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): December 3, 2004
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
Servicios Financieros Navistar, S. A. de C. V., Sociedad Financiera de Objeto Limitado, a wholly owned subsidiary of the Registrant, entered into a trust agreement with Banco J.P. Morgan, S.A., Institutión de Banca Múltiple, J. P. Morgan Grupo Financiero, División Fiduciaria as trustee (the "Trustee"), for purposes of creating irrevocable trust No. F/00098 (the "Trust"), in accordance with which, on December 3, 2004, the Trust issued and placed in the Mexican Stock Exchange, Certificados Bursátiles, Serie A ( "Notes"), having an aggregate original principal amount of $516,000,000.00 Mexican Pesos, under the revolving securitization program authorized by the Mexi can National Banking and Securities Commission in an aggregate amount of $1,100,000.00 Mexican Pesos.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On December 6, 2004, the Registrant issued a press release, which is attached as Exhibit 99.1 to this Report and incorporated by reference herein, to report expected fourth quarter and full-year 2004 results and to give its earnings outlook and other guidance for fiscal year 2005. The Registrant also announced in that news release that its finance subsidiary, Navistar Financial Corporation, will adjust its income for the periods 2002-2004, and as a result of such adjustment, it is possible that the Registrant may restate its financial statements.
The information in this Current Report on Form 8-K, including Exhibit No. 99.1 and 99.2 hereto, are deemed filed for purposes of the Securities Exchange Act of 1934, as amended.
ITEM 8.01. OTHER EVENTS
On December 6, 2004, the Registrant issued a press release, which is attached as Exhibit 99.2 to this Report and incorporated by reference herein, to announce that its operating company, International Truck and Engine Corporation, signed a collaboration pact with a German truck and engine manufacturer.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The following Exhibits are deemed to be filed under the Securities Exchange Act of 1934, as amended.
| Exhibits | ||||||
| Exhibit No. | Description | Page | ||||
| 99.1 | Press Release dated December 6, 2004 | E-1 | ||||
| 99.2 | Press Release dated December 6, 2004 | E-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.
NAVISTAR INTERNATIONAL CORPORATION
Registrant
| Date: December 6, 2004 | /s/Mark T. Schwetschenau |
Mark T. Schwetschenau Senior Vice President and Controller (Principal Accounting Officer) |