FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of a Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month(s) of: November 15, 1999
NEWCOURT CREDIT GROUP INC.
207 Queens Quay West
Suite 700
Toronto, Ontario Canada
M5J 1A7
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F / / Form 40-F /X/
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.]
Yes / / No /X/
[If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b)]
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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, thereunto duly authorized.
Date: November 29, 1999
NEWCOURT CREDIT GROUP INC.
/s/ James P. Shanahan
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By: James P. Shanahan
Senior Compliance Officer and
Assistant Secretary
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FOR IMMEDIATE RELEASE
CIT Completes Newcourt Acquisition;
Transaction Creates Largest Publicly Held Commercial Finance Company
LIVINGSTON, NJ, November 15, 1999 --- The CIT Group, Inc. (NYSE:CIT) today
announced that it has closed the transaction to acquire all of the outstanding
common shares of Newcourt Credit Group Inc. (NYSE,TSE,MSE:NCT). On August 5,
1999, the two companies announced that they had entered into an agreement
whereby CIT would acquire Newcourt to create the industry's largest publicly
owned commercial finance company.
The acquisition of Newcourt was concluded at the exchange rate of .70 shares
of CIT common stock per Newcourt common share. In total, 76,428,304 shares of
CIT common stock and 27,577,082 exchangeable shares of CIT Exchangeco Inc.
(exchangeable on a one-for-one basis for shares of CIT common stock) were
issued in the acquisition.
The combined Company has over $50 billion in managed assets, revenues in
excess of $2.2 billion and approximately 8,000 employees working in 26
countries.
"This acquisition represents a significant milestone in CIT's 91-year
history," said Albert R. Gamper, Jr., President and CEO. "We have created a
dynamic, far-reaching enterprise that is large, strong and exceptionally well-
positioned to provide high quality asset-based financing products and services
to clients throughout the world."
"To better serve our clients, we have reorganized the Company into six
strategic business units in three primary business segments - Equipment
Finance, Commercial Finance, and Consumer Finance," said Gamper. "Each unit is
headed by a veteran executive team prepared to lead CIT into the next
century."
In the equipment finance marketplace, CIT will have four specialized business
groups. Equipment Financing, led by Robert J. Merritt, Group CEO, offers
middle-market equipment financing and leasing products in a variety of
industries including construction, printing, plastics, machine tools, business
aircraft and medical equipment. Newcourt Financial's Small Business Lending
unit, one of the nation's top SBA lenders in 1999, will also be part of
Equipment Financing.
Capital Finance, led by Nikita Zdanow, Group CEO, provides a wide range of
leasing and financing products to the commercial aircraft and rail industries.
This unit's specialized industry groups provide customized leasing and
financing packages for new and used equipment, with a special focus on
operating leases, for medium-sized and large corporations, both domestic and
international.
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Vendor Technology Finance, formerly Newcourt Financial, will continue to be
headed by Bradley D. Nullmeyer, Group CEO. This unit, which is one of the
world's leading vendor and technology finance organizations, has built
strategic financing alliances with industry-leading equipment vendors.
Structured Finance, formerly Newcourt Capital, continues to be headed by David
D. McKerroll, Group CEO. This unit offers structured corporate finance
products and services to major international clients. It finances the
acquisition of capital assets and provides infrastructure financing for the
corporate and public sector. Special markets include media and
telecommunications, as well as project finance.
In the commercial finance segment, Lawrence A. Marsiello, Group CEO, heads
CIT's Commercial Finance Group. Its Commercial Services business unit, the
largest factoring organization in the industry, recently announced its
acquisition of Heller Financial Corporation's domestic factoring business. Its
Business Credit unit specializes in debtor-in-possession, acquisition and
turnaround financing, and refinancings.
In the consumer finance segment, Thomas B. Hallman, Group CEO, heads CIT's
Consumer Finance Group. This Group offers a range of first and second mortgage
loans and home equity lines of credit through mortgage brokers and bankers.
This unit also works through dealers and other intermediaries to provide
retail financing for the purchase of recreation vehicles, manufactured homes
and recreational boat products.
Executive management of CIT includes: Albert R. Gamper, Jr., President and
Chief Executive Officer; Joseph A. Pollicino, Vice Chairman and Chief Risk
Officer; Joseph M. Leone, Executive Vice President and Chief Financial
Officer; William M. O'Grady, Executive Vice President and Chief Administrative
Officer; and, Ernest D. Stein, Executive Vice President and General Counsel.
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FOR IMMEDIATE RELEASE
THE CIT GROUP EXPANDS BOARD AND ELECTS SIX NEW MEMBERS;
FORMER NEW JERSEY GOVERNOR THOMAS H. KEAN JOINS BOARD
LIVINGSTON, NJ, November 15, 1999 --- The CIT Group, Inc. (NYSE:CIT) today
announced that it has increased the size of its Board of Directors to 16, with
the election of six new members.
The Honorable Thomas H. Kean, 64, President of Drew University and former
Governor of New Jersey, and Theodore V. Wells, Jr, Esq., 49, Partner,
Lowenstein Sandler PC, have been named to the CIT Board to replace Takasuke
Kaneko, 57, President, DKB Securities Co., Ltd., and Tohru Tonoike, 49,
General Manager, The Americas Specialized Finance Division of Dai-Ichi Kangyo
Bank, Limited.
Following the Newcourt Credit Group acquisition, CIT has also added four
additional members to its Board: David F. Banks, 56, most recently Chairman of
Newcourt and newly appointed Non-Executive Vice Chairman of CIT; William A.
Farlinger, 69, Chairman of Ontario Hydro; Guy Hands, 40, Managing Director and
Head of the Principal Finance Group of Nomura International plc; and, Paul G.
Morton, 61, President of Security Investment Corporation Ltd.
Thomas Kean served as New Jersey's Governor from 1982-1990. In addition to
his position at Drew University, he is on the board of the Robert Wood
Foundation, the United Health Care Corporation, the National Endowment for
Democracy and The World Wildlife Fund, and served on the President's Education
Policy Advisory Committee and the President's Initiative on Race. He is
Chairman of the Carnegie Corporation of New York, Educate America and the
National Campaign to Prevent Teen Pregnancy. He is also the author of The
Politics of Inclusion. In 1988, he gave the keynote address at the Republican
National Convention.
Theodore Wells is a graduate of the College of the Holy Cross, Harvard
University Business School and Harvard University Law School. He currently
serves on the Board of Trustees of the College of the Holy Cross.
David Banks was appointed Chairman of Newcourt Credit Group Inc. in 1998.
Previously he was President and CEO of AT&T Capital Corporation, CEO of Penna
Holdings plc, advisor to Nomura International plc and Chief Financial Officer
of General Atlantic Group Ltd.
William Farlinger is a member of the Board of Directors of Cara Operations
Limited, Laidlaw Inc. and Manulife. Previously he was Chairman and CEO of
Ernst & Young, Canada. He is currently a Director of The Japan Society and
the Canadian Council of Christians and Jews.
Prior to joining Nomura, Guy Hands served as Head of Global Asset Structuring
with Goldman Sachs International.
Paul Morton is Co-Founder and former President of Global Communications
Limited and former Chairman of the Stadium Corporation of Ontario.
Earlier today, The CIT Group, Inc. announced that it had closed the
transaction to acquire Newcourt Credit Group Inc., thus creating the largest
publicly owned commercial finance company in the industry with more than $50
billion in managed assets
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FOR IMMEDIATE RELEASE
THE CIT GROUP TO GUARANTEE NEWCOURT PUBLIC DEBT
LIVINGSTON, NJ, November 15, 1999 --- The CIT Group, Inc. (NYSE:CIT) announced
that, effective today, it will guarantee all outstanding public debt,
including commercial paper, issued by Newcourt Credit Group Inc., AT&T Capital
Corporation, Newcourt Financial (Australia) Limited and Newcourt Financial
Limited. These companies became subsidiaries of CIT as a result of CIT's
acquisition today of Newcourt Credit Group Inc.
With $50 billion in managed assets, The CIT Group is the largest publicly
owned commercial finance company in the industry.
