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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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Form 10-K/A
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to
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Commission file number 1-1861
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)
Registrant's telephone number, including area code: (212) 536-1950
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Class A Common Stock, par value $0.01 per share........ New York Stock Exchange
5 7/8% Notes Due October 15, 2008...................... New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No _____.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant, based on the New York Stock Exchange Composite Transaction
closing price of the Class A Common Stock ($29.50 per share) on February 26,
1999, was $2,349,107,745. For purposes of this computation, all officers,
directors, and 5% beneficial owners of the registrant are deemed to be
affiliates. Such determination should not be deemed an admission that such
officers, directors, and beneficial owners are, in fact, affiliates of the
registrant. At February 26, 1999, 162,114,331 shares of the Company's Class A
Common Stock, par value $0.01 per share, were outstanding.
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) any annual report to stockholders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933.
None
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
THE CIT GROUP, INC.
By: /S/ ERNEST D. STEIN
-----------------------------------------
Ernest D. Stein
Executive Vice President, General Counsel
and Secretary
March 30, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signature and Title Date
------------------- ----
ALBERT R. GAMPER, JR.*
- -----------------------------
Albert R. Gamper, Jr.
President, Chief Executive
Officer and Director
(principal executive officer)
HISAO KOBAYASHI*
- ------------------------------
Hisao Kobayashi
Director
DANIEL P. AMOS*
- ------------------------------
Daniel P. Amos
Director
YOSHIRO AOKI*
- ------------------------------
Yoshiro Aoki
Director
- ------------------------------
Anthea Disney
Director
TAKASUKE KANEKO* *By: /s/ ERNEST D. STEIN March 30, 1999
- ------------------------------ -------------------
Takasuke Kaneko Ernest D. Stein
Director Attorney-In-Fact
JOSEPH A. POLLICINO*
- ------------------------------
Joseph A. Pollicino
Director
- ------------------------------
Paul N. Roth
Director
PETER J. TOBIN*
- ------------------------------
Peter J. Tobin
Director
TOHRU TONOIKE*
- ------------------------------
Tohru Tonoike
Director
ALAN F. WHITE*
- ------------------------------
Alan F. White
Director
/s/ Joseph M. Leone March 30, 1999
- ------------------------------
Joseph M. Leone
Executive Vice President and
Chief Financial Officer
(principal accounting officer)
Original powers of attorney authorizing Albert R. Gamper, Jr., Ernest D.
Stein, and James P. Shanahan and each of them to sign on behalf of the
above-mentioned directors are held by the Corporation and available for
examination by the Securities and Exchange Commission pursuant to Item 302(b) of
Regulation S-T.
1
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
24 Powers of Attorney
2
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 1934, as amended, an annual report
on Form 10-K for the year ended December 31, 1998:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's annual report on Form 10-K
for the year ended December 31, 1998, 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 annual report on Form
10-K for the year ended 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
10-K and any and all amendments thereof, and to file such Form 10-K 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
16th day of March, 1999.
/s/ Albert R. Gamper, Jr.
------------------------------
Albert R. Gamper, Jr.
<PAGE>
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 1934, as amended, an annual report
on Form 10-K for the year ended December 31, 1998:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's annual report on Form 10-K
for the year ended December 31, 1998, 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 annual report on Form
10-K for the year ended 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
10-K and any and all amendments thereof, and to file such Form 10-K 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
15th day of March, 1999.
/s/ Tohru Tonoike
------------------------------
Tohru Tonoike
<PAGE>
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 1934, as amended, an annual report
on Form 10-K for the year ended December 31, 1998:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's annual report on Form 10-K
for the year ended December 31, 1998, 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 annual report on Form
10-K for the year ended 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
10-K and any and all amendments thereof, and to file such Form 10-K 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
15th day of March, 1999.
/s/ Hisao Kobayashi
------------------------------
Hisao Kobayashi
<PAGE>
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 1934, as amended, an annual report
on Form 10-K for the year ended December 31, 1998:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's annual report on Form 10-K
for the year ended December 31, 1998, 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 annual report on Form
10-K for the year ended 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
10-K and any and all amendments thereof, and to file such Form 10-K 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
15th day of March, 1999.
/s/ Yoshiro Aoki
------------------------------
Yoshiro Aoki
<PAGE>
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 1934, as amended, an annual report
on Form 10-K for the year ended December 31, 1998:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's annual report on Form 10-K
for the year ended December 31, 1998, 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 annual report on Form
10-K for the year ended 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
10-K and any and all amendments thereof, and to file such Form 10-K 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
15th day of March, 1999.
/s/ Joseph A. Pollicino
------------------------------
Joseph A. Pollicino
<PAGE>
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 1934, as amended, an annual report
on Form 10-K for the year ended December 31, 1998:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's annual report on Form 10-K
for the year ended December 31, 1998, 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 annual report on Form
10-K for the year ended 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
10-K and any and all amendments thereof, and to file such Form 10-K 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
17th day of March, 1999.
/s/ Takasuke Kaneko
------------------------------
Takasuke Kaneko
<PAGE>
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 1934, as amended, an annual report
on Form 10-K for the year ended December 31, 1998:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's annual report on Form 10-K
for the year ended December 31, 1998, 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 annual report on Form
10-K for the year ended 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
10-K and any and all amendments thereof, and to file such Form 10-K 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
12th day of March, 1999.
/s/ Peter J. Tobin
------------------------------
Peter J. Tobin
<PAGE>
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 1934, as amended, an annual report
on Form 10-K for the year ended December 31, 1998:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's annual report on Form 10-K
for the year ended December 31, 1998, 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 annual report on Form
10-K for the year ended 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
10-K and any and all amendments thereof, and to file such Form 10-K 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
15th day of March, 1999.
/s/ Daniel P. Amos
------------------------------
Daniel P. Amos
<PAGE>
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 1934, as amended, an annual report
on Form 10-K for the year ended December 31, 1998:
Hereby acknowledges that the undersigned director of the Company has
reviewed and approved copies of the Company's annual report on Form 10-K
for the year ended December 31, 1998, 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 annual report on Form
10-K for the year ended 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
10-K and any and all amendments thereof, and to file such Form 10-K 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
13th day of March, 1999.
/s/ Alan F. White
------------------------------
Alan F. White
