As filed with the Securities and Exchange Commission on November 3, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE CIT GROUP SECURITIZATION CORPORATION II
THE CIT GROUP, INC.
(Exact name of each registrant specified in its charter)
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Delaware 22-3328188
Delaware 13-2994534
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
THE CIT GROUP
SECURITIZATION CORPORATION II THE CIT GROUP, INC.
650 CIT Drive 1211 Avenue of the Americas
Livingston, New Jersey 07039 New York, New York 10036
(973) 535-3514 (212) 536-1950
(Address of principal (Address of principal
executive offices) executive offices)
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ERNEST D. STEIN, ESQ. Copies to:
Executive Vice President & General Counsel PAUL N. WATTERSON, ESQ.
THE CIT GROUP, INC. SCHULTE ROTH & ZABEL LLP
1211 Avenue of the Americas 900 Third Avenue
New York, New York 10036 New York, New York 10022
(212)-536-1950
(Name and address of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X|
333-64539, 333-64539-01
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. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed Maximum
Amount Maximum aggregate Amount of
Title of each class of to be Offering offering registration
securities to be registered registered(1) Price Per Unit price(1) fee(3)(4)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Asset-Backed Securities............................ $81,850,000 100% $81,850,000 $21,384.00
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Limited Guarantees of The CIT Group, Inc.(2).......
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</TABLE>
(1) The amount of Asset-Backed Securities being registered represents less
than 20% of $410,121,066 aggregate principal amount of Asset-Backed
Securities and Limited Guarantees registered by the Registrants under
Registration Statements Nos. 333-64539 and 333-64539-01 referred to below
and not previously sold.
(2) May be issued in connection with the issuance of the Asset-Backed
Securities of trusts formed by The CIT Group Securitization Corporation
II. No additional consideration will be paid for the Limited Guarantees.
Accordingly, no separate filing fee is being paid for the Limited
Guarantees, pursuant to Rule 457(n).
(3) The registration fee has been calculated on the basis of the maximum
offering price of all securities listed in accordance with Rule 457(o)
under the Securities Act of 1933.
(4) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included herein also relates to a total of $410,121,066 of unsold
Asset-Backed Securities and Limited Guarantees registered under
Registration Statements Nos. 333-64539 and 333-64539-01 previously filed
by the Registrants on Form S-3 and declared effective on March 16, 1999,
which included unsold Asset-Backed Securities carried forward from
Registration Statements Nos. 333-36061 and 333-36061-01 which were
declared effective on October 31, 1997. Filing fees of $152,605.00 in
respect of Registration Statements Nos. 333-64539 and 333-64539-01 were
previously paid. Filing fees of $132,065.54 in respect of Registration
Statements Nos. 333-36061 and 333-36061-01 were previously paid. This
Registration Statement constitutes Post-Effective Amendment No. 1 to
Registration Statements Nos. 333-64539 and 333-64539-01, and
Post-Effective Amendment No. 3 to Registration Statements Nos. 333-36061
and 333-36061-01, pursuant to which the total amount of unsold
Asset-Backed Securities previously registered under Registration
Statements Nos. 333-64539 and 333-64539-01 (including unsold Asset-Backed
Securities carried forward from Registration Statement Nos. 333-36061 and
333-36061-01) may be offered and sold as Asset-Backed Securities, together
with the securities registered hereunder, through the use of the combined
prospectus incorporated by reference herein and which Post-Effective
Amendments shall hereafter become effective concurrently with the
effectiveness of this Registration Statement and in accordance with
Section 8(c) of the Securities Act of 1933.
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE
NOS. 333-64539 and 333-64539-01.
The Registrants hereby incorporate by reference into this Registration
Statement on Form S-3 in its entirety the Registration Statement on Form S-3, as
amended (File Nos. 333-64539 and 333-64539-01), declared effective on March 16,
1999 by the Securities and Exchange Commission (the "Commission"), including
each of the documents filed by the Registrants with the Commission and
incorporated or deemed to be incorporated by reference therein.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
5.1 Opinion of Schulte Roth & Zabel LLP with respect to legality
5.2 Opinion of Richards, Layton & Finger with respect to legality
23.1 Consent of Schulte Roth & Zabel LLP (included as part of Exhibit
5.1)
23.2 Consent of Richards, Layton & Finger (included as part of Exhibit
5.2)
23.3 Consent of KPMG LLP
24.1* Powers of Attorney of The CIT Group Securitization Corporation II
24.2 Powers of Attorney of The CIT Group, Inc.
* Included with officers signatures.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Town of Livingston, State of New Jersey, on November 3,
2000.
THE CIT GROUP SECURITIZATION CORPORATION II
By: /s/ Tom Hallman
--------------------------------------
Name: Tom Hallman
Title: President
Each person whose signature to this Registration Statement appears below
hereby constitutes and appoints Tom Hallman, Ron G. Arrington and Frank Garcia,
or any of them (with the full power and authority of each of them to act alone),
as his true and lawful attorney-in-fact and agent, with full power of
substitution, to sign on his behalf individually and in the capacity stated
below and to perform any acts necessary to be done in order to file all
amendments and post-effective amendments to this Registration Statement, and any
and all instruments or documents filed as a part of or in connection with this
Registration Statement or the amendments thereto, and each of the undersigned
does hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitutes, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Tom Hallman President and Director November 3, 2000
-------------------------- (principal executive officer)
Tom Hallman
/s/ Ron G. Arrington Executive Vice President November 3, 2000
-------------------------- and Director
Ron G. Arrington
/s/ Joseph J. Carroll Director November 3, 2000
--------------------------
Joseph J. Carroll
/s/ Frank Garcia Senior Vice President November 3, 2000
-------------------------- (principal financial and
Frank Garcia accounting officer)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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
amendment to the 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 November 3, 2000.
THE CIT GROUP, INC.
By: /s/ Joseph M. Leone
-------------------------------
Joseph M. Leone
Executive Vice President and
Chief Financial Officer
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
President, Chief Executive Officer,
and Director
(Principal executive officer)
Daniel P. Amos*
-----------------------------------
Daniel P. Amos, Director
John S. Chen*
-----------------------------------
John S. Chen, Director
Anthea Disney*
-----------------------------------
Anthea Disney, Director
William A. Farlinger*
-----------------------------------
William A. Farlinger, Director
Guy Hands*
-----------------------------------
Guy Hands, Director
<PAGE>
Thomas H. Kean*
-----------------------------------
Thomas H. Kean, Director
Paul G. Morton*
-----------------------------------
Paul G. Morton, Director
Takatsugu Murai*
-----------------------------------
Takatsugu Murai, Director
William O'Grady*
-----------------------------------
William M. O'Grady, Director
Paul N. Roth*
-----------------------------------
Paul N. Roth, Director
Peter J. Tobin*
-----------------------------------
Peter J. Tobin, Director
Keiji Torii*
-----------------------------------
Keiji Torii, Director
Theodore V. Wells*
-----------------------------------
Theodore V. Wells, Jr., Director
Alan F. White*
-----------------------------------
Alan F. White, Director
/s/ Joseph M. Leone
-----------------------------------
Joseph M. Leone November 3, 2000
Executive Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
*By /s/ Anne Beroza November 3, 2000
--------------------------
Anne Beroza
Attorney-in-fact
