UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): April 6, 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
ITEM
4.01. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
(a)
Dismissal of Current Accountants
On
April
12, 2006, Navistar International Corporation (the company) filed a Current
Report on Form 8-K (the April 12th
8-K)
announcing, among other items, the dismissal of
the
company’s independent registered public accounting firm, Deloitte & Touche
LLP (Deloitte). The April 12th
8-K is
hereby incorporated herein by reference. In addition to the matters reported
therein, the company notes that Deloitte
previously
identified the following significant deficiencies in company’s internal controls
that existed on October 31, 2004 and
that
in
Deloitte’s judgment were considered to be material weaknesses: (i) the design of
internal controls to appropriately apply certain generally accepted accounting
principles at the company’s finance subsidiary, Navistar Financial Corporation
(NFC), that resulted in a restatement of the financial statements; (ii)
the lack
of timely resolution of outstanding reconciling items in NFC’s collection
(suspense) account reconciliations; and (iii) the lack of sufficient controls
to
enable the company to previously identify and reconcile in a timely fashion
accounts payable recorded by its Mexican manufacturing operations.
In
accordance with
Item
4.01
of Form 8-K and Item 304 of Regulation S-K, the company provided Deloitte
with a
copy of its disclosures contained in the April 12th
8-K and
requested that Deloitte furnish the company with a letter addressed to
the
Securities and Exchange Commission
(SEC)
stating
whether or not it agrees with the statements made by the company in the
April
12th
8-K. On
April 26, 2006, the company received Deloitte’s response letter; a copy of that
letter is attached hereto as Exhibit 16. By filing the letter as an
exhibit
as
required by SEC regulations,
the
company is not necessarily
indicating
its agreement with the statements contained therein.
ITEM
8.01. OTHER EVENTS.
As
disclosed in the April 12th
8-K, the
company’s Audit Committee initiated an investigation into the propriety of
accounting and auditing confirmation matters relating to vendor rebates
in
fiscal year 2005. This investigation is substantially complete, and in
an
interim report to the Audit Committee the independent investigator indicated
that based upon the evidence reviewed so far, the independent investigator
has
not concluded that there was any fraud or intentional misconduct.
As
disclosed in the April 12th
8-K, the
company announced the employment of James A. Blanda as interim Corporate
Controller. Because of the interim nature of his employment, Mr. Blanda
was not
elected as an executive officer and therefore the terms of his employment
arrangement will not be disclosed.
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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16
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Letter regarding
Change in Certifying Accountant
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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:
April 28, 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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