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): October 4,
2005
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
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On
September 29, 2005, Mr. William Caton accepted the company’s offer of employment
under which, inter alia, Mr. Caton is entitled to receive a sign-on bonus,
restricted stock grant and relocation allowance. The terms and conditions of
Mr.
Caton’s sign-on bonus, restricted stock grant and relocation allowance are set
forth in his bonus letter attached as Exhibit 10.1 to this report and hereby
incorporated herein by reference.
ITEM
5.02(b) DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF DIRECTORS,
OR
APPOINTMENT OF PRINCIPAL OFFICERS
On
October 4, 2005, the company issued a press release, which is attached
as Exhibit 99.1 to this report,
where it
was announced that Robert C. Lannert, the company’s Vice Chairman and Chief
Financial Officer, intends to resign from the position of Chief Financial
Officer upon
the
filing of the company’s 2005 Form 10-K. Mr. Lannert will remain as Vice Chairman
and will advise the company on strategic programs and planning. .
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
The
following Exhibits are deemed to be filed under the Securities
Exchange Act of 1934, as amended.
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(c)
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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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10.1
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Caton
bonus letter dated September 29, 2005
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E-1
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99.1
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Press
release dated October 4, 2005
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E-3
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the company 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:
October 4, 2005
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/s/Mark
T. Schwetschenau
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Mark
T. Schwetschenau
Senior
Vice President and Controller
(Principal
Accounting Officer)
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