UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: January 13, 2021
NAVISTAR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-9618 | 36-3359573 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
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2701 Navistar Drive Lisle Illinois |
60532 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (331) 332-5000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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| Common Stock, par value $0.10 | NAV | New York Stock Exchange | ||
| Cumulative convertible junior preference stock, Series D (par value $1.00) | NAV-PD | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 2.05 |
COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES |
On January 13, 2021, Navistar International Corporation (the “Company”) approved a plan to sell its facility in Melrose Park, IL (the “Melrose Park Facility”) and cease all operations at the Melrose Park Facility by November 2021. Due to a reduction in the Company’s overall engine manufacturing, the lack of engine manufacturing at the Melrose Park Facility, and the trucking industry’s increasing interest in alternative fuel drivetrains, a property the size of the Melrose Park Facility is not necessary for the remaining engine testing and administrative functions currently performed. In connection with the cessation of operations at the Melrose Park Facility, the Company expects that half of its current workforce of approximately 500 employees at the Melrose Park Facility will be transferred to the Company’s other facilities.
As a result of the Company’s disposition of, and exit from, the Melrose Park Facility, the Company expects to incur pre-tax charges of approximately $85 million, of which, $75 million are expected to be incurred in fiscal year 2021, with the remainder being incurred in fiscal year 2022. The total charges consist of $22 million for employee separation and other pension and post retirement contractual termination benefits, and approximately $31 million for other-related charges. In addition, the Company anticipates approximately $32 million in charges for accelerated depreciation and impairment impacts related to the sale and the cessation of the operations at the Melrose Park Facility. Approximately $40 million of these charges will result in additional future cash outlays.
| ITEM 7.01 |
REGULATION FD DISCLOSURE |
In accordance with General Instruction B.2. to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
On January 13, 2021, the Company issued a press release announcing its plan to sell the Melrose Park Facility and cease all operations at the Melrose Park Facility by November 2021. The press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
| (d) |
Exhibits |
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Exhibit
No. |
Description of Exhibit |
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| 99.1 | Press release, dated January 13, 2021, “Navistar to Sell Melrose Park, Ill. Campus to Developer” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
Forward-Looking Statements
Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and Navistar International Corporation assumes no obligation to update the information included in this report. Such forward-looking statements include our expectations as to the portion of the Melrose Park Facility workforce that will be transferred to the Company’s other facilities, our expectations concerning the amount of pre-tax charges that will be incurred and information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as believe, expect, anticipate, intend, plan,
estimate, or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties, and assumptions. For a further description of these factors, see the risk factors set forth in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended October 31, 2020. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NAVISTAR INTERNATIONAL CORPORATION | ||
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(Registrant) |
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| By: |
/s/ Walter G. Borst |
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Name: Title: |
Walter G. Borst Executive Vice President and Chief Financial Officer |
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Dated: January 13, 2021
