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): November 20,
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
2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On
November 20, 2006, Navistar International Corporation (“Navistar”) issued a
press release, which is attached as Exhibit 99.1 to this Report and incorporated
by reference herein, reporting 2006 fiscal year end unaudited manufacturing
cash
and marketable securities balance of approximately $1.7 billion.
ITEM
8.01 OTHER EVENTS
On
November 15, 2006, Navistar’s captive finance company Navistar Financial
Corporation (“NFC”) received a Third Waiver and Consent (the “Waiver”) from the
participants in its $1.2 billion Amended and Restated Credit Agreement dated
as
of July 1, 2005 (the “Agreement”). The Waiver was designed to provide additional
surety around NFC’s capital structure. This Waiver extends through October 31,
2007 and expands the previous waivers which waive any default or event of
default resulting solely from NFC’s and Navistar’s failure to meet the filing
requirements of Sections 13 and 15 of the Exchange Act of 1934, as amended,
with
respect to their Annual Reports on Form 10-K for 2005 and 2006 and their
quarterly reports on Form 10-Q for the periods from November 1, 2005 through
July 31, 2007. Please refer to NFC’s Current Report on Form 8-K dated and filed
with the Securities and Exchange Commission on November 20, 2006 (which such
report is hereby incorporated herein by reference) for further information
on
this matter.
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 November 20, 2006
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E-1
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PAGE
3
Forward
Looking Statements
Information
provided and statements contained in this report 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 the company assumes no obligation to update the
information included in this report. 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 company’s debt 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
factors that could affect our actual financial results or results of operations
and could cause actual results to differ materially from those in the
forward-looking statements. For a further description of these factors, see
Exhibit 99.1 to our Form 8-K filed on April 12, 2006. In addition, the
financial information presented in this report is preliminary and unaudited
and
is subject to change based on the completion of our on-going review of
accounting matters, the completion of our fiscal year 2006 annual financial
statements and the completion of the restatement of our financial results for
the fiscal years 2002 through 2004 and for the first nine months of fiscal
2005.
It is likely that the process of restating the prior year financial statements
will require changes to the company’s financial statements for 2006 due to
revised application of certain accounting principles and methodologies that
individually or in the aggregate may be material.
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.
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NAVISTAR
INTERNATIONAL CORPORATION
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Registrant
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Date:
November 20, 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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