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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF
THE SECURITIES EXCHANGE ACT OF 1934
CIT GROUP INC. (DEL)*
(Exact name of registrant as specified in its charter)
DELAWARE 65-1095289
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK
(212) 536-1390 10036
(Address of principal executive offices) (Zip code)
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. /X/
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. / /
Securities Act registration statement file number to which this form
relates: 333-86910.
Securities to be registered pursuant to section 12(b) of the Act:
NAME OF EACH EXCHANGE ON WHICH EACH
TITLE OF EACH CLASS TO BE SO REGISTERED CLASS IS TO BE REGISTERED
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Common Stock, $0.01 par value per share New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act: None.
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* Prior to the closing of the offering described in the registrant's
registration statement on Form S-1 (registration no. 333-86910) and in
connection with the reorganization described therein, CIT Group Inc. (Del)
will be renamed CIT Group Inc.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a description of the common stock, $0.01 par value per share, of the
Registrant (the "Common Stock") being registered hereunder reference is hereby
made to the information under the heading "Description of Capital Stock--Common
Stock" of the Registrant's Prospectus forming a part of the Registrant's
Registration Statement on Form S-1 (No. 333-86910) filed with the Securities and
Exchange Commission on April 25, 2002, including any amendments thereto (the
"Registration Statement"). The aforementioned description in the Prospectus is
hereby incorporated by reference herein and made a part of this registration
statement.
ITEM 2. EXHIBITS
NO. EXHIBIT
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1. Restated Certificate of Incorporation of the Registrant,
incorporated herein by reference from Exhibit 3.1 to the
Registration Statement.
2. Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant, incorporated herein by
reference from Exhibit 3.2 to the Registration Statement.
3. By-Laws of the Registrant, incorporated herein by reference
from Exhibit 3.3 to the Registration Statement.
4. Form of Common Stock Certificate, incorporated herein by
reference from Exhibit 4.1 to the Registration Statement.
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
CIT GROUP INC. (DEL)
Date: June 26, 2002 By: /s/ JOSEPH M. LEONE
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Joseph M. Leone
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL
AND ACCOUNTING OFFICER)