SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-A/A
(AMENDMENT NO. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE CIT GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-2994534
(State of incorporation (I.R.S. Employer
or organization Identification No.)
1211 Avenue of the Americas, New York, New York 10036
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective Pursuant Act and is effective Pursuant
to General Instruction A(c), to General Instruction A(d),
please check the following please check the following
box. [/x/] box. [ ]
Securities Act registration statement file number to which this form relates
(if applicable): Registration No. 333-86395
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock The New York Stock Exchange
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of the Registrant's Securities to be Registered.
The description of the securities to be registered hereby is
incorporated by reference to the description contained in the registrant's
Registration Statement on Form S-3 initially filed with the Securities and
Exchange Commission (the "Commission") on September 1, 1999 (Registration No.
333-86395) (as amended by Amendment No. 1 thereto filed with the Commission on
November 10, 1999, the "Registration Statement"). The description of the
securities to be registered hereby contained in any prospectus included in the
Registration Statement filed pursuant to Rule 424(b) under the Securities Act
of 1933, as amended, will be deemed to be incorporated by reference in this
registration statement upon the filing of any such prospectus with the
commission.
Item 2. Exhibits.
3.1 --Amended and Restated Certificate of Incorporation of the
registrant.
3.2 --Certificate of Designation of Special Voting Stock of The
CIT Group, Inc. (incorporated herein by reference to
Exhibit 3.3 to the registration statement on Form S-3,
as amended by Amendment No. 1, filed on November 10,
1999).
3.3 --Bylaws of the CIT Group, Inc., dated November 12, 1997
(incorporated herein by reference to Exhibit 3.2 to Form 8-A
filed on October 29, 1997).
4.1 --Form of certificate of Common Stock.
4.2 --Form of global note pertaining to $200 million in aggregate
principal amount of 5-7/8% notes due October 15, 2008 (the
"5-7/8" Notes) issued by the registrant and listed on the
NYSE (incorporated herein by reference to Exhibit 1 to the
Form 8-A filed by the registrant with the Commission on
October 21, 1993).
4.3 --Indenture, dated as of July 14, 1989, between the registrant
and The First National Bank of Chicago, as trustee,
pertaining to the 5-7/8% Notes (incorporated herein by
reference to Exhibit 4.8 to the registrant's registration
statement on Form S-3 filed with the Commission on July 24,
1989 (Registration No. 33-30047)).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
THE CIT GROUP, INC.
By: /s/ Ernest D. Stein
-----------------------------------
Name: Ernest D. Stein
Title: Executive Vice President,
General Counsel and
Secretary
Date: November 12, 1999
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 --Amended and Restated Certificate of Incorporation of the
registrant.
3.2 --Certificate of Designation of Special Voting Stock of The
CIT Group, Inc. (incorporated herein by reference to
Exhibit 3.3 to the registration statement on Form S-3,
as amended by Amendment No. 1, filed on November 10,
1999).
3.3 --By-Laws of the CIT Group, Inc., dated November 12, 1997
(incorporated herein by reference to Exhibit 3.2 to Form
8-A filed on October 29, 1997).
4.1 --Form of certificate of Common Stock.
4.2 --Form of global note pertaining to $200 million in aggregate
principal amount of 5-7/8% notes due October 15, 2008 (the
"5-7/8" Notes) issued by the registrant and listed on the
NYSE (incorporated herein by reference to Exhibit 1 to the
Form 8-A filed by the registrant with the Commission on
October 21, 1993).
4.3 --Indenture, dated as of July 14, 1989, between the registrant
and The First National Bank of Chicago, as trustee,
pertaining to the 5-7/8% Notes (incorporated herein by
reference to Exhibit 4.8 to the registrant's registration
statement on Form S-3 filed with the Commission on July 24,
1989 (Registration No. 33-30047)).
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EXHIBIT 3.1
AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
OF
THE CIT GROUP, INC.
UNDER SECTIONS 242 AND 245 OF THE
DELAWARE GENERAL CORPORATION LAW
The CIT Group, Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware, does hereby
certify that:
1. The name of the Corporation is The CIT Group, Inc.
2. The original certificate of incorporation of the Corporation
was filed by the Secretary of State of the State of Delaware on the 29th day
of August, 1979. The name under which the Corporation was originally
incorporated was "RCA Holdings Corp." The certificate of incorporation was
amended by amendments filed with the Secretary of State of the State of
Delaware on January 31, 1980 and April 30, 1986, further amended and restated
in its entirety by the filing of a Restated Certificate of Incorporation on
December 29, 1989, subsequently further amended by the filing of an amendment
thereto on September 26, 1997, and further amended and restated in its
entirety by the filing of an Amended and Restated Certificate of Incorporation
on November 12, 1997 (as so amended, the "Restated Certificate of
Incorporation").
3. This Amended and Restated Certificate of Incorporation
restates, integrates and further amends the Corporation's existing Restated
Certificate of Incorporation as follows:
(1) Article FOURTH has been amended to rename the Class A
Common Stock as "Common Stock," to remove the authorization for the issuance
of Class B Common Stock, to reclassify all authorized Class B Common Stock as
Common Stock and to remove the conversion and other provisions relating to the
Class B Common Stock;
(2) Article EIGHTH has been amended to eliminate the
reference to the Class B Transferee and to eliminate references to multiple
classes of common stock; and
(3) Article NINTH has been amended to eliminate references
to multiple classes of common stock.
4. The Restated Certificate of Incorporation of The CIT Group,
Inc., as amended or supplemented heretofore, is further amended hereby, and is
hereby restated to read in its entirety, as hereinafter set forth:
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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
THE CIT GROUP, INC.
FIRST: The name of the Corporation is The CIT Group, Inc.
SECOND: Its registered office in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street, Wilmington, County of
New Castle, Delaware 19801. The name of its registered agent at such address
is THE CORPORATION TRUST COMPANY.
THIRD: The purpose and powers of the Corporation are to engage
in any lawful act or activity for which corporations may be organized under
the General Corporation Law of the State of Delaware.
FOURTH: (a) The total number of shares of stock that the
Corporation shall have authority to issue is 1,260,000,000, of which (i)
50,000,000 shares shall be shares of preferred stock, par value $.01 per share
(the "Preferred Stock"), and (ii) 1,210,000,000 shares shall be shares of
Common Stock, par value $.01 per share ("Common Stock").
(b) Shares of Preferred Stock may be issued from time to
time in one or more series. Subject to any limitations set forth in this
Amended and Restated Certificate of Incorporation and any limitations
prescribed by the laws of the State of Delaware, the Board of Directors is
expressly authorized, prior to the issuance of any series of Preferred Stock,
to fix by resolution or resolutions providing for the issue of any series, the
number of shares included in such series and the designation, relative powers,
preferences and participating, optional or other special rights, and the
qualifications, limitations or restrictions of such series.
(c) The Board of Directors shall have the sole power to
issue additional shares of stock of any class or series at any time or from
time to time.
FIFTH: In determining the number or the record holders of
outstanding shares of any class of stock of the Corporation for the purpose of
computing or determining the method of computing the vote or determining the
right to vote at any meeting of stockholders or of a class of stockholders,
the original stock ledger of the Corporation as at the close of business on
the record date fixed for such meeting or, if the stock transfer books of the
Corporation shall have been closed for a period immediately preceding the date
of such meeting, then as at the close of business on the date as of which such
stock transfer books were so closed, shall be conclusive for all purposes, and
in determining the number or the record holders of outstanding shares of any
class of stock of the Corporation for any other purpose, the original stock
ledger of the Corporation as at the close of business on the date as of which
the determination is being made, shall be conclusive for all purposes; all
notwithstanding any other provision of this Amended and Restated Certificate
of Incorporation.
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SIXTH: The Board of Directors shall have all powers and
authorities conferred upon it by the laws of the State of Delaware and
is expressly authorized to adopt, amend or repeal the By-Laws of the
Corporation. The Corporation may in its By-Laws confer powers upon its
directors in addition to the powers and authorities expressly conferred upon
them by the laws of the State of Delaware.
SEVENTH: (a) Subject to the rights of the holders of any series
of Preferred Stock to elect additional directors under specific circumstances,
the number of directors of the Corporation shall be fixed by the By-Laws of
the Corporation and may be increased or decreased from time to time in such a
manner as may be prescribed by the By-Laws. The directors of the Corporation
need not be stockholders thereof.
(b) Unless and except to the extent that the By-Laws
of the Corporation shall so require, the election of directors of the
Corporation need not be by written ballot.
(c) Subject to any rights of holders of Preferred
Stock, any vacancy occurring in the Board of Directors caused by death,
resignation, increase in number of directors or otherwise may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director.
EIGHTH: (a) Any corporate action required to be taken at any
annual or special meeting of the stockholders, or any corporate action which
may be taken at any annual or special meeting of the stockholders, may be
taken only at a duly called annual or special meeting of stockholders and may
not be taken by written consent of the stockholders in lieu of a meeting.
(b) Unless otherwise prescribed by law or this Amended
and Restated Certificate of Incorporation, special meetings of stockholders
may be held at any time on call of the Chairman of the Board of Directors, a
Vice Chairman of the Board of Directors, the Chief Executive Officer, the
President or, at the request in writing of a majority of the Board of
Directors, any other officer.
NINTH: (a) In anticipation that DKB will remain a substantial
stockholder of the Corporation, and in anticipation that the Corporation and
DKB may engage in the same or similar activities or lines of business and have
an interest in the same areas of corporate opportunities, and in recognition
of the benefits to be derived by the Corporation through its continued
contractual, corporate and business relations with DKB (including possible
service of directors and officers and other employees of DKB as directors or
officers or other employees of the Corporation), the provisions of this
Article NINTH are set forth to regulate and define the conduct of certain
affairs of the Corporation as they may involve DKB and its directors and
officers and other employees, and the powers, rights, duties and liabilities
of the Corporation and its directors, officers and other employees and
stockholders in connection therewith.
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(b) DKB shall have no duty to refrain from engaging in
the same or similar activities or lines of business as the Corporation, and
neither DKB nor any director or officer or other employee thereof (except as
provided in subsection (c) below) shall be liable to the Corporation or its
stockholders for breach of any fiduciary duty by reason of any such activities
of DKB. In the event that DKB acquires knowledge of a potential transaction
or matter which may be a corporate opportunity for both DKB and the
Corporation, DKB shall have no duty to communicate or offer such corporate
opportunity to the Corporation and shall not be liable to the Corporation or
its stockholders for breach of any fiduciary duty as a stockholder of the
Corporation by reason of the fact that DKB pursues or acquires such corporate
opportunity for itself, directs such corporate opportunity to another person
or does not communicate information regarding such corporate opportunity to
the Corporation.
(c) In the event that a director or officer or other
employee of the Corporation who is also a director or officer or other
employee of DKB acquires knowledge of a potential transaction or matter which
may be a corporate opportunity for both the Corporation and DKB, such director
or officer or other employee of the Corporation shall have fully satisfied and
fulfilled his fiduciary duty to the Corporation and its stockholders with
respect to such corporate opportunity, if such person acts in a manner
consistent with the following policy:
(1) A corporate opportunity offered to any person who is
an officer or employee of the Corporation, and who is also a director but not
an officer or employee of DKB, shall belong to the Corporation; (2) a
corporate opportunity offered to any person who is a director but not an
officer or employee of the Corporation, and who is also a director or officer
or other employee of DKB shall belong to the Corporation if such opportunity
is expressly offered to such person in writing solely in his capacity as a
director of the Corporation, and otherwise shall belong to DKB; and (3) a
corporate opportunity offered to any person who is an officer or other
employee of both the Corporation and DKB, or an officer of one and a non-
officer employee of the other, shall belong to the Corporation if such
opportunity is expressly offered to such person in writing solely in his
capacity as an officer or employee of the Corporation, and otherwise shall
belong to DKB
(d) Any person purchasing or otherwise acquiring any
interest in shares of the capital stock of the Corporation shall be deemed to
have notice of and to have consented to the provisions of this Article NINTH.
(e) For purposes of this Article NINTH only:
(1) A director of the Corporation who is Chairman of the
Board of Directors of the Corporation or of a committee thereof shall not be
deemed to be an officer or employee of the Corporation by reason of holding
such position (without regard to whether such position is deemed an officer of
the Corporation under the By-Laws of the Corporation), unless such person is a
full-time employee of the Corporation; and
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(2) (i) The term "Corporation" shall mean the
Corporation and all corporations, partnerships, joint ventures, associations
and other entities which are controlled by the Corporation (directly or
indirectly) through the ownership of the outstanding voting power of such
corporation, partnership, joint venture, association or other entity or
otherwise and (ii) the term "DKB" shall mean DKB and all corporations,
partnerships, joint ventures, associations and other entities (other than the
Corporation, defined in accordance with subsection (i) of this Section (e)(2))
which are controlled by DKB(directly or indirectly) through the ownership of
the outstanding voting power of such corporation, partnership, joint venture,
association or other entity or otherwise.
(f) Notwithstanding anything in this Amended and Restated
Certificate of Incorporation to the contrary, the foregoing provisions of this
Article NINTH shall expire on the date that DKB ceases to own beneficially
Common Stock representing at least 25% of the total voting power of
outstanding Common Stock of the Corporation and no person who is a director or
officer or other employee of the Corporation is also a director or officer or
other employee of DKB. Neither the alteration, amendment or repeal of this
Article NINTH nor the adoption of any provision of this Amended and Restated
Certificate of Incorporation inconsistent with this Article shall eliminate or
reduce the effect of this Article in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article NINTH, would accrue
or arise, prior to such alteration, amendment, repeal or adoption.
TENTH: The Corporation elects not to be governed by Section 203 of
the General Corporation Law.
ELEVENTH: The personal liability of the directors of the
Corporation is hereby eliminated to the fullest extent permitted by the
General Corporation Law (including, without limitation, paragraph (7) of
subsection (b) of Section 102 thereof), as the same may be amended and
supplemented from time to time. Any repeal or modification of this Article
ELEVENTH shall not adversely affect any right or protection of a director of
the Corporation existing hereunder with respect to any act or omission
occurring prior to or at the time of such repeal or modification.
TWELFTH: The Corporation shall, to the fullest extent permitted by
the General Corporation Law (including, without limitation, Section 145
thereof), as the same may be amended and supplemented from time to time,
indemnify any and all persons whom it shall have power to indemnify under the
General Corporation Law. The indemnification provided for herein shall not be
deemed exclusive of any other rights to which those seeking indemnification
may be entitled, whether as a matter of law or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
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THIRTEENTH: The By-Laws of the Corporation may be altered, amended
or repealed at any meeting of the Board of Directors or of the stockholders,
provided that notice of such alteration, amendment or repeal be contained in
the notice of such meeting of the Board of Directors or stockholders (subject,
in the case of meetings of stockholders, to the provisions of Article II of
the By-Laws), as the case may be.
FOURTEENTH: Unless the context of this Amended and Restated
Certificate of Incorporation otherwise requires, words of any gender shall be
deemed to include each other gender and words using the singular or plural
number shall also include the plural or singular number, respectively.
5. This Amended and Restated Certificate of Incorporation was
duly adopted by the Board of Directors of the Corporation in accordance with
Section 245 of the General Corporation Law and by the affirmative vote of the
holders of a majority of the outstanding stock of the Corporation entitled to
vote thereon, in accordance with Section 242 of the General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to
be signed by Albert R. Gamper, Jr., its President and Chief Executive Officer,
this 28th day of October, 1999.
THE CIT GROUP, INC.
By: __/s/ Albert R. Gamper Jr._______
Name: Albert R. Gamper, Jr.
Title: President and Chief Executive
Officer
ATTEST:
___/s/ Ernest D. Stein____
Ernest D. Stein, Secretary
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EXHIBIT 4.1
(FRONT SIDE OF STOCK CERTIFICATE)
COMMON STOCK SHARES
NUMBER
___________________ _______________
CUSIP 125577106
THE CIT GROUP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN
TORONTO, CANADA AND NEW YORK, NEW YORK
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS IS TO CERTIFY THAT
________________________________
IS THE OWNER OF
FULLY PAID NON-ASSESSABLE SHARES OF COMMON STOCK $.01 PAR VALUE, OF The CIT
Group, Inc., transferable on the books of the Corporation by the holder hereof
in person or by duly authorized attorney upon surrender of this certificate
properly endorsed. This certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar or countersigned by the Co-
transfer agent.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated________________
_/s/ Albert R. Gamper, Jr. _/s/ Ernest D. Stein
President and Chief Executive Officer Secretary
COUNTERESIGNED: OR COUNTERSIGNED AND REGISTERED:
MONTREAL TRUST COMPANY OF CANADA THE BANK OF NEW YORK
By By
_____________________ __________________
Co-Transfer Transfer Agent and
Registrar
Authorized Signatory Authorized Signatory
(CORPORATE SEAL)
(REVERSE SIDE OF STOCK CERTIFICATE)
THE CIT GROUP, INC.
The Corporation will furnish without charge to each stockholder who so
requests, the designations, powers, preferences and relative participating,
optional or other special rights of each class of stock or series thereof of
the Corporation and the qualifications, limitations or restrictions of such
preferences and/or rights. Any such request should be made to the Secretary
of the Corporation or to the Transfer Agent and Registrar named on the face of
this certificate.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ___________ Custodian
(Cust)
TEN ENT - as tenants by the entireties
___________
JT TEN - as joint tenants with (Minor)
right of survivorship under Uniform gifts
and not as tenants in common to Minors Act
___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, _________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
______________________________________
______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
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Shares of the stock represented by the within certificate, and do hereby
irrevocably constitute and appoint __________________________, Attorney, to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.
Dated ________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED GUARANTEE MEDALLION PROGRAM).
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