UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
CIT GROUP, INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
125577106
(CUSIP Number)
DECEMBER 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall subject to all other provisions of the Act (however, see the Notes).
<PAGE>
13 of 13
CUSIP No. 125577106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FEDERATED INVESTORS, INC.
TAX I.D. # 25-1111467
2 Check the appropriate box if a member of a group
(a) [ ]
(b) [ ]
3 SEC use only
4 Citizenship or Place of Organization
PENNSYLVANIA
Number of 5 Sole voting power 2,831,200
shares
beneficially 6 Shared voting power
owned
by each 7 Sole dispositive power 2,831,200
Reporting
Person with 8 Shared dispositive power
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,831,200
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (9)
7.7%
12 Type of Reporting Person
HC
<PAGE>
CUSIP No. 125577106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VOTING SHARES IRREVOCABLE TRUST
2 Check the appropriate box if a member of a group
(a) [ ]
(b) [ ]
3 SEC use only
4 Citizenship or Place of Organization
PENNSYLVANIA
Number of 5 Sole voting power 2,831,200
shares
beneficially 6 Shared voting power
owned
by each 7 Sole dispositive power 2,831,200
Reporting
Person with 8 Shared dispositive power
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,831,200
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (9)
7.7%
12 Type of Reporting Person
OO
<PAGE>
CUSIP No. 125577106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JOHN F. DONAHUE
2 Check the appropriate box if a member of a group
(a) [ ]
(b) [ ]
3 SEC use only
4 Citizenship or Place of Organization
UNITED STATES
Number of 5 Sole voting power
shares
beneficially 6 Shared voting power 2,831,200
owned
by each 7 Sole dispositive power
Reporting
Person with 8 Shared dispositive power 2,831,200
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,831,200
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (9)
7.7%
12 Type of Reporting Person
IN
<PAGE>
CUSIP No. 125577106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
RHODORA J. DONAHUE
2 Check the appropriate box if a member of a group
(a) [ ]
(b) [ ]
3 SEC use only
4 Citizenship or Place of Organization
UNITED STATES
Number of 5 Sole voting power
shares
beneficially 6 Shared voting power 2,831,200
owned
by each 7 Sole dispositive power
Reporting
Person with 8 Shared dispositive power 2,831,200
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,831,200
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (9)
7.7%
12 Type of Reporting Person
IN
<PAGE>
CUSIP No. 125577106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
J. CHRISTOPHER DONAHUE
2 Check the appropriate box if a member of a group
(a) [ ]
(b) [ ]
3 SEC use only
4 Citizenship or Place of Organization
UNITED STATES
Number of 5 Sole voting power
shares
beneficially 6 Shared voting power 2,831,200
owned
by each 7 Sole dispositive power
Reporting
Person with 8 Shared dispositive power 2,831,200
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,831,200
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (9)
7.7%
12 Type of Reporting Person
IN
<PAGE>
ITEM 1 (A). NAME OF ISSUER:
CIT Group, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL BUSINESS OFFICE:
1211 Avenue of the Americas
New York, New York 10036
ITEM 2(A). NAMES OF PERSONS FILING:
SEE ROW 1 OF COVER PAGES
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Federated Investors Tower
Pittsburgh, PA 15222-3779
ITEM 2(C). CITIZENSHIP:
SEE ROWS 1 AND 4 OF COVER PAGES
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Class A Common Stock
ITEM 2(E). CUSIP NUMBER:
125577106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSONS FILING ARE:
(g) [X] Parent Holding Company in accordance with Section
240.13d-1(b)(ii)(G)
(Note: See Item 7)
ITEM 4. OWNERSHIP:
A. Federated Investors, Inc. (See Footnote 1, next page)
Item 4(a) Amount Beneficially Owned:................. 2,831,200
Item 4(b) Percent of Class:............................. 7.7%
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:...... 2,831,200
(ii) shared power to vote or direct the vote:..... 0
(iii) sole power of dispose or to direct the
disposition of:...........................2,831,200
(iv) shared power to dispose or to direct the
disposition of:............................ 0
<PAGE>
ITEM 4. OWNERSHIP: (CONTINUED):
B. Voting Shares Irrevocable Trust1
Item 4(a) Amount Beneficially Owned:....................2,831,200
Item 4(b) Percent of Class:.............................. 7.7%
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:.......2,831,200
(ii) shared power to vote or direct the vote:..... 0
(iii) sole power of dispose or to direct the
disposition of:...........................2,831,200
(iv) shared power to dispose or to direct the
disposition of:............................ 0
C. John F. Donahue1
Item 4(a) Amount Beneficially Owned:....................2,831,200
Item 4(b) Percent of Class:.............................. 7.7%
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:........ 0
(ii) shared power to vote or direct the vote:...2,831,200
(iii) sole power of dispose or to direct the
disposition of:............................ 0
(iv) shared power to dispose or to direct the
disposition of:..........................2,831,200
D. Rhodora J. Donahue1
Item 4(a) Amount Beneficially Owned:................. 2,831,200
Item 4(b) Percent of Class:............................. 7.7%
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:........ 0
(ii) shared power to vote or direct the vote:....2,831,200
(iii) sole power of dispose or to direct the
disposition of:............................ 0
(iv) shared power to dispose or to direct the
disposition of:...........................2,831,200
E. J. Christopher Donahue1
Item 4(a) Amount Beneficially Owned:....................2,831,200
Item 4(b) Percent of Class:.............................. 7.7%
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:.......................... 0
<PAGE>
ITEM 4. OWNERSHIP: (CONTINUED):
(ii) shared power to vote or direct the vote:...2,831,200
(iii) sole power of dispose or to direct the
disposition of:............................ 0
(iv) shared power to dispose or to direct the
disposition of:..........................2,831,200
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner or more than
five percent of the class of securities. Check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT OF BEHALF OF ANOTHER PERSON:
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
SEE EXHIBIT "1" ATTACHED
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
ITEM 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having such purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 12, 1999
By: /s/ J. Christopher Donahue
Name/Title: J. Christopher Donahue, as President of Federated Investors, Inc.
By: /s/ John F. Donahue
Name/Title: John F. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact
<PAGE>
By: /s/ Rhodora J. Donahue
Name/Title: Rhodora J. Donahue, individually and as Trustee of Voting
Shares Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact
By: /s/ J. Christopher Donahue
Name/Title: J. Christopher Donahue, individually and as Trustee of Voting
Shares Irrevocable Trust
<PAGE>
EXHIBIT "1"
ITEM 3 CLASSIFICATION OF
REPORTING PERSONS
Identity and Classification of Each Reporting Person
IDENTITY CLASSIFICATION UNDER ITEM 3
Federated Management (e) Investment Adviser registered
under section 203 of the Investment
Advisers Act of 1940
Federated Advisers (e) Investment Adviser registered
under section 203 of the Investment
Advisers Act of 1940
Federated Investment Counseling (e) Investment Adviser registered
under section 203 of the Investment
Advisers Act of 1940
Federated Global Research Corp. (e) Investment Adviser registered
under section 203 of the Investment
Advisers Act of 1940
Federated Investors, Inc. (g) Parent Holding Company, in
accordance with Section
240.13d-1(b)(ii)(G)
FII Holdings, Inc. (g) Parent Holding Company, in
accordance with Section
240.13d-1(b)(ii)(G)
Voting Shares Irrevocable Trust (g) Parent Holding Company, in
accordance with Section
240.13d-1(b)(ii)(G)
John F. Donahue (g) Parent Holding Company, in
accordance with Section
240.13d-1(b)(ii)(G)
Rhodora J. Donahue (g) Parent Holding Company, in
accordance with Section
240.13d-1(b)(ii)(G)
J. Christopher Donahue (g) Parent Holding Company, in
accordance with Section
240.13d-1(b)(ii)(G)
Federated Investors, Inc. (the "Parent") is filing this Schedule 13G because it
is the parent holding company of Federated Management, Federated Investment
Counseling, Federated Global Research Corp. and Federated Advisers (the
"Investment Advisers"), which act as investment advisers to registered
investment companies and separate accounts that own shares of common stock in
CIT Group, Inc. (the "Reported Securities"). The Investment Advisers are wholly
owned subsidiaries of FII Holdings, Inc., which is wholly owned subsidiary of
Federated Investors, Inc., the Parent. All of the Parent's outstanding voting
stock is held in the Voting Shares Irrevocable Trust (the "Trust") for which
John F. Donahue, Rhodora J. Donahue and J. Christopher Donahue act as trustees
(collectively, the "Trustees"). The Trustees have joined in filing this Schedule
13G because of the collective voting control that they exercise over the Parent.
In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as
amended, the Parent, the Trust, and each of the Trustees declare that this
statement should not be construed as an admission that they are the beneficial
owners of the Reported Securities, and the Parent, the Trust, and each of the
Trustees expressly disclaim beneficial ownership of the Reported Securities.
<PAGE>
EXHIBIT "2"
AGREEMENT FOR JOINT FILING OF
SCHEDULE 13G
The following parties hereby agree to file jointly the statement on
Schedule 13G to which this Agreement is attached and any amendments thereto
which may be deemed necessary pursuant to Regulation 13D-G under the Securities
Exchange Act of 1934:
1. Federated Investors, Inc., as parent holding company of the
investment advisers to registered investment companies that beneficially own the
securities.
2. Voting Shares Irrevocable Trust, as holder of all the voting shares
of Federated Investors, Inc.
3. John F. Donahue, individually and as Trustee
4. Rhodora J. Donahue, individually and as Trustee
5. J. Christopher Donahue, individually and as Trustee
It is understood and agreed that each of the parties hereto is
responsible for the timely filing of such statement and any amendments thereto,
and for the completeness and accuracy of the information concerning such party
contained therein, but such party is not responsible for the completeness or
accuracy of information concerning the other parties unless such party knows or
has reason to believe that such information is incomplete or inaccurate.
It is understood and agreed that the joint filing of Schedule 13G shall
not be construed as an admission that the reporting persons named herein
constitute a group for purposes of Regulation 13D-G of the Securities Exchange
Act of 1934, nor is a joint venture for purposes of the Investment Company Act
of 1940.
Date: February 12, 1999
By: /s/ J. Christopher Donahue
Name/Title: J. Christopher Donahue, as President of Federated Investors, Inc.
By: /s/ John F. Donahue
Name/Title: John F. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact
By: /s/ Rhodora J. Donahue
Name/Title: Rhodora J. Donahue, individually and as Trustee of Voting
Shares Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact
By: /s/ J. Christopher Donahue
Name/Title: J. Christopher Donahue, individually and as Trustee of Voting
Shares Irrevocable Trust
- --------
1 The number of shares indicated represent shares beneficially owned by
registered investment companies and separate accounts advised by subsidiaries of
Federated Investors, Inc. that have been delegated the power to direct
investments and power to vote the securities by the registered investment
companies' board of trustees or directors and by the separate accounts'
principals. All of the voting securities of Federated Investors, Inc. are held
in the Voting Shares Irrevocable Trust ("Trust"), the trustees of which are John
F. Donahue, Rhodora J. Donahue, and J. Christopher Donahue ("Trustees"). In
accordance with Rule 13d-4 under the 1934 Act, the Trust, Trustees, and parent
holding company declare that the filing of this statement should not be
construed as an admission that any of the investment advisers, parent holding
company, Trust, and Trustees are beneficial owners (for the purposes of Sections
13(d) and/or 13(g) of the Act) of any securities covered by this statement, and
such advisers, parent holding company, Trust, and Trustees expressly disclaim
that they are the beneficial owners such securities.
