UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2008
NAVISTAR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-9618 | 36-3359573 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File No.) | (I.R.S. Employer Identification No.) |
| 4201 Winfield Road, P.O. Box 1488, Warrenville, Illinois | 60555 | |
| (Address of principal executive offices) | (Zip Code) |
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:
| o | Written communications pursuant to Rule 425 under the Securities Act |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
PAGE 2
| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
ITEM 7.01 REGULATION FD DISCLOSURE
In accordance with General Instruction B.2. to Form 8-K, the following information shall not
be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such a filing.
On February 26, 2008, Navistar International Corporation (the company), announced that Daniel
C. Ustian, Chairman, President and Chief Executive Officer, will discuss business opportunities and
other matters related to the company during Citigroup’s 21st Annual Global Industrial
Manufacturing Conference at the Grand Hyatt in New York on March 4th at 3:45 PM EST.
Copies of the slides containing financial and operating information to be used as part of the
conference are attached as Exhibit 99.1 to this Current Report. On February 26, 2008, the company
furnished detail information related to the conference on a Form 8-K.
The financial information contained in Exhibit 99.1 is preliminary and unaudited and has been
prepared by management in good faith based on current company data. Until the company becomes
current with its SEC filings, and the requisite audits of the financial statements and related
disclosures included in those filings are complete, the financial information contained in Exhibit
99.1 is subject to change.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit No. | Description | Page | ||
99.1
|
Slide Presentation for March 4, 2008 Citigroup 21st Annual Global Industrial Manufacturing Conference |
Forward Looking Statements
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 of 1934, 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 Item 1A. Risk Factors
of our Form 10-K for the fiscal year ended October 31, 2005, which was filed on December 10, 2007.
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
| ||||
| Date: March 4, 2008 | /s/ William A. Caton | |||
| William A. Caton | ||||
| Executive Vice President and Chief Financial Officer | ||||