UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): October 17,
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
In
light
of the blackout trading restrictions imposed upon Navistar International
Corporation (the “company”) in accordance with Regulation Blackout Trading
Restriction (“Regulation BTR”), on October 17, 2006 the Board of Directors of
the company, upon recommendation of the Nominating and Governance Committee,
approved the following actions:
| 1. |
In
lieu of the fiscal year 2006 annual grant to each director of 4,000
shares
of company common stock as part of the company’s overall director
compensation, each director is to be awarded a cash payment in the
amount
of $43,200;
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| 2. |
Suspended
the requirement that each director receive at least one-fourth of
their
annual retainer in the form of restricted stock during such period
in
which Regulation BTR applies. Accordingly, each director will receive
the
entire annual retainer of $60,000 in four equal quarterly cash payments;
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| 3. |
Suspended
for calendar year 2007 each director’s ability to elect to receive stock
in lieu of a cash payment in accordance with the Non-Employee Directors
Deferred Fee Plan as amended, restated and filed as Exhibit 10.65
to the
company’s Form 8-K dated and filed with the Securities and Exchange
Commission (“SEC”) on December 16, 2005;
and
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| 4. |
Extended
the expiration date of an option to purchase 2,000 shares of company
common stock granted to Mr. John Correnti on December 18, 1996 in
connection with his service as a director of the company. This option
expiration date has been extended until 30 days after the company’s
blackout trading restriction
expires.
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On
October 17, 2006, the Compensation Committee of the Board of Directors of the
company approved the Annual Incentive Plan Criteria for fiscal year 2007 for
named executive officers. The Annual Incentive Awards for fiscal year 2007
will
be awarded under, and are subject to the terms and conditions of, the company’s
2004 Performance Incentive Plan as amended and restated as of February 15,
2005
as previously filed as Appendix A to the company’s 2005 proxy statement dated
and filed with the SEC on February 23, 2005. The performance criteria applicable
to these awards are set forth in Exhibit 10.57 attached to this report and
hereby incorporated herein by reference.
ITEM
5.02 DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
On
October 17, 2006, Mr. Robert C. Lannert notified Navistar International
Corporation (the “company’) of his intent to resign as a director of the company
upon his retirement from the company. In light of the vacancy to be created
by
Mr. Lannert’s resignation, the Board of Directors elected Mr. William A. Caton,
the company’s Executive Vice President and Chief Financial Officer, as a Class I
director to fill such vacancy effective upon Mr. Lannert’s resignation. Mr.
Caton is not a party to any transaction with the company or any of its
subsidiaries in which he had a direct or indirect material interest requiring
disclosure under this Item and will not serve on any committees of the Board
of
Directors.
On
October 17, 2006, the Board of Directors of the company also elected Mr. John
P.
Waldron as an executive officer of the company being Vice President and
Corporate Controller. For further information
on this disclosure, please see the company’s Current Report on Form 8-K dated
and filed with the SEC on September 21, 2006 and hereby incorporated herein
by
reference.
PAGE
3
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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10.57
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Annual
Incentive Plan Criteria
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E-1
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PAGE
4
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:
October 24, 2006
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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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