As filed with the Securities and Exchange Commission on January 28, 1999
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
and
POST-EFFECTIVE AMENDMENT NO. 1
Under
THE SECURITIES ACT OF 1933
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The CIT Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1211 Avenue of the Americas
New York, New York 10036
(212) 536-1390
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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ERNEST D. STEIN
Executive Vice President, General Counsel & Secretary
The CIT Group, Inc.
650 CIT Drive
Livingston, New Jersey 07039
(973) 740-5013
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Please send copies of all communications to:
ANDRE WEISS
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
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Approximate date of commencement of proposed sale to the public:
When market conditions warrant after the effective date
of this Registration Statement.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
(continued on following page)
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(continued from previous page)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
maximum Proposed
offering maximum Amount of
Title of each class of Amount to be price per aggregate registration
securities to be registered registered unit offering price fee
================================================================================
Senior/Senior Subordinated
Debt Securities ......... $1,000,000(1) 100%(2) $1,000,000(2) $278(3)
================================================================================
(1) If any Debt Securities are issued (i) with a principal amount denominated
in a foreign currency, such principal amounts as shall result in an
aggregate initial offering price the equivalent of U.S. $1,000,000 at the
time of initial offering, or (ii) at an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $1,000,000.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a combined prospectus that also relates to Registration
Statement No. 333-63793, previously filed by the Registrant on Form S-3
and declared effective on September 24, 1998. The Registrant is carrying
forward $2,263,000,000 aggregate principal amount of Debt Securities from
Registration Statement No. 333-63793, for which a filing fee of $667,585
was previously paid.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
----------
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a combined prospectus that also relates to Registration
Statement No. 333-63793, previously filed by the Registrant on Form S-3 and
declared effective on September 24, 1998. This Registration Statement
constitutes Post-Effective Amendment No. 1 to Registration Statement No.
333-63793, and such Post-Effective Amendment shall hereafter become effective
concurrently with the effectiveness of this Registration Statement and in
accordance with Section 8(c) of the Securities Act of 1933.
================================================================================
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The information in this Prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JANUARY 28, 1999
PROSPECTUS
The CIT Group, Inc.
Debt Securities
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We may issue up to an aggregate of $2.264 billion of debt securities in one
or more series with the same or different terms. These debt securities may be
either senior or senior subordinated in priority of payment and will be direct
unsecured obligations. The terms that apply to the debt securities will be set
forth in a supplement that accompanies this Prospectus when any of the debt
securities are offered. Such information will also include the names of agents,
dealers or underwriters involved in the sale, if any, and any applicable agent's
commission, dealer's purchase price or underwriter's discount, if any, and the
net proceeds from the sale after any agent's commissions, dealer's purchase
price or underwriter's discount.
The terms of any debt securities offered to the public will depend on
market conditions at the time of sale. We reserve the sole right to accept or
reject, in whole or in part, any proposed purchase of any offered debt
securities.
For a description of possible indemnification arrangements with agents,
dealers, and underwriters, see "Plan of Distribution."
We urge you to carefully read this Prospectus and the Prospectus Supplement
which will describe the specific terms of the offering before you make your
investment decision.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1999.
<PAGE>
AVAILABLE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. We have also filed with the SEC a Registration
Statement on Form S-3, to register the debt securities (the "Debt Securities")
being offered in this Prospectus. This Prospectus, which forms part of the
Registration Statement, does not contain all of the information included in the
Registration Statement. For further information about us and the debt securities
offered in this Prospectus, you should refer to the Registration Statement and
its exhibits.
You may read and copy any document we file with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the Public
Reference Room. We file our SEC materials electronically with the SEC, so you
can also review our filings by accessing the web site maintained by the SEC at
http://www.sec.gov. This site contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC.
Certain of our securities are listed on the New York Stock Exchange and reports
and other information concerning us can also be inspected at the offices of the
New York Stock Exchange at 20 Broad Street, New York, New York 10005. You can
also obtain more information about us by visiting our web site at
http://www.citgroup.com.
You should rely only on the information contained or incorporated by
reference in this Prospectus. We have not authorized anyone to provide you with
information different from that contained or incorporated by reference in this
Prospectus. This Prospectus is an offer to sell, or a solicitation of offers to
buy, Debt Securities only in jurisdictions where offers and sales are permitted.
The information contained in this Prospectus is accurate only as of the date of
this Prospectus, regardless of the time of delivery of this Prospectus or of any
sale of Debt Securities. In this Prospectus, "the Company," "CIT," "we," "us"
and "our" refer to the CIT Group, Inc. and its subsidiaries.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means we can disclose important information to you by referring
you to those documents. The information included in the following documents is
incorporated by reference and is considered to be a part of this Prospectus. The
most recent information that we file with the SEC automatically updates and
supersedes more dated information. We have previously filed the following
documents with the SEC and are incorporating them by reference into this
Prospectus:
1. Our Annual Report on Form 10-K for the year ended December 31, 1997;
2. Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998; and
3. Our current Reports on Form 8-K dated January 15, 1998, January 28,
1998, March 24, 1998, April 22, 1998, June 5, 1998, July 22, 1998, July 29,
1998, August 27, 1998, October 15, 1998 and December 2, 1998.
We also incorporate by reference all documents subsequently filed by us
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 until all of the Debt Securities being offered in this Prospectus are sold.
We will provide without charge to each person to whom a Prospectus is
delivered, including any beneficial owner, a copy of any or all of the
information that has been incorporated by reference in this Prospectus but not
delivered with this Prospectus. If you would like to obtain this information
from us, please direct your request, either in writing or by telephone, to
Jeffrey Simon, Senior Vice President-Investor Relations, The CIT Group, Inc.,
1211 Avenue of the Americas, New York, New York 10036, telephone (212) 536-1390.
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THE COMPANY
The Company is a leading diversified finance organization offering secured
commercial and consumer financing primarily in the United States to smaller,
middle-market and larger businesses and to individuals through a nationwide
distribution network. The Company commenced operations in 1908 and has developed
a broad array of "franchise" strategic business units that focus on specific
industries, asset types and markets, which are balanced by client, industry and
geographic diversification. The Company believes that its strong credit risk
management expertise and long-standing commitment to its markets and its
customers provides it with a competitive advantage. The Company's principal
executive offices are at 1211 Avenue of the Americas, New York, New York 10036
and the telephone number is (212) 536-1390.
In November 1997, the Company issued 36,225,000 shares of Class A Common
Stock in an initial public offering. In November 1998, the Company filed a
Registration Statement on behalf of its largest stockholder, The Dai-Ichi Kangyo
Bank, Limited ("DKB"), to offer 49,000,000 shares of Class A Common Stock. Prior
to the offering, DKB held approximately 94% of the combined voting power and
approximately 77% of the economic interest of all of the Company's outstanding
Common Stock. Following the offering, DKB now holds approximately 44% of the
voting power and economic interest of the Company's outstanding Common Stock.
DKB continues to be the Company's largest stockholder and to exercise
significant influence over us.
The Company operates through three business segments: two commercial
segments, Equipment Financing and Leasing and Commercial Finance, and a consumer
segment. Each segment conducts its operations through strategic business units.
Commercial
The Company's commercial operations are diverse and provide a wide range of
financing and leasing products to small, midsize and larger companies across a
wide variety of industries, including aerospace, retailing, construction, rail,
machine tool, business aircraft, apparel, textiles, electronics and technology,
chemicals, manufacturing and transportation. The secured lending, leasing and
factoring products of the Company's commercial operations include direct loans
and leases, operating leases, leveraged and single investor leases, secured
revolving lines of credit and term loans, credit protection, accounts receivable
collection, import and export financing and factoring, debtor-in-possession and
turnaround financing and acquisition and expansion financing.
Equipment Financing and Leasing
The Company's Equipment Financing and Leasing operations are conducted
through two strategic business units: (i) The CIT Group/Equipment Financing
("Equipment Financing"), which focuses on the broad distribution of its products
through manufacturers, dealers/distributors, intermediaries and direct calling
primarily with the construction, transportation and machine tool industries; and
(ii) The CIT Group/Capital Finance ("Capital Finance"), which focuses on the
direct marketing of customized transactions relating primarily to commercial
aircraft and rail equipment.
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Equipment Financing and Capital Finance personnel have extensive expertise
in managing equipment over its full life cycle. For example, Capital Finance has
the expertise to repossess commercial aircraft, if necessary, to obtain required
maintenance and repairs for such aircraft, and to recertify such aircraft with
appropriate authorities. Equipment Financing's and Capital Finance's equipment
and industry expertise enable them to evaluate effectively residual value risk
and to manage equipment and residual value risks by locating alternative
equipment users and/or purchasers in order to minimize such risk and/or the risk
of equipment remaining idle for extended periods of time or in amounts that
could materially impact profitability.
Equipment Financing
Equipment Financing is the largest of the Company's strategic business
units with total financing and leasing assets of $8.7 billion at September 30,
1998, representing 38.3% of the Company's total financing and leasing assets.
Equipment Financing offers secured equipment financing and leasing products,
including direct secured loans, leases, revolving lines of credit, operating
leases, sale and leaseback arrangements, vendor financing and specialized
wholesale and retail financing for distributors and manufacturers.
Equipment Financing is a leading nationwide asset-based equipment lender.
At September 30, 1998, its portfolio included significant outstandings to
customers in a number of different industries, with manufacturing being the
largest as a percentage of financing and leasing assets, followed by
construction and transportation. The Equipment Financing portfolio at September
30, 1998 included many different types of equipment, including construction,
transportation and manufacturing equipment and business aircraft.
Equipment Financing originates its products through direct calling on
customers and through its relationships with manufacturers, dealers/distributors
and intermediaries that have leading or significant marketing positions in their
respective industries. This provides Equipment Financing with efficient access
to equipment end-users in many industries across a variety of equipment types.
Capital Finance
Capital Finance had financing and leasing assets of $3.9 billion at
September 30, 1998, which represented 16.9% of the Company's total financing and
leasing assets. Capital Finance specializes in customized secured financing,
including leases, loans, operating leases, single investor leases, debt and
equity portions of leveraged leases, and sale and leaseback arrangements
relating primarily to end-users of commercial aircraft and railcars. Typical
Capital Finance customers are middle-market to larger-sized companies.
Capital Finance has provided financing to commercial airlines for over 30
years. The Capital Finance aerospace portfolio includes most of the leading U.S.
and foreign commercial airlines. Capital Finance has developed strong
relationships with most major airlines and all major aircraft and aircraft
engine manufacturers, which provide Capital Finance with access to technical
information. Such access supports customer service, and provides opportunities
to finance new business.
Capital Finance has over 25 years experience in financing the rail
industry, contributing to its knowledge of asset values, industry trends,
product structuring and customer needs. To strengthen its position in the rail
financing market, Capital Finance formed a dedicated rail equipment group in
1994 and currently maintains relationships with several leading railcar
manufacturers in the United States. The Capital Finance rail portfolio includes
all of the U.S. and Canadian Class I railroads and numerous shippers. The
Capital Finance operating lease fleet includes primarily covered hopper cars
used to ship grain and agricultural products and plastic pellets, gondola cars
for coal, steel coil and mill service, open hopper cars for coal and aggregates,
center beam flat cars for lumber, and boxcars for paper and auto parts.
New business is generated by Capital Finance through (i) direct calling efforts
with equipment end-users and borrowers, including major airlines, railroads and
shippers, (ii) relationships with aerospace, railcar and other manufacturers and
(iii) intermediaries and other referral sources.
Commercial Finance
The Company's Commercial Finance operations are conducted through three
strategic business units: (i) The CIT Group/Business Credit ("Business Credit"),
which provides secured financing primarily to middle-market to larger-sized
borrowers; (ii) The CIT Group/Credit Finance ("Credit Finance"), which provides
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secured financing primarily to smaller-sized to middle-market borrowers; and
(iii) The CIT Group/Commercial Services which offers secured lending and
receivables/collection management products to small and mid-size companies.
Business Credit
Financing and leasing assets of Business Credit totaled $1.5 billion at
September 30, 1998 and represented 6.8% of the Company's total financing and
leasing assets. Business Credit offers senior revolving and term loans secured
by accounts receivable, inventories and fixed assets to middle-market and
larger-sized companies. Such loans are used by clients primarily for growth,
expansion, acquisitions, refinancings and debtor-in-possession and turnaround
financings. Business Credit sells and purchases participation interests in such
loans to and from other lenders.
Through its variable interest rate senior revolving and term loan products,
Business Credit meets its customers' financing needs for working capital,
growth, acquisition and other financing situations otherwise not met through
bank or other unsecured financing alternatives. Business Credit typically
structures financings on a fully secured basis, though, from time to time, it
may look to a customer's cash flow to support a portion of the credit facility.
Revolving and term loans are made on a variable interest rate basis based on
published indexes such as LIBOR or a prime rate of interest.
Business is originated through direct calling efforts and intermediary and
referral sources. Business Credit has focused on increasing the proportion of
direct business origination to improve its ability to capture or retain
refinancing opportunities and to enhance finance income.
Credit Finance
Financing and leasing assets of Credit Finance totaled $1.0 billion at
September 30, 1998 and represented 4.6% of the Company's total financing and
leasing assets. Credit Finance offers revolving and term loans to smaller-sized
and middle-market companies secured by accounts receivable, inventories and
fixed assets. Such loans are used by clients for working capital, refinancings,
acquisitions, leveraged buyouts, reorganizations, restructurings, turnarounds
and Chapter 11 financing and confirmation plans. Credit Finance sells
participation interests in such loans to other lenders and purchases
participation interests in such loans originated by other lenders. Credit
Finance borrowers are generally smaller and cover a wider range of credit
quality than those of Business Credit. While both Business Credit and Credit
Finance offer financing secured by accounts receivable, inventories and fixed
assets, Credit Finance places a higher degree of reliance on collateral and is
generally more focused on credit monitoring in its business.
Business is originated through the sales and regional offices and is also
developed through intermediaries and referral relationships and through direct
calling efforts. Credit Finance has developed long-term relationships with
selected finance companies, banks and other lenders and with many diversified
referral sources.
Commercial Services
The CIT Group/Commercial Services ("Commercial Services") factoring
operation had total financing and leasing assets of $2.8 billion at September
30, 1998, which represented 12.1% of the Company's total financing and leasing
assets. Commercial Services offers a full range of domestic and international
customized credit protection and lending services that include factoring,
working capital and term loans, receivable management outsourcing, bulk
purchases of accounts receivable, import and export financing and letter of
credit programs.
Commercial Services provides financing to its clients through the purchase
of accounts receivables owed to clients by their customers, usually on a
non-recourse basis, as well as by guaranteeing amounts due under letters of
credit issued to the clients' suppliers which are collateralized by accounts
receivable and other assets. The purchase of accounts receivable is
traditionally known as "factoring" and results in the payment by the client of a
factoring fee, generally a percentage of the factored sales volume. When
Commercial Services "factors" (i.e., purchases) a customer invoice from a
client, it records the customer receivable as an asset and also establishes a
liability for the funds due to the client ("credit balances of factoring
clients"). Commercial
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Services also may advance funds to its clients prior to collection of
receivables, typically in an amount up to 80% of eligible accounts receivable
(as defined for that transaction), charging interest on such advances (in
addition to any factoring fees) and satisfying such advances from receivables
collections.
Clients use Commercial Services' products and services for various
purposes, including improving cash flow, mitigating or reducing the risk of bad
debt chargeoffs, increasing sales, improving management information and
converting the high fixed cost of operating a credit and collection department
into a lower and variable expense based on sales volume.
Commercial Services generates business regionally from a variety of
sources, including direct calling and referrals from existing clients and other
referral sources.
Consumer
The Company's consumer business is focused primarily on home equity lending
through The CIT Group/Consumer Finance ("Consumer Finance") and on retail sales
financing secured by recreation vehicles, manufactured housing and recreational
boats through The CIT Group Sales Financing ("Sales Financing"). Sales Financing
also provides contract servicing for securitization trusts and other third
parties through a centralized Asset Service Center ("ASC"). Additionally, in the
ordinary course of business, Consumer Finance and Sales Financing purchase loans
and portfolios of loans from banks, thrifts and other originators of consumer
loans.
Consumer Finance
Financing and leasing assets of Consumer Finance, which aggregated $2.1
billion at September 30, 1998, represented 9.3% of the Company's total financing
and leasing assets. The managed assets of Consumer Finance were $2.8 billion at
September 30, 1998, or 11.0% of total managed assets. Consumer Finance commenced
operations in December 1992. Its products include both fixed and variable rate
closed-end loans and variable rate lines of credit. The lending activities of
Consumer Finance consist primarily of originating, purchasing and selling loans
secured by first or second liens on detached, single family residential
properties. Such loans are primarily made for the purpose of consolidating
debts, refinancing an existing mortgage, funding home improvements, paying
education expenses and, to a lesser extent, purchasing a home, among other
reasons. Consumer Finance originates loans through brokers and correspondents as
well as on a direct marketing basis.
The Company believes that its network of Consumer Finance offices, located
in most major U.S. markets, enables it to provide a competitive, extensive
product offering complemented by high levels of service delivery. Through
experienced lending professionals and automation, Consumer Finance provides
rapid turnaround time from application to loan funding, a characteristic
considered to be critical by its broker and correspondent relationships.
Sales Financing
The financing and leasing assets of Sales Financing, which aggregated $2.7
billion at September 30, 1998, represented 11.7% of the Company's total
financing and leasing assets. The managed assets of Sales Financing were $4.6
billion at September 30, 1998, or 18.1% of total managed assets. The lending
activities of Sales Financing consist primarily of providing nationwide retail
financing for the purchase of new and used recreation vehicles, manufactured
housing and recreational boats. During 1997, Sales Financing began providing
wholesale manufactured housing and recreational boat inventory financing
directly to dealers. Sales Financing originates loans predominately through
recreation vehicle, manufactured housing and recreational boat dealer,
manufacturer and broker relationships.
Servicing
The ASC centrally services and collects substantially all of the Company's
consumer finance receivables including loans originated or purchased by Sales
Financing or Consumer Finance, as well as loans originated or purchased and
subsequently securitized with servicing retained. The servicing portfolio also
includes loans owned by third parties that are serviced by Sales Financing for a
fee on a "contract" basis. At September 30, 1998, the consumer finance servicing
portfolio aggregated approximately 285,600 loans, including $1.1 billion of
finance receivables serviced for third parties.
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Securitization Program
The Company funds its balance sheet assets using its access to the
commercial paper, medium-term note and capital markets. In an effort to broaden
its funding sources and to provide an additional source of liquidity, the
Company, in 1992, established a program to opportunistically access the public
and private asset backed securitization markets. Current products utilized in
the Company 's program include consumer loans secured by recreation vehicles,
recreational boats and residential real estate. The Company has sold $4.0
billion of finance receivables since the inception of the Company's asset backed
securitization program and the remaining pool balance at September 30, 1998 was
$2.6 billion or 10.2% of the Company's total managed assets.
Under a typical asset backed securitization, the Company sells a "pool" of
secured loans to a special purpose entity, that, in turn, issues certificates
and/or notes that are collateralized by the loan pool and that entitle the
holders thereof to participate in certain loan pool cash flows. The Company
retains the servicing of the securitized loans, for which it is paid a fee, and
also participates in certain "residual" loan pool cash flows (cash flows after
payment of principal and interest to certificate and/or note holders and after
credit losses). At the date of securitization, the Company estimates the
"residual" cash flows to be received over the life of the securitization,
records the present value of these cash flows as an interest-only receivable, or
I/O (a retained interest in the securitization), and recognizes a gain. The I/O
is then amortized over the estimated life of the related loan pool.
The Company, in its estimation of residual cash flows and related I/Os,
inherently employs a variety of financial assumptions, including loan pool
credit losses, prepayment speeds and discount rates. These assumptions are
empirically supported by both the Company's historical experience and
anticipated trends relative to the particular products securitized. Subsequent
to the recognition of I/Os, the Company regularly reviews such assets for
valuation impairment. These reviews are performed on a disaggregated basis. Fair
values of I/Os are calculated utilizing current and anticipated credit losses,
prepayment speeds and discount rates and are then compared to the Company's
carrying values. Carrying value of the Company's I/O's at September 30, 1998 was
$165.4 million and approximated fair value.
Equity Investments
The CIT Group/Equity Investments and its subsidiary The CIT Group/Venture
Capital (together "Equity Investments") originate and participate in merger and
acquisition transactions, purchase private equity and equity-related securities
and arrange transaction financing. Equity Investments also invests in emerging
growth opportunities in selected industries, including the life sciences,
information technology, communications and consumer products industries. Equity
Investments made its first investment in 1991 and had total investments of $87.3
million at September 30, 1998.
Competition
The Company's markets are highly competitive and are characterized by
competitive factors that vary based upon product and geographic region. The
Company's competitors include captive and independent finance companies,
commercial banks and thrift institutions, industrial banks, leasing companies,
manufacturers and vendors. Substantial national financial services networks have
been formed by insurance companies and bank holding companies that compete with
the Company. On a local level, community banks and smaller independent finance
and/or mortgage companies are a competitive force. Some competitors have
substantial local market positions. Many of the competitors of the Company are
large companies that have substantial capital, technological and marketing
resources. Some of these competitors are larger than the Company and may have
access to capital at a lower cost than the Company. Also, the Company's
competitors include businesses that are not related to bank holding companies
and, accordingly, may engage in activities such as short-term equipment rental
and servicing, which currently are prohibited to the Company. Competition has
been enhanced in recent years by an improving economy and growing marketplace
liquidity. The markets for most of the Corporation's products are characterized
by a large number of competitors. However, with respect to some of the
Corporation's products, competition is more concentrated.
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The Company competes primarily on the basis of pricing, terms, and
structure, with other primary competitive factors including industry experience
and client service and relationships. From time to time, competitors of the
Company seek to compete aggressively on the basis of these factors and the
Company may lose market share to the extent it is unwilling to match its
competitors' pricing and terms in order to maintain its interest margins and/or
credit standards.
Other primary competitive factors include industry experience and client
service and relationships. In addition, demand for the Company's products with
respect to certain industries, such as the commercial airline industry, will be
affected by demand for such industry's services and products and by industry
regulations.
Regulation
DKB is a bank holding company within the meaning of the Bank Holding
Company Act of 1956 (the "Act"), and is registered as such with the Federal
Reserve. As a result, the Company is subject to certain provisions of the Act
and is subject to examination by the Federal Reserve. In general, the Act limits
the activities in which a bank holding company and its subsidiaries may engage
to those of banking or managing or controlling banks or performing services for
their subsidiaries and to continuing activities which the Federal Reserve has
determined to be "so closely related to banking or managing or controlling banks
as to be a proper incident thereto." The Company's current principal business
activities constitute permissible activities for a nonbank subsidiary of a bank
holding company.
In addition to being subject to the Act, DKB is subject to Japanese banking
laws, regulations, guidelines and orders that affect permissible activities of
the Company. DKB and the Company have entered into an agreement in order to
facilitate DKB's compliance with applicable U.S. and Japanese banking laws, or
the regulations, interpretations, policies, guidelines, requests, directives and
orders of the applicable regulatory authorities or the staffs thereof or a court
(collectively, the "Banking Laws"). That agreement prohibits the Company from
engaging in any new activity or entering into any transaction for which prior
approval, notice or filing is required under Banking Laws without the required
prior approval having been obtained, prior notice having been given or made by
DKB and accepted or such filings having been made. The Company is also
prohibited from engaging in any activity as would cause DKB, the Company or any
affiliate of DKB or the Company to violate any Banking Laws. In the event that,
at any time, it is determined by DKB that any activity then conducted by the
Company is prohibited by any Banking Law, the Company is required to take all
reasonable steps to cease such activity. Under the terms of that agreement, DKB
is responsible for making all determinations as to compliance with applicable
Banking Laws.
Two of the subsidiaries of the Company are investment companies organized
under Article XII of the New York Banking Law and, as a result, the activities
of these subsidiaries are restricted by state banking laws and these
subsidiaries are subject to examination by state banking examiners. Also, any
person or entity seeking to purchase "control" of the Company would be required
to apply for and obtain the prior approval of the Superintendent of Banks of the
State of New York. "Control" is presumed to exist if a person or entity would,
directly or indirectly, own, control or hold (with power to vote) 10% or more of
the voting stock of the Company.
The operations of the Company are subject, in certain instances, to
supervision and regulation by state and federal governmental authorities and may
be subject to various laws and judicial and administrative decisions imposing
various requirements and restrictions, which, among other things, (i) regulate
credit granting activities, (ii) establish maximum interest rates, finance
charges and other charges, (iii) regulate customers' insurance coverages, (iv)
require disclosures to customers, (v) govern secured transactions and (vi) set
collection, foreclosure, repossession and claims handling procedures and other
trade practices.
The Company's consumer finance business is subject to detailed enforcement
and supervision by state authorities under legislation and regulations which
generally require licensing of the lender. Licenses are renewable and may be
subject to suspension or revocation for violations of such laws and regulations.
Applicable state laws generally regulate interest rates and other charges and
require certain disclosures. In addition, most states have other laws, public
policies and general principles of equity relating to the protection of
consumers, unfair and deceptive practices and practices that may apply to the
origination, servicing and collection of consumer finance loans. Depending on
the provision of the applicable law and the specific facts
8
<PAGE>
and circumstances involved, violations of these laws, policies and principles
may limit the Company's ability to collect all or part of the principal of or
interest on consumer finance loans, may entitle the borrower to a refund of
amounts previously paid and, in addition, could subject the Company to damages
and administrative sanctions.
Federal laws preempt state usury ceilings on first mortgage loans and state
laws which restrict various types of alternative dwelling secured receivables,
except in those states which have specifically opted out, in whole or in part,
of such preemption. Loans may also be subject to other federal laws, including:
(i) the Federal Truth-in-Lending Act and Regulation Z promulgated thereunder,
which require certain disclosures to borrowers and other parties regarding loan
terms; (ii) the Real Estate Settlement Procedures Act and Regulation X
promulgated thereunder, which require certain disclosures to borrowers and other
parties regarding certain loan terms and regulates certain practices with
respect to such loans; (iii) the Equal Credit Opportunity Act and Regulation B
promulgated thereunder, which prohibit discrimination in the extension of credit
and administration of loans on the basis of age, race, color, sex, religion,
marital status, national origin, receipt of public assistance or the exercise of
any right under the Consumer Credit Protection Act; (iv) the Fair Credit
Reporting Act, which regulates the use and reporting of information related to a
borrower's credit experience; and (v) the Fair Housing Act, which prohibits
discrimination on the basis of, among other things, familial status or handicap.
Depending on the provisions of the applicable law and the specific facts
and circumstances involved, violations of these laws may limit the ability of
the Company to collect all or part of the principal of or interest on applicable
loans, may entitle the borrower to rescind the loan and any mortgage or to
obtain a refund of amounts previously paid and, in addition, could subject the
Company to damages and administrative sanctions.
The above federal and state regulation and supervision could limit the
Company's discretion in operating its businesses. For example, state laws often
establish maximum allowable finance charges for certain consumer and commercial
loans. Noncompliance with applicable statutes or regulations could result in the
suspension or revocation of any license or registration at issue, as well as the
imposition of civil fines and criminal penalties. No assurance can be given that
applicable laws or regulations will not be amended or construed differently,
that new laws and regulations will not be adopted or that interest rates the
Company charges will not rise to state maximum levels, the effect of any of
which could be to adversely affect the business or results of operations of the
Company. Under certain circumstance, the Federal Reserve has the authority to
issue orders which could restrict the ability of the Company to engage in new
activities or to acquire additional businesses or to acquire assets outside of
the normal course of business.
9
<PAGE>
SUMMARY OF FINANCIAL INFORMATION
The following is a summary of certain financial information of the Company
and its subsidiaries. The data for the years ended December 31, 1997, 1996 and
1995 were obtained from the Company's audited consolidated financial statements
contained in the Company's 1997 Annual Report on Form 10-K. The data for the
years ended December 31, 1994 and 1993 were obtained from audited consolidated
statements of the Company that are not incorporated by reference in this
Prospectus. The data for the quarters ended September 30, 1998 and 1997 were
obtained from the Company's unaudited condensed consolidated financial
statements contained in the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998. This summary should be read in conjunction
with the financial information of the Company included in the reports referred
to under "Documents Incorporated By Reference." Results for the nine-month
period ended September 30, 1998 are not necessarily indicative of operating
results that may be expected for a full year.
<TABLE>
<CAPTION>
Nine Months Ended
September 30, Years Ended December 31,
----------------- --------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
------ ------ ------- ------- -------- ------- -------
(Dollar Amounts in Millions)
<S> <C> <C> <C> <C> <C> <C> <C>
Finance income ................... $1,481.4 $1.352.0 $1,824.7 $1,646.2 $1,529.2 $1,263.8 $1,111.9
Interest expense ................. 766.2 693.7 937.2 848.3 831.5 614.0 508.0
------ ------ ------ -------- --------- --------- ---------
Net finance income .............. 715.2 658.3 887.5 797.9 697.7 649.8 603.9
Fees and other income ............ 196.1 186.0 247.8 244.1 184.7 174.4 133.8
Gain on Sale of Equity interest
acquired in loan workout ...... -- 58.0 58.0 -- -- -- --
------ ------ ------ -------- --------- --------- ---------
Operating revenue ............... 911.3 902.3 1,193.3 1,042.0 882.4 824.2 737.7
------ ------ ------ -------- --------- --------- ---------
Salaries and employee benefits ... 184.4 185.3 253.5 223.0 193.4 185.8 152.1
General operating expenses ....... 126.6 128.8 174.9 170.1 152.3 152.1 130.1
------ ------ ------ -------- --------- --------- ---------
Salaries and general operating
expenses ...................... 311.0 314.1 428.4 393.1 345.7 337.9 282.2
Provision for credit losses ...... 75.0 91.8 113.7 111.4 91.9 96.9 104.9
Depreciation on operating
lease equipment ............... 121.4 108.3 146.8 121.7 79.7 64.4 39.8
Minority interest in subsidiary
trust holding solely
debentures of the company ..... 14.4 11.5 16.3 -- -- -- --
------ ------ ------ -------- --------- --------- ---------
Operating expenses ............ 521.8 525.7 705.2 626.2 517.3 499.2 426.9
------ ------ ------ -------- --------- --------- ---------
Income before provision for
income taxes .................. 389.5 376.6 488.1 415.8 365.1 325.0 310.8
Provision for income taxes ....... 138.0 137.5 178.0 155.7 139.8 123.9 128.5
------ ------ ------ -------- --------- --------- ---------
Net income .................... $251.5 $239.1 $310.1 $ 260.1 $ 225.3 $ 201.1 $ 182.3
====== ====== ====== ======== ========= ========= =========
</TABLE>
The following table sets forth the ratio of earnings to fixed charges for
each of the periods indicated.
Ratios of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Nine Months Ended
September 30, Years Ended December 31,
------------------ ------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
----- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges 1.49 1.53 1.51 1.49 1.44 1.52 1.60
</TABLE>
The ratios of earnings to fixed charges have been computed in accordance
with requirements of the Commission's Regulation S-K. Earnings consist of income
from continuing operations before income taxes and fixed charges; fixed charges
consist of interest on indebtedness, minority interest in subsidiary trust
holding solely debentures of the Company, and the portion of rentals considered
to represent an appropriate interest factor.
USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities offered hereby will
provide additional working funds for the Company and its subsidiaries and will
be used initially to reduce short-term borrowings (currently represented by
commercial paper) incurred primarily for the purpose of originating and
purchasing receivables in the ordinary course of business. The amounts which the
Company itself may use in connection with its business and which the Company may
furnish to particular subsidiaries are not now determinable. From time to time
the Company may also use the proceeds to finance the bulk purchase of
receivables and/or the acquisition of other finance-related businesses.
10
<PAGE>
DESCRIPTION OF DEBT SECURITIES
General
The Debt Securities will constitute either Superior Indebtedness or Senior
Subordinated Indebtedness of the Company. The senior debt securities (the
"Senior Securities") may be issued from time to time in one or more separate,
unlimited series under one or more separate indentures, each substantially in
the form of a global indenture (each such indenture and indentures supplemental
thereto are hereinafter referred to as a "Senior Indenture", and collectively as
the "Senior Indentures"), in each case between the Company and a banking
institution organized under the laws of the United States or one of the states
thereof (each such banking institution is hereinafter referred to as a "Senior
Trustee", and collectively as the "Senior Trustees"). The senior subordinated
debt securities (the "Senior Subordinated Securities") may be issued from time
to time as either (i) one or more separate, unlimited series of Debt Securities
constituting senior subordinated indebtedness under one or more separate
indentures, each substantially in the form of a global indenture (each such
indenture and indentures supplemental thereto are hereinafter referred to as a
"Senior Subordinated Indenture", and collectively as the "Senior Subordinated
Indentures"), in each case between the Corporation and a banking institution
organized under the laws of the United States or one of the states thereof (each
such banking institution is hereinafter referred to as a "Senior Subordinated
Trustee", and collectively as the "Senior Subordinated Trustees"), or (ii) one
or more separate, unlimited series of Debt Securities constituting senior
subordinated indebtedness under the Senior Subordinated Indentures which is
intended to qualify as "Tier II Capital" under the rules and regulations of the
Ministry of Finance of Japan and the risk-based capital guidelines of the
Federal Reserve Board, if such series have the limited rights of acceleration
described under "Description of Debt Securities--Senior Subordinated Securities"
and "Description of Debt Securities--Events of Default". The Senior Indentures
and the Senior Subordinated Indentures are sometimes herein referred to as the
"Indentures", and the Senior Trustees and the Senior Subordinated Trustees are
sometimes herein referred to as the "Trustees".
The statements under this heading are subject to the detailed provisions of
each Indenture. A form of global Senior Indenture and a form of global Senior
Subordinated Indenture are filed as exhibits to the Registration Statement of
which this Prospectus is a part. Wherever particular provisions of an Indenture
or terms defined therein are referred to, such provisions or definitions are
incorporated by reference as a part of the statements made and the statements
are qualified in their entirety by such reference.
The Debt Securities to be issued pursuant to this Prospectus, comprised of
the Senior Securities and the Senior Subordinated Securities, are limited to an
aggregate initial offering price of $2.4 billion (or (i) if the principal of the
Debt Securities is denominated in a foreign currency, the equivalent thereof at
the time of offering, or (ii) if the Debt Securities are issued at an original
issue discount, such greater principal amount as shall result in an aggregate
initial offering price of $2.4 billion). The Senior Indentures do not limit the
amount of Debt Securities or other unsecured Superior Indebtedness which may be
issued thereunder or limit the amount of subordinated debt, secured or
unsecured, which may be issued by the Company. Except as described herein under
"Description of Debt Securities--Certain Restrictive Provisions", the Senior
Subordinated Indentures do not limit the amount of Debt Securities or other
unsecured Senior Subordinated Indebtedness which may be issued thereunder or
limit the amount of Junior Subordinated Indebtedness, secured or unsecured,
which may be issued by the Company. At September 30, 1998, approximately $200
million of Senior Subordinated Indebtedness was issued and outstanding. At
September 30, 1998, under the most restrictive provisions of the Senior
Subordinated Indentures, the Company could issue up to approximately $2.4
billion of additional Senior Subordinated Indebtedness. The Debt Securities will
be issued in fully registered form and, with regard to each issue of securities
in respect of which this Prospectus is being delivered, in the manner and in the
denominations set forth in the accompanying Prospectus Supplement.
The Debt Securities may be issued in one or more separate series of Senior
Securities and/or one or more separate series of Senior Subordinated Securities,
in each case with the same or various maturities at par or at a discount.
Offered Debt Securities bearing no interest or interest at a rate which at the
time of issuance is below market rates ("Original Issue Discount Securities")
will be sold at a discount (which may be substantial) below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto.
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<PAGE>
Reference is made to the Prospectus Supplement for the following terms of
the Offered Debt Securities: (i) the designation, aggregate principal amount,
and authorized denominations of the Offered Debt Securities; (ii) the percentage
of their principal amount at which such Offered Debt Securities will be issued;
(iii) the date or dates on which the Offered Debt Securities will mature; (iv)
the rate or rates (which may be fixed or variable) per annum, if any, at which
the Offered Debt Securities will bear interest, or the method of determining
such rate or rates, or the original issue discount, if applicable; (v) the times
at which any such interest will be payable and the date from which any such
interest shall accrue; (vi) provisions for a sinking, purchase, or other
analogous fund, if any; (vii) any redemption terms; (viii) the designation of
the office or agency of the Company in the Borough of Manhattan, The City of New
York, where the Offered Debt Securities may be presented for payment and may be
transferred or exchanged by the registered holders thereof or by their attorneys
duly authorized in writing; (ix) if other than U.S. dollars, the currency
(including composite currencies) in which the principal of, premium, if any,
and/or interest on the Offered Debt Securities will be payable; (x) any currency
(including composite currencies) other than the stated currency of the Offered
Debt Securities in which the principal of, premium, if any, and/or interest on
the Offered Debt Securities may, at the election of the Company or the holders,
be payable, and the periods within which, and terms and conditions upon which,
such election may be made; (xi) if the amount of payments of principal of,
premium, if any, and/or interest on the Offered Debt Securities may be
determined with reference to an index, the manner in which such amounts will be
determined; (xii) whether the Offered Debt Securities are Senior Securities or
Senior Subordinated Securities, or include both; and (xiii) other specific
terms.
Principal, premium, if any, and interest, if any, less applicable
withholding taxes, if any, will be payable at the office or agency of the
Company maintained for such purpose in the Borough of Manhattan, The City of New
York, provided that payment of interest, if any, less applicable withholding
taxes, if any, may be made at the option of the Company by check mailed to the
address of the person entitled thereto as it appears on the register of the
Company. (Section 2.04 of the Indentures.)
The Indentures provide that the Debt Securities will be transferable by the
registered holders thereof, or by their attorneys duly authorized in writing, at
the office or agency of the Company maintained for such purpose in such cities
as will be designated in the Prospectus Supplement, in the manner and subject to
the limitations provided in the Indentures, and upon surrender of the Debt
Securities. No service charge will be made for any registration of transfer or
exchange of the Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in connection
therewith. (Section 2.06 of the Indentures.)
"Indebtedness", when used in the definition of the terms "Superior
Indebtedness", "Senior Subordinated Indebtedness", and "Junior Subordinated
Indebtedness", means all obligations which in accordance with generally accepted
accounting principles should be classified as liabilities upon a balance sheet
and in any event includes all debt and other similar monetary obligations,
whether direct or guaranteed.
"Superior Indebtedness" means all Indebtedness of the Company that is not
by its terms subordinate or junior to any other indebtedness of the Company. As
discussed below, the Senior Securities constitute Superior Indebtedness.
"Senior Subordinated Indebtedness" means all Indebtedness of the Company
that is subordinate only to Superior Indebtedness. As discussed below, the
Senior Subordinated Securities constitute Senior Subordinated Indebtedness.
"Junior Subordinated Indebtedness" means all Indebtedness of the Company
that is subordinate to both Superior Indebtedness and Senior Subordinated
Indebtedness.
Senior Securities
The Senior Securities will be direct, unsecured obligations of the Company,
and will constitute Superior Indebtedness issued on a parity with the other
Superior Indebtedness of the Company. At September 30, 1998, approximately $17.6
billion of outstanding Superior Indebtedness was reflected in the Company's
consolidated unaudited balance sheet. The Senior Securities will be senior to
all Senior Subordinated Indebtedness, including the Senior Subordinated
Securities, which at September 30, 1998,
12
<PAGE>
totaled $200 million outstanding, and Junior Subordinated Indebtedness, none of
which was outstanding at September 30, 1998. The subordination provisions
applicable to the Senior Subordinated Securities are discussed below under
"Description of Debt Securities--Senior Subordinated Securities".
Senior Subordinated Securities
The Senior Subordinated Securities will be direct, unsecured obligations of
the Company subordinated as to principal, premium, if any, and interest to the
prior payment in full of all Superior Indebtedness of the Company, including the
Senior Securities. In the event of any insolvency, bankruptcy, receivership,
liquidation, reorganization, or similar proceedings or proceedings for voluntary
liquidation, dissolution, or other winding up of the Company, whether or not
involving insolvency or bankruptcy proceedings, the holders of Superior
Indebtedness will first be paid in full before any payment on account of
principal, premium, if any, or interest is made on the Senior Subordinated
Securities. An event of default under and/or acceleration of Superior
Indebtedness does not in itself result in the suspension of payments on Senior
Subordinated Securities. However, in the event the Senior Subordinated
Securities are declared due and payable before their expressed maturity because
of the occurrence of one of the events of default specified in the Senior
Subordinated Indentures, holders of the Senior Subordinated Securities will be
entitled to payment only after payment in full of Superior Indebtedness or
provision for such payment is made.
By reason of the foregoing subordination, in the event of insolvency,
holders of Superior Indebtedness may recover more, ratably, than the holders of
the Senior Subordinated Securities. The Senior Subordinated Securities are
intended to rank in all respects on a parity with all other Senior Subordinated
Indebtedness, including the Company's outstanding Senior Subordinated
Securities, and superior in right of payment to all Junior Subordinated
Indebtedness and all outstanding capital stock.
Senior Subordinated Securities of certain series may meet the requirements
necessary for such series to be considered "Tier II Capital" under the rules and
regulations of the Ministry of Finance of Japan and the risk-based capital
guidelines of the Federal Reserve Board. If it is intended that any series be
considered Tier II Capital, such series of the Senior Subordinated Securities
may provide that the maturity date of any such series so designated by the
Company in a supplement hereto will be subject to acceleration only in the event
of certain circumstances related to the insolvency of the Company.
Certain Restrictive Provisions
Except as set forth in the next sentence, no Indenture limits the amount of
other securities which may be issued by the Company or its subsidiaries, but
each contains a covenant that the Company will not pledge or otherwise subject
to any lien ("Liens") any of its property or assets to secure indebtedness for
money borrowed, incurred, issued, assumed or guaranteed by the Company, except
Liens in favor of any subsidiary of the Company; purchase money Liens existing
on property, assets, shares of capital stock or indebtedness hereafter acquired;
Liens on any property or assets existing at the time of acquisition by the
Company; Liens securing the performance of letters of credit, bids, tenders,
sales contracts, purchase agreements, repurchase agreements, reverse repurchase
agreements, bankers' acceptances, leases, surety and performance bonds, and
other similar obligations incurred in the ordinary course of business; Liens
upon any real property acquired or constructed by the Company primarily for use
in the conduct of its business; arrangements providing for the leasing by the
Company of any property or assets, which property or assets have been or will be
sold or transferred by the Company with the intention that such property or
assets will be leased back to the Company, if the obligations in respect of such
lease would not be included as liabilities on a consolidated balance sheet of
the Company; Liens to secure non-recourse debt in connection with the Company
engaging in any leveraged or single-investor or other lease transactions;
consensual Liens in the ordinary course of business of the Company that secure
indebtedness that would not be included in total liabilities as shown on the
Company's consolidated balance sheet; Liens created by the Company in connection
with any transaction intended by the Company to be a sale of property or assets
of the Company; Liens on property or assets financed through tax-exempt
municipal obligations; any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any of the
foregoing, provided that any such extension, renewal or replacement is limited
to all or a part of the property or assets which secured the Lien so extended,
renewed or replaced (plus improvements on such property); Liens that secure
certain other indebtedness which, in an
13
<PAGE>
aggregate principal amount then outstanding, does not exceed 10% of the
Company's consolidated net worth; and certain other minor exceptions. (Section
6.04 of the Indentures.) In addition, the Senior Subordinated Indentures provide
that the Company will not permit (i) the aggregate amount of Senior Subordinated
Indebtedness outstanding at any time to exceed 100% of the aggregate amount of
the par value of the capital stock plus the surplus (including retained
earnings) of the Company and its consolidated subsidiaries or (ii) the aggregate
amount of Senior Subordinated Indebtedness and Junior Subordinated Indebtedness
outstanding at any time to exceed 150% of the aggregate amount of the par value
of the capital stock plus the surplus (including retained earnings) of the
Company and its consolidated subsidiaries. (Senior Subordinated Indenture
Section 6.05.) Under the more restrictive of such tests in the Senior
Subordinated Indentures, as of September 30, 1998, the Company could issue up to
approximately $2.4 billion of additional Senior Subordinated Indebtedness. For
information as to restrictions in other agreements on the Company's ability to
issue Senior Subordinated Indebtedness, see "Description of Debt
Securities--General" above.
The holders of at least a majority in principal amount of the outstanding
Debt Securities of any series may, on behalf of the holders of all Debt
Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with the foregoing restrictions. (Senior Indenture
Section 6.06, Senior Subordinated Indenture Section 6.07.)
Each Indenture provides that, subject to the restrictions described in the
first sentence of the first paragraph under this caption, nothing contained in
such Indenture will prevent the consolidation or merger of the Company with or
into any other corporation, or the merger into the Company of any other
corporation, or the sale by the Company of its property and assets as, or
substantially as, an entirety, or otherwise. Notwithstanding the foregoing: (i)
in the event of any such consolidation or merger in which the Company is not the
surviving corporation, the surviving corporation must succeed to and be
substituted for the Company and must expressly assume by an indenture executed
and delivered to the applicable Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest, if any, on all Debt Securities
then outstanding and the performance and observance of every covenant and
condition of such Indenture which is required to be performed or observed by the
Company, and (ii) as a condition to any sale of the property and assets of the
Company as, or substantially as, an entirety, the corporation to which such
property and assets will be sold must (a) expressly assume, as part of the
purchase price thereof, the due and punctual payment of the principal of (and
premium, if any) and interest, if any, on all Debt Securities and the
performance and observance of every covenant and condition of such Indenture
which is required to be performed or observed by the Company, and (b)
simultaneously with the delivery to it of the conveyances or instruments of
transfer of such property and assets, execute and deliver to the applicable
Trustee a proper indenture in form satisfactory to such Trustee, pursuant to
which such purchasing corporation will assume the due and punctual payment of
the principal of (and premium, if any) and interest, if any, on all Debt
Securities then outstanding and the performance and observance of every covenant
and condition of such Indenture which is required to be performed or observed by
the Company, to the same extent that the Company is bound and liable. (Senior
Indenture Section 15.01, Senior Subordinated Indenture Section 16.01.)
Compliance by the Company with the foregoing restrictions may be waived by or on
behalf of the holders of the outstanding Debt Securities. For information as to
the modification of each Indenture, see "Description of Debt
Securities--Modification of Indenture" below.
Other than the foregoing restrictions, no Indenture contains covenants of
the Company or provisions which afford additional protection to holders of
outstanding Debt Securities in the event of a highly leveraged transaction
involving the Company.
Modification of Indenture
Each Indenture contains provisions permitting the Company and the Trustee
thereunder to add any provisions to or change in any manner or eliminate any of
the provisions of such Indenture or any indenture supplemental thereto or to
modify in any manner the rights of the holders of any series of Debt Securities
with the consent of the holders of not less than 662/3% in aggregate principal
amount of such series of Debt Securities at the time outstanding, except that no
such amendment or modification may (i) extend the fixed maturity of any Debt
Security, reduce the rate or extend the time of payment of interest thereon,
reduce the amount of the principal thereof, or premium, if any, payable with
respect thereto, or reduce the amount of an
14
<PAGE>
Original Issue Discount Security payable upon the acceleration of the stated
maturity thereof, without the consent of the holder of such Debt Security, or
(ii) reduce the aforesaid percentage of any series of Debt Securities, the
holders of which are required to consent to any such amendment or modification,
without the consent of the holders of all the Debt Securities of such series
then outstanding. (Section 14.02 of the Indentures.)
Outstanding Debt Securities
In determining whether the holders of the requisite principal amount of
outstanding Debt Securities have given any request, demand, authorization,
direction, notice, consent, or waiver under any Indenture, (i) the principal
amount of an Original Issue Discount Security that will be deemed to be
outstanding for such purposes will be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof upon an event of default and (ii) the
principal amount of a Debt Security denominated in a foreign currency or
currencies will be the U.S. dollar equivalent, determined on the date of
original issuance of such Debt Security, of the principal amount. (Section 1.02
of the Indentures.)
Events of Default
Each Indenture defines an "event of default" with respect to any series of
Debt Securities as being any one of the following events and such other events
as may be established for the Debt Securities of a particular series: (i)
default for thirty days in any payment of interest on such series; (ii) default
in any payment of principal of, and premium, if any, on such series when due;
(iii) default in the payment of any sinking fund installment of such series when
due; (iv) default for thirty days after appropriate notice in performance of any
other covenant in such Indenture (other than a covenant included in the
Indenture solely for the benefit of another series of Debt Securities); (v)
certain events in bankruptcy, insolvency, or reorganization; or (vi) default in
the payment of any installment of interest on any evidence of indebtedness of,
or assumed or guaranteed by, the Company (other than indebtedness subordinated
to such series), or in the payment of any principal of any such evidence of
indebtedness, and with respect to which any period of grace shall have expired,
after appropriate notice. (Section 7.01 of the Indentures.) Each Indenture
provides that the Trustee may withhold notice of any default (except in the
payment of principal of, premium, if any, or interest, if any, on any series of
Debt Securities) if it considers such withholding in the interests of the
holders of such series of Debt Securities issued thereunder. (Section 11.03 of
the Indentures.)
Except as set forth below, each Indenture provides that the Trustee
thereunder or the holders of not less than 25% in principal amount of any series
of Debt Securities then outstanding may declare the principal of all Debt
Securities of such series to be due and payable on an event of default. (Section
7.02 of the Indentures.) Notwithstanding the foregoing, any series of Senior
Subordinated Securities which will be considered "Tier II" may provide that the
Senior Subordinated Trustee or the holders of at least 25% in aggregate
principal amount of the Senior Subordinated Securities of that series which are
then outstanding may declare the principal of all Senior Subordinated Securities
of that series to be due and payable immediately only if an event of default
pursuant to (v) above shall have occurred and be continuing. Any such series
will be designated by the Company in a supplement hereto.
Reference is made to the Prospectus Supplement relating to any series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an event of default and the continuation thereof.
Within 120 days after the close of each fiscal year, the Company must file
with each Trustee a statement, signed by specified officers, stating whether or
not such officers have knowledge of any default, and, if so, specifying each
such default, the nature thereof and what action, if any, has been taken to cure
such default. (Senior Indenture Section 6.05, Senior Subordinated Indenture
Section 6.06.)
Subject to provisions relating to its duties in case of default, no Trustee
is under any obligation to exercise any of its rights or powers thereunder at
the request, order, or direction of any holders of any series of Debt
Securities, unless such holders shall have offered to such Trustee reasonable
indemnity. (Section 11.01 of the
15
<PAGE>
Indentures.) Subject to such provisions for indemnification, the holders of a
majority in principal amount of any series of Debt Securities outstanding may
direct the time, method, and place of conducting any proceeding for any remedy
available to the Trustee thereunder, or of exercising any trust or power
conferred upon such Trustee. (Section 7.08 of the Indentures.)
Defeasance of the Indenture and Debt Securities
The Company at any time may satisfy its obligations with respect to
payments of principal of the Debt Securities, and premium, if any, and interest,
if any, on the Debt Securities of any series by irrevocably depositing in trust
with the Trustee money or U.S. Government Obligations (as defined in the
Indenture) or a combination thereof sufficient to make such payments when due.
If such deposit is sufficient, as verified by a written report of a nationally
recognized, independent public accounting firm, to make all payments of (i)
interest, if any, on the Debt Securities of such series prior to and on their
redemption or maturity, as the case may be, and (ii) principal of the Debt
Securities, and premium, if any, on the Debt Securities of such series when due
upon redemption or at the designated maturity date, as the case may be, then all
the obligations of the Company with respect to the Debt Securities of such
series and the Indenture insofar as it relates to the Debt Securities of such
series will be satisfied and discharged (except as otherwise provided in the
Indenture). In the event of any such defeasance, holders of the Debt Securities
of such series would be able to look only to such trust fund for payment of
principal of, premium, if any, and interest, if any, on the Debt Securities of
such series until the designated maturity date or redemption. (Sections 12.01,
12.02 and 12.03 of the Indentures.)
Such a trust may only be established if, among other things, (i) the
Company has obtained an opinion of legal counsel (which may be based on a ruling
from, or published by, the Internal Revenue Service) to the effect that holders
of the Debt Securities of such series will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred and (ii) at that time, with
respect to any series of Debt Securities then listed on The New York Stock
Exchange, the rules of The New York Stock Exchange do not prohibit such deposit
with the Trustee.
Information Concerning the Trustees
The Company from time to time may borrow from each of the Trustees, and
the Company and certain of its subsidiaries maintain deposit accounts and
conduct other banking transactions with some of the Trustees. A Trustee under a
Senior Indenture or a Senior Subordinated Indenture may act as trustee under any
of the Company's other indentures.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby (i) directly
to purchasers, (ii) through agents, (iii) to dealers, or (iv) through an
underwriter or a group of underwriters.
Offers to purchase Offered Debt Securities may be solicited directly by the
Company or by agents designated by the Company from time to time. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a best efforts basis for the period of its appointment (ordinarily five
business days or less). Agents may be entitled under agreements which may be
entered into with the Company to indemnification by the Company against certain
civil liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act").
If a dealer is utilized in the sale of the Offered Debt Securities in
respect of which this Prospectus is delivered, the Company will sell such
Offered Debt Securities to the dealer, as principal. The dealer may then resell
such Offered Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale. Dealers may be entitled under agreements
which may be entered into with the Company to indemnification by the Company
against certain civil liabilities, including liabilities under the Securities
Act.
16
<PAGE>
If an underwriter or underwriters are utilized in the sale, the Company may
enter into an arrangement with such underwriters at the time of sale to them
providing for their indemnification against certain liabilities, including
liabilities under the Securities Act. The names of the underwriters and the
terms of the transaction will be set forth in the Prospectus Supplement which is
intended for use by the underwriters to make resales of the Offered Debt
Securities in respect of which this Prospectus is delivered to the public.
The underwriters, dealers, and agents may be deemed to be underwriters and
any discounts, commissions, or concessions received by them from the Company or
any profit on the resale of Offered Debt Securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such person
who may be deemed to be an underwriter and any such compensation received from
the Company will be described in the Prospectus Supplement. Underwriters,
dealers, and agents may be customers of, engage in transactions with, or perform
services for the Company in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters and agents to solicit offers by certain institutions to purchase
Offered Debt Securities from the Company at the public offering price set forth
in the Prospectus Supplement pursuant to contracts providing for payment and
delivery on the date stated in the Prospectus Supplement ("Contracts"). Each
Contract will be for an amount not less than, and unless the Company otherwise
agrees the aggregate principal amount of Offered Debt Securities sold pursuant
to Contracts will be not less nor more than, the respective amounts stated in
the Prospectus Supplement. Institutions with whom Contracts, when authorized,
may be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions, and other
institutions, but shall in all cases be subject to the approval of the
Corporation. Contracts will not be subject to any conditions except that the
purchase by an institution of the Offered Debt Securities covered by its
Contract must not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject. A
commission indicated in the Prospectus Supplement will be granted to
underwriters and agents soliciting purchases of Offered Debt Securities pursuant
to Contracts accepted by the Company. Underwriters and agents will have no
responsibility in respect of the delivery or performance of Contracts.
The place and time of delivery for the Offered Debt Securities in respect
of which this Prospectus is delivered will be set forth in the Prospectus
Supplement.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1997 and
1996 and the related consolidated statements of income, changes in stockholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1997 has been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG LLP, independent
certified public accountants, also incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
LEGAL OPINIONS
Schulte Roth & Zabel LLP, New York, New York, our counsel, is passing for
us on the validity of the Debt Securities to which this Prospectus relates. Paul
N. Roth, a director of the Company, is a partner of Schulte Roth & Zabel LLP.
17
<PAGE>
================================================================================
No salesman or any other person has been authorized by the Company or any
dealer, agent, or underwriter to give any information or to make any
representation, other than as contained in this Prospectus or the documents
incorporated by reference, in connection with the offer contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon. This Prospectus does not constitute an offer by any dealer, agent
or underwriter to sell, or a solicitaion of an offer to buy, securities in any
state to any person to whom it is unlawful for such dealer, agent or underwriter
to make such offer or solicitation in such state. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company and
its subsidiaries since the date of the information contained herein.
----------
TABLE OF CONTENTS
Page
----
Available Information ..................................................... 2
Documents Incorporated by Reference ....................................... 2
The Company ............................................................... 3
Summary of Financial Information .......................................... 10
Use of Proceeds ........................................................... 10
Description of Debt Securities ............................................ 11
Plan of Distribution ...................................................... 16
Experts ................................................................... 17
Legal Opinions ............................................................ 17
================================================================================
================================================================================
[LOGO] THE CIT GROUP
The CIT Group, Inc.
Debt Securities
----------
Prospectus
----------
, 1999
================================================================================
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS.
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses payable by the Registrant in
connection with the issuance and distribution of the securities being
registered. All the amounts shown are estimates, except for the registration
fee.
Registration fee .................................... $ 278
Fees and expenses of accountants .................... 209,000
Fees and expenses of counsel ........................ 500,000
Fees and expenses of Trustees and paying and
authenticating agents ............................. 450,000
Printing and engraving expenses ..................... 50,000
Rating Agencies ..................................... 600,000
Blue Sky fees and expenses .......................... 22,500
Miscellaneous ....................................... 12,000
----------
Total .......................................... $1,843,778
==========
Item 15. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation except that no indemnification may be made in
respect of any claim, issue, or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee, or agent of a corporation has been successful in the defense of any
action, suit, or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and empowers the corporation to purchase and maintain insurance on
behalf of any person acting in any of the capacities set forth in the second
preceding paragraph against any liability asserted against him or incurred by
him in any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.
II-1
<PAGE>
Article X of the By-laws of the Registrant provides, in effect, that, in
addition to any rights afforded to an officer, director or employee of the
Registrant by contract or operation of law, the Registrant may indemnify any
person who is or was a director, officer, employee, or agent of the Registrant,
or of any other corporation which he served at the request of the Registrant,
against any and all liability and reasonable expense incurred by him in
connection with or resulting from any claim, action, suit, or proceeding
(whether brought by or in the right of the Registrant or such other corporation
or otherwise), civil or criminal, in which he may have become involved, as a
party or otherwise, by reason of his being or having been such director,
officer, employee, or agent of the Registrant or such other corporation, whether
or not he continues to be such at the time such liability or expense is
incurred, provided that such person acted in good faith and in what he
reasonably believed to be the best interests of the Registrant or such other
corporation, and, in connection with any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Article X further provides that any person who is or was a director,
officer, employee, or agent of the Registrant or any direct or indirect
wholly-owned subsidiary of the Registrant shall be entitled to indemnification
as a matter of right if he has been wholly successful, on the merits or
otherwise, with respect to any claim, action, suit, or proceeding of the type
described in the foregoing paragraph.
In addition, the Registrant maintains directors' and officers'
reimbursement and liability insurance pursuant to standard form policies with
aggregate limits of $90,000,000. The risks covered by such policies include
liabilities under the Securities Act of 1933.
Item 16. Exhibits.
(c)1.1 --Form of Underwriting Agreement.
(e)1.2 -- Form of Selling Agency Agreement.
(a)4.1a --Proposed form of Debt Securities (Note).
(a)4.1b --Proposed form of Debt Securities (Debenture).
(a)4.1c --Proposed form of Debt Securities (Deep Discount Debenture).
(a)4.1d --Proposed form of Debt Securities (Zero Coupon Debenture).
(a)4.1e --Proposed form of Debt Securities (Extendible Note).
(b)4.1f --Proposed form of Debt Securities (Floating Rate Renewable Note).
(b)4.1g --Proposed form of Debt Securities (Floating Rate Note).
(d)4.1h --Proposed form of Debt Securities (Medium-Term Senior Fixed Rate
Note).
(d)4.1i --Proposed form of Debt Securities (Medium-Term Senior Floatin
Rate Note).
(d)4.1j --Proposed form of Debt Securities (Medium-Term Senior Subordinated
Fixed Rate Note).
(d)4.1k --Proposed form of Debt Securities (Medium-Term Senior Subordinated
Floating Rate Note).
(f)4.2a --Form of Global Indenture between the Registrant and each Senior
Trustee.
(f)4.2b --Form of Global Indenture between the Registrant and each Senior
Subordinated Trustee.
(f)4.2c --Standard Multiple-Series Indenture Provisions dated as of
September 24, 1998.
(g)5 --Opinion of Schulte Roth & Zabel LLP in respect of the legality
of the Debt Securities registered hereunder, containing the
consent of such counsel.
II-2
<PAGE>
Item 16. Exhibits. (continued)
(g)12 --Computation of Ratios of Earnings to Fixed Charges.
(h)23.1 --Consent of KPMG LLP.
(g)23.2 --Consent of Counsel. The consent of Schulte Roth & Zabel LLP is
included in its opinion filed herewith as Exhibit 5 to this
Registration Statement.
(h)24.1 --Powers of Attorney.
(h)24.2 --Board Resolutions.
(g)25.1 --Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of The Bank of New York.
(g)25.2 --Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of The First National Bank of Chicago.
(g)25.3 --Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of Harris Trust and Savings Bank.
- ----------
(a) Incorporated by reference to Registration Statement No. 2-93960 on Form
S-3 filed October 25, 1984.
(b) Incorporated by reference to Registration Statement No. 33-30047 on Form
S-3 filed July 24, 1989.
(c) Incorporated by reference to Registration Statement No. 33-37189 on Form
S-3 filed October 5, 1990.
(d) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated July 21, 1992.
(e) Incorporated by reference to Registration Statement No. 33-58418 on Form
S-3 filed February 16, 1993.
(f) Incorporated by reference to Registration Statement No. 333-63793 on Form
S-3 filed September 18, 1998.
(g) To be filed by pre-effective amendment.
(h) Filed herewith.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
II-3
<PAGE>
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim of indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes (1) to use its best efforts
to distribute prior to the opening of bids, to prospective bidders,
underwriters, and dealers, a reasonable number of copies of a prospectus which
at the time meets the requirements of Section 10(a) of the Securities Act, and
relating to the securities offered at competitive bidding, as contained in the
registration statement, together with any supplements thereto, and (2) to file
an amendment to the registration statement reflecting the results of bidding,
the terms of the reoffering and related matters to the extent required by the
applicable form, not later than the first use, authorized by the issuer after
the opening of bids, of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of such securities by the
issuer and no reoffering of such securities by the purchasers is proposed to be
made.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of Livingston and State of New Jersey, on the 28th day
of January, 1999.
THE CIT GROUP, INC.
By /s/ ERNEST D. STEIN
-----------------------------------------
Ernest D. Stein
Executive Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature and Title Date
------------------- ----
ALBERT R. GAMPER, JR.*
- --------------------------------------
Albert R. Gamper, Jr.
President, Chief Executive Officer,
and Director (principal
executive officer)
DANIEL P. AMOS*
- --------------------------------------
Daniel P. Amos
Director
YOSHIRO AOKI*
- --------------------------------------
Yoshiro Aoki
Director
______________________________________
Anthea Disney
Director
TAKASUKE KANEKO*
- --------------------------------------
Takasuke Kaneko
Director
HISAO KOBAYASHI*
- --------------------------------------
Hisao Kobayashi
Director *By /s/ ERNEST D. STEIN January 28, 1999
-------------------
JOSEPH A. POLLICINO* Ernest D. Stein
- -------------------------------------- Attorney-in-fact
Joseph A. Pollicino
Director
PAUL N. ROTH*
- --------------------------------------
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 January 28, 1999
- --------------------------------------
Joseph M. Leone
Executive Vice President and Chief
Financial Officer (principal financial
and accounting officer)
Original powers of attorney authorizing Albert R. Gamper, Jr., Ernest D.
Stein, and Anne Beroza and each of them to sign this Registration Statement and
amendments hereto on behalf of the directors and officers of the Registrant
indicated above are held by the Registrant and available for examination
pursuant to Item 302(b) of Regulation S-T.
II-5
Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
The CIT Group, Inc.:
We consent to the use of our report dated January 28, 1998 relating to the
consolidated balance sheets of The CIT Group, Inc. and subsidiaries as of
December 31, 1997 and 1996, and the related consolidated statements of income,
changes in stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1997, incorporated by reference in this
Registration Statement on Form S-3 of The CIT Group, Inc. which report appears
in the December 31, 1997 Annual Report on Form 10-K of The CIT Group, Inc. and
to the reference to our firm under the heading "Experts" in the Registration
Statement.
KPMG LLP
Short Hills, New Jersey
January 28, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$5,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $5,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement and each such amendment, with all
exhibits thereto, and any and all other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 30th
day of November, 1998.
/s/ Daniel P. Amos
-----------------------
Daniel P. Amos
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$5,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $5,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement and each such amendment, with all
exhibits thereto, and any and all other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 30th
day of November, 1998.
/s/ Yoshiro Aoki
-----------------------
Yoshiro Aoki
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$5,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $5,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement and each such amendment, with all
exhibits thereto, and any and all other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 30th
day of November, 1998.
/s/ Albert R. Gamper, Jr.
---------------------------
Albert R. Gamper, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$5,000,000,000aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $5,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement and each such amendment, with all
exhibits thereto, and any and all other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 30th
day of November, 1998.
/s/ Takasuke Kaneko
-----------------------
Takasuke Kaneko
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$5,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $5,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement and each such amendment, with all
exhibits thereto, and any and all other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 30th
day of November, 1998.
/s/ Hisao Kobayashi
-----------------------
Hisao Kobayashi
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$5,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $5,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement and each such amendment, with all
exhibits thereto, and any and all other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 30th
day of November, 1998.
/s/ Joseph A. Pollicino
---------------------------
Joseph A. Pollicino
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$5,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $5,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement and each such amendment, with all
exhibits thereto, and any and all other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 30th
day of November, 1998.
/s/ Paul N. Roth
-----------------------
Paul N. Roth
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$5,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $5,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement and each such amendment, with all
exhibits thereto, and any and all other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 30th
day of November, 1998.
/s/ Peter J. Tobin
---------------------------
Peter J. Tobin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$5,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $5,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement and each such amendment, with all
exhibits thereto, and any and all other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 30th
day of November, 1998.
/s/ Tohru Tonoike
---------------------------
Tohru Tonoike
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of THE CIT GROUP, INC., a Delaware corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 for the registration of debt securities under said Act of
$5,000,000,000 aggregate principal amount, or if issued at an original issue
discount, such greater principal amount as shall result in an aggregate initial
public offering price of $5,000,000,000 (all in United States dollars or an
equivalent amount in another currency or composite currency), hereby constitutes
and appoints ALBERT R. GAMPER, JR., ERNEST D. STEIN, and ANNE BEROZA his true
and lawful attorneys-in-fact and agents, and each of them with full power to act
without the others, for him and in his name, place, and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto (including post-effective amendments), with power where appropriate to
affix the corporate seal of said corporation thereto and to attest to said seal,
and to file such Registration Statement and each such amendment, with all
exhibits thereto, and any and all other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 30th
day of November, 1998.
/s/ Alan F. White
---------------------------
Alan F. White
Exhibit 24.2
THE CIT GROUP, INC.
CERTIFIED RESOLUTIONS
I, Anne Beroza, hereby certify that I am the Assistant Secretary and the
official assistant to the official custodian of certain records including the
Certificate of Incorporation, By-Laws, and minutes of the meetings of the Board
of Directors of THE CIT GROUP, INC., a Delaware corporation, and that the
following are true, accurate, and compared extracts from the minutes of the
meeting of the Board of Directors of THE CIT GROUP, INC. held on November 19,
1998 (the "Board Meeting"), and that the same have not been revoked, annulled or
amended in any manner whatsoever:
Certain Preambles and Resolutions from the Board Meeting
WHEREAS, The CIT Group, Inc. (the "Corporation") desires to obtain
financing in the public debt markets and in that connection desires to
authorize certain officers of the Corporation to sign on behalf of the
Corporation and certain of its directors and officers a registration
statement on Form S-3, and any amendments thereto, for the registration of
debt securities of the Corporation pursuant to the following resolutions
under the Securities Act of 1933, as amended (the "Securities Act"), under
such terms and conditions, which may be amended from time to time, as the
President and Chief Executive Officer, the Chief Financial Officer or the
Treasurer of the Corporation (the "Authorized Officers") may determine;
and
WHEREAS, the Corporation currently has registered with the
Securities and Exchange Commission (the "Commission") debt securities in
the amount of $3.538 billion, and the Corporation desires to authorize the
issuance of an additional $5.0 billion in such debt securities;
NOW, THEREFORE, BE IT:
RESOLVED, that the Corporation hereby authorizes the addition of
$5.0 billion to the amounts of debt securities already registered, in
order to offer, issue and sell from time to time up to $8.538 billion
aggregate principal amount of debt securities of the Corporation or, if
issued at an original issue discount, such greater principal amount as
shall result in an aggregate initial public offering price of $8.538
billion (all in United States dollars or an equivalent amount in another
currency or composite currency) to be made (i) directly to purchasers,
(ii) through agents designated from time to time, (iii) through
underwriters or a group of underwriters represented by one or more
particular underwriter(s), or (iv) to dealers, from and after the date
hereof on a continuing basis (such issue of debt securities or any series
thereof being hereinafter sometimes referred to in these resolutions as
the "Debt Securities") under such terms and conditions, which may be
amended from time to time, as any Authorized Officer shall determine;
RESOLVED FURTHER, that the proper officers of the Corporation are
hereby authorized to proceed with the preparation of a registration
statement on Form S-3 (such
<PAGE>
registration statement being hereinafter referred to in these resolutions
as the "Registration Statement") for the registration under the Securities
Act of any or all of the Debt Securities, with the offering for sale of
any or all of the Debt Securities, and with such financing at such time,
if at all, within such period as any Authorized Officer shall deem
appropriate;
RESOLVED FURTHER, that each of Albert R. Gamper, Jr., Ernest D.
Stein, Anne Beroza with full power to act with or without the others is
hereby authorized to sign the Registration Statement covering the
registration under the Securities Act of the Debt Securities and any and
all amendments (including post-effective amendments) to the Registration
Statement, on behalf of and as true and lawful attorney-in-fact or
attorneys-in-fact for the Corporation and on behalf of and as true and
lawful attorney-in-fact or attorneys-in-fact for the Chief Executive
Officer and/or the Chief Financial Officer and/or the Chief Accounting
Officer and/or other officers of the Corporation, including, without
limitation, the Chairman and/or the Vice Chairman and/or the President
and/or each Senior Executive Vice President and/or each Executive Vice
President and/or each Senior Vice President and/or each Vice President
and/or the Treasurer and/or the Secretary and/or the Assistant Secretary
(in attestation of the corporate seal of the Corporation or otherwise);
RESOLVED FURTHER, that any of the Authorized Officers is hereby
authorized to approve the forms, terms and provisions of the form of
Registration Statement and the form of Preliminary Prospectus, and once so
approved, Albert R. Gamper, Jr., Ernest D. Stein, and Anne Beroza be, and
with full power to act without the others and hereby is, authorized (i) to
sign, in the name and on behalf of the Corporation, the Registration
Statement and any amendments thereto as any of them may approve, in such
form as the officer executing the Registration Statement or any such
amendment may approve, with any changes from the form attached hereto as
he or she may approve, such execution to be conclusive evidence of such
approval, and (ii) to file the Registration Statement or amendment and any
prospectus (a "Prospectus") appropriate to offer the Debt Securities with
the Commission;
RESOLVED FURTHER, that each of Ernest D. Stein and Anne Beroza is
hereby designated an agent of the Corporation to receive any and all
notices and communications from the Commission relating to the
Registration Statement, any amendments thereto and any Prospectus or
supplement thereto, and that there are hereby conferred upon Ernest D.
Stein and Anne Beroza the powers enumerated in Rule 478 of the Act;
RESOLVED FURTHER, that each of Ernest D. Stein and Anne Beroza be,
and hereby is, authorized to appear on behalf of the Corporation before
the Commission in connection with any matter relating to the Registration
Statement and any amendment thereto;
RESOLVED FURTHER, that the proper officers of the Corporation are, and
each of them hereby is, empowered to approve or authorize, as the case may be,
such further action and the preparation, execution, and delivery of all of the
foregoing instruments and any further instruments and documents, and that the
proper officers of the Corporation and its counsel are hereby authorized to take
all such further action and to execute and deliver all such further
<PAGE>
instruments and documents, in the name and on behalf of the Corporation and
under its corporate seal or otherwise, and to pay all such expenses and issue
and other taxes, as in their judgment shall be necessary, proper, or advisable
in order to fully carry out the intent and accomplish the purposes of the
foregoing resolutions and each of them; and
RESOLVED FURTHER, that all actions heretofore or hereafter taken by any
officer or officers of the Corporation within the terms of the foregoing
resolutions are hereby ratified and confirmed as the act and deed of the
Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
The CIT Group, Inc. this 28th day of January, 1999.
[SEAL]
Anne Beroza
Assistant Secretary
