UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(b)
Navistar International Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
63934E108
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] 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 No. 63934E108
1. Names of Reporting Person
I.R.S. Identification Nos. of above person (entities only)
Owl Creek I, L.P.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[x] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 95,807
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 95,807
9. Aggregate Amount Beneficially Owned by Each Reporting Person
95,807
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.13%
12. Type of Reporting Person
PN
CUSIP No. 63934E108
1. Names of Reporting Person
I.R.S. Identification Nos. of above person (entities only)
Owl Creek II, L.P.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[x] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 1,249,900
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 1,249,900
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,249,900
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
1.74%
12. Type of Reporting Person
PN
CUSIP No. 63934E108
1. Names of Reporting Person
I.R.S. Identification Nos. of above person (entities only)
Owl Creek Advisors, LLC
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[x] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 1,345,707
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 1,345,707
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,345,707
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
1.87%
12. Type of Reporting Person
CO
CUSIP No. 63934E108
1. Names of Reporting Person
I.R.S. Identification Nos. of above person (entities only)
Owl Creek Asset Management, L.P.
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[x] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 4,427,438
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 4,427,438
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,427,438
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
6.16%
12. Type of Reporting Person
PN
CUSIP No. 63934E108
1. Names of Reporting Person
I.R.S. Identification Nos. of above person (entities only)
Jeffrey A. Altman
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[x] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 5,809,535
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 5,809,535
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,809,535
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
8.09%
12. Type of Reporting Person
IN
Item 1. (a) Name of Issuer:
Navistar International Corporation (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
4201 Winfield Road
P.O. Box 1488
Warrenville, Illinois 60555
Item 2. (a) Name of Person Filing:
This statement is filed by:
(i) Owl Creek I, L.P., a Delaware limited partnership ("Owl Creek
I"), with respect to the shares of Common Stock directly owned by
it;
(ii) Owl Creek II, L.P., a Delaware limited partnership ("Owl Creek
II"), with respect to the shares of Common Stock directly owned by
it;
(iii) Owl Creek Advisors, LLC, a Delaware limited liability company
(the "General Partner"), with respect to the shares of Common Stock
directly owned by Owl Creek I and Owl Creek II;
(iv) Owl Creek Asset Management, L.P. a Delaware limited partnership
(the "Investment Manager"), with respect to the shares of Common
Stock directly owned by Owl Creek Overseas Master Fund, Ltd., an
exempted company organized under the laws of the Cayman Islands
("Owl Creek Overseas"), and Owl Creek SRI Master Fund, Ltd., an
exempted company organized under the laws of the Cayman Islands
("Owl Creek SRI"); and
(v) Jeffrey A. Altman, with respect to shares of Common Stock owned
by Owl Creek I, Owl Creek II, Owl Creek Overseas, Owl Creek SRI.
The shares reported by Jeffrey A. Altman also include shares held in
a foundation for which Jeffrey A. Altman may be deemed to have
beneficial ownership.
The foregoing persons are hereinafter sometimes collectively referred
to as the "Reporting Persons." Any disclosures herein with respect to
persons other than the Reporting Persons are made on information and
belief after making inquiry to the appropriate party.
(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the
Reporting Persons is 640 Fifth Avenue, 20th Floor, New York,NY
10019.
(c) Citizenship:
Each of Owl Creek I, Owl Creek II and the Investment Manager is a
limited partnership organized under the laws of the State of Delaware.
The General Partner is a limited liability company organized under the
laws of the State of Delaware. Mr. Altman is a United States citizen.
(d) Title of Class of Securities
Common Stock (the "Common Stock")
(e) CUSIP Number: 63934E108
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act;
(b) |_| Bank as defined in section 3(a)(6) of the Act;
(c) |_| Insurance company as defined in section 3(a)(19) of the Act;
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940;
(e) |_| An investment adviser in accordance with Rule 13d-1
(b) (1) (ii) (E);
(f) |_| An employee benefit plan or endowment fund in accordance
with Rule 13d-1 (b) (1) (ii) (F);
(g) |_| A parent holding company or control person in accordance
with Rule 13d- 1 (b) (1) (ii) (G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) |_| Group, in accordance with Rule 13d-1 (b) (1) (ii) (J).
Not Applicable
Item 4. Ownership
The percentages used herein and in the rest of Item 4 are calculated
based upon the 71,853,614 shares Common Stock that are outstanding as
of November 30, 2010 as reported by the Company in its Form 10-K for the
fiscal year ended October 31, 2010, filed on December 22, 2010.
A. Owl Creek I, L.P.
(a) Amount beneficially owned: 95,807
(b) Percent of class: 0.13%
(c)(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 95,807
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition:
95,807
B. Owl Creek II, L.P.
(a) Amount beneficially owned: 1,249,900
(b) Percent of class: 1.74%
(c)(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 1,249,900
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition:
1,249,900
C. Owl Creek Advisors, LLC
(a) Amount beneficially owned: 1,345,707
(b) Percent of class: 1.87%
(c)(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 1,345,707
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition:
1,345,707
D. Owl Creek Asset Management, L.P.
(a) Amount beneficially owned: 4,427,438
(b) Percent of class: 6.16%
(c)(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 4,427,438
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition:
4,427,438
E. Jeffrey A. Altman
(a) Amount beneficially owned: 5,809,535
(b) Percent of class: 8.09%
(c)(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 5,809,535
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition:
5,809,535
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Owl Creek Advisors, LLC, the general partner of Owl Creek I and Owl
Creek II, has the power to direct the affairs of Owl Creek I and Owl
Creek II, including decisions respecting the receipt of dividends from,
and the disposition of the proceeds from the sale of, the shares. Owl
Creek Asset Management, L.P., as the investment manager to Owl Creek
Overseas and Owl Creek SRI, has the power to direct the investment
activities of Owl Creek Overseas and Owl Creek SRI, including decisions
respecting the receipt of dividends from, and the disposition of the
proceeds from the sale of, the shares. Mr. Altman is the managing member
of Owl Creek Advisors, LLC and the managing member of the general partner
of Owl Creek Asset Management, L.P. and in that capacity directs
their operations.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and 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 are not held in connection with or as a
participant in any transaction having that purpose or effect.
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: February 14, 2011
/s/ Jeffrey A. Altman
--------------------------
Jeffrey A. Altman, individually, and as
managing member of Owl Creek Advisors, LLC,
for itself and as general partner of Owl
Creek I, L.P. and Owl Creek II L.P., and
as managing member of the general partner
of OWl Creek Asset Management, L.P., for
itself and as investment manager to Owl
Creek Overseas Master Fund, Ltd. and Owl
Creek SRI Master Fund, Ltd.