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): March 2, 2005
NAVISTAR
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware |
1-9618 |
36-3359573 | ||
|
|
|
| ||
|
(State
or other jurisdiction of
incorporation
or organization) |
(Commission
File No.) |
(I.R.S.
Employer
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:
[_]
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
2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The
Registrant entered into an Indenture dated as of March 2, 2005, with
International Truck and Engine Corporation (International), our principal
operating subsidiary and The Bank of New York Trust Company, as Trustee, for its
6¼%
Senior Notes (Notes) due 2012 for
$400,000,000. The Notes were sold in a Rule 144A private unregistered offering
and pursuant to Regulation S for transactions outside the United States. The
Notes are guaranteed on a senior unsecured basis by International. The Notes
will rank behind in right of payment to all of the Registrants future secured
debt and equally in right of payment to all of the Registrants existing and
future senior unsecured debt. The Registrant may redeem some or all of the Notes
at any time on or after March 1, 2009 at redemption prices set forth in the
offering memorandum. The Registrant may also redeem up to 35 percent of the
aggregate principal amount of the Notes using the proceeds of certain equity
offerings completed before March 1, 2008. The Indenture governing the Notes
contains customary restrictive covenants and default provisions and provides the
holders of the Notes with the ability to sell us the Notes at a premium upon a
change of control of the Registrant.
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 (NYSE: NAV), the nation’s largest combined commercial
truck, school bus and mid-range diesel engine producer, announced it will
discuss future business opportunities next week at the 18th annual
global industrial manufacturing conference sponsored by Smith
Barney.
Robert C.
Lannert, vice chairman and chief financial officer, is scheduled to make the
Navistar presentation at 8:45 a.m. EST on Wednesday, March 9th. A live audio web
cast will be available at: http://www.veracast.com/webcasts/sbcitigroup/im05/16202292.cfm
Navistar
International Corporation (NYSE: NAV) is the parent company of International
Truck and Engine Corporation. The company produces
InternationalÒ brand
commercial trucks, mid-range diesel engines and IC brand school buses and
is a
private label designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets. With the broadest distribution network in North America,
the company also provides financing for customers and dealers. Additionally,
through a joint venture with Ford Motor Company, the company builds medium
commercial trucks and sells truck and diesel engine service parts. Additional
information is available at www.internationaldelivers.com.
PAGE
3
Forward
Looking Statements
Statements
contained in this filing or web cast 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 news release and we assume no obligation to update the information included
in this news release. 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. 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 10-K for the fiscal year ended October 31,
2004.
ITEM
8.01. OTHER EVENTS
On March
2, 2005, the Registrant sold $400 million of its 6¼%
Senior Notes due March 1, 2012 in a Rule 144A offering. The Registrant received
approximately $395 million in net proceeds from the offering.
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:
March 2, 2005 |
/s/
Mark T. Schwetschenau |
|
| ||
|
Mark
T. Schwetschenau | ||
|
Senior
Vice President and Controller | ||
|
(Principal
Accounting Officer) | ||