As filed with the Securities and Exchange Commission
on November 16, 1999
Registration Statement No. 333-
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE CIT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1211 Avenue of the Americas, New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)
THE CIT GROUP INC. TRANSITION OPTION PLAN
(Full title of the plan)
Ernest D. Stein, Esq.
Executive Vice President, General Counsel & Secretary
The CIT Group, Inc.
1211 Avenue of the Americas
New York, New York 10036
(Name and address of agent for service)
(212) 536-1390
(Telephone number, including area code, of agent for service)
Please send copies to:
Andre Weiss, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Proposed
maximum Proposed
Amount offering maximum
to be price aggregate Amount of
Title of securities registered per offering registration
to be registered (1) share(2) price(2) fee
______________________________________________________________________________
Common Stock,
$.01 par value per
share 5,100,000 $22.69 $115,719,000 $32,169.89
<PAGE>
(1) Maximum number of shares authorized for issuance pursuant to the
Transition Option Plan (the "Plan") of The CIT Group, Inc. Also registered
hereunder are such additional number of shares of Common Stock ("Common
Stock"), presently undeterminable, as may be necessary to satisfy the
antidilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), and based on the average of the high and low prices of the
Common Stock as reported on the New York Stock Exchange on November 12, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will
be sent or given to employees participating in the Plan as specified by Rule
428(b)(2) of the Securities Act. Those documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3
of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission (the "Commission") allows The CIT
Group, Inc. (the "Company") to "incorporate by reference" the information the
Company files with the Commission. In other words, the Company can disclose
important information to investors by referring them to previously filed
documents. This incorporated information is an important part of this
Registration Statement. The Company's future filings with the Commission will
automatically update and supersede this information. The Company incorporates
the following documents by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1998;
2. The Company's Current Reports on Form 8-K dated January 28, 1999,
February 22, 1999, March 8, 1999, March 22, 1999, April 27, 1999, May 10,
1999, May 17, 1999, June 14, 1999, July 30, 1999, August 5, 1999, August 18,
1999, September 22, 1999 , October 6, 1999, October 25, 1999 and October 26,
1999;
3. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999;
4. The description of the Common Stock contained in registration
statement on Form S-3, Amendment No. 1 (File No. 333-84859), filed by the
Company with the Commission on September 10, 1999. This description of the
Common Stock is incorporated by reference into the registration statement on
Form 8-A, Amendment No. 2 filed by the Company with the Commission on November
12, 1999 pursuant to the Securities Exchange Act of 1934, (the "Exchange
Act").
The Company also incorporates by reference all reports and other
documents the Company files under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, after the date of this Registration Statement and before the
Company files a post-effective amendment. The Company files the post-
effective amendment when all securities have been sold or when it chooses to
deregister the securities remaining unsold.
Item 4. Description of Securities.
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The legality of the issuance of the Common Stock being registered hereby
is being passed upon by Schulte Roth & Zabel, 900 Third Avenue, New York, New
York 10022, counsel for the Company. Paul N. Roth, a director of the Company,
is a partner at Schulte Roth & Zabel LLP.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation except that no indemnification may be
made in respect 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 that a present or former
director or officer of a corporation has been successful on the merits or
otherwise in 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, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person 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.
<PAGE>
Article X of the Bylaws of the Company provides, in effect, that, in
addition to any rights afforded to an officer, director or employee of the
Company by contract or operation of law, the Company may indemnify any person
who is or was a director, officer, employee, or agent of the Company, or of
any other corporation which he served at the request of the Company, against
any and all liability and reasonable expense incurred by him in connection
with or resulting from any claim, action, suit, or proceeding (whether brought
by or in the right of the Company or such other corporation or otherwise),
civil or criminal, in which he may have become involved, as a party or
otherwise, by reason of his being or having been such director, officer,
employee, or agent of the Company or such other corporation, whether or not he
continues to be such at the time such liability or expense is incurred,
provided that such person acted in good faith and in what he reasonably
believed to be the best interests of the Company or such other corporation,
and, in connection with any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
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 Company 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 Company maintains directors' and officers' reimbursement
and liability insurance pursuant to standard form policies with aggregate
limits of $90,000,000. The risks covered by such policies include liabilities
under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as part of this
Registration Statement:
Exhibit
Number
_______
4 The CIT Group, Inc. Transition Option Plan, effective as of
the Effective Time, as defined in the Amended and Restated
Agreement and Plan of Reorganization between The CIT Group, Inc.
and Newcourt Credit Group Inc., dated August 5, 1999
---
5 Opinion of Schulte Roth & Zabel LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Ernst and Young LLP.
23.3 Consent of Schulte Roth & Zabel LLP (included in Exhibit 5).
24 Powers of Attorney.
<PAGE>
Item 9. Undertakings.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this
12th day of November, 1999.
THE CIT GROUP, INC.
By: /s/ Ernest D. Stein
___________________________
Ernest D. Stein
Executive Vice President,
General Counsel & Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on this 12th day of November, 1999.
By: /s/ Ernest D. Stein
____________________________
Ernest D. Stein
Attorney-in-Fact
Signature and Title
/s/ Albert R. Gamper, Jr.*
______________________________
Albert R. Gamper, Jr.
President, Chief Executive Officer
and Director (principal executive officer)
/s/ Joseph M. Leone*
______________________________
Joseph M. Leone
Executive Vice President and
Chief Financial Officer
(principal financial and accounting officer)
/s/ Daniel P. Amos*
______________________________
Daniel P. Amos
Director
/s/ Anthea Disney*
______________________________
Anthea Disney
Director
/s/ Takasuke Kaneko*
______________________________
Takasuke Kaneko
Director
/s/ Hisao Kobayashi*
______________________________
Hisao Kobayashi
Director
/s/ William M. O'Grady*
______________________________
William M. O'Grady
Director
/s/ Joseph A. Pollicino*
______________________________
Joseph A. Pollicino
Director
/s/ Paul N. Roth*
______________________________
Paul N. Roth
Director
/s/ Peter J. Tobin*
______________________________
Peter J. Tobin
Director
/s/ Tohru Tonoike*
______________________________
Tohru Tonoike
Director
/s/ Keiji Torii*
______________________________
Keiji Torii
Director
/s/ Alan F. White*
______________________________
Alan F. White
Director
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 Company
indicated above are held by the Company and available for examination pursuant
to Item 302(b) of Regulation S-T.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Company's
Compensation Committee of the Board of Directors, as administrator of the
Company's Transition Option Plan, has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, on this 12th day of November, 1999.
THE CIT GROUP, INC.
TRANSITION OPTION PLAN
By: /s/ Daniel P. Amos
_________________________________
Name: Daniel P. Amos
Title: Chairman of the Compensation
Committee, as Plan
Administrator
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
4 The CIT Group, Inc. Transition Option
Plan, effective as of the Effective Time, as defined in the
Amended and Restated Agreement and Plan of Reorganization between
The CIT Group, Inc. and Newcourt Credit Group Inc., dated August
5, 1999
5 Opinion of Schulte Roth & Zabel LLP
23.1 Consent of KPMG LLP.
23.2 Consent of Ernst and Young LLP.
23.3 Consent of Schulte Roth & Zabel LLP (included in Exhibit 5).
24 Powers of Attorney.
<PAGE>
EXHIBIT 4
THE CIT GROUP, INC.
TRANSITION OPTION PLAN
-----------------------
Effective as of the Effective Time, as defined in the
Amended and Restated Agreement and Plan of Reorganization between
The CIT Group, Inc. and Newcourt Credit Group Inc., dated August 5, 1999
1. PURPOSE
--------
This Plan has been established by The CIT Group, Inc. to provide a
means by which options to purchase shares of Newcourt Credit Group Inc. common
stock under the Newcourt Credit Group Inc. Stock Option Plan may be exchanged
pursuant to the terms of the Amended and Restated Agreement and Plan of
Reorganization between the Company and Newcourt, dated August 5, 1999 into
options to purchase shares of the Company's common stock par value $.01 per
share (all capitalized terms shall have the meanings provided below).
2. DEFINITIONS
-----------
In this Plan, the following terms have the following meanings:
"Agreement" means an agreement entered into by the Company and
each Participant setting forth the terms and provisions
applicable to a CIT Option.
"Board" means the board of directors of the Company.
"CIT Options" mean options granted under the Plan.
"CIT Shares" mean the shares of Class A common stock of the
Company par value $.01 per share.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation Committee of the Board or such
other committee appointed by the Board to administer the Plan.
"Company" means The CIT Group, Inc., a Delaware corporation, and
any successor thereto, or any subsidiary, division or affiliate
thereof.
"ECP" means The CIT Group, Inc. Long-Term Equity Compensation
Plan, amended and restated as of October 26, 1999.
"Effective Time" shall have the meaning provided in the
Reorganization Agreement.
"Exchange Ratio" shall have the meaning provided in the
Reorganization Agreement.
<PAGE>
"Fair Market Value" means on any day, with respect to CIT
Shares which are (a) listed on a United States securities
exchange, the last sales price of such shares on such day on
the largest United States securities exchange on which such
shares shall have traded on such day, or if such day is not a
day on which a United States securities exchange is open for
trading, on the immediately preceding day on which such
securities exchange was open, (b) not listed on a United States
securities exchange but is included in The NASDAQ Stock Market
System (including The NASDAQ National Market), the last sales
price on such system of such shares on such day, or if such day
is not a trading day, on the immediately preceding trading day,
(c) neither listed on a United States securities exchange nor
included in The NASDAQ Stock Market System, but are listed on
the Toronto Stock Exchange (the "TSE"), the last sales price on
the TSE of such shares on such day, or if such day is not a day
the TSE is open for trading, on the immediately preceding
trading day or (d) not listed on a United States securities
exchange, not included in The NASDAQ Stock Market System and
not listed on the TSE, the fair market value of such shares as
determined from time to time by the Board in good faith in its
sole discretion.
"Grant Date" means the date on which a Newcourt Option is
exchanged for a CIT Option pursuant to the terms of the Plan.
"Newcourt" means Newcourt Credit Group, Inc., an Ontario
corporation.
"Newcourt Grant Letter" means the letter from Newcourt to each
grantee of a Newcourt Option under the Newcourt Plan setting
forth the terms and provisions applicable to a Newcourt
Option.
"Newcourt Options" mean options granted under the Newcourt Plan.
"Newcourt Plan" means the Newcourt Credit Group Inc. Stock
Option Plan, dated as of February 18, 1999.
"Newcourt Shares" mean shares of common stock of Newcourt.
"Option Price" shall have the meaning as set forth in Section
6(c) herein.
"Participant" means any person who has been granted a CIT Option
under the Plan.
"Participant's Successors" shall mean the Participant's estate or
the person or persons to whom a CIT Option has been transferred
by will or by the laws of descent or distribution.
"Plan" means The CIT Group, Inc. Transition Option Plan, as
amended and restated from time to time.
<PAGE>
"Reorganization Agreement" means the Amended and Restated
Agreement and Plan of Reorganization between the Company and
Newcourt, dated August 5, 1999.
"Take-over Bid" means (a) a bona fide offer by any person or
company or group of persons or companies (an "Offeror") to
acquire CIT Shares where the CIT Shares subject to the offer to
acquire, together with the Offeror's CIT Shares, constitute in
the aggregate 50% or more of the issued and outstanding CIT
Shares at the date of the offer to acquire; (b) a bona fide offer
to exchange CIT Shares for the shares of another company pursuant
to an amalgamation, tender offer, merger or similar transaction
where the CIT Shares subject to the offer to exchange, together
with the Offeror's CIT Shares, constitute in the aggregate 50% or
more of the issued and outstanding CIT Shares at the date of the
offer to exchange; (c) a bona fide offer to acquire CIT Shares
pursuant to a plan of arrangement or similar transaction where
the CIT Shares subject to the offer to acquire together with the
Offeror's CIT Shares constitute in the aggregate 50% or more of
the issued and outstanding CIT Shares at the date of the offer to
acquire; and (d) any transaction similar in substance to the
foregoing. For purposes of the Plan, the Reorganization
Agreement and the transactions contemplated thereunder, shall not
constitute a Take-over Bid under the Plan.
"Take-over Bid Notice" means the notice given by the Company to a
Participant advising him or her of a Take-over Bid.
In this Plan, unless the context requires otherwise, references
to the male gender include the female gender, words importing in the singular
number may be construed to extend to and include the plural number, and words
importing the plural number may be construed to extend to and include the
singular number.
3. ADMINISTRATION
--------------
(a) This Plan shall be administered by the Committee. The members of the
Committee shall be appointed by the Board. The Board may from time to time
remove members from or add members to the Committee. Vacancies on the
Committee, howsoever caused, shall be filled by the Board.
(b) Subject to the express provisions of this Plan and the Reorganization
Agreement, the Committee shall have the power and authority to grant CIT
Options in exchange for Newcourt Options on the terms stated in Section 6
below.
(c) The Committee may delegate to one or more of its members or to any
other person or persons such ministerial duties as it may deem advisable. The
Committee may also delegate to the Chief Executive Officer of the Company the
authority, subject to such terms as the Committee shall determine, to perform
any and all functions as the Committee may determine. The Committee may also
employ attorneys, consultants, accountants or other professional advisors and
<PAGE>
shall be entitled to rely upon the advice, options or valuations of any such
advisors.
(d) The interpretation and construction by the Committee of any
provisions of this Plan or of any CIT Option granted hereunder and all actions
of the Committee shall be final and binding on all parties hereto. No member
of the Board or the Committee shall be liable for any action or determination
made in good faith with respect to this Plan or any CIT Option granted
hereunder.
(e) No member of the Committee, nor the Chief Executive Officer, or any
person to whom ministerial duties have been delegated, shall be personally
liable for any action, interpretation or determination made with respect to
this Plan or CIT Options granted hereunder, and each member of the Committee
and the Chief Executive Officer shall be fully indemnified and protected by
the Company with respect to any liability he or she may incur with respect to
any such action, interpretation or determination, to the extent permitted by
applicable law and to the extent provided in the Company's Certificate of
Incorporation and Bylaws, as amended from time to time, or under any agreement
between such member, the Chief Executive Officer and the Company.
4. ELIGIBILITY
-----------
CIT Options under this Plan shall be granted in accordance with Section 6
to each individual who was granted one or more Newcourt Options under the
Newcourt Plan. Such individuals are Participants under the Plan.
5. SHARES SUBJECT TO PLAN AND MAXIMUM SHARES TO PARTICIPANTS
---------------------------------------------------------
(a) Subject to adjustment in accordance with the provisions of this
Section 5 and Section 7 of this Plan, the maximum number of CIT Shares for
which CIT Options may be granted under this Plan shall be 5.1 million. The
CIT Shares subject to this Plan shall be authorized but unissued CIT Shares,
treasury CIT Shares or any combination thereof.
(b) If, pursuant to the terms of the Reorganization Agreement, the number
of CIT Shares underlying the CIT Options required to be issued in exchange for
Newcourt Options outstanding as of the Effective Time exceeds the number of
CIT Shares set forth in Section 5(a), the maximum number of CIT Shares under
the Plan shall be increased to the amount necessary so that CIT Options can be
exchanged for all Newcourt Options outstanding as of the Effective Time;
provided that the number of CIT Shares available for award under the ECP is
reduced by the number of CIT Shares that Section 5(a) is increased.
(c) With respect to CIT Shares underlying CIT Options that are not
required to be issued in exchange for Newcourt Options outstanding as of the
Effective Time or any CIT Options that are canceled, terminate, expire or
lapse for any reason without the issuance of CIT Shares or payment in respect
thereof, shall be available for grant under the ECP.
<PAGE>
(d) The maximum aggregate number of CIT Shares that may be granted in the
form of CIT Options granted in any one fiscal year to any one Participant
shall be 1 million.
6. TERMS AND CONDITIONS OF CIT OPTIONS
-----------------------------------
In accordance with Section 1.6 of the Reorganization Agreement, CIT
Options granted to a Participant pursuant to this Plan shall be in exchange
for and shall constitute a release of any and all rights to each Newcourt
Option granted to such Participant under the Newcourt Plan. The CIT Options
shall be authorized by the Committee under terms and conditions approved by
the Committee and shall be evidenced by Agreements in such form as the
Committee shall from time to time approve, which such Agreements shall contain
or shall be subject to the following terms and conditions, whether or not such
terms and conditions are specifically included therein:
(a) Number of Shares. Each CIT Option shall state the number of CIT
Shares to which it pertains. The number of CIT Shares subject to each CIT
Option shall be equal to the number of Newcourt Shares subject to the Newcourt
Option exchanged therefor multiplied by the Exchange Ratio, rounded down to
the nearest whole CIT Share.
(b) Grant Date. Each CIT Option shall state the Grant Date which shall
be the Effective Time.
(c) Option Price. The Option Price shall be the option price of the
Newcourt Option exchanged therefor divided by the Exchange Ratio, increased to
the nearest whole cent.
(d) Medium and Time of Payment. With respect to a CIT Option, or
portion thereof, the Option Price shall be payable on the exercise of the CIT
Option and shall be paid in cash or its equivalent, or such other means
satisfactory to the Committee.
(e) Term. All CIT Options granted under this Plan, to the extent not
previously exercised, shall terminate in accordance with the provisions of the
Participant's Agreement; provided, however, that no CIT Option shall be
exercisable later than the tenth anniversary of the date of the original grant
of the Newcourt Option.
(f) Exercisability. All CIT Options shall become vested and exercisable
in accordance with the vesting schedule applicable to the Newcourt Options
granted under the Newcourt Plan pursuant to the Newcourt Grant Letter,
provided, however, that the Committee may, in its discretion, accelerate the
vesting of CIT Options. The Committee shall set forth the accelerated vesting
provisions, if any, in the Participant's Agreement.
(g) Registration Obligation. The Company shall use its best efforts to
cause there to be effective as of a date as soon as practicable after the
Effective Time, a registration statement on Form S-8 (or any successor form)
or another appropriate form, with respect to the CIT Shares subject to CIT
<PAGE>
Options, and shall use its best efforts to maintain the effectiveness of such
registration statement or registration statements (and maintain the current
status of the prospectus or prospectuses contained therein) for so long as CIT
Options relating to CIT Shares remain outstanding.
(h) Effect of Death. A Participant's Successors may exercise the CIT
Options that were held by the Participant on the date of the Participant's
death upon proof satisfactory to the Company of their authority. The
Participant or the Participant's Successors must exercise any such CIT Option
within the period of time set forth in the Participant's Agreement and in any
event prior to the date on which the CIT Option expires as provided by Section
6(e) of this Plan. Such exercise shall be subject to the terms and conditions
of this Plan.
(i) Nonassignability of CIT Option Rights. No CIT Option shall be
assignable or transferable by the Participant except by will or by the laws of
descent and distribution unless prior written consent of the Committee is
given. During the lifetime of the Participant, the CIT Option shall be
exercisable only by the Participant.
(j) Rights as Shareholder. Neither a Participant nor a Participant's
Successors shall have rights as a shareholder of the Company with respect to
any CIT Shares subject to a CIT Option until the date of issuance of a stock
certificate to him or her for such CIT Shares. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior
to the date such stock certificate is issued, except as provided in Section 7
hereof.
7. ANTI-DILUTION PROVISIONS
-------------------------
The number of CIT Shares deliverable upon the exercise of a CIT Option
shall be subject to adjustment in the events and in the manner following:
(a) In the event of any subdivision or subdivisions of the CIT Shares of
the Company as such CIT Shares are constituted on the Grant Date, at any time
while such CIT Option is in effect into a greater number of CIT Shares, the
Company will thereafter deliver at the time of purchase of CIT Shares pursuant
to a CIT Option, in addition to the number of CIT Shares in respect of which
the right to purchase is then being exercised, such additional number of CIT
Shares as result from said subdivision or subdivisions without the Participant
making any additional payment or giving any other consideration therefor.
(b) In the event of any consolidation or consolidations of the CIT
Shares of the Company as such CIT Shares are constituted on the Grant Date, at
any time while such CIT Option is in effect, into a lesser number of CIT
Shares, the Company will thereafter deliver and the Participant shall accept,
at the time of purchase of CIT Shares hereunder, in lieu of the number of CIT
Shares in respect of which the right to purchase is then being exercised, the
lesser number of CIT Shares as result from such consolidation or
consolidations.
<PAGE>
(c) In the event of any change of the CIT Shares of the Company as such
CIT Shares are constituted on the Grant Date, at any time while such CIT
Option is in effect, the Company will thereafter deliver at the time of
purchase of CIT Shares hereunder the number of CIT Shares of the appropriate
class resulting from such change as the Participant would have been entitled
to receive in respect of the number of CIT Shares so purchased had the right
to purchase been exercised before such change.
(d) In the event of any capital reorganization, reclassification or
change of outstanding CIT Shares of the Company or in the event of any
consolidation, merger or amalgamation of the Company with or into any other
company or in the event of any sale of the property of the Company as or
substantially as an entity at any time while any CIT Option is in effect, the
Participant shall thereafter have the right to purchase and receive, in lieu
of the CIT Shares immediately theretofore purchasable and receivable upon the
exercise of such CIT Option, the kind and amount of shares and other
securities and property receivable upon such capital reorganization,
reclassification, change, consolidation, merger, amalgamation or sale which
the holder of a number of CIT Shares equal to the number of CIT Shares
immediately theretofore purchasable and receivable upon the exercise of such
CIT Option would have received as a result of such reorganization,
reclassification, change, consolidation, merger, amalgamation or sale. The
subdivision or consolidation of CIT Shares at any time outstanding into a
greater or lesser number of CIT Shares shall not be deemed to be a capital
reorganization or a reclassification of the capital of the Company for the
purposes of this Section 7(d).
(e) The adjustments provided for in this Section 7 are cumulative.
(f) The Company shall not be required to issue fractional shares in
satisfaction of its obligations hereunder. Any fractional interest in a CIT
Share that would, except for the provisions of this Section 7(f) be
deliverable upon the exercise of any CIT Option shall be cancelled and not be
deliverable by the Company.
8. TAKE-OVER BID
-------------
If a Take-over Bid is made or announced, then, notwithstanding Section 6,
but subject to the other provisions of the Plan and subject to any required
regulatory approvals, the following shall apply:
(a) The Board may, in its sole and arbitrary discretion, (i) give its
express consent to the exercise of any CIT Options which are outstanding at
the time that such Take-over Bid was made regardless of whether unvested CIT
Options have vested in accordance with their terms; and (ii) determine an
appropriate mechanism for dealing with all outstanding CIT Options (vested or
unvested) if a Take-over Bid is made or announced.
(b) If the Board has so expressly consented to the exercise of any
unvested CIT Options outstanding at the time that such Take-over Bid was made
or announced, the Company shall immediately after such consent has been given,
<PAGE>
provide a Take-over Notice to each Participant then holding unexpired CIT
Options (whether vested or unvested) advising of the Take-over Bid and such
Take-over Bid Notice shall (i) provide reasonable particulars of the Take-over
Bid and the Board's recommendation in respect thereof, and (ii) shall specify
how all outstanding CIT Options shall be treated under the Take-over Bid,
which may, but is not required to, include a specification that the
Participant may, at any time during the period commencing on the date of the
Take-over Bid Notice and ending on a date specified by the Company, exercise
all or any portion of any such unexpired CIT Options then held by the
Participant.
(c) If a Participant wishes to exercise any such CIT Options, such
exercise shall be made in accordance with Section 6 hereof, provided that, if
necessary in order to permit such Participant to participate in the Take-over
Bid and the Company has so specified in the Take-over Bid Notice, the CIT
Options so exercised shall be deemed to have been exercised and the issuance
of the CIT Shares issuable upon such exercise (such CIT Shares being referred
to in this Section 8 as the "Specified CIT Shares") shall be deemed to have
been issued, effective as of the first business day immediately prior to the
date on which the Take-over Bid was made or announced.
(d) If a Participant does not exercise any of his/her CIT Options prior
to (i) the completion of the Take-over Bid, or (ii) the expiration of the
exercise period specified in the Takeover Bid Notice, as applicable, then the
Participant shall cease to have any further right to exercise such CIT
Options, in whole or in part, and each such CIT Option shall be deemed to have
expired and shall be null and void.
(e) The Take-over Bid Notice shall specify the manner in which the
Company shall deal with any Specified Shares not taken up and paid for by the
Offeror (whether by non-completion of the Take-over Bid or otherwise), which
arrangements may, but are not required to, include in the sole discretion of
the Company: (i) that the Specified Shares or portion thereof be returned by
the Participant to the Company with the Company refunding the applicable
aggregate Option Price (without interest but inclusive of all taxes paid or
payable by the Participant in connection with the exercise of CIT Options),
and (ii) reinstating the original CIT Options (with the original terms
thereof) notwithstanding the deemed exercise or cancellation of such CIT
Options as specified in the Take-over Notice.
(f) In no event shall a Participant who has acquired CIT Shares
pursuant to a CIT Option made exercisable pursuant to this Section 8 be
entitled to sell or otherwise dispose of the Specified Shares otherwise than
pursuant to the Take-over Bid, a subsequent Takeover Bid or as otherwise
authorized by the Board.
9. AMENDMENT AND TERMINATION
-------------------------
The Committee may at any time, and from time to time, in its sole
discretion alter, amend, suspend or terminate the Plan in whole or in part for
any reason or for no reason; provided, however, that no amendment or other
<PAGE>
action that requires stockholder approval for the Plan to continue to comply
with applicable law shall be effective unless such amendment or other action
shall be approved by the requisite vote of stockholders of the Company
entitled to vote thereon.
Any amendment or termination of this Plan shall not, without the written
consent of the Participant, affect such Participant's rights under any CIT
Option theretofore granted to such Participant.
10. TAX WITHHOLDING
---------------
The Company shall have the right to require a Participant or a
Participant's Successors to remit to the Company an amount sufficient to
satisfy Federal, state and local withholding tax requirements, if any, or to
deduct from all payments under this Plan amounts sufficient to satisfy all
withholding tax requirements. Whenever payments under this Plan are to be
made to a Participant in cash, such payments shall be net of any amounts
sufficient to satisfy all Federal, state and local withholding tax
requirements. The Committee may, in its sole discretion, permit a Participant
to satisfy his or her tax withholding obligation either by (i) surrendering
CIT Shares owned by such Participant, or (ii) having the Company withhold from
CIT Shares otherwise deliverable to such Participant. CIT Shares surrendered
or withheld shall be valued at their Fair Market Value as of the date on which
income is required to be recognized for income tax purposes.
11. NOTICES
-------
(a) Any payment, notice, statement, certificate or other instrument
required or permitted to be given to a Participant or any person claiming or
deriving any rights through him shall be given by:
(i) delivering it personally to the Participant or to the person
claiming or deriving rights through him, as the case may be, or
(ii) mailing it postage paid (provided that the postal service is
then in operation) or delivering it to the address which is maintained for the
Participant in the Company's personnel records.
(b) Any payment, notice, statement, certificate or instrument required
or permitted to be given to the Company or its designee shall be given by
mailing it postage prepaid (provided that the postal service is then in
operation) or delivering it to the Company or its designee at the following
address or such other address as the Committee may determine:
The CIT Group, Inc.
650 CIT Drive
Livingston, New Jersey 07039
Attention: Human Resources Department
(c) Any payment, notice, statement, certificate or other instrument
referred to in (a) or (b) above, if delivered, shall be deemed to have been
<PAGE>
given or delivered on the date on which it was delivered or, if mailed
(provided that the postal service is then in operation), shall be deemed to
have been given or delivered on the second business day following the date on
which it was mailed.
12. COMPLIANCE WITH SECTION 162(m) OF THE CODE
------------------------------------------
The grant of CIT Options under the Plan is intended to comply with
Section 162(m) of the Code to the extent that the Option Price of such CIT
Options is greater than or equal to the Fair Market Value of CIT Shares on the
Grant Date.
13. MISCELLANEOUS
--------------
(a) The granting of a CIT Option shall impose no obligation upon the
Participant to exercise such CIT Option.
(b) The Committee shall have the power to make such rules and
regulations for the administration of this Plan, and to interpret the
provisions hereof and of such rules and regulations, as it shall in its sole
discretion determine to be appropriate.
(c) The determination by the Committee of any question which may arise
as to the interpretation or implementation of the Plan or any of the CIT
Options granted hereunder shall be final and binding on all Participants and
other persons claiming or deriving rights through any of them.
(d) The Plan shall inure to the benefit of and be binding upon the
Company, its successors and assigns. The interest of any Participant under
the Plan or in any CIT Option shall not be transferable or alienable by him
either by pledge, assignment or in any other manner whatsoever and, during his
lifetime, shall be vested only in him, but shall thereafter inure to the
benefit of and be binding upon the legal personal representatives of the
Participant.
(e) The Company's obligation to issue CIT Shares in accordance with the
terms of this Plan and any CIT Options granted hereunder is subject to
compliance with the laws, rules and regulations of all public agencies and
authorities applicable to the issuance and distribution of such CIT Shares and
to the listing of such CIT Shares on any stock exchange on which any of the
CIT Shares of the Company may be listed. As a condition of participating in
the Plan, each Participant agrees to comply with all such laws, rules and
regulations and agrees to furnish to the Company all information and
undertakings as may be required to permit compliance with such laws, rules and
regulations.
(f) Subject to the terms of Section 1.6 of the Reorganization
Agreement, no Participant or other person shall have any claim or right to be
granted CIT Options under the Plan. Neither the Plan nor any action taken
thereunder shall interfere with the right of the employer of a Participant to
<PAGE>
terminate that Participant's employment or relationship with the Company at
any time. Neither any period of notice nor any payment in lieu thereof upon
termination of employment or relationship with the Company shall be considered
as extending the period of employment or relationship with the Company for the
purposes of the Plan.
14. GOVERNING LAW
-------------
To the extent not preempted by Federal law, this Plan, and all Agreements
hereunder, shall be construed in accordance with and governed by the laws of
the State of New York.
15. EFFECTIVE DATE
---------------
This Plan shall become effective as of the Effective Time; provided that
the shareholders of the Company approve of the issuance of CIT Shares pursuant
to the Reorganization Agreement.
<PAGE>
EXHIBIT 5
[Letterhead of Schulte Roth & Zabel LLP]
November 12, 1999
The CIT Group, Inc.
1211 Avenue of the Americas
New York, New York 10036
Dear Ladies and Gentlemen:
We have acted as special counsel to The CIT Group, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the offer and sale of 5,100,000 shares of Common Stock, par
value $.01 per share, of the Company (the "Shares") issuable to participants
in the Company's Transition Option Plan (the "Plan").
In this capacity, we have examined originals, telecopies or
copies, certified or otherwise identified to our satisfaction, of such records
of the Company and all such agreements, certificates of public officials,
certificates of officers or representatives of the Company and others, and
such other documents, certificates and corporate or other records as we have
deemed necessary or appropriate as a basis for this opinion.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons signing or delivering any
instrument, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
latter documents.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares, to
the extent constituting original issuance securities, have been duly
authorized and, when issued and delivered to plan participants in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus which forms a part thereof. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
<PAGE>
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, 1999 relating to
the consolidated balance sheets of The CIT Group, Inc. and subsidiaries
as of December 31, 1998 and 1997, 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, 1998, incorporated by
reference in this Registration Statement on Form S-8 of The CIT Group, Inc.,
which report appears in the December 31, 1998 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.
/s/ KPMG LLP
Short Hills, New Jersey
November 10, 1999
<PAGE>
EXHIBIT 23.2
Consent of Independent Chartered Accountants
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) and related Prospectus of The CIT Group,
Inc. ("CIT") filed on November 15, 1999 with respect to CIT's Transition
Option Plan.
We also consent to the use of our report dated February 22, 1999 on the
consolidated financial statements of Newcourt Credit Group Inc. ("Newcourt")
as at December 31, 1998 and 1997 and for the years then ended and of our
report dated February 4, 1998 on the consolidated financial statements of
Newcourt as at December 31, 1997 and 1996 and for the years then ended in the
Current Report of CIT on Form 8-K filed on September 22, 1999, incorporated by
reference therein and filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chartered Accountants
Toronto, Canada
November 15, 1999
<PAGE>
EXHIBIT 24
POWERS OF ATTORNEY
CONSENT AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company
has reviewed and approved copies of the Company's registration statement
on Form S-8, to be filed with the Securities and Exchange Commission;
and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and
JAMES P. SHANAHAN, and each of them with full power to act without
the others, to execute, in the name and on behalf of the Company
and on behalf of the Principal Executive Officer or Officers
and/or the Principal Accounting Officer and/or any other Officer
of the Company, the registration statement on Form S-8, and any and
all amendments thereof, with power where appropriate to affix the
corporate seal of the Company thereto and to attest to said seal, and to
file such report, when so executed, including any exhibits required in
connection therewith, with the Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D.
STEIN, and JAMES P. SHANAHAN, and each of them with full power to
act without the others, his true and lawful attorneys-in-fact and
agents, for him and in his name, place, and stead, in any and all
capacities, to sign such Form S-8 and any and all amendments
thereof, and to file such Form S-8 and each such amendment, with
all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission;
and
Hereby grants unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
11th day of November, 1999.
/s/ Albert R. Gamper, Jr.
_____________________________
Albert R. Gamper, Jr.
<PAGE>
POWERS OF ATTORNEY
CONSENT AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company
has reviewed and approved copies of the Company's registration statement
on Form S-8, to be filed with the Securities and Exchange Commission;
and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and
JAMES P. SHANAHAN, and each of them with full power to act without
the others, to execute, in the name and on behalf of the Company
and on behalf of the Principal Executive Officer or Officers
and/or the Principal Accounting Officer and/or any other Officer
of the Company, the registration statement on Form S-8, and any and all
amendments thereof, with power where appropriate to affix the corporate
seal of the Company thereto and to attest to said seal, and to file such
report, when so executed, including any exhibits required in connection
therewith, with the Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D.
STEIN, and JAMES P. SHANAHAN, and each of them with full power to
act without the others, his true and lawful attorneys-in-fact and
agents, for him and in his name, place, and stead, in any and all
capacities, to sign such Form S-8 and any and all amendments
thereof, and to file such Form S-8 and each such amendment, with
all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission;
and
Hereby grants unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
11th day of November, 1999.
/s/ Daniel P. Amos
_____________________________
Daniel P. Amos
<PAGE>
POWERS OF ATTORNEY
CONSENT AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company
has reviewed and approved copies of the Company's registration statement
on Form S-8, to be filed with the Securities and Exchange Commission;
and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and
JAMES P. SHANAHAN, and each of them with full power to act without
the others, to execute, in the name and on behalf of the Company
and on behalf of the Principal Executive Officer or Officers
and/or the Principal Accounting Officer and/or any other Officer
of the Company, the registration statement on Form S-8, and any and all
amendments thereof, with power where appropriate to affix the corporate
seal of the Company thereto and to attest to said seal, and to file such
report, when so executed, including any exhibits required in connection
therewith, with the Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D.
STEIN, and JAMES P. SHANAHAN, and each of them with full power to
act without the others, his true and lawful attorneys-in-fact and
agents, for him and in his name, place, and stead, in any and all
capacities, to sign such Form S-8 and any and all amendments
thereof, and to file such Form S-8 and each such amendment, with
all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission;
and
Hereby grants unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 11th
day of November, 1999.
/s/ Anthea Disney
_____________________________
Anthea Disney
<PAGE>
POWERS OF ATTORNEY
CONSENT AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company
has reviewed and approved copies of the Company's registration statement
on Form S-8, to be filed with the Securities and Exchange Commission;
and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and
JAMES P. SHANAHAN, and each of them with full power to act without
the others, to execute, in the name and on behalf of the Company
and on behalf of the Principal Executive Officer or Officers
and/or the Principal Accounting Officer and/or any other Officer
of the Company, the registration statement on Form S-8, and any and all
amendments thereof, with power where appropriate to affix the corporate
seal of the Company thereto and to attest to said seal, and to file such
report, when so executed, including any exhibits required in connection
therewith, with the Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D.
STEIN, and JAMES P. SHANAHAN, and each of them with full power to
act without the others, his true and lawful attorneys-in-fact and
agents, for him and in his name, place, and stead, in any and all
capacities, to sign such Form S-8 and any and all amendments
thereof, and to file such Form S-8 and each such amendment, with
all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission;
and
Hereby grants unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
11th day of November, 1999.
/s/ Takasuke Kaneko
_____________________________
Takasuke Kaneko
<PAGE>
POWERS OF ATTORNEY
CONSENT AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company
has reviewed and approved copies of the Company's registration statement
on Form S-8, to be filed with the Securities and Exchange Commission;
and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and
JAMES P. SHANAHAN, and each of them with full power to act without
the others, to execute, in the name and on behalf of the Company
and on behalf of the Principal Executive Officer or Officers
and/or the Principal Accounting Officer and/or any other Officer
of the Company, the registration statement on Form S-8, and any and all
amendments thereof, with power where appropriate to affix the corporate
seal of the Company thereto and to attest to said seal, and to file such
report, when so executed, including any exhibits required in connection
therewith, with the Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D.
STEIN, and JAMES P. SHANAHAN, and each of them with full power to
act without the others, his true and lawful attorneys-in-fact and
agents, for him and in his name, place, and stead, in any and all
capacities, to sign such Form S-8 and any and all amendments
thereof, and to file such Form S-8 and each such amendment, with
all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission;
and
Hereby grants unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
11th day of November, 1999.
/s/ Hisao Kobayashi
_____________________________
Hisao Kobayashi
<PAGE>
POWERS OF ATTORNEY
CONSENT AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company
has reviewed and approved copies of the Company's registration statement
on Form S-8, to be filed with the Securities and Exchange Commission;
and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and
JAMES P. SHANAHAN, and each of them with full power to act without
the others, to execute, in the name and on behalf of the Company
and on behalf of the Principal Executive Officer or Officers
and/or the Principal Accounting Officer and/or any other Officer
of the Company, the registration statement on Form S-8, and any and all
amendments thereof, with power where appropriate to affix the corporate
seal of the Company thereto and to attest to said seal, and to file such
report, when so executed, including any exhibits required in connection
therewith, with the Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D.
STEIN, and JAMES P. SHANAHAN, and each of them with full power to
act without the others, his true and lawful attorneys-in-fact and
agents, for him and in his name, place, and stead, in any and all
capacities, to sign such Form S-8 and any and all amendments
thereof, and to file such Form S-8 and each such amendment, with
all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission;
and
Hereby grants unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
11th day of November, 1999.
/s/ William M. O'Grady
_____________________________
William M. O'Grady
<PAGE>
POWERS OF ATTORNEY
CONSENT AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company
has reviewed and approved copies of the Company's registration statement
on Form S-8, to be filed with the Securities and Exchange Commission;
and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and
JAMES P. SHANAHAN, and each of them with full power to act without
the others, to execute, in the name and on behalf of the Company
and on behalf of the Principal Executive Officer or Officers
and/or the Principal Accounting Officer and/or any other Officer
of the Company, the registration statement on Form S-8, and any and all
amendments thereof, with power where appropriate to affix the corporate
seal of the Company thereto and to attest to said seal, and to file such
report, when so executed, including any exhibits required in connection
therewith, with the Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D.
STEIN, and JAMES P. SHANAHAN, and each of them with full power to
act without the others, his true and lawful attorneys-in-fact and
agents, for him and in his name, place, and stead, in any and all
capacities, to sign such Form S-8 and any and all amendments
thereof, and to file such Form S-8 and each such amendment, with
all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission;
and
Hereby grants unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
11th day of November, 1999.
/s/ Joseph A. Pollicino
_____________________________
Joseph A. Pollicino
<PAGE>
POWERS OF ATTORNEY
CONSENT AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company
has reviewed and approved copies of the Company's registration statement
on Form S-8, to be filed with the Securities and Exchange Commission;
and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and
JAMES P. SHANAHAN, and each of them with full power to act without
the others, to execute, in the name and on behalf of the Company
and on behalf of the Principal Executive Officer or Officers
and/or the Principal Accounting Officer and/or any other Officer
of the Company, the registration statement on Form S-8, and any and all
amendments thereof, with power where appropriate to affix the corporate
seal of the Company thereto and to attest to said seal, and to file such
report, when so executed, including any exhibits required in connection
therewith, with the Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D.
STEIN, and JAMES P. SHANAHAN, and each of them with full power to
act without the others, his true and lawful attorneys-in-fact and
agents, for him and in his name, place, and stead, in any and all
capacities, to sign such Form S-8 and any and all amendments
thereof, and to file such Form S-8 and each such amendment, with
all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission;
and
Hereby grants unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
11th day of November, 1999.
/s/ Paul N. Roth
_____________________________
Paul N. Roth
<PAGE>
POWERS OF ATTORNEY
CONSENT AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company
has reviewed and approved copies of the Company's registration statement
on Form S-8, to be filed with the Securities and Exchange Commission;
and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and
JAMES P. SHANAHAN, and each of them with full power to act without
the others, to execute, in the name and on behalf of the Company
and on behalf of the Principal Executive Officer or Officers
and/or the Principal Accounting Officer and/or any other Officer
of the Company, the registration statement on Form S-8, December 31,
1998, and any and all amendments thereof, with power where appropriate
to affix the corporate seal of the Company thereto and to attest to said
seal, and to file such report, when so executed, including any exhibits
required in connection therewith, with the Securities and Exchange
Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D.
STEIN, and JAMES P. SHANAHAN, and each of them with full power to
act without the others, his true and lawful attorneys-in-fact and
agents, for him and in his name, place, and stead, in any and all
capacities, to sign such Form S-8 and any and all amendments
thereof, and to file such Form S-8 and each such amendment, with
all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission;
and
Hereby grants unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
11th day of November, 1999.
/s/ Peter J. Tobin
_____________________________
Peter J. Tobin
<PAGE>
POWERS OF ATTORNEY
CONSENT AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company
has reviewed and approved copies of the Company's registration statement
on Form S-8, to be filed with the Securities and Exchange Commission;
and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and
JAMES P. SHANAHAN, and each of them with full power to act without
the others, to execute, in the name and on behalf of the Company
and on behalf of the Principal Executive Officer or Officers
and/or the Principal Accounting Officer and/or any other Officer
of the Company, the registration statement on Form S-8, and any and all
amendments thereof, with power where appropriate to affix the corporate
seal of the Company thereto and to attest to said seal, and to file such
report, when so executed, including any exhibits required in connection
therewith, with the Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D.
STEIN, and JAMES P. SHANAHAN, and each of them with full power to
act without the others, his true and lawful attorneys-in-fact and
agents, for him and in his name, place, and stead, in any and all
capacities, to sign such Form S-8 and any and all amendments
thereof, and to file such Form S-8 and each such amendment, with
all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission;
and
Hereby grants unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
11th day of November, 1999.
/s/ Tohru Tonoike
_____________________________
Tohru Tonoike
<PAGE>
POWERS OF ATTORNEY
CONSENT AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company
has reviewed and approved copies of the Company's registration statement
on Form S-8, to be filed with the Securities and Exchange Commission;
and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and
JAMES P. SHANAHAN, and each of them with full power to act without
the others, to execute, in the name and on behalf of the Company
and on behalf of the Principal Executive Officer or Officers
and/or the Principal Accounting Officer and/or any other Officer
of the Company, the registration statement on Form S-8, and any and all
amendments thereof, with power where appropriate to affix the corporate
seal of the Company thereto and to attest to said seal, and to file such
report, when so executed, including any exhibits required in connection
therewith, with the Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D.
STEIN, and JAMES P. SHANAHAN, and each of them with full power to
act without the others, his true and lawful attorneys-in-fact and
agents, for him and in his name, place, and stead, in any and all
capacities, to sign such Form S-8 and any and all amendments
thereof, and to file such Form S-8 and each such amendment, with
all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission;
and
Hereby grants unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
11th day of November, 1999.
/s/ Keiji Torii
_____________________________
Keiji Torii
<PAGE>
POWERS OF ATTORNEY
CONSENT AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, a
registration statement on Form S-8:
Hereby acknowledges that the undersigned director of the Company
has reviewed and approved copies of the Company's registration statement
on Form S-8, to be filed with the Securities and Exchange Commission;
and
Hereby authorizes ALBERT R. GAMPER, JR., ERNEST D. STEIN, and
JAMES P. SHANAHAN, and each of them with full power to act without
the others, to execute, in the name and on behalf of the Company
and on behalf of the Principal Executive Officer or Officers
and/or the Principal Accounting Officer and/or any other Officer
of the Company, the registration statement on Form S-8, and any and all
amendments thereof, with power where appropriate to affix the corporate
seal of the Company thereto and to attest to said seal, and to file such
report, when so executed, including any exhibits required in connection
therewith, with the Securities and Exchange Commission; and
Hereby constitutes and appoints ALBERT R. GAMPER, JR., ERNEST D.
STEIN, and JAMES P. SHANAHAN, and each of them with full power to
act without the others, his true and lawful attorneys-in-fact and
agents, for him and in his name, place, and stead, in any and all
capacities, to sign such Form S-8 and any and all amendments
thereof, and to file such Form S-8 and each such amendment, with
all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission;
and
Hereby grants unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person; and
Hereby ratifies and confirms all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
11th day of November, 1999.
/s/ Alan F. White
_____________________________
Alan F. White
<PAGE>
