SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(Rule 12g-3(a))
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 1, 2002
--------------------
CIT Group Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-1861 65-1095289
--------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1211 Avenue of the Americas
New York, New York 10036
--------------------------------------------------------------------------------
(Address of registrant's principal executive offices)
Registrant's telephone number, including area code (212) 536-1390
--------------------
CIT Group Inc. (Del)
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events.
On July 1, 2002, CIT Group Inc. (the "Company"), announced the pricing
of the initial public offering of 200,000,000 shares of its common stock, at
$23.00 per share, all of which were offered by Tyco Capital Ltd., a
wholly-owned subsidiary of Tyco International Ltd. ("Tyco"). The offering was
completed on July 8, 2002. In connection with the offering, a reorganization
was effectuated on July 2, 2002 whereby our predecessor, CIT Group Inc., a
Nevada corporation ("CIT Nevada") was merged with and into its parent Tyco
Capital Holding, Inc., a Nevada corporation ("TCH") immediately after which
that combined entity was further merged with and into the Company
(hereinafter, the "Reorganization"). The Company was the surviving
corporation in the Reorganization and, upon consummation of the
Reorganization, the Company changed its name from CIT Group Inc. (Del) to CIT
Group Inc. All of the activity of TCH was unwound through a capital
contribution from Tyco prior to the Reorganization and TCH's balance sheet
has nominal balances. As a result of the Reorganization, the Company is the
successor to CIT Nevada's business, operations and obligations.
Pursuant to the Reorganization, all debt obligations of CIT Nevada
were assumed by the Company. Prior to the Reorganization, CIT Nevada's 5 7/8%
Notes Due October 15, 2008 (the "Notes") were registered under Section 12(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
listed on the New York Stock Exchange. Upon consummation of the
Reorganization, the Notes were deemed registered under Section 12(b) of the
Exchange Act by operation of Rule 12g-3(a) promulgated thereunder, and
continue to be listed on the New York Stock Exchange. As a result, the
Company has succeeded to CIT Nevada's reporting obligations under the
Exchange Act with respect to the Notes.
On July 2, 2001, the Company filed with the Securities and Exchange
Commission (the "Commission") a final prospectus (the "Final Prospectus")
pursuant to Rule 424(b)(1) of Regulation C promulgated under the Securities
Act of 1933, as amended, for the sale of the Company's common stock by Tyco
Capital Ltd. Included as exhibits 99.1 through 99.11, inclusive, to this
Current Report on Form 8-K are the following sections from the Final
Prospectus: (i) Selected Consolidated Historical Financial Data of CIT, (ii)
Management's Discussion and Analysis of Financial Condition and Results of
Operations and Qualitative and Quantitative Disclosures about Market Risk,
(iii) the audited consolidated balance sheets of CIT Nevada as of September
30, 2001 and December 31, 2000 and the audited consolidated statements of
income, shareholder's equity and cash flows of CIT Nevada for the periods
June 2, 2001 through September 30, 2001, January 1, 2001 through June 1, 2001
and for the years ended December 31, 2000 and 1999, together with the
auditors' reports thereon and notes thereto, (iv) the unaudited consolidated
balance sheets of CIT Nevada as of March 31, 2002 and September 30, 2001, the
unaudited consolidated statements of income of CIT Nevada for the quarter and
six months ended March 31, 2002 and March 31, 2001, the unaudited
consolidated statement of shareholder's equity of CIT Nevada for the six
months ended March 31, 2002 and the unaudited consolidated statements of cash
flows of CIT Nevada for the six months ended March 31, 2002 and March 31,
2001, together with the notes thereto, (v) the stand-alone balance sheets of
CIT Group Inc. (Del) as of March 31, 2002 (unaudited) and September 30, 2001
(audited), together with the auditor's report thereon and notes thereto, (vi)
the audited consolidated balance sheet and statements of income,
shareholder's equity and cash flows of TCH as of and for the period ended
September 30, 2001, together with the auditor's report thereon and notes
thereto, (vii) the unaudited consolidated balance sheets as of March 31, 2002
and September 30, 2001 and the statements of income, shareholder's equity and
cash flows of TCH for the period ended March 31, 2002, together with the
notes thereto, (viii) Management, (ix) Relationship with Tyco After the
Offering and Related Party Transactions, (x) Dividend Policy and (xi)
Description of Capital Stock. The text of exhibits 99.1 through 99.11,
inclusive, is hereby incorporated by reference in its entirety.
On February 11, 2002, CIT Nevada repurchased certain international
subsidiaries that had previously been sold to an affiliate of Tyco on
September 30, 2001. The reacquisition of these subsidiaries has been
accounted for as a merger of entities under common control. Accordingly, the
balances contained within the financial statements, footnotes and throughout
the documents included as exhibits to this Form 8-K include the results of
operations, financial position and cash flows of the international
subsidiaries repurchased from Tyco for all periods presented and, as a
result, will vary slightly from comparable information reported in CIT
Nevada's Form 10-K for the transition period ended September 30, 2001.
Filed herewith, as Exhibit 99.12, is the press release of the Company
dated July 1, 2002 announcing the pricing of the initial public offering of its
common stock, which press release is hereby incorporated by reference in its
entirety.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this filing are forward-looking
statements within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. All statements contained herein that are not clearly
historical in nature are forward-looking and the words "anticipate,"
"believe," "expect," "estimate" and similar expressions are generally
intended to identify forward-looking statements. Any forward-looking
statements contained herein, in press releases, written statements or other
documents filed with the SEC or in communications and discussions with
investors and analysts in the normal course of business through meetings,
webcasts, phone calls and conference calls, concerning our operations,
economic performance and financial condition are subject to known and unknown
risks, uncertainties and contingencies. Forward-looking statements are
included, for example, in the discussions about:
- our liquidity risk management,
- our credit risk management,
- our asset/liability risk management,
- our capital, leverage and credit ratings,
- our operational and legal risks,
- how we may be affected by legal proceedings, and
- our separation from Tyco and our relationship with Tyco following the
separation.
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:
- the factors described elsewhere in this filing,
- risks of economic slowdown, downturn or recession,
- industry cycles and trends,
- risks inherent in changes in market interest rates,
- funding opportunities and borrowing costs,
- changes in funding markets, including commercial paper, term debt and the
asset-backed securitization markets,
- uncertainties associated with risk management, including credit,
prepayment, asset/liability, interest rate and currency risks,
- adequacy of reserves for credit losses,
- risks associated with the value and recoverability of leased equipment and
lease residual values,
- risks associated with the potential further impairment of our goodwill,
- changes in regulations governing our business and operations or
permissible activities,
- changes in competitive factors, and
- future acquisitions and dispositions of businesses or asset portfolios.
The inclusion of the foregoing information and exhibits is for
disclosure purposes only and does not constitute an offer to sell or a
solicitation of an offer to purchase the common stock or any other securities of
the Company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of July 2, 2002, by and
between Tyco Capital Holding, Inc., a Nevada corporation and CIT
Group Inc., a Nevada corporation.
2.2 Agreement and Plan of Merger, dated as of July 2, 2002, by and
between CIT Group Inc. (Del), a Delaware corporation and Tyco
Capital Holding, Inc., a Nevada corporation.
3.1 Restated Certificate of Incorporation of the Company.
3.2 Certificate of Amendment of Restated Certificate of Incorporation
of the Company.
3.3 Certificate of Ownership and Merger Merging Tyco Capital Holding,
Inc. and CIT Group Inc. (Del).
3.4 By-laws of the Company.
4.1 Fourth Supplemental Indenture dated as of July 2, 2002 to an
Indenture dated as of September 24, 1998, as supplemented by the
First Supplemental Indenture dated as of May 9, 2001 and the
Second Supplemental Indenture dated as of June 1, 2001 and the
Third Supplemental Indenture dated as of February 14, 2002, by
and between the Company and Bank One Trust Company, N.A., as
trustee, for the issuance of unsecured and unsubordinated debt
securities.
4.2 Third Supplemental Indenture dated as of July 2, 2002 to an
Indenture dated as of September 24, 1998, as supplemented by the
First Supplemental Indenture dated as of June 1, 2001 and the
Second Supplemental Indenture dated as of February 14, 2002, by
and between the Company and The Bank of New York, as trustee, for
the issuance of unsecured senior subordinated debt securities.
99.1 Selected Consolidated Historical Financial Data of CIT.
99.2 Management's Discussion and Analysis of Financial Condition and
Results of Operations and Qualitative and Quantitative
Disclosures about Market Risk.
99.3 Audited consolidated balance sheets of CIT Group Inc. (Nevada)
as of September 30, 2001 and December 31, 2000 and the audited
consolidated statements of income, shareholder's equity and cash
flows of CIT Group Inc. (Nevada) for the periods June 2, 2001
through September 30, 2001, January 1, 2001 through June 1, 2001
and for the years ended December 31, 2000 and 1999, together with
the auditors' reports thereon and notes thereto.
99.4 Unaudited consolidated balance sheets of CIT Group Inc. (Nevada)
as of March 31, 2002 and September 30, 2001, the unaudited
consolidated statements of income of CIT Group Inc. (Nevada) for
the quarter and six months ended March 31, 2002 and March 31,
2001, the unaudited consolidated statement of shareholder's equity
of CIT Group Inc. (Nevada) for the six months ended March 31, 2002
and the unaudited consolidated statements of cash flows of CIT
Group Inc. (Nevada) for the six months ended March 31, 2002 and
March 31, 2001, together with the notes thereto,.
99.5 Stand-alone balance sheets of CIT Group Inc. (Del) as of March
31, 2002 (unaudited) and September 30, 2001 (audited), together
with the auditor's report thereon and notes thereto.
99.6 Audited consolidated balance sheet and statements of income,
shareholder's equity and cash flows of Tyco Capital Holding, Inc.
as of and for the period ended September 30, 2001, together with
the auditor's report thereon and notes thereto.
99.7 Unaudited consolidated balance sheets as of March 31, 2002 and
September 30, 2001 and the statements of income, shareholder's
equity and cash flows of Tyco Capital Holding, Inc. for the
quarter and six months ended March 31, 2002, together with the
notes thereto.
99.8 Management.
99.9 Relationship with Tyco After the Offering and Related Party
Transactions.
99.10 Dividend Policy.
99.11 Description of Capital Stock.
99.12 Press Release, dated July 1, 2002.
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CIT GROUP INC.
----------------------------------------
(Registrant)
By: /s/ Joseph M. Leone
------------------------------------
Joseph M. Leone
Executive Vice President and
Chief Financial Officer
Dated: July 10, 2002
-3-
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of July 2, 2002, by and
between Tyco Capital Holding, Inc., a Nevada corporation and CIT
Group Inc., a Nevada corporation.
2.2 Agreement and Plan of Merger, dated as of July 2, 2002, by and
between CIT Group Inc. (Del), a Delaware corporation and Tyco
Capital Holding, Inc., a Nevada corporation.
3.1 Restated Certificate of Incorporation of the Company.
3.2 Certificate of Amendment of Restated Certificate of Incorporation
of the Company.
3.3 Certificate of Ownership and Merger Merging Tyco Capital Holding,
Inc. and CIT Group Inc. (Del).
3.4 By-laws of the Company.
4.1 Fourth Supplemental Indenture dated as of July 2, 2002 to an
Indenture dated as of September 24, 1998, as supplemented by the
First Supplemental Indenture dated as of May 9, 2001 and the
Second Supplemental Indenture dated as of June 1, 2001 and the
Third Supplemental Indenture dated as of February 14, 2002, by
and between the Company and Bank One Trust Company, N.A., as
trustee, for the issuance of unsecured and unsubordinated debt
securities.
4.2 Third Supplemental Indenture dated as of July 2, 2002 to an
Indenture dated as of September 24, 1998, as supplemented by the
First Supplemental Indenture dated as of June 1, 2001 and the
Second Supplemental Indenture dated as of February 14, 2002, by
and between the Company and The Bank of New York, as trustee, for
the issuance of unsecured senior subordinated debt securities.
99.1 Selected Consolidated Historical Financial Data of CIT.
99.2 Management's Discussion and Analysis of Financial Condition and
Results of Operations and Qualitative and Quantitative
Disclosures about Market Risk.
99.3 Audited consolidated balance sheets of CIT Group Inc. (Nevada)
as of September 30, 2001 and December 31, 2000 and the audited
consolidated statements of income, shareholder's equity and cash
flows of CIT Group Inc. (Nevada) for the periods June 2, 2001
through September 30, 2001, January 1, 2001 through June 1, 2001
and for the years ended December 31, 2000 and 1999, together with
the auditors' reports thereon and notes thereto.
99.4 Unaudited consolidated balance sheets of CIT Group Inc. (Nevada)
as of March 31, 2002 and September 30, 2001, the unaudited
consolidated statements of income of CIT Group Inc. (Nevada) for
the quarter and six months ended March 31, 2002 and March 31,
2001, the unaudited consolidated statement of shareholder's equity
of CIT Group Inc. (Nevada) for the six months ended March 31, 2002
and the unaudited consolidated statements of cash flows of CIT
Group Inc. (Nevada) for the six months ended March 31, 2002 and
March 31, 2001, together with the notes thereto,.
99.5 Stand-alone balance sheets of CIT Group Inc. (Del) as of March
31, 2002 (unaudited) and September 30, 2001 (audited), together
with the auditor's report thereon and notes thereto.
99.6 Audited consolidated balance sheet and statements of income,
shareholder's equity and cash flows of Tyco Capital Holding, Inc.
as of and for the period ended September 30, 2001, together with
the auditor's report thereon and notes thereto.
99.7 Unaudited consolidated balance sheets as of March 31, 2002 and
September 30, 2001 and the statements of income, shareholder's
equity and cash flows of Tyco Capital Holding, Inc. for the
quarter and six months ended March 31, 2002, together with the
notes thereto.
99.8 Management.
99.9 Relationship with Tyco After the Offering and Related Party
Transactions.
99.10 Dividend Policy.
99.11 Description of Capital Stock.
99.12 Press Release, dated July 1, 2002.