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): January 17,
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
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2
ITEM
2.02. RESULTS
OF OPERATIONS AND FINANCIAL CONDITION.
Today,
Navistar International Corporation (the company) issued a press release,
which
is attached as Exhibit 99.1 to this Report and incorporated by reference
herein,
reporting unaudited year end manufacturing cash balances of approximately
$875
million.
ITEM
8.01. OTHER
EVENTS
Today,
Navistar International Corporation (the company) issued a press release,
which
is attached as Exhibit 99.1 to this Report and incorporated by reference
herein,
and filed a Form 12b-25 (Notification of Late Filing), announcing that the
company will be unable to timely file its Annual Report on Form 10-K for
the
period ended October 31, 2005 due to ongoing discussions with its registered
public accounting firm, Deloitte and Touche, LLP, on a number of open items,
including some complex and technical accounting issues. The company further
stated in its press release that it may be delayed in announcing financial
results of its first quarter ending January 31, 2006 and that it will postpone
its annual meeting of shareowners, previously scheduled for February 21,
2006,
to a later date to be announced.
For
further information, the company has approximately $1.45 billon of outstanding
long-term debt issued under various trust indentures between the company
and BNY
Midwest Trust Company as trustee. Each indenture requires that the company
timely file, and/or deliver to the trustee (within specified periods of time)
a
copy of, its annual filings with the Securities and Exchange Commission
(SEC). The delay in filing the company’s financial statements (as
disclosed above), or delivering a copy thereof to the trustee, will not
result
in the automatic acceleration of maturity of any series of the company's
long-term debt. However, either the trustee or 25% or more of the
holders of each series of debt issuance have the right to notify the company
of
its nonperformance and declare an event of default under such indenture.
The
company currently has no reason to believe that this notice will be
given. However, if a notice of default were to be delivered to the
company, the company would have no less than 30 days to cure such event of
default. If the company does not cure the event of default within the required
time period, then either the trustee or 25% or more of the holders of each
series of debt issuance would have the right to declare the principal amount
and
all accrued interest under such series of indebtedness due and payable, unless
a
waiver is obtained from holders of 51% or more of the aggregate principal
indebtedness under each series of the long-term debt. Any
acceleration of maturity of the company's long-term debt issued under any
of the
respective indentures could lead to the acceleration of the maturity of the
indebtedness under the company's other indentures, an automatic default,
termination of unused commitments and acceleration under Navistar Financial
Corporation’s, the company’s captive finance subsidiary, (NFC) revolving credit
facility and default under certain other indebtedness of the company and
NFC.
The
company also has total maximum obligations of approximately $490 million
as of
October 31, 2005 under certain leases which have a similar requirement that
the
company timely file, and/or deliver to the lessor (within specified periods
of
time) a copy of, its annual filings with the SEC. Failure to comply with
this
requirement beyond the specified cure period in the leases would give
PAGE
3
the
lessors the right to declare a default under the lease and take other adverse
actions. The company currently has no reason to believe that any lessor would
declare a default.
The
failure of the company to timely file its Annual Report on Form 10-K for
the
period ended October 31, 2005 (as discussed above) results in a default under
NFC’s $1,200,000,000 revolving credit facility (the “Credit Agreement”). If a
default exists under the Credit Agreement, NFC may not incur any additional
indebtedness under the Credit Agreement until the default is cured or waived.
NFC has stated in its Form 8-K filed today that it received a waiver of such
default under the Credit Agreement through May 31, 2006.
NFC,
which is not an accelerated filer, has until January 30, 2006 to file its
Annual
Report on Form 10-K for the period ended October 31, 2005 and to deliver
its
audited financial statements to its lenders under the Credit Agreement. NFC
has
stated in its Form 8-K filed today that it is unable to predict whether it
will
be able to file its Annual Report on Form 10-K on a timely basis. The failure
of
NFC to timely file its Annual Report on Form 10-K for the period ended October
31, 2005 and/or deliver its audited financial statements to its lenders under
the Credit Agreement will further result in a default under the Credit
Agreement. NFC has stated in its Form 8-K filed today that it has also received
a waiver of any such potential default under the Credit Agreement through
May
31, 2006.
These
waivers will permit NFC to incur additional borrowings under the Credit
Agreement through May 31, 2006, provided no other un-waived defaults occur.
In
the event that NFC has not cured any existing defaults by May 31, 2006, it
will
again no longer be able to incur additional indebtedness under the Credit
Agreement unless it obtains a subsequent waiver. In the event that NFC does
not
cure the waived defaults by May 31, 2006 or if, prior to that date, the holders
of greater than $50 million of the company’s indebtedness have the right to
accelerate such indebtedness, or any other un-waived default occurs (unless
additional waivers thereof are obtained), an event of default will then have
occurred under the Credit Agreement and the administrative agent or the lenders
will then have the ability to terminate the credit facility and demand immediate
payment of all amounts outstanding under the Credit Agreement, which as of
the
date hereof is $638 million. Such a demand for payment would result in defaults
under numerous other credit facilities and other agreements of NFC and its
affiliates.
ITEM
9.01
FINANCIAL STATEMENTS AND EXHIBITS
The
following exhibit is 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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Exhibit
No.
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Description
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Page
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99.1
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Press
Release dated January 17, 2006
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E-1
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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. 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.
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:
January 17, 2006
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/s/Mark
T. Schwetschenau
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Mark
T. Schwetschenau
Senior
Vice President and Controller
(Principal
Accounting Officer)
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