SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Navistar International Corporation
(Name of Issuer)
Common Stock, Par Value $0.10
(Title of Class of Securities)
63934E108
(CUSIP Number)
Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 2, 2011
(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 Section 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 Rule 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 ("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).
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
1,450,285
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,450,285
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,450,285
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.00%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
0
8 SHARED VOTING POWER
1,450,285
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,450,285
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,450,285
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.00%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
0
8 SHARED VOTING POWER
1,450,285
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,450,285
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,450,285
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.00%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
2,407,531
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,407,531
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,407,531
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.32%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
813,634
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
813,634
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
813,634
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.12%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
357,953
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
357,953
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,953
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.49%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
0
8 SHARED VOTING POWER
3,579,118
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,579,118
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,579,118
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.93%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
2,222,023
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,222,023
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,222,023
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.06%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
0
8 SHARED VOTING POWER
2,222,023
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,222,023
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,222,023
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.06%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
0
8 SHARED VOTING POWER
5,801,141
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,801,141
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,801,141
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
0
8 SHARED VOTING POWER
5,801,141
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,801,141
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,801,141
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
0
8 SHARED VOTING POWER
5,801,141
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,801,141
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,801,141
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
0
8 SHARED VOTING POWER
5,801,141
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,801,141
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,801,141
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
0
8 SHARED VOTING POWER
5,801,141
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,801,141
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,801,141
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 63934E108
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
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
0
8 SHARED VOTING POWER
7,251,426
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,251,426
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,251,426
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment Number 1 to the Schedule 13D relating
to the Common Stock, par value $0.10 (the "Shares"), issued by Navistar
International Corporation (the "Issuer"), and hereby amends the Schedule 13D
filed with the Securities and Exchange Commission on October 13, 2011 (the
"Initial 13D"), on behalf of the Reporting Persons (as defined in the Initial
13D), to furnish the additional information set forth herein. All capitalized
terms contained herein but not otherwise defined shall have the meanings
ascribed to such terms in the Initial 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by replacing the first two
sentences thereof with the following:
The Reporting Persons hold, in the aggregate, 7,251,426 Shares. The
aggregate purchase price of the Shares purchased by the Reporting Persons
collectively was approximately $260.8 million (including commissions and
premiums).
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by replacing it in its
entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 7,251,426 Shares, representing approximately 9.99% of the Issuer's
outstanding Shares (based upon the 72,571,312 Shares stated to be outstanding as
of August 31, 2011 by the Issuer in the Issuer's Form 10-Q for the quarterly
period ended July 31, 2011).
(b) For purposes of this Schedule 13D:
High River has sole voting power and sole dispositive power with regard to
1,450,285 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power
and shared dispositive power with regard to such Shares. Icahn Master has sole
voting power and sole dispositive power with regard to 2,407,531 Shares. Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared
dispositive power with regard to such Shares. Icahn Master II has sole voting
power and sole dispositive power with regard to 813,634 Shares. Each of Icahn
Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP,
Beckton and Mr. Icahn has shared voting power and shared dispositive power with
regard to such Shares. Icahn Master III has sole voting power and sole
dispositive power with regard to 357,953 Shares. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn has shared voting power and shared dispositive power with regard to such
Shares. Icahn Partners has sole voting power and sole dispositive power with
regard to 2,222,023 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared
voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High River (as disclosed in Item 2), may be deemed to indirectly beneficially
own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended, the "Act") the Shares which High River directly beneficially
owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of
such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by
virtue of their relationships to each of Icahn Master, Icahn Master II and Icahn
Master III (as disclosed in Item 2), may be deemed to indirectly beneficially
own (as that term is defined in Rule 13d-3 under the Act) the Shares which each
of Icahn Master, Icahn Master II and Icahn Master III directly beneficially
owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings,
Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of
such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by
virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be
deemed to indirectly beneficially own (as that term is defined in Rule 13d-3
under the Act) the Shares which Icahn Partners directly beneficially owns. Each
of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such
Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Reporting Persons,
inclusive of any transactions effected through 5:00 p.m., New York City time, on
November 2, 2011. Except as otherwise noted below, all such transactions were
purchases of Shares effected in the open market, and the table includes
commissions paid in per share prices.
Name of Date Amount Price
Reporting of of Per
Person Transaction Securities Share
---------- ------------ ----------- ------
High River 9/2/2011 70,000.00 39.59
High River 9/2/2011 25,308.00 (1) 13.81 (2)
High River 9/6/2011 34,396.00 (1) 12.07 (2)
High River 9/8/2011 22,124.00 (1) 12.18 (2)
High River 9/9/2011 80,000.00 (1) 11.40 (2)
High River 9/12/2011 80,820.00 (1) 10.27 (2)
High River 9/13/2011 34,241.00 (1) 11.09 (2)
High River 9/14/2011 9,582.00 (1) 11.73 (2)
High River 9/15/2011 40,000.00 (1) 12.76 (2)
High River 9/20/2011 15,461.00 (1) 11.88 (2)
High River 9/21/2011 30,000.00 (1) 11.18 (2)
High River 10/3/2011 100,000.00 (1) 5.65 (2)
High River 10/4/2011 66,780.00 (1) 5.27 (2)
High River 10/5/2011 76,644.00 (1) 7.17 (2)
High River 10/6/2011 200,000.00 (1) 7.76 (2)
High River 10/7/2011 200,000.00 (1) 8.00 (2)
High River 10/13/2011 53,800.00 (1) 12.69 (2)
High River 10/17/2011 28,000.00 39.17
High River 11/02/2011 1,069,156 (3) 8.98 (4)
Icahn Partners 9/2/2011 107,231.00 39.59
Icahn Partners 9/2/2011 38,768.00 (1) 13.81 (2)
Icahn Partners 9/6/2011 52,690.00 (1) 12.07 (2)
Icahn Partners 9/8/2011 33,891.00 (1) 12.18 (2)
Icahn Partners 9/9/2011 122,551.00 (1) 11.40 (2)
Icahn Partners 9/12/2011 123,807.00 (1) 10.27 (2)
Icahn Partners 9/13/2011 52,452.00 (1) 11.09 (2)
Icahn Partners 9/14/2011 14,676.00 (1) 11.73 (2)
Icahn Partners 9/15/2011 61,275.00 (1) 12.76 (2)
Icahn Partners 9/20/2011 23,685.00 (1) 11.88 (2)
Icahn Partners 9/21/2011 45,956.00 (1) 11.18 (2)
Icahn Partners 10/3/2011 153,187.00 (1) 5.65 (2)
Icahn Partners 10/4/2011 102,528.00 (1) 5.27 (2)
Icahn Partners 10/5/2011 117,428.00 (1) 7.17 (2)
Icahn Partners 10/6/2011 306,426.00 (1) 7.76 (2)
Icahn Partners 10/7/2011 306,426.00 (1) 8.00 (2)
Icahn Partners 10/13/2011 82,428.00 (1) 12.69 (2)
Icahn Partners 10/17/2011 42,900.00 39.17
Icahn Partners 11/02/2011 1,638,174.00 (3) 8.98 (4)
Icahn Master 9/2/2011 116,154.00 39.59
Icahn Master 9/2/2011 41,995.00 (1) 13.81 (2)
Icahn Master 9/6/2011 57,076.00 (1) 12.07 (2)
Icahn Master 9/8/2011 36,711.00 (1) 12.18 (2)
Icahn Master 9/9/2011 132,749.00 (1) 11.40 (2)
Icahn Master 9/12/2011 134,108.00 (1) 10.27 (2)
Icahn Master 9/13/2011 56,819.00 (1) 11.09 (2)
Icahn Master 9/14/2011 15,899.00 (1) 11.73 (2)
Icahn Master 9/15/2011 66,374.00 (1) 12.76 (2)
Icahn Master 9/20/2011 25,656.00 (1) 11.88 (2)
Icahn Master 9/21/2011 49,781.00 (1) 11.18 (2)
Icahn Master 10/3/2011 165,936.00 (1) 5.65 (2)
Icahn Master 10/4/2011 111,418.00 (1) 5.27 (2)
Icahn Master 10/5/2011 127,233.00 (1) 7.17 (2)
Icahn Master 10/6/2011 332,009.00 (1) 7.76 (2)
Icahn Master 10/7/2011 332,007.00 (1) 8.00 (2)
Icahn Master 10/13/2011 89,309.00 (1) 12.69 (2)
Icahn Master 10/17/2011 46,483.00 39.17
Icahn Master 11/02/2011 1,775,080.00 (3) 8.98 (4)
Icahn Master II 9/2/2011 39,341.00 39.59
Icahn Master II 9/2/2011 14,223.00 (1) 13.81 (2)
Icahn Master II 9/6/2011 19,331.00 (1) 12.07 (2)
Icahn Master II 9/8/2011 12,434.00 (1) 12.18 (2)
Icahn Master II 9/9/2011 44,959.00 (1) 11.40 (2)
Icahn Master II 9/12/2011 45,420.00 (1) 10.27 (2)
Icahn Master II 9/13/2011 19,245.00 (1) 11.09 (2)
Icahn Master II 9/14/2011 5,386.00 (1) 11.73 (2)
Icahn Master II 9/15/2011 22,480.00 (1) 12.76 (2)
Icahn Master II 9/20/2011 8,687.00 (1) 11.88 (2)
Icahn Master II 9/21/2011 16,860.00 (1) 11.18 (2)
Icahn Master II 10/3/2011 56,200.00 (1) 5.65 (2)
Icahn Master II 10/4/2011 36,655.00 (1) 5.27 (2)
Icahn Master II 10/5/2011 42,999.00 (1) 7.17 (2)
Icahn Master II 10/6/2011 112,203.00 (1) 7.76 (2)
Icahn Master II 10/7/2011 112,203.00 (1) 8.00 (2)
Icahn Master II 10/13/2011 30,183.00 (1) 12.69 (2)
Icahn Master II 10/17/2011 15,708.00 39.17
Icahn Master II 11/02/2011 599,468.00 (3) 8.98 (4)
Icahn Master III 9/2/2011 17,274.00 39.59
Icahn Master III 9/2/2011 6,246.00 (1) 13.81 (2)
Icahn Master III 9/6/2011 8,487.00 (1) 12.07 (2)
Icahn Master III 9/8/2011 5,459.00 (1) 12.18 (2)
Icahn Master III 9/9/2011 19,741.00 (1) 11.40 (2)
Icahn Master III 9/12/2011 19,945.00 (1) 10.27 (2)
Icahn Master III 9/13/2011 8,449.00 (1) 11.09 (2)
Icahn Master III 9/14/2011 2,365.00 (1) 11.73 (2)
Icahn Master III 9/15/2011 9,871.00 (1) 12.76 (2)
Icahn Master III 9/20/2011 3,816.00 (1) 11.88 (2)
Icahn Master III 9/21/2011 7,403.00 (1) 11.18 (2)
Icahn Master III 10/3/2011 24,677.00 (1) 5.65 (2)
Icahn Master III 10/4/2011 16,519.00 (1) 5.27 (2)
Icahn Master III 10/5/2011 18,917.00 (1) 7.17 (2)
Icahn Master III 10/6/2011 49,362.00 (1) 7.76 (2)
Icahn Master III 10/7/2011 49,364.00 (1) 8.00 (2)
Icahn Master III 10/13/2011 13,280.00 (1) 12.69 (2)
Icahn Master III 10/17/2011 6,909.00 39.17
Icahn Master III 11/02/2011 263,901.00 (3) 8.98 (4)
_________________________
(1) Represents shares underlying American-style call options purchased by the
applicable Reporting Person in the over the counter market. These call
options expire on September 2, 2013.
(2) This amount represents the cost of an applicable American-style call
option to purchase one Share. The per share exercise price of these call
options is $25.68. This exercise price will be adjusted to account for any
dividends or other distributions declared by the Issuer prior to exercise
of the options.
(3) On November 2, 2011, the Reporting Persons exercised call options for an
aggregate of 5,345,779 Shares at an exercise price of $25.68 per Share,
which represents all call options held by the Reporting Persons as of the
date of this filing.
(4) This amount represents the average cost of an applicable American-style
call option to purchase one Share. The per share exercise price of these
call options is $25.68. This exercise price will be adjusted to account for
any dividends or other distributions declared by the Issuer prior to
exercise of the options.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by the addition of the
following:
Call Options
------------
The Reporting Persons purchased, in the over the counter market,
American-style call options referencing an aggregate of 5,345,779 Shares, which
would have expired on September 2, 2013. On November 2, 2011, the Reporting
Persons exercised all such call options and thereby acquired 5,345,779 Shares,
in the aggregate.
Put Options
-----------
The Reporting Persons have sold, in the over the counter market,
European-style put options referencing an aggregate of 5,345,779 Shares, which
would have expired on the earlier of September 2, 2013 or the date on which the
corresponding American-style call option described above in this Item 6 is
exercised. On November 2, 2011, upon exercise of the call options described
above, all such put options terminated.
Except as otherwise described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: November 2, 2011
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
[Signature Page of Schedule 13D - Navistar International Corporation Amendment
No. 1 re Exercise of Options]