NAVISTAR INTERNATIONAL CORP

Transcription

1 NAVISTAR INTERNATIONAL CORP FORM 8-K (Unscheduled Material Events) Filed 10/4/2005 For Period Ending 10/4/2005 Address 4201 WINFIELD ROAD WARRENVILLE, Illinois Telephone CIK Industry Auto & Truck Manufacturers Sector Consumer Cyclical Fiscal Year 10/31

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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 4, 2005 NAVISTAR INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (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 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (630) 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

3 PAGE 2 ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On September 29, 2005, Mr. William Caton accepted the company s offer of employment under which, inter alia, Mr. Caton is entitled to receive a sign-on bonus, restricted stock grant and relocation allowance. The terms and conditions of Mr. Caton s sign-on bonus, restricted stock grant and relocation allowance are set forth in his bonus letter attached as Exhibit 10.1 to this report and hereby incorporated herein by reference. ITEM 5.02(b) DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF DIRECTORS, OR APPOINTMENT OF PRINCIPAL OFFICERS On October 4, 2005, the company issued a press release, which is attached as Exhibit 99.1 to this report, where it was announced that Robert C. Lannert, the company s Vice Chairman and Chief Financial Officer, intends to resign from the position of Chief Financial Officer upon the filing of the company s 2005 Form 10-K. Mr. Lannert will remain as Vice Chairman and will advise the company on strategic programs and planning.. 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 Caton bonus letter dated September 29, 2005 E Press release dated October 4, 2005 E-3 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 4, 2005 /s/mark T. Schwetschenau Mark T. Schwetschenau Senior Vice President and Controller (Principal Accounting Officer) Exhibit 10.1 September 29, 2005

4 Mr. William Caton 1125 Terrace Court Lake Geneva, Wisconsin Dear Bill: In connection with our letter to you of even date herewith outlining our offer of employment to you for the position of Executive Vice President and Vice President, Finance (the Offer Letter ), this agreement details the provisions of your sign-on bonus, restricted stock grant and relocation bonus: Sign-on Bonus: You will be entitled to receive a sign-on bonus of $600,000 in cash which will be paid at the date of hire. If you are still employed by the Company at February 1, 2006, you will be paid an additional $600,000 in cash at that date. If you are still employed by the Company at February 1, 2007, you will be paid an additional $647,500 in cash at that date; however, this amount will be reduced by the amount of any Annual Incentive award to you for Fiscal Year 2006, up to $397,500. In light of the restricted stock grant you will receive at the date of hire (see next paragraph), you will be expected to fulfill your entire stock ownership requirement by February 1, 2007 or the Fiscal Year 2006 Annual Incentive payout date, whichever is earlier. To the extent that you have not met the entire stock ownership requirement by that date, restricted stock will be substituted for your Fiscal Year 2006 Annual Incentive award, up to $397,500 in value. Restricted Stock Grant: At the date of hire you will be granted $1,450,000 in restricted stock, valued at the average of the high and low prices of a share of Navistar common stock on the date of the grant. This restricted stock will vest over a three year period (one-third after one year, one-third after two years, and one-third after three years from the date of grant) and will be granted pursuant to the terms and conditions of Navistar s 2004 Performance Incentive Plan. Relocation Allowance: We understand and expect that you will relocate your principal residence to the Warrenville area but will retain your Lake Geneva home for weekend use. In light of this and in lieu of our normal relocation policy, we will pay you $60,000 at the time you close on the purchase of your principal residence in the Warrenville area. E-1

5 Exhibit 10.1 (continued) This letter supplements the Offer Letter and if you have any questions regarding the subject matter hereof, please call Greg Elliott, Vice President, Corporate Human Resources and Administration, at (630) Please acknowledge acceptance of our Offer Letter and this agreement by signing below, keeping a copy of the same for yourself, and returning the original to Mr. Elliott by September 30, Sincerely, /s/ Daniel C. Ustian Daniel C. Ustian Chairman, Chief Executive Officer, and President Accepted: /s/ William Caton Candidate Dated: September 29, 2005 E-2 BILL CATON JOINS NAVISTAR INTERNATIONAL CORPORATION AS EXECUTIVE VICE PRESIDENT OF FINANCE Scheduled to Become Chief Financial Officer Upon Filing of Navistar s K Exhibit 99.1 WARRENVILLE, Ill. - October 4, Navistar International Corporation (NYSE: NAV) announced today the appointment of Bill Caton as executive vice president of finance and said the company s board of directors plans to

6 elect Caton chief financial officer of Navistar upon the filing of the company s K. Caton, 54, most recently served as the vice president and chief financial officer of Dover Diversified, Inc., a subsidiary of Dover Corporation (NYSE: DOV), a diversified industrial manufacturing company. Caton started at Dover in 1989 and has held numerous CFO, president and executive vice president positions at Dover subsidiaries. He will join Navistar on October, 31, Bill Caton is the ideal choice to lead our financial strategy as we work to become a $15 billion company with strengthened profitability, said Daniel C. Ustian, chairman, president and chief executive officer. Bill has a deep background in heavy manufacturing at well-respected, diversified industrial companies and he has conducted significant work in acquisitions, including international projects. And he has considerable line management experience, having driven strong growth while effectively managing costs for greater profitability. With his outstanding counseling and management capabilities, he will enter the company as a key member of our leadership team. Caton will succeed Robert C. Lannert as chief financial officer upon filing of the company s 10-K. Lannert will continue with Navistar as vice chairman and will advise Ustian and the board of directors on strategic programs and planning. We re pleased that Bob will continue with Navistar, Ustian said. During his 42-year career, he has provided strong financial leadership. His steady guidance has enabled us to achieve our most important financial goals, including improved profitability throughout the cycle. We are grateful for Bob s continuing counsel and involvement. Caton earned his MBA from the University of Chicago and is a graduate of the University of Wisconsin, Eau Clair. Prior to his time at Dover, he held financial posts at 3M, Pillsbury and VICORP. Navistar International Corporation (NYSE: NAV) is the parent company of International Truck and Engine Corporation. The company produces International brand commercial trucks, mid-range diesel engines and IC brand school buses and is a private label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. A wholly owned subsidiary offers financing services. Additional information is available at E-3 End of Filing 2005 EDGAR Online, Inc.