form8k_061009.htm


 
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 4, 2009


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:

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))






 
 

 
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ITEM 2.01                                COMPLETION OF ACQUISITION OR DISPOSAL OF ASSETS

As previously disclosed in our Form 10-Q for the quarterly period ended April 30, 2009,  on June 4, 2009, Navistar International Corporation (“Navistar”), through its wholly owned subsidiary Workhorse International Holding Company, completed the acquisition of certain assets of Monaco Coach Corporation (“Monaco”) for cash consideration of approximately $45 million. Navistar funded the purchase price with cash on hand.  Monaco filed for Chapter 11 bankruptcy relief March 5, 2009 in the District of Delaware and the transaction was consummated following court approval. Under the terms of the asset purchase agreement, Navistar acquired five manufacturing facilities, intellectual property and trademarks and certain inventory. Daniel C. Ustian, Navistar’s Chairman, President and Chief Executive Officer was on the board of directors of Monaco and recused himself from any vote related to the transaction. Navistar and Monaco have a previous relationship through their joint venture, Custom Chassis Products LLC.

ITEM 9.01                                FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Businesses Acquired
 
The financial statements required by this item relating to the acquisition 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 acquisition.

(b) Pro Forma Financial Information
 
The pro forma financial information required by this item relating to the acquisition 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 acquisition.

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.
 
 
 

 
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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.


 
NAVISTAR INTERNATIONAL CORPORATION
 
Registrant


Date: June 10, 2009
/s/ John P. Waldron                
 
John P. Waldron
Vice President and Controller