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): June 18, 2007
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
On
June
18, 2007, the Compensation Committee of the Board of Directors of Navistar
International Corporation (the “Company”) approved the attached plan amendments
to the Company’s (1) 2004 Performance Incentive Plan, (2) 1998 Non-Employee
Directors Stock Option Plan, (3) 1988 Non-Employee Directors Stock Option Plan,
(4) 1994 Performance Incentive Plan, (5) 1998 Interim Stock Plan and (6) 1998
Supplemental Stock Plan; and on June 19, 2007 the Board of Directors of the
Company approved and ratified the Compensation Committee’s amendments to the
Company’s (1) 1998 Non-Employee Directors Stock Option Plan and (2) 1988
Non-Employee Directors Stock Option Plan (collectively, all of the foregoing
plans, the “Stock Option Plans”). These resolutions amended each of the Stock
Option Plans to provide that, in the event of a change of control (as defined
in
the Stock Option Plans) of the Company, each holder of an option may elect,
in a
form and manner determined by the Company, that any option held by such holder
at the time of the change in control whose exercise in accordance with the
terms
of the Stock Option Plans is prohibited at the time of the change in control
by
reason of the application of Federal or state securities laws shall be canceled
effective as of the change in control in exchange for a cash payment from the
Company equal to the excess (if any) of the value per share of Common Stock
provided to stockholders of the Company generally in connection with the change
in control over the purchase price under the option multiplied by the number
of
shares of Common Stock subject to the option.
Reference
is hereby made to the attached resolutions/plan amendments containing all of
the
detailed terms and conditions of such amendments to each of the Stock Option
Plans and such resolutions/plan amendments are hereby incorporated herein by
such reference.
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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(c)
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Exhibits
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|||||
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Exhibit
No.
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Description
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Page
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10.72
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Plan
Amendments to the Company’s (1) 2004 Performance Incentive Plan, (2) 1998
Non-Employee Directors Stock Option Plan, (3) 1988 Non-Employee Directors
Stock Option Plan, (4) 1994 Performance Incentive Plan, (5) 1998
Interim
Stock Plan and (6) 1998 Supplemental Stock Plan.
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E-1
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10.73
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Plan
Amendments to the Company’s (1) 1998 Non-Employee Directors Stock Option
Plan and (2) 1988 Non-Employee Directors Stock Option
Plan.
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E-7
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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.
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NAVISTAR
INTERNATIONAL CORPORATION
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Registrant
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Date:
June 22, 2007
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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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