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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934


NAVISTAR INTERNATIONAL CORPORATION
(Name of Subject Company (issuer))

NAVISTAR INTERNATIONAL CORPORATION
(Names of Filing Persons (identifying status as offeror, issuer or other person))


2.50% Senior Convertible Notes due 2007
(Title of Class of Securities)
  63934EAG3 (Registered)
63934EAF5 (Restricted)
(CUSIP Number of Class of Securities)



Copies to:
Robert J. Perna
Corporate Secretary
Navistar International Corporation
4201 Winfield Road
P.O. Box 1488
Warrenville, Illinois 60555
(630) 753-5000
  Dennis M. Myers, P.C.
Kirkland & Ellis, LLP
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE


Transaction Valuation*
  Amount of Filing Fee**

$190,000,000   $20,330

*
Calculated solely for purposes of determining the filing fee. The purchase price of the 2.50% Senior Convertible Notes due 2007, as described herein, is $1,000.00 per $1,000 principal amount outstanding.

**
The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $107 for each $1,000,000 of the value of the transaction.

o

 

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

Amount Previously Paid:

Not applicable.

 

Filing party:

Not applicable
    Form or Registration No.: Not applicable   Date Filed: Not applicable.

o

 

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

        Check the appropriate boxes below to designate any transactions to which the statement relates:

o Third-party tender offer subject to Rule 14d-1   ý Issuer tender offer subject to Rule 13e-4.
o Going-private transaction subject to Rule 13e-3.   o Amendment to Schedule 13D under Rule 13d-2.




        Check the following box if the filing is a final amendment reporting the results of the tender offer:

Item 1.    Summary Term Sheet.

        Summary Term Sheet.    This Tender Offer Statement on Schedule TO is being filed by Navistar International Corporation (the "Company"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, in connection with its offer (the "Tender Offer") to purchase for cash any and all outstanding 2.50% Senior Convertible Notes due 2007 (the "2.50% Notes"), upon the terms and subject to the conditions set forth in the offer to purchase and consent solicitation statement dated June 27, 2006 (the "Offer to Purchase") and in the related Consent and Letter of Transmittal, which are Exhibits (a)(1) and Exhibit (a)(2) to this Schedule TO, respectively.

        The information set forth in the Offer to Purchase under the captions "Summary Term Sheet" and "Answers to Questions You May Have" are incorporated herein by reference.

Item 2.    Subject Company Information.

Item 3.    Identity and Background of Filing Person.

Name

  Position
Daniel C. Ustian   Chairman, President and Chief Executive Officer
Robert C. Lannert   Vice Chairman and Chief Financial Officer
William Caton   Executive Vice President-Finance
John J. Allen   President, Engine Group of International Truck and Engine Corporation
D.T. (Dee) Kapur   President, Truck Group of International Truck and Engine Corporation
Phyllis E. Cochran   Vice President and General Manager, Parts Operations of International Truck and Engine Corporation
Steven K. Covey   Senior Vice President and General Counsel
Pamela J. Turberville   Senior Vice President and Chief Executive Officer of Navistar Financial Corporation
Terry M. Endsley   Vice President and Treasurer
Thomas M. Hough   Vice President, Strategic Initiatives
     

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Gregory W. Elliott   Vice President, Corporate Human Resources and Administration of International Truck and Engine
Robert J. Perna   Corporate Secretary
Y. Marc Belton   Director
Eugenio Clariond   Director
John D. Correnti   Director
Dr. Abbie J. Griffin   Director
Michael N. Hammes   Director
James H. Keyes   Director
Southwood J. Morcott   Director
Dennis Williams   Director

Item 4.    Terms of the Transaction.

(a)
Material Terms.
(1)
Tender Offers. The information set forth in the Offer to Purchase is incorporated herein by reference.

(2)
Mergers or Similar Transactions. Not applicable.

(b)
Purchases. Except as set forth below, no officer, director or affiliate of the Company owns any 2.50% Notes, and will not tender any 2.50% Notes in the tender offer.

Item 5.    Past Contacts, Transactions, Negotiations and Agreements.

(e)
On December 16, 2002, the Company issued the 2.50% Notes in aggregate principal amount of $190.0 million pursuant to an Indenture, dated December 16, 2002, by and among the Company, International Truck and Engine Corporation and BNY Midwest Trust Company, as trustee (the "Indenture").

Item 6.    Purposes of the Transaction and Plans or Proposals.

(a)
Purposes. The information set forth in the Offer to Purchase under the caption "Purpose of the Tender Offer and Consent Solicitation" is incorporated herein by reference.

(b)
Use of the Securities Acquired. The 2.50% Notes acquired in the transaction will be retired and cancelled by the Company.

(c)
Plans.

Item 7.    Source and Amount of Funds or Other Consideration.

(a)
Source of Funds. The information set forth in the Offer to Purchase under the caption "Answers to Questions You May Have—How Will Navistar Pay for the Tendered Notes" and "Sources and Amount of Funds" is incorporated herein by reference.

(b)
Conditions. The information set forth in the Offer to Purchase under the caption "Sources and Amount of Funds" is incorporated herein by reference.

(d)
Borrowed Funds.
(1)
The information set forth in the Offer to Purchase under the caption "Answers to Questions You May Have—How Will Navistar Pay for the Tendered Notes" and "Sources and Amount of Funds" is incorporated herein by reference.

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Item 8.    Interest in Securities of the Subject Company.

(a)
Securities Ownership.

        2.50% Notes.    None of the Company, any of the Company's subsidiaries or, to the Company's knowledge, any of the Company's affiliates owns any 2.50% Notes.

        Common Stock.    As of June 26, 2006, the Company held an aggregate of 5,158,223 shares of Common Stock as treasury shares In addition, as of June 26, 2006, the International Truck and Engine Corporation Non-Contributory Retirement Plan Trust (the "Hourly Trust"), International Truck and Engine Corporation Retirement Plan for Salaried Employees Trust (the "Salaried Trust"), and International Truck and Engine Corporation Retiree Health Benefit Trust (the "Health Benefit Trust"), owned an aggregate of 7,755,030 shares of Common Stock, or 11.0% of the outstanding Common Stock, as follows: Hourly Trust—4,653,018 shares; Salaried Trust—1,551,006 shares; and Health Benefit Trust—1,551,006 shares. Each trust is a funding trust for an employee benefit plan sponsored by International Truck and Engine Corporation ("International"), the principal operating subsidiary of the Company. The trust agreements of the Hourly Trust and the Salaried Trust provide that the trustee is a directed trustee with respect to Navistar stock held by the trusts and that the Pension Fund Investment Committee of International (the "PFIC"), or an investment manager designated by the PFIC, is to direct the trustee with respect to the voting or disposition of the Company's Common Stock. The trust agreement for the Health Benefit Trust provides that International, or an investment manager appointed by International, is to direct the trustee with respect to voting and disposition of Navistar stock. International has delegated authority for such matters related to the Health Benefit Trust to the PFIC, all of whom are employees of the Company. U.S. Trust Company ("U.S. Trust") has subsequently been appointed the investment manager for each trust with respect to the Company's Common Stock, and U.S. Trust has been given discretionary authority regarding voting and disposition of the Company's Common Stock. Since the PFIC and the Company have the power to revoke or change the appointment of U.S. Trust (and therefore reacquire the voting and dispositive control over the Common Stock), the committee, International or the Company could be considered "beneficial owners" of the Common Stock held by the trusts. The address of each of the trusts is c/o International Truck and Engine Corporation, 4201 Winfield Road, Warrenville, Illinois 60555.

        Set forth below is the beneficial ownership of the Common Stock as of June 26, 2006 of the directors and/or executive officers of the Company. In general, beneficial ownership includes those shares a director or executive officer has the power to vote or transfer, and stock options exercisable

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within 60 days. The address of each of the directors and executive officers is c/o Navistar International Corporation, 4201 Winfield Road, Warrenville, Illinois 60555.

 
  No. of Shares of
Common Stock Beneficially Owned

   
Name

  Owned
  Stock Options
  Total
  % of
Outstanding
Common Stock

Daniel C. Ustian   69,930   473,767   543,697   *
Robert C. Lannert   225,225   422,570   647,795   *
William Caton   61,368     61,368   *
John J. Allen   22,120   51,058   73,178   *
D.T. (Dee) Kapur   48,908   55,855   104,762   *
Phyllis E. Cochran   13,961   50,053   64,014   *
Steven K. Covey   13,513   27,067   40,580   *
Pamela J. Tuberville   28,680   208,621   237,301   *
Terry M. Endsley   12,664   49,578   62,242   *
Thomas M. Hough   43,928   78,582   122,510   *
Gregory W. Elliott   4,179   32,700   36,879   *
Robert J. Perna     11,434   11,434   *
Y. Marc Belton   2,919   16,334   19,253   *
Eugenio Clariond   2,066   9,334   11,400   *
John D. Correnti   13129   22,334   35,463   *
Dr. Abbie J. Griffin   2,999   11,834   14,833   *
Michael N. Hammes   3,379   9,834   13,213   *
James H. Keyes   11,682   9,334   21,016   *
Southwood J. Morcott   4,799   11,834   16,633   *
Dennis Williams        

*
Percentage of shares beneficially owned does not exceed one percent of class.

(b)
Securities Transactions. Based on the Company's records and on information provided to the Company by its respective directors or executive officers, none of the Company or persons controlling the Company, and, to the best of the Company's knowledge, none of the directors or executive officers of the Company or any of its subsidiaries has effected any transactions in the 2.50% Notes or, except as noted below, the Company's Common Stock during the past 60 days. Messrs. Clariond and and Keyes, each of which is a director of the Company, were granted deferred share units for their service on the Board and its committees. Under the Company's Non-Employee Directors Deferred Fee Plan, directors may defer all or a portion of their retainer fee or meeting fees into phantom stock units. The units are settled on a one-for-one basis for shares of Common Stock upon the director's retirement or other date certain designated by the director at the time he elects to defer the fees. The following table sets forth these grants:

Date of Transaction
  Name
  No. of Deferred Shares Granted
06/20/2006   Eugenio Clariond   186.761
05/24/2006   James H. Keyes   120.072
06/20/2006   James H. Keyes   249.014

Item 9.    Persons/Assets, Retained, Employed, Compensated or Used.

(a)
Solicitations or Recommendations. The information set forth in the Offer to Purchase under the caption "Dealer Managers and Solicitation Agents" is incorporated herein by reference.

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Item 10.    Financial Statements.

        Financial Statements.    The Company believes that the financial information required by Items 1010(a) and (b) of Regulation M-A is not material because: (i) the consideration offered for the 2.50% Notes consists solely of cash, (ii) the offer is not subject to any financing condition, (iii) the Company is a public reporting company under Section 13(a) of the Exchange Act that files reports electronically on EDGAR and (iv) the offer is for all outstanding 2.50% Notes.

Item 11.    Additional Information.

(a)
Agreements, Regulatory Requirements and Legal Proceedings.

  (1) None.
 
(2)

The only regulatory requirements that must be met are those imposed by applicable securities laws and the rules and regulations promulgated by the National Association of Securities Dealers and the New York Stock Exchange.
 
(3)—(5)

None.
(b)
Other Material Information. The information set forth in the Offer to Purchase and the Consent and Letter of Transmittal (Exhibits (a)(1) and (a)(2), respectively, to this Schedule TO) is incorporated herein by reference.

Item 12.    Exhibits.

(a)(1) Offer to Purchase and Consent Solicitation Statement, dated June 27, 2006.

(2)

Form of Letter of Transmittal

(3)

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.

(4)

Form of Letter to Clients.

(5)

Press Release issued by the Company on June 27, 2006.

(b)(1)

Credit Agreement, dated February 22, 2006, among the Company, the Subsidiary Guarantors Party Thereto, the Lenders Party Thereto, Credit Suisse, as Administrative Agent, Banc of America Securities LLC, as Syndication Agent, and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as Documentation Agents, incorporated by reference to Exhibit (b)(1) to the Schedule TO, dated February 24, 2006, filed by the Company in connection with its tender offer for all of its 4.75% Subordinated Exchangeable Notes 2009.

(d)(1)

Indenture (including the form of 2.50% Senior Convertible Note due 2007), dated as of December 16, 2002, by and among the Company, International Truck and Engine Corporation and BNY Midwest Trust Company, as Trustee, incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3, dated February 25, 2003 (SEC No. 333-103437).
(g)
The information set forth in response to Item 12(a)(1) of this Schedule TO is incorporated herein by reference.

(h)
Not applicable.

Item 13.    Information Required by Schedule 13E-3.

        Not applicable.

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SIGNATURE

        After due 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.

Date: June 27, 2006

    NAVISTAR INTERNATIONAL CORPORATION

 

 

By:

/s/  
TERRY M. ENDSLEY      
      Name: Terry M. Endsley
Its:        Vice President and Treasurer

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