As filed with the Securities and Exchange Commission on October 28, 2004
Registration No. 333-119172
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------
CIT GROUP INC.
(Exact name of registrant as specified in its charter)
----------
Delaware 65-1051192
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
1 CIT Drive
Livingston, New Jersey 07039
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------
Robert J. Ingato
Executive Vice President and General Counsel
1 CIT Drive
Livingston, New Jersey 07039
(973) 740-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
Copies to:
Rohan S. Weerasinghe Meredith B. Cross
Michael J. Schiavone Erika L. Robinson
Shearman & Sterling LLP Wilmer Cutler Pickering Hale and Dorr LLP
599 Lexington Avenue 2445 M Street, N.W.
New York, NY 10022 Washington, D.C. 20037
(212) 848-4000 (202) 663-6000
----------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] _____________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
********************************************************************************
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities, and it is not soliciting an offer to buy these
securities in any state where the offer and sale is not permitted.
********************************************************************************
================================================================================
SUBJECT TO COMPLETION, DATED OCTOBER 28, 2004.
PROSPECTUS
[CIT Group Inc. LOGO]
$15,000,000,000
Common Stock
Preferred Stock
Depositary Shares
Senior Debt Securities
Subordinated Debt Securities
Warrants
Stock Purchase Contracts
Stock Purchase Units
----------
The securities covered by this prospectus may be sold from time to time by
CIT Group Inc. We may offer the securities independently or together in any
combination, called "units," for sale directly to purchasers or through
underwriters, dealers or agents to be designated at a future date.
We will provide the specific terms and prices of these securities in
supplements to this prospectus. The prospectus supplements may also add to,
update or change information contained in this prospectus. This prospectus may
not be used to offer or sell any securities unless accompanied by a prospectus
supplement. You should read this prospectus and the applicable prospectus
supplement carefully before you invest in the securities.
Our common stock is listed on the New York Stock Exchange under the symbol
"CIT."
----------
We may sell securities to or through underwriters, dealers or agents. For
additional information on the method of sale, you should refer to the section
entitled "Plan of Distribution." The names of any underwriters, dealers or
agents involved in the sale of any securities and the specific manner in which
they may be offered will be set forth in the prospectus supplement covering the
sale of those securities.
----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS _____________, 2004.
TABLE OF CONTENTS
Page
----
About this Prospectus.........................................................3
Where You Can Find More Information...........................................4
Forward-Looking Statements....................................................5
Prospectus Summary............................................................6
Use of Proceeds...............................................................7
Description of Debt Securities................................................8
Description of Capital Stock.................................................18
Description of Depositary Shares.............................................19
Description of Warrants......................................................22
Description of Stock Purchase Contracts and Stock Purchase Units.............23
Plan of Distribution.........................................................24
Legal Matters................................................................25
Experts......................................................................26
2
ABOUT THIS PROSPECTUS
The information contained in this prospectus is not complete and may be
changed. You should rely only on the information provided in or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of any securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front cover of
those documents and that any information we have incorporated by reference is
accurate as of any date other than the date of the document incorporated by
reference or such other date referred to in such document, regardless of the
time of delivery of this prospectus or any sale or issuance of a security.
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC") using a "shelf" registration
process. Under this shelf registration process, we may sell or issue, in one or
more offerings up to a total amount of $15,000,000,000 of our:
o common stock;
o preferred stock;
o depositary shares;
o debt securities, in one or more series, which may be senior debt
securities or subordinated debt securities;
o warrants;
o stock purchase contracts;
o stock purchase units; and
o units consisting of any combination of these securities.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell or issue securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that specific offering of securities and the specific manner in which they may
be offered. The prospectus supplement may also add to, update or change any of
the information contained in this prospectus. The prospectus supplement may also
contain information about any material federal income tax considerations
relating to the securities described in the prospectus supplement. You should
read both this prospectus and the applicable prospectus supplement together with
the additional information described under "Where You Can Find More
Information." This prospectus may not be used to consummate a sale of securities
unless it is accompanied by a prospectus supplement.
This prospectus contains summaries of provisions of certain documents that
are described herein, but reference is made to the actual documents for complete
information. All of the summaries are qualified in their entirety by the actual
documents. Copies of some of the documents referred to herein have been filed or
will be filed or incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those
documents as described below under "Where You Can Find More Information."
The registration statement that contains this prospectus (including the
exhibits to the registration statement) contains additional information about us
and the securities offered under this prospectus. That registration statement
can be read at the SEC web site (www.sec.gov) or at the SEC offices mentioned
under the heading "Where You Can Find More Information."
3
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Such information may also be inspected
at The New York Stock Exchange, 20 Broad Street, New York, New York 10005. You
can also find information about us by visiting our website at www.cit.com. We
have included our web site address as an inactive textual reference only.
Information on our web site is not incorporated by reference into and does not
form a part of this prospectus.
The SEC allows us to incorporate by reference into this prospectus the
information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents that have been filed with
the SEC. The information incorporated by reference is considered to be part of
this prospectus, and information that we file later with the SEC will
automatically update and supersede the previously filed information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), other than any portions
of the respective filings that were furnished, under applicable SEC rules,
rather than filed, until we complete our offerings of the securities registered
under this registration statement:
o our Annual Report on Form 10-K for the year ended December 31, 2003;
o our Definitive Proxy Statement filed with the SEC on April 5, 2004;
o our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2004;
o our Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2004;
o our Current Reports on Form 8-K filed with the SEC on January 22,
2004, April 22, 2004, July 22, 2004, August 17, 2004, September 9,
2004, September 14, 2004, September 21, 2004 and October 21, 2004;
and
o the description of our common stock contained in Form 8-A filed on
June 26, 2002, and any amendment or report filed under the Exchange
Act for the purpose of updating such description.
You may request a copy of these filings at no cost by writing or
telephoning us at the following address or phone number:
Glenn Votek
Executive Vice President and Treasurer
CIT Group Inc.
1 CIT Drive
Livingston, New Jersey 07039
(973) 740-5000
4
FORWARD-LOOKING STATEMENTS
This prospectus, prospectus supplements to this prospectus, the documents
incorporated by reference in this prospectus and other written reports and oral
statements made from time to time by the company may contain "forward-looking
statements" within the meaning of the Securities Litigation Reform Act of 1995.
Forward-looking statements relate to expectations or forecasts of future events.
They use words such as "anticipate," "believe," "could," "estimate," "expect,"
"forecast," "project," "intend," "plan," "potential," "will," and other words
and terms of similar meaning in connection with a discussion of potential future
events, circumstances or future operating or financial performance. You can also
identify forward-looking statements by the fact that they do not relate strictly
to historical or current facts. Any forward-looking statements contained in this
prospectus, prospectus supplements to this prospectus and the documents
incorporated by reference in this prospectus are subject to unknown risks,
uncertainties and contingencies. Forward-looking statements are included, for
example, in the discussions about:
o our liquidity risk management;
o our credit risk management;
o our funding, borrowing costs and net finance margin;
o our capital, leverage and credit ratings;
o our operational and legal risks;
o our commitments to extend credit or purchase equipment; and
o how we may be affected by legal proceedings.
All forward-looking statements involve risks and uncertainties, many of
which are beyond our control, which may cause actual results, performance or
achievements to differ materially from anticipated results, performance or
achievements. Also, forward-looking statements are based upon management's
estimates of fair values and of future costs, using currently available
information. Therefore, actual results may differ materially from those
expressed or implied in those statements. Factors that could cause such
differences include, but are not limited to:
o risks of economic slowdown, downturn or recession;
o industry cycles and trends;
o risks inherent in changes in market interest rates and quality
spreads;
o funding opportunities and borrowing costs;
o changes in funding markets, including commercial paper, term debt and
the asset-backed securitization markets;
o uncertainties associated with risk management, including credit
prepayment, asset/liability, interest rate and currency risks;
o adequacy of reserves for credit losses;
o risks associated with the value and recoverability of leased equipment
and lease residual values;
o changes in laws or regulations governing our business and operations;
o changes in competitive factors; and
o future acquisitions and dispositions of businesses or asset
portfolios.
Any or all of our forward-looking statements here or in other publications
may turn out to be wrong, and there are no guarantees about the performance of
the company. The company does not assume the obligation to update any
forward-looking statement for any reason.
5
--------------------------------------------------------------------------------
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information included elsewhere or incorporated by reference in this prospectus.
Because this is a summary, it may not contain all the information that is
important to you. You should read the entire prospectus and the applicable
prospectus supplement, including the information incorporated by reference,
before making an investment decision. As used in this prospectus, the terms "CIT
Group Inc.," "CIT Group," "we," "us," "our" and "the company" refer to CIT Group
Inc., unless the context clearly indicates otherwise.
CIT Group Inc.
CIT Group Inc., a Delaware corporation, is a leading global commercial and
consumer finance company. Founded in 1908, we provide financing and leasing
capital for companies in a wide variety of industries, including many of today's
leading industries and emerging businesses. We offer factoring and vendor,
equipment, commercial, consumer and structured financing products.
We have broad access to customers and markets through our "franchise"
businesses. Each business focuses on specific industries, asset types and
markets, with portfolios diversified by client, industry and geography. Managed
assets were $49.9 billion, owned financing and leasing assets were $41.5 billion
and stockholders' equity was $5.7 billion at June 30, 2004.
We provide a wide range of financing and leasing products to small, midsize
and larger companies across a wide variety of industries, including
manufacturing, retailing, transportation, aerospace, construction, technology,
communication, and various service-related industries. Our secured lending,
leasing and factoring products include direct loans and leases, operating
leases, leveraged and single investor leases, secured revolving lines of credit
and term loans, credit protection, accounts receivable collection, import and
export financing, debtor-in-possession and turnaround financing, and acquisition
and expansion financing. Consumer lending, conducted in our Specialty Finance
segment, consists primarily of home equity lending to consumers originated
largely through a network of brokers and correspondents.
Transactions are generated through direct calling efforts with borrowers,
lessees, equipment end-users, vendors, manufacturers and distributors and
through referral sources and other intermediaries. In addition, our strategic
business units work together in referring transactions to other CIT units to
best meet our customers' overall financing needs. We also buy and sell
participations in and syndications of finance receivables and/or lines of
credit. From time to time, in the normal course of business, we purchase finance
receivables on a wholesale basis to supplement our origination volume and sell
certain finance receivables and equipment under operating leases to reduce
concentrations, for other balance sheet management purposes, or to improve
profitability.
----------
Our principal executive offices are located at 1 CIT Drive, Livingston, New
Jersey 07039. Our telephone number is (973) 740-5000.
--------------------------------------------------------------------------------
6
USE OF PROCEEDS
Unless the applicable prospectus supplement indicates otherwise, we
currently intend to use the net proceeds from any sale of the offered securities
to provide additional working funds for us and our subsidiaries. Generally, we
use the proceeds from sales of our securities primarily to originate and
purchase receivables in the ordinary course of our business. We have not yet
determined the amounts that we may use in connection with our business or that
we may furnish to our subsidiaries. From time to time, we may also use the
proceeds to finance the bulk purchase of receivables and/or the acquisition of
other finance-related businesses.
7
DESCRIPTION OF DEBT SECURITIES
This section contains a description of the general terms and provisions of
the debt securities that may be offered by this prospectus and to which any
prospectus supplement may relate. The particular terms of the debt securities
offered will be described in the applicable prospectus supplement. The
prospectus supplement relating to a series of debt securities being offered
pursuant to this prospectus will be attached to this prospectus.
We may issue senior debt securities and subordinated debt securities. The
senior debt securities are to be issued under an indenture (the "senior
indenture") to be entered into between us and J.P. Morgan Trust Company,
National Association, as trustee, the form of which is filed as an exhibit to
the registration statement of which this prospectus forms a part. The
subordinated debt securities are to be issued under an indenture (the
"subordinated indenture") to be entered into between us and J.P. Morgan Trust
Company, National Association, as trustee, the form of which is filed as an
exhibit to the registration statement of which this prospectus forms a part. The
senior indenture and the subordinated indenture are sometimes referred to in
this prospectus collectively as the "indentures" and each individually as an
"indenture." The indentures may be supplemented from time to time.
This prospectus briefly outlines some of the indenture provisions. The
following summary of the material provisions of the indentures is qualified in
its entirety by the provisions of the indentures, including definitions of
certain terms used in the indentures. Wherever we refer to particular sections
or defined terms of the indentures, those sections or defined terms are
incorporated in this prospectus and the applicable prospectus supplement by
reference. You should review the indentures that are filed as exhibits to the
registration statement for additional information.
In addition, the material specific financial, legal and other terms as well
as federal income tax consequences particular to securities of each series will
be described in the prospectus supplement relating to the securities of that
series. The prospectus supplement may or may not modify the general terms found
in this prospectus and will be filed with the SEC. For a complete description of
the terms of a particular series of debt securities, you should read both this
prospectus and the prospectus supplement relating to that particular series.
General
The indenture provisions do not limit the amount of debt that we may issue
under the indentures or otherwise, and we may issue the securities in one or
more series with the same or various maturities, at par or a premium, or with
original issue discount.
Unless otherwise specified in the prospectus supplement, the debt
securities covered by this prospectus will be our direct unsecured obligations.
Senior debt securities will rank equally with our other unsecured and
unsubordinated indebtedness. Subordinated debt securities will be unsecured and
subordinated in right of payment to the prior payment in full of all of our
unsecured and senior indebtedness. See "--Subordination" below. Any of our
secured indebtedness will rank ahead of the debt securities to the extent of the
assets securing such indebtedness.
We conduct operations primarily through our subsidiaries and substantially
all of our consolidated assets are held by our subsidiaries. Accordingly, our
cash flow and our ability to meet our obligations under the debt securities will
be largely dependent on the earnings of our subsidiaries and the distribution or
other payment of these earnings to us in the form of dividends, loans or
advances and repayment of loans and advances from us. Our subsidiaries are
separate and distinct legal entities and have no obligation to pay the amounts
that will be due on our debt securities or to make any funds available for
payment of amounts that will be due on our debt securities. Because we are a
holding company, our obligations under our debt securities will be effectively
subordinated to all existing and future liabilities of our subsidiaries.
Therefore, our rights, and the rights of our creditors, including the rights of
the holders of the debt securities to participate in any distribution of assets
of any of our subsidiaries, if such subsidiary were to be liquidated or
reorganized, are subject to the prior claims of the subsidiary's creditors. To
the extent that we may be a creditor with recognized claims against our
subsidiaries, our claims will still be effectively subordinated to any security
interest in, or mortgages or other liens on, the assets of the subsidiary that
are senior to us.
8
The prospectus supplement relating to any series of debt securities being
offered will include specific terms relating to the offering. These terms will
include, among other terms, some or all of the following, as applicable:
o the title and series of such debt securities, which may include
medium-term notes;
o the total principal amount of the series of debt securities and
whether there shall be any limit upon the aggregate principal amount
of such debt securities;
o the date or dates, or the method or methods, if any, by which such
date or dates will be determined, on which the principal of the debt
securities will be payable;
o the rate or rates at which such debt securities will bear interest, if
any, which rate may be zero in the case of certain debt securities
issued at an issue price representing a discount from the principal
amount payable at maturity, or the method by which such rate or rates
will be determined (including, if applicable, any remarketing option
or similar method), and the date or dates from which such interest, if
any, will accrue or the method by which such date or dates will be
determined;
o the date or dates on which interest, if any, on such debt securities
will be payable and any regular record dates applicable to the date or
dates on which interest will be so payable;
o the place or places where the principal of or any premium or interest
on such debt securities will be payable, where any of such debt
securities that are issued in registered form may be surrendered for
registration of or transfer or exchange, and where any such debt
securities may be surrendered for conversion or exchange;
o if such debt securities are to be redeemable at our option, the date
or dates on which, the period or periods within which, the price or
prices at which and the other terms and conditions upon which such
debt securities may be redeemed, in whole or in part, at our option;
o provisions specifying whether we will be obligated to redeem or
purchase any of such debt securities pursuant to any sinking fund or
analogous provision or at the option of any holder of such debt
securities and, if so, the date or dates on which, the period or
periods within which, the price or prices at which and the other terms
and conditions upon which such debt securities will be redeemed or
purchased, in whole or in part, pursuant to such obligation, and any
provisions for the remarketing of such debt securities so redeemed or
purchased;
o if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which any debt securities to be issued
in registered form will be issuable and, if other than a denomination
of $5,000, the denominations in which any debt securities to be issued
in bearer form will be issuable;
o provisions specifying whether the debt securities will be convertible
into other securities of CIT and/or exchangeable for securities of CIT
or other issuers and, if so, the terms and conditions upon which such
debt securities will be so convertible or exchangeable;
o if other than the principal amount, the portion of the principal
amount (or the method by which such portion will be determined) of
such debt securities that will be payable upon declaration of
acceleration of the maturity thereof;
o if other than U.S. dollars, the currency of payment, including
composite currencies, of the principal of, and any premium or interest
on any of such debt securities;
o provisions specifying whether the principal of, and any premium or
interest on such debt securities will be payable, at the election of
CIT or a holder of debt securities, in a currency other than that in
which such debt securities are stated to be payable and the date or
dates on which, the period or periods within which, and the other
terms and conditions upon which, such election may be made;
o any index, formula or other method used to determine the amount of
payments of principal of, any premium or interest on such debt
securities;
o provisions specifying whether such debt securities are to be issued in
the form of one or more global securities and, if so, the identity of
the depositary for such global security or securities;
9
o provisions specifying whether such debt securities are senior debt
securities or subordinated debt securities and, if subordinated debt
securities, the specific subordination provisions applicable thereto;
o in the case of subordinated debt securities, provisions specifying the
relative degree, if any, to which such subordinated debt securities of
the series will be senior to or be subordinated in right of payment to
other series of subordinated debt securities or other indebtedness of
CIT, as the case may be, whether such other series of subordinated
debt securities or other indebtedness is outstanding or not;
o any deletions from, modifications of or additions to the events of
default or covenants of CIT with respect to such debt securities;
o terms specifying whether the provisions described below under
"--Discharge; Defeasance and Covenant Defeasance" will be applicable
to such debt securities;
o terms specifying whether any of such debt securities are to be issued
upon the exercise of warrants, and the time, manner and place for such
debt securities to be authenticated and delivered; and
o any other terms of such debt securities and any other deletions from
or modifications or additions to the applicable indenture in respect
of such debt securities.
We will have the ability under the indentures to "reopen" a previously
issued series of debt securities and issue additional debt securities of that
series or establish additional terms of that series. We also are permitted to
issue debt securities with the same terms as previously issued debt securities.
We may in the future issue debt securities other than the debt securities
described in this prospectus. There is no requirement that any other debt
securities that we issue be issued under the indentures described in this
prospectus. Thus, any other debt securities that we may issue may be issued
under other indentures or documentation containing provisions different from
those included in the indentures or applicable to one or more issues of the debt
securities described in this prospectus.
Negative Pledge
The indentures do not limit the amount of other securities that we or our
subsidiaries may issue. However, an indenture provision, which we refer to in
this prospectus as the "Negative Pledge," provides that we will not pledge or
otherwise subject any of our property or assets to any lien to secure
indebtedness for money borrowed that is incurred, issued, assumed or guaranteed
by us, subject to certain exceptions.
The terms of the Negative Pledge do nevertheless permit us to create:
o liens in favor of any of our subsidiaries;
o purchase money liens;
o liens existing at the time of any acquisition that we may make;
o liens in favor of the United States, any state or governmental agency
or department to secure obligations under contracts or statutes;
o liens securing the performance of letters of credit, bids, tenders,
sales contracts, purchase agreements, repurchase agreements, reverse
repurchase agreements, bankers' acceptances, leases, surety and
performance bonds and other similar obligations incurred in the
ordinary course of business;
o liens upon any real property acquired or constructed by us primarily
for use in the conduct of our business;
o arrangements providing for our leasing of assets, which we have sold
or transferred with the intention that we will lease back these
assets, if the lease obligations would not be included as liabilities
on our consolidated balance sheet;
10
o liens to secure non-recourse debt in connection with our leveraged or
single-investor or other lease transactions;
o consensual liens created in our ordinary course of business that
secure indebtedness that would not be included in total liabilities as
shown on our consolidated balance sheet;
o liens created by us in connection with any transaction that we intend
to be a sale of our property or assets;
o liens on property or assets financed through tax-exempt municipal
obligations;
o liens arising out of any extension, renewal or replacement, in whole
or in part, of any financing permitted under the Negative Pledge, so
long as the lien extends only to the property or assets, with
improvements, that originally secured the lien; and
o liens that secure certain other indebtedness which, in an aggregate
principal amount then outstanding, does not exceed 10% of our
consolidated net worth.
In addition, under the indenture pursuant to which any of our senior
subordinated debt is issued, we have agreed not to permit:
o the aggregate amount of senior subordinated indebtedness outstanding
at any time to exceed 100% of the aggregate amount of the par value of
our capital stock plus our consolidated surplus (including retained
earnings); or
o the aggregate amount of senior subordinated indebtedness and junior
subordinated indebtedness outstanding at any time to exceed 150% of
the aggregate amount of the par value of the capital stock plus our
consolidated surplus (including retained earnings).
Under the more restrictive of these tests, as of June 30, 2004, we could
issue up to approximately $5.7 billion of additional senior subordinated
indebtedness.
Consolidation, Merger or Sale
Subject to the provisions of the Negative Pledge described above, we will
not be prevented from consolidating or merging with any other person or selling
our assets as, or substantially as, an entirety. However, we have agreed not to
consolidate with or merge into any other person or convey or transfer or lease
substantially all of our properties and assets to any person, unless, among
other things:
o the successor entity (if other than the company) expressly assumes by
a supplemental indenture the due and punctual payment of the principal
of, and any premium and any interest on, all the debt securities then
outstanding and the performance and observance of every covenant in
the indenture that we would otherwise have to perform as if it were an
original party to the indenture; and
o the person to which our properties and assets are sold expressly
assumes, as a part of the purchase price, by a supplemental indenture
the due and punctual payment of the principal of, and any premium and
any interest on, all the debt securities then outstanding and the
performance and observance of every covenant in the indenture that we
would otherwise have to perform as if it were an original party to the
indenture.
The successor entity or purchaser of our properties and assets, as
applicable, will assume all our obligations under the indentures as if it were
an original party to such indentures. After assuming the obligations, the
successor entity will have all our rights and powers under such indentures.
11
Events of Default
An "event of default" means any one of the following events that occurs
with respect to a series of debt securities issued under the indenture:
o we fail to pay interest on any debt security of such series for 30
days after payment was due;
o we fail to make the principal or any premium payment on any debt
security of such series when due;
o we fail to make any sinking fund payment or analogous obligation when
due in respect of any debt securities of such series;
o we fail to perform any other covenant in the indenture and this
failure continues for 30 days after we receive written notice of it
(other than any failure to perform in respect of a covenant included
in the indenture solely for the benefit of another series of debt
securities);
o any event of default shall have occurred in respect of our
indebtedness (including guaranteed indebtedness but excluding any
subordinated indebtedness), and, as a result, an aggregate principal
amount exceeding $25.0 million of such indebtedness is accelerated
prior to its scheduled maturity and such acceleration is not
rescinded or annulled within 30 days after we receive written
notice; or
o we or a court take certain actions relating to the bankruptcy,
insolvency or reorganization of our company.
A supplemental indenture or the form of security for a particular series of
debt securities may include additional events of default or changes to the
events of default described above. The events of default applicable to a
particular series of debt securities will be discussed in the prospectus
supplement relating to such series. Other than as specified above, a default
under our other indebtedness will not be a default under the indenture for the
debt securities covered by this prospectus, and a default under one series of
debt securities will not necessarily be a default under another series.
If an event of default with respect to outstanding debt securities of any
series occurs and is continuing, then the trustee or the holders of at least 25%
in principal amount of outstanding debt securities of that series may declare,
in a written notice, the principal amount (or specified amount) on all debt
securities of that series to be immediately due and payable. In the case of
certain events of bankruptcy or insolvency of CIT, all unpaid principal amount
(or specified amount) of and all accrued and unpaid interest on the outstanding
debt securities of such series shall automatically become immediately due
and payable.
The trustee may withhold notice to the holders of our debt securities of
any default (except for defaults that involve our failure to pay principal of,
premium, if any or interest, if any, or any sinking fund payment, if applicable,
on any series of debt securities) if the trustee considers that withholding
notice is in the interests of the holders of that series of debt securities.
At any time after a declaration of acceleration with respect to debt
securities of any series has been made, the holders of a majority in principal
amount (or specified amount) of the outstanding debt securities of that series,
by written notice to us and the trustee, may rescind and annul such declaration
and its consequences if:
o we have paid or deposited with the trustee a sum sufficient to pay
overdue interest and overdue principal other than the accelerated
interest and principal; and
o we have cured or the holders have waived all events of default, other
than the non-payment of accelerated principal and interest with
respect to debt securities of that series, as provided in the
indenture.
We refer you to the prospectus supplement relating to any series of debt
securities that are discount securities for the particular provisions relating
to acceleration of a portion of the principal amount of the discount securities
upon the occurrence of an event of default.
12
If a default in the performance or breach, of an indenture shall have
occurred and be continuing, the holders of not less than a majority in principal
amount of the outstanding securities of all series, by notice to the trustee,
may waive any past event of default or its consequences under the applicable
indenture. However, an event of default cannot be waived with respect to any
series of securities in the following two circumstances:
o a failure to pay the principal of, and premium, if any, or interest
on, any security; or
o a covenant or provision that cannot be modified or amended without the
consent of each holder of outstanding securities of that series.
Other than its duties in case of a default, the trustee is not obligated to
exercise any of its rights or powers under an indenture at the request, order or
direction of any holders, unless the holders offer the trustee reasonable
indemnity. If they provide this reasonable indemnity, the holders of a majority
in principal amount outstanding of any series of debt securities may, subject to
certain limitations, direct the time, method and place of conducting any
proceeding or any remedy available to the trustee, or exercising any power
conferred upon the trustee, for any series of debt securities.
We are required to deliver to the trustee an annual statement as to our
fulfillment of all of our obligations under each existing indenture.
Modification of Indenture
The indenture provisions permit us and the trustee to amend, modify or
supplement an indenture and any supplemental indenture under which a series of
debt securities is issued. Generally, these changes require the consent of the
holders of at least 66 2/3% of the outstanding principal amount of each series
of debt securities affected by the change.
However, no modification of the maturity date or principal or interest
payment terms, no modification of the currency for payment, no impairment of the
right to sue for the enforcement of payment at the maturity of the debt
security, no modification of any conversion rights and no modification reducing
the percentage required for modifications or modifying the foregoing
requirements or reducing the percentage required to waive certain specified
covenants is effective against any holder without its consent. In addition, no
supplemental indenture shall adversely affect the rights of any holder of senior
indebtedness with respect to subordination without the consent of such holder.
In computing whether the holders of the requisite principal amount of
outstanding debt securities have taken action under an indenture or supplemental
indenture:
o for an original issue discount security, we will use the amount of the
principal that would be due and payable as of that date, as if the
maturity of the debt had been accelerated due to a default; and
o for a debt security denominated in a foreign currency or currencies,
we will use the U.S. dollar equivalent of the outstanding principal
amount as of that date, using the exchange rate in effect on the date
of original issuance of the debt security.
Subordination
The extent to which a particular series of subordinated debt securities may
be subordinated to our unsecured and unsubordinated indebtedness will be set
forth in the prospectus supplement for any such series and any indenture may be
modified by a supplemental indenture to reflect such subordination provisions.
Payment and Transfer
Unless otherwise specified in the related prospectus supplement, we will
pay principal, interest and any premium on fully registered securities at the
place or places designated by us for such purposes. We will make
13
payment to the persons in whose names the debt securities are registered on the
close of business on the day or days specified by us. Any other payments will be
made as set forth in the applicable prospectus supplement.
All paying agents initially designated by us with respect to payments on
the debt securities will be named in the related prospectus supplement. We may
at any time designate additional paying agents or rescind the designation of any
paying agent or approve a change in the office through which any paying agent
acts, except that we will be required to maintain a paying agent in each place
where the principal of and any premium or interest on any debt securities are
payable.
Unless otherwise provided in the related prospectus supplement, holders may
transfer or exchange debt securities at the corporate trust office of the
trustee or at any other office or agency maintained by us for such purposes. We
will not charge a service fee for any transfer or exchange of certificated
securities, but we may require payment of a sum sufficient to cover any stamp
tax or other governmental charge and any other reasonable expenses (including
fees and expenses of the trustee) that we are required to pay in connection
with a transfer or exchange.
You may effect the transfer of certificated securities and the right to
receive the principal, premium and interest on certificated securities only by
surrendering the certificate representing those certificated securities and
either reissuance by us or the trustee of the certificate to the new holder or
the issuance by us or the trustee of a new certificate to the new holder.
We are not required to:
o register the transfer of or exchange securities of any series during a
period beginning at the opening of business 15 days before the day we
transmit a notice of redemption of securities of the series selected
for redemption and ending at the close of business on the day of the
transmission; or
o register the transfer of or exchange any security so selected for
redemption in whole or in part, except the unredeemed portion of any
security being redeemed in part.
All transfer agents initially designated by us will be named in the related
prospectus supplement. We may at any time rescind the designation of any
transfer agent or approve a change in the office through which any transfer
agent acts, except that we will be required to maintain a transfer agent in each
place where the principal of and any premium or interest on any debt securities
are payable.
We have initially appointed the trustee as security registrar, transfer
agent and paying agent for the debt securities.
Global Securities
We may issue the global securities in either registered or bearer form, in
either temporary or permanent form. Where any debt securities of any series are
issued in bearer form, the restrictions and considerations applicable to such
debt securities and with respect to the payment, transfer and exchange of such
debt securities will be described in the related prospectus supplement. Debt
securities that are represented in whole or in part by one or more global
securities will be registered in the name of a depositary or its nominee
identified in the applicable prospectus supplement, and such global securities
will be deposited with, or on behalf of, the depositary. The applicable
prospectus supplement will describe the specific terms of the depositary
arrangement with respect to the applicable securities of that series. We
anticipate that the following provisions will apply to all depositary
arrangements.
Once a global security is issued, the depositary will credit on its
book-entry system the respective principal amounts of the individual securities
represented by that global security to the accounts of institutions that have
accounts with the depositary. These institutions are known as participants. The
underwriters for the securities will designate the accounts to be credited.
However, if we have offered or sold the securities either directly or through
agents, we or the agents will designate the appropriate accounts to be credited.
14
Ownership of beneficial interest in a global security will be limited to
participants or persons that may hold beneficial interests through participants.
Ownership of beneficial interest in a global security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the depositary's participants or persons that hold through participants. The
laws of some states require that certain purchasers of securities take physical
delivery of securities. Such limits and such laws may limit the market for
beneficial interests in a global security.
So long as the depositary for a global security, or its nominee, is the
registered owner of a global security, the depositary or nominee will be
considered the sole owner or holder of the securities represented by the global
security for all purposes under the indenture. Except as provided in the
applicable prospectus supplement, owners of beneficial interests in a global
security:
o will not be entitled to have securities represented by global
securities registered in their names;
o will not receive or be entitled to receive physical delivery of
securities in definitive form; and
o will not be considered owners or holders of these securities under the
indenture.
Payments of principal, any premium and interest on the individual
securities registered in the name of the depositary or its nominee will be made
to the depositary or its nominee as the holder of that global security. Neither
we nor the trustee will have any responsibility or liability for any aspect of
the records relating to, or payments made on account of, beneficial ownership
interests of a global security, or for maintaining, supervising or reviewing any
records relating to beneficial ownership interests, and each of us and the
trustee may act or refrain from acting without liability on any information
provided by the depositary.
We expect that the depositary, after receiving any payment of principal,
any premium or interest in respect of a global security, will immediately credit
the accounts of the participants with payment in amounts proportionate to their
respective holdings in principal amount of beneficial interest in a global
security as shown on the records of the depositary. We also expect that payments
by participants to owners of beneficial interests in a global security will be
governed by standing customer instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such
participants.
Debt securities represented by a global security will be exchangeable for
debt securities in definitive form of like tenor in authorized denominations
only if the depositary notifies us that it is unwilling or unable to continue as
the depositary and a successor depositary is not appointed by us within 90 days
or we, in our discretion, determine not to require all of the debt securities of
a series to be represented by a global security and notify the trustee of our
decision.
Discharge; Defeasance and Covenant Defeasance
We may discharge certain obligations to the holders of any debt securities
of any series that have not already been delivered to the trustee for
cancellation and that either have become due and payable or will become due and
payable within one year (or scheduled for redemption within one year) if we
deposit with the trustee, in trust, funds in the currency in which such debt
securities are payable in an amount sufficient to pay the entire indebtedness on
such debt securities with respect to principal and any premium and interest to
the date of such deposit (if such debt securities have then become due and
payable) or to the maturity date of such debt securities, as the case may be.
We also may, at our option, elect to:
o discharge any and all of our obligations with respect to the debt
securities of such series, except for, among other things, our
obligation to register the transfer of or exchange such debt
securities and to maintain an office or agency with respect to such
debt securities (which we refer to in this prospectus as
"defeasance"); or
15
o release ourselves from our obligation to comply with certain
restrictive covenants under the indenture, and to provide that any
failure to comply with such obligations shall not constitute a default
or an event of default with respect to such series of debt securities
(which we refer to in this prospectus as "covenant defeasance").
Defeasance or covenant defeasance, as the case may be, shall be conditioned
upon the irrevocable deposit by us with the trustee, in trust, of an amount in
U.S. dollars or in the foreign currency in which such debt securities are
payable at stated maturity, or government obligations, or both, applicable to
such debt securities which, through the scheduled payment of principal and
interest in accordance with their terms, will provide money in an amount
sufficient to pay the principal of and any premium and interest on such debt
securities on the scheduled due dates.
Such trust may only be established if, among other things:
o the applicable defeasance or covenant defeasance does not result in a
breach or violation of, or constitute a default under, the applicable
indenture or any other material agreement or instrument to which we
are a party or by which we are bound;
o no event of default or event which with notice or lapse of time or
both would become and an event of default with respect to the debt
securities to be defeased shall have occurred and be continuing on the
date of establishment of such trust; and
o we shall have delivered to the trustee an opinion of counsel to the
effect that the deposit and related defeasance or covenant defeasance,
as the case may be, would not cause the holders of the securities to
recognize income, gain or loss for U.S. federal income tax purposes.
In the case of a defeasance, we must also deliver any ruling to such effect
received from or published by the United States Internal Revenue Service.
Concerning the Trustee
J.P. Morgan Trust Company, National Association, a national banking
association, will act as trustee under our senior indenture and our subordinated
indenture, as permitted by the terms thereof. At all times, the trustee must be
organized and doing business under the laws of the United States, any state
thereof or the District of Columbia, and must comply with all applicable
requirements under the Trust Indenture Act.
The trustee may resign at any time by giving us written notice or may be
removed:
o by act of the holders of a majority in principal amount of a series of
outstanding debt securities; or
o if it (i) fails to comply with the obligations imposed upon it under
the Trust Indenture Act; (ii) is not organized and doing business
under the laws of the United States, any state thereof or the District
of Columbia; (iii) becomes incapable of acting as trustee; or (iv) or
a court takes certain actions relating to bankruptcy, insolvency or
reorganization.
If the trustee resigns, is removed or becomes incapable of acting, or if a
vacancy occurs in the office of the trustee for any cause, we, by or pursuant to
a board resolution, will promptly appoint a successor trustee or trustees with
respect to the debt securities of such series. We will give written notice to
holders of the relevant series of debt securities, of each resignation and each
removal of the trustee with respect to the debt securities of such series and
each appointment of a successor trustee. Upon the appointment of any successor
trustee, we, the retiring trustee and such successor trustee, will execute and
deliver a supplemental indenture in which each successor Trustee will accept
such appointment and which will contain such provisions as necessary or
desirable to transfer to such successor trustee all the rights, powers, trusts
and duties of the retiring trustee with respect to the relevant series of debt
securities.
The trustee may be contacted at the following address: J.P. Morgan Trust
Company, National Association, 611 Woodward Ave. 11th Floor Detroit, Michigan
48226. The form of senior indenture and the form of
16
subordinated indenture are filed as exhibits to this registration statement.
Holders of any series of debt securities may obtain an indenture or any other
documents relating to a series of debt securities by contacting us or the
trustee or by accessing the SEC's web site. See "Where You Can Find More
Information".
J.P. Morgan Trust Company, National Association and certain of its
affiliates have in the past and may in the future provide banking, investment
and other services to us. A trustee under a senior indenture or a senior
subordinated indenture may act as trustee under any of our other indentures.
New York Law to Govern
The indentures will be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in that state.
17
DESCRIPTION OF CAPITAL STOCK
This section contains a description of our capital stock. The following
summary of the terms of our capital stock is not meant to be complete and is
qualified by reference to our certificate of incorporation, as amended, and our
by-laws, as amended, which are incorporated by reference as exhibits into the
registration statement of which this prospectus is a part.
As of June 30, 2004, our authorized capital stock consisted of: (1)
600,000,000 shares of common stock, par value $0.01 per share, of which
212,092,592 were issued and 211,195,862 were outstanding, 896,730 were issued
and held in treasury; and (2) 100,000,000 shares of preferred stock, par value
$0.01 per share, none of which have been issued.
Common Stock
Each share of our common stock entitles the holder thereof to one vote on
all matters, including the election of directors, and, except as otherwise
required by law or provided in any resolution adopted by our board of directors
with respect to any series of preferred stock, the holders of the shares of
common stock will possess all voting power. Our certificate of incorporation
does not provide for cumulative voting in the election of directors. Generally,
all matters to be voted on by the stockholders must be approved by a majority,
or, in the case of the election of directors, by a plurality, of the votes cast,
subject to state law and any voting rights granted to any of the holders of
preferred stock. Notwithstanding the foregoing, approval of the following three
matters requires the vote of holders of 66 2/3% of our outstanding capital stock
entitled to vote in the election of directors: (1) amending, repealing or
adopting of by-laws by the stockholders; (2) removing directors (which is
permitted for cause only); and (3) amending, repealing or adopting any provision
that is inconsistent with certain provisions of our certificate of
incorporation. The holders of common stock do not have any preemptive rights.
There are no subscription, redemption, conversion or sinking fund provisions
with respect to the common stock.
Subject to any preferential rights of any outstanding series of preferred
stock that our board of directors may create, from time to time, the holders of
common stock will be entitled to dividends as may be declared from time to time
by the board of directors from funds available therefor. Upon liquidation of
CIT, subject to the rights of holders of any preferred stock outstanding, the
holders of common stock will be entitled to receive our assets remaining after
payment of liabilities proportionate to their pro rata ownership of the
outstanding shares of common stock.
Preferred Stock
Our board of directors has the authority, without further action of our
stockholders, to issue up to 100,000,000 shares of preferred stock, par value
$0.01 per share, in one or more series and to fix the powers, preferences,
rights and qualifications, limitations or restrictions thereof, including
dividend rights, conversion rights, voting rights, terms of redemption,
liquidation preferences and the number of shares constituting any series or the
designations of the series. The issuance of preferred stock could adversely
affect the holders of common stock. The potential issuance of preferred stock
may have the effect of discouraging, delaying or preventing a change of control
of CIT, may discourage bids for the common stock at a premium over market price
of the common stock and may adversely affect the market price of the common
stock. As of the date of this prospectus, we do not have any shares of preferred
stock outstanding, and we have no current plans to issue any shares of preferred
stock.
18
DESCRIPTION OF DEPOSITARY SHARES
General
We may elect to offer fractional shares of preferred stock rather than full
shares of preferred stock. In that event, we will issue receipts for depositary
shares, and each of these depositary shares will represent a fraction (to be set
forth in the applicable prospectus supplement) of a share of a particular series
of preferred stock.
The shares of any series of preferred stock underlying the depositary
shares will be deposited under a deposit agreement between us and a bank or
trust company selected by us. The depositary will have its principal office in
the United States and a combined capital and surplus of at least $50,000,000.
Subject to the terms of the deposit agreement, each owner of a depositary
share will be entitled, in proportion to the applicable fraction of a share of
preferred stock underlying the depositary share, to all the rights and
preferences of the preferred stock underlying that depositary share. Those
rights may include dividend, voting, redemption, conversion and liquidation
rights.
The depositary shares will be evidenced by depositary receipts issued under
a deposit agreement. Depositary receipts will be distributed to those persons
purchasing the fractional shares of preferred stock underlying the depositary
shares, in accordance with the terms of the offering. The following description
of the material terms of the deposit agreement, the depositary shares and the
depositary receipts is only a summary, and you should refer to the forms of the
deposit agreement and depositary receipts that will be filed with the SEC in
connection with the offering of the specific depositary shares for more complete
information.
Pending the preparation of definitive engraved depositary receipts, the
depositary may, upon our written order, issue temporary depositary receipts
substantially identical to the definitive depositary receipts but not in
definitive form. These temporary depositary receipts entitle their holders to
all the rights of definitive depositary receipts. Temporary depositary receipts
will then be exchangeable for definitive depositary receipts at our expense.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash
distributions received with respect to the underlying stock to the record
holders of depositary shares in proportion to the number of depositary shares
owned by those holders.
If there is a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
that are entitled to receive the distribution, unless the depositary determines
that it is not feasible to make the distribution. If this occurs, the depositary
may, with our approval, sell the property and distribute the net proceeds from
the sale to the applicable holders.
Withdrawal of Underlying Preferred Stock
Unless we say otherwise in a prospectus supplement, holders may surrender
depositary receipts at the principal office of the depositary and, upon payment
of any unpaid amount due to the depositary, be entitled to receive the number of
whole shares of underlying preferred stock and all money and other property
represented by the related depositary shares. We will not issue any partial
shares of preferred stock. If the holder delivers depositary receipts evidencing
a number of depositary shares that represent more than a whole number of shares
of preferred stock, the depositary will issue a new depositary receipt
evidencing the excess number of depositary shares to that holder.
Redemption of Depositary Shares
If a series of preferred stock represented by depositary shares is subject
to redemption, the depositary shares will be redeemed from the proceeds received
by the depositary resulting from the redemption, in whole or in
19
part, of that series of underlying stock held by the depositary. The redemption
price per depositary share will be equal to the applicable fraction of the
redemption price per share payable with respect to that series of underlying
stock. Whenever we redeem shares of underlying stock that are held by the
depositary, the depositary will redeem, as of the same redemption date, the
number of depositary shares representing the shares of underlying stock so
redeemed. If fewer than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by lot or proportionately or
by other equitable method, as may be determined by the depositary.
Voting
Upon receipt of notice of any meeting at which the holders of the
underlying stock are entitled to vote, the depositary will mail the information
contained in the notice to the record holders of the depositary shares
underlying the preferred stock. Each record holder of the depositary shares on
the record date (which will be the same date as the record date for the
underlying stock) will be entitled to instruct the depositary as to the exercise
of the voting rights pertaining to the amount of the underlying stock
represented by that holder's depositary shares. The depositary will then try, as
far as practicable, to vote the number of shares of preferred stock underlying
those depositary shares in accordance with those instructions, and we will agree
to take all reasonable actions which may be deemed necessary by the depositary
to enable the depositary to do so. The depositary will not vote the underlying
shares to the extent it does not receive specific instructions with respect to
the depositary shares representing the preferred stock.
Conversion or Exchange of Preferred Stock
If the deposited preferred stock is convertible into or exchangeable for
other securities, the following will apply. The depositary shares, as such, will
not be convertible into or exchangeable for such other securities. Rather, any
holder of the depositary shares may surrender the related depositary receipts,
together with any amounts payable by the holder in connection with the
conversion or the exchange, to the depositary with written instructions to cause
conversion or exchange of the preferred stock represented by the depositary
shares into or for such other securities. If only some of the depositary shares
are to be converted or exchanged, a new depositary receipt or receipts will be
issued for any depositary shares not to be converted or exchanged.
Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment which materially and
adversely alters the rights of the holders of depositary shares will not be
effective unless the amendment has been approved by the holders of at least a
majority of the depositary shares then outstanding. The deposit agreement may be
terminated by us upon not less than 60 days' notice whereupon the depositary
shall deliver or make available to each holder of depositary shares, upon
surrender of the depositary receipts held by such holder, the number of whole or
fractional shares of preferred stock represented by such receipts. The deposit
agreement will automatically terminate if (a) all outstanding depositary shares
have been redeemed or converted into or exchanged for any other securities into
or for which the underlying preferred stock are convertible or exchangeable or
(b) there has been a final distribution of the underlying stock in connection
with our liquidation, dissolution or winding up and the underlying stock has
been distributed to the holders of depositary receipts.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will also pay
charges of the depositary in connection with its duties in accordance with the
deposit agreement. Holders of depositary receipts will pay transfer and other
taxes and governmental and other charges, including a fee for any permitted
withdrawal of shares of underlying stock upon surrender of depositary receipts,
as are expressly provided in the deposit agreement to be for their accounts.
20
Reports
The depositary will forward to holders of depositary receipts all reports
and communications from us that we deliver to the depositary and that we are
required to furnish to the holders of the underlying stock.
Limitation on Liability
Neither we nor the depositary will be liable if either of us is prevented
or delayed by law or any circumstance beyond our control in performing our
respective obligations under the deposit agreement. Our obligations and those of
the depositary will be limited to performance in good faith of our respective
duties under the deposit agreement. Neither we nor the depositary will be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or underlying stock unless satisfactory indemnity is
furnished. We and the depositary may rely upon written advice of counsel or
accountants, or upon information provided by persons presenting underlying stock
for deposit, holders of depositary receipts or other persons believed to be
competent and on documents believed to be genuine.
In the event the depositary receives conflicting claims, requests or
instructions from any holders of depositary shares, on the one hand, and us, on
the other, the depositary will act on our claims, requests or instructions.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering notice to us of its
election to resign. We may remove the depositary at any time. Any resignation or
removal will take effect upon the appointment of a successor depositary and its
acceptance of the appointment. The successor depositary must be appointed within
60 days after delivery of the notice of resignation or removal and must be a
bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.
21
DESCRIPTION OF WARRANTS
The following is a general description of the terms of the warrants we may
issue from time to time. This description is subject to the detailed provisions
of a warrant agreement to be entered into between us and a warrant agent we
select at the time of issue and the description in the prospectus supplement
relating to the applicable series of warrants.
General
We may issue warrants to purchase debt securities, preferred stock,
depositary shares, common stock or any combination thereof. Such warrants may be
issued independently or together with any such securities and may be attached or
separate from such securities. We may issue each series of warrants under a
separate warrant agreement to be entered into between a warrant agent and us.
The warrant agent will act solely as our agent and will not assume any
obligation or relationship of agency for or with holders or beneficial owners of
warrants.
A prospectus supplement will describe the particular terms of any series of
warrants we may issue, including the following:
o the title of such warrants;
o the aggregate number of such warrants;
o the price or prices at which such warrants will be issued;
o the currency or currencies, including composite currencies, in which
the price of such warrants may be payable;
o the designation and terms of the securities purchasable upon exercise
of such warrants and the number of such securities issuable upon
exercise of such warrants;
o the price at which and the currency or currencies, including composite
currencies, in which the securities purchasable upon exercise of such
warrants may be purchased;
o the date on which the right to exercise such warrants shall commence
and the date on which such right will expire;
o whether such warrants will be issued in registered form or bearer
form;
o if applicable, the minimum or maximum amount of such warrants which
may be exercised at any one time;
o if applicable, the designation and terms of the securities with which
such warrants are issued and the number of such warrants issued with
each such security;
o if applicable, the date on and after which such warrants and the
related securities will be separately transferable;
o information with respect to book-entry procedures, if any;
o if applicable, a discussion of certain U.S. federal income tax
considerations; and
o any other terms of such warrants, including terms, procedures and
limitations relating to the exchange and exercise of such warrants.
Amendments and Supplements to Warrant Agreement
We and the warrant agent may amend or supplement the warrant agreement for
a series of warrants without the consent of the holders of the warrants issued
thereunder to effect changes that are not inconsistent with the provisions of
the warrants and that do not materially and adversely affect the interests of
the holders of the warrants.
22
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
The following is a general description of the terms of the stock purchase
contracts and stock purchase units we may issue from time to time.
The applicable prospectus supplement will describe the terms of any stock
purchase contracts or stock purchase units and, if applicable, prepaid stock
purchase contracts. The description in the prospectus supplement will be
qualified in its entirety by reference to (1) the stock purchase contracts, (2)
the collateral arrangements and depositary arrangements, if applicable, relating
to such stock purchase contracts or stock purchase units and (3) if applicable,
the prepaid stock purchase contracts and the document pursuant to which such
prepaid stock purchase contracts will be issued.
Stock Purchase Contracts
We may issue stock purchase contracts, including contracts obligating
holders to purchase from us, and obligating us to sell to holders, a fixed or
varying number of common stock, preferred stock or depositary shares at a future
date or dates. The consideration per share of common stock, preferred stock or
depositary shares may be fixed at the time that the stock purchase contracts are
issued or may be determined by reference to a specific formula set forth in the
stock purchase contracts. Any stock purchase contract may include anti-dilution
provisions to adjust the number of shares issuable pursuant to such stock
purchase contract upon the occurrence of certain events.
Stock Purchase Units
The stock purchase contracts may be issued separately or as a part of units
("stock purchase units"), consisting of a stock purchase contract and debt
securities, preferred securities or debt or equity obligations of third parties,
including U.S. Treasury securities, in each case securing holders' obligations
to purchase common stock, preferred stock or depositary shares under the stock
purchase contracts. The stock purchase contracts may require us to make periodic
payments to holders of the stock purchase units, or vice versa, and such
payments may be unsecured or prefunded and may be paid on a current or on a
deferred basis. The stock purchase contracts may require holders to secure their
obligations thereunder in a specified manner and in certain circumstances we may
deliver newly issued prepaid stock purchase contracts upon release to a holder
of any collateral securing such holder's obligations under the original stock
purchase contract. Any one or more of the above securities, common stock or the
stock purchase contracts or other collateral may be pledged as security for the
holders' obligations to purchase or sell, as the case may be, the common stock,
preferred stock or depositary shares under the stock purchase contracts. The
stock purchase contracts may also allow the holders, under certain
circumstances, to obtain the release of the security for their obligations under
such contracts by depositing with the collateral agent as substitute collateral
treasury securities with a principal amount at maturity equal to the collateral
so released or the maximum number of shares deliverable by such holders under
stock purchase contracts requiring the holders to sell common stock, preferred
stock or depositary shares to us.
23
PLAN OF DISTRIBUTION
We may sell the securities covered by this prospectus in any of the
following three ways (or in any combination):
o through underwriters, dealers or remarketing firms;
o directly to one or more purchasers, including to a limited number of
institutional purchasers; or
o through agents.
Any such dealer or agent, in addition to any underwriter, may be deemed to
be an underwriter within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"). Any discounts or commissions received by an underwriter,
dealer, remarketing firm or agent on the sale or resale of securities may be
considered by the SEC to be underwriting discounts and commissions under the
Securities Act.
In addition, we may enter into derivative transactions with third parties,
or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in
connection with such a transaction, the third parties may, pursuant to this
prospectus and the applicable prospectus supplement, sell securities covered by
this prospectus and the applicable prospectus supplement. If so, the third party
may use securities borrowed from us or others to settle such sales and may use
securities received from us to close out any related short positions. We may
also loan or pledge securities covered by this prospectus and the applicable
prospectus supplement to third parties, who may sell the loaned securities or,
in an event of default in the case of a pledge, sell the pledged securities
pursuant to this prospectus and the applicable prospectus supplement.
The terms of the offering of the securities with respect to which this
prospectus is being delivered will be set forth in the applicable prospectus
supplement and will include, among other things:
o the type of and terms of the securities offered;
o the price of the securities;
o the proceeds to us from the sale of the securities;
o the names of the securities exchanges, if any, on which the securities
are listed;
o the name of any underwriter, dealer, remarketing firm or agent and the
amount of securities underwritten or purchased by each of them;
o any over-allotment options under which underwriters may purchase
additional securities from us;
o any underwriting discounts, agency fees or other compensation to
underwriters or agents; and
o any discounts or concessions which may be allowed or reallowed or paid
to dealers.
If underwriters are used in the sale of securities, such securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by one or more
underwriters acting alone. Unless otherwise set forth in the applicable
prospectus supplement, the obligations of the underwriters to purchase the
securities described in the applicable prospectus supplement will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all such securities if any are purchased by them. Any public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If dealers acting as principals are used in the sale of any securities,
such securities will be acquired by the dealers, as principals, and may be
resold from time to time in one or more transactions at varying prices to be
24
determined by the dealer at the time of resale. The name of any dealer and the
terms of the transaction will be set forth in the prospectus supplement with
respect to the securities being offered.
Securities may also be offered and sold, if so indicated in the applicable
prospectus supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms, which we refer to herein as the "remarketing firms,"
acting as principals for their own accounts or as our agents, as applicable. Any
remarketing firm will be identified and the terms of its agreement, if any, with
us and its compensation will be described in the applicable prospectus
supplement. Remarketing firms may be deemed to be underwriters, as that term is
defined in the Securities Act in connection with the securities remarketed
thereby.
The securities may be sold directly by us or through agents designated by
us from time to time. In the case of securities sold directly by us, no
underwriters or agents would be involved. Any agents involved in the offer or
sale of the securities in respect of which this prospectus is being delivered,
and any commissions payable by us to such agents, will be set forth in the
applicable prospectus supplement. Unless otherwise indicated in the applicable
prospectus supplement, any such agent will be acting on a best efforts basis for
the period of its appointment.
We may authorize agents, underwriters or dealers to solicit offers by
certain specified institutions to purchase the securities to which this
prospectus and the applicable prospectus supplement relates from us at the
public offering price set forth in the applicable prospectus supplement, plus,
if applicable, accrued interest, pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject only to those conditions set forth in the applicable
prospectus supplement, and the applicable prospectus supplement will set forth
the commission payable for solicitation of such contracts.
Agents, dealers, underwriters and remarketing firms may be entitled, under
agreements entered into with us to indemnification by us against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
to payments they may be required to make in respect thereof. Agents, dealers,
underwriters and remarketing firms may be customers of, engage in transactions
with, or perform services for us or our subsidiaries in the ordinary course of
business.
Unless otherwise indicated in the applicable prospectus supplement, all
securities offered by this prospectus, other than our common stock that is
listed on the New York Stock Exchange, will be new issues with no established
trading market. We may elect to list any series of securities on an exchange,
and, in the case of our common stock, on any additional exchange, but, unless
otherwise specified in the applicable prospectus supplement, we shall not be
obligated to do so. In addition, underwriters will not be obligated to make a
market in any securities. No assurance can be given regarding the activity of
trading in, or liquidity of, any securities.
Any underwriter may engage in over-allotment, stabilizing transactions,
short covering transactions and penalty bids in accordance with Regulation M
under the Exchange Act. Over-allotment involves sales in excess of the offering
size, which create a short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed a
specified maximum. Short covering transactions involve purchases of the
securities in the open market after the distribution is completed to cover short
positions. Penalty bids permit the underwriters to reclaim a selling concession
from a dealer when the securities originally sold by the dealer are purchased in
a covering transaction to cover short positions. Those activities may cause the
price of the securities to be higher than it would otherwise be. If commenced,
the underwriters may discontinue any of the activities at any time.
LEGAL MATTERS
Unless otherwise indicated in a supplement to this prospectus, the validity
of the securities will be passed upon for us by Shearman & Sterling LLP, New
York, New York.
25
EXPERTS
The consolidated balance sheets of CIT Group Inc. and its subsidiaries as
of December 31, 2003, December 31, 2002 and September 30, 2002 and the related
consolidated statements of income, stockholders' equity and cash flows for the
year ended December 31, 2003, the three months ended December 31, 2002, the year
ended September 30, 2002, the period from June 2, 2001 through September 30,
2001 and the period from January 1, 2001 through June 1, 2001 included in the
Current Report on Form 8-K dated September 21, 2004, incorporated by reference
herein and in the registration statement of which this prospectus forms a part,
have been so incorporated by reference in reliance on the reports of
PricewaterhouseCoopers LLP, independent registered public accounting firm, given
on the authority of said firm as experts in auditing and accounting.
26
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses payable by the registrant in connection with the
offering described in this Registration Statement are as follows:
SEC Registration fee ..................................... $1,900,500
Trustee fees ............................................. 150,000
Legal fees and expenses .................................. 400,000
Accounting fees and expenses ............................. 300,000
Printing and engraving expenses .......................... 250,000
Rating agencies .......................................... 1,300,000
Miscellaneous expenses ................................... 10,000
Total .................................................... $4,310,500
==========
All fees and expenses in the above table, other than the SEC registration
fee, are estimated.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
in summary, that directors and officers of Delaware corporations are entitled,
under certain circumstances, to be indemnified against all expenses and
liabilities (including attorney's fees) incurred by them as a result of suits
brought against them in their capacity as a director or officer, if they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to our best interests, and, with respect to any criminal action or proceeding,
if they had no reasonable cause to believe their conduct was unlawful; provided
that no indemnification may be made against expenses in respect of any claim,
issue or matter as to which they shall have been adjudged to be liable to us,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Any such indemnification may be made by us only as authorized in each
specific case upon a determination by the stockholders, disinterested director
or independent legal counsel that indemnification is proper because the
indemnitee has met the applicable standard of conduct.
Our certificate of incorporation and by-laws provide that we will indemnify
our directors and officers to the fullest extent permitted by law and that no
director shall be liable for monetary damages to us or our stockholders for any
breach of fiduciary duty, except to the extent provided by applicable law (1)
for any breach of the director's duty of loyalty to us or our stockholders, (2)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) pursuant to Section 174 of the DGCL or (4)
for any transaction from which such director derived an improper personal
benefit.
In addition, we maintain liability insurance for our directors and
officers.
For information concerning the registrant's undertaking to submit to
adjudication the issue of indemnification for violation of the securities laws,
see Item 17 hereof.
Item 16. Exhibits.
The exhibits to this Registration Statement are listed on the Exhibit Index
to this Registration Statement, which Exhibit Index is hereby incorporated by
reference.
II-1
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in response to Item 15, or
otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-2
The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized on October 28, 2004.
CIT GROUP INC.
By: /s/ Joseph M. Leone
----------------------------------
Name: Joseph M. Leone
Title: Vice Chairman and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
* President and Chief Executive Officer and Director October 28, 2004
--------------------------- (Principal Executive Officer)
(Jeffrey M. Peek)
/s/ Joseph M. Leone Vice Chairman and Chief Financial Officer October 28, 2004
--------------------------- (Principal Financial Officer)
(Joseph M. Leone)
* Executive Vice President and Controller October 28, 2004
--------------------------- (Principal Accounting Officer)
(William J. Taylor)
* Chairman of the Board October 28, 2004
---------------------------
(Albert R. Gamper, Jr.)
* Director October 28, 2004
---------------------------
(Gary C. Butler)
* Director October 28, 2004
---------------------------
(William A. Farlinger)
Director October 28, 2004
---------------------------
(William M. Freeman)
* Director October 28, 2004
---------------------------
(Hon. Thomas H. Kean)
II-4
Signature Capacity Date
--------- -------- ----
* Director October 28, 2004
---------------------------
Edward J. Kelly, III
Director October 28, 2004
---------------------------
(Marianne Miller Parrs)
* Director October 28, 2004
---------------------------
(John R. Ryan)
* Director October 28, 2004
---------------------------
(Peter J. Tobin)
* Director October 28, 2004
---------------------------
(Lois M. Van Deusen)
* By: /s/ Joseph M. Leone
-------------------------------
Attorney-in-Fact
II-5
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
------- -----------------------
1.1* Form of Underwriting Agreement
1.2 Form of Selling Agency Agreement for Global Medium Term Note Program
1.3 Form of Selling Agency Agreement for Retail Investor 'InterNotes'
Program
4.1 Specimen Common Stock Certificate
4.2* Form of Preferred Stock Certificate of Designation
4.3* Form of Deposit Agreement with respect to Depositary Shares (including
form of depositary receipt)
4.4 Form of Senior Indenture
4.5 Form of Subordinated Indenture
4.6* Form of Warrant Agreement (including form of warrant)
4.7* Form of Stock Purchase Contract (including form of stock purchase
contract certificate) and, if applicable, Pledge Agreement
4.8* Form of Unit Agreement (including form of unit certificate)
5.1 Opinion of Shearman & Sterling LLP
12.1'D' Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Shearman & Sterling LLP (included in Exhibit 5.1)
24.1** Powers of Attorney (included on signature page)
25.1 Statement of Eligibility of Trustee for the senior debt securities
25.2 Statement of Eligibility of Trustee for the subordinated debt
securities
----------
* To be filed.
** Previously filed.
'D' Incorporated by reference to the Exhibits 12.1 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 2003 and
Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
STATEMENT OF DIFFERENCES
The dagger symbol shall be expressed as.................................... 'D'
The section symbol shall be expressed as................................... 'SS'
The Euro sign shall be expressed as........................................ 'E'
The registered trademark symbol shall be expressed as...................... 'r'