schedule13g
SCHEDULE
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to Rule 13d-2.
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Under
the
Securities Exchange Act of 1934
(Amendment
No. 1)*
Navistar
International Corporation
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
63934E108
(CUSIP
Number)
May
8,
2006
(Date
of
Event Which Requires Filing of This Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
þ
Rule
13d-1(b)
o
Rule
13d-1(c)
o
Rule
13d-1(d)
*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 the
disclosures provided in a prior cover page.
The
information required in 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
("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).
CUSIP:
63934E108 13G Page
1 of 8
Pages
1 NAMES
OF
REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
International
Truck
and Engine Corporation Non-Contributory Retirement Plan Trust
13-3248322
2 CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
o
(b)
o
3 SEC
USE
ONLY
4 CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
Number
of 5 SOLE
VOTING
POWER
Shares 4,653,018
Beneficially 6 SHARED
VOTING
POWER
Owned
by
Each NONE
Reporting 7 SOLE
DISPOSITIVE
POWER
Person
With 4,653,018
8 SHARED
DISPOSITIVE
POWER
NONE
9 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,653,018
10 CHECK
BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
(SEE
INSTRUCTIONS)
11 PERCENT
OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
6.18%
| 12 |
TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
EP
CUSIP:
63934E108 13G Page
2 of 8
Pages
1 NAMES
OF
REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
International
Truck and Engine Corporation Retirement Plan for Salaried Employees
Trust
13-3248318
2 CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
3 SEC
USE
ONLY
4 CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
Number
of 5 SOLE
VOTING
POWER
Shares 1,551,006
Beneficially 6 SHARED
VOTING
POWER
Owned
by
Each NONE
Reporting 7 SOLE
DISPOSITIVE POWER
Person
With 1,551,006
8 SHARED
DISPOSITIVE
POWER
NONE
9 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,551,006
10 CHECK
BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
(SEE
INSTRUCTIONS)
11 PERCENT
OF
CLASS REPRESENTED BY AMOUNT IN ROW 9
2.06%
| 13 |
TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
EP
CUSIP:
63934E108 13G Page
3 of 8
Pages
1 NAMES
OF
REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
International
Truck
and Engine Corporation Retiree Health Benefit Trust
36-7041538
2 CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) o
(b)
o
3 SEC
USE
ONLY
4 CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
Number
of 5 SOLE
VOTING
POWER
Shares 1,551,006
Beneficially 6 SHARED
VOTING
POWER
Owned
by
Each NONE
Reporting 7 SOLE
DISPOSITIVE POWER
Person
With 1,551,006
8 SHARED
DISPOSITIVE
POWER
NONE
9 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,551,006
10 CHECK
BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
(SEE
INSTRUCTIONS)
11 PERCENT
OF
CLASS REPRESENTED BY AMOUNT IN ROW 9
2.06%
| 14 |
TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
EP
CUSIP:
63934E108 13G Page
4 of 8
Pages
1 NAMES
OF
REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
International
Truck
and Engine Corporation
36-1264810
2
CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) o
(b)
o
3 SEC
USE
ONLY
4 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Number
of 5 SOLE
VOTING
POWER
Shares 7,755,030
Beneficially 6 SHARED
VOTING
POWER
Owned
by
Each NONE
Reporting 7 SOLE
DISPOSITIVE POWER
Person
With 7,755,030
8 SHARED
DISPOSITIVE
POWER
NONE
9 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,755,030
10 CHECK
BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
(SEE
INSTRUCTIONS)
11 PERCENT
OF
CLASS REPRESENTED BY AMOUNT IN ROW 9
10.29%
| 15 |
TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
CO
CUSIP:
63934E108 13G Page
5 of 8
Pages
1 NAMES
OF
REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Navistar
International Corporation
36-3359573
2 CHECK
THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE
INSTRUCTIONS)
(a) o
(b)
o
3 SEC
USE
ONLY
4 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Number
of 5 SOLE
VOTING
POWER
Shares 7,755,030
Beneficially 6 SHARED
VOTING
POWER
Owned
by
Each NONE
Reporting 7 SOLE
DISPOSITIVE POWER
Person
With 7,755,030
8 SHARED
DISPOSITIVE
POWER
NONE
9 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,755,030
10 CHECK
BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
(SEE
INSTRUCTIONS)
11 PERCENT
OF
CLASS REPRESENTED BY AMOUNT IN ROW 9
10.29%
| 16 |
TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
CO
CUSIP:
63934E108 13G Page
6 of 8
Pages
Item
1(a) Name of
Issuer:
Navistar
International Corporation
Item
1(b) Address of Issuer's
Principal Executive Offices:
4201
Winfield Road, P.O. Box 1488
Warrenville,
Illinois 60555
Item
2(a) Name of Person(s)
Filing:
International
Truck and Engine Corporation Non-Contributory Retirement Plan Trust
International
Truck and Engine Corporation Retirement Plan for Salaried Employees
Trust
International
Truck and Engine Corporation Retiree Health Benefit Trust
International
Truck and Engine Corporation
Navistar
International Corporation
Item
2(b) Address or Principal
Business Office or, if None, Residence:
c/o
International Truck and Engine Corporation
4201
Winfield Road, P.O. Box
Warrenville,
Illinois
Item
2(c) Citizenship: N/A
Item
2(d) Title of class of
securities:
Common
Stock
Item
2(e)
CUSIP No.:
63934E108
Item
3 If this statement is
filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person
filings is a:
(f)
þ
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
Item
4 Ownership
Provide
the following information regarding the aggregate number and percentage of
the
class of securities of the issuer identified in Item 1.
See
pages
1-3
(a) Amount
beneficially owned:
7,755,030
(b) Percent
of
class: 10.29%
(c) Number
of
shares as to which the person has:
(i)
Sole
power
to vote or to direct the vote: 7,755,030
(ii) Shared
power
to vote or to direct the vote: None
(iii) Sole
power to
dispose or to direct the disposition of: 7,755,030
(iv) Shared
power
to dispose or to direct the disposition of: None
On
November
8, 2002 Navistar International Corporation (the “Company” and the parent company
of International Truck and Engine Corporation (“International”)) sold an
aggregate amount of 7,755,030 shares of the Company’s Common Stock, par value
$.10 per share, in three separate sales; 4,653,018 shares to the International
Non-Contributory Retirement Plan Trust (the “Hourly Trust”), 1,551,006 shares to
the International Retirement Plan for Salaried Employees Trust (the “Salaried
Trust”), and 1,551,006 shares to the International Retiree Health Benefit Trust
(the “Health Benefit Trust”), for an aggregate purchase price of $175,000,000.
Each trust is a funding trust for an employee benefit plan sponsored by
International. The trust agreements of the Hourly Trust and the Salaried Trust
provide that the trustee of the trust is only a directed trustee with respect
to
employer stock held by the trusts and that the Pension Fund Investment Committee
of International (who’s members are for the most part executive officers of the
Company, the
CUSIP:
63934E108 13G Page
7 of 8
Pages
“PFIC”),
or an investment manager designated by the PFIC, is to direct the trustee with
respect to the voting or disposition of employer securities. The trust agreement
for the Health Benefit Trust provides that International, or an investment
manager appointed by International, is to direct the trustee with respect to
voting and disposition of employer securities. International has delegated
authority for such maters to the PFIC. The Company stock acquired by the trusts
is employer securities under these provisions. Jennison Associates LLC had
been
appointed as investment manager for each trust with respect to the Company
stock
and was given discretionary authority regarding voting and disposition of the
stock. On May 8, 2006, the United States Trust Company, National Association
(“US Trust”) was appointment as investment manager for each of the trust to
replace Jennison Associates LLC who resigned its appointment effective on the
close of business on May 7, 2006. Like Jennison, US Trust has been given
discretionary authority regarding voting and disposition of the stock. The
Committee and the Company have the power to revoke or change the appointment
of
US Trust and therefore reacquire the voting and dispositive control over the
Company stock. For this reason the Committees, International or the Company
might be considered “beneficial owners” of the Company stock.
The
reporting persons may be deemed to constitute a "group" for purposes of Section
13(d)(3) of the Act. The reporting persons expressly disclaim that they have
agreed to act as a group except for purposes of filing this Schedule 13G.
Item
5 Ownership of 5
percent or Less of a Class. If this statement is being filed to report the
fact
that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following:
[
]
Item
6 Ownership of More
than 5% on Behalf of Another Person: N/A
Item
7 Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported
on
By the Parent Holding Company or Control Person.
As
discussed above, International, the principal operating subsidiary of the
Company, acquired the securities being reported herein by the
Company.
Item
8 Identification and
Classification of Members of the Group: N/A
Item
9 Notice of Dissolution
of Group: N/A
Item
10 Certification
By
signing
below, I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or
with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and were acquired and are not held in
connection with or as a participant in any transaction having that purpose
or
effect.
CUSIP:
63934E108 13G Page
8 of 8 Pages
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.
Date: May
19,
2006
International
Truck and Engine Corporation Non-Contributory Retirement Plan Trust
International
Truck and Engine Corporation Retirement Plan for Salaried Employees
Trust
International
Truck and Engine Corporation Retiree Health Benefit Trust
By: Pension
Fund
Investment Committee of International Truck and Engine Corporation
By: /s/
Terry
M. Endsley
Name:
Terry M.
Endsley
Title: In
his sole capacity as a member of the PFIC of International Truck and
Engine
Navistar
International Corporation
International
Truck and Engine Corporation
By: /s/
Terry
M. Endsley
Name:
Terry M.
Endsley
Title: Vice President and Treasurer