UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment ___)*
Navistar International Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
63934E108
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(CUSIP Number)
August 20, 2007**
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this is
filed:**
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
** VOLUNTARY FILING not required under applicable law or rules.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 7 pages)
CUSIP No. 63934E108
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Ore Hill Hub Fund Ltd.
Tax I.D. 98-0379390
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Cayman Islands
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Number of 5. Sole Voting Power 0
Shares ---------------------------------------------------
Beneficially 6. Shared Voting Power 1,942,823
Owned by ---------------------------------------------------
Each Reporting 7. Sole Dispositive Power 0
Person With ---------------------------------------------------
8. Shared Dispositive Power 1,942,823
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,942,823
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See instructions)
[ ]
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11. Percent of Class Represented by Amount in Row (9)
2.76%
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12. Type of Reporting Person (See Instructions)
OO
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(Page 2 of 7 pages)
CUSIP No. 63934E108
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Ore Hill Partners LLC
Tax I.D. 03-0420197
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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Number of 5. Sole Voting Power 0
Shares ---------------------------------------------------
Beneficially 6. Shared Voting Power 1,942,823
Owned by ---------------------------------------------------
Each Reporting 7. Sole Dispositive Power 0
Person With ---------------------------------------------------
8. Shared Dispositive Power 1,942,823
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,942,823
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See instructions)
[ ]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.76%
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12. Type of Reporting Person (See Instructions)
IA
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(Page 3 of 7 pages)
Item 1.
(a) Name of Issuer:
Navistar International Corporation
(b) Address of Issuer's Principal Executive Offices:
4201 Winfield Road, P.O Box 1488, Warrenville, Illinois 60555
Item 2.
(a) Name of Persons Filing:
This Statement relates to shares held by Ore Hill Hub Fund
Ltd. ("OH Hub Fund"). Ore Hill Partners LLC ("OH Partners") is
the investment manager of the OH Hub Fund. Accordingly, each
of OH Hub Fund and OH Partners may be deemed to have voting
and dispositive power with respect to the shares reported
herein.
(b) Address of Principal Business Office or, if none, Residence:
The address of the principal business office of: (i) OH Hub
Fund is c/o Citi Hedge Fund Services (Cayman), Ltd., 27
Hospital Road, P.O. Box 1748GT, Cayman Corporate Centre,
George Town, Grand Cayman, Cayman Islands, BWI, and (ii) OH
Partners is 650 Fifth Avenue, 9th Floor, New York, New York
10019.
(c) Citizenship:
OH Hub Fund is a Cayman Islands exempted company. OH Partners
is a Delaware limited liability company.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
63934E108
Item 3.
This is a voluntary filing and is not required to be made
under Section 13 of the Securities Exchange Act of 1934 or
Regulation 13D-G thereunder. The persons joining in this
filing have and assume no obligation to update or otherwise
amend this filing or any of the information set forth herein
unless and to the extent they may at a subsequent date become
required to do under such law and regulation.
Item 4. Ownership.
As to each person joining in the filing of this Statement
(a) Amount beneficially owned: 1,942,823 shares held by OH Hub
Fund.
(b) Percent of class: 2.76%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote: 1,942,823
shares.
(iii) Sole power to dispose or to direct the disposition
of: 0.
(iv) Shared power to dispose or to direct the disposition
of: 1,942,823 shares.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
(Page 4 of 7 pages)
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of a Group.
Not applicable.
Item 10. Certification.
By signing below OH Partners certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
By signing below OH Hub Fund certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 20, 2007
ORE HILL PARTNERS LLC,
individually and on behalf of
ORE HILL HUB FUND LTD.
By: /s/ CLAUDE A. BAUM
------------------------------------
Name: Claude A. Baum
Title: General Counsel
(Page 5 of 7 pages)
Exhibit Index
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Exhibit Page No.
A. Joint Filing Agreement, dated August 20, 2007, by and 7
between Ore Hill Hub Fund Ltd. and Ore Hill Partners LLC
(Page 6 of 7 pages)
EXHIBIT A
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JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Navistar International Corporation dated August
20, 2007 is, and any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
August 20, 2007
ORE HILL PARTNERS LLC,
individually and on behalf of
ORE HILL HUB FUND LTD.
By: /s/ CLAUDE A. BAUM
------------------------------------
Name: Claude A. Baum
Title: General Counsel
(Page 7 of 7 pages)