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): June 9,
2009
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
PAGE
2
ITEM
2.01 COMPLETION
OF ACQUISITION OR DISPOSITION OF ASSETS
As
previously disclosed in a Current Report on Form 8-K filed on January 13, 2009,
Navistar International Corporation (“Navistar”) issued a press release
announcing that it and Ford Motor Company (“Ford”) reached an agreement to
restructure their ongoing business relationship and settle all existing
litigation between the companies.
As part
of the settlement agreement, both companies agreed to terminate their respective
lawsuits and release each other from various actual and potential claims,
including those brought in the lawsuits. Navistar also received a cash payment
from Ford and will increase its equity interest in its Blue Diamond Truck
(“BDT”) and Blue Diamond Parts (“BDP”) joint ventures with Ford to 75%. Finally,
Navistar and Ford will end their current diesel engine supply agreement
effective December 31, 2009.
On June
9, 2009, pursuant to the provisions of the settlement agreement, Navistar
entered into the Fifth Amendment to the Blue Diamond Joint Venture Agreement
with Ford whereby Navistar increased its equity interest in BDP from 49% to 75%
as well as increased its equity interest in BDT from 51% to 75%. The receipt of
additional equity interest from Ford was among the various components of the
settlement agreement, and no additional consideration was paid to Ford in
connection with the increase in equity interest in BDT or BDP. The acquisition
of the additional equity interest in BDP was considered significant pursuant to
the quantitative tests in Rule 11-01(b) of
Regulation S-X under the Securities Exchange Act of 1934, as
amended.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(a) Financial
Statements of Businesses Acquired
The
financial statements required by this item relating to the acquisitions
described under Item 2.01 are not being filed herewith. To the extent such
information is required by this item, it will be filed by amendment to this
Current Report on Form 8-K not later than 71 days after the date on which this
Current Report on Form 8-K is required to be filed with respect to such
acquisitions.
(b) Pro Forma
Financial Information
The pro
forma financial information required by this item relating to the acquisitions
described under Item 2.01 is not being filed herewith. To the extent such
information is required by this item, it will be filed by amendment to this
Current Report on Form 8-K not later than 71 days after the date on which this
Current Report on Form 8-K is required to be filed with respect to such
acquisitions.
PAGE
3
Forward
Looking Statements
Information
provided and statements contained in this report that are not purely historical
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act
of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements only speak as of the date of this report and the
Company assumes no obligation to update the information included in this report.
Such forward-looking statements include information concerning our possible or
assumed future results of operations, including descriptions of our business
strategy. These 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. For a further description of these factors, see
Item 1A, Risk Factors, of our Form 10-K for the fiscal year ended October 31,
2008, which was filed on December 30, 2008, and Item 1A, Risk Factors, included
within our Form 10-Q for the period ended April 30, 2009, which was filed on
June 8, 2009. 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. All future
written and oral forward-looking statements by us or persons acting on our
behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to above. Except for our ongoing obligations to disclose
material information as required by the federal securities laws, we do not have
any obligations or intention to release publicly any revisions to any
forward-looking statements to reflect events or circumstances in the future or
to reflect the occurrence of unanticipated events.
SIGNATURE
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:
June 15, 2009
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/s/ John
P. Waldron
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John
P. Waldron
Vice
President and Controller
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