POS AM 1 file001.txt POST-EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on May 11, 2001 Registration Nos. 333-56172 and 333-84859 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------------------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 FILED PURSUANT TO RULE 462(D) TO FORM S-3 REGISTRATION STATEMENT and POST-EFFECTIVE AMENDMENT NO. 3 UNDER THE SECURITIES ACT OF 1933 -------------------------------------------------------------------------------- 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 No.) 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) -------------------------------------------------------------------------------- ERNEST D. STEIN Executive Vice President and General Counsel 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) -------------------------------------------------------------------------------- Please send copies of all communications to: ANDRE WEISS Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 -------------------------------------------------------------------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Post-Effective Amendment to the Registration Statement, as determined in light of market conditions. -------------------------------------------------------------------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. |X| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| ---------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- II-2 Explanatory Note This Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-56172) and Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (No. 333-84859) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statements. II-3 Part II Item 16. Exhibits 4.2d -- First Supplemental Indenture, dated as of May 9, 2001, among the Registrant, Bank One Trust Company, N.A., as Trustee and Bank One NA, London Branch, as London Paying Agent and London Calculation Agent. II-4 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 Post-Effective Amendment No. 1 to Registration Statement on Form S-3 No. 333-56172 and Post-Effective Amendment No. 3 to Registration Statement on Form S-3 No. 333-84859 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 11th day of May, 2001. THE CIT GROUP, INC. By /s/ Anne Beroza --------------------------------- Anne Beroza Senior Vice President, Associate General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 No. 333-56172 and Post-Effective Amendment No. 3 to Registration Statement on Form S-3 No. 333-84859 has been signed below by the following persons in the capacities and on the dates indicated, on this 11th day of May, 2001: By /s/ Anne Beroza --------------------------------- Anne Beroza Attorney-in-fact Signature and Title ALBERT R. GAMPER, JR.* ---------------------- Albert R. Gamper, Jr. Chairman, President, Chief Executive Officer and Director (principal executive officer) /s/ Joseph M. Leone ------------------- Joseph M. Leone Executive Vice President and Chief Financial Officer (principal financial and accounting officer) DANIEL P. AMOS* --------------- Daniel P. Amos Director JOHN S. CHEN* ------------- John S. Chen Director II-5 ANTHEA DISNEY* -------------- Anthea Disney Director WILLIAM A. FARLINGER* --------------------- William A. Farlinger Director HON. THOMAS H. KEAN* -------------------- Hon. Thomas H. Kean Director PAUL MORTON* ------------ Paul Morton Director TAKATSUGU MURAI* ---------------- Takatsugu Murai Director WILLIAM M. 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, JR.* ----------------------- Theodore V. Wells, Jr. Director ALAN F. WHITE* -------------- Alan F. White Director II-6 *Original powers of attorney authorizing Albert R. Gamper, Jr., Ernest D. Stein, Anne Beroza and Robert J. Ingato and each of them to sign this Registration Statement and amendments hereto on behalf of the directors and officers of CIT indicated above are held by CIT and available for examination pursuant to Item 302(b) of Regulation S-T. II-7 Exhibit Index 4.2d -- First Supplemental Indenture, dated as of May 9, 2001, among the Registrant, Bank One Trust Company, N.A., as Trustee and Bank One NA, London Branch, as London Paying Agent and London Calculation Agent.