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): January 17, 2006
CIT GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-31369 65-1051192
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1 CIT Drive
Livingston, New Jersey 07039
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(Address of registrant's principal executive office)
Registrant's telephone number, including area code: (973) 740-5000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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))
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Item 1.01. Other Events.
On January 17, 2006, the Compensation Committee of the Board of Directors
(the "Committee") of CIT Group Inc. (the "Company") approved forms of stock
option award agreements and a form of restricted stock unit award agreement
under the Company's Long-Term Equity Compensation Plan (the "Plan"). The Plan
provides for the granting of incentive stock options, non-qualified stock
options, stock appreciation rights, restricted stock, performance shares, and
performance units to employees and directors of CIT and its subsidiaries. The
stock option award agreements are attached to this Form 8-K as Exhibits 10.1
(participants with employment agreements) and 10.2 (participants in the
Company's Executive Severance Plan) and the restricted stock unit award
agreement is attached to this Form 8-K as Exhibit 10.3. In addition to the
grants set forth below, each of these agreements may be used for future grants
of stock options or restricted stock units to the Company's directors and
executive officers.
On January 17, 2006, the Committee also approved grants of stock options,
effective at the close of trading on January 18, 2006, to the following
executive officers:
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Name Shares Underlying Options Form of Option Agreement
Granted
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Jeffrey M. Peek 84,706 Exhibit 10.1
Chairman and
Chief Executive Officer
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Thomas B. Hallman 38,824 Exhibit 10.1
Vice Chairman -
Specialty Finance
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Joseph M. Leone 36,765 Exhibit 10.1
Vice Chairman and
Chief Financial Officer
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Lawrence A. Marsiello 34,706 Exhibit 10.1
Vice Chairman and
Chief Lending Officer
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Walter J. Owens 23,530 Exhibit 10.1
Executive Vice President and
Chief Sales and Marketing Officer
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Frederick E. Wolfert 38,824 Exhibit 10.1
Vice Chairman -
Commercial Finance
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Robert J. Ingato 8,095 Exhibit 10.2
Executive Vice President, General Counsel and
Secretary
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William J. Taylor 7,353 Exhibit 10.2
Executive Vice President, Controller and
Principal Accounting Officer
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The exercise price of the options is $51.43, which was the closing price of the
Company's common stock on January 18, 2006, the effective date of the grant. All
options vest in increments of 1/3 per year for three years on the anniversary
date of the grant and expire on January 18, 2013, the seventh anniversary of the
grant. Vesting is accelerated upon a change of control of the Company.
On January 17, 2006, the Committee also awarded Mr. Peek 44,721 restricted
stock units, effective at the close of trading on January 18, 2006. Each unit
represents the right to receive one share of the Company's common stock. The
restricted stock units vest in increments of 1/3 per year for three years,
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with the first increment vesting on the 31st day following the first anniversary
of the date of grant and the second and third increments vesting on the second
and third anniversaries of the date of grant, respectively. Vesting is
accelerated upon a change of control of the Company. The restricted stock units
settle on the last business day of the month in which vesting occurs. Mr. Peek
may elect to defer delivery of the underlying shares of common stock upon
settlement as provided in the award agreement.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Form of CIT Group Inc. Long-Term Equity Compensation Plan Option
Award Agreement for participants with employment agreements.
10.2 Form of CIT Group Inc. Long-Term Equity Compensation Plan Option
Award Agreement for participants in the Executive Severance Plan.
10.3 Form of CIT Group Inc. Long-Term Equity Compensation Plan RSU Award
Agreement.
This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements contained
in this document that are not clearly historical in nature are forward-looking,
and the words "anticipate," "believe," "expect," "estimate," "plan," "target, "
and similar expressions are generally intended to identify forward-looking
statements. These forward-looking statements reflect the current views of CIT
and its management. All forward-looking statements (including statements
regarding future financial and operating results) involve risks, uncertainties,
contingencies, and changes in circumstances, many of which are beyond CIT's
control, that may cause actual results, performance, or achievements to differ
materially from anticipated results, performance, or achievements. Factors that
could affect actual results and performance include, but are not limited to,
potential changes in interest rates, competitive factors and general economic
conditions, changes in funding markets, industry cycles and trends,
uncertainties associated with risk management, risks associated with residual
value of leased equipment, regulatory factors, among others. More detailed
information about these factors are described in CIT's filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K for
the year ended December 31, 2004 and its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2005. CIT is under no obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking
statements, whether as a result of new information, future events or otherwise.
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SIGNATURES
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.
CIT GROUP INC.
(Registrant)
By: /s/ William J. Taylor
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William J. Taylor
Executive Vice President & Controller
(Chief Accounting Officer)
Dated: January 20, 2006
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