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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[X]
Form 10-K
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[_]
Form 20-F
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[_]
Form 11-K
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[_]
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 October
31, 2006
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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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[
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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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[
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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 Annual
Report on Form 10-K (Report)
for the period ended October 31, 2006 because
of its ongoing review of a number of complex and technical accounting items
relating to its financial statements for the fiscal year ended October 31,
2005.
As a result of this ongoing review, the company is unable to timely file its
Report for the period ended October 31, 2006 with the Commission by January
16,
2007, and will be unable to file such Report within the fifteen-day extension
provided by Rule 12-25(b). The company expects to file its Report for the period
ended October 31, 2006 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 and its Quarterly Reports on Form 10-Qs
for the periods ended January 31, 2006, April 30, 2006 and July 31, 2006.
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 3 month periods
ended January 31, 2006, April 30, 2006, and July 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 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. For additional information on this matter, please refer to our
Current Report on Form 8-K filed with the Securities and Exchange Commission
(“SEC”) on April 12, 2006 which is hereby incorporated herein by
reference.
The
company’s review of accounting matters is ongoing and has resulted in the
identification of additional items requiring review. Given the number of
items under review and the likelihood that additional accounting corrections
will be identified, the company is unable to reasonably estimate the impact
of
the restatement.
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 notice and we assume no obligation to update the information
included in this notice. 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:
January
17, 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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