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): August 2,
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
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On
August
2, 2006, Navistar International Corporation (the “company”) obtained the
required consent to amend (the “amendment”) its existing 3-year senior unsecured
term loan facility in the aggregate principal amount of $1,500,000,000 (the
“loan
facility”), which was arranged by Credit Suisse Securities (USA) LLC and
included Banc of America Securities LLC, Banc of America Bridge LLC, Citigroup
Global Markets Inc. and J.P. Morgan Securities, Inc., and with the lender
parties indicated therein. The
loan
facility provides, among other things, that the company cannot make any
borrowings under the loan facility after August 9, 2006, and that, as of
that date, all existing defaults under certain of its outstanding debt
securities must be cured or waived by the holders thereof.
The
amendment provides the company with additional flexibility under the loan
facility to permit the company to borrow the remaining balance of the loan
facility by August 9, 2006 and place such funds in escrow to repay, discharge
or
otherwise cure by December 21, 2006 any existing default under its outstanding
2
½% senior convertible notes (the “2 ½% senior notes”). Such borrowed funds may
only be released from escrow in connection with a repayment (including a
discharge of the notes on or after December 15, 2006) or other cure of the
company’s outstanding 2 ½% senior notes.
The
effectiveness of the amendment is conditioned, inter alia, upon the drawing
of
the full balance remaining under the loan facility by August 9, 2006 and the
placing of such borrowed funds in escrow as discussed above.
ITEM
2.03 CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT
On
August
2, 2006, Navistar International Corporation (the “company”) gave an irrevocable
notice to borrow on August 8, 2006 an aggregate principal amount of
$195,028,048.61 under its new 3-year senior unsecured term loan facility in
the
aggregate principal amount of $1,500,000,000 (the "loan
facility"). The loan facility was arranged by Credit Suisse Securities (USA)
LLC
and included Banc of America Securities LLC, Banc of America Bridge LLC,
Citigroup Global Markets Inc. and J.P. Morgan Securities, Inc., and with the
lender parties indicated therein. The loan facility is guaranteed by
International Truck and Engine Corporation, the principal operating subsidiary
of the company.
The
proceeds of this borrowing will be held in escrow and released only in
connection with a repayment (including a discharge of the notes on or after
December 15, 2006) or other cure of the company’s outstanding 2 ½% senior
convertible notes due 2007 and to pay certain fees incurred in connection with
the loan facility and the repurchase of such notes.
This
borrowing under the loan facility accrues interest at a rate equal to an
adjusted LIBOR rate plus a spread. The spread, which is based on the company’s
credit ratings in effect from time to time, ranges from 475 basis points to
725
basis points and will increase by an additional 50 basis
PAGE
3
points
at
the end of the twelve-month period following the date of the first borrowing
and
by an additional
25 basis points at the end of each subsequent six-month period and is subject
to
further increases
under certain other circumstances.
ITEM
8.01. OTHER
EVENTS
On
August
2, 2006, the company issued a press release, which is attached as Exhibit 99.1
to this Report and incorporated by reference herein.
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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Press
Release dated August 2, 2006
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E-1
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Forward-looking
information
Information
provided and statements contained in the presentation 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 the presentation and the company assumes no obligation to update
the
information included in the presentation. 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.
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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:
August 3, 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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