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): February 6,
2007
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
3.01 NOTICE
OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD;
TRANSFER OF LISTING
On
February 6, 2007, Navistar International Corporation (the “company”) was advised
by the New York Stock Exchange, Inc. (“NYSE”) that the NYSE Regulation Board of
Directors’ Committee determined to affirm the decision of NYSE Regulation Staff
to de-list the common stock and the convertible junior preference stock, Series
D, of the company from trading on both the NYSE and NYSE Arca. The NYSE further
advised the company that it will suspend from trading such securities prior
to
the market opening on February 14, 2007. On February 6, 2007, the NYSE submitted
an application under Exchange Act Rule 12d-2 to the Securities and Exchange
Commission ("SEC") to de-list such securities from trading on both the NYSE
and
NYSE Arca. The NYSE advised the company that its decision to suspend trading
and
commence de-listing proceedings was reached because the company is a late filer
and was under review by the NYSE Regulation Staff in light of the delay in
filing with the SEC its October 31, 2005 Form 10-K and certain of its fiscal
2006 Form 10-Q filings. The company intends to appeal this decision. The company
said it anticipates being quoted on the Pink Sheet Electronic Quotation Service
as soon as the exchange suspends trading.
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, Section 21E of the Exchange Act, 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, including the
risk of continued delay in the completion of our financial statements and the
consequences thereof. Although we believe that these forward-looking statements
are based on reasonable assumptions, there are many factors that 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 8-K filed on April 12, 2006.
PAGE
3
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:
February 9, 2007
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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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