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): May 31, 2007
NAVISTAR
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-9618
|
36-3359573
|
||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(I.R.S.
Employer
Identification
No.)
|
|
4201
Winfield Road, P.O. Box 1488, Warrenville, Illinois
|
60555
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
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
8.01 OTHER EVENTS
On
May
31, 2007, Navistar International Corporation (the company) announced, in a
news
release, it expects to file its fiscal 2005 Form 10-K, which will include
restated financial reporting for fiscal years 2003, 2004 and the first three
quarters of 2005, within the next four months. Once the 2005 filing is complete,
the company expects to complete and file Form 10-Ks for the fiscal years ending
October 31, 2006 and 2007, by early next calendar year. The company’s
wholly-owned finance subsidiary, Navistar Financial Corporation, also expects
to
file its annual reports on Form 10-K for fiscal years 2005, 2006 and 2007 within
those same time periods. A copy of that news release with the complete
announcement is attached as Exhibit 99.1 and is incorporated by reference
herein.
Included
in our May 31, 2007 announcement is an update regarding accounting matters
previously disclosed in an April 2006 filing with the Securities and Exchange
Commission. The company’s restatement review
process has included the accounting and reporting for derivatives, restructuring
related costs, post retirement benefits, the sale of receivables, acquisitions,
income tax reserves and foreign currency matters related to its affiliates
that
operate outside of the United States. Because the company’s review process
is not yet complete, any assessment of the nature or scope of the financial
impact is preliminary and subject to change. The company intends to
disclose the financial impact of the restatement on prior years when the
information is definitive and audited.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
The
following Exhibits are deemed to be filed under the Securities
Exchange Act of 1934, as amended.
|
(c)
|
Exhibits
|
|||||
|
Exhibit
No.
|
Description
|
Page
|
||||
|
99.1
|
Press
Release Regarding Financial Restatement and Audit Progress
|
E-1
|
||||
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. It is likely
that the process of restating the prior year financial statements will require
changes to the company’s financial statements for 2005 and financial information
for2005 and 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.
|
NAVISTAR
INTERNATIONAL CORPORATION
|
|
Registrant
|
|
Date:
June 6, 2007
|
/s/
William A. Caton
|
|
William
A. Caton
Executive
Vice President and Chief Financial
Officer
|