Carl C. Icahn Issues Open Letter To Shareholders Of Navistar International Corporation

But to me the absolute topper contained in the Board's September 10 press release was the pathetic plea by this Board that shareholders should all "rest assured, the Board and management have a clear path forward and are focused on executing on their plan and delivering value to shareholders."  This from a Board of Directors that has overseen years of mismanagement, deteriorating results, falling stock prices and more recently, an SEC investigation. 

After years of supporting a failed strategy, squandering corporate assets, overpaying underperforming executives, watching share price and market share consistently decline and, in my experience, making every possible effort to avoid engaging with shareholders in a meaningful dialogue about the future of this company, this Board is asking for a chance to implement their latest "clear path forward" at Navistar.  It is a chance shareholders cannot afford to take.   After all, this is the same Board that proved fully capable of spending our money to open a new, gold plated corporate headquarters, but failed to develop an engine that could meet EPA standards.

I made my first investment in Navistar on August 23, 2011.  From that time until today I have been a patient investor in the Company.  From the outset this Board told me that they needed time to execute on their vision for Navistar.  Despite my concerns regarding the management and governance of the company, last year we entered into a standstill with the company assuring them the opportunity to chart their own future and the time they claimed was necessary to achieve it.  We were attempting to avoid conflict in the hopes of an improved situation for all shareholders.  Those hopes have now been dashed. 

In the past year, and particularly over the past several months, as our concerns for the company's strategy continued to present themselves, we attempted to engage the company in meaningful discussions over their strategy – they have flatly refused. We have even offered on multiple occasions to sign a confidentiality agreement thereby restricting ourselves to engage in a more open discussion – again the Board refused. We have signaled a willingness to sit down and discuss this situation with the management, Board members and the other large shareholders – again the Board refused. It appears to me that the old management team received unwavering support from this Board, and in particular from this Board's executive committee, right up until the point where it began to endanger Board members' jobs. Only then were they willing to do anything about it, and even then they were not willing to find a permanent management team or have an open discussion with shareholders.

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