<PAGE>
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): June 5, 1998
The CIT Group Securitization Corporation II
The CIT Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
333-36061 22-3328188
333-36061-01 22-3411516
Commission File Number) (IRS Employer Identification No.)
650 CIT Drive
Livingston, New Jersey 07039-0491
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices and zip code)
(973) 740-5000
(212) 536-1950
Registrants' telephone number, including area code:
N/A
(Former name or former address, if changed since last report)
<PAGE>
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
25 Statement of Eligibility of Trustee
SIGNATURE
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.
The CIT Group Securitization
Corporation II
By: /s/ Frank Garcia
Name: Frank Garcia
Title: Vice President
The CIT Group, Inc.
By: /s/ Frank Garcia
Name: Frank Garcia
Title: Vice President
Dated: June 10, 1998
<PAGE>
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
____________________
THE FIRST NATIONAL BANK OF MARYLAND
(Exact name of trustee as specified in its charter)
United States
52-0312840
(State or other jurisdiction
of incorporation or formation)
(I.R.S. Employer Identification
No.)
25 South Charles Street
Baltimore, Maryland
(Address of principal executive offices)
21201
(Zip code)
Gregory K. Thoreson, General Counsel
The First National Bank of Maryland
25 South Charles Street
Baltimore, Maryland 21201
(410) 244-3800
(Name, address and telephone number of agent
for service of process)
The CIT Group Securitization Corporation II
(Exact name of obligor as specified in its charter)
New Jersey
(State or other jurisdiction
of incorporation or formation)
22-3328188
(I.R.S. Employer Identification
No.)
650 CIT Drive
Livingston, New Jersey
(Address of principal executive offices)
07039
(Zip code)
CIT RV Trust 1998-A
(Title of the indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or
supervising authority to which it is subject.
Comptroller of the Currency, Washington, D.C.
20219.
Federal Reserve Bank of Richmond, Richmond,
Virginia 23261.
Federal Deposit Insurance Corporation,
Washington, D.C. 20429.
(b) Whether it is authorized to exercise corporate
trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe
each such affiliation.
None.
(Because responses from the obligor and the
underwriters have not yet been received, Item 2 is at
the date hereof based upon incomplete information but
is believed to be correct and may be considered to be
complete unless modified by an amendment to this Form
T-1).
Item 16. List of Exhibits.
List below all exhibits filed as a part of this
statement of eligibility.
Exhibit
1
A copy of the articles of association of the trustee as
now in effect is incorporated herein by reference to
Exhibit 1 to Form T-1 (Exhibit 25 to the Registration
Statement on Form S-3, Registration No. 333-27305)
<PAGE>
2
A copy of the certificate of authority of the trustee to
commence business is incorporated herein by reference to
Exhibit T1-2 to Form T-1 (Exhibit 26 to the Registration
Statement on Form S-2, Registration No. 2-98697)
3
A copy of the authorization of the trustee to exercise
corporate trust powers is incorporated herein by
reference to Exhibit T1-3 of Amendment No. 1 to Form T-1
(Exhibit 26 to the Registration Statement on Form S-3,
Registration No. 33-18373)
4
A copy of the existing bylaws of the trustee is
incorporated herein by reference to Exhibit 4 to Form T-
1 (Exhibit 25 to the Registration Statement on Form S-3,
Registration No. 333-27305)
5
Not applicable
6
The consent of the trustee required by Section 321(b) of
the Act
7
A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority
8
Not applicable
9
Not applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act
of 1939, the Trustee, The First National Bank of Maryland, a
corporation organized and existing under the laws of the United
States of America, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Baltimore and State of Maryland,
on June 5, 1998.
THE FIRST NATIONAL BANK OF MARYLAND
By: /s/Robert D. Brown
Robert D. Brown
Assistant Vice President
<PAGE>
Exhibit 6
Consent of Trustee
Pursuant to the requirements of Section 321(b) of the
Trust Indenture Act of 1939, in connection with the issuance by
CIT Group Securitization Corporation II, we hereby consent that
reports of examination by Federal, state, territorial or district
authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.
THE FIRST NATIONAL BANK OF MARYLAND
By: /s/ Robert D. Brown
Robert D. Brown
Assistant Vice President
<PAGE>
Exhibit 7
Report of Condition Consolidating Domestic and Foreign
Subsidiaries of The First National Bank of Maryland, Baltimore,
Maryland at the close of business on December 31, 1997 published
in response to call made by Comptroller of the Currency, under
Title 12, United States Code, Section 161, Charter No. 04822,
Comptroller of the Currency, Richmond District.
CONSOLIDATED REPORT OF CONDITION
(Dollars in Thousands)
ASSETS
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin
$ 881,915
Interest-bearing balances
1,061
Securities:
Held-to-maturity securities
- -0-
Available-for-sale securities
2,195,182
Federal funds sold and securities purchased
under agreements to resell
565,780
Loans and lease financing receivables:
Loans and leases, net of unearned income
5,907,801
LESS: Allowance for loan and lease losses
100,347
LESS: Allocated transfer risk reserve
3,800
Loans and leases, net of unearned income,
allowance, and reserve
5,803,654
Trading assets
65,893
Premises and fixed assets (including
capitalized leases)
77,843
Other real estate owned
10,990
Investments in unconsolidated subsidiaries
and associated companies
1,961
Customers' liability to this bank
on acceptances outstanding
11,627
Intangible assets
50,088
Other assets
372,428
TOTAL ASSETS
10,038,422
<PAGE>
LIABILITIES
Deposits:
In domestic offices
$6,770,232
Noninterest-bearing
2,488,946
Interest-bearing
4,281,286
In foreign offices, Edge and Agreement
subsidiaries, and IBFs
337,709
Noninterest-bearing
0
Interest-bearing
337,709
Federal funds purchased and securities
sold under agreements to repurchase
1,571,987
Demand notes issued to the U.S. Treasury
5,568
Trading liabilities
61,464
Other borrowed money:
With a remaining maturity of one year or less
120,000
With a remaining maturity of more than one
year through three years
- -0-
With a remaining maturity of more than three
years
- -0-
Bank's liability on acceptances
executed and outstanding
11,627
Subordinated notes and debentures
174,000
Other liabilities
294,695
TOTAL LIABILITIES
$9,347,282
EQUITY CAPITAL
Perpetual preferred stock and related surplus
- -0-
Common Stock
18,448
Surplus
244,106
Undivided profits and capital reserves
410,477
Net unrealized holding gains (losses)
on available-for-sale securities
18,109
Cumulative foreign currency translation
adjustments
- -0-
TOTAL EQUITY CAPITAL
$ 691,140
TOTAL LIABILITIES AND EQUITY CAPITAL
$10,038,422
