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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 1996
The CIT Group Securitization Corporation II
The CIT Group Holdings, Inc.
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(Exact name of each registrant as specified in its charter)
Delaware
Delaware
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(State or other jurisdiction of incorporation)
333-07249 22-3328188
13-2994534
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(Commission File Number) (IRS Employer Identification No.)
650 CIT Drive
Livingston, New Jersey 07039
1211 Avenue of the Americas
New York, New York 10036
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(Address of principal executive offices and zip code)
Registrants' telephone number, including area code: (201) 740-5000
(212) 536-1950
N/A
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(Former name or former address, if changed since last report.)
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Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits.
The following are filed herewith. The exhibit numbers correspond
with Item 601(b) of Regulation S-K.
Exhibit No. Description
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8.2 Opinion of Crowe & Dunlevy, P.C. with respect to tax matters
23.4 Consent of Crowe & Dunlevy, P.C.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, each registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE CIT GROUP SECURITIZATION
CORPORATION II
By: /s/ JAMES J. EGAN, JR.
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Name: James J. Egan, Jr.
Title: President
THE CIT GROUP HOLDINGS, INC.
By: /S/ ERNEST D. STEIN
------------------------
Name: Ernest D. Stein
Title: Executive Vice President
Dated: August 13, 1996
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Exhibit 8.2
[LETTERHEAD OF CROWE & DUNLEVY]
August 9, 1996
The CIT Group/Sales Financing, Inc.
650 CIT Drive
Livingston, New Jersey 07039
Re: CIT RV TRUST 1996-B
Ladies and Gentlemen:
For the purpose of the offering of Asset-Backed Notes and Asset-Backed
Certificates issued by CIT RV Trust 1996-B (the "Trust"), we have acted as
Oklahoma tax counsel for you and the Trust regarding the anticipated Oklahoma
income tax characterization of the Trust, which is properly treated as a
nonpublicly traded Partnership for federal income tax purposes.
This letter is pursuant to your request that we advise The CIT
Group/Sales Financing, Inc. regarding the likely characterization under Oklahoma
income tax law of the Trust (which will purchase RV notes and/or chattel paper
from a CIT "special purpose corporation" after purchase by the special purpose
corporation from The CIT Group/Sales Financing, Inc.) that is treated as a
nonpublicly traded Partnership for federal income tax purposes.
I. Assumptions and Opinion
-----------------------
In rendering the opinions expressed herein, we have made the following
assumptions, the accuracy of which we have not verified:
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The CIT Group/Sales Financing, Inc.
August 9, 1996
Page 2
1. The Trust has been properly characterized as a nonpublicly traded
Partnership for federal income tax purposes.
2. Any Notes issued by the Trust have been properly characterized as
debt for federal income tax purposes.
Based upon the foregoing and in reliance thereon, and upon
consideration of applicable Oklahoma income tax laws, and subject to the
qualifications and limitations described below, we are of the following
opinions:
1. The Trust will be characterized as a nonpublicly traded
Partnership for purposes of Oklahoma income tax laws, and the nonpublicly traded
Partnership will not be taxed as an entity, but rather, the profits, income,
losses, and deductions of the Trust will, for income tax purposes, flow through
the Trust to the partner level. 68 Okla. Stat. (S) 2353(3) (1995 Supp.);
Oklahoma Tax Commission Rule (S) 710:50-3-35.
2. The Notes will be characterized as debt for Oklahoma income tax
purposes. 68 Okla. Stat. (S) 2353(3) (1995 Supp.); Oklahoma Tax Commission
Rule (S) 710:50-3-35. Noteholders not otherwise subject to taxation in Oklahoma
should not become subject to taxation in Oklahoma because of the holder's
ownership of Notes. However, a Noteholder already subject to Oklahoma's income
tax could be required to pay additional Oklahoma income tax as a result of the
holder's ownership or disposition of Notes.
II. Additional Discussion
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For the purpose of this additional discussion, we have made the
following assumptions, the accuracy of which we have not verified:
1. The Trust is organized as a business trust under the laws of
Delaware. The activities of the Trust occurring within the State of Oklahoma
consist solely of the maintenance of the original notes and/or chattel paper and
of the related contract files and documents with a custodian within the State of
Oklahoma and of the activities described in Paragraph 4 below.
2. Less than ten percent (10%) of the notes and/or chattel paper
acquired by the Trust will originate in Oklahoma.
3. The Trust will acquire the notes and/or chattel paper in a series
of transactions occurring outside of Oklahoma.
4. The only activities which the Servicer, as Servicer of the Trust,
will conduct in Oklahoma is the servicing of the loans evidenced by the notes
and chattel paper including without
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The CIT Group/Sales Financing, Inc.
August 9, 1996
Page 3
limitation: (i) the maintenance of custody of the notes and/or chattel paper;
(ii) the maintenance of the administrative records concerning payments and
outstanding balances on the notes and/or chattel paper; (iii) the receipt of the
payments on the notes and/or chattel paper; (iv) the deposit of the payments
received on the notes and/or chattel paper in an Oklahoma financial institution
for purposes of collection; (v) the collection activities relating to the notes
and/or chattel paper; and (vi) the repossession and sale of the collateral
therefor.
As a nonpublicly traded Partnership for Oklahoma and federal income
tax purposes, the Oklahoma distributive share of the partnership income, gains,
losses or deductions of the partnership to be reported by the partners shall be
the same portion of that reported for federal income tax purposes, as the
Oklahoma income, gain, losses or deductions determined under (S)(S) 2358 and
2362 of Title 68 of the Oklahoma Statutes for said partnership, bears to the
federal income, gains, losses or deductions. 68 Okla. Stat. (S) 2363 (1991).
The Oklahoma taxable income of a nonresident includes the distributive share of
the Oklahoma part of partnership income, gains, losses or deductions. 68 Okla.
Stat. (S) 2362(4) (1995 Supp.). However, income from intangible personal
property of a nonresident of Oklahoma is generally excluded from Oklahoma
taxable income except to the extent that such income is from property employed
in an Oklahoma trade or business or from property that has acquired a nonunitary
business or commercial situs in Oklahoma. 68 Okla. Stat. (S)(S) 2358(A)(4)(b),
2362(6) (1995 Supp.). We believe it is unlikely that the Oklahoma Tax
Commission would attempt to classify the income of the Trust as Oklahoma source
income or as arising from an Oklahoma trade or business. Accordingly, a
nonresident of Oklahoma should not incur Oklahoma taxable income solely as a
result of the ownership in the Trust. However, we are not aware of any
authority or pronouncement of the Oklahoma Tax Commission or the Oklahoma courts
addressing this issue on comparable facts and no absolute assurance can be given
in this regard.
III. Qualifications and Limitations
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In preparing this letter, we have reviewed Oklahoma Statutes, Oklahoma
court decisions and Oklahoma administrative rules and decisions, generally
available to the public as of the date of this letter. We have no obligation to
update or supplement this opinion to reflect any facts or circumstances that may
hereafter come to our attention or any changes in the law that may hereafter
occur which place a different interpretation on the law other than that which
has been applied herein, including interpretations of the law whether by way of
Oklahoma statutory enactments or amendments, judicial decisions or
administrative actions.
This opinion has been rendered solely for the benefit of The CIT
Group/Sales Financing, Inc., and the Trust for use in the Trust's offering of
the Asset-Backed Notes and the Asset-Backed Certificates and may not be used,
circulated, quoted, relied upon or otherwise referred to for any other purpose
without our prior written consent; provided, however, that this opinion may be
delivered to your regulators, accountants, attorneys and other professional
advisers and may be used in connection with any legal or regulatory proceeding
relating to the subject matter of this opinion and the attached disclosure
statement entitled "Certain State Tax Consequences" may be included in the
Prospectus related to the
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The CIT Group/Sales Financing, Inc.
August 9, 1996
Page 4
offering. The undersigned shall not be responsible, liable or obligated to any
third party who may obtain access to this letter.
Very truly yours,
CROWE & DUNLEVY
A Professional Corporation
By: /s/ James H. Holloman, Jr.
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James H. Holloman, Jr.
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Exhibit 23.4
[LETTERHEAD OF CROWE & DUNLEVY]
August 12, 1996
The CIT Group/Sales Financing, Inc.
650 CIT Drive
Livingston, New Jersey 07039
Re: CIT RV Trust 1996-B
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Ladies and Gentlemen:
We hereby confirm that the statements set forth in the Prospectus
Supplement under the heading "Certain State Tax Consequences" accurately
describe the material Oklahoma income tax consequences to holders of the
securities, as limited by the discussion in our opinion letter dated August 9,
1996.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Commission
thereunder.
Very truly yours,
CROWE & DUNLEVY,
A Professional Corporation
By: /s/ James H. Holloman, Jr.
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James H. Holloman, Jr.
:clm
