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 23,
2005
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:
[_]
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
February 23, 2005, the Registrant entered into a material definitive agreement,
attached as Exhibit 10.1 to this report, in which it proposes to issue and sell
$400,000,000 aggregate principle amount of its 6¼%
Senior Notes due 2012 to the
various financial institutions set forth in the agreement. The notes will be
sold in a Rule 144A offering.
ITEM
8.01. OTHER EVENTS
On
February 23, 2005, the Registrant issued a press release, which is attached as
Exhibit 99.1 to this Report and is incorporated herein by reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
The
following exhibit is deemed to be filed under the Securities Exchange Act of
1934, as amended.
|
(c)
|
Exhibits |
|||||
|
Exhibit
No. |
Description |
Page | ||||
|
|
|
| ||||
|
10.1 |
Purchase
agreement for $400,000,000 6¼%
Senior Notes due 2012. |
E-1 | ||||
|
99.1 |
Press
release dated February 23, 2005. |
E-30 | ||||
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: |
February
28, 2005 |
/s/
Mark T. Schwetschenau |
|
| ||
|
Mark
T. Schwetschenau | ||
|
Senior
Vice President and Controller | ||
|
(Principal
Accounting Officer) | ||