As filed with the Securities and Exchange Commission
on September 15, 1998
Registration Statement No. 333-
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE CIT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1211 Avenue of the Americas, New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)
THE CIT GROUP INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Ernest D. Stein, Esq.
Executive Vice President, General Counsel & Secretary
The CIT Group, Inc.
1211 Avenue of the Americas
New York, New York 10036
(Name and address of agent for service)
(212) 536-1390
(Telephone number, including area code, of agent for service)
Please send copies to:
Michael R. Littenberg, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per offering fee
(1) share(2) price(2)
- --------------------------------------------------------------------------------
Class A Common Stock,
$.01 par value per share 500,000 $26.25 $13,125,000.00 $3,871.88
================================================================================
(1) Maximum number of shares authorized for issuance pursuant to the Employee
Stock Purchase Plan (the "Plan") of The CIT Group, Inc. Also registered
hereunder are such additional number of shares of Class A Common Stock ("Common
Stock"), presently undeterminable, as may be necessary to satisfy the
antidilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), and based on the average of the high and low prices of the
Common Stock as reported on the New York Stock Exchange Composite Tape on
September 11, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will
be sent or given to employees participating in the Plan as specified by Rule
428(b)(2) of the Securities Act. Those documents and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission (the "SEC") allows the Company to
"incorporate by reference" the information the Company files with the SEC, which
means the Company can disclose important information to investors by referring
investors to those documents. The information incorporated by reference is an
important part of this Registration Statement, and information the Company files
later will automatically update and supersede this information. The following
documents are incorporated by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
2. The Company's Current Reports on Form 8-K dated January 15, 1998,
January 28, 1998, March 24, 1998, April 22, 1998, June 5, 1998, July 22, 1998,
July 29, 1998 and August 27, 1998;
3. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998; and
4. The description of the Common Stock contained in registration statement
no. 333-36435, initially filed by the Company with the SEC on September 26, 1997
under the Securities Act, which is incorporated by reference into the
registration statement on Form 8-A, filed by the Company with the SEC on October
29, 1997 pursuant to the Securities Exchange Act of 1934, (the "Exchange Act").
The Company also incorporates by reference in this Registration Statement
all reports and other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and before the Company files a post-effective amendment which
indicates that all securities have been sold or which deregisters all securities
remaining unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The legality of the issuance of the Common Stock being registered hereby
is being passed upon by Schulte Roth & Zabel LLP, 900 Third Avenue, New York,
New York 10022, counsel for the Company. Paul N. Roth, a director of the
Company, is a partner of Schulte Roth & Zabel LLP.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 further provides that: (i) to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith; and (ii) indemnification provided for by Section 145 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled. In addition, Section 145 empowers the corporation to purchase and
maintain insurance on behalf of any person acting in any capacities set forth in
the second preceding paragraph against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Article X of the By-Laws of the Company provides, in effect, that, in
addition to any rights afforded to an officer, director or employee of the
Company by contract or operation of law, the Company may indemnify any person
who is or was a director, officer, employee, or agent of the Company, or of any
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other corporation which he served at the request of the Company, against any and
all liability and reasonable expense incurred by him in connection with or
resulting from any claim, action, suit, or proceeding (whether brought by or in
the right of the Company or such other corporation or otherwise), civil or
criminal, in which he may have become involved, as a party or otherwise, by
reason of his being or having been such director, officer, employee, or agent of
the Company or such other corporation, whether or not he continues to be such at
the time such liability or expense is incurred, provided that such person acted
in good faith and in what he reasonably believed to be the best interests of the
Company or such other corporation, and, in connection with any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
In addition, the Company maintains directors' and officers' reimbursement
and liability insurance pursuant to standard form policies with aggregate limits
of $90,000,000. The risks covered by such policies do not exclude liabilities
under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as part of this
Registration Statement:
Exhibit
Number
- ------
4 The CIT Group, Inc. Employee Stock Purchase Plan, effective as
of October 1, 1998.
5 Opinion of Schulte Roth & Zabel LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Schulte Roth & Zabel LLP (included in Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(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;
(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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
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any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant 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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Livingston, State of New Jersey, on this 15th day
of September, 1998.
THE CIT GROUP, INC.
By: /s/ ERNEST D. STEIN
---------------------------
Ernest D. Stein
Executive Vice President,
General Counsel & Secretary
II-I
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on this 15th day of September, 1998.
Signature and Title
/s/ ALBERT R. GAMPER, JR. *By: /s/ ERNEST D. STEIN
- ------------------------- -------------------
Albert R. Gamper, Jr. Ernest D. Stein
President, Chief Executive Officer Attorney-in-Fact
and Director (principal executive officer)
/s/ JOSEPH M. LEONE
- --------------------------
Joseph M. Leone
Executive Vice President and
Chief Financial Officer
(principal financial and accounting
officer)
*
- --------------------------
Takasuke Kaneko
Director
*
- --------------------------
Hisao Kobayashi
Director
*
- --------------------------
Daniel P. Amos
Director
*
- --------------------------
Yoshiro Aoki
Director
*
- --------------------------
Joseph A. Pollicino
Director
*
- --------------------------
Paul N. Roth
Director
*
- --------------------------
Peter J. Tobin
Director
*
- --------------------------
Tohru Tonoike
Director
*
- --------------------------
Alan F. White
Director
II-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Company's
Employee Benefit Plans Committee, as administrator of the Company's Employee
Stock Purchase Plan, has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Township of
Livingston, State of New Jersey, on this 15th day of September, 1998.
THE CIT GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ WILLIAM M. O'GRADY
---------------------------------------
Name: William M. O'Grady
Title: Member of Employee Benefit Plans
Committee, as Plan Administrator
II-3
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EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
4 The CIT Group, Inc. Employee Stock Purchase
Plan, effective as of October 1, 1998
5 Opinion of Schulte Roth & Zabel LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Schulte Roth & Zabel LLP (included in Exhibit 5)
24 Powers of Attorney
Exhibit 4
THE CIT GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of The CIT Group, Inc. Employee
Stock Purchase Plan (the "Plan") of The CIT Group, Inc. (the "Company").
1. Purpose. The purpose of the Plan is to provide employees of the Company
and its subsidiaries with an opportunity to purchase shares of Common Stock of
the Company through payroll deductions. It is the intention of the Company to
have the Plan qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended (the "Code"). The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.
2. Definitions.
(a) "Account" shall mean the account established for each Participant
under the Plan.
(b) "Base Salary" shall mean an Employee's salary or wages for each pay
period during any Offering Period as determined from the payroll records of the
Company.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Broker" shall mean the brokerage firm designated in Section 9.
(e) "Closing Date" shall mean the last business day of each Offering
Period.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(g) "Committee" shall mean the Employee Benefit Plans Committee of the
Company.
(h) "Common Stock" shall mean the Class A common stock of the Company par
value $.01 per share.
(i) "Company" shall mean The CIT Group, Inc., a Delaware corporation.
(j) "Employee" shall mean any person who is customarily employed for at
least twenty (20) hours per week by the Company or a Subsidiary.
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(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(l) "Fair Market Value" shall mean on any day, with respect to Common
Stock of the Company which is (a) listed on a United States securities exchange,
the last sales price of such stock on such day on the largest United States
securities exchange on which such stock shall have traded on such day, or if
such day is not a day on which a United States securities exchange is open for
trading, on the immediately preceding day on which such securities exchange was
open, (b) not listed on a United States securities exchange but is included in
The NASDAQ Stock Market System (including The NASDAQ National Market), the last
sales price on such system of such stock on such day, or if such day is not a
trading day, on the immediately preceding trading day, or (c) neither listed on
a United States securities exchange nor included in The NASDAQ Stock Market
System, the fair market value of such stock as determined from time to time by
the Board in good faith in its sole discretion.
(m) "Offering Date" shall mean the first business day of each Offering
Period.
(n) "Offering Period" shall mean each three (3) month period when Options
for shares of Common Stock are offered by the Company.
(o) "Option" shall mean the right of a Participant to purchase shares of
Common Stock of the Company under the Plan.
(p) "Participant" shall mean an Employee of the Company or Subsidiary who
is enrolled in the Plan in accordance with Section 3 hereof.
(q) "Plan" shall mean The CIT Group, Inc. Employee Stock Purchase Plan.
(r) "Subsidiary" shall mean a corporation, domestic or foreign, of which
not less than fifty percent (50%) of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
3. Eligibility.
(a) As soon as administratively possible, any Employee who shall be
employed by the Company or one of its Subsidiaries shall be eligible to
participate in the Plan as of the date of the first Offering Period following
the Employee's commencement of employment with the Company or a Subsidiary.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an Option under the Plan (i) if, immediately after the
grant, such Employee would own shares of Common Stock or hold outstanding
options to purchase shares of Common
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Stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of shares of the Company or of any Subsidiary of the
Company, or (ii) which causes him or her to purchase shares of Common Stock
under all employee stock purchase plans of the Company and its Subsidiaries
which have a Fair Market Value which exceeds Twenty-Five Thousand Dollars
($25,000) (determined at the time such Option is granted) for each calendar year
in which such Option is outstanding at any time.
4. Offering Dates. The Plan shall be implemented by one offering during
each three (3) month period (calendar quarter) of the Plan, commencing on
October 1, 1998, and continuing thereafter until terminated in accordance with
Section 21 hereof. The Offering Periods for each calendar quarter are as
follows:
October 1 - December 31
January 1 - March 31
April 1 - June 30
July 1 - September 30
The Committee shall have the power to change the duration of Offering
Periods with respect to future offerings without shareholder approval if such
change is announced at least fifteen (15) days prior to the scheduled beginning
of the first Offering Period to be affected.
5. Participation. An eligible Employee may become a Participant in the
Plan by authorizing payroll deductions in such form or manner as the Committee
may prescribe prior to the applicable Offering Date. Once authorized, such
authorization for payroll deductions shall commence on the first Offering Date
after authorization is effected and shall remain effective for all subsequent
Offering Periods until the Participant withdraws from the Plan as provided in
Section 11 hereof or, subject to Section 6 hereof, authorizes a change in the
amount of his or her payroll deductions.
6. Payroll Deductions.
(a) At the time a Participant authorizes payroll deductions, he or she
shall elect to have payroll deductions made on each payday during subsequent
Offering Periods at a rate between one percent (1%) and ten percent (10%) of
Base Salary (such percentage representing a whole number percentage).
(b) All payroll deductions made by a Participant shall be credited to his
or her Account under the Plan. A Participant may not make any additional
payments into such Account.
(c) A Participant may increase or decrease his or her rate of payroll
deductions (within the limitations set forth in Section 6(a) hereof) to be
effective for the next Offering Period by authorizing a new rate of payroll
deductions at least fifteen (15) days
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before the beginning of such Offering Period. A Participant may not increase or
decrease the rate of payroll deductions during an Offering Period to be
effective for that Offering Period.
(d) A Participant must continue payroll deductions for the duration of the
Offering Period in order to exercise an Option in accordance with Section 8
hereof. In the event that a Participant does not continue payroll deductions for
the entire Offering Period, such Participant shall be treated as withdrawing
from such Offering Period in accordance with Section 11(a) hereof.
7. Grant of Option.
(a) On each Offering Date, each eligible Employee participating in the
Plan shall be granted an Option to purchase (at the per share Option price) up
to a number of shares of the Company's Common Stock determined by dividing the
Employee's to be accumulated payroll deductions (not to exceed an amount equal
to ten percent (10%) of his or her Base Salary during the applicable Offering
Period) by eighty-five percent (85%) of the Fair Market Value of a share of the
Company's Common Stock on the Closing Date.
(b) The Option price per share of such shares of Common Stock shall be
eighty-five percent (85%) of the Fair Market Value of a share of the Common
Stock of the Company on the Closing Date.
8. Exercise of Option. Unless a Participant withdraws from the Plan as
provided in Section 11 hereof, his or her Option for the purchase of shares of
Common Stock will be exercised automatically on the Closing Date, and the
maximum number of whole and fractional shares (rounded to the nearest ten
thousandth) of Common Stock subject to the Option will be purchased for him or
her at the applicable Option price with the accumulated payroll deductions in
his or her Account. During his or her lifetime, a Participant's Option to
purchase shares of Common Stock hereunder is exercisable only by him or her.
9. Designation of Broker and Participant's Account with Broker. The
Company has designated Morgan Stanley Dean Witter & Co. and its affiliates to
open and maintain an Account for each Participant. The Company reserves the
right to change such designation at any time without prior notice to
Participants and the Broker has reserved the right to terminate its services as
Broker under the Plan at any time. The Broker shall deliver to each Participant
as promptly as practicable, by mail or otherwise, all notices of meetings, proxy
statements and other materials distributed by the Company to its shareholders.
The whole and fractional shares in each Participant's Account shall be voted in
accordance with the Participant's signed proxy instructions duly delivered to
the Broker by mail or otherwise, in accordance with the rules applicable to
stock listed on the New York Stock Exchange.
10. Delivery of Certificates. A Participant may request, in accordance
with Section 22 hereof, that the Company arrange for the delivery of a
certificate representing the number of whole shares of Common Stock of the
Company purchased upon exercise of the Participant's
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Option as promptly as practicable after each Closing Date. A Participant may not
require delivery for a fractional share, but may instruct the Broker to sell the
fractional share. In connection with the delivery of certificates to a
Participant, the Committee may, in its sole discretion, impose a reasonable
charge.
11. Withdrawal; Termination of Employment.
(a) A Participant may withdraw all but not less than all the payroll
deductions credited to his or her Account under the Plan at any time prior to
the Closing Date by giving notice to the Committee in such form or manner as the
Committee may prescribe. All of the Participant's payroll deductions credited to
his or her Account will be paid to him or her as soon as administratively
possible after receipt of his or her notice of withdrawal and his or her Option
for the current Offering Period will be automatically terminated, and no further
payroll deductions for the purchase of shares of Common Stock will be made
during such Offering Period.
(b) Upon termination of the Participant's employment prior to the Closing
Date for any reason, including retirement or death, the payroll deductions
credited to his or her Account will be returned to him or her or, in the case of
his or her death, to the person or persons entitled thereto under Section 16
hereof, as soon as administratively possible, and his or her Option will be
automatically terminated.
(c) In the event an Employee fails to remain in the continuous employ of
the Company or one of its Subsidiaries for at least twenty (20) hours per week
during the Offering Period in which the employee is a Participant, he or she
will be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to his or her Account will be returned to him or her as soon
as administratively possible and his or her Option will be terminated.
(d) A Participant's withdrawal from an Offering Period will not have any
effect upon his or her eligibility to participate in a succeeding offering or in
any similar plan which may hereafter be adopted by the Company. However, in such
a case, the Participant must authorize the resumption of payroll deductions and
the rate of such payroll deductions.
12. No Interest. No interest shall accrue on the payroll deductions held
in the Account of a Participant in the Plan.
13. Stock.
(a) The maximum number of shares of Common Stock which shall be made
available for sale under the Plan shall be five hundred thousand (500,000),
subject to adjustment upon changes in capitalization of the Company as provided
in Section 20 hereof. The shares of Common Stock to be sold to Participants
under the Plan may, at the election of the Company, be either treasury shares,
authorized but unissued shares or publicly traded shares. If at the termination
of any
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Offering Period the total number of shares of Common Stock which would otherwise
be subject to Options granted pursuant to Section 7(a) hereof exceeds the number
of shares of Common Stock then available under the Plan (after deduction of all
shares of Common Stock for which Options have been exercised or are then
outstanding), the Company shall promptly notify the Participants, and shall, in
its sole discretion (i) make a pro rata allocation of the shares of Common Stock
remaining available for Option grant in as uniform a manner as shall be
practicable and as it shall determine to be equitable, (ii) terminate the
Offering Period without issuance of any shares of Common Stock or (iii) obtain
shareholder approval for an increase in the number of shares of Common Stock
authorized under the Plan such that all Options could be exercised in full. The
Company may delay determining which of (i), (ii) or (iii) above it shall decide
to effect, and may accordingly delay issuances of any shares of Common Stock
under the Plan for such time as is necessary to attempt to obtain shareholder
approval for any increase in shares of Common Stock authorized under the Plan.
The Company shall promptly notify Participants of its determination to effect
(i), (ii) or (iii) above upon making such decision. A Participant may withdraw
all but not less than all the payroll deductions credited to his or her Account
under the Plan at any time prior to such notification from the Company. In the
event the Company determines to effect (i) or (ii) above, it shall promptly upon
such determination return to each Participant all payroll deductions not applied
towards the purchase of shares of Common Stock.
(b) The Participant will have no interest or voting right in shares of
Common Stock covered by his or her Option until such Option has been exercised.
(c) Shares of Common Stock to be delivered to a Participant under the Plan
shall be registered in the name of the Participant.
14. Dividends. Cash dividends for shares of Common Stock in Participants'
Accounts under the Plan shall not be distributed to Participants directly, but
shall be automatically invested in shares of Common Stock at the full Fair
Market Value on the date of such investment as soon as administratively possible
after such dividends are paid by the Company. Such shares of Common Stock will
be held in Accounts under the Plan.
15. Administration. The Plan shall be administered by the Committee. The
administration, interpretation or application of the Plan by the Committee shall
be final, conclusive and binding upon all Participants.
16. Designation of Beneficiary. The beneficiary or beneficiaries of the
Participant to receive any shares of Common Stock and cash, if any, from the
Participant's Account under the Plan in the event of such Participant's death
prior to delivery to him or her of such shares of Common Stock and cash shall be
determined under the Company's Group Life Insurance Plan. A Participant under
the Plan may, from time to time, name any beneficiary or beneficiaries to
receive any
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shares of Common Stock and cash, if any, from the Participant's Account under
the Plan. Each such designation shall revoke all prior designations by the same
Participant, including the beneficiary designated under the Company's Group Life
Insurance Plan, and will be effective only when filed by the Participant in
writing (in such form or manner as may be prescribed by the Committee) with the
Company during the Participant's lifetime.
17. Transferability. Neither payroll deductions credited to a
Participant's Account nor any rights with regard to the exercise of an Option or
to receive shares of Common Stock under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution or as provided in Section 16 hereof) by the
Participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with Section 11 hereof.
18. No Segregation of Funds. The Company shall not be obligated to
segregate payroll deductions received or held by the Company under the Plan.
Such payroll deductions shall be used to purchase shares of Common Stock under
the Plan in accordance with Section 8 hereof.
19. Reports. Individual Accounts will be maintained for each Participant
in the Plan. Statements of Account will be given to Participants within a
reasonable period of time following each Closing Date.
20. Adjustments Upon Changes in Capitalization. Subject to any required
action by the shareholders of the Company, the number of shares of Common Stock
covered by each Option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but have not yet been placed under Option (collectively, the
"Reserves"), as well as the price per share of Common Stock covered by each
Option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split or the payment of a stock dividend (but only
on the Common Stock) or any other increase or decrease in the number of shares
of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration".
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issue by the Company of shares of stock of any class, or securities convertible
into or exercisable for shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.
The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding
7
<PAGE>
Option under the Plan, in the event that the Company effects one or more
reorganizations, recapitalizations, rights offerings or other increases or
reductions of shares of its outstanding Common Stock, and in the event of the
Company being consolidated with or merged into any other corporation.
21. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Committee may at any time amend, alter,
suspend or discontinue the Plan, but no amendment, alteration, suspension or
discontinuation shall be made which would impair the rights of any Participant
under any Option theretofore granted without his or her consent.
(b) Shareholder Approval of Amendments. The Company shall obtain
shareholder approval of any Plan amendment to the extent necessary and desirable
to comply with Rule 16b-3 promulgated under the Exchange Act or with Section 423
of the Code (or any successor statute or rule or other applicable law, rule or
regulation), such shareholder approval to be obtained in such a manner and to
such a degree as is required by the applicable law, rule or regulation.
(c) Effect of Amendment or Termination. Any such amendment or termination
of the Plan shall not affect Options already granted hereunder and such Options
shall remain in full force and effect as if this Plan had not been amended or
terminated.
22. Notices. All notices or other communications by a Participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof. All notices or
other communications to a Participant by the Company shall be deemed to have
been duly given when sent by the Company by regular mail to the address of the
Participant on the human resources records of the Company.
23. Conditions Upon Issuance of Shares of Common Stock. Shares of Common
Stock shall not be issued with respect to an Option unless the exercise of such
Option and the issuance and delivery of such shares of Common Stock pursuant
thereto shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange or automated quotation system upon which the
shares of Common Stock may then be listed or quoted, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the shares of Common Stock are being purchased only for investment
and without any present intention to sell or distribute such shares of Common
Stock if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned applicable provisions of law.
8
<PAGE>
24. No Contract of Employment. The Plan is not and shall not be deemed to
constitute a contract of employment between the Company and any Employee or
other individual, nor shall anything herein contained be deemed to give any
Employee or other individual any right to be retained in the Company's employ or
to in any way limit or restrict the Company's right or power to discharge any
Employee or other individual at any time and to treat him without any regard to
the effect which such treatment might have upon him as a Participant of the
Plan.
25. Governing Law. The Plan shall be construed in accordance with and
governed by the laws of the state of New York.
26. Effective Date and Approval of Plan by Shareholders. The Plan shall
become effective on October 1, 1998, subject however, to receipt of approval of
the Plan by shareholders of the Company in accordance with Section 423(b)(2) of
the Code.
9
EXHIBIT 5
[LETTERHEAD OF SCHULTE ROTH & ZABEL LLP]
September 15, 1998
The CIT Group, Inc.
1211 Avenue of the Americas
New York, New York 10036
Dear Sirs:
We have acted as counsel to The CIT Group, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing by the Company
with the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), relating to the offer and sale of an
aggregate of 500,000 shares of Class A Common Stock, par value $.01 per share,
of the Company (the "Shares") issuable to participants in the Company's Employee
Stock Purchase Plan (the "Plan").
In this capacity, we have examined originals, telecopies or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and all such agreements, certificates of public officials, certificates
of officers or representatives of the Company and others, and such other
documents, certificates and corporate or other records as we have deemed
necessary or appropriate as a basis for this opinion.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons signing or delivering any instrument, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that the Shares, to the extent
constituting original issuance securities, have been duly authorized and, when
issued and delivered to plan participants in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus which forms a part thereof. 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 rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
EXHIBIT 23.1
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
INDEPENDENT AUDITORS CONSENT
The Board of Directors
The CIT Group, Inc.:
We consent to the use of our report dated January 28, 1998 relating to the
consolidated balance sheets of The CIT Group, Inc. and subsidiaries as of
December 31, 1997 and 1996, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997, incorporated by reference in this
Registration Statement on Form S-8 of The CIT Group, Inc., which report appears
in the December 31, 1997 Annual Report on Form 10-K of The CIT Group, Inc. and
to the reference to our firm under the heading "Experts" in the Registration
Statement on Form S-8.
KPMG PEAT MARWICK LLP
/s/ KPMG PEAT MARWICK LLP
Shorthills, New Jersey
September 14, 1998
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and JAMES P.
SHANAHAN, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and JAMES P. SHANAHAN, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of September, 1998.
/s/ Albert R. Gamper, Jr.
-------------------------
Albert R. Gamper, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and JAMES P.
SHANAHAN, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and JAMES P. SHANAHAN, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of September, 1998.
/s/ Hisao Kobayashi
-------------------
Hisao Kobayashi
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and JAMES P.
SHANAHAN, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and JAMES P. SHANAHAN, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of September, 1998.
/s/ Daniel P. Amos
------------------
Daniel P. Amos
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and JAMES P.
SHANAHAN, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and JAMES P. SHANAHAN, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of September, 1998.
/s/ Yoshiro Aoki
----------------
Yoshiro Aoki
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and JAMES P.
SHANAHAN, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and JAMES P. SHANAHAN, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
9th day of September, 1998.
/s/ Takasuke Kaneko
-------------------
Takasuke Kaneko
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and JAMES P.
SHANAHAN, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and JAMES P. SHANAHAN, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of September, 1998.
/s/ Joseph A. Pollicino
-----------------------
Joseph A. Pollicino
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and JAMES P.
SHANAHAN, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and JAMES P. SHANAHAN, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
9th day of September, 1998.
/s/ Paul N. Roth
----------------
Paul N. Roth
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and JAMES P.
SHANAHAN, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and JAMES P. SHANAHAN, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of September, 1998.
/s/ Peter J. Tobin
------------------
Peter J. Tobin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and JAMES P.
SHANAHAN, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and JAMES P. SHANAHAN, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of September, 1998.
/s/ Tohru Tonoike
-----------------
Tohru Tonoike
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a registration
statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's registration statement on
Form S-8, to be filed with the Securities and Exchange Commission; and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and JAMES P.
SHANAHAN, and each of them with full power to act without the others, to
execute, in the name and on behalf of the Company and on behalf of the
Principal Executive Officer or Officers and/or the Principal Accounting
Officer and/or any other Officer of the Company, the registration
statement on Form S-8, and any and all amendments thereof, with power
where appropriate to affix the corporate seal of the Company thereto and
to attest to said seal, and to file such report, when so executed,
including any exhibits required in connection therewith, with the
Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN,
and JAMES P. SHANAHAN, and each of them with full power to act without the
others, his true and lawful attorneys-in-fact and agents, for him and in
his name, place, and stead, in any and all capacities, to sign such Form
S-8 and any and all amendments thereof, and to file such Form S-8 and each
such amendment, with all exhibits thereto, and any and all other documents
in connection therewith, with the Securities and Exchange Commission; and
Hereby grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 9th
day of September, 1998.
/s/ Alan F. White
-----------------
Alan F. White
