LISLE, Ill., Oct. 8, 2012 /PRNewswire/ -- Navistar
International Corporation (NYSE: NAV) today announced that
Vincent J. Intrieri and Mark H. Rachesky have been appointed to the
company's Board of Directors. The company also agreed to add
a third director to the Navistar Board, who will be designated and
mutually agreed upon by Icahn Partners and its affiliated entities
("Icahn") and MHR Fund Management LLC and its affiliated entities
("MHR").
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Mr. Intrieri and Dr. Rachesky will replace Mr. Eugenio Clariond and Mr. Steven J. Klinger, who have agreed to retire
from the Navistar Board of Directors. The mutually agreed
upon third director will also replace an existing Navistar
director. The three new directors will stand for election at
the company's 2013 Annual Meeting of Shareholders. The Board
will remain at ten members so long as either Icahn or MHR continues
to have a designee on the Board.
"We are pleased to have reached an agreement with Icahn and MHR
as we believe it is in the best interest of the company and all of
its shareholders," said Michael N.
Hammes, Navistar's independent lead director.
Lewis B. Campbell, Navistar's
chairman and chief executive officer, said, "Vince and Mark will
provide meaningful shareholder representation on the Board, and we
welcome their insights and look forward to working with them
constructively as we continue to execute on our plan to drive
long-term profitability and deliver shareholder value. On
behalf of the Board, I would also like to thank Eugenio and Steven
for their contributions and service to Navistar during their time
as directors."
Mr. Icahn stated, "I am glad to have reached an agreement that
provides strong shareholder representation on the Board and look
forward to working diligently with the Board to enhance value at
Navistar."
Dr. Rachesky stated, "I am pleased with the favorable outcome of
the process which resulted in giving shareholders meaningful board
representation. I look forward to working closely with
management and other members of the Board of Directors of Navistar
to effect the changes necessary to drive value for all
shareholders."
The appointment of the new directors is pursuant to an agreement
the company has entered into with each of Icahn and MHR. In
the agreements, Icahn and MHR have agreed that they will not run a
proxy contest at the 2013 annual meeting and will support the
Board's nominees, as well as certain other provisions. The
full agreements will be filed in a Form 8-K with the Securities and
Exchange Commission.
Vincent J. Intrieri has been
employed by entities related to Carl C.
Icahn since October 1998 in
various investment related capacities. Since January 1, 2008, he has served as Senior Managing
Director of Icahn Capital L.P., the entity through which
Carl C. Icahn manages investment
funds. From 2006 to September
2012, he was a director of Icahn Enterprises G.P. Inc., the
general partner of Icahn Enterprises L.P. (Nasdaq: IEP). In
addition, since November 2004, he has
been a Senior Managing Director of Icahn Onshore LP, the general
partner of Icahn Partners, and Icahn Offshore, the general partner
of Icahn Master, Icahn Master II and Icahn Master III, entities
through which Mr. Icahn invests in securities. He is
currently the chairman of CVR Energy, Inc., and also serves on the
boards of Federal−Mogul Corporation and Chesapeake Energy
Corporation. He is also chairman of the board and a director
of PSC Metals, Inc., (a privately held, non-listed company).
He is a former director of Motorola Solutions, Inc., Lear
Corporation, Dynegy Inc., WCI Communities, Inc., WestPoint
International, Inc., National Energy Group, Inc., XO Holdings LLC,
American Railcar Industries, Inc. and Viskase Companies, Inc.
Mr. Intrieri received his Bachelor's degree in Accounting
from The Pennsylvania State University
and was a certified public accountant.
Dr. Rachesky is the President of MHR Fund Management LLC
("MHR"), an investment firm that he founded in 1996. MHR has
in excess of $5 billion of assets
under management and takes a highly differentiated,
control-focused, private equity approach to investing in distressed
and undervalued middle-market companies. Dr. Rachesky
currently serves as Chairman of the Board of Lions Gate Entertainment Corp., Loral Space &
Communications Inc., Telesat Holdings Inc. and Leap Wireless
International Inc. Dr. Rachesky holds a B.S. in molecular aspects
of cancer from the University of
Pennsylvania, a M.D. from the Stanford
University School of Medicine and a M.B.A. from the
Stanford University School of
Business.
About Navistar
Navistar International Corporation (NYSE: NAV) is a holding
company whose subsidiaries and affiliates produce International®
brand commercial and military trucks, MaxxForce® brand diesel
engines, IC Bus™ brand school and commercial buses and Navistar RV
recreational vehicles. The company also provides truck and
diesel engine service parts. Another affiliate offers
financing services. Additional information is available at
www.Navistar.com/newsroom.
Cautionary Statement Regarding Forward-Looking Statements
Information provided and statements contained in this
report that are not purely historical are forward-looking
statements within the meaning of Section27A of the Securities Act
of 1933, as amended, Section21E of the Securities Exchange Act of
1934, as amended, and the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements only speak as of the date
of this report and the company assumes no obligation to update the
information included in this report. Such forward-looking
statements include 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,
2011 and quarterly reports for fiscal 2012. 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.
SOURCE Navistar International Corporation