-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ej3kvT2ATL2hH1aBJta9fvPz91JKiEbDzSzYbTPm0qltehlyIzH8bzvu+eAL4eGp O3CDNVU7bnD5n3nLcQv8MA== 0000808450-04-000103.txt : 20040909 0000808450-04-000103.hdr.sgml : 20040909 20040909143933 ACCESSION NUMBER: 0000808450-04-000103 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040901 FILED AS OF DATE: 20040909 DATE AS OF CHANGE: 20040909 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elliott Greg W CENTRAL INDEX KEY: 0001302423 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09618 FILM NUMBER: 041022599 BUSINESS ADDRESS: BUSINESS PHONE: 630-753-2300 MAIL ADDRESS: STREET 1: 4201 WINFIELD ROAD CITY: WARRENVILLE STATE: IL ZIP: 60555 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NAVISTAR INTERNATIONAL CORP CENTRAL INDEX KEY: 0000808450 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 363359573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: 4201 WINFIELD ROAD CITY: WARRENVILLE STATE: IL ZIP: 60555 BUSINESS PHONE: 630-753-5000 MAIL ADDRESS: STREET 1: 4201 WINFIELD ROAD STREET 2: POST OFFICE BOX 1488 CITY: WARRENVILLE STATE: IL ZIP: 60555 FORMER COMPANY: FORMER CONFORMED NAME: NAVISTAR INTERNATIONAL CORP /DE/NEW DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NAVISTAR HOLDING INC DATE OF NAME CHANGE: 19870528 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2004-09-01 0 0000808450 NAVISTAR INTERNATIONAL CORP NAV 0001302423 Elliott Greg W C/O NAVISTAR INTERNATIONAL CORPORATION 4201 WINFIELD ROAD WARRENVILLE IL 60555 0 1 0 0 VP Corporate Human Resources Common Stock 3947 D Common Stock 96 I By Navistar 401(k) Savings Plan Stock Options (Right to Buy) 26.385 2012-12-10 Common Stock 2465 D Stock Options (Right to Buy) 26.385 2012-12-11 Common Stock 6735 D Stock Options (Right to Buy) 34.5625 2003-05-03 2010-05-03 Common Stock 1800 D Stock Options (Right to Buy) 38.20 2003-12-12 2011-12-12 Common Stock 3218 D Stock Options (Right to Buy) 38.20 2011-12-11 Common Stock 3982 D Stock Options (Right to Buy) 40.4063 2002-12-15 2009-12-14 Common Stock 2900 D Stock Options (Right to Buy) 40.4063 2002-12-15 2009-12-15 Common Stock 1000 D Stock Options (Right to Buy) 42.885 2013-12-10 Common Stock 3391 D Stock Options (Right to Buy) 42.885 2013-12-09 Common Stock 3209 D Stock Options (Right to Buy) 48.1563 2002-08-31 2009-08-31 Common Stock 4000 D On 12/11/03 one option became exercisable; on 12/10/04 315 options will become exercisable; and on 12/10/05 2,149 options will become exercisable. On 12/11/03 3,066 options became exercisable; on 12/10/04 2,752 options will become exercisable; and on 12/10/05 917 options will become exercisable. On 12/12/2002 791 options became exercisable; on 12/12/03 791 options became exercisable; and on 12/11/04 2,400 options will become exercisable. These options become exercisable as follows: 2,200 on 12/09/04; and 1,191 on 12/09/05. These options become exercisable as follows: 1,009 on 12/09/05; and 2,200 on 12/09/06. Robert J. Perna, Attorney in Fact 2004-09-09 EX-24 2 attach_1.htm POWER OF ATTORNEY

POWER OF ATTORNEY



 Know all by these presents, that the undersigned hereby constitutes and appoints each of Steven K. Covey, Robert J. Perna and Curt A. Kramer, signing singly, the undersigned's true and lawful attorney-in-fact to:



 (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;



 (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Navistar International Corporation, a Delaware corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;



 (3)  do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and



 (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.



 The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



 This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st August, 2004.



       /s/ Greg W. Elliott

       Greg W. Elliott





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