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) November 1, 2002 ---------------- CIT Group Inc. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-1861 65-1051192 -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1211 Avenue of the Americas New York, New York 10036 -------------------------------------------------------------------------------- (Address of registrant's principal executive offices) Registrant's telephone number, including area code (212) 536-1390 -------------- -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. ------------- On November 1, 2002, CIT Group Inc. (the "Company") entered into a Selling Agent Agreement in connection with the establishment of a program for the offering of up to $2,000,000,000 aggregate principal amount of CIT InterNotes'r' under the Company's shelf Registration Statement on Form S-3, as amended (Registration Nos. 333-92258 and 333-98743). A copy of each of the Selling Agent Agreement and the Form of Note that will evidence the notes that will be issued from time to time pursuant to the Selling Agent Agreement are included as exhibits to this Report on Form 8-K and are hereby incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 1.1 Selling Agent Agreement, dated as of November 1, 2002, among CIT Group Inc. and the Agents named therein. 4.1 Form of Note. 2 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/ Joseph M. Leone ---------------------------------- Joseph M. Leone Executive Vice President and Chief Financial Officer Dated: November 5, 2002 3 Exhibit Index ------------- 1.1 Selling Agent Agreement, dated as of November 1, 2002, among CIT Group Inc. and the Agents named therein. 4.1 Form of Note. 4 STATEMENT OF DIFFERENCES The registered trademark symbol shall be expressed as........................'r'