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): March 22,
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
2.03 CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT
On
March
24, 2006, Navistar International Corporation (the company) borrowed an aggregate
principal amount of $614,095,905.69 under its new 3-year senior unsecured term
loan facility in the aggregate principal amount of $1,500,000,000 (the
loan
facility). The loan facility was arranged by Credit Suisse and included Banc
of
America Securities, Banc of America Bridge, Citigroup Corporate and Investment
Banking and J.P. Morgan Chase Bank. The loan facility is guarantied by
International Truck and Engine Corporation, the principal operating subsidiary
of the company.
This
borrowing under the loan facility accrues interest at a rate equal to an
adjusted LIBOR rate plus a spread. The spread, which is based on the company’s
credit ratings in effect from time to time, ranges from 475 basis points to
725
basis points and will increase by an additional 50 basis points at the end
of
the twelve-month period following the date of the first borrowing and by an
additional 25 basis points at the end of each subsequent six-month period and
is
subject to further increases under certain other circumstances.
The
proceeds of this borrowing were used to (1) repurchase $217.042 million of
the
company’s outstanding $220 million 4.75% subordinated exchangeable notes due
2009 pursuant to the company's previously announced consent solicitations and
tender offers for such notes
(2)
retire all of the company’s outstanding $400 million 6.25% senior notes due 2012
and (3) pay certain fees incurred in connection with the foregoing and the
loan
facility.
ITEM
2.04 TRIGGERING
EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
On
March
22, 2006, Navistar International Corporation (the company) received a notice
of
acceleration from at least 25% of the holders of its $400 million 6.25% senior
notes due 2012 (the 6.25% senior notes), as is required by the indenture
governing such notes in order to initiate acceleration, declaring the entire
principal amount outstanding and any accrued interest and premium thereon,
immediately due and payable. This acceleration notice relates to the failure
to
cure an alleged financial reporting covenant default under the company’s
indenture governing the 6.25% senior notes. In response to the notice of
acceleration, the company today retired all $400 million of the 6.25% senior
notes.
PAGE
3
As
previously disclosed in the company’s 8-K filed on February 9, 2006 with the
Securities and Exchange Commission (the SEC), on February 3, 2006, the company
received a notice alleging that the company defaulted under a financial
reporting covenant under the indenture governing the 6.25% senior notes for
failing to furnish the Trustee a copy of the company’s Annual Report on Form
10-K for the fiscal year ended October 31, 2005. As previously disclosed in
the
company’s Current Report on Form 8-K filed on January 17, 2006 with the SEC, the
company
was
unable to timely file its Annual Report on Form 10-K for the period ended
October 31, 2005 because of an ongoing review of a number of complex and
technical accounting items.
The
acceleration of the company 6.25% senior notes could lead to the acceleration
of
the maturity of other outstanding series of the company's long-term debt or
under certain of its lease agreements and certain other indebtedness of the
company and its subsidiaries. At such time as the 6.25% senior notes are repaid
in full, however, all existing defaults under the 6.25% senior notes will be
cured and all existing cross defaults and/or cross accelerations will also
be
eliminated.
The
company used proceeds available under its new 3-year senior unsecured term
loan
facility in the aggregate principal amount of $1,500,000,000 to retire the
6.25%
senior notes.
ITEM
3.03. MATERIAL
MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On
March
24, 2006, Navistar International Corporation (the company) executed supplemental
indentures (collectively, the supplemental indentures) relating to its 4.75%
subordinated exchangeable notes due 2009. The supplemental indenture, among
other things, waived any and all defaults and events of default existing under
the 4.75% subordinated exchangeable notes indenture, eliminated substantially
all of the material restrictive covenants, specified affirmative covenants
and
certain events of default and related provisions in the 4.75% subordinated
exchangeable notes indentures and rescinded any and all prior notices of default
and/or acceleration delivered to the company pursuant to the 4.75% subordinated
exchangeable notes indenture.
ITEM
8.01. OTHER
EVENTS
On
March
24, 2006, the company issued a press release, which is attached as Exhibit
99.1
to this Report and incorporated by reference herein.
PAGE
4
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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4.40
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This
Second Supplement to Indenture dated as of March 24, 2006 by and
among
Navistar International Corporation, a Delaware corporation, and BNY
Midwest Trust Company, an Illinois banking corporation, with respect
to
the Company’s 4.75% Subordinated Exchangeable Notes due 2009.
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E-1
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99.1
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Press
Release dated March 24, 2006
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E-5
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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
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:
March 24, 2006
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/s/William
A. Caton
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William
A. Caton
Executive
Vice President and Vice President -
Finance
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