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): September 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
5.02 DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
On
September 21, 2006 Navistar International Corporation (the “company”) announced
the employment of John P. Waldron as Vice President and Corporate Controller
to
serve as the company’s principal accounting officer and to replace James A.
Blanda, who has served as interim controller since last April. Mr. Waldron,
42,
previously was employed from July 2005 to September 2006 as Vice President,
Assistant Corporate Controller of RR Donnelley & Sons Company, an
international provider of print and print related services, where he
was
responsible for managing the corporate accounting and consolidations function,
ensuring compliance with GAAP, coordinating the external audit process,
evaluating and remediating internal controls, guiding process and systems
integration initiatives, and supporting key aspects of external and internal
reporting.
Prior
to RR Donnelley, Mr. Waldron was employed from 1999 to 2005 as Corporate
Controller of Follett Corporation, a provider of education-related products
and
services where
he
was responsible for managing the corporate accounting and consolidations
function, ensuring compliance with GAAP, coordinating the external audit
process, developing and maintaining key accounting systems, developing internal
controls assessment programs, financial planning and analysis, and supporting
strategic business initiatives.
Subject
to Board of Director approval, Mr. Waldron will be paid an annual base salary
of
$300,000 and will be entitled to receive a cash bonus of $300,000; half of
which
will be paid at the end of his first month of employment and the remainder
to be
paid at the end of the month following his 12 month anniversary of employment;
provided, however that he has not voluntarily terminated his employment with
the
company. Mr Waldron will also participate in the company’s annual incentive plan
with a target opportunity of 55% of base salary and will be provided certain
other benefits commensurate with his Vice President and Corporate Controller
position. For fiscal year 2007, Mr. Waldron is guaranteed an annual incentive
payout no less than target.
A
copy of
the press release announcing Mr. Waldron’s appointment is attached as Exhibit
99.1 to this Report and incorporated by reference herein.
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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Press
Release dated September 21, 2006
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E-1
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PAGE
3
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:
September 21, 2006
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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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