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): February 16,
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
5.02 DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS.
On
February 16, 2006, Navistar International Corporation (the company), announced
that Mark T. Schwetschenau, the company’s Controller and principal accounting
officer, has been reassigned to another position within the company and no
longer serves as the principal accounting officer or as an officer of the
company. This action was taken in order to facilitate the completion
of the audit of the company’s financial statements for the fiscal year ended
October 31, 2005. The company previously announced that it would not file
its Annual Report on Form 10-K for the fiscal year ended October 31, 2005
by the
filing deadline because of an ongoing review of a number of complex and
technical accounting issues. Bill Caton, Executive Vice President of
Finance, who joined the company last October and has extensive experience
in
dealing with complex and technical issues, will take the lead in working
to
complete the review of the accounting issues necessary to finalize the company’s
fiscal 2005 financial statements. Robert Lannert, the company’s
Chief Financial Officer, will continue to provide financial leadership to
the company during this transition period.
Forward-looking
information
Information
provided and statements made 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 we
assume no obligation to update the information included in this report, whether
as a result of new information, future events or otherwise. 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 notes 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 other factors that could cause actual results
to
differ materially from those in the forward-looking statements. For a
further description of these and other factors, see Exhibit 99.1 to our Form
10-K for the fiscal year ended October 31, 2004.
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:
February 17, 2006
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/s/William
A. Caton
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William
A. Caton
Executive
Vice President of Finance
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