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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 1999
THE CIT GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-1861 13-2994534
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 536-1390
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Item 2. Acquisition or Disposition of Assets.
On November 15, 1999, The CIT Group, Inc., a Delaware corporation,
and its subsidiaries ("CIT") announced that it had acquired Newcourt Credit
Group Inc., a Delaware corporation, and its subsidiaries ("Newcourt") pursuant
to the Amended and Restated Agreement and Plan of Reorganization, dated as of
August 5, 1999, between CIT and Newcourt. The press release, dated November
15, 1999, announcing the completion of the acquisition is filed as Exhibit
99.1 hereto, and incorporated by reference herein in its entirety.
Item 5. Other Events.
On November 15, 1999, CIT announced that it had guaranteed the
public indebtedness of Newcourt and AT&T Capital Corporation, Newcourt
Financial Limited and Newcourt Financial (Australia) Limited, each of which is
a subsidiary of Newcourt. The form of guarantee and the press release
announcing that guarantee are filed, respectively, as Exhibits 4.1 and 99.2
and are incorporated by reference herein in their entirety.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired.
To be filed by amendment not later than 60 days after the
date on which this Form 8-K must be filed.
(b) Pro Forma Financial Information.
To be filed by amendment not later than 60 days after the
date on which this Form 8-K must be filed.
(c) Exhibits.
4.1 Form of Guarantee Regarding Indebtedness of Newcourt.
99.1 Press Release, dated November 15, 1999, Regarding
Acquisition of Newcourt.
99.2 Press Release dated November 15, 1999, Regarding
Guarantee of Indebtedness of Newcourt.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
The CIT Group, Inc.
By: /s/ Joseph M. Leone
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Joseph M. Leone
Executive Vice President and
Chief Financial Officer
Date: November 15, 1999
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Exhibit 4.1
[FORM OF GUARANTY]
The CIT Group, Inc.
650 CIT Drive
Livingston, New Jersey 07039-5795
November 15, 1999
Re: Unconditional Guaranty
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Ladies and Gentlemen:
Reference is hereby made to the existing publicly issued and
outstanding indebtedness (the "Indebtedness") of [Obligor], a [ ]
corporation (the "Obligor"), consisting of the debt securities, notes and
other obligations issued to holders (the "Holders") pursuant to the indentures
and other agreements described on Schedule A attached hereto (each such
indenture, agreement, debt security and note hereinafter referred to
individually as a "Debt Agreement", and collectively as the "Debt
Agreements").
1. Guaranty. The CIT Group, Inc. (the "Guarantor") hereby (a)
unconditionally, absolutely and irrevocably guarantees to the Holders the full
and prompt payment by the Obligor of the obligations incurred by the Obligor
to the Holders pursuant to each Debt Agreement (the "Obligations") and (b)
agrees to pay all out-of-pocket expenses incurred by the trustee or other
representative of the applicable Holders (each, a "Trustee") (including
reasonable counsel fees and expenses) in enforcing its rights under this
Guaranty.
2. Guarantor's Obligations Unconditional. (a) The Guarantor
hereby guarantees that the Obligations will be paid strictly in accordance
with the terms of the applicable Debt Agreement, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of the applicable Trustee and the applicable
Holders with respect thereto. The liability of the Guarantor hereunder shall
be absolute and unconditional irrespective of: (i) any lack of a validity or
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enforceability of any of the Obligations, or any agreement, instrument or
other document evidencing or securing any of the Obligations; (ii) any change
in the time, manner or place of, payment of, or in any other term in respect
of, all or any of the Obligations, or any other amendment or waiver of, or
consent to any departure from any agreement, instrument or document evidencing
or securing the Obligations; or (iii) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, the Obligor or
any other guarantor in respect of the Obligations.
(b) This Guaranty (i) is a continuing guarantee of payment and shall
remain in full force and effect until the satisfaction in full of the
Obligations and the payment of the other expenses to be paid by the Guarantor
pursuant hereto; and (ii) shall continue to be effective or shall be
reinstated, as the case may be, if at any time any payment of any of the
Obligations is rescinded or must otherwise be returned by any Trustee or any
Holder upon the insolvency, bankruptcy or reorganization of the Obligor or
otherwise, all as though such payment had not been made.
3. Waivers. The Guarantor hereby waives: (a) promptness and
diligence; (b) notice of acceptance and notice of the incurrence of any
Obligation by the Obligor; (c) notice of any actions taken by any Trustee or
any Holder or the Obligor under any Debt Agreement or any other agreement or
instrument relating thereto, except as expressly provided for in clause (a) of
Section 1; (d) all other notices, demands and protests, and all other
formalities of every kind in connection with the enforcement of the
Obligations or of the obligations of the Guarantor hereunder, the omission of
or delay in which, but for the provisions of this Section 3, might constitute
grounds for relieving the Guarantor of its obligations hereunder, except as
expressly provided for in clause (a) of Section 1; and (e) any requirement
that any Trustee or any Holder protect, secure, perfect or insure any security
interest or lien or any property subject thereto or exhaust any right or take
any action against the Obligor or any other person or entity or any
collateral.
4. No Subrogation. Notwithstanding any payment or payments made
by the Guarantor hereunder, or any set-off or application of funds of the
Guarantor by any Trustee or any Holder, the Guarantor shall not be entitled to
be subrogated to any of the rights of such Trustee or such Holder against the
Obligor or against any collateral security or guarantee or right of offset
held by such Trustee or such Holder for the payment of the Obligations, nor
shall the Guarantor seek or be entitled to seek any contribution or
reimbursement from the Obligor in respect of payments made by the Guarantor
hereunder, until all amounts owing to such Trustee and such Holders by the
Obligor on account of the Obligations are paid in full. If any amount shall
be paid to the Guarantor on account of such subrogation rights at any time
when all of the Obligations shall not have been paid in full, such amount
shall be held by the Guarantor in trust for the applicable Trustee and the
applicable Holders, segregated from other funds of the Guarantor, and shall,
forthwith upon receipt by the Guarantor, be turned over to the applicable
Trustee in the exact form received by the Guarantor (duly indorsed by the
Guarantor to the applicable Trustee, if required), to be applied against the
Obligations, whether matured or unmatured.
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5. Miscellaneous. (a) The Guarantor will make each payment
hereunder in lawful money of the United States or as otherwise required by the
applicable Debt Agreement and in immediately available funds to the applicable
Trustee.
(b) This Guaranty may be amended or terminated by the Guarantor at
any time in writing; provided that, so long as any Indebtedness remains
outstanding under a Debt Agreement or under the debt securities or other
obligations issued pursuant thereto prior to such amendment or termination, no
such amendment which adversely affects the related Holders of such
Indebtedness or any such termination shall become effective with respect to
such Indebtedness unless (i) at least two nationally recognized statistical
rating agencies that have rated such Indebtedness prior to such amendment or
termination confirm in writing that their ratings for such Indebtedness in
effect immediately prior to such amendment or termination will not be
downgraded as a result of such amendment or termination (or, in the case of
any Indebtedness that is not so rated, such Indebtedness shall be treated in
the same manner as any similar Indebtedness that is so rated); or (ii) such
Indebtedness shall have been defeased in accordance with the provisions of the
applicable Debt Agreement; or (iii) the Holders of at least a majority of the
outstanding principal amount of such Indebtedness consent in writing to such
amendment or termination.
(c) All communications provided for hereunder shall be in writing
(including telecopier communication) and shall be mailed, telecopied or
delivered, if to the Guarantor, to it at its address at 1211 Avenue of the
Americas, New York, New York 10036 Attention: Treasurer; and if to any
Trustee, to its address provided for in the applicable Debt Agreement; or, as
to either such Person, at such other address as shall be designated by such
Person in a written notice to such other Person complying as to delivery with
the terms of this Section 5(d). All such notices and other communications
shall be effective (i) if mailed, the earlier of three days after deposit in
the mail or when received, (ii) if telecopied, when transmitted, and (iii) if
delivered, upon delivery.
6. Rights of Holders of Debt. All Holders of Indebtedness shall
be intended third-party beneficiaries of this Guaranty.
7. GOVERNING LAW. THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8. Submission To Jurisdiction; Waivers. The Guarantor hereby
irrevocably and unconditionally:
(i) submits for itself and its property in any legal action or
proceeding relating to this Guaranty, or for recognition and enforcement
of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the
United States for the Southern District of New York, and appellate courts
from any thereof;
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(ii) consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient court and agrees not
to plead or claim the same;
(iii) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar for of mail), postage
prepaid, to the Guarantor at is address set forth in Section 5(d) above
or at such other address of which the Agent shall have been notified
pursuant thereto; and
(iv) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction.
9. WAIVERS OF JURY TRIAL. THE GUARANTOR (AND, BY ACCEPTANCE OF
THE BENEFITS HEREOF, THE TRUSTEES AND THE HOLDERS) HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS GUARANTY AND FOR ANY COUNTERCLAIM THEREIN.
Very truly yours,
THE CIT GROUP, INC.
By:
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Name:
Title:
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Exhibit 99.1
CIT Completes Newcourt Acquisition;
Transaction Creates Largest Publicly Held Commercial Finance Company
LIVINGSTON, NJ, November 15, 1999 --- The CIT Group, Inc. (NYSE:CIT) today
announced that it has closed the transaction to acquire all of the outstanding
common shares of Newcourt Credit Group Inc. (NYSE,TSE,MSE:NCT). On August 5,
1999, the two companies announced that they had entered into an agreement
whereby CIT would acquire Newcourt to create the industry's largest publicly
owned commercial finance company.
The acquisition of Newcourt was concluded at the exchange rate of .70 shares
of CIT common stock per Newcourt common share. In total, 76,428,304 shares of
CIT common stock and 27,577,082 exchangeable shares of CIT Exchangeco Inc.
(exchangeable on a one-for-one basis for shares of CIT common stock) were
issued in the acquisition.
The combined Company has over $50 billion in managed assets, revenues in
excess of $2.2 billion and approximately 8,000 employees working in 26
countries.
"This acquisition represents a significant milestone in CIT's 91-year
history," said Albert R. Gamper, Jr., President and CEO. "We have created a
dynamic, far-reaching enterprise that is large, strong and exceptionally well-
positioned to provide high quality asset-based financing products and services
to clients throughout the world."
"To better serve our clients, we have reorganized the Company into six
strategic business units in three primary business segments - Equipment
Finance, Commercial Finance, and Consumer Finance," said Gamper. "Each unit is
headed by a veteran executive team prepared to lead CIT into the next
century."
In the equipment finance marketplace, CIT will have four specialized business
groups. Equipment Financing, led by Robert J. Merritt, Group CEO, offers
middle-market equipment financing and leasing products in a variety of
industries including construction, printing, plastics, machine tools, business
aircraft and medical equipment. Newcourt Financial's Small Business Lending
unit, one of the nation's top SBA lenders in 1999, will also be part of
Equipment Financing.
Capital Finance, led by Nikita Zdanow, Group CEO, provides a wide range of
leasing and financing products to the commercial aircraft and rail industries.
This unit's specialized industry groups provide customized leasing and
financing packages for new and used equipment, with a special focus on
operating leases, for medium-sized and large corporations, both domestic and
international.
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Vendor Technology Finance, formerly Newcourt Financial, will continue to be
headed by Bradley D. Nullmeyer, Group CEO. This unit, which is one of the
world's leading vendor and technology finance organizations, has built
strategic financing alliances with industry-leading equipment vendors.
Structured Finance, formerly Newcourt Capital, continues to be headed by David
D. McKerroll, Group CEO. This unit offers structured corporate finance
products and services to major international clients. It finances the
acquisition of capital assets and provides infrastructure financing for the
corporate and public sector. Special markets include media and
telecommunications, as well as project finance.
In the commercial finance segment, Lawrence A. Marsiello, Group CEO, heads
CIT's Commercial Finance Group. Its Commercial Services business unit, the
largest factoring organization in the industry, recently announced its
acquisition of Heller Financial Corporation's domestic factoring business. Its
Business Credit unit specializes in debtor-in-possession, acquisition and
turnaround financing, and refinancings.
In the consumer finance segment, Thomas B. Hallman, Group CEO, heads CIT's
Consumer Finance Group. This Group offers a range of first and second mortgage
loans and home equity lines of credit through mortgage brokers and bankers.
This unit also works through dealers and other intermediaries to provide
retail financing for the purchase of recreation vehicles, manufactured homes
and recreational boat products.
Executive management of CIT includes: Albert R. Gamper, Jr., President and
Chief Executive Officer; Joseph A. Pollicino, Vice Chairman and Chief Risk
Officer; Joseph M. Leone, Executive Vice President and Chief Financial
Officer; William M. O'Grady, Executive Vice President and Chief Administrative
Officer; and, Ernest D. Stein, Executive Vice President and General Counsel.
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Exhibit 99.2
THE CIT GROUP TO GUARANTEE NEWCOURT PUBLIC DEBT
LIVINGSTON, NJ, November 15, 1999 --- The CIT Group, Inc. (NYSE:CIT) announced
that, effective today, it will guarantee all outstanding public debt,
including commercial paper, issued by Newcourt Credit Group Inc., AT&T Capital
Corporation, Newcourt Financial (Australia) Limited and Newcourt Financial
Limited. These companies became subsidiaries of CIT as a result of CIT's
acquisition today of Newcourt Credit Group Inc.
With $50 billion in managed assets, The CIT Group is the largest publicly
owned commercial finance company in the industry.
