Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
On June 19, 2021, Navistar International Corporation ("Navistar") received a
notice required by Section 101(i)(2)(E) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), regarding a blackout period under
each of the Navistar, Inc. Retirement Accumulation Plan and the Navistar, Inc.
401(k) Plan for Represented Employees (collectively, the "Plans"). The blackout
period for the Plans is being implemented in connection with the anticipated
closing of the previously-announced merger of Dusk Inc. (the "Merger
Subsidiary"), a wholly owned indirect subsidiary of TRATON SE, with and into
Navistar (the "Merger") with Navistar continuing as the surviving corporation
and an indirect subsidiary of TRATON SE following the consummation of the
Merger, pursuant to an Agreement and Plan of Merger, dated as of November 7,
2020, among Navistar, TRATON SE and the Merger Subsidiary (the "Merger
Agreement").
The blackout period is required to facilitate the elimination of the Navistar
International Corporation Common Stock Fund (the "Navistar Stock Fund") as an
investment option under each of the Plans, and the liquidation of shares of
Navistar common stock currently held in the Plans as a result of the Merger. The
blackout period is necessary to ensure that all transactions relating to the
Navistar Stock Fund under each of the Plans are fully completed before the
Effective Time (as defined in the Merger Agreement) of the Merger and the
administrators of each of the Plans can process the receipt of the cash
consideration in the Merger in exchange for the Navistar common stock.
The consummation of the Merger remains subject to regulatory approvals and the
satisfaction of customary closing conditions set forth in the Merger Agreement.
Participants in the Plans have been advised that there will be a blackout period
under the Plans that is expected to begin as of 1:00pm (Central Time) on
June 23, 2021 and end during the week of July 4, 2021 or as soon as
administratively possible after the week of July 4, 2021 (the "Blackout
Period"). Although the Blackout Period is expected to end the week of July 4,
2021, this end date is subject to change, and could be a date that is earlier or
later than the week of July 4, 2021. Because the actual closing date of the
Merger is not certain at this time, Navistar is unable to determine the exact
dates for the Blackout Period. Further, the duration of the Blackout Period
could change, be advanced or be extended. During the Blackout Period,
participants in the Plans will be unable to sell or diversify assets held in the
Navistar Stock Fund, add or direct assets to the Navistar Stock Fund and/or take
withdrawals, loans or distributions from the portion of their accounts invested
in the Navistar Stock Fund. Participants will not be restricted from directing
or diversifying investments in the existing account balances in the Plans that
do not involve the Navistar Stock Fund.
As a result of the foregoing, on June 19, 2021, in accordance with Section 306
of the Sarbanes-Oxley Act of 2002 and Regulation BTR as promulgated by the
Securities and Exchange Commission, Navistar sent a separate notice (the
"Notice") to its directors and executive officers informing them of the Blackout
Period and certain trading prohibitions that they will be subject to during the
Blackout Period with respect to shares of Navistar common stock.
Before and during the Blackout Period and for a period of two years after the
end date thereof, inquiries concerning the Blackout Period, including the
beginning and ending dates of the trading restrictions, may be directed without
charge to:
Navistar International Corporation
2701 Navistar Drive
Lisle, Illinois 60532
Attn: Rose Murtaugh, Associate Director, Pensions
(331) 332-5037
Rose.Murtaugh@navistar.com
A copy of the Notice, which includes the information specified in Rule 104(b) of
Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Forward-Looking Statements
Certain statements in this communication, that are not purely historical, may
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and
the Private Securities Litigation Reform Act of 1995, each as amended.
Forward-looking statements provide current expectations of future events and
include any statement that does not directly relate to any historical or current
fact. Words such as "anticipates," "believes," "expects," "intends," "plans,"
"projects," or other similar expressions may identify such forward-looking
statements.
Actual results may differ materially from those discussed in forward-looking
statements as a result of factors, risks and uncertainties over which Navistar
has no control. These factors, risks and uncertainties include, but are not
limited to, the following: (i) administrative processes concerning the
elimination of the Navistar Stock Fund and the processing of the receipt of the
cash consideration in the Merger in exchange for Navistar common stock may take
more or less time than anticipated, resulting in a longer or shorter blackout
period than currently anticipated; (ii) conditions to the completion of the
proposed Merger may not be satisfied or the regulatory approvals required for
the proposed Merger may not be obtained on the terms expected or on the
anticipated schedule; (iii) the occurrence of any event,
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change or other circumstance that could give rise to the termination of the
Merger Agreement between the parties to the proposed Merger; (iv) the effect of
the announcement or pendency of the proposed Merger on Navistar's business
relationships, operating results, and business generally; (v) risks that the
proposed Merger disrupts Navistar's current plans and operations and potential
difficulties in Navistar's employee retention as a result of the proposed
Merger; (vi) risks related to diverting management's attention from Navistar's
ongoing business operations; (vii) potential and existing litigation that may be
instituted, or has been instituted, against Navistar or its directors or
officers related to the proposed Merger or the Merger Agreement between the
parties to the proposed Merger; (viii) the amount of the costs, fees, expenses
and other charges related to the proposed Merger; and (ix) such other factors as
are set forth in Navistar's periodic public filings with the SEC, including but
not limited to those described under the headings "Risk Factors" and "Forward
Looking Statements" in its Form 10-K for the fiscal year ended October 31, 2020,
which was filed with the SEC on December 17, 2020, the definitive proxy
statement on Schedule 14A, which was filed with the SEC on January 29, 2021, the
quarterly report on Form 10-Q for the fiscal quarter ended April 30, 2021, which
was filed with the SEC on June 8, 2021 and in its other filings made with the
SEC from time to time, which are available via the SEC's website at www.sec.gov.
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Forward-looking statements reflect the views and assumptions of management as of
the date of communication with respect to future events. Navistar does not
undertake, and hereby disclaims, any obligation, unless required to do so by
applicable securities laws, to update any forward-looking statements as a result
of new information, future events or other factors. The inclusion of any
statement in this communication does not constitute an admission by Navistar or
any other person that the events or circumstances described in such statement
are material.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibit
99.1 Notice Regarding Blackout Period and Regulation BTR Trading
Restrictions dated June 19, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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