As filed with the Securities and Exchange Commission on October 24, 1995
Registration No. 33-85224
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
POST-EFFECTIVE AMENDMENT NO. 2
TO
Form S-11 and Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
The CIT Group Securitization Corporation II
The CIT Group Holdings, Inc.
(Exact name of each registrant as specified in its governing instruments)
__________________
Delaware 22-3328188
Delaware 13-2994534
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
650 CIT Drive
Livingston, New Jersey 07039
(201) 740-5000
(Address of principal executive office)
_________________________
ERNEST D. STEIN
Executive Vice President, General Counsel & Secretary
The CIT Group Holdings, Inc.
1211 Avenue of the Americas
New York, New York 10036
(Name and address of agent for service)
Please send copies of all communications to:
PAUL N. WATTERSON, JR.
Schulte Roth & Zabel
900 Third Avenue
New York, New York 10022
_________________________
Approximate date of commencement of proposed sale of securities to the
public: From time to time after the effective date of this Amendment.
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]
_________________________
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that the Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 35. Financial Statements and Exhibits
(a) Financial Statements:
Not Applicable
(b) Exhibits:
1.1* Form of Underwriting Agreement
3(i).1* Certificate of Incorporation of The CIT Group Securitization
Corporation II
3(i).2 Certificate of Amendment of the Certificate of Incorporation
of The CIT Group Securitization Corporation II
3(ii).1* Bylaws of The CIT Group Securitization Corporation II
4.1* Form of Pooling and Servicing Agreement
4.2* Form of Limited Guarantee
5.1* Opinion and Consent of Schulte Roth & Zabel
8.1* Opinion of Schulte Roth & Zabel as to tax matters
10.1* Form of Sale and Purchase Agreement
10.2* Form of Subsequent Sale and Purchase Agreement
12.1* Computation of Ratios of Earnings to Fixed Charges
24.1* Consent of Schulte Roth & Zabel (included as part of Exhibit
5.1)
24.2* Consent of KPMG Peat Marwick LLP
25.1* Powers of attorney of The CIT Group Securitization
Corporation II (included on page II-6)
25.2* Powers of attorney of The CIT Group Holdings, Inc.
______________
* Previously Filed
Item 36. Undertakings.
The undersigned registrants hereby undertake:
(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;
(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; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
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 CIT 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 of 1933, 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 of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933
shall be deemed to be part of this registration statement as
of the time it was declared effective.
(5) That, for purposes of determining any liability
under Securities Act, each filing of CIT'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 bonafide offering thereof.
The undersigned Registrants hereby agree to provide to the
underwriters at the closing specified in the underwriting
agreements certificates in such denominations and registered in
such names as required by the underwriter to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrants pursuant to the
foregoing provisions, or otherwise, the Registrants have been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrants of expenses incurred or paid by a director, officer
or controlling person of the Registrants 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 Registrants 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 of whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<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-11 and has duly caused this amendment to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of
Livingston, State of New Jersey, on October 24, 1995.
THE CIT GROUP SECURITIZATION CORPORATION II
By: /s/ James J. Egan, Jr.
Name: James J. Egan, Jr.
Title: President
*By: /s/ James J. Egan, Jr.
Name: James J. Egan, Jr.
Title: Attorney-in-Fact
POWER OF ATTORNEY
Each person whose signature to this Registration Statement
appears below hereby constitutes and appoints James J. Egan, Jr.,
Joseph M. Leone and Norman H. Rosen, or any of them (with the
full power 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 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 hereof.
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
* President and Director October 24, 1995
James J. Egan, Jr.
/s/ Richard W. Bauerband Executive Vice President October 24, 1995
Richard W. Bauerband
* Vice President and October 24, 1995
Edward A. Farley Director
/s/ Frank Garcia Vice President, October 24, 1995
Frank Garcia Treasurer and Controller
(principal financial and
accounting officer)
Original powers of attorney authorizing James J. Egan, Jr.,
Joseph M. Leone and Norman H. Rosen and each of them to sign the
Registration Statement and amendments thereto on behalf of the
directors and officers of the Registrant indicated above are held
by the Corporation and available for examination pursuant to Item
302(b) of Registration S-T.
<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 October 24, 1995.
THE CIT GROUP HOLDINGS, 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
*
______________________ October 24, 1995
Albert R. Gamper, Jr.
President, Chief, Executive
Officer, and Director
principal executive officer)
*
_______________________ October 24, 1995
Hisao Kobayashi
Director
*
_______________________ October 24, 1995
Michio Murata
Director
*
_______________________ October 24, 1995
Joseph A. Pollicino
Director
*
_______________________ October 24, 1995
Paul N. Roth
Director
*
_______________________ October 24, 1995
Hideo Kitahara
Director
<PAGE>
Signature and Title Date
*
_______________________ October 24, 1995
Peter J. Tobin
Director
*
_______________________ October 24, 1995
Toshiji Tokiwa
Director
*
_______________________ October 24, 1995
Keiji Torii
Director
*
_______________________ October 24, 1995
William H. Turner
Director
/s/ Joseph Leone October 24, 1995
Joseph Leone
Executive Vice President
and Chief Financial Officer
(principal financial and
accounting officer)
*By /s/ Ernest D. Stein October 24, 1995
Ernest D. Stein
Attorney-in-Fact
Original powers of attorney authorizing Albert R. Gamper, Jr.,
Ernest D. Stein, and Donald J. Rapson and each of them to sign
the Registration Statement and amendments thereto on behalf of
the directors and officers of the Registrant indicated above are
held by The CIT Group Holdings, Inc. and available for
examination pursuant to Item 302(b) of Regulation S-T.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THE CIT GROUP SECURITIZATION CORPORATION II
* * * * * *
THE CIT GROUP SECURITIZATION CORPORATION II, a
corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of said
corporation, by the unanimous written consent of its members,
filed with the minutes of the board, adopted a resolution
proposing and declaring advisable the certain amendments to the
Certificate of Incorporation of said corporation. The
resolutions setting forth the proposed amendments are as follows:
RESOLVED, that the Certificate of Incorporation of
The CIT Group Securitization Corporation II be amended by adding
in its entirety the following FOURTEENTH Article so that said
Article shall be and shall read in its entirety as follows:
"FOURTEENTH": Notwithstanding any other
provision of this Certificate of Incorporation and
any provision of law that otherwise so empowers
the Corporation, the Corporation shall not,
without the affirmative vote of one hundred
percent (100%) of the directors (including the
Independent Director, or if there is more than
one, all of the Independent Directors), (i) merge
or consolidate with any other corporation or (ii)
except as otherwise provided in Article III and
elsewhere in this Certificate of Incorporation,
sell all or substantially all of the assets of the
Corporation; provided that the Corporation shall
provide 60 days prior written notice to each NRSO
of any such merger, consolidation or sale."
RESOLVED, that the Certificate of Incorporation of
The CIT Group Securitization Corporation II be amended by
changing the THIRTEENTH Article thereof so that, as amended, said
Article shall be and shall read in its entirety as follows:
"THIRTEENTH: The Corporation reserves the
right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted
subject to this reservation, provided that, none of
Articles THIRD, FIFTH, EIGHTH, NINTH, TENTH, ELEVENTH,
TWELFTH or FOURTEENTH shall be amended without the
affirmative vote of all the directors, including the
Independent Director, or if there is more than one,
all of the Independent Directors. The Corporation
shall provide notice to each NRSO of any amendment to
any of Articles THIRD, FIFTH, EIGHTH, NINTH, TENTH,
ELEVENTH, TWELFTH or FOURTEENTH within a reasonable
period of time after the adoption of such amendment."
SECOND: That thereafter, pursuant to resolution of its
Board of Directors, the sole shareholder of said corporation, did
consent in lieu of an annual meeting, to the Amendment to the
Certificate of Incorporation adopted by the Board of Directors,
in accordance with the applicable provisions of Section 228 of
the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid Amendment was duly adopted
in accordance with the applicable provisions of Sections 141(f),
228 and 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF said THE CIT GROUP SECURITIZATION
CORPORATION II has caused this Certificate to be signed by
Richard W. Bauerband, Executive Vice President, and attested by
Norman H. Rosen, its Secretary, this 17 day of August, 1995.
THE CIT GROUP SECURITIZATION CORPORATION II
By: /s/ Richard W. Bauerband
Executive Vice President
ATTEST:
By: /s/ Norman H. Rosen
Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THE CIT GROUP SECURITIZATION CORPORATION II
* * * * * *
THE CIT GROUP SECURITIZATION CORPORATION II, a
corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of said
corporation, by the unanimous written consent of its members,
filed with the minutes of the board, adopted a resolution
proposing and declaring advisable the certain amendments to the
Certificate of Incorporation of said corporation. The
resolutions setting forth the proposed amendments are as follows:
RESOLVED, that the Certificate of Incorporation of The
CIT Group Securitization Corporation II be amended by changing
the FIFTH Article thereof so that, as amended, Section (3) of
said Article shall be and shall read in its entirety as follows:
"(3) The number of directors of the Corporation
shall be as from time to time fixed by, or in the
manner provided in, the By-Laws of the Corporation.
Election of directors need not be by written ballot
unless the By-Laws so provide. At least one director
(the Independent Director, or if there is more than
one, all of the Independent Directors) will not be a
director, officer or employee of any direct or ultimate
parent of the Corporation or of any direct or indirect
subsidiary of such parent. Notwithstanding the
foregoing, the Independent Director may be a director,
officer or employee of any direct or indirect
subsidiary of the ultimate parent of the Corporation,
provided that each such corporation is formed with
purposes limited to those similar to the purposes of
the Corporation."
SECOND: That thereafter, pursuant to resolution of its
Board of Directors, the sole shareholder of said corporation, did
consent in lieu of an annual meeting, to the Amendment to the
Certificate of Incorporation adopted by the Board of Directors,
in accordance with the applicable provisions of Section 228 of
the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid Amendment was duly adopted
in accordance with the applicable provisions of Sections 141(f),
228 and 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF said THE CIT GROUP SECURITIZATION
CORPORATION II has caused this Certificate to be signed by
Richard W. Bauerband, its Executive Vice President, and attested
by Norman H. Rosen, its Secretary, this 12th day of October,
1995.
THE CIT GROUP SECURITIZATION CORPORATION II
By /s/ Richard W. Bauerband
Richard W. Bauerband
Executive Vice President
ATTEST:
By /s/ Norman H. Rosen
Norman H. Rosen
Secretary
