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 3,
2007
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
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On
January 4, 2007, Navistar International Corporation (the "company") announced
that it entered into a commitment letter dated January 3, 2007 (the "Commitment
Letter"), with J.P. Morgan Chase Bank, N.A., J.P. Morgan Securities Inc.
(collectively, “JPMorgan”), Credit Suisse and Credit Suisse Securities (USA) LLC
(collectively, “Credit Suisse”), Banc of America Securities LLC and Banc of
America Bridge LLC (collectively, “BofA”) and Citigroup Global Markets Inc. and
Citigroup North America, Inc. (collectively “Citigroup”, together with Credit
Suisse, JPMorgan and BofA, the “Lenders”) under which the Lenders have
committed,
subject
to the terms and conditions set forth in the Commitment Letter,
to provide the company with a 5 year senior unsecured term loan facility and
synthetic revolving facility in an aggregate principal amount of $1,300,000,000
(the "Loan
Facility"). The Loan Facility will be guaranteed by International Truck and
Engine Corporation, the principal operating subsidiary of the company. To the
extent the Loan Facility is funded, the company will have to pay certain fees,
the total of which the company does not believe would be material to its
financial position or results of operations.
The
Loan
Facility will accrue interest at a rate equal to an adjusted LIBOR rate plus
a
spread. The spread, which will be based on the company’s credit ratings in
effect from time to time, ranges from 350 basis points to 425 basis
points.
The
proceeds of the Loan Facility will be used to repay the remaining amount
outstanding under the company’s existing senior unsecured $1.5 billion credit
agreement. The
commitment by the Lenders to provide the Loan Facility is subject to, among
other things, execution of a formal loan agreement and other loan documentation
and opinions of counsel acceptable to JP Morgan and its counsel, the provision
of certain monthly and "Quarterly and Annual" financial reporting information
in
respect of the company and its consolidated subsidiaries in a form acceptable
to
JP Morgan, receipt of requisite governmental and third party approvals and
the
satisfaction of other customary conditions precedent for financings of this
type. A copy of the press release announcing this commitment is attached to
this
Current Report on Form 8-K as Exhibit 99.1 and 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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(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 4, 2007
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E-1
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PAGE
3
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 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.
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NAVISTAR
INTERNATIONAL CORPORATION
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Registrant
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Date:
January 4, 2007
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/s/
William A. Caton
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William
A. Caton
Executive
Vice President and Chief Financial
Officer
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