As filed with the Securities and Exchange Commission on February 15, 1995
Registration No. 33-85224
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form S-11 and Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
The CIT Group Securitization Corporation II
The CIT Group Holdings, Inc.
(Exact name of each registrant as specified in its governing instruments)
------------------
Delaware 22-3328188
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
650 CIT Drive
Livingston, New Jersey 07039
(201) 740-5000
(Address of principal executive office)
------------------
ERNEST D. STEIN
Executive Vice President, General Counsel & Secretary
The CIT Group Holdings, Inc.
1211 Avenue of the Americas
New York, New York 10036
(Name and address of agent for service)
Please send copies of all communications to:
PAUL N. WATTERSON, JR.
Schulte Roth & Zabel
900 Third Avenue
New York, New York 10022
------------------
Approximate date of commencement of proposed sale of securities to the public:
From time to time after the effective date of this Amendment.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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|
------------------
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 the 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.
================================================================================
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 35. Financial Statements and Exhibits
(a) Financial Statements:
Not Applicable
(b) Exhibits:
1.1* Form of Underwriting Agreement
3(i).1* Certificate of Incorporation of The CIT Group Securitization
Corporation II
3(i).2 Certificate of Amendment of the Certificate of Incorporation of
The CIT Group Securitization Corporation II
3(ii).1* Bylaws of The CIT Group Securitization Corporation II
4.1* Form of Pooling and Servicing Agreement
4.2* Form of Limited Guarantee
5.1* Opinion and Consent of Schulte Roth & Zabel
8.1* Opinion of Schulte Roth & Zabel as to tax matters
10.1* Form of Sale and Purchase Agreement
10.2* Form of Subsequent Sale and Purchase Agreement
12.1* Computation of Ratios of Earnings to Fixed Charges
24.1* Consent of Schulte Roth & Zabel (included as part of Exhibit 5.1)
24.2* Consent of KPMG Peat Marwick LLP
25.1* Powers of attorney of The CIT Group Securitization Corporation II
(included on page II-3)
25.2* Powers of attorney of The CIT Group Holdings, Inc.
--------------
* Previously Filed
Item 36. Undertakings.
The undersigned registrants hereby undertake:
(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 of 1933;
(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; and
II-1
<PAGE>
(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) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by CIT pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
to be part of this registration statement as of the time it was declared
effective.
(5) That, for purposes of determining any liability under Securities
Act, each filing of CIT's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 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
bonafide offering thereof.
The undersigned Registrants hereby agree to provide to the underwriters at
the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the Registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrants of expenses incurred or paid by a director, officer or controlling
person of the Registrants 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 Registrants 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 of 1933 and will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-11 and has duly caused this amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Livingston, State of New Jersey, on
February 15, 1995
THE CIT GROUP SECURITIZATION CORPORATION II
By: /s/ JAMES J. EGAN, JR.
----------------------------------------
Name: James J. Egan, Jr.
Title: President
*By: /s/ JAMES J. EGAN, JR.
----------------------------------------
Name: James J. Egan, Jr.
Title: Attorney-in-Fact
POWER OF ATTORNEY
Each person whose signature to this Registration Statement appears below
hereby constitutes and appoints James J. Egan, Jr., Joseph M. Leone and Norman
H. Rosen, or any of them (with the full power of each of them to act alone), as
his true and lawful attorney-in-fact and agent, with full power of substitution,
to sign on his behalf individually and in the capacity stated below and to
perform any acts necessary to be done in order to file all amendments and
post-effective amendments to this Registration Statement, and any and all
instruments or documents filed as part of or in connection with this
Registration Statement or the amendments thereto, and each of the undersigned
does hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitutes, shall do or cause to be done by virtue hereof.
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 Title Date
--------- ----- ----
* President and Director February 15, 1995
- -----------------
James J. Egan, Jr.
* Executive Vice President and Director February 15, 1995
- -----------------
Joseph M. Leone
* Vice President and Director February 15, 1995
- -----------------
Edward A. Farley
* Vice President, Treasurer and Controller February 15, 1995
- ----------------- (principal financial and accounting officer)
Robin H. Gordon
II-3
<PAGE>
Original powers of attorney authorizing James J. Egan, Jr., Joseph M. Leone and
Norman H. Rosen and each of them to sign the Registration Statement and
amendments thereto on behalf of the directors and officers of the Registrant
indicated above are held by the Corporation and available for examination
pursuant to Item 302(b) of Registration S-T.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
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 amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York and State of New York, on
February 15, 1995.
THE CIT GROUP HOLDINGS, INC.
By: /s/ ERNEST D. STEIN
--------------------------------
Ernest D. Stein
Executive Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature and Title Date
------------------- ----
*
- ------------------------------------------------
Albert R. Gamper, Jr.
President, Chief, Executive Officer, and Director
(principal executive officer)
*
- ------------------------------------------------
Hisao Kobayashi
Director
*
- ------------------------------------------------ *By /s/ ERNEST D. STEIN
Michio Murata -------------------
Director Ernest D. Stein
Attorney-in-fact
*
- ------------------------------------------------ February 15, 1995
Joseph A. Pollicino
Director
*
- ------------------------------------------------
Paul N. Roth
Director
*
- ------------------------------------------------
Hideo Kitahara
Director
II-5
<PAGE>
Signature and Title Date
------------------- ----
*
- ------------------------------------------------
Peter J. Tobin
Director
*
- ------------------------------------------------
Toshiji Tokiwa
Director
*
- ------------------------------------------------
Keiji Torii
Director
*
- ------------------------------------------------
William H. Turner
Director
/s/ JOSEPH J. CARROLL February 15, 1995
- ------------------------------------------------
Joseph J. Carroll
Executive Vice President and Chief Financial Officer
(principal financial and accounting officer)
Original powers of attorney authorizing Albert R. Gamper, Jr., Ernest D.
Stein, and Donald J. Rapson and each of them to sign the Registration Statement
and amendments thereto on behalf of the directors and officers of the Registrant
indicated above are held by The CIT Group Holdings, Inc. and available for
examination pursuant to Item 302(b) of Regulation S-T.
II-6
Exhibit 3(i).2
Certificate of Amendment of the Certificate
of Incorporation of The CIT Group
Securitization Corporation II
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THE CIT GROUP SECURITIZATION CORPORATION II
* * * * * *
THE CIT GROUP SECURITIZATION CORPORATION II, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the board, adopted a
resolution proposing and declaring advisable the certain amendments to the
Certificate of Incorporation of said corporation. The resolutions setting forth
the proposed amendments are as follows:
RESOLVED, that the Certificate of Incorporation of The CIT Group
Securitization Corporation II be amended by changing the ELEVENTH Article
thereof so that, as amended, said Article shall be and shall read in its
entirety as follows:
"ELEVENTH: The Corporation will not issue any securities (other than
common stock of the Corporation), nor will it act as settlor or
depositor of any trust or other entity which issues securities of any
securities, if either such action would result in the downgrading by
any nationally recognized statistical rating organization (as defined
in Rule 15c3-1 under the Securities Exchange Act of 1934 or any
successor Rule) of any outstanding securities of either the
Corporation or any trust or other entity of which the Corporation is
the settlor or depositor (an "NRSO"), which securities are then rated
by such nationally recognized statistical rating organization."
<PAGE>
RESOLVED, that the Certificate of Incorporation of The CIT Group
Securitization Corporation II be amended and changing the TWELFTH Article
thereof so that, as amended, said Article shall read in its entirety and shall
be as follows:
"TWELFTH: In the event Moody's Investor's Service, Inc.'s (hereinafter
referred to as "Moody's") rating of the long-term debt of The CIT
Group Holding's, Inc. falls below A-2, one additional Independent
Director shall be elected to the Board of Directors of the
Corporation."
RESOLVED, that the Certificate of Incorporation of The CIT Group
Securitization Corporation II be amended by adding in its entirety the following
Article THIRTEENTH and shall read in its entirety and shall be as follows:
"THIRTEENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute,
and all rights conferred upon stockholders herein are granted subject
to this reservation, provided that, none of Articles THIRD, FIFTH,
EIGHTH, NINTH, TENTH, ELEVENTH or TWELFTH shall be amended without the
affirmative vote of all the directors, including the Independent
Director, or if there is more than one, all of the Independent
Directors. The Corporation shall provide notice to each NRSO of any
amendment to any of Articles THIRD, FIFTH, EIGHTH, NINTH, TENTH,
ELEVENTH or TWELFTH within a reasonable period of time after the
adoption of such amendment."
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the sole shareholder of said corporation, did consent in lieu of an annual
meeting, to the Amendment to the Certificate of Incorporation adopted by the
Board of Directors, in accordance with the applicable provisions of Section 228
of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid Amendment was duly adopted in accordance with the
applicable provisions of Sections 141(f), 228 and 242 of the General Corporation
Law of the State of Delaware.
<PAGE>
IN WITNESS WHEREOF said THE CIT GROUP SECURITIZATION CORPORATION II has
caused this Certificate to be signed by Joseph Leone, its Executive Vice
President, and attested by Norman H. Rosen, its Secretary, this 15th day of
February, 1995.
THE CIT GROUP SECURITIZATION CORPORATION II
By /s/ JOSEPH LEONE
---------------------
Joseph Leone
Executive Vice President
ATTEST:
By /s/ NORMAN H. ROSEN
-----------------------
Norman H. Rosen
Secretary
<PAGE>
