nt10-q
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 January
31, 2006
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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
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 (Report)
for the period ended January 31, 2006 because
of its ongoing review of a number of complex and technical accounting items
relating to its financial statements for the fiscal year ended October 31,
2005. As a result of this ongoing review, the company was unable to timely
file
its Report for the period ended January 31, 2006 with the Commission by March
13, 2006 and will be unable to file such Report within the five-day extension
provided by Rule 12-25(b). The company expects to file its Report for the period
ended January 31, 2006 as soon as practicable following the resolution of the
foregoing matters and the filing of the company’s Annual Report on Form 10-K for
the fiscal year ended October 31, 2005.
PART
IV -- OTHER INFORMATION
(1)
Name
and telephone number of person to contact in regard to this
notification
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Robert
C. Lannert
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(630)
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753-2400
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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 Annual Report on Form 10-K for the fiscal year ended
October 31, 2005.
(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
January 17, 2006, the company issued a news release announcing that it was
delaying the filing of its Annual Report on Form 10-K for the period ended
October 31, 2005 because it was still in discussions with its registered public
accounting firm, Deloitte and Touche LLP, on a number of complex and technical
accounting items. On February 21, 2006, the company issued a news release
stating that while the company continues to work toward a resolution of the
items, the review of the accounting matters may result in changes to its
previously issued financial statements, including the possibility of a
restatement. The company has not yet completed its review of these matters
and
is currently unable to determine whether or not these matters will have a
significant impact on results of operations for the first fiscal quarter of
2006. In addition, the company is unable to predict at this time what effect,
if
any, these matters may have on the previously issued results of operations
of
the first fiscal quarter of 2005.
This
Notification of Late Filing on Form 12b-25 contains 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 notice and we
assume no obligation to update the information included in this notice. 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. 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 10-K for
the
fiscal year ended October 31, 2004.
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:
March
13, 2006
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By:
/s/
Robert C. Lannert
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Robert
C. Lannert
Vice
Chairman and Chief Financial Officer
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