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): April 6, 2006
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
5.04 TEMPORARY
SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT
PLANS.
On
April
6, 2006, Navistar International Corporation (the company) announced that as
a
result of its failure to file with the Securities and Exchange Commission (the
SEC) its Annual Report on Form 10-K for the fiscal year ended October 31, 2005
(the Annual Report), the Registration Statements on Form S−8 that register
the plan interests and the shares of the Company’s common stock that are
acquired pursuant to the employee benefit plans set forth below will not be
available for use until the Annual Report is filed with the SEC. As previously
disclosed, the company intends to file its Annual Report with the SEC as soon
as
possible but cannot estimate the date such report will be filed. Consequently,
the company must suspend purchases of its shares by participants and
beneficiaries in the United States in the following plans: (1) International
Truck and Engine Corporation 401(k) Retirement Savings Plan; (2) International
Truck and Engine Corporation Retirement Accumulation Plan; (3) International
Truck and Engine Corporation 401(k) Plan for Represented Employees; and (4)
the
IC Corporation 401(k) Plan (collectively, the 401(k) Plans).
This
blackout only prevents participants and beneficiaries from making additional
investments in the company’s common stock through the 401(k) Plans; participants
and beneficiaries will still be able to reallocate assets in their accounts
from
the company’s common stock fund into the other investment options offered under
the 401(k) Plans. The company sent a notice to its directors and executive
officers informing them that a blackout period will begin on April 6, 2006
and
will end at 4:00 pm Central Time on the day on which the Annual Report is filed
with the SEC. During the blackout period, the company’s directors and executive
officers will generally be prohibited from directly or indirectly acquiring,
disposing of or transferring any equity securities of the company acquired
by
them in connection with their service and/or employment with the company in
such
capacities. The notice was sent to ensure compliance with Section 306(a)
of
the Sarbanes−Oxley Act of 2002. In accordance with the unforeseeable
circumstance exemption under Section 306(a), the company determined that it
was
unable to give advance notice of the blackout period to the directors and
executive officers. A copy of the notice is attached as Exhibit 99.1 to this
Current Report on Form 8−K and is incorporated herein by 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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(d)
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Exhibits
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Exhibit
No.
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Description
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Page
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99.1
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Notice
to executive officers and directors of Navistar International Corporation
dated April 6, 2006
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E-1
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Forward-looking
information
Information
provided and statements made 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
we
assume no obligation to update the information included in this report, whether
as a result of new information, future events or otherwise. 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
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 other factors
that could cause actual results to differ materially from those in the
forward-looking statements. For a further description of these and other
factors, see Exhibit 99.1 to our Form 10-K for the fiscal year ended October
31,
2004.
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
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Date:
April 6, 2006
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/s/Robert
C. Lannert
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Robert
C. Lannert
Vice
Chairman and Chief Financial
Officer
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