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
January 25, 2006
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Date of Report (Date of earliest event reported)
CIT GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-1861 65-1051192
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
1211 Avenue of the Americas
New York, New York 10036
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(Address of principal executive offices, including zip code)
(212) 536-1211
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On January 20, 2006, CIT Group Inc. ("CIT") entered into a Global
Selling Agency Agreement among CIT and the agents named on the signature pages
thereto (the "Agency Agreement") in connection with the offering of CIT's Series
A notes (collectively, the "notes") at one or more times up to an aggregate
initial offering price of U.S.$18,000,000,000 under its Medium-Term Note, Series
A program. Subject to the terms of the Agency Agreement, CIT has appointed the
Agents who have separately agreed to use their reasonable best efforts to
solicit offers to purchase the notes. CIT may also sell notes to any Agent, as
principal, at a discount for resale to one or more investors or other purchasers
at varying prices related to prevailing market prices at the time of resale, as
determined by that Agent or, if so agreed, on a fixed public offering price
basis. Unless otherwise specified in a pricing supplement relating to the
offering of the notes, CIT will pay each Agent a commission, in the form of a
discount which, depending on the maturity of the notes placed by such Agent,
will range from .05% to .75% of the principal amount of the notes, except that
the commission CIT may pay to the Agents with respect to notes with maturities
of greater than thirty years will be negotiated at the time it issues those
notes. CIT will not pay a commission to the Agents on the notes it sells
directly to purchasers. Payment of the purchase price of the notes will be
required to be made in immediately available funds. CIT will have the sole right
to accept offers to purchase notes and may, in its absolute discretion, reject
any proposed purchase of notes in whole or in part. Each Agent will have the
right, in its discretion reasonably exercised, to reject in whole or in part any
offer to purchase the notes.
The description of the terms of the Agency Agreement is qualified in
its entirety by reference to the Agency Agreement, a copy of which is included
under Item 9.01(c) as Exhibit 1.1 to this Current Report and is included in this
item by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed or furnished herewith:
1.1 Global Selling Agency Agreement, dated January 20, 2006, among
CIT and the agents named on the signature pages thereto.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
CIT Group Inc. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CIT GROUP INC.
Dated: January 25, 2006 By: /s/ Glenn A. Votek
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Name: Glenn A. Votek
Title: Executive Vice President and Treasurer
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EXHIBIT INDEX
Exhibit
Number Description
1.1 Global Selling Agency Agreement, dated January 20, 2006, among CIT and
the agents named on the signature pages thereto.
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