| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NAVISTAR INTERNATIONAL CORP [ NAVZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
11/26/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Equity Swap | ( 8 ) | 11/26/2008 ( 30 ) | J | 42,168 | ( 8 ) ( 30 ) | ( 8 ) ( 30 ) | Common Stock | 0 | ( 8 ) | 0 ( 8 ) ( 30 ) | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 28 ) | ||||
| Equity Swap | ( 9 ) | 11/26/2008 ( 30 ) | J | 101,820 | ( 9 ) ( 30 ) | ( 11 ) ( 30 ) | Common Stock | 211,340 | ( 9 ) | 1 ( 9 ) ( 30 ) | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 28 ) | ||||
| Equity Swap | ( 10 ) | ( 10 ) | ( 10 ) | Common Stock | 500,000 | 1 ( 10 ) | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 28 ) | ||||||||
| Equity Swap | ( 11 ) | ( 11 ) | ( 11 ) | Common Stock | 150,000 | 1 ( 11 ) | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 28 ) | ||||||||
| Equity Swap | ( 12 ) | ( 12 ) | ( 12 ) | Common Stock | 86,500 | 1 ( 12 ) | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 28 ) | ||||||||
| Equity Swap | ( 13 ) | ( 13 ) | ( 13 ) | Common Stock | 115,000 | 1 ( 13 ) | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 28 ) | ||||||||
| Equity Swap | ( 14 ) | ( 14 ) | ( 14 ) | Common Stock | 110,000 | 1 ( 14 ) | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 28 ) | ||||||||
| Equity Swap | ( 15 ) | ( 15 ) | ( 15 ) | Common Stock | 100,000 | 1 ( 15 ) | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 28 ) | ||||||||
| Equity Swap | ( 16 ) | ( 16 ) | ( 16 ) | Common Stock | 100,000 | 1 ( 16 ) | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 28 ) | ||||||||
| Equity Swap | ( 17 ) | ( 17 ) | ( 17 ) | Common Stock | 166,667 | 1 ( 17 ) | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 28 ) | ||||||||
| Equity Swap | ( 18 ) | ( 18 ) | ( 18 ) | Common Stock | 166,667 | 1 ( 18 ) | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 28 ) | ||||||||
| Equity Swap | ( 19 ) | ( 19 ) | ( 19 ) | Common Stock | 53,000 | 1 ( 19 ) | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 28 ) | ||||||||
| Equity Swap | ( 20 ) | ( 20 ) | ( 20 ) | Common Stock | 18,150 | 1 ( 20 ) | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 28 ) | ||||||||
| Equity Swap | ( 21 ) | ( 21 ) | ( 21 ) | Common Stock | 101,000 | 1 ( 21 ) | D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 28 ) | ||||||||
| Equity Swap | ( 22 ) | 11/26/2008 ( 31 ) | J | 17,172 | ( 22 ) ( 31 ) | ( 22 ) ( 31 ) | Common Stock | 0 | ( 22 ) | 0 ( 22 ) ( 31 ) | D ( 1 ) ( 5 ) ( 6 ) ( 7 ) ( 29 ) | ||||
| Equity Swap | ( 23 ) | 11/26/2008 ( 31 ) | J | 19,140 | ( 23 ) ( 31 ) | ( 23 ) ( 31 ) | Common Stock | 263,760 | ( 23 ) | 1 ( 23 ) ( 31 ) | D ( 1 ) ( 5 ) ( 6 ) ( 7 ) ( 29 ) | ||||
| Equity Swap | ( 24 ) | ( 24 ) | ( 24 ) | Common Stock | 83,333 | 1 ( 24 ) | D ( 1 ) ( 5 ) ( 6 ) ( 7 ) ( 29 ) | ||||||||
| Equity Swap | ( 25 ) | ( 25 ) | ( 25 ) | Common Stock | 83,333 | 1 ( 25 ) | D ( 1 ) ( 5 ) ( 6 ) ( 7 ) ( 29 ) | ||||||||
| Equity Swap | ( 26 ) | ( 26 ) | ( 26 ) | Common Stock | 53,000 | 1 ( 26 ) | D ( 1 ) ( 5 ) ( 6 ) ( 7 ) ( 29 ) | ||||||||
| Equity Swap | ( 27 ) | ( 27 ) | ( 27 ) | Common Stock | 18,150 | 1 ( 27 ) | D ( 1 ) ( 5 ) ( 6 ) ( 7 ) ( 29 ) | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE "FUNDS"). ALL OTHER REPORTING PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS. |
| 2. These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), which is a Reporting Person. |
| 3. These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Management"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Philip Falcone, a member of HMC Investors and the portfolio manager of the Master Fund, Raymond J. Harbert, a member of HMC Investors, and Michael D. Luce, a member of HMC Investors. |
| 4. Each Reporting Person listed in Footnotes 2 and 3 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 5. These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"), which is a Reporting Person. |
| 6. These securities may be deemed to be indirectly beneficially owned by the following Reporting Persons: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), HMC-New York, Inc. ("HMCNY"), Harbert Management Corporation ("HMC"), Philip Falcone, Raymond J. Harbert and Michael Luce. HCPSS is the general partner of the Special Situations Fund. HMCNY is the managing member of HCPSS. HMC wholly owns HMCNY. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. |
| 7. Each Reporting Person listed in Footnotes 5 and 6 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 8. On May 24, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 250,000 notional shares above or below an initial reference price of US$64.099 per share upon close-out of any transaction. |
| 9. On May 29, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 313,160 notional shares above or below an initial reference price of US$62.3596 per share upon close-out of any transaction. |
| 10. On May 31, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 500,000 notional shares above or below an initial reference price of US$69.9540 per share upon close-out of any transaction. |
| 11. On June 4, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 150,000 notional shares above or below an initial reference price of US$65.7520 per share upon close-out of any transaction. |
| 12. On June 5, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 86,500 notional shares above or below an initial reference price of US$65.9350 per share upon close-out of any transaction. |
| 13. On June 6, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 115,000 notional shares above or below an initial reference price of US$65.2190 per share upon close-out of any transaction. |
| 14. On June 7, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 110,000 notional shares above or below an initial reference price of US$62.85 per share upon close-out of any transaction. |
| 15. On July 25, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 100,000 notional shares above or below an initial reference price of US$69.35 per share upon close-out of any transaction. |
| 16. On July 26, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 100,000 notional shares above or below an initial reference price of US$69.429 per share upon close-out of any transaction. |
| 17. On August 15, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 166,667 notional shares above or below an initial reference price of US$51.5322 per share upon close-out of any transaction. |
| 18. On August 16, 2007, the Master Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 166,667 notional shares above or below an initial reference price of US$48.2052 per share upon close-out of any transaction. |
| 19. On July 30, 2008, the Master Fund entered into an equity swap transaction with Monecor (London) Limited (t/a TradIndex) ("TradIndex"), under which TradIndex agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 53,000 notional shares above or below an initial reference price of US$54.1044 per share upon close-out of any transaction. |
| 20. On July 31, 2008, the Master Fund entered into an equity swap transaction with TradIndex, under which TradIndex agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 18,150 notional shares above or below an initial reference price of US$56.2567 per share upon close-out of any transaction. |
| 21. On August 1, 2008, the Master Fund entered into an equity swap transaction with TradIndex, under which TradIndex agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 101,000 notional shares above or below an initial reference price of US$56.4026 per share upon close-out of any transaction. |
| 22. On June 4, 2007, the Special Situations Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay DB an amount equal to any decrease, in the official market price of 75,000 notional shares above or below an initial reference price of US$65.7520 per share upon close-out of any transaction. |
| 23. On June 5, 2007, the Special Situations Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay DB an amount equal to any decrease, in the official market price of 282,900 notional shares above or below an initial reference price of US$65.9350 per share upon close-out of any transaction. |
| 24. On August 15, 2007, the Special Situations Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay DB an amount equal to any decrease, in the official market price of 83,333 notional shares above or below an initial reference price of US$51.5322 per share upon close-out of any transaction. |
| 25. On August 16, 2007, the Special Situations Fund entered into an equity swap transaction with DB, under which DB agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay DB an amount equal to any decrease, in the official market price of 83,333 notional shares above or below an initial reference price of US$48.2052 per share upon close-out of any transaction. |
| 26. On July 30, 2008, the Special Situations Fund entered into an equity swap transaction with TradIndex, under which TradIndex agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 53,000 notional shares above or below an initial reference price of US$54.10 per share upon close-out of any transaction. |
| 27. On July 31, 2008, the Special Situations Fund entered into an equity swap transaction with TradIndex, under which TradIndex agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 18,150 notional shares above or below an initial reference price of US$56.2567 per share upon close-out of any transaction. |
| 28. The equity swap transactions do not contemplate interim payments of appreciation or depreciation of the shares, and the Master Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any Share under the equity swap transactions. Each equity swap transaction may be closed out by the Master Fund at any time. |
| 29. The equity swap transactions do not contemplate interim payments of appreciation or depreciation of the shares, and the Special Situations Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any Share under the equity swap transactions. Each equity swap transaction may be closed out by the Special Situations Fund at any time. |
| 30. On November 26, 2008, the Master Fund closed out certain equity swap transactions with DB in the amount of 143,988 notional shares at a price of US$20.6112. |
| 31. On November 26, 2008, the Special Situations Fund closed out certain equity swap transactions with DB in the amount of 36,312 notional shares at a price of US$20.6112. |
| Remarks: |
| (+) The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the Reporting Person. This report shall not be deemed an admission that such Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by such Reporting Person. |
| Harbinger Capital Partners Master Fund I, Ltd., By: Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ Joel B. Piassick | 12/01/2008 | |
| Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ Joel B. Piassick | 12/01/2008 | |
| HMC Investors, L.L.C., By: /s/ Joel B. Piassick | 12/01/2008 | |
| Harbinger Capital Partners Special Situations Fund, L.P., By: Harbinger Capital Partners Special Situations GP, LLC, By: HMC-New York, Inc., Managing Member, By: /s/ Joel B. Piassick | 12/01/2008 | |
| Harbinger Capital Partners Special Situations GP, LLC, By: HMC-New York, Inc., Managing Member, By: /s/ Joel B. Piassick | 12/01/2008 | |
| HMC-New York, Inc., By: /s/ Joel B. Piassick | 12/01/2008 | |
| Harbert Management Corporation, By: /s/ Joel B. Piassick | 12/01/2008 | |
| /s/ Philip Falcone | 12/01/2008 | |
| /s/ Raymond J. Harbert | 12/01/2008 | |
| /s/ Michael D. Luce | 12/01/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||