UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): January 25,
2006
NAVISTAR
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9618
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36-3359573
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(I.R.S.
Employer
Identification
No.)
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4201
Winfield Road, P.O. Box 1488, Warrenville, Illinois
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60555
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (630) 753-5000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[_]
Written communications pursuant to Rule 425 under the Securities
Act
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
PAGE
2
ITEM
8.01. OTHER
EVENTS
On
January 25, 2006, Navistar International Corporation (the company) received
a
notice from purported holders of more than 25% of the company’s $220 million
4.75% Subordinated Exchangeable Notes due 2009 (the Exchangeable Notes),
alleging that the company is in default of a financial reporting covenant under
the indenture governing the Exchangeable Notes for failing to timely provide
the
trustee for the Exchangeable Notes an Annual Report on Form 10-K for the fiscal
year ended October 31, 2005. The Company disputes the allegation of default
contained in the notice letter. Specifically, the company believes that the
indenture for the Exchangeable Notes does not require the company to make timely
filings of its periodic reports with the U.S. Securities and Exchange Commission
(SEC), but rather only requires that copies of such reports be provided to
the
trustee when they are filed with the SEC. As previously disclosed in the
company’s Current Report on Form 8-K filed with the SEC on January 17, 2006, the
company was unable to timely file its Annual Report on Form 10-K for the period
ended October 31, 2005 due to ongoing discussions with its independent
registered public accounting firm, Deloitte and Touche, LLP, on a number of
open
items, including some complex and technical accounting issues. The company
intends to file its Annual Report on Form 10-K for the fiscal year ended October
31, 2005 with the SEC as soon as practical. At that time, the Company intends
to
file a copy of the Annual Report on Form 10-K for the fiscal year ended October
31, 2005 with the trustee as required under the indenture for the Exchangeable
Notes.
In
the
event the purported holders of the Exchangeable Notes are successful in
asserting a default under the indenture for the Exchangeable Notes, the
indenture provides that the company has 60 days from the date notice of default
is given to cure such default. Assuming the validity of the notice, if the
company does not cure the default within the prescribed time period, then an
event of default would occur under the Exchangeable Notes giving either the
trustee or 25% or more of the holders of the Exchangeable Notes the right to
declare the principal amount and all accrued interest under the Exchangeable
Notes due and payable, unless a waiver is obtained from holders of 51% or more
of the aggregate principal indebtedness under the Exchangeable
Notes. If the maturity of the outstanding Exchangeable Notes were
accelerated after the 60 day cure period had expired, such acceleration could
lead to the acceleration of the maturity of any other series of the company's
long-term debt and certain other indebtedness of the company and its
subsidiaries. In addition, if the noteholders obtain the ability to accelerate
the indebtedness outstanding under the Exchangeable Notes, an event of default
will result under the revolving credit facility of Navistar Financial
Corporation, the company's captive finance subsidiary (NFC). If that were to
occur, unless NFC were able to obtain a waiver, it could no longer incur
additional indebtedness under the revolving credit facility and the lenders
would have the ability to terminate the facility and demand immediate payment
of
all outstanding amounts, which as of the date hereof is approximately $841
million. Such a demand for payment would result in defaults under numerous
other
credit facilities and other agreements of NFC and its affiliates.
Indentures
relating to the other series of the company’s long-term debt also have covenants
relating to filing of periodic reports with the SEC. The company could also
receive notices of default with respect to each of the other series of the
company’s long-term debt, and the company will report each such notice, if any,
on a Current Report on Form 8-K. The receipt by the company of a valid notice
of
default with respect to those other series of long-term debt would have
substantially the same effect on the company as disclosed above, except that
in
some instances the company would only a have 30 day period from the notice
date
to cure such default instead of the 60 day period discussed above.
The
company believes that it has adequate resources available to continue to fund
its operations and believes that the receipt of the notice of default will
not
have a material adverse effect on the company’s liquidity position or financial
condition.
Forward-looking
information
Information
provided and statements made that are not purely historical are forward -looking
statements within the meaning of Section 27A of the Securities Act, Section
21E
of the Exchange Act, and the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements only speak as of the date of this report and
we
assume no obligation to update the information included in this report, whether
as a result of new information, future events or otherwise. Such forward-looking
statements include information concerning our possible or assumed future results
of operations, including descriptions of our business strategy. These statements
often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,”
“estimate” or similar expressions. These statements are not guarantees of
performance or results and they involve risks, uncertainties and assumptions,
including the risk of continued delay in the completion of our financial
statements and the consequences thereof, the availability of funds, either
through cash on hand or the company’s other liquidity sources, to repay any
amounts due should any of the notes become accelerated, and decisions by
suppliers and other vendors to restrict or eliminate customary trade and other
credit terms for the company’s future orders and other services, which would
require the company to pay cash and which could have a material adverse effect
on the company’s liquidity position and financial condition. Although
we believe that these forward-looking statements are based on reasonable
assumptions, there are many other factors that could cause actual results to
differ materially from those in the forward-looking statements.
For
a
further description of these and other factors, see Exhibit 99.1 to our Form
10-K for the fiscal year ended October 31, 2004.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
NAVISTAR
INTERNATIONAL CORPORATION
Registrant
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Date:
February 3, 2006
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\s\
Mark T. Schwetschenau
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Mark
T. Schwetschenau
Senior
Vice President and Controller
(Principal
Accounting Officer)
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