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UPDATE: More Changes At Navistar

Posted on October 8, 2012

Navistar International Corp. announced two new members of to the board of directors, along with an additional board member who will be designated and mutually agreed on by Icahn Partners and MHR Fund Management LLC.

And shortly after that news, the company made the additional announcement that Jim Hebe, Navistar senior vice president, North America Sales Operations, was retiring. Hebe, 63, has led the company’s North American Truck sales and marketing efforts since rejoining the company in 2008.

A well-known and sometimes controversial figure, Hebe began his career at International Harvester (Navistar’s predecessor) in 1971 and later became a heavy truck salesman for International Trucks. After leaving International Harvester, Hebe held leadership roles of increasing responsibility with American LaFrance, Kenworth Truck Co. and Kenworth of Tampa, culminating with his appointment to chairman, president and chief executive officer of Freightliner in 1992.

After leaving Freightliner in 2001, Hebe became head of Seagrave Fire Apparatus, LLC in Clintonville, Wis. He returned to the trucking industry in 2006 when he became dealer principal of Co-Van/Cascadia International, before re-joining Navistar, Inc. two years later as senior VP.

The two new board members are Vincent J. Intrieri and Mark H. Rachesky, who will replace Eugenio Clariond and Steven J. Klinger, who have agreed to retire. The mutually agreed upon third director will also replace an existing Navistar director. The three new directors will stand for election at the company’s 2013 annual meeting. The board will remain at 10 members so long as either Icahn or MHR continues to have a designee on the board.

The appointment of the new directors is pursuant to an agreement the company has entered into with each of Icahn and MHR. In the agreements, Icahn and MHR have agreed that they will not run a proxy contest at the 2013 annual meeting and will support the board’s nominees, as well as certain other provisions. The full agreements will be filed with the Securities and Exchange Commission.

Intrieri has been employed by entities related to Carl C. Icahn since October 1998 in various investment related capacities. He is currently the chairman of CVR Energy, Inc., and also serves on the boards of Federal−Mogul Corp. and Chesapeake Energy Corp.

Dr. Rachesky is president of MHR Fund Management LLC, an investment firm that he founded in 1996. MHR has in excess of $5 billion of assets under management and takes a highly differentiated, control-focused, private equity approach to investing in distressed and undervalued middle-market companies.

Rachesky currently serves as chairman of the board of Lions Gate Entertainment Corp., Loral Space & Communications Inc., Telesat Holdings Inc. and Leap Wireless International Inc.

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