Navistar Amends Settlement Deals And Stockholder Rights Plan

(RTTNews) - Truck and engine maker Navistar International Corp. (NAV) said Monday that it has amended settlement agreements with its shareholders Icahn Partners and MHR Fund Management LLC, enabling the shareholders to each nominate two directors for election to the company's board at the 2014 annual meeting.

Navistar has also made changes to its stockholders rights plan to allow for an increase in beneficial ownership of the company's common stock to just below 20 percent.

As part of the settlement agreements, Icahn Partners and MHR will be given the opportunity to each designate two nominees for election to the board of directors at Navistar's annual meeting of shareholders in February 2014. In addition, Icahn and MHR have agreed not to run a proxy contest at the company's 2014 annual meeting and will support the board's nominees.

Navistar said that to allow for the additional director designated by the amended settlement agreements, John Pope has decided to retire from the board with immediate effect. Following Pope's retirement, Navistar will have nine members on its board until the annual meeting of shareholders in February 2014, at which point the company plans to nominate ten directors.

Navistar's board has also approved an amendment to the company's rights plan that extends its expiration date to June 18, 2015 from August 31, 2013. The amendment to the rights plan allows for an increase in beneficial ownership of common stock to 19.99 percent from 15 percent, without triggering the rights pursuant to the rights plan.

Troy Clarke, president and chief executive officer of Navistar said, "We view the updated agreements with Icahn Partners and MHR, as well as the amendment to the Rights Plan, as positive steps as we continue to execute our turnaround plan and drive the company to restored profitability."

Navistar will file details about the rights plan and the amended agreements with Icahn as well as MHR in a Form 8-K with the U.S. Securities and Exchange Commission.

In Monday's regular session, NAV is trading at $29.92, up $0.76 or 2.61 percent on a volume of 88,408 shares.