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): March 14,
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
8.01. OTHER
EVENTS
On March
14, 2005, the Registrant issued a press release, which is attached as Exhibit
99.1 to this Report and incorporated by reference herein, to (i) provide notice
that its Quarterly Report on Form 10-Q for the quarter ended January 31, 2005
will be delayed beyond the March 14th filing deadline and (ii) announce the
company expects to release financial results for the quarter ended January 31,
2005 on or before April 15, 2005. The delay in filing the company’s Quarterly
Report on Form 10-Q will have the following consequences with respect to the
company’s outstanding long-term debt, its operating leases and Navistar
Financial Corporation’s (NFC) revolving credit agreement.
The
company has approximately $1.4 billon of outstanding long-term debt issued under
various trust indentures between the company and BNY Midwest Trust Company as
trustee. Each indenture requires that the company timely file, and/or deliver to
the trustee, within specified periods of time, a copy of, its annual filings
with the Securities and Exchange Commission (SEC). The delay in
filing the company’s Quarterly Report on Form 10-Q, or delivering a copy thereof
to the trustee, will not result in the automatic acceleration of maturity of any
series of the company's long-term debt. However, either the trustee
or 25% or more of the holders of each series of debt issuance have the right to
notify the company of its nonperformance and declare an event of default under
such indenture. Based on the company’s discussions with the trustee, the company
currently has no reason to believe that this notice will be
given. However, if a notice of default were to be delivered to the
company, the company would have no less than 30 days to cure such event of
default. If the company does not cure the event of default within the required
time period, then either the trustee or 25% or more of the holders of each
series of debt issuance would have the right to declare the principal amount and
all accrued interest under such series of indebtedness due and payable, unless a
waiver is obtained from holders of 51% or more of the aggregate principal
indebtedness under each series of the long-term debt. Any
acceleration of maturity of the company's long-term debt issued under any of the
respective indentures could lead to the acceleration of the maturity of the
indebtedness under the company's other indentures, an automatic default and
termination of unused commitments under NFC's revolving credit facility and
default under certain other indebtedness of the company and NFC.
NFC has
similar filing requirements under its $820 million revolving credit agreement,
dated as of December 8, 2000, as amended, among NFC, certain of its
subsidiaries, JP Morgan Chase Bank, N.A., as administrative agent, and the
lenders and other parties thereto. The failure of NFC and the company to deliver
financial statements to their lenders would result in defaults under the
revolving credit agreement and, as such, NFC would be prohibited from incurring
any additional indebtedness under the credit agreement until the defaults are
cured or waived. NFC has requested a waiver of the existing defaults under the
credit agreement through April 15, 2005, which will permit NFC to incur
additional borrowings under the credit agreement through that date.
PAGE
3
NFC
currently believes that it and its affiliates will be able to complete their
respective Quarterly Reports on Form 10-Q and deliver the required related
information to their respective lenders and cure any existing defaults under the
credit agreement on or prior to April 15, 2005. In the event that NFC has not
cured any defaults by April 15, 2005, it will again no longer be able to incur
additional indebtedness under the credit agreement unless it shall have obtained
a subsequent waiver. In the event that NFC does not cure any defaults by April
16, 2005 (unless it shall have obtained an additional waiver thereof), an event
of default shall have occurred under the credit agreement and the administrative
agent or the lenders will have the ability to terminate the credit facility and
demand immediate payment of all amounts outstanding under the credit agreement,
which as of the date hereof is approximately $560 million. Such a demand for
payment would result in defaults under numerous other credit facilities and
other agreements of NFC and its affiliates.
The
company also has total maximum obligations of approximately $679 million as of
October 31, 2004 under various operating leases. Many of these leases have a
similar requirement that the company timely file, and/or deliver to the lessor a
copy of, its quarterly filings with the SEC. Failure to comply with this
requirement beyond the specified cure period in the leases would give the
lessors the right to declare a default under the lease and take other adverse
actions. The company currently has no reason to believe that any lessor would
declare a default.
Information
provided and statements made in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act, Section 21E
of the Exchange Act, and the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements include information relating to the possible
restatement of the company’s historical financial statements. These
forward-looking statements often include words such as "believe," "expect,"
"anticipate," "intend," "plan," "estimate" or similar expressions. These
statements are not guarantees of performance or results and they involve risks,
uncertainties and assumptions. Although we believe that these forward-looking
statements are based on reasonable assumptions, there are many factors that
could affect our actual financial results or results of operations and could
cause actual results to differ materially from those in the forward-looking
statements. For a further description of these factors, see Exhibit 99.1 to our
Form 10-K for the fiscal year ended October 31, 2004.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
The
following exhibit is deemed to be filed under the Securities Exchange Act of
1934, as amended.
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(c)
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Exhibits |
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Exhibit
No. |
Description |
Page | ||||
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99.1 |
Press
Release dated March 14, 2005 |
E-1 |
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.
NAVISTAR
INTERNATIONAL CORPORATION
Registrant
|
Date:
March 14, 2005 |
/s/Mark
T. Schwetschenau |
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Mark
T. Schwetschenau
Senior
Vice President and Controller
(Principal
Accounting Officer) |