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): October 3,
2007
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
5.04
TEMPORARY
SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE
BENEFIT PLANS
On
April
6, 2006, Navistar International Corporation (“Navistar”) announced in a Current
Report on Form 8-K that as a result of the delay in filing with the Securities
and Exchange Commission (the “SEC”) its Annual Report on Form 10-K for the
fiscal year ended October 31, 2005, Registration Statements on Form S-8 with
respect to the following plans would not be available. This resulted
in a suspension of purchases of shares of Navistar common stock by participants
and beneficiaries in the United States under the following plans: (1)
International Truck and Engine Corporation 401(k) Retirement Savings Plan;
(2)
International Truck and Engine Corporation Retirement Accumulation Plan; (3)
International Truck and Engine Corporation 401(k) Plan for Represented
Employees; and (4) IC Corporation 401(k) Plan (collectively, the “401(k) Plans”
and each a “401(k) Plan”). Correspondingly, Navistar notified its
directors and executive officers that they were subject to the restrictions
on
trading in Navistar equity securities in accordance with Regulation
BTR.
In
a
Current Report on Form 8-K filed with the SEC on August 10, 2007, Navistar
announced that, due to the time it is taking to review a number of complex
and
technical accounting items relating to the preparation of Navistar’s audited
financial statements, it was extending the suspension of purchases of shares
of
Navistar common stock by participants and beneficiaries in the United States
under the 401(k) Plans and that the blackout period for directors and executive
officers under Regulation BTR was being extended to 4:00pm Central Time on
the
first day on which all of the following reports have been filed with the SEC:
(i) Navistar’s Annual Report on Form 10-K for the fiscal year ended October 31,
2006; and (ii) the Annual Reports on Form 11-K for the fiscal year ended
December 31, 2006 for each of the 401(k) Plans.
On
December 14, 2006 Navistar appointed Fiduciary Counselors, Inc. as the
independent fiduciary of the respective Navistar common stock funds under the
401(k) Plans. This action was taken to ensure that decisions
regarding the availability of Navistar common stock as an investment option
under each 401(k) Plan are made by a fiduciary with no ties to
Navistar. Fiduciary Counselors informed Navistar that, as a result of
the uncertainty caused by the absence of audited financial statements, it has
determined that the Navistar common stock investment option in each 401(k)
Plan
will be closed to new purchases effective as of October 3, 2007 and until
further notice. Fiduciary Counselors has indicated that once Navistar issues
up-to-date audited financial statements, it will review its decision and
determine whether participants and beneficiaries in the 401(k) Plans should
once
again have the opportunity to purchase Navistar common stock through the 401(k)
Plans.
This
notice supersedes the notice disclosed by Navistar in its Form 8-K dated August
10, 2007.
Navistar
sent a notice to its directors and executive officers informing them of the
new
blackout period under Regulation BTR. A copy of this notice is attached as
Exhibit 99.1 to this Current Report on Form 8−K and is incorporated herein by
reference.
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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99.1
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Notice
to Executive Officers and Directors of Navistar International Corporation
dated October 5, 2007
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E-1
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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:
October 5, 2007
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/s/William
A. Caton
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| William
A. Caton
Executive
Vice President and Chief Financial
Officer
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