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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Core Molding Technologies, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
218683100
(CUSIP Number)
Steven K. Covey
Senior Vice President and General Counsel
International Truck and Engine Corporation
4201 Winfield Road, Warrenville, IL 60555
(630) 753-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
July 17, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box:
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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.
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).
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Name of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
International Truck and Engine Corporation (formerly Navistar International Transportation Corp.) |
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Check the Applicable Box if a Member of a Group
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(a) o |
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(b) þ |
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SEC Use Only |
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Source of Funds |
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OO |
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Item 2(d) or 2(e) |
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o |
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Citizenship or Place of Organization |
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Delaware
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Sole Voting Power |
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| Number of |
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664,000 |
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| Shares |
8 |
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Shared Voting Power |
| Beneficially |
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| Owned by |
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0 |
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| Each |
9 |
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Sole Dispositive Power |
| Reporting |
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664,000 |
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| With |
10 |
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Shared Dispositive Power |
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0 |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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664,000 |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
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Percent of Class Represented by Amount in Row (11) |
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9.9% |
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Type of Reporting Person |
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CO |
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Name of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
Navistar International Corporation (of which International Truck and Engine Corporation is a wholly-owned subsidiary) |
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Check the Applicable Box if a Member of a Group
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(a) o |
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(b) þ |
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SEC Use Only |
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Source of Funds |
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OO |
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Item 2(d) or 2(e) |
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o |
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Citizenship or Place of Organization |
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Delaware
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Sole Voting Power |
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| Number of |
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664,000 |
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| Shares |
8 |
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Shared Voting Power |
| Beneficially |
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| Owned by |
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0 |
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| Each |
9 |
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Sole Dispositive Power |
| Reporting |
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664,000 |
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| With |
10 |
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Shared Dispositive Power |
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0 |
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| 11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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664,000 |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
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Percent of Class Represented by Amount in Row (11) |
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9.9% |
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Type of Reporting Person |
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HC, CO |
TABLE OF CONTENTS
Schedule 13D
This Amendment No. 1 to Schedule 13D (the “Amendment”) amends and supplements the Schedule 13D
dated December 19, 1996 and filed with the Securities and Exchange Commission (the “Commission”) on
December 20, 1996. Unless set forth below, all previous items are unchanged. Capitalized terms
used herein which are not defined herein have the meanings given to such terms in the Schedule 13D
previously filed with the Commission.
Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D relates to the Common Stock , par value $0.01 per share
(“Common Stock”), of Core Molding Technologies, Inc., a Delaware corporation (the “Issuer”)
formerly known as Core Materials Corporation. The Issuer’s principal executive offices are located
at 800 Manor Park Drive, P.O. Box 28183, Columbus, Ohio 28183.
Item 2. Identity and Background
(a) This statement is being filed jointly pursuant to Rule 13d-1(k) promulgated by the
Securities and Exchange Commission pursuant to Section 13 of the Securities Act of 1934, as amended
(the “Act”) by each of (i) International Truck and Engine Corporation (“ITEC”), a corporation
organized under the laws of the State of Delaware (formerly known as Navistar International
Transportation Corp), and (ii) Navistar International Corporation, a corporation organized under
the laws of the state of Delaware (“NIC”), of which ITEC is a direct, wholly-owned subsidiary.
ITEC and NIC are collectively referred to herein as the “Reporting Persons.” The directors and
executive officers of ITEC and NIC, together with their principal occupations or employment,
citizenship and business address of each, are listed on Schedule I attached hereto, which is
incorporated herein by reference.
(b) The principal executive offices of the Reporting Persons are located at 4201 Winfield
Drive, P.O. Box 1488, Warrenville, Illinois 60555.
(c) NIC is a holding company whose wholly-owned subsidiaries produce International(R) brand
commercial trucks, MaxxForce brand diesel engines, IC brand school and commercial buses, and
Workhorse brand chassis for motor homes and step vans. It also is a private-label designer and
manufacturer of diesel engines for the pickup truck, van and SUV markets. ITEC is the principle
wholly-owned manufacturing subsidiary of NIC. The companies also provides truck and diesel engine
parts and service. Another wholly owned subsidiary offers financing services.
(d) During the last five years, neither of the Reporting Persons nor, to the best knowledge of
the Reporting Persons, any of the persons listed on Schedule I, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither of the Reporting Persons nor, to the best knowledge of
the Reporting Persons, any of the persons listed on Schedule I, was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is the subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 5. Interest in Securities of the Issuer
(a) ITEC beneficially owns an aggregate of 664,000 shares of Common Stock, constituting
approximately 9.9% of the outstanding shares of Common Stock as reported in the Issuer’s most
recent Form 10-Q for the quarter ended June 30, 2007. By virtue of its ownership of all of the
outstanding common stock of ITEC, NIC may be deemed to possess indirect beneficial ownership of the
shares of Common Stock beneficially owned by ITEC. The filing of this Amendment by ITEC and NIC
shall not be construed as an admission that NIC is, for purposes of Section 13(d) or 13(g) of the
Act, the beneficial owner of any securities covered by this Amendment.
(b) ITEC has sole power to vote and sole power to dispose the shares of Common Stock
identified in paragraph (a) above. By virtue of its ownership of all of the outstanding common
stock of ITEC, NIC may be deemed to possess indirect beneficial ownership of the shares of Common
Stock beneficially owned by ITEC. The filing of this Amendment by ITEC and NIC shall not be
construed as an admission that NIC is, for purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this Amendment.
(c) On July 17, 2007, ITEC sold 3,600,000 shares of Common Stock to the Issuer at a price of
$7.25 per share, pursuant to a Stock Repurchase Agreement, dated July 17, 2007, between ITEC,
thereby reducing its beneficial ownership of Common Stock to 664,000 shares (the “Remaining
Shares”). Other than this transaction, neither of the Reporting Persons nor, to the best knowledge
of the Reporting Persons, any of the persons listed on Schedule I, has effected any transaction in
the Common Stock within the 60 days prior to the date of the Amendment.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer
Under Section 4.02 of the Stock Repurchase Agreement, ITEC has agreed for the 12-month period
ending July 17, 2008, not to, subject to certain exceptions, directly or indirectly offer, pledge,
sell, contract to sell, sell any option or contact to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any
of the Remaining Shares, or enter into any swap or other arrangement that transfers to another any
of the economic consequences of ownership of the Remaining Shares.
Except as described in the Amendment, no contracts, arrangements, understandings or
relationships (legal or otherwise) exist among the Reporting Persons and any of the persons listed
on Schedule I or between the Reporting Persons or, to the best knowledge of the Reporting Persons,
any of the persons listed on Schedule I, and any other person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees,
joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 7.07 — Stock Repurchase Agreement
SIGNATURES
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the
undersigned certifies that the information set forth in this statement is true, complete and
correct.
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| Dated: October 18, 2007 |
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| International Truck and Engine Corporation |
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By:
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/s/ Terry M. Endsley |
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Name:
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Terry M. Endsley |
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Title:
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Senior Vice President and Treasurer |
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| Navistar International Corporation |
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By:
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/s/ Terry M. Endsley |
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Name:
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Terry M. Endsley |
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Title:
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Senior Vice President and Treasurer |
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SCHEDULE I
SET FORTH BELOW IS THE NAME, TITLE, PRINCIPAL OCCUPATION OR EMPLOYMENT, ADDRESS AND CITIZENSHIP OF
EACH OF THE DIRECTORS OF NIC.
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| NAME |
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Title |
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Business and Addresss |
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Citizenship |
Daniel C. Ustian
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Chairman, President
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Navistar International Corporation
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United States |
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and Chief Executive
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4201 Winfield Road |
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Officer
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Warrenville, IL 60555 |
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Y. Marc Belton
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Executive Vice President,
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General Mills, Inc.
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United States |
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Worldwide Heath,
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One General Mills Bvld |
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Brand and New Business
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Minneapolis, MN 55426 |
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Development |
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William A. Caton
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Executive Vice President
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Navistar International Corporation
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United States |
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and Chief Financial
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4201 Winfield Road |
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Officer
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Warrenville, IL60555 |
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Eugenio Clariond
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Chairman and Chief
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Grupo IMSA
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Mexico |
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Executive Officer
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Av. Vasconcelos #220 Ote. |
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Col Santa Engracia |
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San Pedro Garza Garcia |
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N.L. 66220 Mexico |
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John D. Correnti
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President and Chief
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SeverCorr, LLC
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United States |
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Executive Officer
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1409 Hwy 45 South |
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Columbus, MS 39701 |
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Dr. Abbie J. Griffin
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Professor
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University of Utah
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United States |
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Royal L. Garff Endowed
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1645 E. Campus Center Dr, RM 209 |
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Chair in Marketing
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Salt Lake City, UT 84112 |
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David Eccles School of Business |
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Michael N. Hammes
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Chairman of the Board
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Sunrise Medical, Inc.
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United States |
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P.O. Box 1358 |
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Rancho Santa Fe, CA 92067 |
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David D. Harrison
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Managing Partner
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HCI
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United States |
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104 Nathaniel Court |
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The Point, Mooresville, NC 28117 |
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James H. Keyes
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Retired
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1522 North Prospect Ave., #1802
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United States |
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Milwaukee, WI 53202 |
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Southwood J. Morcott
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Retired
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30 Brams Point Road
Hilton Head Island, SC 29926
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United States |
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Dennis D. Williams
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UAW Representative
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UAW Region 4
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United States |
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680 Barclay Blvd. |
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Lincolnshire, IL 60069 |
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SCHEDULE I (continued)
SET FORTH BELOW IS THE NAME, TITLE, PRINCIPAL OCCUPATION OR EMPLOYMENT, ADDRESS AND CITIZENSHIP OF
EACH OF THE EXECUTIVE OFFICERS OF NIC.
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| NAME |
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Title |
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Business and Addresss |
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Citizenship |
Daniel C. Ustian
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Chairman, President
and Chief Executive
Officer
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Navistar International Corporation
4201 Winfield Road
Warrenville, IL 60555
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United States |
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William A. Caton
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Executive Vice President
and Chief Financial
Officer
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Navistar International Corporation
4201 Winfield Road
Warrenville, IL60555
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United States |
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Steven K. Covey
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Senior Vice President
and General Counsel
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Navistar International Corporation
4201 Winfield Road
Warrenville, IL 60555
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United States |
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Terry M. Endsley
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Senior Vice President
and Treasurer
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Navistar International Corporation
4201 Winfield Road
Warrenville, IL60555
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United States |
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John P. Waldron
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Vice President and
Corporate Controller
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Navistar International Corporation
4201 Winfield Road
Warrenville, IL 60555
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United States |
SCHEDULE I (continued)
SET FORTH BELOW IS THE NAME, TITLE, PRINCIPAL OCCUPATION OR EMPLOYMENT, ADDRESS AND CITIZENSHIP OF
EACH OF THE DIRECTORS OF ITEC
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| NAME |
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Title |
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Business and Addresss |
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Citizenship |
Daniel C. Ustian
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Chairman, President
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International Truck and Engine
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United States |
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and Chief Executive
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Corporation |
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Officer
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4201 Winfield Road |
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Warrenville, IL 60555 |
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William A. Caton
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Executive Vice President
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International Truck and Engine
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United States |
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and Chief Financial
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Corporation |
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Officer
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4201 Winfield Road |
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Warrenville, IL60555 |
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SCHEDULE I (continued)
SET FORTH BELOW IS THE NAME, TITLE, PRINCIPAL OCCUPATION OR EMPLOYMENT, ADDRESS AND CITIZENSHIP OF
EACH OF THE EXECUTIVE OFFICERS OF ITEC
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| NAME |
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Title |
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Business and Addresss |
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Citizenship |
Daniel C. Ustian
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Chairman, President
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International Truck and Engine
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United States |
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and Chief Executive
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Corporation |
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Officer
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4201 Winfield Road |
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Warrenville, IL 60555 |
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William A. Caton
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Executive Vice President
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International Truck and Engine
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United States |
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and Chief Financial
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Corporation |
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Officer
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4201 Winfield Road |
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Warrenville, IL60555 |
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Jack J. Allen
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President — Engine Group
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International Truck and Engine
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United States |
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Corporation |
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4201 Winfield Road |
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Warrenville, IL 60555 |
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Phyllis E. Cochran
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Vice President, General
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International Truck and Engine
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United States |
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Manager — Parts
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Corporation |
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4201 Winfield Road |
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Warrenville, IL60555 |
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Steven K. Covey
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Senior Vice President
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International Truck and Engine
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United States |
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and General Counsel
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Corporation |
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4201 Winfield Road |
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Warrenville, IL 60555 |
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Greg W. Elliott
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Vice President, Corporate
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International Truck and Engine
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United States |
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Human Resources and
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Corporation |
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Administration
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4201 Winfield Road |
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Warrenville, IL60555 |
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Terry M. Endsley
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Senior Vice President
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International Truck and Engine
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United States |
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and Treasurer
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Corporation |
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4201 Winfield Road |
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Warrenville, IL60555 |
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Deepak T. Kapur
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President — Truck Group
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International Truck and Engine
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United States |
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Corporation |
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4201 Winfield Road |
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Warrenville, IL60555 |
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John P. Waldron
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Vice President
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International Truck and Engine
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United States |
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and Corporate Controller
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Corporation |
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4201 Winfield Road |
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Warrenville, IL 60555 |
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