PAGE 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 ( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended October 31, 1993 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to Commission file number 1-9618 NAVISTAR INTERNATIONAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 36-3359573 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 455 North Cityfront Plaza Drive, Chicago, Illinois 60611 - -------------------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (312) 836-2000 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered - --------------------------------------------- ----------------------- Common stock, par value $0.10 per share New York Stock Exchange Chicago Stock Exchange Pacific Stock Exchange Series A warrants New York Stock Exchange Pacific Stock Exchange $6.00 cumulative convertible preferred stock, Series G (with $1.00 par value) New York Stock Exchange Cumulative convertible junior preference stock, Series D (with $1.00 par value) New York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days: Yes X No --- --- As of January 20, 1994 the aggregate market value of Common Stock (excluding Class B Common Stock) held by non-affiliates of the registrant was $1,312,845,561. As of January 24, 1994, the number of shares outstanding of the registrant's Common Stock was 49,776,135 and the Class B Common Stock was 25,240,305. Documents Incorporated by Reference ----------------------------------- 1993 Annual Report to Shareowners (Parts I, II and IV) 1993 Proxy Statement (Parts I and III) Navistar Financial Corporation 1993 Annual Report on Form 10-K (Part IV) PAGE 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT TO APPLICATION OR REPORT Filed Pursuant to Section 12, 13 or 15(d) of THE SECURITIES EXCHANGE ACT of 1934 Commission File Number 1-9618 NAVISTAR INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) AMENDMENT NO. 1 The undersigned registrant hereby amends its Annual Report on Form 10-K for the fiscal year ended October 31, 1993, solely for the purpose of refiling Exhibit 3.2. The Exhibit Index follows the signature page for this Amendment. Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Navistar International Corporation ---------------------------------- (Registrant) /s/ J. Steven Keate ---------------------------------- J. Steven Keate Vice President and Controller (Principal Accounting Officer) May 4, 1998 Page 3 Item 7. FINANCIAL STATEMENTS AND EXHIBITS (C) Exhibits Page ---- Exhibit No. Description ----------- ----------- E-1 3.2 Restated Certificate of Incorporation of Navistar International Corporation (as amended and in effect on July 1, 1993)