CIT GROUP INC
8-K, 1998-02-02
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 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)  January 28, 1998
                                                  ----------------

                               The CIT Group, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     Delaware                    1-1861                    13-2994534
- --------------------------------------------------------------------------------
   (State or other            (Commission                (IRS Employer
   jurisdiction of            File Number)             Identification No.)
   incorporation)


                           1211 Avenue of the Americas
                            New York, New York 10036
- --------------------------------------------------------------------------------


Registrant's telephone number, including area code    (212) 536-1390
                                                      --------------


- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>





Item 5.           Other Events.
                  -------------

                  See the attached  press release  regarding 1997 fourth quarter
and annual earnings,  filed as Exhibit 99.1. See also the attached press release
regarding  election of a new director,  filed as Exhibit 99.2, the  Consolidated
Balance  Sheets at  December 31,  1997  and  1996,  filed as  Exhibit 99.3,  and
Financing and  Leasing Assets by  Business Unit at  December 31,  1997 and 1996,
filed as Exhibit 99.4.




<PAGE>





Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)  Exhibits.

               99.1 Press Release Regarding 1997 Fourth Quarter and Annual 
                    Earnings, dated January 28, 1998.

               99.2 Press Release Regarding Election of a New Director, dated
                    January 28, 1998.

               99.3 Consolidated Balance Sheets of The CIT Group, Inc., at
                    December 31, 1997 and 1996.

               99.4 Financing and Leasing Assets by  Business Unit,  at December
                    31, 1997 and 1996.


<PAGE>






                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                  THE CIT GROUP, INC.
                                  -----------------------------
                                  (Registrant)


                                  By /s/ JOSEPH M. LEONE
                                  -----------------------------
                                  Joseph M. Leone
                                  Executive Vice President and
                                  Chief Financial Officer

Dated:  January 28, 1998






                                                                    Exhibit 99.1

[Logo of The CIT Group, Inc.]

                                             Contact:      Jeffrey Simon
                                                           Senior Vice President
                                                           Investor Relations
                                                           (973) 535-5911

FROM: THE CIT GROUP, INC.
      1211 AVENUE OF THE AMERICAS
      NEW YORK, NY  10036

FOR IMMEDIATE RELEASE

 THE CIT GROUP ANNOUNCES RECORD FOURTH QUARTER AND TWELVE MONTH 1997 NET INCOME;

                 TENTH CONSECUTIVE INCREASE IN ANNUAL NET INCOME


        NEW YORK, NEW YORK, January 28, 1998 --- The CIT Group, Inc. (NYSE: CIT)
today  announced  record  quarterly  and full year  results,  marking  its tenth
consecutive  increase in annual  earnings.  Fourth  quarter  1997 net income was
$71.0 million, up from $62.8 million for 1996. Net income for the fourth quarter
of 1997 included an after-tax IPO-related charge of $6.2 million.  Excluding the
IPO-related  charge, net income per diluted share for the fourth quarter of 1997
was $0.48, up from $0.40 for 1996.
        Net income for 1997 was $310.1 million, up from $260.1 million for 1996.
Full year 1997 net income per diluted  share was $1.95,  up from $1.64 for 1996.
Net income  for 1997  included  a  one-time  gain on sale of an equity  interest
acquired in a loan workout recorded during the second quarter,  partially offset
by the IPO-related charge and certain other nonrecurring expenses.
        The fourth  quarter and full year results  reflect growth in net finance
income from a higher level of  financing  and leasing  assets,  lower net credit
losses, and improving operating efficiency.
        "1997 was a successful and exciting year for The CIT Group.  The Company
delivered  its tenth  consecutive  year of increased  earnings and  continued to
focus on  fundamentals,  including  growth in assets,  consistent  net  interest
margins,  improving operating efficiency and


<PAGE>

best in class credit quality",  said Albert R. Gamper,  Jr., president and chief
executive  officer.  "The  success  of  our  IPO,  coupled  with  our  franchise
businesses,  position  the Company to take  advantage of new  opportunities  and
create  value for all of our  shareholders,  including  every  employee",  added
Gamper.

Financial highlights for 1997:

    Total managed  assets,  which include both  financing and leasing  assets as
well as consumer finance receivables  previously  securitized,  increased 12% to
$22.3 billion at December 31, 1997 from $20.0 billion at December 31, 1996. Both
the  commercial  and  consumer  portfolios  increased  from year end 1996,  with
consumer growing at a faster pace.  Consumer managed assets grew to 28% of total
managed assets up from 24% at year end 1996.
    Net  finance  income  rose to $229.2  million  (4.88% of AEA) in the  fourth
quarter of 1997 compared to $203.8  million (4.76% of AEA) in the fourth quarter
of 1996.  For the full year,  net finance  income  increased  to $887.5  million
(4.87% of AEA) from  $797.9  million  (4.82% of AEA) in 1996.  The  improvements
primarily  reflect increases in AEA (average of finance  receivables,  operating
lease  equipment,  consumer  finance  receivables  held  for  sale  and  certain
investments, less credit balances of factoring clients).
    Fees and other  income  for the fourth  quarter of 1997 were $61.8  million,
down from $67.3  million for 1996 due to a lower  level of gains from  equipment
sales.  Fees and other  income  for the year  were  $247.8  million,  relatively
unchanged  from the $244.1 million in 1996 due to higher  factoring  commissions
and gains from higher levels of securitization  activity offset by a lower level
of gains from equipment sales.
    Salaries  and  general  operating  expenses  for the fourth  quarter of 1997
totaled  $114.3  million  compared  to $101.7  million for the 1996  period.  In
conjunction with the Company's  initial public offering,  a long-term  incentive
plan was terminated resulting in a $10.0 million ($6.2 million after-tax) charge
during  the  fourth  quarter.  Expenses,   excluding  this  IPO-related  charge,
increased  2.6% from the prior year  fourth  quarter  and the  efficiency  ratio
improved to 42.1% from 43.5%.  Salaries and general  operating  expenses for the
full year were $428.4 million compared to $393.1 million in the prior year.
    As a result of lower net credit  losses,  the  provision  for credit  losses
decreased  $10.9  million to $21.9  million in the  fourth  quarter,  from $32.8
million for the 1996 fourth quarter. Net

                                      -2-

<PAGE>

credit losses were $20.9 million, 0.46%
of average finance receivables,  down from $30.1 million,  0.70%, for the fourth
quarter of 1996.  The  decrease  reflects  credit  losses  recorded  in 1996 for
certain  loans  secured by  oceangoing  carriers  and cruise line  vessels and a
higher level of recoveries in the 1997 period.  For the year ended  December 31,
1997 the  provision  for credit  losses was $113.7  million  compared  to $111.4
million in 1996.  Net credit losses  totaled  $101.0  million,  0.59%,  for 1997
compared to $101.5 million, 0.62%, in 1996.
    At year end 1997, the reserve for credit losses was $235.6 million (1.33% of
finance  receivables)  up from $220.8 million (1.30% of finance  receivables) at
December 31, 1996.
    The CIT Group,  Inc.,  one of the nation's  largest  commercial and consumer
lending  organizations,  is an affiliate of and  majority-owned  by The Dai-Ichi
Kangyo Bank, Limited, one of the largest banks in the world.

               (SEE ATTACHED TABLES FOR ADDITIONAL FINANCIAL DATA)
                                       ###




                                      -3-


<PAGE>


                                                                      
                      THE CIT GROUP, INC. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
               (DOLLARS IN MILLIONS, EXCEPT NET INCOME PER SHARE)



<TABLE>

<CAPTION>

                                               FOR THE QUARTER ENDED               FOR THE YEAR ENDED
                                                   DECEMBER 31,                       DECEMBER 31,
                                         ------------------------------     ------------------------------
Dollars in millions, except per share            1997             1996              1997             1996
                                                 ----             ----              ----             ----
<S>                                       <C>              <C>               <C>              <C>

Finance income                               $  472.7         $  423.9          $1,824.7         $1,646.2
Interest expense                                243.5            220.1             937.2            848.3
                                             --------         --------          --------         --------
  Net finance income                            229.2            203.8             887.5            797.9

Fees and other income                            61.8             67.3             247.8            244.1
Gain on sale of equity interest acquired
     in loan workout                                -                -              58.0                -
                                             --------         --------          --------         --------
  Operating revenue                             291.0            271.1           1,193.3          1,042.0
                                             --------         --------          --------         --------

Salaries and general operating expenses         114.3            101.7             428.4            393.1
Provision for credit losses                      21.9             32.8             113.7            111.4
Depreciation on operating lease
equipment                                        38.5             37.4             146.8            121.7
Minority interest in subsidiary trust
holding solely debentures of the
Company                                           4.8                -              16.3                -
                                             --------         --------          --------         --------
  Operating expenses                            179.5            171.9             705.2            626.2
                                             --------         --------          --------         --------

Income before provision for income
     taxes                                      111.5             99.2             488.1            415.8
Provision for income taxes                       40.5             36.4             178.0            155.7
                                             --------         --------          --------         --------
Net income                                      $71.0            $62.8            $310.1           $260.1
                                             ========         ========          ========         ========

Basic net income per share                      $0.44            $0.40             $1.96            $1.65
   Weighted average shares outstanding    160,016,576      157,500,000       158,134,315      157,500,000
Diluted net income per share                    $0.44            $0.40             $1.95            $1.64
   Weighted average shares outstanding    161,258,149      158,448,527       159,156,706      158,448,527

</TABLE>


                                      -4-

<PAGE>

<TABLE>

<CAPTION>

                                                          FOR THE QUARTER ENDED         AT OR FOR THE YEAR ENDED
                                                              DECEMBER 31,                           DECEMBER 31,
                                                         ------------------------------- ----------------------------------
Dollars in millions                                              1997             1996              1997             1996
                                                                 ----             ----              ----             ----

<S>                                                             <C>              <C>            <C>    <C>    <C>    <C>

SELECTED DATA AND RATIOS
PROFITABILITY
Ratios Based on Net Income
Net income per diluted share                                    $0.44            $0.40             $1.95            $1.64
Return on average stockholders' equity                          12.2%            12.2%             14.0%            13.0%
Return on AEA                                                   1.51%            1.46%             1.70%            1.57%

Ratios Excluding Nonrecurring Items(1)
Net income per diluted share                                    $0.48            $0.40             $1.81            $1.64
Return on average stockholders' equity                          13.3%            12.2%             13.1%            13.0%
Return on AEA                                                   1.64%            1.46%             1.58%            1.57%

Other
Net interest margin as a percentage of AEA                      4.88%            4.76%             4.87%            4.82%
Salaries and general operating expenses as a
percentage of average serviced assets(2)                        2.05%            2.14%             2.06%            2.15%

CREDIT QUALITY
Net credit losses as a percentage of average
finance receivables                                             0.46%            0.70%             0.59%            0.62%

60+ days  contractual  delinquency as a percentage of finance  receivables                         1.67%            1.72%  
Nonperforming  assets as a percentage of finance  receivables(3)                                   0.69%            0.99% 
Reserve  for credit  losses as a  percentage  of finance receivables                               1.33%            1.30%  
Ratio of reserve  for credit  losses to current period net credit losses                           2.33x            2.18x


CAPITAL AND LEVERAGE
Total  debt to  stockholders'  equity  and  Company-obligated  mandatorily
redeemable   preferred  securities  of  subsidiary  trust  holding  solely
debentures of the Company
                                                                                                   5.71x            7.04x
Total debt to stockholders' equity (4)                                                             6.40x            7.04x
Total common stockholders' equity                                                               $2,432.9         $2,075.4

OTHER
Commercial finance receivables                                                                 $14,054.9        $13,757.6
Consumer finance receivables                                                                     3,664.8          3,239.0
Operating lease equipment, net                                                                   1,905.6          1,402.1
Consumer finance receivables held for sale                                                         268.2            116.3
Other                                                                                               65.8             53.0
                                                                                                --------         --------
Total financing and leasing assets                                                              19,959.3         18,568.0
Consumer finance receivables previously securitized                                              2,385.6          1,437.4
                                                                                                --------         --------
Total managed assets                                                                           $22,344.9        $20,005.4
                                                                                               =========        =========

<FN>

(1)  Earnings for the fourth  quarter of 1997 exclude a $0.04 per diluted  share
IPO-related  charge.  Earnings for the full year 1997 exclude  $0.14 per diluted
share related to a one-time gain on sale,  partially  offset by the  IPO-related
charge and certain other  nonrecurring  expenses.  
(2) Average  serviced  assets reflect average earning assets plus the average of
consumer finance receivables previously securitized and currently managed by the
Company  and  consumer  finance  receivables  serviced  for third  parties.  
(3) Nonperforming  assets reflect commercial  finance  receivables on nonaccrual
status and assets received in  satisfaction  of loans.  
(4) Total debt includes,  and stockholders'  equity excludes,  $250.0 million of
Company-obligated  mandatorily  redeemable  preferred  securities  of subsidiary
trust holding solely debentures of the Company issued in February 1997.

</FN>

</TABLE>

                                      -5-






 [Logo of The CIT Group, Inc.]                                      Exhibit 99.2
                                        Contact:         Michael J. McGowan
                                                         Vice President
                                                         Communications Services
                                                         (973)535-3506
                                                         [email protected]
FROM:           THE CIT GROUP
                650 CIT DRIVE
                LIVINGSTON, NJ 07039

FOR IMMEDIATE RELEASE

            THE CIT GROUP NAMES DANIEL P. AMOS TO BOARD OF DIRECTORS

     LIVINGSTON, NJ (January 28, 1998) -- The CIT Group, Inc. [NYSE:CIT], one of
the  nation's  largest  commercial  and  consumer  financing  companies,   today
announced the appointment of Daniel P. Amos to its Board of Directors.

     Mr. Amos is President  and Chief  Executive  Officer of AFLAC  Incorporated
[NYSE:AFL] and its primary subsidiary, American Family Life Assurance Company of
Columbus (AFLAC).  AFLAC is a leading provider of supplemental  insurance at the
work site in the United States and the largest foreign insurer in Japan.

     "We are  pleased to have  Daniel  Amos join our Board of  Directors,"  said
Albert R. Gamper,  Jr.,  President and Chief Executive  Officer,  The CIT Group.
"His  strategic  view of the market and his  experience  as a  successful  Chief
Executive Officer will provide a significant benefit to The CIT Group."

     Mr. Amos is a director of Georgia Power  Company.  He serves as a member of
the  Consumer  Affairs  Advisory   Committee  of  the  Securities  and  Exchange
Commission. Additionally, Mr. Amos is Chairman of the Board of The Japan-America
Society of Georgia and the University of Georgia  Foundation.  He also serves on
the board of trustees of Egleston  Children's  Health Care System in Atlanta and
the House of Mercy in Columbus, Georgia.

     He has received  numerous awards and  recognitions,  including:  the Silver
Award in Financial World magazine's "CEO of the Year" competition,  Executive of
the Year by the  Georgia  Securities  Association,  The Wall  Street  Transcript
Silver  CEO in the  life  insurance  category,  and the  University  of  Georgia
Business School's  "Distinguished  Alumnus Award." Mr. Amos holds a BBA from the
University of Georgia in risk management and insurance.

     With  more  than  $22  billion  in  managed  assets,  The CIT  Group,  Inc.
(www.citgroup.com)  is one of  the  nation's  largest  commercial  and  consumer
financing companies. Founded in 1908, the Company provides diversified financing
products  and  services  to a broad  range of  customers  through  strategically
focused business units.

                                      # # #





                                                                    Exhibit 99.3

                      THE CIT GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                            December 31,
                                                 -------------------------------
DOLLARS IN MILLIONS                                   1997               1996
                                                      ----               ----
ASSETS
Financing and leasing assets
Loans
  Commercial                                      $     9,922.5    $   10,195.6
  Consumer                                              3,664.8         3,239.0

Lease receivables                                       4,132.4         3,562.0
                                                  -------------    ------------
  Finance receivables                                  17,719.7        16,996.6

Reserve for credit losses                                (235.6)         (220.8)
                                                  -------------    ------------
  Net finance receivables                              17,484.1        16,775.8

Operating lease equipment, net                          1,905.6         1,402.1
Consumer finance receivables held for sale                268.2           116.3

Cash and cash equivalents                                 140.4           103.1
Other assets                                              665.8           535.2
                                                  -------------    ------------
  Total assets                                    $    20,464.1    $   18,932.5
                                                  =============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Debt
Commercial paper                                  $     5,559.6    $    5,827.0
Variable rate senior notes                              2,861.5         3,717.5
Fixed rate senior notes                                 6,593.8         4,761.2
Subordinated fixed rate notes                             300.0           300.0
                                                  -------------    ------------
  Total debt                                           15,314.9        14,605.7

Credit balances of factoring clients                    1,202.6         1,134.1
Accrued liabilities and payables                          660.1           594.0
Deferred Federal income taxes                             603.6           523.3
                                                  -------------    ------------
  Total liabilities                                    17,781.2        16,857.1
Company-obligated mandatorily redeemable
 preferred securities of subsidiary trust
 holding solely debentures of the Company                 250.0             -

Stockholders' equity
Common stock - 1,000 shares authorized,
 issued and outstanding                                     -             250.0
Class A common stock, par value $0.01 per
 share, 700,000,000 shares authorized and
 37,173,527 issued and outstanding                          0.4             -
Class B common stock, par value $0.01 per
 share, 510,000,000 shares authorized and
 126,000,000 issued and outstanding                         1.3             -
Paid-in capital                                           948.3           573.3
Retained earnings                                       1,482.9         1,252.1
                                                  -------------    ------------
  Total stockholders' equity                            2,432.9         2,075.4
                                                  -------------    ------------
  Total liabilities and stockholders' equity      $    20,464.1    $   18,932.5
                                                  =============    ============





                                                                    Exhibit 99.4

                      THE CIT GROUP, INC. AND SUBSIDIARIES
                  FINANCING AND LEASING ASSETS BY BUSINESS UNIT

                                                              DECEMBER 31,
                                                    ----------------------------
                                                        1997             1996
                                                        ----             ----
                                                         AMOUNTS IN MILLIONS

Capital Finance (1)                                   $ 3,682.5       $ 5,278.2

Equipment Financing (1)                                 8,027.2         6,043.4

Business Credit (2)                                     1,247.9         1,235.6

Credit Finance (2)                                        889.8           797.8

Commercial Services                                     2,113.1         1,804.7
                                                      ---------       ---------

  Total Commercial                                     15,960.5        15,159.7

Sales Financing                                         1,940.7         1,349.8

Consumer Finance                                        1,992.3         2,005.5
                                                      ---------       ---------

  Total Consumer                                        3,933.0         3,355.3
                                                      ---------       ---------

Other                                                      65.8            53.0
                                                      ---------       ---------

Total financing and leasing assets                     19,959.3        18,568.0

Consumer finance receivables previously securitized
  and currently managed by the Company                  2,385.6         1,437.4
                                                      ---------       ---------

Total managed assets                                  $22,344.9       $20,005.4
                                                      =========       =========

(1)    In January of 1997,  $1.5  billion of financing  and leasing  assets were
       transferred from Capital Finance to Equipment Financing.

(2)    In October of 1997, $95 million of  finance  receivables were transferred
       from Business Credit to Credit Finance.






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