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): June 7,
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
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On
June
7, 2006, Navistar International Corporation (the “company”) issued a press
release, which is attached as Exhibit 99.1 to this Report and incorporated
by
reference herein, providing an update on the company’s strategies and
achievements, along with an outlook for 2006.
The
company also announced that certain executives of the company will hold a
conference call with analysts on Wednesday, June 7, 2006 at 9:00 AM CDT to
review operating metrics as well as the outlook for 2006. The
call
can be accessed via the company’s Web site, www.internationaldelivers.com and
clicking on the link on the investor relations page. Investors are advised
to
log on to the company’s Web site at least 15 minutes prior to the start of the
Web cast to allow sufficient time for downloading any necessary software.
Copies
of
the slides containing financial and operating information to be used as part
of
the conference call are attached as Exhibit 99.2 to this Report and incorporated
by reference herein, and will
be
available to investors on the investor relations page of the company’s Web site
prior to the start of the Web cast. The Web cast will be available for replay
at
the same Web address within 24 hours following its conclusion and will be
available until midnight September 7, 2006.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
The
following Exhibits are
deemed 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 June 7, 2006
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E-1
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99.2
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Slide
Presentation for the web cast to be held on June 7, 2006
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E-7
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PAGE
3
Forward
Looking Statements
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. In addition, until the previously announced review by the
company of its accounts is concluded, no assurance can be given with respect
to
the financial statement adjustments, impacts and period resulting from such
review, if any, nor can there be any assurance that additional adjustments
to
the financial statements of the company will not be identified.
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:
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June
7, 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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