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 20,
2007
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
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On
February 20, 2007, the Board of Directors of Navistar International Corporation
(the “company”) approved a resolution amending the company’s Amended and
Restated Executive Stock Ownership Program (the “program”) to delay the time
period in which a participant has for meeting the stock ownership requirements
of, and ability to earn premium shares under, the program. Under the program,
senior level management of the company are required to, by certain dates, own
a
specific percentage of their base salary in company stock and may be awarded
premium shares if they acquire that stock at an accelerated rate. In light
of
currently effective trading restrictions under the company’s insider trading
policy, executive officers of the company have been prohibited from purchasing
shares of company stock and, therefore, unable to meet their ownership
requirements of, nor earn premium shares under, the program. The intent of
the
amendment is to extend the time period of a participant for meeting the
ownership requirements of, and ability to earn premium shares under, the program
for the same amount of time that the blackout trading restrictions are in place.
A copy of the resolution approving that action is attached as Exhibit 10.68
to
this Report and incorporated by reference herein.
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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10.68
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Board
of Directors resolution regarding amendment to the company’s Amended and
Restated Executive Stock Ownership Program.
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E-1
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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.
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NAVISTAR
INTERNATIONAL CORPORATION
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Registrant
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Date:
February 26, 2007
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/s/
William A. Caton
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William
A. Caton
Executive
Vice President and Chief Financial
Officer
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