UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): May 8, 2007
NAVISTAR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-9618 | 36-3359573 | ||
| (State or other jurisdiction of | (Commission File No.) | (I.R.S. Employer | ||
| incorporation or organization) | Identification No.) | |||
| 4201 Winfield Road, P.O. Box 1488, Warrenville, Illinois |
60555 | |||
| (Address of principal executive offices) |
(Zip Code) | |||
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:
| o | Written communications pursuant to Rule 425 under the Securities Act | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
PAGE 2
ITEM 7.01 REGULATION FD DISCLOSURE
In accordance with General Instruction B.2. to Form 8-K, the following information shall not
be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such a filing.
Navistar International Corporation (the company), the nation’s largest combined commercial
truck, school bus and mid-range diesel engine producer, announced that Daniel C. Ustian, Chairman,
President and Chief Executive Officer, will discuss business opportunities and other matters
related to the company during the Bear Stearns 8th Annual Global Transportation
Conference in New York on May 8th at 1:35 PM EDT. and at Bank of America
Industrials/Services Conference in New York on May 9th at 10:45 AM EDT.
Copies of the slides to be used by Mr. Ustian for these presentations containing information
about the company are attached as Exhibit 99.1 to this Report and incorporated herein by reference.
Live audio web casts will be available for each presentation at http://ir.navistar.com/events.cfm,
and will remain available for a period of 30 days. Investors are advised to log on to the web site
at least 15 minutes prior to each presentation to allow sufficient time for downloading any
necessary software.
Navistar International Corporation (Other OTC: NAVZ) is a holding company whose wholly owned
subsidiaries produce International® brand commercial trucks, MaxxForce brand diesel engines, IC
brand school buses, and Workhorse brand chassis for motor homes and step vans. It also is a
private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV
markets. The company also provides truck and diesel engine parts and service. Another wholly owned
subsidiary offers financing services. Additional information is available at: www.navistar.com.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following Exhibit is deemed to be filed under the Securities Exchange Act of 1934, as
amended.
(c) Exhibits
| Exhibit | ||||||
| No. | Description | |||||
99.1
|
Slide Presentation for presentation to be held on May 8, 2007 and May 9, 2007 | |||||
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 for 2005 and financial information for 2005 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.
| NAVISTAR INTERNATIONAL CORPORATION | ||
| Registrant |
||
Date: May 8, 2007
|
/s/ William A. Caton | |
| William A. Caton | ||
| Executive Vice President and Chief Financial Officer |
||