Navistar Board Takes No Action on Shareowner Resolution to Remove Shareowner Rights Plan

Apr 17, 2001, 01:00 ET from Navistar International Corporation

    CHICAGO, April 17 /PRNewswire/ -- Navistar International Corporation
 (NYSE:   NAV) announced today that the company's board of directors took no
 action on a shareowner resolution requesting the board to remove a preferred
 share purchase rights plan that is designed to protect shareowners against
 unsolicited takeover tactics.  The company is not aware of any such attempt at
 present.  The board adopted the shareowner rights proposal two years ago. A
 majority of shareowners at the company's annual meeting last February 20 voted
 in favor of a proposal by GAMCO Investors, Inc. to request the board to remove
 the rights plan.
     John R. Horne, Navistar, chairman president and chief executive officer,
 said directors seriously considered the shareowner resolution at its regularly
 scheduled meeting but felt that it was best to leave the rights plan in place.
 "We are in a changing industry that is at the bottom of the business cycle and
 our stock price is low relative to our long term prospects," Horne said.
 "Particularly under these circumstances, the Navistar board of directors felt
 the rights plan is in the best long term interests of shareowners because it
 maintains the board's ability to effectively represent the interests of the
 company and shareowners in the event of an unforeseen unsolicited takeover
 attempt."
     Horne noted that the board regularly reviews the rights plan and could
 vote to remove or amend it if future circumstances dictate a change.
 Navistar International Corporation (NYSE:   NAV) is the parent company of
 International Truck and Engine Corporation, a leading producer of mid-range
 diesel engines, medium trucks, school buses, heavy trucks, severe service
 vehicles, and parts and service sold under the International(r) brand.  The
 company also is a private label designer and manufacturer of diesel engines
 for the pickup truck, van and SUV markets.  With world headquarters in
 Chicago, Navistar had 2000 sales and revenues of  $8.5 billion.  Additional
 information can be found on the company's web site at
 www.internationaldelivers.com
 
 

SOURCE Navistar International Corporation
    CHICAGO, April 17 /PRNewswire/ -- Navistar International Corporation
 (NYSE:   NAV) announced today that the company's board of directors took no
 action on a shareowner resolution requesting the board to remove a preferred
 share purchase rights plan that is designed to protect shareowners against
 unsolicited takeover tactics.  The company is not aware of any such attempt at
 present.  The board adopted the shareowner rights proposal two years ago. A
 majority of shareowners at the company's annual meeting last February 20 voted
 in favor of a proposal by GAMCO Investors, Inc. to request the board to remove
 the rights plan.
     John R. Horne, Navistar, chairman president and chief executive officer,
 said directors seriously considered the shareowner resolution at its regularly
 scheduled meeting but felt that it was best to leave the rights plan in place.
 "We are in a changing industry that is at the bottom of the business cycle and
 our stock price is low relative to our long term prospects," Horne said.
 "Particularly under these circumstances, the Navistar board of directors felt
 the rights plan is in the best long term interests of shareowners because it
 maintains the board's ability to effectively represent the interests of the
 company and shareowners in the event of an unforeseen unsolicited takeover
 attempt."
     Horne noted that the board regularly reviews the rights plan and could
 vote to remove or amend it if future circumstances dictate a change.
 Navistar International Corporation (NYSE:   NAV) is the parent company of
 International Truck and Engine Corporation, a leading producer of mid-range
 diesel engines, medium trucks, school buses, heavy trucks, severe service
 vehicles, and parts and service sold under the International(r) brand.  The
 company also is a private label designer and manufacturer of diesel engines
 for the pickup truck, van and SUV markets.  With world headquarters in
 Chicago, Navistar had 2000 sales and revenues of  $8.5 billion.  Additional
 information can be found on the company's web site at
 www.internationaldelivers.com
 
 SOURCE  Navistar International Corporation