As filed with the Securities and Exchange Commission on September , 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
and
POST-EFFECTIVE AMENDMENT NO. 1
Under
THE SECURITIES ACT OF 1933
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The CIT Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1211 Avenue of the Americas
New York, New York 10036
(212) 536-1390
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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ERNEST D. STEIN
Executive Vice President, General Counsel & Secretary
The CIT Group, Inc.
650 CIT Drive
Livingston, New Jersey 07039
(973) 740-5013
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Please send copies of all communications to:
ANDRE WEISS
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
Approximate date of commencement of proposed sale to the public:
When market conditions warrant after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
(continued on following page)
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(continued from previous page)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
maximum Proposed
offering maximum Amount of
Title of each class of Amount to be price per aggregate registration
securities to be registered registered unit offering price(2) fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior/Senior Subordinated Debt Securities $1,000,000(1) 100%(2) $1,000,000(2) $295(3)
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</TABLE>
(1) If any Debt Securities are issued (i) with a principal amount denominated
in a foreign currency, such principal amounts as shall result in an
aggregate initial offering price the equivalent of U.S. $1,000,000 at the
time of intial offering, or (ii) at an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $1,000,000.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a combined prospectus that also relates to Registration
Statement No. 333-27465, previously filed by the Registrant on Form S-3 and
declared effective on June 6, 1997. The Registrant is carrying forward
$2,968,000,000 aggregate principal amount of Debt Securities from
Registration Statement No. 333-27465, for which a filing fee of $899,304
was previously paid.
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a combined prospectus that also relates to Registration
Statement No. 333-27465, previously filed by the Registrant on Form S-3 and
declared effective on June 6, 1997. This Registration Statement constitutes
Post-Effective Amendment No. 1 to Registration Statement No. 333-27465, and such
Post-Effective Amendment shall hereafter become effective concurrently with the
effectiveness of this Registration Statement and in accordance with Section 8(c)
of the Securities Act of 1933.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED SEPTEMBER , 1998
Prospectus
The CIT Group, Inc.
Debt Securities
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The CIT Group, Inc. (the "Corporation") intends to issue from time to time,
in one or more series with the same or various terms, debt securities (the "Debt
Securities"), which may be either senior (the "Senior Securities") or senior
subordinated (the "Senior Subordinated Securities") in priority of payment, with
an aggregate initial offering price not to exceed $2.969 billion (or (i) if the
principal of the Debt Securities is denominated in a foreign currency, the
equivalent thereof at the time of offering, or (ii) if the Debt Securities are
issued at an original issue discount, such greater principal amount as shall
result in an aggregate initial offering price of $2.969 billion). Each Debt
Security will be a direct, unsecured obligation of the Corporation and will be
offered to the public on terms determined by market conditions at the time of
sale. The Corporation may sell its Debt Securities (i) directly to purchasers,
(ii) through agents designated from time to time, (iii) to dealers, or (iv)
through an underwriter or a group of underwriters. The specific designation,
aggregate principal amount, currency of payment, authorized denominations,
purchase price, maturity, rate and time of payment of any interest, any
redemption terms, the designation of each Trustee (as defined herein) acting
under the applicable Indenture (as defined herein), any listing on a securities
exchange, or other specific terms of the Debt Securities in respect of which
this Prospectus is being delivered (the "Offered Debt Securities") will be set
forth in the accompanying supplement to the Prospectus (the "Prospectus
Supplement"), together with the terms of offering of the Offered Debt
Securities. The Corporation reserves the sole right to accept or reject, in
whole or in part, any proposed purchase of Offered Debt Securities.
If any agents of the Corporation or any dealers or underwriters are
involved in the sale of the Offered Debt Securities in respect of which this
Prospectus is being delivered, the names of such agents, dealers, or
underwriters and any applicable agent's commission, dealer's purchase price, or
underwriter's discount will be set forth in or may be calculated from the
Prospectus Supplement. The net proceeds to the Corporation from such sale will
be (i) the purchase price of such Offered Debt Securities less such commission
in the case of an agent, (ii) the purchase price of such Offered Debt Securities
in the case of a dealer, or (iii) the public offering price less such discount
in the case of an underwriter and less, in each case, other applicable issuance
expenses. See "Plan of Distribution" for possible indemnification arrangements
with agents, dealers, and underwriters.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September , 1998.
<PAGE>
NO SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED BY THE CORPORATION OR
ANY DEALER, AGENT, OR UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION, OTHER THAN AS CONTAINED IN THIS PROSPECTUS, THE PROSPECTUS
SUPPLEMENT OR THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH
THE OFFER CONTAINED IN THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE ANY OFFER BY ANY
DEALER, AGENT OR UNDERWRITER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR SUCH DEALER,
AGENT OR UNDERWRITER TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE. NEITHER
THE DELIVERY OF THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION AND ITS SUBSIDIARIES SINCE THE
DATE OF THE INFORMATION CONTAINED HEREIN.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the offices of
the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549; Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission, at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of such site is http://www.sec.gov. Certain of the Corporation's securities are
listed on the New York Stock Exchange and reports and other information
concerning the Corporation can also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Corporation are
incorporated by reference in this Prospectus:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997 together with the report of KPMG Peat Marwick LLP,
independent certified public accountants;
(b) The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998; and
(c) The Corporation'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.
All documents filed by the Corporation pursuant to Sections 13(a) and (c),
14, or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Corporation will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon request, a copy of
any or all of the foregoing documents described above which have been or may be
incorporated by reference in this Prospectus other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
such documents). Such request should be directed to:
Corporate Secretary
The CIT Group, Inc.
1211 Avenue of the Americas
New York, New York 10036
(212) 536-1390
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THE CORPORATION
The Corporation is a leading diversified finance organization with over $22
billion of managed assets at December 31, 1997. The Corporation offers secured
commercial and consumer financing primarily in the United States to smaller,
middle-market and larger businesses and to individuals through a nationwide
distribution network. The Corporation commenced operations in 1908 and has
developed a broad array of "franchise" businesses that focus on specific
industries, asset types and markets, which are balanced by client, industry and
geographic diversification. The Corporation has its principal executive offices
at 1211 Avenue of the Americas, New York, New York 10036 and its telephone
number is (212) 536-1390.
The Corporation operates through two business segments: (i) commercial,
which is comprised of Equipment Financing (equipment financing and leasing),
Capital Finance (commercial aircraft and rail equipment financing and leasing),
Commercial Services (factoring), Business Credit (secured financing to
middle-market and larger-sized businesses) and Credit Finance (secured financing
to smaller-sized and middle-market businesses) strategic business units, and
(ii) consumer, which is comprised of the Consumer Finance (home equity) and
Sales Financing (recreation vehicle, manufactured housing and recreational boat
financing) strategic businesses units. These strategic business units offer
products and services designed to satisfy the financing needs of specific
customers, industries and markets.
In November 1997, the Corporation issued 36,225,000 shares of Class A
Common Stock in an initial public offering. The Dai-Ichi Kangyo Bank, Limited
("DKB") owns 126,000,000 of the outstanding shares of Class B Common Stock, each
of which has five votes per share but is otherwise identical in all material
respects to the Class A Common Stock (which has one vote per share). The Class B
Common Stock owned by DKB, which is not publicly traded, represents in the
aggregate 94.4% of the combined voting power of all of the outstanding Common
Stock of the Corporation. For as long as DKB continues to own shares of Common
Stock representing more than 50% of the combined voting power of the Class A
Common Stock and Class B Common Stock, DKB will be able to direct the election
of all of the members of the Corporation's Board of Directors and exercise a
controlling influence over the business and affairs of the Corporation.
Commercial
The Corporation's commercial operations are diverse and provide a wide
range of financing and leasing products to small, midsize and larger companies
across a wide variety of industries, including aerospace, retailing,
construction, rail, machine tool, business aircraft, apparel, textiles,
electronics and technology, chemicals, manufacturing and transportation. The
secured lending, leasing and factoring products of the Corporation's commercial
operations include direct loans and leases, operating leases, leveraged and
single investor leases, secured revolving lines of credit and term loans, credit
protection, accounts receivable collection, import and export financing and
factoring, debtor-in-possession and turnaround financing and acquisition and
expansion financing.
Equipment Financing and Leasing
The Corporation's Equipment Financing and Leasing operations are conducted
through two strategic business units: (i) The CIT Group/Equipment Financing
("Equipment Financing"), which focuses on the broad distribution of its products
through manufacturers, dealers/distributors, intermediaries and direct calling
primarily with the construction, transportation and machine tool industries; and
(ii) The CIT Group/Capital Finance ("Capital Finance"), which focuses on the
direct marketing of customized transactions relating primarily to commercial
aircraft and rail equipment.
Equipment Financing and Capital Finance personnel have extensive expertise
in managing equipment over its full life cycle. For example, Capital Finance has
the expertise to repossess commercial aircraft, if necessary, to obtain required
maintenance and repairs for such aircraft, and to recertify such aircraft with
appropriate authorities. Equipment Financing's and Capital Finance's equipment
and industry expertise enable them to evaluate effectively residual value risk
and to manage equipment and residual value risks by locating alternative
equipment users and/or purchasers in order to minimize such risk and/or the risk
of equipment remaining idle for extended periods of time or in amounts that
could materially impact profitability.
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Equipment Financing
Equipment Financing is the largest of the Corporation's strategic business
units with total financing and leasing assets of $8.0 billion at December 31,
1997, representing 40.2% of the Corporation's total financing and leasing
assets. Equipment Financing offers secured equipment financing and leasing
products, including direct secured loans, leases, revolving lines of credit,
operating leases, sale and leaseback arrangements, vendor financing and
specialized wholesale and retail financing for distributors and manufacturers.
Equipment Financing is a leading nationwide asset-based equipment lender.
At December 31, 1997, its portfolio included significant outstandings to
customers in a number of different industries, with manufacturing being the
largest as a percentage of financing and leasing assets, followed by
construction and printing. The Equipment Financing portfolio at December 31,
1997 included many different types of equipment, including construction,
transportation, and manufacturing equipment and business aircraft.
Equipment Financing originates its products through direct calling on
customers and through its relationships with manufacturers, dealers/distributors
and intermediaries that have leading or significant marketing positions in their
respective industries. This provides Equipment Financing with efficient access
to equipment end-users in many industries across a variety of equipment types.
Capital Finance
Capital Finance had financing and leasing assets of $3.7 billion at
December 31, 1997, which represented 18.5% of the Corporation's total financing
and leasing assets. Capital Finance specializes in customized secured financing,
including leases, loans, operating leases, single investor leases, debt and
equity portions of leveraged leases, and sale and leaseback arrangements
relating primarily to end-users of commercial aircraft and railcars. Typical
Capital Finance customers are middle-market to larger-sized companies.
Capital Finance has provided financing to commercial airlines for over 30
years. The Capital Finance aerospace portfolio includes most of the leading U.S.
and foreign commercial airlines. Capital Finance has developed strong
relationships with most major airlines and all major aircraft and aircraft
engine manufacturers, which provide Capital Finance with access to technical
information, which supports customer service, and provides opportunities to
finance new business.
Capital Finance has over 25 years experience in financing the rail
industry, contributing to its knowledge of asset values, industry trends,
product structuring and customer needs. To strengthen its position in the rail
financing market, Capital Finance formed a dedicated rail equipment group in
1994 and currently maintains relationships with several leading railcar
manufacturers in the United States. The Capital Finance rail portfolio includes
all of the U.S. and Canadian Class I railroads and numerous shippers. The
Capital Finance operating lease fleet includes primarily covered hopper cars
used to ship grain and agricultural products and plastic pellets, gondola cars
for coal, steel coil and mill service, open hopper cars for coal and aggregates,
center beam flat cars for lumber, and boxcars for paper and auto parts.
New business is generated by Capital Finance through (i) direct calling
efforts with equipment end-users and borrowers, including major airlines,
railroads and shippers, (ii) relationships with aerospace, railcar and other
manufacturers and (iii) intermediaries and other referral sources.
Factoring
The CIT Group/Commercial Services ("Commercial Services") factoring
operation had total financing and leasing assets of $2.1 billion at December 31,
1997, which represented 10.6% of the Corporation's total financing and leasing
assets. Commercial Services offers a full range of domestic and international
customized credit protection and lending services that include factoring,
working capital and term loans, receivable management outsourcing, bulk
purchases of accounts receivable, import and export financing and letter of
credit programs.
Commercial Services provides financing to its clients through the purchase
of accounts receivables owed to clients by their customers, usually on a
non-recourse basis, as well as by guaranteeing amounts due under letters of
credit issued to the clients' suppliers which are collateralized by accounts
receivable and other assets. The purchase of accounts receivable is
traditionally known as "factoring" and results in the payment by the
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client of a factoring fee, generally a percentage of the factored sales volume.
When Commercial Services "factors" (i.e., purchases) a customer invoice from a
client, it records the customer receivable as an asset and also establishes a
liability for the funds due to the client ("credit balances of factoring
clients"). Commercial Services also may advance funds to its clients prior to
collection of receivables, typically in an amount up to 80% of eligible accounts
receivable (as defined for that transaction), charging interest on such advances
(in addition to any factoring fees) and satisfying such advances from
receivables collections.
Clients use Commercial Services' products and services for various
purposes, including improving cash flow, mitigating or reducing the risk of bad
debt charge offs, increasing sales, improving management information and
converting the high fixed cost of operating a credit and collection department
into a lower and variable expense based on sales volume.
Commercial Services generates business regionally from a variety of
sources, including direct calling and referrals from existing clients and other
referral sources.
Commercial Finance
The Corporation's Commercial Finance operations are conducted through two
strategic business units: (i) The CIT Group/Business Credit ("Business Credit"),
which provides secured financing primarily to middle-market to larger-sized
borrowers; and (ii) The CIT Group/Credit Finance ("Credit Finance"), which
provides secured financing primarily to smaller-sized to middle-market
borrowers.
Business Credit
Financing and leasing assets of Business Credit totaled $1.2 billion at
December 31, 1997 and represented 6.3% of the Corporation's total financing and
leasing assets. Business Credit offers senior revolving and term loans secured
by accounts receivable, inventories and fixed assets to middle-market and
larger-sized companies. Such loans are used by clients primarily for growth,
expansion, acquisitions, refinancings and debtor-in-possession and turnaround
financings. Business Credit sells and purchases participation interests in such
loans to and from other lenders.
Through its variable interest rate senior revolving and term loan products,
Business Credit meets its customers' financing needs for working capital,
growth, acquisition and other financing situations otherwise not met through
bank or other unsecured financing alternatives. Business Credit typically
structures financings on a fully secured basis, though, from time to time, it
may look to a customer's cash flow to support a portion of the credit facility.
Revolving and term loans are made on a variable interest rate basis based on
published indexes such as LIBOR or a prime rate of interest.
Business is originated through direct calling efforts and intermediary and
referral sources. Business Credit has focused on increasing the proportion of
direct business origination to improve its ability to capture or retain
refinancing opportunities and to enhance finance income.
Credit Finance
Financing and leasing assets of Credit Finance totaled $889.8 million at
December 31, 1997 and represented 4.5% of the Corporation's total financing and
leasing assets. Credit Finance offers revolving and term loans to smaller-sized
and middle-market companies secured by accounts receivable, inventories and
fixed assets. Such loans are used by clients for working capital, refinancings,
acquisitions, leveraged buyouts, reorganizations, restructurings, turnarounds
and Chapter 11 financing and confirmation plans. Credit Finance sells
participation interests in such loans to other lenders and purchases
participation interests in such loans originated by other lenders. Credit
Finance borrowers are generally smaller and cover a wider range of credit
quality than those of Business Credit. While both Business Credit and Credit
Finance offer financing secured by accounts receivable, inventories and fixed
assets, Credit Finance places a higher degree of reliance on collateral and is
generally more focused on credit monitoring in its business.
Business is originated through the sales and regional offices and is also
developed through intermediaries and referral relationships and through direct
calling efforts. Credit Finance has developed long-term relationships with
selected finance companies, banks and other lenders and with many diversified
referral sources.
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Consumer
The Corporation's consumer business is focused primarily on home equity
lending through The CIT Group/Consumer Finance ("Consumer Finance") and on
retail sales financing secured by recreation vehicles, manufactured housing and
recreational boats through The CIT Group Sales Financing ("Sales Financing").
Sales Financing also provides contract servicing for securitization trusts and
other third parties through a centralized Asset Service Center ("ASC").
Additionally, in the ordinary course of business, Consumer Finance and Sales
Financing purchase loans and portfolios of loans from banks, thrifts and other
originators of consumer loans.
Consumer Finance
Financing and leasing assets of Consumer Finance, which aggregated $2.0
billion at December 31, 1997, represented 10.0% of the Corporation's total
financing and leasing assets. The managed assets of Consumer Finance were $2.4
billion at December 31, 1997, or 10.9% of total managed assets. Consumer Finance
commenced operations in December 1992. Its products include both fixed and
variable rate closed-end loans and variable rate lines of credit. The lending
activities of Consumer Finance consist primarily of originating, purchasing and
selling loans secured by first or second liens on detached, single family
residential properties. Such loans are primarily made for the purpose of
consolidating debts, refinancing an existing mortgage, funding home
improvements, paying education expenses and, to a lesser extent, purchasing a
home, among other reasons. Consumer Finance originates loans through brokers and
correspondents as well as on a direct marketing basis.
The Corporation believes that its network of Consumer Finance offices,
located in most major U.S. markets, enables it to provide a competitive,
extensive product offering complemented by high levels of service delivery.
Through experienced lending professionals and automation, Consumer Finance
provides rapid turnaround time from application to loan funding, a
characteristic considered to be critical by its broker and correspondent
relationships.
Sales Financing
The financing and leasing assets of Sales Financing, which aggregated $1.9
billion at December 31, 1997, represented 9.7% of the Corporation's total
financing and leasing assets. The managed assets of Sales Financing were $3.9
billion at December 31, 1997, or 17.3% of total managed assets. The lending
activities of Sales Financing consist primarily of providing nationwide retail
financing for the purchase of new and used recreation vehicles, manufactured
housing and recreational boats. During 1997, Sales Financing began providing
wholesale manufacturing housing and recreational boat inventory financing
directly to dealers. Sales Financing originates loans predominately through
recreation vehicle, manufactured housing and recreational boat dealer,
manufacturer and broker relationships.
Servicing
The ASC centrally services and collects substantially all of the
Corporation's consumer finance receivables including loans originated or
purchased by Sales Financing or Consumer Finance, as well as loans originated or
purchased and subsequently securitized with servicing retained. The servicing
portfolio also includes loans owned by third parties that are serviced by Sales
Financing for a fee on a "contract" basis. At December 31, 1997, the consumer
finance servicing portfolio aggregated approximately 282,000 loans, including
$1.5 billion of finance receivables serviced for third parties.
Securitization Program
The Corporation funds most of its assets on balance sheet using its access
to the commercial paper, medium-term note and capital markets. In an effort to
broaden its funding sources and to provide an additional source of liquidity,
the Corporation, in 1992, established a program to opportunistically access the
public and private asset backed securitization markets. Current products
utilized in the Corporation's program include consumer loans secured by
recreation vehicles, recreational boats and residential real estate. As of
December 31, 1997, the Corporation has sold $3.3 billion of finance receivables
since the inception of the Corporation's asset backed securitization program and
the remaining pool balances at December 31, 1997 aggregated $2.4 billion or
10.7% of the Corporation's total managed assets.
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Under a typical asset backed securitization, the Corporation sells a "pool"
of secured loans to a special purpose entity, that, in turn, issues certificates
and/or notes that are collateralized by the loan pool and that entitle the
holders thereof to participate in certain loan pool cash flows. The Corporation
retains the servicing of the securitized loans, for which it is paid a fee, and
also participates in certain "residual" loan pool cash flows (cash flows after
payment of principal and interest to certificate and/or note holders and after
losses). At the date of securitization, the Corporation estimates the "residual"
cash flows to be received over the life of the securitization, records the
present value of these cash flows as an interest-only receivable, or I/O (a
retained interest in the securitization), and recognizes a gain. The I/O is then
amortized over the estimated life of the related loan pool.
The Corporation, in its estimation of residual cash flows and related I/Os,
inherently employs a variety of financial assumptions, including loan pool
credit losses, prepayment speeds and discount rates. These assumptions are
empirically supported by both the Corporation's historical experience and
anticipated trends relative to the particular products securitized. Subsequent
to the recognition of I/Os, the Corporation regularly reviews such assets for
valuation impairment. These reviews are performed on a disaggregated basis. Fair
values of I/Os are calculated utilizing current and anticipated credit losses,
prepayment speeds and discount rates and are then compared to the Corporation's
carrying values. Carrying value of the Corporation's I/O's at December 31, 1997
was $155.5 million and approximated fair value.
Equity Investments
The CIT Group/Equity Investments and its subsidiary The CIT Group/Venture
Capital (together "Equity Investments") originate and participate in merger and
acquisition transactions, purchase private equity and equity-related securities
and arrange transaction financing. Equity Investments also invests in emerging
growth opportunities in selected industries, including the life sciences,
information technology, communications and consumer products industries. Equity
Investments made its first investment in 1991 and had total investments of $65.8
million at December 31, 1997.
Competition
The Corporation's markets are highly competitive and are characterized by
competitive factors that vary based upon product and geographic region. The
Corporation's competitors include captive and independent finance companies,
commercial banks and thrift institutions, industrial banks, leasing companies,
manufacturers and vendors. Substantial national financial services networks have
been formed by insurance companies and bank holding companies that compete with
the Corporation. On a local level, community banks and smaller independent
finance and/or mortgage companies are a competitive force. Some competitors have
substantial local market positions. Many of the competitors of the Corporation
are large companies that have substantial capital, technological and marketing
resources. Some of these competitors are larger than the Corporation and may
have access to capital at a lower cost than the Corporation. Also, the
Corporation's competitors include businesses that are not related to bank
holding companies and, accordingly, may engage in activities such as short-term
equipment rental and servicing, which currently are prohibited to the
Corporation. Competition has been enhanced in recent years by an improving
economy and growing marketplace liquidity. The markets for most of the
Corporation's products are characterized by a large number of competitors.
However, with respect to some of the Corporation's products, competition is more
concentrated.
The Corporation competes primarily on the basis of pricing, terms, and
structure, with other primary competitive factors including industry experience
and client service and relationships. From time to time, competitors of the
Corporation seek to compete aggressively on the basis of these factors and the
Corporation may lose market share to the extent it is unwilling to match its
competitors' pricing and terms in order to maintain its interest margins and/or
credit standards.
Other primary competitive factors include industry experience and client
service and relationships. In addition, demand for the Corporation's products
with respect to certain industries, such as the commercial airline industry,
will be affected by demand for such industry's services and products and by
industry regulations.
7
<PAGE>
Regulation
DKB is a bank holding company within the meaning of the Bank Holding
Company Act of 1956 (the "Act"), and is registered as such with the Federal
Reserve. As a result, the Corporation is subject to certain provisions of the
Act and is subject to examination by the Federal Reserve. In general, the Act
limits the activities in which a bank holding company and its subsidiaries may
engage to those of banking or managing or controlling banks or performing
services for their subsidiaries and to continuing activities which the Federal
Reserve has determined to be "so closely related to banking or managing or
controlling banks as to be a proper incident thereto." The Corporation's current
principal business activities constitute permissible activities for a nonbank
subsidiary of a bank holding company.
In addition to being subject to the Act, DKB is subject to Japanese banking
laws, regulations, guidelines and orders that affect permissible activities of
the Corporation. DKB and the Corporation have entered into an agreement in order
to facilitate DKB's compliance with applicable U.S. and Japanese banking laws,
or the regulations, interpretations, policies, guidelines, requests, directives
and orders of the applicable regulatory authorities or the staffs thereof or a
court (collectively, the "Banking Laws"). That agreement prohibits the
Corporation from engaging in any new activity or entering into any transaction
for which prior approval, notice or filing is required under Banking Laws
without the required prior approval having been obtained, prior notice having
been given or made by DKB and accepted or such filings having been made. The
Corporation is also prohibited from engaging in any activity as would cause DKB,
the Corporation or any affiliate of DKB or the Corporation to violate any
Banking Laws. In the event that, at any time, it is determined by DKB that any
activity then conducted by the Corporation is prohibited by any Banking Law, the
Corporation is required to take all reasonable steps to cease such activity.
Under the terms of that agreement, DKB is responsible for making all
determinations as to compliance with applicable Banking Laws.
Two of the subsidiaries of the Corporation are investment companies
organized under Article XII of the New York Banking Law and, as a result, the
activities of these subsidiaries are restricted by state banking laws and these
subsidiaries are subject to examination by state banking examiners. Also, any
person or entity seeking to purchase "control" of the Corporation would be
required to apply for and obtain the prior approval of the Superintendent of
Banks of the State of New York. "Control" is presumed to exist if a person or
entity would, directly or indirectly, own, control or hold (with power to vote)
10% or more of the voting stock of the Corporation.
The operations of the Corporation are subject, in certain instances, to
supervision and regulation by state and federal governmental authorities and may
be subject to various laws and judicial and administrative decisions imposing
various requirements and restrictions, which, among other things, (i) regulate
credit granting activities, (ii) establish maximum interest rates, finance
charges and other charges, (iii) regulate customers' insurance coverages, (iv)
require disclosures to customers, (v) govern secured transactions and (vi) set
collection, foreclosure, repossession and claims handling procedures and other
trade practices.
The Corporation's consumer finance business is subject to detailed
enforcement and supervision by state authorities under legislation and
regulations which generally require licensing of the lender. Licenses are
renewable and may be subject to suspension or revocation for violations of such
laws and regulations. Applicable state laws generally regulate interest rates
and other charges and require certain disclosures. In addition, most states have
other laws, public policies and general principles of equity relating to the
protection of consumers, unfair and deceptive practices and practices that may
apply to the origination, servicing and collection of consumer finance loans.
Depending on the provision of the applicable law and the specific facts and
circumstances involved, violations of these laws, policies and principles may
limit the Corporation's ability to collect all or part of the principal of or
interest on consumer finance loans, may entitle the borrower to a refund of
amounts previously paid and, in addition, could subject the Corporation to
damages and administrative sanctions.
Federal laws preempt state usury ceilings on first mortgage loans and state
laws which restrict various types of alternative dwelling secured receivables,
except in those states which have specifically opted out, in whole or in part,
of such preemption. Loans may also be subject to other federal laws, including:
(i) the Federal Truth-in-Lending Act and Regulation Z promulgated thereunder,
which require certain disclosures to
8
<PAGE>
borrowers and other parties regarding loan terms; (ii) the Real Estate
Settlement Procedures Act and Regulation X promulgated thereunder, which require
certain disclosures to borrowers and other parties regarding certain loan terms
and regulates certain practices with respect to such loans; (iii) the Equal
Credit Opportunity Act and Regulation B promulgated thereunder, which prohibit
discrimination in the extension of credit and administration of loans on the
basis of age, race, color, sex, religion, marital status, national origin,
receipt of public assistance or the exercise of any right under the Consumer
Credit Protection Act; (iv) the Fair Credit Reporting Act, which regulates the
use and reporting of information related to a borrower's credit experience; and
(v) the Fair Housing Act, which prohibits discrimination on the basis of, among
other things, familial status or handicap.
Depending on the provisions of the applicable law and the specific facts
and circumstances involved, violations of these laws may limit the ability of
the Corporation to collect all or part of the principal of or interest on
applicable loans, may entitle the borrower to rescind the loan and any mortgage
or to obtain a refund of amounts previously paid and, in addition, could subject
the Corporation to damages and administrative sanctions.
The above federal and state regulation and supervision could limit the
Corporation's discretion in operating its businesses. For example, state laws
often establish maximum allowable finance charges for certain consumer and
commercial loans. Noncompliance with applicable statutes or regulations could
result in the suspension or revocation of any license or registration at issue,
as well as the imposition of civil fines and criminal penalties. No assurance
can be given that applicable laws or regulations will not be amended or
construed differently, that new laws and regulations will not be adopted or that
interest rates the Corporation charges will not rise to state maximum levels,
the effect of any of which could be to adversely affect the business or results
of operations of the Corporation. Under certain circumstance, the Federal
Reserve has the authority to issue orders which could restrict the ability of
the Corporation to engage in new activities or to acquire additional businesses
or to acquire assets outside of the normal course of business.
9
<PAGE>
SUMMARY OF FINANCIAL INFORMATION
The following is a summary of certain financial information of the
Corporation and its subsidiaries. The data for the years ended December 31,
1997, 1996 and 1995 were obtained from the Corporation's audited consolidated
financial statements contained in the Corporation's 1997 Annual Report on Form
10-K. The data for the years ended December 31, 1994 and 1993 were obtained from
audited consolidated statements of the Corporation that are not incorporated by
reference in this Prospectus. The data for the quarters ended June 30, 1998 and
1997 were obtained from the Corporation's unaudited condensed consolidated
financial statements contained in the Corporation's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998. This summary should be read in
conjunction with the financial information of the Corporation included in the
reports referred to under "Documents Incorporated By Reference."
<TABLE>
<CAPTION>
Six Months Ended
June 30, Years Ended December 31,
-------------- ------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
(Dollar Amounts in Millions)
<S> <C> <C> <C> <C> <C> <C> <C>
Finance income ................ $ 970.8 $ 889.0 $1,824.7 $1,646.2 $1,529.2 $1,263.8 $1,111.9
Interest expense .............. 502.4 456.7 937.2 848.3 831.5 614.0 508.0
------- ------ -------- -------- -------- -------- --------
Net finance income .......... 468.4 432.3 887.5 797.9 697.7 649.8 603.9
Fees and other income ......... 127.1 107.1 247.8 244.1 184.7 174.4 133.8
Gain on Sale of Equity interest
acquired in loan workout .... -- 58.0 58.0 -- -- -- --
------- ------ -------- -------- -------- -------- --------
Operating revenue ........... 595.5 597.4 1,193.3 1,042.0 882.4 824.2 737.7
------- ------ -------- -------- -------- -------- --------
Salaries and employee benefits 121.8 123.3 253.5 223.0 193.4 185.8 152.1
General operating expenses .... 83.9 87.2 174.9 170.1 152.3 152.1 130.1
------- ------ -------- -------- -------- -------- --------
Salaries and general operating
expenses .................... 205.7 210.5 428.4 393.1 345.7 337.9 282.2
Provision for credit losses ... 44.4 56.0 113.7 111.4 91.9 96.9 104.9
Depreciation on operating
lease equipment ............. 78.7 66.0 146.8 121.7 79.7 64.4 39.8
Minority interest in subsidiary
trust holding solely
debentures of the company ... 9.6 6.7 16.3 -- -- -- --
------- ------ -------- -------- -------- -------- --------
Operating expenses ....... 338.4 339.2 705.2 626.2 517.3 499.2 426.9
------- ------ -------- -------- -------- -------- --------
Income before provision for
income taxes ................ 257.1 258.2 488.1 415.8 365.1 325.0 310.8
Provision for income taxes .... 91.7 94.4 178.0 155.7 139.8 123.9 128.5
------- ------ -------- -------- -------- -------- --------
Net income ............... $ 165.4 $163.8 $ 310.1 $ 260.1 $ 225.3 $ 201.1 $ 182.3
======= ====== ======== ======== ======== ======== ========
</TABLE>
The following table sets forth the ratio of earnings to fixed charges for
each of the periods indicated.
Ratios of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Six Months
Ended
June 30, Years Ended December 31,
------------ ---------------------------------------
1998 1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges 1.50 1.55 1.51 1.49 1.44 1.52 1.60
</TABLE>
The ratios of earnings to fixed charges have been computed in accordance
with requirements of the Commission's Regulation S-K. Earnings consist of income
from continuing operations before income taxes and fixed charges; fixed charges
consist of interest on indebtedness, minority interest in subsidiary trust
holding solely debentures of the company, and the portion of rentals considered
to represent an appropriate interest factor.
10
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities offered hereby will
provide additional working funds for the Corporation and its subsidiaries and
will be used initially to reduce short-term borrowings (currently represented by
commercial paper) incurred primarily for the purpose of originating and
purchasing receivables in the ordinary course of business. The amounts which the
Corporation itself may use in connection with its business and which the
Corporation may furnish to particular subsidiaries are not now determinable.
From time to time the Corporation may also use the proceeds to finance the bulk
purchase of receivables and/or the acquisition of other finance-related
businesses.
DESCRIPTION OF DEBT SECURITIES
General
The Debt Securities will constitute either Superior Indebtedness (as
defined below) or Senior Subordinated Indebtedness (as defined below) of the
Corporation. Senior Securities may be issued from time to time in one or more
separate, unlimited series under one or more separate indentures, each
substantially in the form of a global indenture (each such indenture and
indentures supplemental thereto are hereinafter referred to as a "Senior
Indenture", and collectively as the "Senior Indentures"), in each case between
the Corporation and a banking institution organized under the laws of the United
States or one of the states thereof (each such banking institution is
hereinafter referred to as a "Senior Trustee", and collectively as the "Senior
Trustees"). The Senior Subordinated Securities may be issued from time to time
as either (i) one or more separate, unlimited series of Debt Securities
constituting senior subordinated indebtedness under one or more separate
indentures, each substantially in the form of a global indenture (each such
indenture and indentures supplemental thereto are hereinafter referred to as a
"Senior Subordinated Indenture", and collectively as the "Senior Subordinated
Indentures"), in each case between the Corporation and a banking institution
organized under the laws of the United States or one of the states thereof (each
such banking institution is hereinafter referred to as a "Senior Subordinated
Trustee", and collectively as the "Senior Subordinated Trustees"), or (ii) one
or more separate, unlimited series of Debt Securities constituting senior
subordinated indebtedness under the Senior Subordinated Indentures which is
intended to qualify as "Tier II Capital" under the rules and regulations of the
Ministry of Finance of Japan and the risk-based capital guidelines of the
Federal Reserve Board, if such series have the limited rights of acceleration
described under "Description of Debt Securities--Senior Subordinated Securities"
and "Description of Debt Securities--Events of Default". The Senior Indentures
and the Senior Subordinated Indentures are sometimes herein referred to as the
"Indentures", and the Senior Trustees and the Senior Subordinated Trustees are
sometimes herein referred to as the "Trustees".
The statements under this heading are subject to the detailed provisions of
each Indenture. A form of global Senior Indenture and a form of global Senior
Subordinated Indenture are filed as exhibits to a previously filed Registration
Statement. Wherever particular provisions of an Indenture or terms defined
therein are referred to, such provisions or definitions are incorporated by
reference as a part of the statements made and the statements are qualified in
their entirety by such reference.
The Debt Securities to be issued pursuant to this Prospectus, comprised of
the Senior Securities and the Senior Subordinated Securities, are limited to an
aggregate initial offering price of $2.969 billion (or (i) if the principal of
the Debt Securities is denominated in a foreign currency, the equivalent thereof
at the time of offering, or (ii) if the Debt Securities are issued at an
original issue discount, such greater principal amount as shall result in an
aggregate initial offering price of $2.969 billion). The Senior Indentures do
not limit the amount of Debt Securities or other unsecured Superior Indebtedness
which may be issued thereunder or limit the amount of subordinated debt, secured
or unsecured, which may be issued by the Corporation. Except as described herein
under "Description of Debt Securities--Certain Restrictive Provisions", the
Senior Subordinated Indentures do not limit the amount of Debt Securities or
other unsecured Senior Subordinated Indebtedness which may be issued thereunder
or limit the amount of Junior Subordinated Indebtedness, secured or unsecured,
which may be issued by the Corporation. At June 30, 1998, approximately $200
million of Senior Subordinated Indebtedness was issued and outstanding. At June
30, 1998, under the most restrictive provisions of the Senior Subordinated
Indentures, the Corporation could issue up to approximately $2.4 billion of
additional Senior Subordinated Indebtedness. The Debt Securities will be issued
in fully registered
11
<PAGE>
form and, with regard to each issue of Offered Debt Securities in respect of
which this Prospectus is being delivered, in the manner and in the denominations
set forth in the accompanying Prospectus Supplement.
The Debt Securities may be issued in one or more separate series of Senior
Securities and/or one or more separate series of Senior Subordinated Securities,
in each case with the same or various maturities at par or at a discount.
Offered Debt Securities bearing no interest or interest at a rate which at the
time of issuance is below market rates ("Original Issue Discount Securities")
will be sold at a discount (which may be substantial) below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto.
Reference is made to the Prospectus Supplement for the following terms of
the Offered Debt Securities: (i) the designation, aggregate principal amount,
and authorized denominations of the Offered Debt Securities; (ii) the percentage
of their principal amount at which such Offered Debt Securities will be issued;
(iii) the date or dates on which the Offered Debt Securities will mature; (iv)
the rate or rates (which may be fixed or variable) per annum, if any, at which
the Offered Debt Securities will bear interest, or the method of determining
such rate or rates, or the original issue discount, if applicable; (v) the times
at which any such interest will be payable and the date from which any such
interest shall accrue; (vi) provisions for a sinking, purchase, or other
analogous fund, if any; (vii) any redemption terms; (viii) the designation of
the office or agency of the Corporation in the Borough of Manhattan, The City of
New York, where the Offered Debt Securities may be presented for payment and may
be transferred or exchanged by the registered holders thereof or by their
attorneys duly authorized in writing; (ix) if other than U.S. dollars, the
currency (including composite currencies) in which the principal of, premium, if
any, and/or interest on the Offered Debt Securities will be payable; (x) any
currency (including composite currencies) other than the stated currency of the
Offered Debt Securities in which the principal of, premium, if any, and/or
interest on the Offered Debt Securities may, at the election of the Corporation
or the holders, be payable, and the periods within which, and terms and
conditions upon which, such election may be made; (xi) if the amount of payments
of principal of, premium, if any, and/or interest on the Offered Debt Securities
may be determined with reference to an index, the manner in which such amounts
will be determined; (xii) whether the Offered Debt Securities are Senior
Securities or Senior Subordinated Securities, or include both; and (xiii) other
specific terms.
Principal, premium, if any, and interest, if any, less applicable
withholding taxes, if any, will be payable at the office or agency of the
Corporation maintained for such purpose in the Borough of Manhattan, The City of
New York, provided that payment of interest, if any, less applicable withholding
taxes, if any, may be made at the option of the Corporation by check mailed to
the address of the person entitled thereto as it appears on the register of the
Corporation. (Section 2.04.)
The Indentures provide that the Debt Securities will be transferable by the
registered holders thereof, or by their attorneys duly authorized in writing, at
the office or agency of the Corporation maintained for such purpose in such
cities as will be designated in the Prospectus Supplement, in the manner and
subject to the limitations provided in the Indentures, and upon surrender of the
Debt Securities. No service charge will be made for any registration of transfer
or exchange of the Debt Securities, but the Corporation may require payment of a
sum sufficient to cover any tax or other governmental charge in connection
therewith. (Section 2.06.)
"Indebtedness", when used in the definition of the terms "Superior
Indebtedness", "Senior Subordinated Indebtedness", and "Junior Subordinated
Indebtedness", means all obligations which in accordance with generally accepted
accounting principles should be classified as liabilities upon a balance sheet
and in any event includes all debt and other similar monetary obligations,
whether direct or guaranteed.
"Superior Indebtedness" means all Indebtedness of the Corporation that is
not by its terms subordinate or junior to any other indebtedness of the
Corporation. As discussed below, the Senior Securities constitute Superior
Indebtedness.
"Senior Subordinated Indebtedness" means all Indebtedness of the
Corporation that is subordinate only to Superior Indebtedness. As discussed
below, the Senior Subordinated Securities constitute Senior Subordinated
Indebtedness.
12
<PAGE>
"Junior Subordinated Indebtedness" means all Indebtedness of the
Corporation that is subordinate to both Superior Indebtedness and Senior
Subordinated Indebtedness.
Senior Securities
The Senior Securities will be direct, unsecured obligations of the
Corporation, and will constitute Superior Indebtedness issued on a parity with
the other Superior Indebtedness of the Corporation. At June 30, 1998,
approximately $16.5 billion of outstanding Superior Indebtedness was reflected
in the Corporation's consolidated unaudited balance sheet. The Senior Securities
will be senior to all Senior Subordinated Indebtedness, including the Senior
Subordinated Securities, which at June 30, 1998, totaled $200.0 million
outstanding, and Junior Subordinated Indebtedness, none of which was outstanding
at June 30, 1998. The subordination provisions applicable to the Senior
Subordinated Securities are discussed below under "Description of Debt
Securities--Senior Subordinated Securities".
Senior Subordinated Securities
The Senior Subordinated Securities will be direct, unsecured obligations of
the Corporation subordinated as to principal, premium, if any, and interest to
the prior payment in full of all Superior Indebtedness of the Corporation,
including the Senior Securities. In the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization, or similar proceedings or proceedings
for voluntary liquidation, dissolution, or other winding up of the Corporation,
whether or not involving insolvency or bankruptcy proceedings, the holders of
Superior Indebtedness will first be paid in full before any payment on account
of principal, premium, if any, or interest is made on the Senior Subordinated
Securities. An event of default under and/or acceleration of Superior
Indebtedness does not in itself result in the suspension of payments on Senior
Subordinated Securities. However, in the event the Senior Subordinated
Securities are declared due and payable before their expressed maturity because
of the occurrence of one of the events of default specified in the Senior
Subordinated Indentures, holders of the Senior Subordinated Securities will be
entitled to payment only after payment in full of Superior Indebtedness or
provision for such payment is made.
By reason of the foregoing subordination, in the event of insolvency,
holders of Superior Indebtedness may recover more, ratably, than the holders of
the Senior Subordinated Securities. The Senior Subordinated Securities are
intended to rank in all respects on a parity with all other Senior Subordinated
Indebtedness, including the Corporation's outstanding Senior Subordinated
Securities, and superior in right of payment to all Junior Subordinated
Indebtedness and all outstanding capital stock.
Senior Subordinated Securities of certain series may meet the requirements
necessary for such series to be considered "Tier II Capital" under the rules and
regulations of the Ministry of Finance of Japan and the risk-based capital
guidelines of the Federal Reserve Board. If it is intended that any series be
considered Tier II Capital, such series of the Senior Subordinated Securities
may provide that the maturity date of any such series so designated by the
Corporation in a supplement hereto will be subject to acceleration only in the
event of certain circumstances related to the insolvency of the Corporation.
Certain Restrictive Provisions
Except as set forth in the next sentence, no Indenture limits the amount of
other securities which may be issued by the Corporation or its subsidiaries, but
each contains a covenant that the Corporation will not pledge or otherwise
subject to any lien ("Liens") any of its property or assets to secure
indebtedness for money borrowed, incurred, issued, assumed or guaranteed by the
Corporation, except Liens in favor of any subsidiary of the Corporation;
purchase money liens or Liens existing on property, assets, shares of capital
stock or indebtedness hereafter acquired; Liens on any such property, assets,
shares of capital stock or indebtedness existing at the time of acquisition by
the Corporation; Liens securing the performance of letters of credit, bids,
tenders, sales contracts, purchase agreements, repurchase agreements, reverse
repurchase agreements, bankers' acceptances, leases, surety and performance
bonds, and other similar obligations incurred in the ordinary course of
business; lease purchase or other title retention agreements or Liens upon any
real property acquired or constructed by the Corporation primarily for use in
the conduct of its business; Liens to secure non-recourse debt in connection
with the Corporation engaging in any leveraged or single-investor or other lease
transactions; consensual Liens in the ordinary course of business of the
Corporation that secure indebtedness that would not be included in total
liabilities as shown on the Corporation's consolidated balance sheet; Liens
created by the Corporation in connection with any transaction intended by the
Corporation to be a sale of
13
<PAGE>
property or assets of the Corporation; Liens on property or assets financed
through tax-exempt municipal obligations; any extension, renewal or replacement
(or successive extensions, renewals or replacements), in whole or in part, of
any of the foregoing, provided that any such extension, renewal or replacement
is limited to all or a part of the property or assets which secured the Lien so
extended, renewed or replaced (plus improvements on such property); Liens that
secure certain other indebtedness which, in an aggregate principal amount then
outstanding, does not exceed 10% of the Corporation's consolidated net worth;
and certain other minor exceptions. (Section 6.04.) In addition, the Senior
Subordinated Indentures provide that the Corporation will not permit (i) the
aggregate amount of Senior Subordinated Indebtedness outstanding at any time to
exceed 100% of the aggregate amount of the par value of the capital stock plus
the surplus (including retained earnings) of the Corporation and its
consolidated subsidiaries or (ii) the aggregate amount of Senior Subordinated
Indebtedness and Junior Subordinated Indebtedness outstanding at any time to
exceed 150% of the aggregate amount of the par value of the capital stock plus
the surplus (including retained earnings) of the Corporation and its
consolidated subsidiaries. (Senior Subordinated Indenture Section 6.05.) Under
the more restrictive of such tests in the Senior Subordinated Indentures, as of
June 30, 1998, the Corporation could issue up to approximately $2.4 billion of
additional Senior Subordinated Indebtedness. For information as to restrictions
in other agreements on the Corporation's ability to issue Senior Subordinated
Indebtedness, see "Description of Debt Securities--General" above.
The holders of at least a majority in principal amount of the outstanding
Debt Securities of any series may, on behalf of the holders of all Debt
Securities of that series, waive, insofar as that series is concerned,
compliance by the Corporation with the foregoing restrictions. (Senior Indenture
Section 6.06, Senior Subordinated Indenture Section 6.07.)
Each Indenture provides that, subject to the restrictions described in the
first sentence of the first paragraph under this caption, nothing contained in
such Indenture will prevent the consolidation or merger of the Corporation with
or into any other corporation, or the merger into the Corporation of any other
corporation, or the sale by the Corporation of its property and assets as, or
substantially as, an entirety, or otherwise. Notwithstanding the foregoing: (i)
in the event of any such consolidation or merger in which the Corporation is not
the surviving corporation, the surviving corporation must succeed to and be
substituted for the Corporation and must expressly assume by an indenture
executed and delivered to the applicable Trustee, the due and punctual payment
of the principal of (and premium, if any) and interest, if any, on all Debt
Securities then outstanding and the performance and observance of every covenant
and condition of such Indenture which is required to be performed or observed by
the Corporation, and (ii) as a condition to any sale of the property and assets
of the Corporation as, or substantially as, an entirety, the corporation to
which such property and assets will be sold must (a) expressly assume, as part
of the purchase price thereof, the due and punctual payment of the principal of
(and premium, if any) and interest, if any, on all Debt Securities and the
performance and observance of every covenant and condition of such Indenture
which is required to be performed or observed by the Corporation, and (b)
simultaneously with the delivery to it of the conveyances or instruments of
transfer of such property and assets, execute and deliver to the applicable
Trustee a proper indenture in form satisfactory to such Trustee, pursuant to
which such purchasing corporation will assume the due and punctual payment of
the principal of (and premium, if any) and interest, if any, on all Debt
Securities then outstanding and the performance and observance of every covenant
and condition of such Indenture which is required to be performed or observed by
the Corporation, to the same extent that the Corporation is bound and liable.
(Senior Indenture Section 15.01, Senior Subordinated Indenture Section 16.01.)
Compliance by the Corporation with the foregoing restrictions may be waived by
or on behalf of the holders of the outstanding Debt Securities. For information
as to the modification of each Indenture, see "Description of Debt
Securities--Modification of Indenture" below.
Other than the foregoing restrictions, no Indenture contains covenants of
the Corporation or provisions which afford additional protection to holders of
outstanding Debt Securities in the event of a highly leveraged transaction
involving the Corporation.
Modification of Indenture
Each Indenture contains provisions permitting the Corporation and the
Trustee thereunder to add any provisions to or change in any manner or eliminate
any of the provisions of such Indenture or any indenture supplemental thereto or
to modify in any manner the rights of the holders of any series of Debt
Securities with
14
<PAGE>
the consent of the holders of not less than 662/3% in aggregate principal amount
of such series of Debt Securities at the time outstanding, except that no such
amendment or modification may (i) extend the fixed maturity of any Debt
Security, reduce the rate or extend the time of payment of interest thereon,
reduce the amount of the principal thereof, or premium, if any, payable with
respect thereto, or reduce the amount of an Original Issue Discount Security
payable upon the acceleration of the stated maturity thereof, without the
consent of the holder of such Debt Security, or (ii) reduce the aforesaid
percentage of any series of Debt Securities, the holders of which are required
to consent to any such amendment or modification, without the consent of the
holders of all the Debt Securities of such series then outstanding. (Section
14.02.)
Outstanding Debt Securities
In determining whether the holders of the requisite principal amount of
outstanding Debt Securities have given any request, demand, authorization,
direction, notice, consent, or waiver under any Indenture, (i) the principal
amount of an Original Issue Discount Security that will be deemed to be
outstanding for such purposes will be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof upon an event of default and (ii) the
principal amount of a Debt Security denominated in a foreign currency or
currencies will be the U.S. dollar equivalent, determined on the date of
original issuance of such Debt Security, of the principal amount. (Section
1.02.)
Events of Default
Each Indenture defines an "event of default" with respect to any series of
Debt Securities as being any one of the following events and such other events
as may be established for the Debt Securities of a particular series: (i)
default for thirty days in any payment of interest on such series; (ii) default
in any payment of principal of, and premium, if any, on such series when due;
(iii) default in the payment of any sinking fund installment of such series when
due; (iv) default for thirty days after appropriate notice in performance of any
other covenant in such Indenture (other than a covenant included in the
Indenture solely for the benefit of another series of Debt Securities); (v)
certain events in bankruptcy, insolvency, or reorganization; or (vi) default in
the payment of any installment of interest on any evidence of indebtedness of,
or assumed or guaranteed by, the Corporation (other than indebtedness
subordinated to such series), or in the payment of any principal of any such
evidence of indebtedness, and with respect to which any period of grace shall
have expired, after appropriate notice. (Section 7.01.) Each Indenture provides
that the Trustee may withhold notice of any default (except in the payment of
principal of, premium, if any, or interest, if any, on any series of Debt
Securities) if it considers such withholding in the interests of the holders of
such series of Debt Securities issued thereunder. (Section 11.03.)
Except as set forth below, each Indenture provides that the Trustee
thereunder or the holders of not less than 25% in principal amount of any series
of Debt Securities then outstanding may declare the principal of all Debt
Securities of such series to be due and payable on an event of default. (Section
7.02.) Notwithstanding the foregoing, any series of Senior Subordinated
Securities which will be considered "Tier II" may provide that the Senior
Subordinated Trustee or the holders of at least 25% in aggregate principal
amount of the Senior Subordinated Securities of that series which are then
outstanding may declare the principal of all Senior Subordinated Securities of
that series to be due and payable immediately only if an event of default
pursuant to (v) above shall have occurred and be continuing. Any such series
will be designated by the Corporation in a supplement hereto.
Reference is made to the Prospectus Supplement relating to any series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an event of default and the continuation thereof.
Within 120 days after the close of each fiscal year, the Corporation must
file with each Trustee a statement, signed by specified officers, stating
whether or not such officers have knowledge of any default, and, if so,
specifying each such default, the nature thereof and what action, if any, has
been taken to cure such default. (Senior Indenture Section 6.05, Senior
Subordinated Indenture Section 6.06.)
15
<PAGE>
Subject to provisions relating to its duties in case of default, no Trustee
is under any obligation to exercise any of its rights or powers thereunder at
the request, order, or direction of any holders of any series of Debt
Securities, unless such holders shall have offered to such Trustee reasonable
indemnity. (Section 11.01.) Subject to such provisions for indemnification, the
holders of a majority in principal amount of any series of Debt Securities
outstanding may direct the time, method, and place of conducting any proceeding
for any remedy available to the Trustee thereunder, or of exercising any trust
or power conferred upon such Trustee. (Section 7.08.)
Defeasance of the Indenture and Debt Securities
The Corporation at any time may satisfy its obligations with respect to
payments of principal of the Debt Securities, and premium, if any, and interest,
if any, on the Debt Securities of any series by irrevocably depositing in trust
with the Trustee money or U.S. Government Obligations (as defined in the
Indenture) or a combination thereof sufficient to make such payments when due.
If such deposit is sufficient, as verified by a written report of a nationally
recognized, independent public accounting firm, to make all payments of (i)
interest, if any, on the Debt Securities of such series prior to and on their
redemption or maturity, as the case may be, and (ii) principal of the Debt
Securities, and premium, if any, on the Debt Securities of such series when due
upon redemption or at the designated maturity date, as the case may be, then all
the obligations of the Corporation with respect to the Debt Securities of such
series and the Indenture insofar as it relates to the Debt Securities of such
series will be satisfied and discharged (except as otherwise provided in the
Indenture). In the event of any such defeasance, holders of the Debt Securities
of such series would be able to look only to such trust fund for payment of
principal of, premium, if any, and interest, if any, on the Debt Securities of
such series until the designated maturity date or redemption. (Sections 12.01,
12.02 and 12.03)
Such a trust may only be established if, among other things, (i) the
Corporation has obtained an opinion of legal counsel (which may be based on a
ruling from, or published by, the Internal Revenue Service) to the effect that
holders of the Debt Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred and (ii) at that time, with
respect to any series of Debt Securities then listed on The New York Stock
Exchange, the rules of The New York Stock Exchange do not prohibit such deposit
with the Trustee.
Information Concerning the Trustees
The Corporation from time to time may borrow from each of the Trustees, and
the Corporation and certain of its subsidiaries maintain deposit accounts and
conduct other banking transactions with some of the Trustees. A Trustee under a
Senior Indenture or a Senior Subordinated Indenture may act as trustee under any
of the Corporation's other indentures.
PLAN OF DISTRIBUTION
The Corporation may sell the Debt Securities being offered hereby (i)
directly to purchasers, (ii) through agents, (iii) to dealers, or (iv) through
an underwriter or a group of underwriters.
Offers to purchase Offered Debt Securities may be solicited directly by the
Corporation or by agents designated by the Corporation from time to time. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a best efforts basis for the period of its appointment (ordinarily five
business days or less). Agents may be entitled under agreements which may be
entered into with the Corporation to indemnification by the Corporation against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act").
If a dealer is utilized in the sale of the Offered Debt Securities in
respect of which this Prospectus is delivered, the Corporation will sell such
Offered Debt Securities to the dealer, as principal. The dealer may then resell
such Offered Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale. Dealers may be entitled under agreements
which may be entered into with the Corporation to indemnification by the
Corporation against certain civil liabilities, including liabilities under the
Securities Act.
16
<PAGE>
If an underwriter or underwriters are utilized in the sale, the Corporation
may enter into an arrangement with such underwriters at the time of sale to them
providing for their indemnification against certain liabilities, including
liabilities under the Securities Act. The names of the underwriters and the
terms of the transaction will be set forth in the Prospectus Supplement which is
intended for use by the underwriters to make resales of the Offered Debt
Securities in respect of which this Prospectus is delivered to the public.
Under Section 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. (the "NASD"), when an NASD Member participates in the
distribution of an affiliated company's securities, the offering must be
conducted in accordance with the applicable provisions of Section 2720. In those
offerings in which any affiliated broker-dealer, will participate, if any, the
offer and sale of the Debt Securities will be made in compliance with the
requirements of Section 2720. Accordingly, in those instances, if any, no member
of the NASD may make sales to any discretionary account without the prior
approval of the customer.
The underwriters, dealers, and agents may be deemed to be underwriters and
any discounts, commissions, or concessions received by them from the Corporation
or any profit on the resale of Offered Debt Securities by them may be deemed to
be underwriting discounts and commissions under the Securities Act. Any such
person who may be deemed to be an underwriter and any such compensation received
from the Corporation will be described in the Prospectus Supplement.
Underwriters, dealers, and agents may be customers of, engage in transactions
with, or perform services for the Corporation in the ordinary course of
business.
If so indicated in the Prospectus Supplement, the Corporation will
authorize underwriters and agents to solicit offers by certain institutions to
purchase Offered Debt Securities from the Corporation at the public offering
price set forth in the Prospectus Supplement pursuant to Delayed Delivery
Contracts ("Contracts") providing for payment and delivery on the date stated in
the Prospectus Supplement. Each Contract will be for an amount not less than,
and unless the Corporation otherwise agrees the aggregate principal amount of
Offered Debt Securities sold pursuant to Contracts will be not less nor more
than, the respective amounts stated in the Prospectus Supplement. Institutions
with whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions, but shall in all cases be
subject to the approval of the Corporation. Contracts will not be subject to any
conditions except that the purchase by an institution of the Offered Debt
Securities covered by its Contract must not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which such
institution is subject. A commission indicated in the Prospectus Supplement will
be granted to underwriters and agents soliciting purchases of Offered Debt
Securities pursuant to Contracts accepted by the Corporation. Underwriters and
agents will have no responsibility in respect of the delivery or performance of
Contracts.
The place and time of delivery for the Offered Debt Securities in respect
of which this Prospectus is delivered will be set forth in the Prospectus
Supplement.
EXPERTS
The financial statements of the Corporation as of December 31, 1997 and
1996, and for each of the years in the three-year period ended December 31, 1997
have been incorporated by reference herein and in the Registration Statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, also incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
LEGAL OPINIONS
The legality of the Debt Securities to which this Prospectus relates has
been passed upon for the Corporation by Schulte Roth & Zabel LLP, 900 Third
Avenue, New York, New York 10022. Paul N. Roth, a director of the Corporation,
is a partner of Schulte Roth & Zabel LLP.
17
<PAGE>
================================================================================
No salesman or any other person has been authorized by the Corporation or any
dealer, agent, or underwriter to give any information or to make any
representation, other than as contained in this Prospectus or the documents
incorporated by reference, in connection with the offer contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon. This Prospectus does not constitute any offer by any dealer, agent
or underwriter to sell, or a solicitaion of an offer to buy, securities in any
state to any person to whom it is unlawful for such dealer, agent or underwriter
to make such offer or solicitation in such state. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Corporation
and its subsidiaries since the date of the information contained herein.
----------
TABLE OF CONTENTS
Page
----
Available Information .................................................... 2
Documents Incorporated by Reference ...................................... 2
The Corporation .......................................................... 3
Summary of Financial Information ......................................... 10
Use of Proceeds .......................................................... 11
Description of Debt Securities ........................................... 11
Plan of Distribution ..................................................... 16
Experts .................................................................. 17
Legal Opinions ........................................................... 17
================================================================================
================================================================================
[LOGO]
The CIT Group, Inc.
Debt Securities
-------------
PROSPECTUS
-------------
September , 1998
================================================================================
<PAGE>
Part II.
INFORMATION NOT REQUIRED IN PROSPECTUS.
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses payable by the Registrant in
connection with the issuance and distribution of the securities being
registered. All the amounts shown are estimates, except for the registration
fee.
Registration fee ................................... $ 295
Fees and expenses of accountants ................... 209,000
Fees and expenses of counsel ....................... 500,000
Fees and expenses of Trustees and
paying and authenticating agents ................ 450,000
Printing and engraving expenses .................... 50,000
Rating Agencies .................................... 600,000
Blue Sky fees and expenses ......................... 22,500
Miscellaneous ...................................... 12,000
----------
Total $1,843,795
==========
Item 15. 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 of 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 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; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and empowers the corporation to purchase and maintain insurance on
behalf of any person acting in any of the 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.
II-1
<PAGE>
Article X of the By-laws of the Registrant provides, in effect, that, in
addition to any rights afforded to an officer, director or employee of the
Registrant by contract or operation of law, the Registrant may indemnify any
person who is or was a director, officer, employee, or agent of the Registrant,
or of any other corporation which he served at the request of the Registrant,
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 Registrant 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 Registrant 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 Registrant or such other
corporation, and, in connection with any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Article X further provides that any person who is or was a director,
officer, employee, or agent of the Corporation or any direct or indirect
wholly-owned subsidiary of the Registrant shall be entitled to indemnification
as a matter of right if he has been wholly successful, on the merits or
otherwise, with respect to any claim, action, suit, or proceeding of the type
described in the foregoing paragraph.
In addition, the Registrant 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 include
liabilities under the Securities Act of 1933.
Item 16. Exhibits.
(c)1.1 --Form of Underwriting Agreement.
(e)1.2 --Form of Selling Agency Agreement.
(a)4.1a --Proposed form of Debt Securities (Note).
(a)4.1b --Proposed form of Debt Securities (Debenture).
(a)4.1c --Proposed form of Debt Securities (Deep Discount Debenture).
(a)4.1d --Proposed form of Debt Securities (Zero Coupon Debenture).
(a)4.1e --Proposed form of Debt Securities (Extendible Note).
(b)4.1f --Proposed form of Debt Securities (Floating Rate Renewable
Note).
(b)4.1g --Proposed form of Debt Securities (Floating Rate Note).
(d)4.1h --Proposed form of Debt Securities (Medium-Term Senior Fixed
Rate Note).
(d)4.1i --Proposed form of Debt Securities (Medium-Term Senior
Floating Rate Note).
(d)4.1j --Proposed form of Debt Securities (Medium-Term Senior
Subordinated Fixed Rate Note).
(d)4.1k --Proposed form of Debt Securities (Medium-Term Senior
Subordinated Floating Rate Note).
(f)4.2a --Form of Global Indenture between the Registrant and each
Senior Trustee.
(f)4.2b --Form of Global Indenture between the Registrant and each
Senior Subordinated Trustee.
(f)4.2c --Standard Multiple-Series Indenture Provisions dated as of
September , 1998.
(f)5 --Opinion of Schulte Roth & Zabel LLP in respect of the
legality of the Debt Securities registered hereunder,
containing the consent of such counsel.
II-2
<PAGE>
(g)12 --Computation of Ratios of Earnings to Fixed Charges.
(g)23.1 --Consent of KPMG Peat Marwick LLP.
(f)23.2 --Consent of Counsel. The consent of Schulte Roth & Zabel LLP
is included in its opinion filed herewith as Exhibit 5
to this Registration Statement.
(g)24.1 --Powers of Attorney.
(g)24.2 --Board Resolutions.
(g)25.1 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York.
(g)25.2 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The First National Bank of Chicago.
(g)25.3 --Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Harris Trust and Savings Bank.
- ----------
(a) Incorporated by reference to Registration Statement No. 2-93960 on Form S-3
filed October 25, 1984.
(b) Incorporated by reference to Registration Statement No. 33-30047 on Form S-3
filed July 24, 1989.
(c) Incorporated by reference to Registration Statement No. 33-37189 on Form S-3
filed October 5, 1990.
(d) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated July 21, 1992.
(e) Incorporated by reference to Registration Statement No. 33-58418 on Form S-3
filed February 16, 1993.
(f) To be filed by pre-effective amendment.
(g) Filed herewith.
II-3
<PAGE>
Item 17. Undertakings.
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 of 1933 (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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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 provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim of 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
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes (1) to use its best efforts
to distribute prior to the opening of bids, to prospective bidders,
underwriters, and dealers, a reasonable number of copies of a prospectus which
at the time meets the requirements of Section 10(a) of the Securities Act, and
relating to the securities offered at competitive bidding, as contained in the
registration statement, together with any supplements thereto, and (2) to file
an amendment to the registration statement reflecting the results of bidding,
the terms of the reoffering and related matters to the extent required by the
applicable form, not later than the first use, authorized by the issuer after
the opening of bids, of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of such securities by the
issuer and no reoffering of such securities by the purchasers is proposed to be
made.
II-4
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of Livingston and State of New Jersey, on the day of
September 18, 1998.
THE CIT GROUP, INC.
By /s/ ERNEST D. STEIN
-----------------------------------------
Ernest D. Stein
Executive Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
Signature and Title Date
------------------- ----
/s/ ALBERT R. GAMPER, JR.*
- ----------------------------------
Albert R. Gamper, Jr.
President, Chief Executive
Officer, and Director
(principal executive officer)
/s/ DANIEL P. AMOS*
- ----------------------------------
Daniel P. Amos
Director
/s/ YOSHIRO AOKI*
- ----------------------------------
Yoshiro Aoki
Director
- ----------------------------------
Takasuke Kaneko
Director
/s/ HISAO KOBAYASHI*
- ----------------------------------
Hisao Kobayashi
Director
/s/ JOSEPH A. POLLICINO* *By /s/ ERNEST D. STEIN September 18, 1998
- ---------------------------------- ------------------------
Joseph A. Pollicino Ernest D. Stein
Director Attorney-in-fact
/s/ PAUL N. ROTH*
- ----------------------------------
Paul N. Roth
Director
/s/ PETER J. TOBIN*
- ----------------------------------
Peter J. Tobin
Director
/s/ TOHRU TONOIKE*
- ----------------------------------
Tohru Tonoike
Director
/s/ ALAN F. WHITE*
- ----------------------------------
Alan F. White
Director
/s/ JOSEPH M. LEONE September 18, 1998
- ----------------------------------
Joseph M. Leone
Executive Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
Original powers of attorney authorizing Albert R. Gamper, Jr., Ernest D.
Stein, and Anne Beroza and each of them to sign this Registration Statement and
amendments hereto on behalf of the directors and officers of the Registrant
indicated above are held by the Registrant and available for examination
pursuant to Item 302(b) of Regulation S-T.
II-5
EXHIBIT 12
THE CIT GROUP, INC. AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(Dollar Amounts In Millions)
Six Months Ended
June 30,
-----------------------
1998 1997
---- ----
Net income $ 165.4 $ 163.8
Provision for income taxes 91.7 94.4
-------- ---------
Earnings before provision for income taxes 257.1 258.2
-------- ---------
Fixed charges:
Interest and debt expense on indebtedness 502.4 456.7
Minority interest in subsidiary trust
holding solely debentures of
the company 9.6 6.7
Interest factor - one third of rentals on
real and personal properties 4.9 4.7
-------- ---------
Total fixed charges 516.9 468.1
-------- ---------
Total earnings before provision for income
taxes and fixed charges $ 774.0 $ 726.3
======== =========
Ratios of earnings to fixed charges 1.50x 1.55x
======== =========
Exhibit 23.1
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-3 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.
KPMG Peat Marwick LLP
Short Hills, New Jersey
September 17, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation, 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-3 for the registration of debt securities under said Act of
$4,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $4,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement 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 18th
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, 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-3 for the registration of debt securities under said Act of
$4,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $4,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement 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 18th
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, 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-3 for the registration of debt securities under said Act of
$4,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $4,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement 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 18th
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, 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-3 for the registration of debt securities under said Act of
$4,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $4,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement 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 18th
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, 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-3 for the registration of debt securities under said Act of
$4,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $4,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement 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 18th
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, 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-3 for the registration of debt securities under said Act of
$4,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $4,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement 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 18th
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, 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-3 for the registration of debt securities under said Act of
$4,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $4,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement 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 18th
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, 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-3 for the registration of debt securities under said Act of
$4,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $4,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement 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 18th
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, 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-3 for the registration of debt securities under said Act of
$4,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $4,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement 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 18th
day of September, 1998.
/s/ Alan F. White
---------------------------
Alan F. White
THE CIT GROUP, INC.
CERTIFIED RESOLUTIONS
I, Anne Beroza, hereby certify that I am the Assistant Secretary and the
official assistant to the official custodian of certain records including the
Certificate of Incorporation, By-Laws, and minutes of the meetings of the Board
of Directors of THE CIT GROUP, INC., a Delaware corporation, and that the
following is a true, accurate, and compared extract from the minutes of the
meeting of the Board of Directors of THE CIT GROUP, INC. held on May 27, 1998,
and that the same have not been revoked, annulled or amended in any manner
whatsoever:
WHEREAS, The CIT Group, Inc. (the "Corporation") desires to obtain
financing in the public debt markets and in that connection desires to
authorize certain officers of the Corporation to sign on behalf of the
Corporation and certain of its directors and officers a registration
statement on Form S-3, and any amendments thereto, for the registration of
debt securities of the Corporation pursuant to the following resolutions
under the Securities Act of 1933, as amended (the "Securities Act"), under
such terms and conditions, which may be amended from time to time, as the
President and Chief Executive Officer, the Chief Financial Officer or the
Treasurer of the Corporation (the "Authorized Officers") may determine;
and
WHEREAS, the Corporation currently has registered with the
Securities and Exchange Commission (the "Commission") debt securities in
the unsold amount of $4.168 billion, of which $3.368 billion is registered
and unsold under the Corporation's existing medium term note program, and
the Corporation desires to authorize the offering, sale and issuance of an
additional $3.0 billion in such debt securities;
NOW, THEREFORE, BE IT:
RESOLVED, that the Corporation hereby authorizes the addition of
$3.0 billion to the amounts of debt securities already registered, for the
offer, issue and sale from time to time up to $7.168 billion aggregate
principal amount of debt securities of the Corporation or, if issued at an
original issue discount, such greater principal amount as shall result in
an aggregate initial public offering price of $7.168 billion (all in
United States dollars or an equivalent amount in another currency or
composite currency) to be made (i) directly to purchasers, (ii) through
agents designated from time to time, (iii) through underwriters or a group
of underwriters represented by one or more particular underwriter(s), or
(iv) to dealers, from and after the date hereof on a continuing basis
(such issue of debt securities or any series thereof being hereinafter
sometimes referred to in these resolutions as the "Debt Securities") under
such terms and conditions, which may be amended from time to time, as any
Authorized Officer shall determine; and
RESOLVED FURTHER, that the proper officers of the Corporation are
hereby authorized to proceed with the preparation of a registration
statement on Form S-3 (the "Registration Statement") for the registration
under the Securities Act of any or all of the Debt Securities under Rule
415 under the Securities Act; and
<PAGE>
RESOLVED FURTHER, that each of Albert R. Gamper, Jr., Ernest D.
Stein, Anne Beroza with full power to act with or without the others is
hereby authorized to sign the Registration Statement and any and all
amendments (including post-effective amendments) to the Registration
Statement, on behalf of and as true and lawful attorney-in-fact or
attorneys-in-fact for the Corporation and on behalf of and as true and
lawful attorney-in-fact or attorneys-in-fact for the Chief Executive
Officer and/or the Chief Financial Officer and/or the Chief Accounting
Officer and/or other officers of the Corporation, including, without
limitation, the Chairman and/or the Vice Chairman and/or the President
and/or each Senior Executive Vice President and/or each Executive Vice
President and/or each Senior Vice President and/or each Vice President
and/or the Treasurer and/or the Secretary and/or the Assistant Secretary
(in attestation of the corporate seal of the Corporation or otherwise).
RESOLVED, that any of the Authorized Officers is hereby authorized
to approve the forms, terms and provisions of the form of Registration
Statement and the form of Preliminary Prospectus, and once so approved,
each of Albert R. Gamper, Jr., Ernest D. Stein, and Anne Beroza be, and
with full power to act without the other hereby is, authorized (i) to
sign, in the name and on behalf of the Corporation, the Registration
Statement and any amendments thereto as any of them may approve, in such
form as the officer executing the Registration Statement or any such
amendment may approve, with any changes from the form attached hereto as
he may approve, such execution to be conclusive evidence of such approval,
and (ii) to file the Registration Statement or amendment and any
prospectus (a "Prospectus") appropriate to offer the Debt Securities with
the Commission;
RESOLVED FURTHER, that each of Ernest D. Stein and Anne Beroza is
hereby designated agents of the Corporation to receive any and all notices
and communications from the Commission relating to the Registration
Statement, any amendments thereto and any Prospectus or supplement
thereto, and that there are hereby conferred upon Ernest D. Stein and Anne
Beroza the powers enumerated in Rule 478 of the Act;
RESOLVED FURTHER, that each of Ernest D. Stein and Anne Beroza be,
and hereby is, authorized to appear on behalf of the Corporation before
the Commission in connection with any matter relating to the Registration
Statement and any amendment thereto;
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
The CIT Group, Inc. this 18th day of September, 1998.
[SEAL] /s/ Anne Beroza
----------------------------
Assistant Secretary
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------
THE CIT GROUP, INC.
(Exact name of obligor as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices) (Zip code)
----------------------
Senior/Senior Subordinated Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York (formerly
Irving Trust Company) as now in effect, which contains the authority to
commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with
Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed
with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
-2-
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 16th day of September, 1998.
THE BANK OF NEW YORK
By: /s/ROBERT A. MASSIMILLO
---------------------------------------
Name: ROBERT A. MASSIMILLO
Title: ASSISTANT VICE PRESIDENT
-4-
<PAGE>
Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 1998,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin .......... $ 6,397,993
Interest-bearing balances ................................... 1,138,362
Securities:
Held-to-maturity securities ................................. 1,062,074
Available-for-sale securities ............................... 4,167,240
Federal funds sold and Securities purchased under agreements
to resell ................................................... 391,650
Loans and lease financing receivables:
Loans and leases, net of unearned income .................... 36,538,242
LESS: Allowance for loan and
lease losses .............................................. 631,725
LESS: Allocated transfer risk
reserve ................................................... 0
Loans and leases, net of unearned
income, allowance, and reserve ............................ 35,906,517
Assets held in trading accounts ............................... 2,145,149
Premises and fixed assets (including
capitalized leases) ......................................... 663,928
Other real estate owned ....................................... 10,895
Investments in unconsolidated
subsidiaries and associated
companies ................................................... 237,991
Customers' liability to this bank on
acceptances outstanding ..................................... 992,747
Intangible assets ............................................. 1,072,517
Other assets .................................................. 1,643,173
-----------
Total assets .................................................. $55,830,236
===========
LIABILITIES
Deposits:
In domestic offices ......................................... $24,849,054
Noninterest-bearing ......................................... 10,011,422
Interest-bearing ............................................ 14,837,632
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ............................ 15,319,002
Noninterest-bearing ......................................... 707,820
Interest-bearing ............................................ 14,611,182
Federal funds purchased and Securities
sold under agreements to repurchase ......................... 1,906,066
Demand notes issued to the U.S. ...............................
Treasury .................................................... 215,985
Trading liabilities ........................................... 1,591,288
Other borrowed money:
With remaining maturity of one year
or less ................................................... 1,991,119
With remaining maturity of more than
one year through three years .............................. 0
With remaining maturity of more than
three years ............................................... 25,574
Bank's liability on acceptances exe-
cuted and outstanding ....................................... 998,145
Subordinated notes and debentures ............................. 1,314,000
Other liabilities ............................................. 2,421,281
-----------
Total liabilities ............................................. 50,631,514
-----------
EQUITY CAPITAL
Common stock .................................................. 1,135,284
Surplus ....................................................... 731,319
Undivided profits and capital
reserves .................................................... 3,328,050
Net unrealized holding gains
(losses) on available-for-sale
securities .................................................. 40,198
Cumulative foreign currency translation adjustments ........... ( 36,129)
-----------
Total equity capital .......................................... 5,198,722
-----------
Total liabilities and equity capital .......................... $55,830,236
===========
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi |
Alan R. Griffith | Directors
J. Carter Bacot |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)______________________
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
--------------
THE CIT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S.employer
incorporation or organization) Identification number)
1211 Avenue of the Americas 10036
New York, New York (Zip Code)
(Address of Principal Executive Offices)
Senior Debt Securities
(Title of the indenture securities)
<PAGE>
Item 1. General Information. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervision authority to which
it is subject.
Comptroller of Currency, Washington, D. C., Federal Deposit Insurance
Corporation, Washington, D. C., The Board of Governors of the Federal
Reserve System, Washington, D. C..
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
No such affiliation exists with the trustee.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility.
1. A copy of the articles of association of the trustee now in effect.*
2. A copy of the certificates of authority of the trustee to commence
business.*
3. A copy of the authorization of the trustee to exercise corporate trust
powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
* Exhibit 1, 2, 3 and 4 are herein incorporated by reference to Exhibits bearing
identical numbers in Item 16 of the Form T-1 of The First National Bank of
Chicago, filed as Exhibit 25 to the Registration Statement on Form S-3 of U S
WEST Capital Funding, Inc., filed with the Securities and Exchange Commission on
May 6, 1998 (Registration No. 333-51907-01).
2
<PAGE>
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, The First National Bank of Chicago, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Chicago, and State of
Illinois, on the 16th day of September, 1998.
The First National Bank of Chicago,
Trustee,
By:
Steven M. Wagner
First Vice President
3
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
September 16, 1998
Securities and Exchange Commission
Washington, D. C. 20549
Gentlemen:
In connection with the qualification of an indenture between The CIT Group, Inc.
and The First National Bank of Chicago, as trustee, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State Authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
By: Steven M. Wagner
First Vice President
<PAGE>
EXHIBIT 7
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98
ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
Dollar Amounts in thousands C400
---------
ASSETS
<S> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule
RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1) 0081 4,490,272 1.a
b. Interest-bearing balances(2)............................................ 0071 5,586,990 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) .............. 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)............ 1773 8,974,952 2.b
3. Federal funds sold and securities purchased under agreements to
resell 1350 5,558,583 3.
4. Loans and lease financing receivables:
RCFD
a. Loans and leases, net of unearned income (from Schedule ----
RC-C)...................................................................... 2122 28,257,868 4.a
b. LESS: Allowance for loan and lease losses............................... 3123 413,742 4.b
c. LESS: Allocated transfer risk reserve................................... 3128 0 4.c
RCFD
d. Loans and leases, net of unearned income, allowance, and ----
reserve (item 4.a minus 4.b and 4.c).................................... 2125 27,844,126 4.d
5. Trading assets (from Schedule RD-D)........................................ 3545 6,073,169 5.
6. Premises and fixed assets (including capitalized leases) .................. 2145 721,430 6.
7. Other real estate owned (from Schedule RC-M) .............................. 2150 6,827 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................................. 2130 184,515 8.
9. Customers' liability to this bank on acceptances outstanding .............. 2155 310,026 9.
10. Intangible assets (from Schedule RC-M)..................................... 2143 302,859 10.
11. Other assets (from Schedule RC-F).......................................... 2160 2,137,491 11.
12. Total assets (sum of items 1 through 11)................................... 2170 62,191,240 12.
</TABLE>
- ----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
5
<PAGE>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/98
ST-BK: 17-1630 FFIEC031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
Schedule RC-Continued
<TABLE>
<CAPTION>
Dollar Amounts in
Thousands
-----------------
LIABILITIES
<S> <C> <C> <C>
13. Deposits: RCON
a. In domestic offices (sum of totals of columns A and C ----
from Schedule RC-E, part 1)............................................ 2200 21,810,607 13.a
(1) Noninterest-bearing(1)............................................. 6631 9,864,956 13.a1
(2) Interest-bearing................................................... 6636 11,945,651 13.a2
RCFN
b. In foreign offices, Edge and Agreement subsidiaries, and ----
IBFs (from Schedule RC-E, part II)... .................................. 2200 15,794,963 13.b
(1) Noninterest bearing................................................ 6631 482,528 13.b1
(2) Interest-bearing................................................... 6636 15,312,435 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 3.858,711 14
15. a. Demand notes issued to the U.S. Treasury .............................. RCON 2840 1,444,748 15.a
b. Trading Liabilities(from Sechedule RC-D)............................... RCFD 3548 5,661,633 15.b
RCFD
16. Other borrowed money: ----
a. With original maturity of one year or less ............................ 2332 4,356,061 16.a
b. With original maturity of more than one year ......................... A547 385,550 16.b
c. With original maturity of more than three years .................. A548 320,386 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding .................. 2920 310,026 18.
19. Subordinated notes and debentures......................................... 3200 2,200,000 19.
20. Other liabilities (from Schedule RC-G).................................... 2930 1,176,564 20.
21. Total liabilities (sum of items 13 through 20)............................ 2948 57,319,249 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............................. 3838 0 23.
24. Common stock.............................................................. 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) 3839 3,188,187 25.
26. a. Undivided profits and capital reserves ................................ 3632 1,467,324 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities............................................................. 8434 18,040 26.b
27. Cumulative foreign currency translation adjustments ...................... 3284 (2,418) 27.
28. Total equity capital (sum of items 23 through 27) ........................ 3210 4,871,991 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)..................................... 3300 62,191,240 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the
statement below that best describes the most
comprehensive level of auditing work performed
for the bank by independent external Number Number
auditors as of any date during 1996...... RCFD 6724 ..... N/A M.1.
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4.= Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors 6 =
Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- ----------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
6
Exhibit 25.3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2) ______
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Carolyn Potter, Harris Trust and Savings Bank,
311 West Monroe Street, Chicago, Illinois, 60606
312-461-2531 phone 312-461-3525 facsimile
(Name, address and telephone number for agent for service)
The CIT Group, Inc.
(Obligor)
Delaware 13-2994534
(State of Incorporation) (I.R.S. Employer Identification No.)
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices)
Debt Securities
(Title of indenture securities)
<PAGE>
1. GENERAL INFORMATION. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164 West
Jackson Boulevard, Chicago, Illinois; Federal Deposit Insurance
Corporation, Washington, D.C.; The Board of Governors of the Federal
Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate trust
powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee as now in effect
which includes the authority of the trustee to commence business and to
exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in effect
and includes the authority of the Trustee to commence business and to
exercise corporate trust powers was filed in connection with the
Registration Statement of Louisville Gas and Electric Company, File No.
2-44295, and is incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of Commercial Federal Corporation, File
No. 333-20711, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 15th day of September, 1998.
HARRIS TRUST AND SAVINGS BANK
By: /s/ C. Potter
---------------------------------
C. Potter
Assistant Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ C. Potter
---------------------------------
C. Potter
Assistant Vice President
2
<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of June 30, 1998, as published in accordance with a
call made by the State Banking Authority and by the Federal Reserve Bank of the
Seventh Reserve District.
[LOGO]
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on June 30, 1998, a state banking institution organized and operating
under the banking laws of this State and a member of the Federal Reserve System.
Published in accordance with a call made by the Commissioner of Banks and Trust
Companies of the State of Illinois and by the Federal Reserve Bank of this
District.
Bank's Transit Number 71000288
THOUSANDS
ASSETS OF DOLLARS
Cash and balances due
from depository institutions:
Non-interest bearing balances
and currency and coin ............................. $1,417,965
Interest bearing balances ......................... $303,574
Securities:
a. Held-to-maturity securities ....................... $0
b. Available-for-sale securities ..................... $4,490,777
Federal funds sold and securities
purchased under agreements to resell ................. $263,100
Loans and lease financing receivables:
Loans and leases, net of
unearned income ................................... $9,238,306
LESS: Allowance for loan
and lease losses .................................. $103,410
Loans and leases, net of unearned
income, allowance, and reserve
(item 4.a minus 4.b) .............................. $9,134,896
Assets held in trading accounts ...................... $192,782
Premises and fixed assets (including
capitalized leases) .................................. $230,242
Other real estate owned .............................. $244
Investments in unconsolidated subsidiaries
and associated companies ............................. $23
Customer's liability to this bank
on acceptances outstanding ........................... $39,065
Intangible assets .................................... $262,703
Other assets ......................................... $1,090,011
------------------------
TOTAL ASSETS ......................................... $17,425,382
========================
3
<PAGE>
LIABILITIES
Deposits:
In domestic offices $9,411,411
Non-interest bearing $3,093,738
Interest bearing $6,317,673
In foreign offices, Edge and
Agreement subsidiaries, and IBF's $1,501,440
Non-interest bearing $33,412
Interest bearing $1,468,028
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBF's:
Federal funds purchased & securities sold under
agreements to repurchase............. $3,465,000
Trading Liabilities $83,843
Other borrowed money: $1,016,061
a. With remaining maturity of one year or less $0
b. With remaining maturity of more than one year
Bank's liability on acceptances executed and
outstanding $39,065
Subordinated notes and debentures $225,000
Other liabilities $408,338
------------------------
TOTAL LIABILITIES $16,150,158
========================
EQUITY CAPITAL
Common stock $100,000
Surplus $601,594
a. Undivided profits and capital reserves $562,502
b. Net unrealized holding gains (losses)
on available-for-sale securities $11,128
------------------------
TOTAL EQUITY CAPITAL $1,275,224
========================
Total liabilities, limited-life preferred stock,
and equity capital $17,245,382
========================
I, Pamela Piarowski, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
PAMELA PIAROWSKI
7/30/98
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
EDWARD W. LYMAN,
ALAN G. McNALLY,
RICHARD E. TERRY
Directors.
4
