formnt10q073106
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
File Number: 001-09618
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(Check
One):
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[_]
Form 10-K
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[_]
Form 20-F
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[_]
Form 11-K
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[X]
Form 10-Q
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[_]
Form 10-D
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[_]
Form N-SAR
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[_]
Form N-CSR
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For
Period Ended July
31, 2006
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[_]
Transition Report on Form 10-K
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[_]
Transition Report on Form 20-F
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[_]
Transition Report on Form 11-K
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[_]
Transition Report on Form 10-Q
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[_]
Transition Report on Form N-SAR
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For
the Transition Period Ended:____________
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Read
Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If
the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates: N/A
PART
I - REGISTRANT INFORMATION
Navistar
International Corporation
Full
Name
of Registrant
N/A
Former
Name if Applicable
4201
Winfield Road
Address
of Principal Executive Office (Street
and Number)
Warrenville,
IL 60555
City,
State and Zip Code
PART
II - RULES 12b-25(b) AND (c)
If
the
subject report could not be filed without unreasonable effort or expense and
the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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(a)
The reasons described in reasonable detail in Part III of this form
could
not be eliminated without unreasonable effort or
expense;
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[__]
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(b)
The subject annual report, semi-annual report, transition report
on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report
on Form 10-Q, or portion thereof, will be filed on or before the
fifth
calendar day following the prescribed due date; and
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(c)
The accountant's statement or other exhibit required by Rule 12b-25(c)
has
been attached if applicable.
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PART
III - NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Navistar
International Corporation (the company) is unable to timely file its Quarterly
Report on Form 10-Q (Report)
for the period ended July 31, 2006 because
of its ongoing review of a number of complex and technical accounting items
relating to its financial statements for the fiscal year ended October 31,
2005.
As a result of this ongoing review, the company was unable to timely file its
Report for the period ended July 31, 2006 with the Commission by September
8,
2006, and will be unable to file such Report within the five-day extension
provided by Rule 12-25(b). The company expects to file its Report for the period
ended July 31, 2006 as soon as practicable following the resolution of the
foregoing matters and the filing of the company’s Annual Report on Form 10-K for
the fiscal year ended October 31, 2005.
PART
IV -- OTHER INFORMATION
(1)
Name
and telephone number of person to contact in regard to this
notification
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William
A. Caton
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(630)
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753-2600
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
Have
all other periodic reports required under 13 or 15(d) of the Securities Exchange
Act of 1934 or section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the registrant was required
to file such report(s) been filed? If the answer is no, identify report(s).
[_]
Yes [X] No
The
company has not filed its Annual Report on Form 10-K for the fiscal year ended
October 31, 2005 nor its Quarterly Reports on Form 10-Q for the 3 month periods
ended January 31, 2006 and April 30, 2006.
(3)
Is it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? [X] Yes
[_]
No
If
so,
attach an explanation of the anticipated change, both narratively, and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
On
January 17, 2006, the company issued a news release announcing that it was
delaying the filing of its Annual Report on Form 10-K for the period ended
October 31, 2005 because it was reviewing a number of complex and technical
accounting items.
On
February 21, 2006, the company issued a news release stating that while the
company continues to work toward a resolution of the items mentioned above,
the
review of the accounting matters may result in changes to its previously issued
financial statements, including the possibility of a restatement.
On
April
7, 2006, the company issued a news release announcing it will restate its
financial results for the fiscal years 2002 through 2004 and for the first
nine
months of fiscal 2005 and that its audit committee designated KPMG LLP as the
company’s new registered public accounting firm replacing Deloitte & Touche
LLP whose engagement with the company was terminated by the audit committee.
In
that press release, the company further announced that the need for a
restatement has been identified in the ongoing review of accounting matters
and
that the company has identified items requiring restatement to include
accounting for anticipated external funding of product development programs,
timing of recognition of amounts deemed to be collectible from certain
suppliers, including rebates and warranty recoveries, accounting for warranty
to
be provided by the company outside of the terms of the contractual arrangements
and shifting balances and expense amounts between reporting periods at one
of
the company’s
foundry operations. The company’s review process continues and will likely
result in the identification of additional items requiring correction in the
restated results. For additional information on this matter, please refer to
our
Current Report on Form 8-K dated and filed with the Securities and Exchange
Commission (“SEC”) on April 12, 2006 which is hereby incorporated herein by
reference.
This
Notification of Late Filing on Form 12b-25 contains 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 notice and we
assume no obligation to update the information included in this notice. 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. 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 for such
review, if any, nor can there be any assurance that additional adjustments
to
the financial statements of the company will not be
identified.
Navistar
International Corporation
(Name
of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date:
September
8, 2006
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By:
/s/
William A. Caton
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William
A. Caton
Executive
Vice President and Chief Financial Officer
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