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 21,
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
8.01 OTHER
EVENTS
On
February 21, 2006, the company issued a press release, which is attached as
Exhibit 99.1 to this Report and incorporated by reference herein.
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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(d)
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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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99.1
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Press
Release dated February 21, 2006
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E-1
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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.
PAGE
3
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 21, 2006
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/s/Robert
C. Lannert
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Robert
C. Lannert
Vice
Chairman and Chief Financial
Officer
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