Form 12b-25
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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[
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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 January
31, 2007
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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
Page 2
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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[
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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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(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 January 31, 2007 because
of its ongoing review of a number of complex and technical accounting items
relating to its financial statements that are to be filed in its annual report
on Form 10-K for the fiscal year ended October 31, 2005, which report has yet
to
be filed. As a result of this ongoing review, the company was unable to timely
file its Report for the period ended January 31, 2007 with the Commission by
March 12, 2007, and was unable to file such Report within the five day extension
provided by Rule 12b-25(b). The company expects to file its Report for the
period ended January 31, 2007 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, its Quarterly Reports on Form 10-Q
for the periods ended January 31, 2006, April 30, 2006 and July 31, 2006 and
its
Annual Report on Form 10-K for the fiscal year ended October 31, 2006.
Page
3
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 periods ended
January 31, 2006, April 30, 2006, and July 31, 2006, nor its Annual Report
on
Form 10-K for the fiscal year ended October 31, 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 filed a Form 8-K announcing that it was delaying
the filing of its Annual Report on Form 10-K and that it issued a Form 12b-25
“Notification of Late Filing”, 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 filed a Form 8-K incorporating a news release
by
reference, 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
12, 2006, the company filed a Form 8-K 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 independent registered public accounting firm replacing Deloitte &
Touche LLP whose engagement with the company was terminated by the audit
committee. In that Form 8-K, 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.
Page
4
Information
provided and statements contained in this report 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 the company assumes no obligation to update the
information included in this report. 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 company’s debt 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
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:
March
23, 2007
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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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