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): February 21,
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
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM
2.03 CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT
On
February 22, 2006, Navistar International Corporation (the company) signed
a new
a 3-year senior unsecured term loan facility in the aggregate principal amount
of $1,500,000,000 (the Loan
Facility), arranged by Credit Suisse, including Banc of America Securities,
Banc
of America Bridge, Citigroup Corporate and Investment Banking and J.P. Morgan
Chase Bank. The Loan Facility is guarantied by International Truck and Engine
Corporation, the principal operating subsidiary of the company. If the fundings
under the Loan Facility do not occur before August 9, 2006, the Loan Facility
will expire.
All
borrowings under the Loan Facility will accrue interest at a rate equal to
a
base rate or an adjusted LIBOR rate plus a spread. The spread, which will be
based on the company’s credit ratings in effect from time to time, ranges from
375 basis points to 725 basis points and will increase by an additional 50
basis
points at the end of the twelve-month period following the date of the first
borrowing and by an additional 25 basis points at the end of each subsequent
six-month period and is subject to further increases under certain other
circumstances.
The
proceeds of the Loan Facility must be used to repurchase or refinance the
company's 9.375% Senior Notes due 2006, 6.25% Senior Notes due 2012, 7.5% Senior
Notes due 2011, 2.5% Convertible Notes due 2007 and/or its 4.75% Subordinated
Exchangeable Notes due 2009 (collectively, the Existing Notes). The
Loan
Facility contains customary provisions for financings of this type, including,
without limitation, representations and warranties, affirmative and negative
covenants and events of default. All draws under the Loan Facility are subject
to the satisfaction of customary conditions precedent for financings of this
type, including, without limitation, certain officers’ certificates and opinions
of counsel and the absence of any material adverse change since October 31,
2004.
ITEM
5.03 AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGES
IN FISCAL YEAR
On
February 21, 2006, the Nominating and Governance Committee of the Board of
Directors of Navistar International Corporation (the company) approved that
certain Amendment No.1 to the Amended
and Restated By-Laws of the company, which such amendment became effective
on
February 21, 2006 (the Bylaw Amendment). The Bylaw Amendment
provides
greater flexibility in setting the date, time and place for each annual meeting
of stockholders. A copy of the Bylaw Amendment is attached as Exhibit 3.4 to
this Report and incorporated by reference herein.
ITEM
8.01 OTHER
EVENTS
On
February 24, 2006, the company issued a press release, which is attached as
Exhibit 99.1 to this Report and incorporated by reference
herein.
PAGE
3
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
The
following Exhibits are deemed to be filed under the Securities
Exchange Act of 1934, as amended.
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(d)
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Exhibits
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Exhibit
No.
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Description
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Page
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3.4
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Amendment
No.1 to the Amended
and Restated By-Laws of the company.
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E-1
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99.1
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Press
release dated February 24, 2006
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E-2
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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
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 24, 2006
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/s/Robert
C. Lannert
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Robert
C. Lannert
Vice
Chairman and Chief Financial
Officer
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