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): October 17, 2005
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
On October 17, 2005, the Compensation Committee of the Board of Directors of Navistar International Corporation (the company) approved the Annual Incentive Plan Criteria for fiscal year 2006 for named executive officers. The 2006 Annual Incentive Awards will be granted under, and are subject to the terms and conditions of, the company’s 2004 Performance Incentive Plan previously filed as Appendix A to the company’s 2004 proxy statement. The performance criteria applicable to these awards are set for in Exhibit 10.1 attached to this report and hereby incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following Exhibits are deemed to be filed under the Securities Exchange Act of 1934, as amended.
| (c) | Exhibits | |||||
| Exhibit No. | Description | Page | ||||
| 10.1 | Annual Incentive Plan Criteria | E-1 | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NAVISTAR INTERNATIONAL CORPORATION
Registrant
| Date: October 21, 2005 | /s/Mark T. Schwetschenau |
Mark T. Schwetschenau Senior Vice President and Controller (Principal Accounting Officer) |