHR Fund Management LLC
1345 Avenue of the Americas, 42nd Floor
New York, New York 10105
(212) 262-0005
(Name, Address and Telephone Number of Person Authorized to Receive Notices of Communication)
September 4, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
(Page 1 of 9 Pages)
| CUSIP No. 63934E108 | 13D | (Page 2 of 9 Pages) |
| (1) |
Name of reporting person
MHR INSTITUTIONAL PARTNERS III LP | |||||
| (2) | Check the appropriate box if a member of a group (see instructions)
(a) ¨
(b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
14,980,528 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
14,980,528 | |||||
| (10) | Shared dispositive power
0 | |||||
|
(11) |
Aggregate amount beneficially owned by each reporting person
14,980,528 | |||||
| (12) |
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
| (13) |
Percent of class represented by amount in Row (11)
18.4% | |||||
| (14) |
Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 63934E108 | 13D | (Page 3 of 9 Pages) |
| (1) |
Name of reporting person
MHR INSTITUTIONAL ADVISORS III LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions)
(a) ¨
(b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF | |||||
| (5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
14,980,528 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
14,980,528 | |||||
| (10) | Shared dispositive power
0 | |||||
|
(11) |
Aggregate amount beneficially owned by each reporting person 14,980,528 | |||||
| (12) |
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
| (13) |
Percent of class represented by amount in Row (11)
18.4% | |||||
| (14) |
Type of reporting person (see instructions)
OO |
|||||
| CUSIP No. 63934E108 | 13D | (Page 4 of 9 Pages) |
| (1) |
Name of reporting person
MHR FUND MANAGEMENT LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨
(b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF | |||||
| (5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
16,225,000 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
16,225,000 | |||||
| (10) | Shared dispositive power
0 | |||||
|
(11) |
Aggregate amount beneficially owned by each reporting person
16,225,000 | |||||
| (12) |
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
| (13) |
Percent of class represented by amount in Row (11)
19.9% | |||||
| (14) |
Type of reporting person (see instructions)
OO |
|||||
| CUSIP No. 63934E108 | 13D | (Page 5 of 9 Pages) |
| (1) |
Name of reporting person
MHR HOLDINGS LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF | |||||
| (5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
16,225,000 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
16,225,000 | |||||
| (10) | Shared dispositive power
0 | |||||
|
(11) |
Aggregate amount beneficially owned by each reporting person
16,225,000 | |||||
| (12) |
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
| (13) |
Percent of class represented by amount in Row (11)
19.9% | |||||
| (14) |
Type of reporting person (see instructions)
OO |
|||||
| CUSIP No. 63934E108 | 13D | (Page 6 of 9 Pages) |
| (1) |
Name of reporting person
MARK H. RACHESKY, M.D. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF | |||||
| (5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
United States of America | |||||
|
Number of shares beneficially owned by each reporting person with |
(7) | Sole voting power
16,247,942 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
16,247,942 | |||||
| (10) | Shared dispositive power
0 | |||||
|
(11) |
Aggregate amount beneficially owned by each reporting person
16,247,942 | |||||
| (12) |
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
| (13) |
Percent of class represented by amount in Row (11)
19.9% | |||||
| (14) |
Type of reporting person (see instructions)
IN; HC | |||||
Explanatory Note
This statement on Schedule 13D (this “Statement”) amends and supplements, as Amendment No. 15, the Schedule 13D filed on June 15, 2012 (the “Initial Schedule 13D”), which was amended on June 25, 2012 by Amendment No. 1 to the Initial Schedule 13D (“Amendment No. 1”), on July 10, 2012 by Amendment No. 2 to the Initial Schedule 13D (“Amendment No. 2”), on October 9, 2012 by Amendment No. 3 to the Initial Schedule 13D (“Amendment No. 3”), on October 26, 2012 by Amendment No. 4 to the Initial Schedule 13D (“Amendment No. 4”), on December 12, 2012 by Amendment No. 5 to the Initial Schedule 13D (“Amendment No. 5”), on July 15, 2013 by Amendment No. 6 to the Initial Schedule 13D (“Amendment No. 6”), on July 17, 2013 by Amendment No. 7 to the Initial Schedule 13D (“Amendment No. 7”), on March 11, 2014 by Amendment No. 8 to the Initial Schedule 13D (“Amendment No. 8”), on April 11, 2014 by Amendment No. 9 to the Initial Schedule 13D (“Amendment No. 9”), on June 24, 2015 by Amendment No. 10 to the Initial Schedule 13D (“Amendment No. 10”), on December 18, 2014 by Amendment No. 11 to the Initial Schedule 13D (“Amendment No. 11”), on January 30, 2015 by Amendment No. 12 to the Initial Schedule 13D (“Amendment No. 12”), on June 11, 2015 by Amendment No. 13 to the Initial Schedule 13D (“Amendment No. 13”) and on July 27, 2015 by Amendment No. 14 to the Initial Schedule 13D (“Amendment No. 14” and, together with Amendment No. 1 through Amendment No. 13 and the Initial Schedule 13D, the “Schedule 13D”), and relates to shares of common stock, par value $0.10 per share (the “Common Stock”), of Navistar International Corporation (the “Issuer”). Except as otherwise provided, capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 14.
Page 7 of 9
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer.
Item 6 is hereby amended by adding the following:
On September 4, 2015, the Loan Agreements (as such term is defined in Amendment No. 12) were terminated by Master Account and Capital Partners (100) in accordance with their respective terms. As such, the pledge of a basket of certain publicly traded securities and certain other assets owned by Master Account and Capital Partners (100), including the shares of Common Stock owned by them, to secure their respective obligations under the Loan Agreements, has been released.
Page 8 of 9
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
Dated: September 4, 2015
| MHR INSTITUTIONAL PARTNERS III LP | ||
| By: | MHR Institutional Advisors III LLC, its General Partner | |
| By: | /s/ Janet Yeung | |
| Name: Janet Yeung | ||
| Title: Authorized Signatory | ||
| MHR INSTITUTIONAL ADVISORS III LLC | ||
| By: | /s/ Janet Yeung | |
| Name: Janet Yeung | ||
| Title: Authorized Signatory | ||
| MHR FUND MANAGEMENT LLC | ||
| By: | /s/ Janet Yeung | |
| Name: Janet Yeung | ||
| Title: Authorized Signatory | ||
| MHR HOLDINGS LLC | ||
| By: | /s/ Janet Yeung | |
| Name: Janet Yeung | ||
| Title: Authorized Signatory | ||
| MARK H. RACHESKY, M.D. | ||
| By: | /s/ Janet Yeung, Attorney in Fact | |
Page 9 of 9