form12b25_043008.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
File Number: 001-09618
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(Check
One):
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[_]
Form 10-K
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[_]
Form 20-F
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[_]
Form 11-K
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[X]
Form 10-Q
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[_]
Form 10-D
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[_]
Form N-SAR
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[_]
Form N-CSR
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For
Period Ended April 30, 2008
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[_]
Transition Report on Form 10-K
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[_]
Transition Report on Form 20-F
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[_]
Transition Report on Form 11-K
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[_]
Transition Report on Form 10-Q
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[_]
Transition Report on Form N-SAR
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For
the Transition Period Ended:____________
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Read
Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:N/A
PART
I - REGISTRANT INFORMATION
Navistar International
Corporation
Full Name
of Registrant
N/A
Former
Name if Applicable
4201 Winfield
Road
Address
of Principal Executive Office (Street and
Number)
Warrenville, IL
60555
City,
State and Zip Code
PAGE
2
PART
II - RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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(a)
The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or
expense;
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[__]
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(b)
The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition report
on Form 10-Q, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
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(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III - NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Navistar
International Corporation (the “company”) is unable to timely file its Quarterly
Report on Form 10-Q for the period ended April 30, 2008 (the
“Report”). The company recently completed its financial statements
that were included in its Annual Report on Form 10-K for the fiscal year ended
October 31, 2007, which was filed with the Securities and Exchange Commission
(the “Commission”) on May 29, 2008. As a result, the company will be unable to
timely file the Report with the Commission by June 9, 2008, and will be unable
to file the Report within the five-day extension provided by Rule
12b-25(b). The company expects to file the Report by
mid-2008. Furthermore, the company expects to file its Quarterly
Report on Form 10-Q for the period ended January 31, 2008 no later than the
filing of the Form 10-Q for the period ended April 30, 2008.
PART
IV - OTHER INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification
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William A.
Caton
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(630)
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753-2600
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2) Have
all other periodic reports required under 13 or 15(d) of the Securities Exchange
Act of 1934 or section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the registrant was required
to file such report(s) been filed? If the answer is no, identify report(s). [_]
Yes [X] No
The
company has not filed its Quarterly Report on Form 10-Q for the period ended
January 31, 2008.
________________________________________________________________________
(3) Is it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? [X] Yes [_]
No
________________________________________________________________________
If so,
attach an explanation of the anticipated change, both narratively, and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
On May
28, 2008, the company issued a press release announcing, and presented a web
cast including, our preliminary and unaudited guidance for key financial metrics
for the first half of fiscal year 2008 as well as for the total
year. The company also furnished the web cast presentation and press
release as Exhibits 99.1 and 99.2, respectively, to the Commission on our
Current Report on Form 8-K filed on May 28, 2008. In addition, on May
29, 2008, the company filed our Annual Report on Form 10-K for the fiscal year
ended October 31, 2007. The information provided in these filings
indicates a significant change in results of operations for the first half of
fiscal year 2008 as compared to the same period in 2007.
Sales and
revenues for the first half of fiscal year 2008 are projected to be between $6.7
billion and $6.9 billion versus $6.1 billion in the comparable period in
2007. In addition, profit before tax for the first half of fiscal
year 2008 is estimated to be between $120 million and $200 million versus $6
million in the first half of 2007.
PAGE 3
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 of 1934, 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 Item 1A. Risk Factors of our Form 10-K for the
fiscal year ended October 31, 2007, which was filed on May 29,
2007.
Navistar International
Corporation
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date: June 9,
2008
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By: /s/ William A.
Caton
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William
A. Caton
Executive
Vice President and Chief Financial
Officer
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