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 9,
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
PAGE
2
ITEM
3.03 MATERIAL
MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On
August
9, 2006, Navistar International Corporation (the “company”) executed a
supplemental indenture (the “supplemental indenture”) to its indenture dated
December 16, 2002 (the “senior notes indenture”) relating to its 2.50% senior
convertible notes due 2007. The supplemental indenture, among other things,
waived any and all defaults and events of default existing under the senior
notes indenture, eliminated specified affirmative covenants and certain events
of default and related provisions in the senior notes indenture and rescinded
any and all prior notices of default and/or acceleration delivered to the
company pursuant to the senior notes indenture.
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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(d)
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Exhibit
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Exhibit
No.
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Description
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Page
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4.50
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First
Supplement, dated as of August 9, 2006, to Indenture by and among
Navistar
International Corporation, International Truck and Engine Corporation
and
BNY Midwest Trust Company, as Trustee, for 2.50% Senior Convertible
Notes
due 2007 for $190,000,000.
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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 and 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.
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 9, 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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