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): March 20, 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:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o 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 March 20, 2007, Navistar International Corporation (the “company”) issued a press release, which
is attached as Exhibit 99.1 to this Current Report and incorporated by reference herein, providing
an update on the company’s strategies and achievements, along with an outlook for 2007.
The company also announced that certain executives of the company will hold a conference call with
analysts on Tuesday, March 20, 2007 at 10:00 AM CST to review operating metrics as well as the
outlook for 2007. The call can be accessed via the company’s Web
site, www.navistar.com and
clicking on the link on the investor relations page. Investors are advised to log on to the
company’s Web site at least 15 minutes prior to the start of the Web cast to allow sufficient time
for downloading any necessary software. Copies of the slides containing financial and operating
information to be used as part of the conference call are attached as Exhibit 99.2 to this Current
Report and incorporated by reference herein, and will be available to investors on the investor
relations page of the company’s Web site prior to the start of the Web cast. The Web cast will be
available for replay at the same Web address within 24 hours following its conclusion and will be
available until midnight June 18, 2007.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following Exhibits are deemed to be filed under the Securities Exchange Act of 1934, as
amended.
(d) Exhibits
| Exhibit | ||||
| No. | Description | Page | ||
99.1
|
Press Release dated March 20, 2007 | E-1 | ||
99.2
|
Slide Presentation for the web cast to be held on March 20, 2007 |
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 2005
and 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 for2005 and financial information for 2005 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
Registrant
Date: March 20, 2007
|
/s/ William A. Caton
|
|||
| Executive Vice President and Chief Financial | ||||
| Officer |