form NT 10-K form 12b-25
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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[X]
Form 10-K
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[_]
Form 20-F
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[_]
Form 11-K
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[_]
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 October
31, 2005
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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 Report
on
Form 10-K for the period ended October 31, 2005 because it is still in
discussions with its registered public accounting firm, Deloitte and Touche,
LLP, on a number of open items and cannot complete the preparation of the
required financial information without unreasonable effort or expense. In mid
December 2005, a key member of the Deloitte audit team assigned to the company
went on unexpected and extended medical leave and a new audit team from Deloitte
is now working to complete the year-end audit for fiscal 2005. The company
and
Deloitte are reviewing a number of open items, including some complex and
technical accounting issues. The company continues to devote all available
resources to expedite the process and bring the audit to conclusion. The company
will file its Report on Form 10-K as soon as practicable following the
resolution of the foregoing matters.
PART
IV -- OTHER INFORMATION
(1)
Name
and telephone number of person to contact in regard to this
notification
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Mark
T. Schwetschenau
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(630)
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753-3106
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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).
[X]
Yes [_] No
________________________________________________________________________
(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? [_] Yes
[X]
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, Navistar International Corporation (the company) issued a
press release announcing that it was delaying the filing of its 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 open items. The company further stated that it and Deloitte were
reviewing a number of complex and technical accounting issues. While the company
does not anticipate any significant change in its results of operations from
the
corresponding period for the last fiscal year, until resolution of the above
matters is complete, the company is unable to estimate the impact the resolution
of those issues may have, if any, on the company’s results of
operations.
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:
January
17, 2006
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By:
/s/
Mark T. Schwetschenau
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Mark
T. Schwetschenau
Senior
Vice President and Controller
(Principal
Accounting Officer)
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