As filed with the Securities and Exchange Commission on September 10, 1999
Registration No. 333-84859
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT
and
POST-EFFECTIVE AMENDMENT NO. 2
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.
1211 Avenue of the Americas
New York, New York 10036
(212) 536-1390
(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]
<PAGE>
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]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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
- ------------------------------------------- ---------------------- -------------- -------------------- --------------
<S> <C> <C> <C> <C>
Senior/Senior Subordinated Debt Securities $15,000,000,000(1) 100%(2) $15,000,000,000(2)(3) $2,780,000(2)(4)
====================================================================================================================-----=
</TABLE>
(1) In computing the principal amount of debt securities we issue, we will
use the U.S. Dollar equivalent for debt securities denominated in a
foreign currency and we will use the offering price, rather than the
higher stated principal amount, for original issue discount debt
securities.
(2) The amount of debt securities we are registering under this
Registration Statement includes $5,000,000,000 of debt securities which
we included under the initial filing of this Registration Statement on
August 10, 1999, and for which we previously paid a filing fee of
$1,390,000
(3) Estimated solely for the purpose of determining the registration fee.
(4) Pursuant to Rule 429 under the Securities Act of 1933, this
Registration Statement contains a combined prospectus that also relates
to Registration Statement No. 333-71361, which we previously filed on
Form S-3 and which the SEC declared effective on February 11, 1999. We
are carrying forward $2,113,000,000 aggregate principal amount of Debt
Securities from Registration Statement No. 333-71361, for which we
previously paid a filing fee of $587,414.
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We hereby amend this Registration Statement on any date necessary to
delay its effective date until we file an amendment which specifically states
that this Registration Statement shall become effective after the filing of that
amendment in accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective as determined by the SEC,
acting pursuant to Section 8(a) of the Securities Act of 1933.
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Pursuant to Rule 429 under the Securities Act of 1933, this
Registration Statement contains a combined prospectus that also relates to
Registration Statement No. 333-71361, which we previously filed on Form S-3 and
which the SEC declared effective on February 11, 1999. This Registration
Statement constitutes Post-Effective Amendment No. 1 to Registration Statement
No. 333-71361, 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.
<PAGE>
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 SEPTEMBER 10, 1999
PROSPECTUS
The CIT Group, Inc.
Debt Securities
We may issue up to an aggregate of $17,113,000,000 of debt securities
in one or more series with the same or different terms.
When we offer specific debt securities, we will disclose the terms of
those debt securities in a prospectus supplement that accompanies this
prospectus. The prospectus supplement may also add, update and modify
information contained or incorporated in this prospectus. Before you make your
investment decision, we urge you to carefully read this prospectus and the
prospectus supplement describing the specific terms of any offering, together
with additional information described under the heading "Where You Can Find More
Information."
These debt securities may be either senior or senior subordinated in
priority of payment and will be direct unsecured obligations.
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 the debt securities that
we offer.
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>
WHERE YOU CAN FIND MORE 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 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.
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 older 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, 1998;
2. Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999; and
3. Our Current Reports on Form 8-K dated January 28, 1999, February 22,
1999, March 8, 1999, March 22, 1999, April 27, 1999, May 10, 1999, May 17, 1999,
June 14, 1999, July 30, 1999, August 5, 1999, August 6, 1999, and August 18,
1999.
Until we have sold all of the debt securities which we are offering for
sale under this prospectus, we will also incorporate by reference all documents
which we may file in the future pursuant to Section 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934.
We will provide without charge to each person who receives a
prospectus, including any beneficial owner, a copy of the information that has
been incorporated by reference in 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.
THE CIT GROUP, INC.
CIT is a leading diversified finance organization. We offer 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. We commenced operations in 1908 and have developed a broad
array of "franchise" businesses that focus on specific industries, asset types
and markets, which are balanced by client, industry, and geographic
diversification. Our principal executive offices are located at 1211 Avenue of
the Americas, New York, New York 10036 and our telephone number is (212)
536-1390.
The Dai-Ichi Kangyo Bank, Limited holds 43.9% of the voting power and
economic interest of our outstanding common stock.
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Our business focus is commercial and consumer finance. We offer a broad
array of products to our customers, including loans and leases. We operate
through three business segments:
o Equipment Financing and Leasing
o Commercial Finance
o Consumer
Each segment conducts its operations through strategic business units
which market its products and services to satisfy the financing needs of
specific customers, industries, and markets.
Commercial Segments
Our commercial operations 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 our 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
We conduct our Equipment Financing and Leasing operations through two
strategic business units:
o The CIT Group/Equipment Financing offers secured equipment
financing and leasing and focuses on the broad distribution of its
products through manufacturers, dealers/distributors,
intermediaries, and direct calling efforts primarily with the
construction, transportation, and machine tool industries.
o The CIT Group/Capital Finance offers secured equipment financing
and leasing and focuses on the direct marketing of customized
transactions, particularly operating leases, relating primarily to
commercial aircraft and rail equipment.
Equipment Financing and Capital Finance personnel have extensive
expertise in managing equipment over its full life cycle, including purchases of
new equipment, maintenance and repairs, residual value estimation, and
remarketing via releasing or sale. Equipment Financing's and Capital Finance's
equipment and industry expertise enable them to evaluate effectively residual
value risk. For example, Capital Finance can repossess commercial aircraft, if
necessary, obtain any required maintenance and repairs for repossessed aircraft,
and recertify repossessed aircraft with appropriate authorities. We manage the
equipment, residual value, and the risk of equipment remaining idle for extended
periods of time or in amounts that could materially impact profitability by
locating alternative equipment users or purchasers.
Equipment Financing
Equipment Financing is the largest of our strategic business units with
total financing and leasing assets of $9.6 billion
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at June 30, 1999, representing 38.0% of our 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 June 30, 1999, 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 June 30,
1999 included many different types of equipment, including construction,
transportation, manufacturing equipment and business aircraft.
Equipment Financing originates business through direct calling on
customers and through relationships with manufacturers, dealers/distributors,
and intermediaries which 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 $4.6 billion at
June 30, 1999, which represented 18.0% of our total financing and leasing
assets. Capital Finance specializes in customized leasing and secured financing,
including operating leases, single investor leases, equity portions of leveraged
leases, sale and leaseback arrangements, as well as loans secured by equipment
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. This provides Capital Finance with access to technical
information, which 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:
o formed a dedicated rail equipment group in 1994;
o currently maintains relationships with several leading railcar
manufacturers; and
o has a significant direct calling effort on all railroads and rail
shipping 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:
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o covered hopper cars used to ship grain and agricultural products,
plastic pellets and cement;
o gondola cars for coal, steel coil and mill service;
o open hopper cars for coal and aggregates;
o center beam flat cars for lumber; and
o boxcars for paper and auto parts.
Capital Finance also has a fleet of locomotives on lease to U.S. railroads.
Capital Finance generates new business through:
o direct calling efforts with equipment end-users and borrowers,
including major airlines, railroads, and shippers;
o relationships with aerospace, railcar, and other manufacturers; and
o intermediaries and other referral sources.
Commercial Finance
At June 30, 1999, the financing and leasing assets of our Commercial
Finance segment totaled $6.0 billion, representing 23.7% of total financing and
leasing assets. We conduct our Commercial Finance operations through three
strategic business units, all of which focus on accounts receivable and
inventories as the primary source of security for their lending transactions.
o The CIT Group/Commercial Services, which provides secured
financing as well as factoring and receivable/collection
management products to companies in apparel, textile, furniture,
home furnishings, and other industries.
o The CIT Group/Business Credit, which provides secured financing
primarily to middle-market to larger-sized borrowers.
o The CIT Group/Credit Finance, which provides secured financing
primarily to smaller-sized to middle-market borrowers.
Business Credit
Financing and leasing assets of Business Credit totaled $1.7 billion at
June 30, 1999 and represented 6.6% of our 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. Clients use these loans primarily for growth, expansion,
acquisitions, refinancings, and debtor-in-possession and turnaround financings.
Business Credit sells and purchases participation interests in these 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
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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 Credit originates business 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 $1.1 billion at
June 30, 1999 and represented 4.3% of our 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. These 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 these loans to other lenders and purchases
participation interests in similar 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.
Credit Finance originates business through the sales and regional
offices as well as 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
Commercial Services had total financing and leasing assets of $3.2
billion at June 30, 1999, which represented 12.7% of our total financing and
leasing assets. Commercial Services offers a full range of domestic and
international customized credit protection, lending, and outsourcing services
that include working capital and term loans, factoring, receivable management
outsourcing, bulk purchases of accounts receivable, import and export financing,
and letter of credit programs.
Commercial Services provides financing to clients through the purchase
of accounts receivables owed to clients by their customers 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." A
factoring client who sells a receivable pays a factoring fee which is
commensurate with the underlying degree of credit risk and recourse. This
factoring fee is 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 Services also may advance
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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 those advances (in addition to any factoring fees) and
satisfying any 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 charge-offs, 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
sources.
Consumer
Our consumer business is focused primarily on home equity lending and
on retail sales financing secured by recreation vehicles, manufactured housing
and recreational boats. The CIT Group/Consumer Finance business unit offers home
equity loans. The CIT Group/Sales Financing business unit offers sale financing
for consumer products sold through dealers. Sales Financing also provides
contract servicing for securitization trusts and other third parties through a
centralized Asset Service Center. 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
The financing and leasing assets of Consumer Finance aggregated $2.4
billion at June 30, 1999 and represented 9.6% of our total financing and
leasing assets. The managed assets of Consumer Finance were $2.9 billion at
June 30, 1999, or 10.3% 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. Consumer Finance primarily
originates, purchases, and sells loans secured by first or second liens on
detached, single family residential properties. Customers borrow 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 primarily originates loans through
brokers, as well as on a direct marketing basis and through correspondents.
We believe that the network of Consumer Finance offices, located in
most major U.S. markets, enables us 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. Rapid turnaround time is critical to
brokers with whom Consumer Finance has business relationships.
Sales Financing
The financing and leasing assets of Sales Financing aggregated $2.6
billion at June 30, 1999 and represented 10.3% of our total financing and
leasing assets. The managed assets of Sales Financing were
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$5.2 billion at June 30, 1999, or 18.4% of total managed assets. Sales
Financing provides nationwide retail financing for the purchase of new and used
recreation vehicles, manufactured housing, and recreational boats. Sales
Financing began providing wholesale inventory financing to manufactured housing
and recreational boat dealers utilizing its dealer and manufacturer
relationships in 1997 and to recreation vehicle dealers in 1998. Sales Financing
originates loans predominately through recreation vehicle, manufactured housing,
and recreational boat dealer, manufacturer, and broker relationships.
Servicing
The Asset Service Center centrally services and collects substantially
all of our 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 June 30, 1999, the consumer finance
servicing portfolio included $.8 billion of finance receivables serviced for
third parties.
Securitization Program
We generally fund our operations through offerings of commercial paper
and medium-term and longer term notes in the capital markets. In an effort to
broaden funding sources and to provide an additional source of liquidity, we
established a securitization program in 1992 to access periodically the public
and private asset backed securitization markets. Our securitization program
currently includes consumer loans secured by recreation vehicles, recreational
boats, and residential real estate. We have sold $5.2 billion of finance
receivables since we began the asset backed securitization program, and the
remaining pool balance at June 30, 1999 was $3.1 billion, or 10.9% of our total
managed assets.
Under a typical asset backed securitization, we sell a "pool" of
secured loans to a special purpose entity. The special purpose entity, in turn,
issues certificates and/or notes which are collateralized by the loan pool and
which entitle the holders thereof to participate in certain loan pool cash
flows. We retain the servicing of the securitized loans, for which we earn a
servicing fee. We also participate in certain "residual" loan pool cash flows
(cash flows after payment of principal and interest to certificate and/or note
holders and after losses). At the date of securitization, we estimate the
"residual" cash flows to be received over the life of the securitization, record
the present value of these cash flows as an interest-only receivable (a retained
interest in the securitization), and recognize a gain. The interest-only
receivable is then amortized through earnings over the estimated life of the
related loan pool.
In estimating residual cash flows and the value of the related
interest-only receivables, we make a variety of financial assumptions, including
loan pool credit losses, prepayment speeds, and discount rates. These
assumptions are empirically supported by both our historical experience and
anticipated trends relative to the particular products securitized. After
recording the interest-only receivables, we regularly review these assets to
determine if the valuations are impaired. These reviews are performed on a
disaggregated basis. We
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calculate fair values of interest-only receivables by using current and
anticipated credit losses, prepayment speeds, and discount rates, which we then
compare to our carrying values. Our interest-only receivables had a carrying
value at June 30, 1999 of $187.5 million, which approximated fair value.
Equity Investments
The CIT Group/Equity Investments, our capital investing unit,
originates and participates in merger and acquisition transactions, purchases
private equity and equity-related securities, and arranges 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 $91.7 million at June 30,
1999.
Competition
Our markets are highly competitive and are characterized by competitive
factors that vary based upon product and geographic region. Competitors include
captive and independent finance companies, commercial banks and thrift
institutions, industrial banks, leasing companies, manufacturers, and vendors.
Insurance companies and bank holding companies have formed substantial national
financial services networks that compete with us. On a local level, community
banks, smaller independent finance companies, and mortgage companies are
competitive forces. Some competitors have substantial local market positions.
Many of our competitors are large companies that have substantial capital,
technological, and marketing resources. Some of these competitors are larger
than us and may have access to capital at a lower cost than we do. Also, our
competitors include businesses that are not related to bank holding companies.
These competitors may engage in activities such as short-term equipment rental
and servicing, which are not permitted activities for us. Competition has been
enhanced in recent years by a strong economy and growing marketplace liquidity.
The markets for most of our products are characterized by a large number of
competitors. However, with respect to some of our products, competition is more
concentrated.
We compete primarily on the basis of pricing, terms, and structure.
From time to time, our competitors seek to compete aggressively on the basis of
these factors, and we may lose market share to the extent we are unwilling to
match competitor pricing and terms in order to maintain interest margins and/or
credit standards.
Other primary competitive factors include industry experience and
client service and relationships. In addition, demand for our products with
respect to certain industries, such as the commercial airline industry, will be
affected by demand for that industry's services and products and by industry
regulations.
Regulation
The Dai-Ichi Kangyo Bank, Limited, or "DKB," is a bank holding company
within the meaning of the Bank Holding Company Act of 1956. DKB is registered as
a bank holding company with the Federal Reserve. Since DKB owns 43.9% of our
common stock, we are subject to certain provisions of the Bank Holding Company
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Act and are subject to examination by the Federal Reserve. In general, the Bank
Holding Company 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." Our current
principal business activities constitute permissible activities for a nonbank
subsidiary of a bank holding company. We cannot engage in new activities or
acquire securities or assets of another company unless:
o the new activity or the activity of the other company is one that
the Federal Reserve has determined to be closely related to banking;
and
o we have obtained the approval of the Federal Reserve to engage in
that activity or to acquire the securities or assets of the other
company.
To obtain the Federal Reserve's approval, we or DKB must submit an
application to the Federal Reserve that provides information both about the
proposed activity or acquisition and about the financial condition and
operations of DKB and CIT.
In addition to the Bank Holding Company Act, Japanese banking laws and
regulations also affect our permissible activities because of DKB's ownership of
our common stock.
We have entered into a regulatory agreement with DKB in order to
facilitate DKB's compliance with applicable U.S. and Japanese banking laws and
regulations. This regulatory agreement prohibits us from engaging in any new
activity or entering into any transaction for which prior approval, notice, or
filing is required under these laws and regulations, unless we or DKB obtains
the required approval, we or DKB gives prior notice, or we or DKB makes the
required filings. This regulatory agreement also prohibits us from engaging in
any activity that would cause DKB, CIT or any affiliate of DKB or CIT to violate
any of these laws or regulations. If, at any time, DKB determines that any of
our activities are prohibited by these laws and regulations, we are required to
take all reasonable steps to cease those activities.
Two of our subsidiaries are investment companies organized under
Article XII of the New York Banking Law. New York's banking laws govern the
activities of these subsidiaries and state banking regulators examine these
subsidiaries. New York's banking laws also require that any person or entity
seeking to purchase "control" of us would be required to apply for and obtain
the prior approval of the New York Superintendent of Banks. "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 our voting stock.
Our operations 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. Among other things, these laws, regulations, and
decisions:
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o regulate credit granting activities;
o establish maximum interest rates, finance charges, and other
charges;
o regulate customers' insurance coverages;
o require disclosures to customers;
o govern secured transactions; and
o set collection, foreclosure, repossession, and claims handling
procedures and other trade practices.
Our 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 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 and circumstances
involved, violations of these state laws, policies, and principles may limit our
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 us 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 federal preemption. Loans may also be subject to other federal
laws, including:
o the Federal Truth-in-Lending Act and the related Federal Reserve
Regulation Z, which require certain disclosures to borrowers and
other parties regarding loan terms and regulate certain practices
with respect to those loans;
o the Real Estate Settlement Procedures Act and the related Housing
and Urban Development Regulation X, which require certain
disclosures to borrowers and other parties regarding certain loan
terms and regulate certain practices with respect to these loans;
o the Equal Credit Opportunity Act and the related Federal Reserve
Regulation B, 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;
o the Fair Credit Reporting Act, which regulates the use and reporting
of information related to a borrower's credit experience; and
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o 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 federal laws may limit our
ability 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 us to
damages and administrative sanctions.
This federal and state regulation is primarily for the benefit and
protection of our customers and not for the benefit of investors. This
regulation could limit our discretion in operating our 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 we charge will not rise to state maximum
levels, any of which could adversely affect our business or results of
operations. The Federal Reserve has the authority to restrict our ability to
engage in new activities or to acquire additional businesses or to acquire
assets outside of the normal course of business.
SUMMARY OF FINANCIAL INFORMATION
The following is a summary of certain financial information of CIT and
its subsidiaries. The data for the years ended December 31, 1998, 1997 and 1996
were obtained from CIT's audited consolidated financial statements contained in
CIT's 1998 Annual Report on Form 10-K. The data for the years ended December 31,
1995 and 1994 were obtained from audited consolidated statements of CIT that are
not incorporated by reference in this prospectus. The data for the six months
ended June 30, 1999 and 1998 were obtained from CIT's unaudited condensed
consolidated financial statements contained in CIT's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999. This summary should be read in
conjunction with the financial information of CIT included in the reports
referred to under "Where You Can Find More Information." Results for the six
month period ended June 30, 1999 are not necessarily indicative of operating
results that may be expected for a full year.
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<TABLE>
<CAPTION>
Six Months Ended
June 30, Years Ended December 31,
----------------- ----------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
(Dollar amounts in Millions)
<S> <C> <C> <C> <C> <C> <C> <C>
Finance income $1,095.9 $970.8 $2,015.1 $1,824.7 $1,646.2 $1,529.2 $1,263.8
Interest expense 554.1 502.4 1,040.8 937.2 848.3 831.5 614.0
-------- ------ -------- -------- -------- -------- --------
Net finance income 541.8 468.4 974.3 887.5 797.9 697.7 649.8
Fees and other income 139.5 127.1 255.4 247.8 244.1 184.7 174.4
Gain on Sale of Equity interest
acquired in loan workout -- -- -- 58.0 -- -- --
-------- ------ -------- -------- -------- -------- --------
Operating revenue 681.3 595.5 1,229.7 1,193.3 1,042.0 882.4 824.2
-------- ------ -------- -------- -------- -------- --------
Salaries and employee benefits 133.3 121.8 245.4 253.5 223.0 193.4 185.8
General operating expenses 88.7 83.9 172.4 174.9 170.1 152.3 152.1
-------- ------ -------- -------- -------- -------- --------
Salaries and general operating
expenses 222.0 205.7 417.8 428.4 393.1 345.7 337.9
Provision for credit losses 45.7 44.4 99.4 113.7 111.4 91.9 96.9
Depreciation on operating lease
equipment 115.3 78.7 169.5 146.8 121.7 79.7 64.4
Minority interest in subsidiary
trust holding solely debentures
of the company 9.6 9.6 19.2 16.3 -- -- --
-------- ------ -------- -------- -------- -------- --------
Operating Expenses 392.6 338.4 705.9 705.2 626.2 517.3 499.2
-------- ------ -------- -------- -------- -------- --------
Income before provision for
income taxes 288.7 257.1 523.8 488.1 415.8 365.1 325.0
Provision for income taxes 100.5 91.7 185.0 178.0 155.7 139.8 123.9
-------- ------ -------- -------- -------- -------- --------
Net income $188.2 $165.4 $338.8 $ 310.1 $ 260.1 $ 225.3 $ 201.1
======== ====== ======== ======== ======== ======== ========
</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>
Six Months Ended
June 30, Years Ended December 31,
1999 1998 1998 1997 1996 1995 1994
----------------- ------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratios of Earnings to Fixed
Charges 1.51x 1.50x 1.49x 1.51x 1.49x 1.44x 1.52x
</TABLE>
We have computed the ratios of earnings to fixed charges in accordance
with requirements of the SEC'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 a subsidiary trust
holding solely debentures of CIT, and the portion of rentals considered to
represent an appropriate interest factor.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus and any supplements are
"forward-looking," in that they do not discuss historical fact but instead note
future expectations, projections, intentions, or other items relating to the
future. These forward-looking statements include those made in documents
incorporated in this prospectus by reference.
Forward-looking statements are subject to known and unknown risks,
uncertainties, and other factors that may cause our actual results or
performance to differ materially from those contemplated by the forward-looking
statements. Many of those factors are noted in conjunction with the
forward-looking statements in the text. Other important factors that could cause
actual results to differ include:
o The results of our efforts to implement our business strategy.
Failure to fully implement our business strategy might result in
decreased market penetration, adverse effects on results of
operations, and other adverse results.
o The effect of economic conditions and the performance of our
borrowers. Economic conditions in general or in particular market
segments could impact the ability of our borrowers to operate or
expand their businesses, which might result in decreased
performance or repayment of their obligations or reduced demand
for additional financing needs.
o Actions of our competitors and our ability to respond to those
actions. We seek to remain competitive without sacrificing prudent
lending standards. Doing business under those standards becomes
more difficult, however, when competitors offer financing with
less stringent criteria. We seek to maintain credit quality at the
risk of growth in assets, if necessary.
o The cost of our capital. That cost depends on many factors, some
of which are beyond our control, such as our portfolio quality,
ratings, prospects, and outlook.
o Changes in government regulations, tax rates, and similar
matters. For example, government regulations could significantly
increase the cost of doing business or could eliminate certain tax
advantages of some of our financing products.
o Necessary technological changes, including those addressing "Year
2000" data systems issues, may be more difficult, expensive or
time consuming than anticipated.
o Costs or difficulties related to integration of acquisitions.
o Other risks detailed in our other SEC reports or filings.
We do not intend to update forward-looking information to reflect
actual results or changes in assumptions or other factors that could affect
those statements. We cannot predict your risk in relying on forward-looking
statements in light of the
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many factors that could affect their accuracy.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of any debt securities
to provide additional working funds for us and our subsidiaries. Initially, we
will use the proceeds to reduce short-term borrowings (currently represented by
commercial paper). Generally, we use the proceeds of our short-term borrowings
primarily to originate and purchase receivables in the ordinary course of our
business. We have not yet determined the amounts which we may use in connection
with our business or which we may furnish to our subsidiaries. From time to
time, we may also use the proceeds to finance the bulk purchase of receivables
and/or the acquisition of other finance-related businesses.
DESCRIPTION OF DEBT SECURITIES
General
Any debt securities that we issue will be issued in fully registered
form. This prospectus and the prospectus supplement will describe the terms of
the debt securities.
The debt securities that we issue will constitute either Superior
Indebtedness or Senior Subordinated Indebtedness. From time to time, we may
issue senior debt securities (the "Senior Securities") in one or more separate
series of debt securities. We will issue each series of Senior Securities under
separate indentures, each substantially in the form of a global indenture (each
of these indentures or supplemental indentures is referred to as a "Senior
Indenture" and collectively as the "Senior Indentures"). We will enter into each
Senior Indenture with a banking institution organized under the laws of the
United States or one of the states thereof (a "Senior Trustee").
From time to time, we may also issue senior subordinated debt
securities (the "Senior Subordinated Securities") as one or more separate series
of debt securities. We will issue each series of Senior Subordinated Securities
under one or more separate indentures, each substantially in the form of a
global indenture (each of these indentures and supplemental indentures is
referred to as a "Senior Subordinated Indenture" and collectively as the "Senior
Subordinated Indentures"). We will enter into each Senior Subordinated Indenture
with a banking institution organized under the laws of the United States or one
of the states thereof (a "Senior Subordinated Trustee").
From time to time, we may issue Senior Subordinated Securities which
are 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.
We sometimes refer to the Senior Indentures and the Senior Subordinated
Indentures as the "Indentures," and the Senior Trustees and the Senior
Subordinated Trustees as the "Trustees."
Our Indentures. We have filed a form of global Senior Indenture and a
form of global Senior Subordinated Indenture as exhibits to the registration
statement of which this prospectus is a part. You should refer to particular
provisions of an Indenture for its defined terms. In order to understand our
disclosure concerning the Indentures, you should refer to the detailed
provisions of each Indenture.
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Limitations on Indebtedness. The terms of the Senior Indentures do not
limit the amount of debt securities or other unsecured Superior Indebtedness
which we may issue. The terms of the Senior Indentures also do not limit the
amount of subordinated debt, secured or unsecured, which we may issue. The terms
of some of the Senior Subordinated Indentures may limit the amount of debt
securities or other unsecured Senior Subordinated Indebtedness which we may
issue or limit the amount of Junior Subordinated Indebtedness which we may
issue. For a description of these limitations, see "Description of Debt
Securities--Restrictive Provisions" at page 18. At June 30, 1999,
approximately $200 million of Senior Subordinated Indebtedness was issued and
outstanding. At June 30, 1999, under the most restrictive provisions of the
Senior Subordinated Indentures, we could issue up to approximately $2.6
billion of additional Senior Subordinated Indebtedness.
Separate Series. We may issue the debt securities in one or more
separate series of Senior Securities or Senior Subordinated Securities. Debt
securities in a particular series may have different maturities or different
purchase prices.
Original Issue Discount. Debt securities bearing no interest or a below
market interest rate when issued are known as original issue discount
securities. We will offer any original issue discount securities which we issue
at a discount (which may be substantial) below their stated principal amount.
You should refer to the prospectus supplement for a description of federal
income tax consequences and other special considerations applicable to original
issue discount securities.
Particular Terms of Offered Debt Securities. You should refer to the
prospectus supplement for a description of the particular terms of any debt
securities that we offer for sale. The following are some of the terms of these
debt securities that we will describe in the prospectus supplement:
o designation, total principal amount and authorized denominations;
o percentage of principal amount at which debt securities will be
issued;
o maturity date or dates;
o interest rate or rates (which may be fixed or variable) per
annum, the method of determining the interest rate or rates, and
any original issue discount;
o payment dates for interest and principal and the provisions for
accrual of interest;
o provisions for any sinking, purchase, or other comparable fund;
o any redemption terms;
o designation of the place where registered holders of debt
securities may be paid, or may transfer or redeem debt securities;
o designation of any foreign currency (including composite
currencies) in which the debt securities may be issued or paid and
any terms under which a
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<PAGE>
holder of debt securities may elect to be paid in a different
currency than the currency of the debt securities;
o any index which may be used to determine the amounts of principal,
interest, or any other payment due on the debt securities; and
o designation of the debt securities as Senior Securities or Senior
Subordinated Securities.
Payment. We will make all payments due on debt securities, less any
applicable withholding taxes, at the office of CIT or its agent maintained for
this purpose in New York, New York. However, at our option, we may pay interest,
less any applicable withholding taxes, by mailing a check to the address of the
person entitled to the interest as their name and address appear on our
register. (See Section 2.04 of the Indentures).
Transfer of Debt Securities. A registered holder of debt securities, or
a properly authorized attorney of the holder, may transfer these debt securities
at our office or our agent's office. The prospectus supplement will describe the
location of these offices. We will not charge the holder a fee for any transfer
or exchange of debt securities. But we may require the holder to pay a sum
sufficient to cover any tax or other governmental charge in connection with a
transfer or exchange. (See Section 2.06 of the Indentures).
Certain Defined Terms.
"Indebtedness" 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 on a balance sheet and in any
event includes all debt and other similar monetary obligations, whether direct
or guaranteed.
"Superior Indebtedness" means all of our Indebtedness that is not by
its terms subordinate or junior to any of our other indebtedness. The Senior
Securities will constitute Superior Indebtedness.
"Senior Subordinated Indebtedness" means all of our Indebtedness that
is subordinate only to Superior Indebtedness. The Senior Subordinated
Securities will constitute Senior Subordinated Indebtedness.
"Junior Subordinated Indebtedness" means all Indebtedness of CIT that
is subordinate to both Superior Indebtedness and Senior Subordinated
Indebtedness.
Senior Securities
The Senior Securities will be direct, unsecured obligations of CIT.
Senior Securities will constitute Superior Indebtedness issued with equal
priority to the other Superior Indebtedness. At June 30, 1999, CIT's
consolidated unaudited balance sheet reflected approximately $14.0 billion of
outstanding Superior Indebtedness.
The Senior Securities will be senior to all Senior Subordinated
Indebtedness, including the Senior Subordinated Securities. At June 30, 1999,
CIT's consolidated balance sheet reflected $200 million outstanding Senior
Subordinated Indebtedness and no outstanding Junior Subordinated Indebtedness.
17
<PAGE>
Senior Subordinated Securities
The Senior Subordinated Securities will be direct, unsecured
obligations of CIT. CIT will pay principal, premium, if any, and interest on the
Senior Subordinated Securities only after the prior payment in full of all
Superior Indebtedness of CIT, including the Senior Securities.
In the event of any insolvency, bankruptcy, or similar proceedings, the
holders of Superior Indebtedness will be paid in full before any payment is made
on the Senior Subordinated Securities. An event of default under or acceleration
of Superior Indebtedness does not in itself trigger the payment subordination
provisions applicable to Senior Subordinated Securities. However, if the Senior
Subordinated Securities are declared due and payable before maturity due to a
default, the holders of the Senior Subordinated Securities will be entitled to
payment only after Superior Indebtedness is paid in full.
Due to these subordination provisions, if we become insolvent, the
holders of Superior Indebtedness may recover a higher percentage of their
investment than the holders of the Senior Subordinated Securities. We intend
that any Senior Subordinated Securities will be in all respects equal in right
of payment with the other Senior Subordinated Indebtedness, including CIT's
outstanding Senior Subordinated Securities. We also intend that all Senior
Subordinated Securities will be superior in right of payment to all Junior
Subordinated Indebtedness and to all outstanding capital stock.
Senior Subordinated Securities of certain series may meet the
requirements necessary for that 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 we propose to issue Senior
Subordinated Securities which will qualify as Tier II Capital, then we will
disclose this in the prospectus supplement.
Restrictive Provisions
Negative Pledge. Generally, the Indentures do not limit the amount of
other securities which we or our subsidiaries may issue. But each Indenture
contains a provision that we will not pledge or otherwise subject to any lien
any of our property or assets to secure indebtedness for money borrowed,
incurred, issued, assumed, or guaranteed by us, subject to certain exceptions
(the "Negative Pledge"). (See Section 6.04 of the Indentures).
Under the terms of the Negative Pledge, we are permitted to create the
following liens:
o liens in favor of any of our subsidiaries;
o purchase money liens;
o liens existing at the time of any acquisition that we may make;
o liens in favor of the United States, any state, or governmental
agency or department to secure obligations under contracts or
statutes;
o liens securing the performance of letters of credit, bids,
tenders, sales contracts, purchase agreements, repurchase
agreements, reverse repurchase
18
<PAGE>
agreements, bankers' acceptances, leases, surety and performance
bonds, and other similar obligations incurred in the ordinary
course of business;
o liens upon any real property acquired or constructed by us
primarily for use in the conduct of our business;
o arrangements providing for our leasing of assets, which we have
sold or transferred with the intention that we will lease back
these assets, if the lease obligations would not be included as
liabilities on our consolidated balance sheet;
o liens to secure non-recourse debt in connection with our leveraged
or single-investor or other lease transactions;
o consensual liens created in our ordinary course of business that
secure indebtedness that would not be included in total
liabilities as shown on our consolidated balance sheet;
o liens created by us in connection with any transaction that we
intend to be a sale of our property or assets;
o liens on property or assets financed through tax-exempt municipal
obligations;
o liens arising out of any extension, renewal, or replacement, in
whole or in part, of any financing permitted under the Negative
Pledge, so long as the lien extends only to the property or
assets, with improvements, which originally secured the lien; and
o liens that secure certain other indebtedness which, in an
aggregate principal amount then outstanding, does not exceed 10%
of our consolidated net worth.
See Section 6.04 of the Indentures for the provisions of the Negative Pledge.
In addition, in the Senior Subordinated Indentures, we have agreed not
to permit:
o 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 our consolidated surplus
(including retained earnings); or
o 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 our consolidated surplus (including retained earnings).
(See Senior Subordinated Indenture Section 6.05). Under the more restrictive of
these tests, as of June 30, 1999, we could issue up to approximately $2.6
billion of additional Senior Subordinated Indebtedness.
Restrictions on Mergers and Asset Sales. Subject to the provisions of
the
19
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Negative Pledge, the Indentures will not prevent us from consolidating or
merging with any other corporation or selling our assets as, or substantially
as, an entirety. However, if we are not the surviving corporation in a merger,
the surviving corporation must expressly assume our obligations under the
Indentures. Similarly, if we were to sell our assets as, or substantially as, an
entirety to another party, the purchaser must also assume our obligations under
the Indentures. (See Senior Indenture Section 15.01, Senior Subordinated
Indenture Section 16.01). The holders of at least a majority in principal amount
of the outstanding debt securities of any series may waive compliance with the
restrictions of the Negative Pledge. This waiver of compliance will bind all of
the holders of that series of debt securities. (See Senior Indenture Section
6.06, Senior Subordinated Indenture Section 6.07).
Other than these restrictions, the Indentures contain no additional
provisions limiting our ability to enter into a highly leveraged transaction.
Modification of Indenture
Each Indenture contains provisions permitting us and the Trustee to
amend, modify, or supplement the Indenture or any supplemental indenture as to
any series of debt securities. Generally, these changes require the consent of
the holders of at least 66 2/3% of the outstanding principal amount of each
series of debt securities affected by the change.
Unanimous consent of the holders of a series of debt securities is
required for any of the following changes:
o extending the maturity of that series of debt security, reducing
the rate, extending the time of payment of interest, or reducing
any other payment due under that series of debt security;
o reducing the percentage of holders required to consent to any
amendment or modification for purposes of that series of debt
security; or
o modifying the rights, duties or immunities of the Trustee without
the consent of the Trustee.
(See Section 14.02 of the Indentures).
Computations for Outstanding Debt Securities
In computing whether the holders of the requisite principal amount of
outstanding debt securities have taken action under an Indenture,
o for an original issue discount security, we will use the amount
of the principal which would be due and payable as of that date,
as if the maturity of the debt had been accelerated due to a
default; or
o for a debt security denominated in a foreign currency or
currencies, we will use the U.S. dollar equivalent of the
outstanding principal amount as of that date, using the exchange
rate in effect on the date of original issuance of the debt
security.
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(See Section 1.02 of the Indentures).
Events of Default
Each Indenture defines an "event of default" with respect to any series
of debt securities. An event of default under an Indenture is any one of the
following events which occurs with respect to a series of debt securities:
o nonpayment for thirty days of any payment of interest when due;
o nonpayment of any payment of principal of, and premium, if any,
when due;
o nonpayment of any sinking fund installment when due;
o failure, after thirty days' appropriate notice, to perform any
other covenant in the Indenture (other than a covenant included in
the Indenture solely for the benefit of another series of debt
securities);
o certain events in bankruptcy, insolvency, or reorganization; or
o nonpayment of interest on our indebtedness, including guaranteed
indebtedness (other than indebtedness which is subordinate), or
nonpayment of any principal on any of our indebtedness, after
appropriate notice and expiration of any applicable grace period.
(See Section 7.01 of the Indentures).
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 the Trustee considers that withholding notice is in the interests
of the holders of that series of debt securities. (See Section 11.03 of the
Indentures).
Generally, each Indenture provides that upon an event of default, the
Trustee 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 that series to be due and payable. (See Section 7.02 of the
Indentures). However, with respect to any series of Senior Subordinated
Securities considered "Tier II," only certain events in bankruptcy, insolvency,
or reorganization would permit acceleration of the maturity of the indebtedness.
The prospectus supplement will indicate if the series of Senior Subordinated
Securities covered by that prospectus supplement will be "Tier II."
You should refer to the prospectus supplement for any original issue
discount securities for disclosure of the particular provisions relating to
acceleration of the maturity of indebtedness upon the occurrence of an event of
default.
Within 120 days after the close of each fiscal year, we are required to
file with each Trustee a statement, signed by specified officers, stating
whether or not the specified officers have knowledge of any default, and, if so,
specifying each default, the nature of the default and what action, if any, has
been taken to cure the default. (See Senior Indenture Section 6.05, Senior
Subordinated Indenture Section 6.06).
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<PAGE>
Except in cases of default and acceleration, the Trustee is not under
any obligation to exercise any of its rights or powers under an Indenture at the
request of holders of debt securities, unless these holders offer the Trustee a
reasonable indemnity. (See Section 11.01 of the Indentures). As long as the
Trustee has this indemnity, 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 under the
Indenture or of exercising any trust or power conferred upon the Trustee. (See
Section 7.08 of the Indentures).
Defeasance of the Indenture and Debt Securities
We may, at any time, satisfy our obligations with respect to payments
on any series of debt securities by irrevocably depositing in trust with the
Trustee cash or U.S. Government Obligations (as defined in the Indenture) or a
combination thereof sufficient to make payments on the debt securities when due.
If we make this deposit in a sufficient amount, properly verified, then we would
discharge all of our obligations with respect to that series of debt securities
and the Indenture insofar as it relates to that series of debt securities
(except as otherwise provided in the Indenture). In the event of this
defeasance, holders of that series of debt securities would be able to look only
to the trust fund for payment on that series of debt securities until the date
of maturity or redemption. Our ability to defease debt securities of any series
using this trust fund is subject to certain tax, legal, and stock exchange
requirements. (See Sections 12.01, 12.02 and 12.03 of the Indentures).
Information Concerning the Trustees
We may periodically borrow funds from any of the Trustees. We and our
subsidiaries may maintain deposit accounts and conduct other banking
transactions with any of the Trustees. A Trustee under a Senior Indenture or a
Senior Subordinated Indenture may act as trustee under any of CIT's other
indentures.
PLAN OF DISTRIBUTION
We may sell the debt securities being offered hereby:
o directly to purchasers;
o through agents;
o to dealers; or
o through an underwriter or a group of underwriters.
We may directly solicit offers to purchase debt securities. We may also
solicit offers through our agents. Unless otherwise indicated in the prospectus
supplement, any agent will be acting on a best efforts basis for the period of
its appointment (ordinarily five business days or less). Under our agreements
with agents, we may indemnify agents against certain civil liabilities,
including liabilities under the Securities Act of 1933.
We may also sell debt securities through a dealer as principal. The
dealer may then resell the debt securities to the public at varying prices to be
determined by the dealer at the time of resale. Under our agreements with
dealers, we may indemnify dealers against certain civil liabilities, including
liabilities under the Securities Act.
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<PAGE>
We may also use one or more underwriters to sell debt securities. Under
our agreements with underwriters, we may indemnify underwriters against certain
liabilities, including liabilities under the Securities Act. The names of the
underwriters and the terms of the debt securities will be set forth in the
prospectus supplement. When reselling debt securities to the public, the
underwriters will deliver the prospectus supplement and this prospectus to
purchasers of debt securities.
The underwriters, dealers, and agents may be deemed to be underwriters
under the Securities Act. Any discounts, commissions, or concessions that they
receive from us or any profit they make on the resale of debt securities may be
deemed to be underwriting discounts and commissions under the Securities Act. We
will disclose in the prospectus supplement any person who may be deemed to be an
underwriter and any compensation that we have paid to any underwriter. We may
have various other commercial relationships with our underwriters, dealers, and
agents.
If disclosed in the prospectus supplement, we may authorize
underwriters and agents to solicit offers by certain institutions to purchase
offered debt securities from us 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. Each contract will be for an
amount not less than, and unless we otherwise agree the aggregate principal
amount of offered debt securities sold pursuant to contracts will be not less
nor more than, the amounts stated in the prospectus supplement. We may authorize
underwriters and agents to enter into contracts with institutions including
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions, and other institutions, all
subject to our approval. Contracts will not be subject to any conditions except
that any purchase of debt securities by an institution pursuant to a contract
must be permitted under applicable laws. We will disclose in the prospectus
supplement any commission that we pay to underwriters and agents who sell debt
securities pursuant to contracts. Underwriters and agents will have no
responsibility in respect of the delivery or performance of contracts.
The place and time of delivery for the debt securities will be set
forth in the prospectus supplement.
EXPERTS
Our consolidated balance sheets as of December 31, 1998 and 1997 and
the related consolidated statements of income, changes in stockholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
1998 have 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
KPMG LLP as experts in accounting and auditing.
LEGAL OPINIONS
Our counsel, Schulte Roth & Zabel LLP, New York, New York is passing
for us on the validity of the debt securities to which this prospectus relates.
Paul N. Roth, a founding a partner of Schulte Roth & Zabel LLP, is one of our
directors.
23
<PAGE>
You should rely only on the information contained or incorporated by reference
in this prospectus. We have authorized no one to provide you with different
information.
We are not making an offer of these securities in any location where the offer
is not permitted.
You should not assume that the information in this prospectus, including
information incorporated by reference, is accurate as of any date other than the
date on the front of the prospectus.
TABLE OF CONTENTS
Page
Where You Can Find More Information 2
The CIT Group, Inc. 2
Summary of Financial Information 12
Special Note Regarding Forward-Looking Statements 14
Use of Proceeds 15
Description of Debt Securities 15
Plan of Distribution 22
Experts 23
Legal Opinions 23
<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 $4,170,000
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 12,500
-----------
Total $6,014,000
===========
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
II-1
<PAGE>
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.
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.
f1.1 -- Form of Underwriting Agreement.
d1.2 -- Form of Selling Agency Agreement.
a4.1a -- Proposed form of Debt Securities (Note).
II-2
<PAGE>
a4.1b -- Proposed form of Debt Securities (Debenture).
a4.1c -- Proposed form of Debt Securities (Deep Discount Debenture).
a4.1d -- Proposed form of Debt Securities (Zero Coupon Debenture).
a4.1e -- Proposed form of Debt Securities (Extendible Note).
b4.1f -- Proposed form of Debt Securities (Floating Rate Renewable Note).
b4.1g -- Proposed form of Debt Securities (Floating Rate Note).
c4.1h -- Proposed form of Debt Securities (Medium-Term Senior Fixed Rate
Note).
c4.1i -- Proposed form of Debt Securities (Medium-Term Senior Floating
Rate Note).
c4.1j -- Proposed form of Debt Securities (Medium-Term Senior
Subordinated Fixed Rate Note).
c4.1k -- Proposed form of Debt Securities (Medium-Term Senior
Subordinated Floating Rate Note).
e4.2a -- Form of Global Indenture between the Registrant and each Senior
Trustee.
e4.2b -- Form of Global Indenture between the Registrant and each Senior
Subordinated Trustee.
e4.2c -- Standard Multiple-Series Indenture Provisions dated as of
September 24, 1998.
g5 -- Opinion of Schulte Roth & Zabel LLP in respect of the legality
of the Debt Securities registered hereunder, containing the
consent of such counsel.
g12 -- Computation of Ratios of Earnings to Fixed Charges.
g23.1 -- Consent of KPMG LLP.
g23.2 -- Consent of Counsel. The consent of Schulte Roth & Zabel LLP
is included in its opinion filed herewith as Exhibit 5 to this
Registration Statement.
g24.1 -- Powers of Attorney.
g24.2 -- Board Resolutions.
g25.1 -- Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of The Bank of New York.
g25.2 -- Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of The First National Bank of Chicago.
II-3
<PAGE>
h25.3 -- 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 the Registrant's Current Report on Form
8-K dated July 21, 1992.
d Incorporated by reference to Registration Statement No. 33-58418 on
Form S-3 filed February 16, 1993.
e Incorporated by reference to Registration Statement No. 333-63793 on
Form S-3 filed September 18, 1998.
f Incorporated by reference to Registration Statement No. 333-71361 on
Form S-3 filed February 11, 1999.
g 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
II-4
<PAGE>
or any material change to such information in the
registration statement;
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
II-5
<PAGE>
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-6
<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 New York and State of New York, on the 10th day
of September, 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
ANTHEA DISNEY*
-------------
Anthea Disney
Director
/s/ ERNEST D. STEIN September 10, 1999
--------------- ------------------
Takasuke Kaneko Ernest D. Stein
Director Attorney-in-fact
HISAO KOBAYASHI*
---------------
Hisao Kobayashi
Director
WILLIAM M. O'GRADY*
------------------
William M. O'Grady
Director
II-7
<PAGE>
JOSEPH A. POLLICINO*
-------------------
Joseph A. Pollicino
Director
PAUL N. ROTH*
------------
Paul N. Roth
Director
PETER J. TOBIN*
--------------
Peter J. Tobin
Director
TOHRU TONOIKE*
-------------
Tohru Tonoike
Director
KEIJI TORII*
-----------
Keiji Torii
Director
ALAN F. WHITE*
-------------
Alan F. White
Director
/s/ JOSEPH M. LEONE September 10, 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-8
<PAGE>
Exhibit Index
f1.1 -- Form of Underwriting Agreement.
d1.2 -- Form of Selling Agency Agreement.
a4.1a -- Proposed form of Debt Securities (Note).
a4.1b -- Proposed form of Debt Securities (Debenture).
a4.1c -- Proposed form of Debt Securities (Deep Discount Debenture).
a4.1d -- Proposed form of Debt Securities (Zero Coupon Debenture).
a4.1e -- Proposed form of Debt Securities (Extendible Note).
b4.1f -- Proposed form of Debt Securities (Floating Rate Renewable Note).
b4.1g -- Proposed form of Debt Securities (Floating Rate Note).
c4.1h -- Proposed form of Debt Securities (Medium-Term Senior Fixed Rate
Note).
c4.1i -- Proposed form of Debt Securities (Medium-Term Senior Floating
Rate Note).
c4.1j -- Proposed form of Debt Securities (Medium-Term Senior
Subordinated Fixed Rate Note).
c4.1k -- Proposed form of Debt Securities (Medium-Term Senior
Subordinated Floating Rate Note).
e4.2a -- Form of Global Indenture between the Registrant and each Senior
Trustee.
e4.2b -- Form of Global Indenture between the Registrant and each Senior
Subordinated Trustee.
e4.2c -- Standard Multiple-Series Indenture Provisions dated as of
September 24, 1998.
g5 -- Opinion of Schulte Roth & Zabel LLP in respect of the legality
of the Debt Securities registered hereunder, containing the
consent of such counsel.
g12 -- Computation of Ratios of Earnings to Fixed Charges.
g23.1 -- Consent of KPMG LLP.
g23.2 -- Consent of Counsel. The consent of Schulte Roth & Zabel LLP
is included in its opinion filed herewith as Exhibit 5 to this
Registration Statement.
g24.1 -- Powers of Attorney.
g24.2 -- Board Resolutions.
g25.1 -- Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of The Bank of New York.
g25.2 -- Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of The First National Bank of Chicago.
g25.3 -- 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 the Registrant's Current Report on Form
8-K dated July 21, 1992.
d Incorporated by reference to Registration Statement No. 33-58418 on
Form S-3 filed February 16, 1993.
e Incorporated by reference to Registration Statement No. 333-63793 on
Form S-3 filed September 18, 1998.
f Incorporated by reference to Registration Statement No. 333-71361 on
Form S-3 filed February 11, 1999.
g Filed herewith.
Exhibit 5
(212) 756-2000 [email protected]
September 10, 1999
The CIT Group, Inc.
1211 Avenue of the Americas
New York, New York 10036
Ladies and Gentlemen:
We are special counsel to The CIT Group, Inc. a Delaware corporation
(the "Corporation"), in connection with the Registration Statement on Form S-3
(the "Registration Statement") of Corporation covering $15,000,000,000 aggregate
principal amount of the Corporation's senior/senior subordinated debt securities
(the "Debt Securities"), which is being filed with the Securities and Exchange
Commission (the "Commission") on the date hereof, relating to the issuance from
and after the date hereof of up to $15,000,000,000 in aggregate principal amount
of the Debt Securities pursuant to the following indentures (each, an
"Indenture"): (i) the Indenture dated as of September 24, 1998, between the
Corporation and The First National Bank of Chicago, as Trustee, (ii) the
Indenture dated as of September 24, 1998, between the Corporation and Harris
Trust and Savings Bank, as Trustee; (iii) the Indenture dated as of September
24, 1998, between the Corporation and The Bank of New York as Trustee; and (iv)
the Indenture dated as of September 24, 1998, between the Corporation and The
Bank of New York, as Senior Subordinated Trustee.
In this capacity, we have examined a signed copy of the Registration
Statement and originals, telecopies or copies, certified or otherwise identified
to our satisfaction, of such records of the Corporation and all such agreements,
certificates of public officials, certificates of officers or representatives of
the Corporation and others, and such other documents, certificates and corporate
or other records as we have deemed necessary or appropriate as a basis for this
opinion), we have relied upon and assumed the accuracy of statements and
representations of officers and other representatives of the Corporation and
others. In our examination, we have assumed the genuiness of all signatures, the
legal capacity of natural persons signing or deliverying any instrument, the
authority of all persons signing the Registration Statement, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. We have also assumed
that each Indenture has been duly authorized, executed and delivered by the
trustee named therein and constitutes a valid and binding agreement of such
trustee.
<PAGE>
We are attorneys admitted to practice in the State of New York and the
opinion set forth below is limited to the laws of the State of New York and the
Delaware General Corporation Law. Paul N. Roth, a member of this firm, is a
director of the Corporation.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Debt
Securities have been duly authorized and, when duly executed by the Corporation
and authenticated in accordance with the terms of an Indenture and issued and
delivered in accordance with the terms of such Indenture against payment
therefor as contemplated by the Registration Statement, will constitute valid
and binding obligations of the Corporation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm appearing under the
heading "Legal Opinions" in the Registration Statement and the Prospectus which
forms a part of the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the General Rules
and Regulations of the Commission thereunder.
Very truly yours.
SCHULTE ROTH & ZABEL LLP
Exhibit 12
THE CIT GROUP, INC. AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(Dollar Amounts In Millions)
<TABLE>
<CAPTION>
Six Months Ended For the Years Ended
June 30, December 31,
---------------- --------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Net income $188.2 $165.4 $ 338.8 $ 310.1 $ 260.1 $ 225.3 $201.1
Provision for income taxes 100.5 91.7 185.0 178.0 155.7 139.8 123.9
------ ------ -------- -------- -------- -------- ------
Earnings before provision for income taxes 288.7 257.1 523.8 488.1 415.8 365.1 325.0
------ ------ -------- -------- -------- -------- ------
Fixed charges:
Interest and debt expense on indebtedness 554.1 502.4 1,040.8 937.2 848.3 831.5 614.0
Minority interest in subsidiary trust holding solely
debentures of the Company 9.6 9.6 19.2 16.3 -- -- --
Interest factor - one third of rentals on
real and personal properties 4.9 4.9 7.9 8.5 8.1 7.9 7.9
------ ------ -------- -------- -------- -------- ------
Total fixed charges 568.6 516.9 1,067.9 962.0 856.4 839.4 621.9
------ ------ -------- -------- -------- -------- ------
Total earnings before provision for income
taxes and fixed charges $857.3 $774.0 $1,591.7 $1,450.1 $1,272.2 $1,204.5 $946.9
====== ====== ======== ======== ======== ======== ======
Ratios of earnings to fixed charges 1.51x 1.50x 1.49x 1.51x 1.49x 1.44x 1.52x
===== ===== ======== ======== ======== ======== ======
</TABLE>
Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
The CIT Group, Inc.:
We consent to the use of our report dated January 28, 1999 relating to the
consolidated balance sheets of The CIT Group, Inc. and subsidiaries as of
December 31, 1998 and 1997, and the related consolidated statements of income,
changes in stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1998, incorporated by reference in this
Registration Statement on Form S-3 of The CIT Group, Inc., which report appears
in the December 31, 1998 Annual Report on Form 10-K of The CIT Group, Inc. and
to the reference to our firm under the heading "Experts" in the Registration
Statement.
KPMG LLP
Short Hills, New Jersey
September 10, 1999
Exhibit 24.1
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
$10,000,000,000 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 $10,000,000,000 (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 8th
day of September, 1999.
/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
$10,000,000,000 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 $10,000,000,000 (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 8th
day of September, 1999.
/s/ Anthea Disney
------------------------
Anthea Disney
<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
$10,000,000,000 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 $10,000,000,000 (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 8th
day of September, 1999.
/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
$10,000,000,000 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 $10,000,000,000 (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 8th
of September, 1999.
/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
$10,000,000,000 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 $10,000,000,000 (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 8th
day of September, 1999.
/s/ William M. O'Grady
------------------------
William M. O'Grady
<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
$10,000,000,000 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 $10,000,000,000 (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 8th
day of September, 1999.
/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
$10,000,000,000 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 $10,000,000,000 (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 8th
day of September, 1999.
/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
$10,000,000,000 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 $10,000,000,000 (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 8th
day of September, 1999.
/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
$10,000,000,000 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 $10,000,000,000 (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 8th
day of September, 1999.
/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
$10,000,000,000 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 $10,000,000,000 (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 8th
day of September, 1999.
/s/ Keiji Torii
------------------------
Keiji Torii
<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
$10,000,000,000 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 $10,000,000,000 (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 8th
day of September, 1999.
/s/ Alan White
------------------------
Alan 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 September 8, 1999 (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 $2.113 billion, on July 23, 1999 the Corporation
approved the registration of additional debt securities in the amount
of $5 billion, and the Corporation desires to authorize the issuance of
an additional $10 billion in debt securities in addition to the amounts
already approved and registered;
NOW, THEREFORE, BE IT:
RESOLVED, that the Corporation hereby authorizes the addition
of $10 billion to the amounts of debt securities already registered, or
approved by the Corporation to be registered in order to offer, issue
and sell from time to time up to $17.113 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 $17.113 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;
<PAGE>
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 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, and 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;
<PAGE>
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
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 9th day of September, 1999.
[SEAL] /s/Anne Beroza
---------------------
Anne Beroza
Assistant Secretary
Exhibit 25.1
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
--------------------------
The CIT Group, Inc.
(Exact name of obligor as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1211 Avenue of the Americas 10036
New York, New York (Zip code)
(Address of principal executive offices)
--------------------------
Senior/Senior Subordinated Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Name Address
- -----------------------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
1 to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 8th day of September, 1999.
THE BANK OF NEW YORK
By: \S\ MICHELE L. RUSSO
---------------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
<PAGE>
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ............ $ 5,597,807
Interest-bearing balances ..................................... 4,075,775
Securities:
Held-to-maturity securities ................................... 785,167
Available-for-sale securities ................................. 4,159,891
Federal funds sold and Securities purchased under agreements to
resell ........................................................ 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned income ........................ 38,028,772
LESS: Allowance for loan and lease losses ....................... 568,617
LESS: Allocated transfer risk reserve ........................... 16,352
Loans and leases, net of unearned income, allowance, and
reserve ....................................................... 37,443,803
Trading Assets .................................................. 1,563,671
Premises and fixed assets (including capitalized leases) ........ 683,587
Other real estate owned ......................................... 10,995
Investments in unconsolidated subsidiaries and associated
companies ..................................................... 184,661
Customers' liability to this bank on acceptances outstanding .... 812,015
Intangible assets ............................................... 1,135,572
Other assets .................................................... 5,607,019
-----------
Total assets .................................................... $64,536,926
===========
<PAGE>
LIABILITIES
Deposits:
In domestic offices ........................................... $26,488,980
Noninterest-bearing ........................................... 10,626,811
Interest-bearing .............................................. 15,862,169
In foreign offices, Edge and Agreement subsidiaries, and IBFs 20,655,414
Noninterest-bearing ........................................... 156,471
Interest-bearing .............................................. 20,498,943
Federal funds purchased and Securities sold under agreements to
repurchase .................................................... 3,729,439
Demand notes issued to the U.S. Treasury ........................ 257,860
Trading liabilities ............................................. 1,987,450
Other borrowed money:
With remaining maturity of one year or less ................... 496,235
With remaining maturity of more than one year through three
years ....................................................... 465
With remaining maturity of more than three years .............. 31,080
Bank's liability on acceptances executed and outstanding ........ 822,455
Subordinated notes and debentures ............................... 1,308,000
Other liabilities ............................................... 2,846,649
-----------
Total liabilities ............................................... 58,624,027
===========
EQUITY CAPITAL
Common stock .................................................... 1,135,284
Surplus ......................................................... 815,314
Undivided profits and capital reserves .......................... 4,001,767
Net unrealized holding gains (losses) on available-for-sale
securities .................................................... (7,956)
Cumulative foreign currency translation adjustments ............. (31,510)
Total equity capital ............................................ 5,912,899
-----------
Total liabilities and equity capital ............................ $64,536,926
===========
<PAGE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
Exhibit 25.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(B)(2)
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
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
incorporation or organization) Identification number)
1211 Avenue of the Americas 10036
New York, New York (Zip Code)
(Address of Principal Executive Offices)
Senior Debt Securities
(Title of the indenture securities)
<PAGE>
Item 1. General Information. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervision authority to
which it is subject.
Comptroller of Currency, Washington, D. C., Federal Deposit
Insurance Corporation, Washington, D. C., The Board of Governors of
the Federal Reserve System, Washington, D. C..
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
No such affiliation exists with the trustee.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility.
1. A copy of the articles of association of the trustee now in
effect.*
2. A copy of the certificates of authority of the trustee to commence
business.*
3. A copy of the authorization of the trustee to exercise corporate
trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
* Exhibit 1, 2, 3 and 4 are herein incorporated by reference to Exhibits bearing
identical numbers in Item 16 of the Form T-1 of The First National Bank of
Chicago, filed as Exhibit 25 to the Registration Statement on Form S-3 of U S
WEST Capital Funding, Inc., filed with the Securities and Exchange Commission on
May 6, 1998 (Registration No. 333-51907-01).
<PAGE>
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, The First National Bank of Chicago, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Chicago, and State of
Illinois, on the 8th day of September, 1999.
The First National Bank of Chicago,
Trustee,
By:
Steven M. Wagner
First Vice President
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
September 8, 1999
Securities and Exchange Commission
Washington, D. C. 20549
Gentlemen:
In connection with the qualification of an indenture between The CIT Group, Inc.
and The First National Bank of Chicago, as trustee, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State Authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
By: Steven M. Wagner
First Vice President
<PAGE>
EXHIBIT 7
<TABLE>
<CAPTION>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/99 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 1999
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
Schedule RC--Balance Sheet
Dollar Amounts in thousands C400
----
RCFD BIL MIL THOU
---- ------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1) 0081 3,983,167 1.a
b. Interest-bearing balances(2) 0071 3,924,307 1.b
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 12,582,363 2.b
3. Federal funds sold and securities purchased under agreements to resell 1350 7,578,668 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RCFD
----
RC-C) 2122 40,676,052 4.a
b. LESS: Allowance for loan and lease losses 3123 458,781 4.b
c. LESS: Allocated transfer risk reserve 3128 4,342 4.c
d. Loans and leases, net of unearned income, allowance, and RCFD
----
reserve (item 4.a minus 4.b and 4.c) 2125 40,212,929 4.d
5. Trading assets (from Schedule RD-D) 3545 4,484,022 5.
6. Premises and fixed assets (including capitalized leases) 2145 724,662 6.
7. Other real estate owned (from Schedule RC-M) 2150 2,270 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) 2130 207,442 8.
9. Customers' liability to this bank on acceptances outstanding 2155 300,112 9.
10. Intangible assets (from Schedule RC-M) 2143 232,947 10.
11. Other assets (from Schedule RC-F) 2160 2,513,151 11.
12. Total assets (sum of items 1 through 11) 2170 76,746,040 12.
</TABLE>
- ------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/99 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
Schedule RC-Continued
Dollar Amounts in
Thousands
---------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON
----
from Schedule RC-E, part 1) 2200 22,391,381 13.a
(1) Noninterest-bearing(1) 6631 10,239,312 13.a1
(2) Interest-bearing 6636 12,152,069 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and RCFN
----
IBFs (from Schedule RC-E, part II). 2200 23,013,949 13.b
(1) Noninterest bearing 6631 361,838 13.b1
(2) Interest-bearing 6636 22,652,111 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 6,919,979 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 362,951 15.a
b. Trading Liabilities (from Schedule RC-D) RCFD 3548 4,548,086 15.b
16. Other borrowed money: RCFD
----
a. With original maturity of one year or less 2332 9,453,587 16.a
b. With original maturity of more than one year A547 104,900 16.b
c. With original maturity of more than three years A548 343,059 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding 2920 300,112 18.
19. Subordinated notes and debentures 3200 2,750,000 19.
20. Other liabilities (from Schedule RC-G) 2930 1,361,700 20.
21. Total liabilities (sum of items 13 through 20) 2948 71,549,704 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23.
24. Common stock 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) 3839 3,245,088 25.
26. a. Undivided profits and capital reserves 3632 1,872,884 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities 8434 (121,259) 26.b
c. Accumulated net gains (losses) on cash flow hedges 4336 0 26.c
27. Cumulative foreign currency translation adjustments 3284 (1,235) 27.
28. Total equity capital (sum of items 23 through 27) 3210 5,196,336 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) 3300 76,746,040 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1 = Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external auditors as of any date during 1996
RCFD 6724
--------- Number
N/A M.1.
---------
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
Exhibit 25.3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2) ______
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Carolyn Potter, Harris Trust and Savings Bank,
311 West Monroe Street, Chicago, Illinois, 60606
312-461-2531 phone 312-461-3525 facsimile
(Name, address and telephone number for agent for service)
The CIT Group, Inc.
(Name of obligor)
Delaware 13-2994534
(State of Incorporation) (I.R.S. Employer Identification No.)
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices)
Debt Securities
(Title of indenture securities)
<PAGE>
1. GENERAL INFORMATION. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164 West
Jackson Boulevard, Chicago, Illinois; Federal Deposit Insurance
Corporation, Washington, D.C.; The Board of Governors of the Federal
Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate trust
powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in effect
which includes the authority of the trustee to commence business and to
exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in effect
and includes the authority of the Trustee to commence business and to
exercise corporate trust powers was filed in connection with the
Registration Statement of Louisville Gas and Electric Company, File No.
2-44295, and is incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of Commercial Federal Corporation, File
No. 333-20711, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 7th day of September, 1999.
HARRIS TRUST AND SAVINGS BANK
By: /s/ C. Potter
C. Potter
Assistant Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ C. Potter
C. Potter
Assistant Vice President
2
<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of March 31, 1999, as published in accordance with a
call made by the State Banking Authority and by the Federal Reserve Bank of the
Seventh Reserve District.
[LOGO OMITTED] HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on March 31, 1999, a state banking institution organized and operating
under the banking laws of this State and a member of the Federal Reserve System.
Published in accordance with a call made by the Commissioner of Banks and Trust
Companies of the State of Illinois and by the Federal Reserve Bank of this
District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin ...................... $1,237,336
Interest bearing balances ................................................ $137,061
Securities:
a. Held-to-maturity securities $0
b. Available-for-sale securities ............................................ $5,455,837
Federal funds sold and securities purchased under agreements to resell ...... $87,250
Loans and lease financing receivables:
Loans and leases, net of unearned income ................................. $9,500,293
LESS: Allowance for loan and lease losses ................................ $109,979
----------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b) .................................................. $9,390,314
Assets held in trading accounts ............................................. $161,168
Premises and fixed assets (including capitalized leases) .................... $255,438
Other real estate owned ..................................................... $243
Investments in unconsolidated subsidiaries and associated companies ......... $75
Customer's liability to this bank on acceptances outstanding ................ $40,869
Intangible assets ........................................................... $254,549
Other assets ................................................................ $1,183,465
-----------
TOTAL ASSETS $18,203,605
===========
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits:
In domestic offices ...................................................... $9,099,851
Non-interest bearing .................................................. $2,743,074
Interest bearing ...................................................... $6,356,777
In foreign offices, Edge and Agreement subsidiaries, and IBF's ........... $1,822,400
Non-interest bearing .................................................. $26,371
Interest bearing ...................................................... $1,796,029
Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBF's:
Federal funds purchased & securities sold under agreements to repurchase .... $3,354,582
Trading Liabilities ......................................................... 96,517
Other borrowed money: .......................................................
a. With remaining maturity of one year or less .............................. $1,681,346
b. With remaining maturity of more than one year ............................ $0
Bank's liability on acceptances executed and outstanding .................... $40,869
Subordinated notes and debentures ........................................... $225,000
Other liabilities ........................................................... $390,234
-----------
TOTAL LIABILITIES $16,890,799
===========
EQUITY CAPITAL
Common stock ................................................................ $100,000
Surplus ..................................................................... $608,510
a. Undivided profits and capital reserves ................................... $616,084
b. Net unrealized holding gains (losses) on available-for-sale securities ... ($11,788)
-----------
TOTAL EQUITY CAPITAL $1,312,806
===========
Total liabilities, limited-life preferred stock, and equity capital ......... $18,203,605
===========
</TABLE>
I, Pamela Piarowski, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
PAMELA PIAROWSKI
4/30/99
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
EDWARD W. LYMAN,
ALAN G. McNALLY,
JAMES J. GLASSER
Directors.
4
