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): December 13,
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
December 13, 2005, the Committee on Compensation of the Board of Directors
of
Navistar International Corporation (the “company”) approved the amendment and
restatement of the company’s Non-Employee Directors’ Deferred Fee Plan (the
“plan”), a copy of which is attached as Exhibit 10.65 to this report. The
primary effect of these amendments is to conform to the provisions of the new
nonqualified deferred compensation law and corresponding IRS guidance. The
plan
permits non-employee directors to defer all or a portion of their annual
compensation (annual retainer and meeting fees) into a deferred cash account
or
into deferred shares of company common stock. The deferred cash account earns
interest on a quarterly basis at the rate equivalent to the prime rate as of
the
first day of each quarter. Deferred shares accrued under the plan are to be
settled
in
shares of company common stock per the non-employee director's election made
at
the time of the election to defer compensation, subject to any applicable
vesting schedule.
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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10.65
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Non-Employee
Directors’ Deferred Fee Plan (as amended and restated as of January 1,
2005)
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E-1
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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:
December 16, 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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