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): August 29,
2006
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
ITEM
5.02 DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
On
August
29, 2006, the Board of Directors of Navistar International Corporation (the
“company”) promoted William A. Caton to the position of Executive Vice President
and Chief Financial Officer of the company, effective as of September 1, 2006,
to replace Robert C. Lannert, who will now focus on future strategic
initiatives. Mr. Caton, 55, previously served as Executive
Vice President and Vice President, Finance of the company, and the company’s
principal operating subsidiary, International Truck and Engine Corporation,
since October 2005. Prior to this Mr. Caton was employed by various subsidiaries
of Dover Corporation from 1989 to 2005, most recently serving as Vice President
and Chief Financial Officer of Dover Diversified, Inc., a diversified
manufacturing company with over 7,000 employees, from 2002 to 2005; Chief
Financial Officer of Waukesha Bearings, a leading supplier of fluid film and
active magnetic bearings for turbomachinery, from 2001 to 2002; and Executive
Vice President of DovaTech, Ltd., a manufacturer of welding equipment from
2000
to 2001, where he was responsible for sales and marketing, customer service,
accounting and finance and information systems.
In
connection with Mr. Caton’s appointment as Executive Vice President and Chief
Financial Officer of the company, the Board of Directors of the company, upon
recommendation of the Compensation Committee, (i) increased his annual base
salary by $95,000 to $625,000, (ii) authorized the award of a discretionary
cash
bonus to Mr. Caton in an amount not to exceed $200,000 to be paid at such time
as the company’s 2006 annual incentive awards are paid (provided that Mr. Caton
is still employed by the company at that time) and (iii) provided him certain
other benefits commensurate with his Chief Financial Officer position.
In
addition, on August 29, 2006, the Board of Directors of the company appointed
Dennis D. Williams as a member of the company’s Finance Committee. Mr. Williams
was previously elected as a member of the company’s Board of Directors on June
23, 2006. For further information on Mr. Williams’ appointment as a member of
the Board of Directors of the company, please see the company’s Current Report
on Form 8-K dated and filed with the SEC on June 29, 2006, which by reference
thereto is incorporated herein.
PAGE
3
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
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Date:
September 5, 2006
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/s/
William A. Caton
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William
A. Caton
Chief
Financial Officer
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