Carl C. Icahn today issued the
following letter to the shareholders of Navistar International Corporation
NAV:
Dear Fellow Navistar Shareholders:
In its September 10 press release the Navistar Board dismissed my September 9
letter as "threats, attacks and disruption rather than continuing constructive
engagement." As that Board is well aware, I have a $330.9 million investment
in Navistar, a company with a market capitalization that has fallen from just
under $3.5 billion to $1.7 billion in the past 12 months. The top four
holders alone own approximately 56% of Navistar stock. Meanwhile, total
ownership of the Board and management is less than 1.5%, nearly all of which
has been granted to them by Navistar (in other words by you and me) -- they
have no skin in the game. I have a message for the Navistar Board: My
comments are not threats, they are demands that I take very seriously in light
of my substantial investment, and as should you, in light of your fiduciary
obligations.
Sadly, the comments made by the Navistar Board of Directors in their September
10 press release were not surprising to me. Their comments were, in my
opinion, nothing but a jumble of legal jargon about taking their "fiduciary
duties very seriously"; half-baked promises regarding "new leadership," a weak
attempt to take credit for giving up on their prior emissions strategy, as
though shareholders should be thankful that they only spent three years in the
EGR quagmire, and blatant falsehoods as to their supposed "ongoing dialogues
with shareholders." All of this nonsense is totally consistent with the
non-productive run around that has been emblematic of my relationship with
this Board, whose concept of "dialogue," in my opinion, amounts to dogmatic,
inflexible mantras, rather than the actual exchange of ideas in an effort to
reach a mutual understanding for the betterment of Navistar and its owners.
In fact, on September 6, 2012, the new Navistar Chairman, Lewis Campbell
admitted that he has made no attempt to discuss any of these matters with us
or other shareholders. When asked if he had discussions with any large
shareholders Mr. Campbell made the following astonishing statement:
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