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): August 29,
2008
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 5.03 AMENDMENTS TO
ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR
Navistar
International Corporation’s (the company) By-Laws contain an advance
notification bylaw or “ANB” provision that provides a procedure for any
stockholder to propose director nominees or place items on the agenda for
consideration at the company’s annual meeting of stockholders. On August
26, 2008, the Board of Directors of the company approved certain amendments to
the company’s ANB, effective as of August 26, 2008, to strengthen the company’s
ANB by, among other things, clarifying that the ANB applies to both director
nominations as well as stockholder proposals and requiring that the notice to be
submitted by the stockholder to the company pursuant to the ANB disclose all
stock ownership and derivative positions in the company’s stock. These
changes were designed to ensure that the company and its stockholders have
adequate information to evaluate any stockholder nominee or proposal in advance
of any stockholders meeting. A redlined copy of the By-Law amendment is
attached as Exhibit 3.3 to this Current Report and is hereby incorporated
herein by reference.
Navistar
International Corporation (NYSE: NAV) is a holding company whose wholly owned
subsidiaries produce International® brand commercial and military trucks,
MaxxForce™ brand diesel engines, IC brand school and commercial buses, and
Workhorse® brand chassis for motor homes and step vans. It also is a
private-label designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets. The company also provides truck and diesel engine parts and
service. Another affiliate offers financing services. Additional information is
available at www.navistar.com.
ITEM
9.01 FINANCIAL STATEMENTS
AND EXHIBITS
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(d)
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Exhibits
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Exhibit No.
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Description
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Page
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3.3
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By-Law
Amendment
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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.
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NAVISTAR
INTERNATIONAL CORPORATION
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Registrant
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Date:
August 29, 2008
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/s/
Terry M.
Endsley
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Terry
M. Endsley
Executive
Vice President and Chief Financial
Officer
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