UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 25, 2006
----------------------------------------------------------------
Date of Report (Date of earliest event reported)
CIT GROUP INC.
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-1861 65-1051192
----------------------------------- ---------------------------- ----------------------------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
1211 Avenue of the Americas
New York, New York 10036
----------------------------------------------------------------
(Address of principal executive offices, including zip code)
(212) 536-1211
----------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
----------------------------------------------------------------
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On January 25, 2006 CIT Group Inc. ("CIT") made available to investors
a pricing supplement, dated January 23, 2006, a prospectus supplement, dated
January 19, 2006 and a prospectus, dated January 20, 2006, with respect to the
issuance of $750,000,000 aggregate principal amount of 5.400% Senior Notes due
January 30, 2016 and $1,000,000,000 aggregate principal amount of Floating Rate
Senior Notes due January 30, 2009 (collectively, the "notes") pursuant to an
indenture, dated as of January 20, 2006, between CIT and JPMorgan Chase Bank,
N.A., as Trustee, which CIT filed as an exhibit to its shelf registration
statement filed with the SEC (File No. 333-131159) on January 20, 2006.
In connection with the issuance of the notes, Shearman & Sterling LLP,
counsel to CIT, has delivered an opinion to CIT, dated January 23, 2006,
regarding the legality of the notes upon issuance and sale thereof on January
30, 2006. A copy of the opinion as to legality is attached as Exhibit 5.1
hereto.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed or furnished herewith:
5.1 Opinion of Shearman & Sterling LLP
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, CIT Group Inc. has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
CIT GROUP INC.
Dated: January 25, 2006 By: /s/ Glenn A. Votek
------------------------------------
Name: Glenn A. Votek
Title: Executive Vice President and Treasurer
3
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Shearman & Sterling LLP
4