-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RKIu1puo3JzyJqrL13lnBkO4PhjcuD88UwfTTD9rFN1FDhoLI8BR6qnNqwGr+33S 7XrU89E9SIftEUx5VJ/oAQ== 0000891092-01-500243.txt : 20010608 0000891092-01-500243.hdr.sgml : 20010608 ACCESSION NUMBER: 0000891092-01-500243 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20010607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIT GROUP INC CENTRAL INDEX KEY: 0000020388 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 132994534 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-62540 FILM NUMBER: 1656267 BUSINESS ADDRESS: STREET 1: 1211 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125361390 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: CIT GROUP HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CIT FINANCIAL CORP/OLD/ DATE OF NAME CHANGE: 19860512 S-3 1 file001.txt FORM S-3 As filed with the Securities and Exchange Commission on June 7, 2001 Registration No.__________ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- REGISTRATION STATEMENT ON FORM S-3 Under THE SECURITIES ACT OF 1933 ---------- The CIT Group, Inc. (Exact name of registrant as specified in its charter) Nevada 65-1051227 (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) ---------- ERNEST D. STEIN Executive Vice President and General Counsel The CIT Group, Inc. 1211 Avenue of the Americas New York, NY 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 Registration Statement, as determined in light of market conditions. ----------
CALCULATION OF REGISTRATION FEE ====================================================================================================================== 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 - ---------------------------------------------- ----------------- ----------------- ----------------- ----------------- Senior/Senior Subordinated Debt Securities... $16,202,600,000(1) 100% $16,202,600,000(2) $4,050,650(3) ======================================================================================================================
(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) Estimated solely for the purpose of determining the registration fee. (3) Pursuant to Rule 457(p) of the Securities Act of 1933, as amended, the registrant hereby offsets against the filing fee required in connection with this registration statement $4,050,650 of the $5,000,000 filing fee paid in connection with the Registration Statement on Form S-3, Registration No. 333-56172 initially filed by The CIT Group, Inc., a Delaware corporation and a predecessor to the registrant under Rule 405 of the Securities Act of 1933, as amended, on February 23, 2001 and declared effective by the SEC on March 13, 2001, which offering has been terminated with $16,202,600,000 in securities remaining unsold. As a consequence of this offset, no additional fees are required to be paid herewith. ---------- 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [X] ---------- We hereby amend this Registration Statement on any date necessary to delay its effective date until we file an amendment that 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. ================================================================================ 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 JUNE 7, 2001 PROSPECTUS The CIT Group, Inc. Debt Securities --------------- We may issue up to an aggregate of $16,202,600,000 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. This prospectus may not be used to consummate sales of offered securities unless accompanied by a prospectus supplement. The date of this prospectus is ____________ __, 2001 TABLE OF CONTENTS Page ----- THE CIT GROUP, INC ........................................................ 3 SUMMARY OF FINANCIAL INFORMATION .......................................... 9 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ......................... 10 USE OF PROCEEDS ........................................................... 10 DESCRIPTION OF DEBT SECURITIES ............................................ 10 PLAN OF DISTRIBUTION ...................................................... 15 EXPERTS ................................................................... 16 LEGAL OPINIONS ............................................................ 16 WHERE YOU CAN FIND MORE INFORMATION ....................................... 16 2 THE CIT GROUP, INC. General CIT, a wholly-owned subsidiary of Tyco International Ltd., is a leading global source of financing and leasing capital for companies in more than 30 industries, including many of today's leading industries and emerging businesses, offering vendor, equipment, commercial, factoring, consumer, and structured financing capabilities. We had $54.0 billion of managed assets and $6.0 billion of stockholders' equity at March 31, 2001. 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. 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. Prior to June 1, 2001, we operated as The CIT Group, Inc., a Delaware corporation ("CIT Delaware"). On June 1, 2001, CIT Delaware was acquired by Tyco in a merger of CIT Delaware with CIT Holdings (NV) Inc., a Nevada corporation and a wholly-owned subsidiary of Tyco. Immediately following the merger, CIT Holdings, which was the surviving corporation in the merger, contributed all of the assets of CIT Delaware to a Nevada subsidiary, and the subsidiary assumed all of the liabilities of CIT Delaware, with the exception of certain rights and obligations of CIT Delaware relating to the exchange of shares of a subsidiary of CIT for shares of Tyco. In connection with this contribution, the subsidiary changed its name to The CIT Group, Inc., under which name we continue to operate. CIT will be solely responsible for repayment of the debt securities issued under this prospectus. Unless the context otherwise requires and except as specified in the following sentence, as used in this prospectus, the terms "we," "our," "us," and "CIT" refer collectively to The CIT Group, Inc. and its consolidated subsidiaries and do not refer to CIT Holdings, Tyco or any of Tyco's subsidiaries that are not direct or indirect wholly-owned subsidiaries of CIT. With respect to historical financial information and segment reporting described in this prospectus, the terms "we," "our," "us," and "CIT" refer collectively to CIT Delaware and its consolidated subsidiaries prior to the acquisition by Tyco. We are organized into five business segments as follows: Commercial Segments: o Equipment Financing and Leasing o Vendor Technology Finance o Commercial Finance o Structured Finance Consumer Segment: o Specialty Finance (includes certain small ticket commercial financing and leasing assets) Certain segments conduct their operations through strategic business units that market their products and services to satisfy the financing needs of specific customers, industries, vendors/manufacturers and markets. Our business segments are described in greater detail in the following pages. Commercial Segments Our commercial operations are diverse and provide a wide range of financing and leasing products to small, midsize and larger companies across a wide variety of industries, including: manufacturing, retailing, transportation, aerospace, construction and various service related industries. 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. In total, as of March 31, 2001, our commercial segments, (excluding the assets held by Specialty Finance) hold combined financing and leasing assets of $37.1 billion, and managed assets of $44.8 billion, representing 85.3% and 83.0% of our consolidated financing and leasing assets and total managed assets, respectively. Equipment Financing and Leasing Segment Our Equipment Financing and Leasing operations had total financing and leasing assets of $17.4 billion at March 31, 2001, representing 40.1% of total financing and leasing assets. On a managed basis, Equipment Financing and Leasing totaled $22.0 billion or 40.8% of total managed assets. We conduct our Equipment Financing and Leasing operations through two strategic business units: 3 o 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, technology, manufacturing, machine tool and other industries. o Capital Finance offers secured equipment financing and leasing by directly marketing customized transactions, particularly operating leases of commercial aircraft and rail equipment. Equipment Financing and Capital Finance personnel have extensive expertise in managing equipment over its full life cycle, including purchasing new equipment, maintaining and repairing equipment, estimating residual values and remarketing via re-leasing or selling equipment. Equipment Financing's and Capital Finance's equipment and industry expertise enable them to effectively evaluate residual value risk. For example, Capital Finance can repossess commercial aircraft, if necessary, obtain any required maintenance and repairs for such aircraft and recertify such aircraft with appropriate authorities. We manage the equipment, residual value, and the risk of equipment remaining idle for extended periods of time and where appropriate, we locate alternative equipment users or purchasers. Equipment Financing Equipment Financing is the largest of our strategic business units with total financing and leasing assets of $11.9 billion at March 31, 2001, representing 27.4% of our total financing and leasing assets. On a managed asset basis, Equipment Financing represents $16.5 billion or 30.6% of total managed assets. Equipment Financing offers secured equipment financing and leasing products, including loans, leases, wholesale and retail financing for distributors and manufacturers, loans guaranteed by the U.S. Small Business Administration, operating leases, sale and leaseback arrangements, portfolio acquisitions, municipal leases, revolving lines of credit and in-house syndication capabilities. Equipment Financing is a diversified, middle market, secured equipment lender that has a global presence with strong North American marketing coverage. At March 31, 2001, its portfolio included significant financing and leasing assets 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. Equipment Financing originates products through direct calling on customers and through relationships with manufacturers, dealers/distributors and intermediaries that 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 $5.5 billion at March 31, 2001, which represented 12.7% of our total financing and leasing assets and 10.2% of managed assets. Capital Finance specializes in providing customized leasing and secured financing primarily to end-users of commercial aircraft and railcars, including operating leases, single investor leases, equity portions of leveraged leases, sale and leaseback arrangements, as well as loans secured by equipment. Typical Capital Finance customers are middle-market to larger-sized companies. New business is generated through direct calling efforts supplemented with transactions introduced by intermediaries and other referral sources. 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, with the fleet approaching 300 aircraft, most of which are 10 years old or less. Capital Finance has developed strong direct relationships with most major airlines and all major aircraft and aircraft engine manufacturers. This provides Capital Finance with access to technical information, which enhances 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. Capital Finance has a dedicated rail equipment group, maintains relationships with several leading railcar manufacturers, and has a significant direct calling effort on all railroads and rail shippers in the United States. The Capital Finance rail portfolio includes all of the U.S. and Canadian Class I railroads and 4 numerous shippers. The operating lease fleet includes primarily covered hopper cars used to ship grain and agricultural products, plastic pellets and cement; gondola cars for coal, steel coil and mill service; open hopper cars for coal and aggregates; center beam flat cars for lumber; and boxcars for paper and auto parts. Capital Finance also has a fleet of locomotives on lease to U.S. railroads. Vendor Technology Finance Segment Vendor Technology Finance was realigned following our Newcourt acquisition. The financing and leasing assets of Vendor Technology Finance (VTF) totaled $8.8 billion and comprised 20.2% of our total financing and leasing assets at March 31, 2001. On a managed asset basis, VTF totaled $11.9 billion or 22.0% of total managed assets. VTF customers range from small-market businesses and consumers to larger sized companies. VTF operates globally through operations in the United States, Canada, Europe, Latin America, Asia, and Australia, and serves many industries, including a wide range of manufacturers. This international platform provides a global presence to attract and retain large, sales oriented corporate vendor partners through traditional vendor finance programs, joint ventures and profit sharing arrangements. VTF builds alliances with industry-leading equipment vendors, including manufacturers, dealers and distributors, to deliver customized asset-based sales and financing solutions in a wide array of vendor programs. These alliances allow our vendor partners to better utilize core competencies, reduce capital needs and drive incremental sales volume. VTF offers credit financing to the manufacturer's customers for the purchase or lease of the manufacturer's products, while also offering enhanced sales tools to manufacturers and vendors, such as asset management services, efficient loan processing, and real-time credit adjudication. By working in partnership with select vendors, VTF is integrated with the vendor's business planning process and product offering systems to improve execution and reduce cycle times. VTF has significant vendor programs in information technology and telecommunications. These vendor alliances are characterized by the use of joint ventures, profit sharing and other transaction structures. In the case of joint ventures, VTF and the vendor combine financing activities through a distinct legal entity that is jointly owned. Generally, these arrangements are accounted for on an equity basis, with profits and losses distributed according to the joint venture agreement. Additionally, VTF generally purchases finance receivables originated by the joint venture entities. VTF also utilizes "virtual joint ventures", whereby the assets are originated on VTF's balance sheet, while profits and losses are shared with the vendor. These types of strategic alliances are a key source of business for VTF. New business is also generated through intermediaries and other referral sources, as well as through direct end-user relationships. Commercial Finance Segment At March 31, 2001, the financing and leasing assets of our Commercial Finance segment totaled $8.0 billion, representing 18.4% of total financing and leasing assets and 14.8% of managed assets. We conduct our Commercial Finance operations through two strategic business units, both of which focus on accounts receivable and inventories as the primary source of security for their lending transactions. o Commercial Services provides secured financing as well as factoring and receivable/collection management products to companies in apparel, textile, furniture, home furnishings, and other industries. o Business Credit provides secured financing to a full range of borrowers from small to larger-sized companies. Commercial Services Commercial Services had total financing and leasing assets of $4.4 billion at March 31, 2001, which represented 10.2% of our total financing and leasing assets and 8.2% of managed 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 receivable 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 5 traditionally known as "factoring" and results in the payment by the client of a factoring fee which is commensurate with the underlying degree of credit risk and recourse, and which is generally a percentage of the factored receivables or 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 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 such advances (in addition to any factoring fees) and satisfying such advances from receivables collections. Clients use Commercial Services' products and services for various purposes, including improving cash flow, mitigating or reducing the risk of charge-offs, increasing sales, are improving management information. Commercial Services generates business regionally from a variety of sources, including direct calling efforts and referrals from existing clients and other sources. Additionally, acquisitions have played a large role in the growth of Commercial Services. Business Credit Financing and leasing assets of Business Credit totaled $3.6 billion at March 31, 2001 and represented 8.2% of our total financing and leasing assets and 6.6% of managed assets. Business Credit offers revolving and term loans secured by accounts receivable, inventories and fixed assets to smaller through larger-sized companies. Clients use such loans primarily for working capital, growth, expansion, acquisitions, refinancings and debtor-in-possession, reorganization and restructurings, and turnaround financings. Business Credit sells and purchases participation interests in such 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 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, as well as through sales and regional offices. 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. Business Credit has developed long-term relationships with selected finance companies, banks and other lenders and with many diversified referral sources. Structured Finance Segment At March 31, 2001, Structured Finance had financing and leasing assets of $2.9 billion, comprising 6.6% of our total financing and leasing assets and 5.4% of managed assets. Structured Finance operates internationally through operations in the United States, Canada, and Europe. Structured Finance provides specialized investment banking services to the international corporate finance and institutional finance markets by providing asset-based financing for large ticket asset acquisitions and project financing and related advisory services to equipment manufacturers, corporate clients, regional airlines, governments and public sector agencies. Communications, transportation, and the power and utilities sectors are among the industries that Structured Finance serves. Similar to Vendor Technology Finance, Structured Finance was realigned following the 1999 acquisition of Newcourt Credit Group, Inc. Structured Finance also serves as an origination conduit to its lending partners by seeking out and creating investment opportunities. Structured Finance has established relationships with insurance companies and institutional investors and can arrange financing opportunities that meet asset class, yield, duration and credit quality requirements. Accordingly, Structured Finance has considerable syndication and fee generation capacity. Structured Finance also includes our CIT Group/Equity Investments and its subsidiary, CIT Group/Venture Capital. Equity Investments originates and purchases private equity and equity-related securities, arranges transaction financing, and participates in merger and acquisition transactions. Equity Investments has investments in emerging growth enterprises in selected industries, 6 including the information technology, communications, life science and consumer products industries. Equity Investments had total investments of $309.4 million at March 31, 2001. Specialty Finance Specialty Finance segment includes all consumer related receivables as well as certain small ticket commercial financing and leasing assets. At March 31, 2001, our Specialty Finance segment financing and leasing assets totaled $6.4 billion, representing 14.7% of total financing and leasing assets. Total Specialty Finance managed assets were $9.2 billion, representing 17.0% of our total managed assets. Our consumer business is focused primarily on home equity lending and on retail sales financing secured by recreational vehicles and manufactured housing. As a part of an ongoing strategy to maximize the value of our origination network and to improve overall profitability, Specialty Finance sells individual loans and portfolios of loans to banks, thrifts and other originators of consumer loans. The unit also provides contract servicing for securitization trusts and other third parties through a centralized Asset Service Center. Our home equity products include both fixed and variable rate closed-end loans and variable rate lines of credit. We primarily originate, purchase and service 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. Specialty Finance primarily originates loans through brokers and correspondents with a high proportion of home equity applications processed electronically over the internet via BrokerEdgeSM using our proprietary systems. Through experienced lending professionals and automation, Specialty Finance provides rapid turnaround time from application to loan funding, a characteristic considered to be critical by its broker relationships. Specialty Finance also provides nationwide retail financing for the purchase of new and used recreational vehicles and manufactured housing. These loans are predominantly originated through recreational vehicle and manufactured housing dealer, manufacturer and broker relationships. Servicing The Asset Service Center centrally services and collects substantially all of our Specialty Finance receivables, including loans originated or purchased by our Specialty Finance Segment, 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 our Specialty Finance Segment for a fee on a "contract" basis. These third-party portfolios totaled $1.5 billion at March 31, 2001. Securitization Program We fund most of our assets on balance sheet using our access to the commercial paper, medium-term note and capital markets. In an effort to broaden funding sources and to provide an additional source of liquidity, we have in place an array of programs to access both the public and private asset backed securitization markets. Current products utilized in these programs include commercial receivables and leases and consumer loans secured by recreational vehicles and residential real estate. During the first quarter of 2001, we securitized $1.1 billion of financing and leasing assets and the outstanding securitized asset balance at March 31, 2001 was $10.5 billion or 19.5% of our total managed assets. Under a typical asset backed securitization, we sell a "pool" of secured loans or leases to a special purpose entity, typically a trust. The special-purpose entity, in turn, issues certificates and/or notes that are collateralized by the pool and entitle the holders thereof to participate in certain pool cash flows. We retain the servicing of the securitized contracts, for which we earn a servicing fee. We also participate in certain "residual" cash flows (cash flows after payment of principal and interest to certificate and/or note holders, servicing fees and other credit related disbursements). 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 a retained interest in the securitization (retained interests can include bonds issued by the special-purpose entity, cash reserve accounts on deposit in the special-purpose entity or interest only receivables) and recognize a gain. In estimating residual cash flows and the value of the retained interests, we make a variety of financial assumptions, including pool credit losses, prepayment speeds and discount rates. These assumptions are empirically supported by both our 7 historical experience and anticipated trends relative to the particular products securitized. Subsequent to recording the retained interests, we review them quarterly for impairment. These reviews are performed on a disaggregated basis. Fair values of retained interests are calculated utilizing current pool demographics, actual note/certificate outstandings, current and anticipated credit losses, prepayment speeds and discount rates. These revised fair values are then compared to our carrying values. Our retained interests had a carrying value at March 31, 2001 of approximately $881.5 million, including interests in commercial securitized assets of approximately $730.4 million and consumer securitized assets of approximately $151.1 million. Retained interests are subject to credit and prepayment risk. 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. Substantial financial services networks have been formed by insurance companies and bank holding companies that compete with us. On a local level, community banks and smaller independent finance and/or mortgage companies are a competitive force. 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 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 such industry's services and products and by industry regulations. Regulation Our operations are subject, in certain instances, to supervision and regulation by state, federal and various foreign governmental authorities and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, among other things: o regulate credit granting activities, including establishing licensing requirements, if any, in applicable jurisdictions; o establish maximum interest rates, finance charges and other charges; o regulate customers' insurance coverages; o require disclosures to customers; o govern secured transactions; o set collection, foreclosure, repossession and claims handling procedures and other trade practices; o prohibit discrimination in the extension of credit and administration of loans; and o regulate the use and reporting of information related to a borrower's credit experience. In addition to the foregoing, CIT OnLine Bank, a Utah industrial loan corporation wholly owned by CIT, is subject to regulation and examination by the Federal Deposit Insurance Corporation and the Utah Department of Financial Institutions. The above regulation and supervision 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 maximum levels permitted by law, the effect of any of which could be to adversely affect our business or results of operations. 8 SUMMARY OF FINANCIAL INFORMATION The following is a summary of certain financial information of CIT Delaware and its subsidiaries. The data for the three month periods ended March 31, 2001 and 2000 was obtained from the unaudited condensed consolidated financial statements of CIT Delaware as of and for the three month periods ended March 31, 2001 and 2000 included in CIT Delaware's Quarterly Report on Form 10-Q, dated May 15, 2001. The data for the years ended December 31, 2000, 1999 and 1998 were obtained from CIT Delaware's audited consolidated financial statements contained in CIT Delaware's 2000 Annual Report on Form 10-K. The data for the years ended December 31, 1997 and 1996 was obtained from audited consolidated statements of CIT Delaware that are not incorporated by reference in this prospectus. This summary should be read in conjunction with the financial information of CIT Delaware included in the reports referred to under "Where You Can Find More Information" beginning on page 16.
Three Months Ended Dollars in Millions March 31, Years Ended December 31, ------------------ ---------------------------------------------------- 2001 2000 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- ---- ---- (unaudited) Finance income ...................................... $1,376.8 $1,228.8 $5,248.4 $2,565.9 $2,015.1 $1,824.7 $1,646.2 Interest expense .................................... 625.7 571.9 2,497.7 1,293.4 1,040.8 937.2 848.3 -------- -------- -------- -------- -------- -------- -------- Net finance income .................................. 751.1 656.9 2,750.7 1,272.5 974.3 887.5 797.9 Depreciation on operating lease equipment ................................... 346.4 307.8 1,281.3 355.1 169.5 146.8 121.7 -------- -------- -------- -------- -------- -------- -------- Net finance margin .................................. 404.7 349.1 1,469.4 917.4 804.8 740.7 676.2 Other revenue ....................................... 211.6 238.2 912.0 350.8 255.4 247.8 244.1 Gain on sale of equity interest acquired in loan workout .......................... -- -- -- -- -- 58.0 -- -------- -------- -------- -------- -------- -------- -------- Operating revenue ................................... 616.3 587.3 2,381.4 1,268.2 1,060.2 1,046.5 920.3 -------- -------- -------- -------- -------- -------- -------- Salaries and employee benefits ...................... 154.7 164.2 600.7 309.4 245.4 253.5 223.0 General operating expenses .......................... 108.8 104.0 434.5 206.6 162.3 166.5 162.3 -------- -------- -------- -------- -------- -------- -------- Total salaries and general operating expenses ................................ 263.5 268.2 1,035.2 516.0 407.7 420.0 385.3 Provision for credit losses ......................... 68.3 61.6 255.2 110.3 99.4 113.7 111.4 Goodwill amortization ............................... 22.5 20.5 86.3 25.7 10.1 8.4 7.8 Minority interest in subsidiary trust holding solely debentures of CIT .................. 4.8 4.8 19.2 19.2 19.2 16.3 -- -------- -------- -------- -------- -------- -------- -------- Operating expenses .................................. 359.1 355.1 1,395.9 671.2 536.4 558.4 504.5 -------- -------- -------- -------- -------- -------- -------- Income before provision for income taxes ...................................... 257.2 232.2 985.5 597.00 523.8 488.1 415.8 Provision for income taxes .......................... 97.1 88.3 373.9 207.6 185.0 178.0 155.7 -------- -------- -------- -------- -------- -------- -------- Net income .......................................... $ 160.1 $ 143.9 $ 611.6 $ 389.4 $ 338.8 $ 310.1 $ 260.1 ======== ======== ======== ======== ======== ======== ========
The following table sets forth the ratio of earnings to fixed charges of CIT Delaware for each of the periods indicated. Ratios of Earnings to Fixed Charges
Three Months Ended March 31, Years Ended December 31, ---------------- --------------------------------------------- 2001 2000 2000 1999 1998 1997 1996 ------- ------- ----- ----- ----- ----- ----- Ratios of Earnings to Fixed Charges .. 1.40x 1.40x 1.39x 1.45x 1.49x 1.51x 1.49x
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 Delaware and the portion of rentals considered to represent an appropriate interest factor. 9 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not discuss historical facts but instead note future expectations, projections, intentions or other items relating to the future. 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 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 Other risks detailed in our other SEC reports or filings. Except as required by law, 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 many factors that could affect their accuracy. USE OF PROCEEDS We intend to use the net proceeds from the sale of any debt securities offered under this prospectus to provide additional working funds for us and our subsidiaries. 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 that we may use in connection with our business or that 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 The debt securities offered by this prospectus will be unsecured obligations of CIT and will be either senior debt or senior subordinated debt. Senior debt will be issued under a senior debt indenture. Senior subordinated debt will be issued under a senior subordinated debt indenture. The senior debt indenture and the senior subordinated debt indenture are sometimes referred to in this prospectus individually as an "indenture" and collectively as the "indentures." We have filed forms of the global senior indenture and subordinated indenture as exhibits to the registration statement on Form S-3 (No. 333-___________) under the Securities Act of 1933, of which this prospectus is a part. The terms of the indentures are also governed by the applicable provisions of the Trust Indenture Act of 1939. The following briefly summarizes the material provisions of the indentures and the debt securities, other than pricing and related terms disclosed in the accompanying prospectus supplement. You should read the more detailed provisions of the applicable indenture, including the defined terms, for provisions that may be important to you. You should also read the particular terms of a series of 10 debt securities, which will be described in more detail in the applicable prospectus supplement. Copies of the indentures may be obtained from CIT or the applicable trustee. So that you may easily locate the more detailed provisions, the numbers in parentheses below refer to sections in the applicable indenture or, if no indenture is specified, to sections in each of the indentures. Wherever particular sections or defined terms of the applicable indenture are referred to, these sections or defined terms are incorporated into this prospectus by reference and the statements in this prospectus are qualified by that reference. General The indentures provide that any debt securities that we issue will be issued in fully registered form. We may issue the debt securities in one or more separate series of senior or senior subordinated securities. Debt securities in a particular series may have different maturities or different purchase prices. (See Section 2.01 of the indentures). The debt securities that we issue will constitute either "superior indebtedness" or "senior subordinated indebtedness," as those terms are defined below. From time to time, we may issue senior debt securities or "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 senior indenture filed with the SEC. 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. We refer to this banking institution as a "senior trustee." From time to time, we may also issue senior subordinated debt 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 senior subordinated global indenture filed with the SEC. 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. We refer to this banking institution as "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. Limitations on Indebtedness. The terms of the senior indentures do not limit the amount of debt securities or other unsecured superior indebtedness that we may issue. The terms of the senior indentures also do not limit the amount of subordinated debt, secured or unsecured, that 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 that we may issue or limit the amount of junior subordinated indebtedness that we may issue. For a description of these limitations, see "Description of Debt Securities -Restrictive Provisions and Covenants" on page 13. At March 31, 2001, approximately $100.0 million of senior subordinated indebtedness was issued and outstanding. At March 31, 2001, under the most restrictive provisions of the senior subordinated indentures, we could issue up to approximately $6.0 billion of additional senior subordinated indebtedness. 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 title, 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; 11 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 holder of debt securities may elect to be paid in a different currency than the currency of the debt securities; o any index that 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. (See Section 2.01 of the indentures). Payment. Unless otherwise specified in the prospectus supplement, 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 March 31, 2001, CIT's consolidated unaudited balance sheet reflected approximately $28.0 billion of outstanding superior indebtedness. The senior securities will be senior to all senior subordinated indebtedness, including the senior subordinated securities. At March 31, 2001, CIT's consolidated balance sheet reflected $100.0 million outstanding senior subordinated indebtedness and no outstanding junior subordinated indebtedness. 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 12 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 that will qualify as Tier II Capital, then we will disclose this in the prospectus supplement. Restrictive Provisions and Covenants Negative Pledge. Generally, the indentures do not limit the amount of other securities that we or our subsidiaries may issue. But each indenture contains a provision, the "Negative Pledge," 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. (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 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, that 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). Under the more restrictive of these tests, as of March 31, 2001, we could issue up to approximately $6.0 billion of additional senior subordinated indebtedness. (See senior subordinated indenture Section 6.05). Restrictions on Mergers and Asset Sales. Subject to the provisions of the Negative Pledge, the indentures will not prevent us from consolidating or 13 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 Section 15.01 of the senior indenture, Section 16.01 of the senior subordinated indenture). 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 Section 6.06 of the senior indenture, Section 6.07 of the senior subordinated indenture). Other than these restrictions, the indentures contain no additional provisions limiting our ability or Tyco's 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 that 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. (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 that occurs with respect to a series of debt securities: o nonpayment for thirty days of any interest when due; o nonpayment of any principal or 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 that 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 14 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 Section 6.05 of the senior indenture, Section 6.06 of the senior subordinated indenture). 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 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. 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 15 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, as required by applicable law. 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 The consolidated balance sheets of CIT Delaware as of December 31, 2000 and 1999 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, 2000 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 securities to which this prospectus relates. 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 securities offered in this prospectus, you should refer to the registration statement and its exhibits. You may read and copy any document that CIT files at the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also request copies of the documents, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. These SEC filings are also available to the public from the SEC's web site at http://www.sec.gov. Certain of our securities are listed on the New York Stock Exchange and reports and other information concerning us can also be inspected at the offices of the New York 16 Stock Exchange at 20 Broad Street, New York, New York 10005. You can also obtain more information about us by visiting our web site at http://www.cit.com. The SEC allows us to "incorporate by reference" the information we file with the SEC and information CIT Delaware filed in the past with the SEC, 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. CIT Delaware has previously filed the following documents with the SEC and we are incorporating them by reference into this prospectus: 1. CIT Delaware's Annual Report on Form 10-K for the year ended December 31, 2000, as amended by CIT Delaware's Annual Report on Form 10-K/A dated April 30, 2001; 2. CIT Delaware's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; 3. CIT Delaware's Current Reports on Form 8-K dated January 26, 2001, March 16, 2001, April 27, 2001, May 9, 2001 and May 29, 2001; and 4. Our Current Report on Form 8-K dated June 7, 2001. Until we have sold all of the debt securities that we are offering for sale under this prospectus, we also incorporate by reference all documents that CIT will file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. 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 James J. Egan, Jr., Executive Vice President-Investor Relations, The CIT Group, Inc., 650 CIT Drive, Livingston, New Jersey 07039, telephone (973) 740-5000. You should rely only on the information provided in this prospectus and the prospectus supplement, as well as the information incorporated by reference. CIT has not authorized anyone to provide you with different information. CIT is not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus, the prospectus supplement or any documents incorporated by reference is accurate as of any date other than the date on the front of the applicable document. 17 Part II. INFORMATION NOT REQUIRED IN PROSPECTUS. Item 14. Other Expenses of Issuance and Distribution. The following table sets forth all expenses payable by CIT 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 ................................................. $4,050,650* Fees and expenses of accountants ................................. 250,000 Fees and expenses of counsel ..................................... 600,000 Fees and expenses of trustees and paying and authenticating agents ........................................................ 200,000 Printing and engraving expenses .................................. 220,000 Rating agencies .................................................. 800,000 Blue sky fees and expenses ....................................... 25,000 Miscellaneous .................................................... 10,000 ---------- Total ............................................................ $6,155,650 ========== - ---------- * Pursuant to Rule 457(p) of the Securities Act of 1933, as amended, the registrant is offsetting the full amount of the $4,050,650 in registration fees due under this Registration Statement against $4,050,650 of the $5,000,000 filing fee paid in connection with the Registration Statement on Form S-3, Registration No. 333-56172 initially filed by CIT Delaware, which offering was terminated with $16,202,600,000 in securities remaining unsold. Item 15. Indemnification of Directors and Officers. Under Sections 78.7502 and 78.751 of the Nevada General Corporation Law (the "GCL"), a corporation is authorized to indemnify officers, directors, employees and agents who are parties or threatened to be made parties to any civil, criminal, administrative or investigative suit or proceeding by reason of the fact that they are or were a director, officer, employee or agent of the corporation or are or were acting in the same capacity for another entity at the request of the corporation. Such indemnification includes reasonable expenses (including attorneys' fees), judgments, fines and amounts paid in settlement if they acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. With respect to any criminal action or proceeding, these same indemnification authorizations apply if these persons had no reasonable cause to believe their conduct was unlawful. In the case of any action by the corporation against such persons (derivative actions), the corporation is authorized to provide similar indemnification, but if any such persons should be adjudged to be liable for negligence or misconduct in the performance of duties to the corporation, the court conducting the proceeding must determine that such persons are nevertheless fairly and reasonably entitled to indemnification. To the extent any such persons are successful on the merits in defense of any such action, suit or proceeding, Nevada law provides that they shall be indemnified against reasonable expenses, including attorney fees. A corporation is authorized to advance anticipated expenses for such suits or proceedings upon an undertaking by the person to whom such advance is made to repay such advances if it is ultimately determined that such person is not entitled to be indemnified by the corporation. Indemnification and payment of expenses provided by Nevada law are not deemed exclusive of any other rights by which an officer, director, employee or agent may seek indemnification or payment of expenses or may be entitled to under any by-law, agreement, or vote of stockholders or disinterested directors. In that regard, under Section 78.752 of the GCL, a Nevada corporation may purchase and maintain liability insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation. Article VIII of CIT's bylaws generally requires us to indemnify, as well as to advance expenses, to our directors and officers to the fullest extent permitted by Nevada law. Article VIII also provides that CIT may purchase and maintain insurance on behalf of any present or past director, officer, employee or agent insuring against any liability asserted against such person incurred in such capacity or arising out of such status, whether or not CIT would have the power to indemnify such person. II-1 In addition, the directors and officers of CIT are insured under officers and directors liability insurance policies purchased by Tyco with aggregate limits of $250 million. Item 16. Exhibits e1.1 -- Form of Underwriting Agreement. c1.2 -- 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). b4.1e -- Proposed form of Debt Securities (Extendible Note). b4.1f -- Proposed form of Debt Securities (Floating Rate Renewable Note). c4.1g -- Proposed form of Debt Securities (Floating Rate Note). f4.1h -- Proposed form of Debt Securities (Medium-Term Senior Fixed Rate Note). f4.1I -- Proposed form of Debt Securities (Medium-Term Senior Floating Rate Note). f4.1j -- Proposed form of Debt Securities (Medium-Term Senior Subordinated Fixed Rate Note). f4.1k -- Proposed form of Debt Securities (Medium-Term Senior Subordinated Floating Rate Note). d4.2a -- Form of Global Indenture between the Registrant and each Senior Trustee. d4.2b -- Form of Global Indenture between the Registrant and each Senior Subordinated Trustee. d4.2c -- Standard Multiple-Series Indenture Provisions dated as of September 24, 1998. g4.2d -- First Supplemental Indenture, dated as of May 9, 2001, among the Registrant, Bank One Trust Company, NA, as Trustee and Bank One NA, London Branch, as London Paying Agent and London Calculation Agent. h4.2e -- Second Supplemental Indenture, dated as of June 1, 2001, among the Registrant, CIT Holdings (NV) Inc. and Bank One Trust Company, NA, as Trustee. h4.2f -- First Supplemental Indenture, dated as of June 1, 2001, among the Registrant, CIT Holdings (NV) Inc. and Bank of New York, as Trustee. h5 -- Opinion of Schulte Roth & Zabel LLP in respect of the legality of the Debt Securities registered hereunder, containing the consent of such counsel. h12 -- Computation of Ratios of Earnings to Fixed Charges. h23.1 -- Consent of KPMG LLP. h23.3 -- Consent of Counsel. The consent of Schulte Roth & Zabel LLP is included in its opinion filed herewith as Exhibit 5 to this Registration Statement. h24.1 -- Powers of Attorney. h24.2 -- Board Resolutions. h25.1 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York. h25.2 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Bank One Trust Company, NA. - ---------- a. Incorporated by reference to Registration Statement No. 2-93960 on Form S-3 of CIT Delaware filed October 25, 1984. b. Incorporated by reference to Registration Statement No. 33-30047 on Form S-3 of CIT Delaware filed July 24, 1989. c. Incorporated by reference to Registration Statement No. 33-58418 on Form S-3 of CIT Delaware filed February 16, 1993. d. Incorporated by reference to Registration Statement No. 333-63793 on Form S-3 of CIT Delaware filed September 18, 1998. e. Incorporated by reference to Registration Statement No. 333-71361 on Form S-3 of CIT Delaware filed February 11, 1999. f. Incorporated by reference to Registration Statement No. 333-56172 on Form S-3 of CIT Delaware filed February 23, 2001. g. Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement No. 333-56172 on Form S-3 of CIT Delaware filed May 11, 2001. h. Filed herewith. II-2 Item 17. Undertakings. (a) 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 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 of 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 the 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 II-3 file an amendment to the registration statement reflecting the results of bidding, the terms of the 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-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 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 7th day of June, 2001. The CIT GROUP, INC. (Registrant) 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, on this 7th day of June, 2001: By /s/ ROBERT J. INGATO* ------------------------------------------ (Robert J. Ingato, Attorney-in-fact) Signature Title --------- ----- ALBERT R. GAMPER, JR.* President, Chief Executive Officer and - ------------------------------- Director (principal executive officer) (Albert R. Gamper) /s/ JOSEPH M. LEONE Executive Vice President, Chief - ------------------------------- Financial Officer (principal (Joseph M. Leone) financial and accounting officer) and Director L. DENNIS KOZLOWSKI* Chairman and Director - ------------------------------- (L. Dennis Kozlowski) MARK H. SWARTZ* Director - ------------------------------- (Mark H. Swartz) J. BRAD MCGEE* Director - ------------------------------- (J. Brad Mcgee) *Original powers of attorney authorizing Robert J. Ingato, Anne Beroza and James Shanahan 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-5 EXHIBIT INDEX e1.1 -- Form of Underwriting Agreement. c1.2 -- 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). b4.1e -- Proposed form of Debt Securities (Extendible Note). b4.1f -- Proposed form of Debt Securities (Floating Rate Renewable Note). c4.1g -- Proposed form of Debt Securities (Floating Rate Note). f4.1h -- Proposed form of Debt Securities (Medium-Term Senior Fixed Rate Note). f4.1I -- Proposed form of Debt Securities (Medium-Term Senior Floating Rate Note). f4.1j -- Proposed form of Debt Securities (Medium-Term Senior Subordinated Fixed Rate Note). f4.1k -- Proposed form of Debt Securities (Medium-Term Senior Subordinated Floating Rate Note). d4.2a -- Form of Global Indenture between the Registrant and each Senior Trustee. d4.2b -- Form of Global Indenture between the Registrant and each Senior Subordinated Trustee. d4.2c -- Standard Multiple-Series Indenture Provisions dated as of September 24, 1998. g4.2d -- First Supplemental Indenture, dated as of May 9, 2001, among the Registrant, Bank One Trust Company, NA, as Trustee and Bank One NA, London Branch, as London Paying Agent and London Calculation Agent. h4.2e -- Second Supplemental Indenture, dated as of June 1, 2001, among the Registrant, CIT Holdings (NV) Inc. and Bank One Trust Company, NA, as Trustee. h4.2f -- First Supplemental Indenture, dated as of June 1, 2001, among the Registrant, CIT Holdings (NV) Inc. and Bank of New York, as Trustee. h5 -- Opinion of Schulte Roth & Zabel LLP in respect of the legality of the Debt Securities registered hereunder, containing the consent of such counsel. h12 -- Computation of Ratios of Earnings to Fixed Charges. h23.1 -- Consent of KPMG LLP. h23.3 -- Consent of Counsel. The consent of Schulte Roth & Zabel LLP is included in its opinion filed herewith as Exhibit 5 to this Registration Statement. h24.1 -- Powers of Attorney. h24.2 -- Board Resolutions. h25.1 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York. h25.2 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Bank One Trust Company, NA. - --------------- a. Incorporated by reference to Registration Statement No. 2-93960 on Form S-3 of CIT Delaware filed October 25, 1984. b. Incorporated by reference to Registration Statement No. 33-30047 on Form S-3 of CIT Delaware filed July 24, 1989. c. Incorporated by reference to Registration Statement No. 33-58418 on Form S-3 of CIT Delaware filed February 16, 1993. d. Incorporated by reference to Registration Statement No. 333-63793 on Form S-3 of CIT Delaware filed September 18, 1998. e. Incorporated by reference to Registration Statement No. 333-71361 on Form S-3 of CIT Delaware filed February 11, 1999. f. Incorporated by reference to Registration Statement No. 333-56172 on Form S-3 of CIT Delaware filed February 23, 2001. g. Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement No. 333-56172 on Form S-3 of CIT Delaware filed May 11, 2001. h. Filed herewith. EX-4.2E 2 file002.txt SECOND SUPPLEMENTAL INDENTURE Exhibit 4.2e THIS SECOND SUPPLEMENTAL INDENTURE dated June 1, 2001, among THE CIT GROUP, INC. (formerly known as Tyco Acquisition Corp. XX (NV)), a Nevada corporation, ("CIT"), CIT HOLDINGS (NV) INC. (formerly known as Tyco Acquisition Corp. XIX (NV)), a Nevada corporation ("CIT Holdings"), and BANK ONE TRUST COMPANY, N.A. (as successor to The First National Bank of Chicago) a banking corporation organized and existing under the laws of New York (the "Trustee"). WHEREAS: (1) The CIT Group, Inc., a Delaware corporation ("CIT Delaware"), and the Trustee are parties to an Indenture dated as of September 24, 1998, as supplemented by the First Supplemental Indenture dated as of May 9, 2001 (collectively, the "Indenture"), pursuant to which CIT Delaware authorized the issue of an unlimited amount of unsecured and unsubordinated debt securities (the "Securities"); (2) CIT Delaware did issue, under the Indenture, Securities in one or more series varying in maturity date, interest rate, redemption price, denominations, original issue date, issue price and as to other terms; (3) Effective as of the date hereof, CIT Delaware has merged into CIT Holdings pursuant to a Certificate of Merger filed with the Delaware Secretary of State on the date hereof and Articles of Merger filed with the Nevada Secretary of State on the date hereof (the "Merger"); (4) Immediately following the Merger, CIT Holdings is transferring all of the assets owned by CIT Delaware immediately prior to the Merger to CIT and CIT has assumed substantially all of the liabilities of CIT Delaware outstanding immediately prior to the Merger (the "Transfer") pursuant to a Contribution and Assumption Agreement (the "Assumption Agreement"). (5) Pursuant to the terms of Merger and applicable law, CIT Holdings succeeded to all of the rights and obligations of CIT Delaware, and pursuant to the Assumption Agreement, CIT Holdings has transferred to CIT all such rights and CIT has assumed all such obligations. (6) Section 15.01 of the Indenture requires as a condition to a merger of the Corporation under the Indenture, and to a sale of substantially all of the property and assets of the Corporation, that the successor corporation and/or transferee of the property and assets expressly assume the due and punctual payment of the principal of and interest, if any, on all of the Debt Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed or observed by the Corporation by supplemental indenture, in form satisfactory to the Trustee, executed and delivered to the Trustee by such successor or transferee. (7) The parties wish to provide that CIT Holdings become the "Corporation" under the Indenture by reason of the Merger and that, immediately thereafter, CIT becomes the "Corporation" by reason of the Transfer. NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH: ARTICLE ONE PROVISIONS OF GENERAL APPLICATION Section 1.1 To be Read with Indenture; Governing Law This Second Supplemental Indenture is supplemental to the Indenture, and the Indenture and this Second Supplemental Indenture shall hereafter be read together and shall have effect with respect to the Debt Securities as if all the provisions thereof and hereof were contained in one instrument, which instrument shall be governed by and construed in accordance with the laws of the State of New York, including the laws of the United States applicable therein. Section 1.2 Interpretation In this Second Supplemental Indenture, unless there is something in the subject or context inconsistent therewith: (a) "Indenture", "herein", "hereby", "hereof" and similar expressions mean and refer to the Indenture and this Second Supplemental Indenture; (b) the expression "Article" and "Section" followed by a number mean and refer to the specified Article or Section of this Second Supplemental Indenture unless otherwise expressly stated; and (c) other expressions defined in the Indenture shall have the same meanings when used in this Second Supplemental Indenture. -2- ARTICLE TWO ASSUMPTION AND RELEASE Section 2.1 Assumption and Substitution. (a) By reason of the Merger and this Second Supplemental Indenture and effective as of the consummation of the Merger, CIT Holdings did expressly assume, as its direct and primary obligation, the due and punctual payment of the principal of and interest, if any, on all the Debt Securities according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions under the Indenture to be performed or observed by CIT Delaware, and did succeed to, and was substituted for, CIT Delaware, with the same effect as if CIT Holdings had been named in the Indenture. (b) By reason of Transfer and this Second Supplemental Indenture and effective as of the consummation of the Transfer, CIT does expressly assume the due and punctual payment of the principal of and interest, if any, on all of the Debt Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed or observed by CIT Holdings as successor of CIT Delaware, and does succeeds to, and is substituted for, CIT Delaware and CIT Holdings, with the same effect as if CIT had been named in the Indenture. Section 2.2 Release. Effective as of the consummation of the Transfer, CIT Holdings is hereby relieved, released and forever discharged of any further obligations or duties under the Indenture. ARTICLE THREE REPRESENTATIONS AND WARRANTIES Section 3.1 Representations and Warranties of CIT Holdings. CIT Holdings hereby represents and warrants as follows: (a) CIT Holdings (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and (ii) has the power and authority to execute, deliver and perform this Second Supplemental Indenture. (b) The execution, delivery and performance by CIT Holdings of this Second Supplemental Indenture (i) have been duly authorized by all necessary company action, (ii) do not and will not contravene its articles of incorporation or bylaws, -3- any material law or any material contractual restriction binding on or affecting CIT Holdings or any of its material properties, and (iii) do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its material properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other regulatory body is required for the due execution, delivery and performance by CIT Holdings of this Second Supplemental Indenture or for its assumption of the obligations of CIT Delaware under the Indenture. (d) This Second Supplemental Indenture is, the legal, valid and binding obligation of CIT Holdings, enforceable against CIT Holdings in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (e) No litigation, investigation or proceeding of or before any arbitrator or governmental authority or other regulatory body is pending or, to the knowledge of CIT Holdings, threatened by or against CIT Holdings with respect to this Second Supplemental Indenture or any of the transactions contemplated hereby. (f) CIT Holdings was not, effective immediately following consummation of the Merger, in default in the performance of any covenant or condition in the Indenture. Section 3.2 Representations and Warranties of CIT. CIT hereby represents and warrants as follows: (a) CIT (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and (ii) has the power and authority to assume the obligations of Corporation under the Indenture and to execute, deliver and perform this Second Supplemental Indenture. (b) The execution, delivery and performance by CIT of this Second Supplemental Indenture and the assumption of the obligations of CIT Holdings under the Indenture (i) have been duly authorized by all necessary company action, (ii) do not and will not contravene its articles of incorporation or bylaws, any material law or any material contractual restriction binding on or affecting CIT or any of its material properties, and (iii) do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its material properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other regulatory body is required -4- for the due execution, delivery and performance by CIT of this Second Supplemental Indenture or for its assumption of the obligations of CIT Holdings under the Indenture. (d) This Second Supplemental Indenture is the legal, valid and binding obligation of CIT, enforceable against CIT in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (e) No litigation, investigation or proceeding of or before any arbitrator or governmental authority or other regulatory body is pending or, to the knowledge of CIT, threatened by or against CIT with respect to this Second Supplemental Indenture or any of the transactions contemplated hereby. (f) CIT is not, effective immediately following consummation of the Transfer, in default in the performance of any covenant or condition in the Indenture. ARTICLE FOUR FURTHER ASSURANCES REQUIRED Section 4.1 Trustee Documents. CIT Holdings and CIT have delivered to the Trustee, pursuant to the Indenture, an Officer's Certificate and an Opinion of Counsel. Section 4.2 Further Assurances Required. At any time and from time to time, upon the Trustee's request, CIT Holdings and CIT will promptly execute and deliver such documents and instruments and take such further actions as the Trustee may reasonably request to effect the purposes of this Second Supplemental Indenture, at their respective cost and expense. ARTICLE FIVE MISCELLANEOUS Section 5.1 Miscellaneous. (a) This Second Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each -5- of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. (b) This Second Supplemental Indenture is effective in respect of CIT Holdings, as of the consummation of the Merger and, in respect of CIT, as of the consummation of the Transfer. -6- IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. CIT HOLDINGS (NV) INC. (formerly known as Tyco Acquisition Corp. XIX (NV)), a Nevada corporation By: ----------------------------- THE CIT GROUP, INC. (formerly known as Tyco Acquisition Corp. XX (NV)), a Nevada corporation By: ----------------------------- BANK ONE TRUST COMPANY, N.A., (as successor to The First National Bank of Chicago), Trustee By: ----------------------------- -7- EX-4.2F 3 file003.txt FIRST SUPPLEMENTAL INDENTURE Exhibit 4.2f THIS FIRST SUPPLEMENTAL INDENTURE dated June 1, 2001, among THE CIT GROUP, INC. (formerly known as Tyco Acquisition Corp. XX (NV)), a Nevada corporation, ("CIT"), CIT HOLDINGS (NV) INC. (formerly known as Tyco Acquisition Corp. XIX (NV)), a Nevada corporation ("CIT Holdings"), and THE BANK OF NEW YORK, a banking corporation organized and existing under the laws of New York (the "Trustee"). WHEREAS: (1) The CIT Group, Inc., a Delaware corporation ("CIT Delaware"), and the Trustee are parties to an Indenture dated as of September 24, 1998 (the "Indenture"), pursuant to which CIT Delaware authorized the issue of an unlimited amount of unsecured and senior subordinated debt securities (the "Securities"); (2) CIT Delaware did issue, under the Indenture, Securities in one or more series varying in maturity date, interest rate, redemption price, denominations, original issue date, issue price and as to other terms; (3) Effective as of the date hereof, CIT Delaware has merged into CIT Holdings pursuant to a Certificate of Merger filed with the Delaware Secretary of State on the date hereof and Articles of Merger filed with the Nevada Secretary of State on the date hereof (the "Merger"); (4) Immediately following the Merger, CIT Holdings is transferring all of the assets owned by CIT Delaware immediately prior to the Merger to CIT and CIT has assumed substantially all of the liabilities of CIT Delaware outstanding immediately prior to the Merger (the "Transfer") pursuant to a Contribution and Assumption Agreement (the "Assumption Agreement"). (5) Pursuant to the terms of Merger and applicable law, CIT Holdings succeeded to all of the rights and obligations of CIT Delaware, and pursuant to the Assumption Agreement, CIT Holdings has transferred to CIT all such rights and CIT has assumed all such obligations. (6) Section 15.01 of the Indenture requires as a condition to a merger of the Corporation under the Indenture, and to a sale of substantially all of the property and assets of the Corporation, that the successor corporation and/or transferee of the property and assets expressly assume the due and punctual payment of the principal of and interest, if any, on all of the Debt Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed or observed by the Corporation by supplemental indenture, in form satisfactory to the Trustee, executed and delivered to the Trustee by such successor or transferee. (7) The parties wish to provide that CIT Holdings become the "Corporation" under the Indenture by reason of the Merger and that, immediately thereafter, CIT becomes the "Corporation" by reason of the Transfer. NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: ARTICLE ONE PROVISIONS OF GENERAL APPLICATION Section 1.1 To be Read with Indenture; Governing Law This First Supplemental Indenture is supplemental to the Indenture, and the Indenture and this First Supplemental Indenture shall hereafter be read together and shall have effect with respect to the Debt Securities as if all the provisions thereof and hereof were contained in one instrument, which instrument shall be governed by and construed in accordance with the laws of the State of New York, including the laws of the United States applicable therein. Section 1.2 Interpretation In this First Supplemental Indenture, unless there is something in the subject or context inconsistent therewith: (a) "Indenture", "herein", "hereby", "hereof" and similar expressions mean and refer to the Indenture and this First Supplemental Indenture; (b) the expression "Article" and "Section" followed by a number mean and refer to the specified Article or Section of this First Supplemental Indenture unless otherwise expressly stated; and (c) other expressions defined in the Indenture shall have the same meanings when used in this First Supplemental Indenture. 2 ARTICLE TWO ASSUMPTION AND RELEASE Section 2.1 Assumption and Substitution. (a) By reason of the Merger and this First Supplemental Indenture and effective as of the consummation of the Merger, CIT Holdings did expressly assume, as its direct and primary obligation, the due and punctual payment of the principal of and interest, if any, on all the Debt Securities according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions under the Indenture to be performed or observed by CIT Delaware, and did succeed to, and was substituted for, CIT Delaware, with the same effect as if CIT Holdings had been named in the Indenture. (b) By reason of Transfer and this First Supplemental Indenture and effective as of the consummation of the Transfer, CIT does expressly assume the due and punctual payment of the principal of and interest, if any, on all of the Debt Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed or observed by CIT Holdings as successor of CIT Delaware, and does succeeds to, and is substituted for, CIT Delaware and CIT Holdings, with the same effect as if CIT had been named in the Indenture. Section 2.2 Release. Effective as of the consummation of the Transfer, CIT Holdings is hereby relieved, released and forever discharged of any further obligations or duties under the Indenture. ARTICLE THREE REPRESENTATIONS AND WARRANTIES Section 3.1 Representations and Warranties of CIT Holdings. CIT Holdings hereby represents and warrants as follows: (a) CIT Holdings (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and (ii) has the power and authority to execute, deliver and perform this First Supplemental Indenture. (b) The execution, delivery and performance by CIT Holdings of this First Supplemental Indenture (i) have been duly authorized by all necessary company action, (ii) do not and will not contravene its articles of incorporation or bylaws, any material law or any material contractual restriction binding on or affecting CIT 3 Holdings or any of its material properties, and (iii) do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its material properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other regulatory body is required for the due execution, delivery and performance by CIT Holdings of this First Supplemental Indenture or for its assumption of the obligations of CIT Delaware under the Indenture. (d) This First Supplemental Indenture is, the legal, valid and binding obligation of CIT Holdings, enforceable against CIT Holdings in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (e) No litigation, investigation or proceeding of or before any arbitrator or governmental authority or other regulatory body is pending or, to the knowledge of CIT Holdings, threatened by or against CIT Holdings with respect to this First Supplemental Indenture or any of the transactions contemplated hereby. (f) CIT Holdings was not, effective immediately following consummation of the Merger, in default in the performance of any covenant or condition in the Indenture. Section 3.2 Representations and Warranties of CIT. CIT hereby represents and warrants as follows: (a) CIT (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and (ii) has the power and authority to assume the obligations of Corporation under the Indenture and to execute, deliver and perform this First Supplemental Indenture. (b) The execution, delivery and performance by CIT of this First Supplemental Indenture and the assumption of the obligations of CIT Holdings under the Indenture (i) have been duly authorized by all necessary company action, (ii) do not and will not contravene its articles of incorporation or bylaws, any material law or any material contractual restriction binding on or affecting CIT or any of its material properties, and (iii) do not and will not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its material properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or other regulatory body is required for the due execution, delivery and performance by CIT of this First Supplemental Indenture or for its assumption of the obligations of CIT Holdings under the Indenture. 4 (d) This First Supplemental Indenture is the legal, valid and binding obligation of CIT, enforceable against CIT in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (e) No litigation, investigation or proceeding of or before any arbitrator or governmental authority or other regulatory body is pending or, to the knowledge of CIT, threatened by or against CIT with respect to this First Supplemental Indenture or any of the transactions contemplated hereby. (f) CIT is not, effective immediately following consummation of the Transfer, in default in the performance of any covenant or condition in the Indenture. ARTICLE FOUR FURTHER ASSURANCES REQUIRED Section 4.1 Trustee Documents. CIT Holdings and CIT have delivered to the Trustee, pursuant to the Indenture, an Officer's Certificate and an Opinion of Counsel. Section 4.2 Further Assurances Required. At any time and from time to time, upon the Trustee's request, CIT Holdings and CIT will promptly execute and deliver such documents and instruments and take such further actions as the Trustee may reasonably request to effect the purposes of this First Supplemental Indenture, at their respective cost and expense. ARTICLE FIVE MISCELLANEOUS Section 5.1 Miscellaneous. (a) This First Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. 5 (b) This First Supplemental Indenture is effective in respect of CIT Holdings, as of the consummation of the Merger and, in respect of CIT, as of the consummation of the Transfer. 6 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. CIT HOLDINGS (NV) INC. (formerly known as Tyco Acquisition Corp. XIX (NV)), a Nevada corporation By: ----------------------------- THE CIT GROUP, INC. (formerly known as Tyco Acquisition Corp. XX (NV)), a Nevada corporation By: ----------------------------- THE BANK OF NEW YORK, Trustee By: ----------------------------- 7 EX-5 4 file004.txt OPINION OF SCHULTE ROTH & ZABEL LLP Exhibit 5 [LETTERHEAD OF SCHULTE ROTH & ZABEL LLP] June 7, 2001 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 Nevada corporation (the "Corporation"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") of the Corporation covering $16,202,600,000 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 $16,202,600,000 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 CIT Group, Inc., a Delaware corporation ("CIT Delaware"), and Bank One, NA (as successor to The First National Bank of Chicago), as Trustee, as supplemented by the First Supplemental Indenture, dated as of May 9, 2001, among CIT Delaware, Bank One, NA, as Trustee and Bank One NA, London Branch, as London Paying Agent and London Calculation Agent and the Second Supplemental Indenture, dated as of June 1, 2001, among the Corporation (as successor to CIT Holdings (NV) Inc., a Nevada Corporation ("CIT Holdings") (as successor to CIT Delaware)), CIT Holdings and Bank One, NA, as Trustee; (ii) the Indenture dated as of September 24, 1998, between the Corporation and The Bank of New York, as Trustee as supplemented by the First Supplemental Indenture, dated as of June 1, 2001, among the Corporation (as successor to CIT Holdings (as successor to CIT Delaware)), CIT Holdings and The Bank of New York, as Trustee; and (iii) the Indenture dated as of September 24, 1998, between the Corporation and The Bank of New York, as Senior Subordinated Trustee, as supplemented by the First Supplemental Indenture, dated as of June 1, 2001, among the Corporation (as successor to CIT Holdings (as successor to CIT Delaware)), CIT Holdings 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. As to all matters of fact (including, without limitation, matters of fact set forth in 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 genuineness of all signatures, the legal capacity of natural persons signing or delivering 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. 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. With your permission, we have rendered the opinion set forth below as if the Corporation were incorporated under the laws of the State of New York. 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 EX-12 5 file005.txt COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Exhibit 12 THE CIT GROUP, INC. AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (Dollars in Millions) - -------------------------------------------------------------------------------- For the Three Months Ended March 31, -------------------------- 2001 2000 ------ ------ Net income $160.1 $143.9 Provisions for income taxes 97.1 88.3 ------ ------ Earnings before provision for income taxes 257.2 232.2 ------ ------ Fixed charges: Interest and debt expense on indebtedness 625.7 571.9 Minority interest in subsidiary trust holding solely debentures of the Company 4.8 4.8 Interest factor - one third of rentals on real and personal properties 4.6 6.0 ------ ------ Total fixed charges 635.1 582.7 ------ ------ Total earnings before provision for income taxes and fixed charges $892.3 $814.9 ------ ------ Ratios of earnings to fixed charges 1.40x 1.40x ------ ------ - -------------------------------------------------------------------------------- EX-23.1 6 file006.txt CONSENT OF INDEPENDENT AUDITORS Exhibit 23.1 Consent of Independent Auditors The Board of Directors The CIT Group, Inc. We consent to the use of our report dated January 25, 2001, except as to Note 25, which is dated as of March 13, 2001, relating to the consolidated balance sheets of The CIT Group, Inc. and subsidiaries as of December 31, 2000 and 1999, 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, 2000, incorporated by reference in the Registration Statement on Form S-3 of The CIT Group, Inc., which report appears in the December 31, 2000 Annual Report on Form 10-K of The CIT Group, Inc., which is also incorporated by reference herein, and to the reference to our firm under the heading "Experts" in the Registration Statement. KPMG LLP Short Hills, New Jersey June 7, 2001 EX-24.1 7 file007.txt POWER OF ATTORNEY 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 Nevada corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C. (the "SEC"), under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's debt securities under said Act in an aggregate principal amount of up to $16,202,600,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $16,202,600,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints JAMES P. SHANAHAN, ANNE BEROZA and ROBERT J. INGATO 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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 1st day of June, 2001. /s/ Albert R. Gamper, Jr. ------------------------------- Albert R. Gamper, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Nevada corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C. (the "SEC"), under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's debt securities under said Act in an aggregate principal amount of up to $16,202,600,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $16,202,600,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints JAMES P. SHANAHAN, ANNE BEROZA and ROBERT J. INGATO 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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 4th day of June, 2001. /s/ L. Dennis Kozlowski ------------------------------- L. Dennis Kozlowski POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Nevada corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C. (the "SEC"), under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's debt securities under said Act in an aggregate principal amount of up to $16,202,600,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $16,202,600,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints JAMES P. SHANAHAN, ANNE BEROZA and ROBERT J. INGATO 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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 4th day of June, 2001. /s/ Mark H. Swartz ------------------------------- Mark H. Swartz POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Nevada corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C. (the "SEC"), under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's debt securities under said Act in an aggregate principal amount of up to $16,202,600,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $16,202,600,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints JAMES P. SHANAHAN, ANNE BEROZA and ROBERT J. INGATO 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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 1st day of June, 2001. /s/ Joseph M. Leone ------------------------------- Joseph M. Leone POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of THE CIT GROUP, INC., a Nevada corporation (the "Corporation"), which is about to file with the Securities and Exchange Commission, Washington, D.C. (the "SEC"), under the provisions of the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 for the registration of the Corporation's debt securities under said Act in an aggregate principal amount of up to $16,202,600,000, or if issued at an original discount, such greater principal amount as shall result in an aggregate initial public offering price of up to $16,202,600,000 (all in United States dollars or an equivalent amount in another currency or composite currency), hereby constitutes and appoints JAMES P. SHANAHAN, ANNE BEROZA and ROBERT J. INGATO 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 pre-effective and post-effective amendments thereof, including any increases in the registered amount pursuant to Rule 462(b) promulgated by the SEC under the Act, 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 4th day of June, 2001. /s/J. Brad McGee ------------------------------- J. Brad McGee EX-24.2 8 file008.txt BOARD RESOLUTIONS Exhibit 24.2 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 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 desires to authorize the issuance of up to $16.3 billion in debt securities; NOW, THEREFORE, BE IT: RESOLVED, that the Corporation hereby authorizes up to $16.3 billion of debt securities to be registered, in order to offer, issue and sell from time to time up to $16.3 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 $16.3 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; 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., Robert J. Ingato, Anne Beroza and James Shanahan 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., Robert J. Ingato, Anne Beroza and James Shanahan 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 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, Robert J. Ingato, Anne Beroza and James Shanahan 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, Robert J. Ingato, Anne Beroza and James Shanahan the powers enumerated in Rule 478 of the Securities Act; RESOLVED FURTHER, that each of Ernest D. Stein, Robert J. Ingato, Anne Beroza and James Shanahan 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; RESOLVED FURTHER, that the Corporation issue and sell Debt Securities, to be issued pursuant to the Senior Indentures or Subordinated Indentures referred to below (i) by the Corporation directly to purchasers, or (ii) through such underwriters, dealers, or agents (each an "Underwriter", and collectively the "Underwriters"), acting pursuant to the Underwriting Agreement referred to below; RESOLVED FURTHER, that an Underwriting Agreement, (the "Underwriting Agreement"), between such Underwriters as an Authorized Officer may select, and upon such terms as an Authorized Officer may approve, including any amendments and supplements thereto, is hereby approved as an Underwriting Agreement for the Debt Securities; RESOLVED FURTHER, that Indentures (the "Senior Indentures") between the Corporation and such banks as an Authorized Officer may select (each a "Senior Trustee"), upon such terms and conditions as an Authorized Officer may approve, including any amendments or supplements thereto, are approved as Indentures for the Debt Securities; RESOLVED FURTHER, that Indentures (the "Subordinated Indentures") between the Corporation and such banks as an Authorized Officer may select (each a "Subordinated Trustee"), upon such terms and conditions as an Authorized Officer may approve, including any amendments and supplements thereto, are approved as Indentures for the Debt Securities; RESOLVED FURTHER, that, subject to the limitations in the foregoing resolutions, any Authorized Officer is hereby authorized to determine, in or pursuant to an Officers' Certificate signed by the Chairman, Vice Chairman, President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation, the terms of a series of Debt Securities to be issued from time to time pursuant to a Senior Indenture or a Subordinated Indenture, including denominations, maturities, interest rates, redemption provisions and issue and delivery dates to be fixed for each series of Debt Securities at the time of issuance and any other terms of the Debt Securities not inconsistent with these resolutions or the applicable Indenture; RESOLVED FURTHER, that each Authorized Officer may, in connection with the issue of each series of Debt Securities, if other than the applicable Trustee, (i) appoint an agent of the Corporation with the title of Registrar for the registration and the registration of transfer and exchange of the Debt Securities which may be issued under the applicable Indenture, (ii) appoint an agent of the Corporation with the title of Paying Agent for the payment of the principal of and interest on the Debt Securities which may be issued under the applicable Indenture, and of any premium payable upon the redemption of such series of Debt Securities, and (iii) consent to the appointment of an agent of the Trustee with the title of Authenticating Agent for the authentication of the Debt Securities which may be issued under the applicable Indenture; RESOLVED FURTHER, that, in connection with the creation of a series of Debt Securities and the authorization of the issue and sale of Debt Securities in such series, if so required, a supplement or supplements, including pricing supplements, to the Prospectus be prepared and filed with the Commission, to set forth the terms of the Debt Securities of such series approved by any Authorized Officer; RESOLVED FURTHER, that the Chairman, the Vice Chairman, the President, or any Vice President and the Secretary or any Assistant Secretary of the Corporation be, and they hereby are, authorized to execute and attest, respectively (by original or facsimile signatures), in the name and on behalf of the Corporation, and under an original or a facsimile of its corporate seal, any and all of the Debt Securities, in any one or more of the authorized denominations (which Debt Securities shall be in such form and contain such terms and provisions as any Authorized Officer or the officers executing and attesting the same shall approve, the execution and attestation thereof by such officers to be conclusive evidence of such approval) for an aggregate principal amount not in excess of the aggregate principal amount of the Debt Securities or any series thereof as determined by any Authorized Officer, except as may otherwise be provided in each Indenture, and to authenticate and deliver such Debt Securities or cause to be authenticated and delivered pursuant to the provisions of its respective Indenture to or on the written order of the Corporation signed by its Chairman, Vice Chairman, President or one of its Vice Presidents and by its Treasurer, or its Secretary, or one of its Assistant Treasurers or one of its Assistant Secretaries; RESOLVED FURTHER, that if any officer of the Corporation whose original or facsimile signature appears upon any of the Debt Securities shall cease to be such an officer prior to the issuance of such Debt Securities, the Debt Securities so signed or bearing such original or facsimile signature shall nevertheless be valid; RESOLVED FURTHER, that it may be desirable and in the best interest of the Corporation that the Debt Securities be from time to time qualified or registered for sale in various states; that the Chairman, the Vice Chairman, the President, or any Vice President and the Secretary or any Assistant Secretary hereby are authorized to determine the states in which appropriate action shall be taken to qualify or register for sale all or such part of the Debt Securities as said officers may deem advisable in order to comply with the applicable laws of any such states, and in connection therewith to execute and file all requisite papers and documents, including without limitation, applications, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process; and the execution by such officers of any such paper or document or the doing by them of any act in connection with the foregoing matters shall conclusively establish their authority therefor from the Corporation and the approval and ratification by the Corporation of the papers and documents so executed and the action so taken; and that the Board of Directors hereby adopts the form of any and all resolutions required in connection with any such applications, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process and other papers and instruments as of the time so required if (i) in the opinion of the officers of the Corporation so acting, the adoption of such resolutions is necessary or advisable, and (ii) the Secretary of the Corporation evidences such adoption by filing with the minutes of meetings of the Board of Directors copies of such resolutions, which shall thereupon be deemed to be adopted by the Board of Directors and incorporated in the minutes as a part of this resolution and with the same force and effect as if presented herewith; RESOLVED FURTHER, that the Debt Securities may be authenticated by the applicable Trustee (or any successor Trustee duly appointed under the applicable Indenture with respect to the Debt Securities) or by any duly appointed authenticating agent; provided, however, that the Debt Securities may not be authenticated by the Corporation; RESOLVED FURTHER, that the Corporation is hereby authorized to issue and sell the Debt Securities under the Corporation's Medium-Term Note Program, denominated as its Medium-Term Notes Due 9 Months or More From Date of Issue (the "Notes"), consisting of the Senior Notes, (the "Senior Notes") to be issued pursuant to the Senior Indentures and/or the Subordinated Notes ("Subordinated Notes"), to be issued pursuant to the Subordinated Indenture (the Senior Trustees and the Subordinated Trustee are referred to as the "Trustees" and the Senior Indentures and the Subordinated Indenture are referred to as the "Indentures"); RESOLVED FURTHER, that the Notes shall be sold from time to time (i) by the Corporation directly to purchasers, (ii) through such investment banks as may be approved from time to time by an Authorized Officer, as agents (the "Selling Agents"), acting pursuant to the Selling Agency Agreement referred to below and in consideration for commissions specified in or calculated or negotiated pursuant to such Selling Agency Agreement, or (iii) through such other agents as may be approved by the Chairman, Vice Chairman, President, or any Vice President; RESOLVED FURTHER, that one or more Selling Agency Agreements, by and among the Corporation and the Selling Agents, is hereby approved, with such changes and amendments as the Chairman, Vice Chairman, President, or any Vice President executing the same may approve, the execution and delivery thereof to be conclusive evidence of such approval; RESOLVED FURTHER, that, subject to the provisions of the foregoing resolutions, any Authorized Officer is hereby authorized to determine, in or pursuant to an Officers' Certificate signed by the Chairman, Vice Chairman, President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation, the denominations, maturity dates, interest rates per annum, and issue dates of the Notes and any other terms of the Notes not inconsistent with these resolutions or the applicable Indenture; 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. EX-25.1 9 file009.txt STATEMENT OF ELIGIBILITY OF TRUSTEE 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) Nevada 65-1051227 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 1211 Avenue of the Americas New York, New York 10036 (Address of principal executive offices) (Zip code) ---------- Senior/Senior Subordinated Debt Securities (Title of the indenture securities) ================================================================================ 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. Name Address ---- ------- Superintendent of Banks of the 2 Rector Street, New York, State of 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 (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. -2- 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 1st day of June, 2001. THE BANK OF NEW YORK By: /s/ THOMAS E. TABOR ------------------------------- Name: THOMAS E. TABOR Title: ASSISTANT VICE PRESIDENT -3- 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 December 31, 2000, 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 . ........................................ $ 3,083,720 Interest-bearing balances ................................... 4,949,333 Securities: Held-to-maturity securities ................................. 740,315 Available-for-sale securities ............................... 5,328,981 Federal funds sold and Securities purchased under agreements to resell .................................. 5,695,708 Loans and lease financing receivables: Loans and leases, net of unearned income .......................................... 36,590,456 LESS: Allowance for loan and lease losses ........ 598,536 LESS: Allocated transfer risk reserve ............ 12,575 Loans and leases, net of unearned income, allowance, and reserve ..................................... 35,979,345 Trading Assets ............................................... 11,912,448 Premises and fixed assets (including capitalized leases) ......................................... 763,241 Other real estate owned ...................................... 2,925 Investments in unconsolidated subsidiaries and associated companies ........................................ 183,836 Customers' liability to this bank on acceptances outstanding ................................................. 424,303 Intangible assets ............................................ 1,378,477 Other assets ................................................. 3,823,797 ----------- Total assets ................................................. $74,266,429 =========== LIABILITIES Deposits: In domestic offices ......................................... $28,328,548 Noninterest-bearing .............................. 12,637,384 Interest-bearing ................................. 15,691,164 In foreign offices, Edge and Agreement subsidiaries, and IBFs ..................................... 27,920,690 -4- Noninterest-bearing .............................. 470,130 Interest-bearing ................................. 27,450,560 Federal funds purchased and Securities sold under agreements to repurchase ......................... 1,437,916 Demand notes issued to the U.S.Treasury ...................... 100,000 Trading liabilities .......................................... 2,049,818 Other borrowed money: With remaining maturity of one year or less ................. 1,279,125 With remaining maturity of more than one year through three years ........................................ 0 With remaining maturity of more than three years ............ 31,080 Bank's liability on acceptances executed and outstanding ................................................. 427,110 Subordinated notes and debentures ............................ 1,646,000 Other liabilities ............................................ 4,604,478 ----------- Total liabilities ............................................ $67,824,765 =========== EQUITY CAPITAL Common stock ................................................. 1,135,285 Surplus ...................................................... 1,008,775 Undivided profits and capital reserves ....................... 4,308,492 Net unrealized holding gains (losses) on available-for-sale securities ............................... 27,768 Accumulated net gains (losses) on cash flow hedges ........... 0 Cumulative foreign currency translation adjustments ..................................... (38,656) ----------- Total equity capital ......................................... 6,441,664 ----------- Total liabilities and equity capital ......................... $74,266,429 =========== -5- 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 and belief. 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. Renyi Alan R. Griffith Directors Gerald L. Hassell -6- EX-25.2 10 file010.txt FORM T-1 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) BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A National Banking Association 31-0838515 (I.R.S. employer identification number) 100 East Broad Street, Columbus, Ohio 43271-0181 (Address of principal executive offices) (Zip Code) Bank One Trust Company, National Association 100 East Broad Street Columbus, Ohio 43271-0181 Attn: Steven M. Wagner, Director, (312) 407-1819 (Name, address and telephone number of agent for service) The CIT Group, Inc. (Exact name of obligor as specified in its charter) Nevada 65-1051227 (State or other jurisdiction of I.R.S. employer incorporation or organization) identification number) 1211 Avenue of the Americas New York, New York 10036 (Address of principal executive offices) (Zip Code) Senior Debt Securities (Title of Indenture Securities) Item 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. 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. 2 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. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Bank One Trust Company, NA, 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 1st day of June, 2001. Bank One Trust Company, NA, Trustee By: /s/ Christopher Holly -------------------------- Assistant Vice President 3 EXHIBIT 1 A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE NOW IN EFFECT AMENDED AND RESTATED ARTICLES OF ASSOCIATION of BANK ONE TRUST COMPANY, NA FIRST. The title of this Association shall be BANK ONE TRUST COMPANY, NA. SECOND. The main office of the Association shall be in the City of Columbus, County of Franklin, State of Ohio. The business of the Association will be limited to the fiduciary powers and the support of activities incidental to the exercise of those powers. The Association will not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency. THIRD. The Board of Directors of this Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association, or of a holding company owning the Association, with an aggregate par, fair market or equity value of not less than $1,000, as of either (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person's most recent election to the Board of Directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be used. Any vacancy in the Board of Directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The Board of Directors may not increase the number of directors between meetings of shareholders to a number which: (1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or (2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated. 4 Honorary or advisory members of the Board of Directors, without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution of a majority of the full Board of Directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the Association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares. FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the Board of Directors may designate, on the day of each year specified therefor in the Bylaws or, if that day falls on a legal holiday in the state in which the Association is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the Board of Directors or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the meeting shall be given to the shareholders by first class mail. In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by such shareholder. If the issuance of preferred stock with voting rights has been authorized by a vote of shareholders owning a majority of the common stock of the association, preferred shareholders will have cumulative voting rights and will be included within the same class as common shareholders, for purposes of elections of directors. A director may resign at any time by delivering written notice to the Board of Directors, its chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. A director may be removed by shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause, provided, however, that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal. FIFTH. The authorized amount of capital stock of this Association shall be eighty thousand shares of common stock of the par value of ten dollars ($10.00) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time 5 determine and at such price as the Board of Directors may from time to time fix. Unless otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share. Unless otherwise specified in the Articles of Association or required by law, all shares of voting stock shall be voted together as a class on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment. Shares of the same class or series may be issued as a dividend on a pro rata basis and without consideration. Shares of another class or series may be issued as share dividends in respect of a class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the Board of Directors, the record date for determining shareholders entitled to a share dividend shall be the date the Board of Directors authorizes the share dividend. Unless otherwise provided in the Bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting. If a shareholder is entitled to fractional shares pursuant to preemptive rights, a stock dividend, consolidation or merger, reverse stock split or otherwise, the Association may: (a) issue fractional shares or; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the Association's stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers, and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the Association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the Association and the proceeds paid to scriptholders. 6 The Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the Association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series. SIXTH. The Board of Directors shall appoint one of its members president of this Association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders' meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the Board of Directors in accordance with the Bylaws. The Board of Directors shall have the power to: (1) Define the duties of the officers, employees, and agents of the Association. (2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association. (3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law. (4) Dismiss officers and employees. (5) Require bonds from officers and employees and to fix the penalty thereof. (6) Ratify written policies authorized by the Association's management or committees of the board. (7) Regulate the manner in which any increase or decrease of the capital of the Association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage for shareholder approval to increase or reduce the capital. (8) Manage and administer the business and affairs of the Association. (9) Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association. (10) Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to shareholders. (11) Make contracts. (12) Generally perform all acts that are legal for a Board of Directors to perform. 7 SEVENTH. The Board of Directors shall have the power to change the location of the main office of this Association to any other place within the limits of the City of Columbus, State of Ohio, without the approval of the shareholders; and shall have the power to change the location of the main office of this Association to any other place outside the limits of the City of Columbus, State of Ohio, but not more than thirty miles beyond such limits, with the affirmative vote of shareholders owning two-thirds of the stock of the Association, subject to receipt of a certificate of approval from the Comptroller of the Currency. The Board of Directors shall have the power to establish or change the location of any branch or branches of the Association to any other location permitted under applicable law without the approval of the shareholders, subject to approval by the Office of the Comptroller of the Currency. The Board of Directors shall have the power to establish or change the location of any nonbranch office or facility of the Association without the approval of the shareholders. EIGHTH. The corporate existence of this Association shall continue until termination according to the laws of the United States. NINTH. The Board of Directors of this Association, or any shareholders owning, in the aggregate, not less than 20 percent of the stock of this Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to each shareholder of record at his/her address as shown upon the books of this Association. Unless otherwise provided by the Bylaws, any action requiring approval of shareholders must be effected at a duly called annual or special meeting. TENTH. The Association shall provide indemnification as set forth below: Every person who is or was a Director, officer or employee of the Association or of any other corporation which he served as a Director, officer or employee at the request of the Association as part of his regularly assigned duties may be indemnified by the Association in accordance with the provisions of this Article against all liability (including, without limitation, judgments, fines, penalties, and settlements) and all reasonable expenses (including, without limitation, attorneys' fees and investigative expenses) that may be incurred or paid by him in connection with any claim, action, suit or proceeding, whether civil, criminal or administrative (all referred to hereafter in this Article as "Claims") or in connection with any appeal relating thereto in which he may become involved as a party or otherwise or with which he may be threatened by reason of his being or having been a Director, officer or employee of the Association or such other corporation, or by reason of any action taken or omitted by him in his capacity as such Director, officer or employee, whether or not he continues to be such at the time such liability or expenses are incurred; provided that nothing contained in this Article shall be construed to permit indemnification of any such person who is adjudged guilty of, or liable for, willful misconduct, gross neglect of duty or criminal acts, unless, at the time such indemnification is sought, such indemnification in such instance is permissible under applicable law and regulations, including published rulings of the Comptroller of the Currency or other appropriate 8 supervisory or regulatory authority; and provided further that there shall be no indemnification of Directors, officers, or employees against expenses, penalties, or other payments incurred in an administrative proceeding or action instituted by an appropriate regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the Association. Every person who may be indemnified under the provisions of this Article and who has been wholly successful on the merits with respect to any Claim shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification under this Article shall be at the sole discretion of the Board of Directors and shall be made only if the Board of Directors or the Executive Committee acting by a quorum consisting of Directors who are not parties to such Claim shall find or if independent legal counsel (who may be the regular counsel of the Association) selected by the Board of Directors or Executive Committee whether or not a disinterested quorum exists shall render their opinion that in view of all of the circumstances then surrounding the Claim, such indemnification is equitable and in the best interests of the Association. Among the circumstances to be taken into consideration in arriving at such a finding or opinion is the existence or non-existence of a contract of insurance or indemnity under which the Association would be wholly or partially reimbursed for such indemnification, but the existence or non-existence of such insurance is not the sole circumstance to be considered nor shall it be wholly determinative of whether such indemnification shall be made. In addition to such finding or opinion, no indemnification under this Article shall be made unless the Board of Directors or the Executive Committee acting by a quorum consisting of Directors who are not parties to such Claim shall find or if independent legal counsel (who may be the regular counsel of the Association) selected by the Board of Directors or Executive Committee whether or not a disinterested quorum exists shall render their opinion that the Directors, officer or employee acted in good faith in what he reasonably believed to be the best interests of the Association or such other corporation and further in the case of any criminal action or proceeding, that the Director, officer or employee reasonably believed his conduct to be lawful. Determination of any Claim by judgment adverse to a Director, officer or employee by settlement with or without Court approval or conviction upon a plea of guilty or of nolo contendere or its equivalent shall not create a presumption that a Director, officer or employee failed to meet the standards of conduct set forth in this Article. Expenses incurred with respect to any Claim may be advanced by the Association prior to the final disposition thereof upon receipt of an undertaking satisfactory to the Association by or on behalf of the recipient to repay such amount unless it is ultimately determined that he is entitled to indemnification under this Article. The rights of indemnification provided in this Article shall be in addition to any rights to which any Director, officer or employee may otherwise be entitled by contract or as a matter of law. Every person who shall act as a Director, officer or employee of this Association shall be conclusively presumed to be doing so in reliance upon the right of indemnification provided for in this Article. 9 ELEVENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The Association's Board of Directors may propose one or more amendments to the Articles of Association for submission to the shareholders. 10 EXHIBIT 2 A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS CERTIFICATE I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "Bank One Trust Company, National Association," Columbus, Ohio, (Charter No. 16235) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this 24th day of March, 1999. /s/ John D. Hawke, Jr. --------------------------- Comptroller of the Currency 11 EXHIBIT 3 A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST POWERS CERTIFICATE I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "Bank One Trust Company, National Association," Columbus, Ohio, (Charter No. 16235) was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the authority so granted remains in full force and effect on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this 24th day of March, 1999. /s/ John D. Hawke, Jr. --------------------------- Comptroller of the Currency 12 EXHIBIT 4 A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE BANK ONE TRUST COMPANY, N.A. BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the shareholders of the Bank for the election of Directors and for the transaction of such business as may properly come before the meeting shall be held at its main office, or other convenient place duly authorized by the Board of Directors, on the same day upon which any regular or special Board meeting is held from and including the first Monday of January to, and including, the fourth Monday of February of each year, or on the next succeeding banking day, if the day fixed falls on a legal holiday. If from any cause, an election of Directors is not made on the day fixed for the regular meeting of the shareholders or, in the event of a legal holiday, on the next succeeding banking day, the Board of Directors shall order the election to be held on some subsequent day, as soon thereafter as practicable, according to the provisions of law; and notice thereof shall be given in the manner herein provided for the annual meeting. Notice of such annual meeting shall be given by or under the direction of the Secretary, or such other officer as may be designated by the Chief Executive Officer, by first-class mail, postage prepaid, to all shareholders of record of the Bank at their respective addresses as shown upon the books of the Bank mailed not less than ten days prior to the date fixed for such meeting. SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of the Bank may be called at any time by the Board of Directors or by any three or more shareholders owning, in the aggregate, not less than ten percent of the stock of the Bank. Notice of any special meeting of the shareholders called by the Board of Directors, stating the time, place and purpose of the meeting, shall be given by or under the direction of the Secretary, or such other officer as is designated by the Chief Executive Officer, by first-class mail, postage prepaid, to all shareholders of record of the Bank at their respective addresses as shown upon the books of the Bank mailed not less than ten days prior to the date fixed for such meeting. Any special meeting of shareholders shall be conducted and its proceedings recorded in the manner prescribed in these By-Laws for annual meetings of shareholders. 13 SECTION 1.03. SECRETARY OF MEETING OF SHAREHOLDERS. The Board of Directors may designate a person to be the secretary of the meeting of shareholders. In the absence of a presiding officer, as designated by these By-Laws, the Board of Directors may designate a person to act as the presiding officer. In the event the Board of Directors fails to designate a person to preside at a meeting of shareholders and a secretary of such meeting, the shareholders present or represented shall elect a person to preside and a person to serve as secretary of the meeting. The secretary of the meeting of shareholders shall cause the returns made by the judges of election and other proceedings to be recorded in the minute books of the Bank. The presiding officer shall notify the Directors-elect of their election and to meet forthwith for the organization of the new Board of Directors. The minutes of the meeting shall be signed by the presiding officer and the secretary designated for the meeting. SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many as three shareholders to be judges of the election, who shall hold and conduct the same, and who shall, after the election has been held, notify, in writing over their signatures, the secretary of the meeting of shareholders of the result thereof and the names of the Directors elected; provided, however, that upon failure for any reason of any judge or judges of election, so appointed by the Directors, to serve, the presiding officer of the meeting shall appoint other shareholders or their proxies to fill the vacancies. The judges of election, at the request of the chairman of the meeting, shall act as tellers of any other vote by ballot taken at such meeting, and shall notify, in writing over their signature, the secretary of the Board of Directors of the result thereof. SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of record, who is qualified to vote under the provisions of Federal Law, shall have the right to vote the number of shares of record in such shareholder's name for as many persons as there are Directors to be elected, or to cumulate such shares as provided by Federal Law. In deciding all other questions at meetings of shareholders, each shareholder shall be entitled to one vote on each share of stock of record in such shareholder's name. Shareholders may vote by proxy duly authorized in writing. All proxies used at the annual meeting shall be secured for that meeting only, or any adjournment thereof, and shall be dated, if not dated by the shareholder, as of the date of the receipt thereof. No officer or employee of this Bank may act as proxy. SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the capital stock of the Bank, eligible to be voted, present either in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders, but shareholders present at any meeting and constituting less than a quorum may, without further notice, adjourn the meeting from time to time until a quorum is obtained. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association. ARTICLE II DIRECTORS SECTION 2.01. QUALIFICATIONS. Each Director shall have the qualifications prescribed by law. No person elected as a Director may exercise any of the powers of office until such Director has taken the oath of such office. SECTION 2.02. VACANCIES. Directors of the Bank shall hold office for one year or until their successors are elected and qualified. Any vacancy in the Board shall be filled by 14 appointment of the remaining Directors, and any Director so appointed shall hold office until the next election. SECTION 2.03. ORGANIZATION MEETING. The Directors elected by the shareholders shall meet for organization of the new Board of Directors at the time and place fixed by the presiding officer of the annual meeting. If at the time fixed for such meeting there is no quorum present, the Directors in attendance may adjourn from time to time until a quorum is obtained. A majority of the number of Directors elected by the shareholders shall constitute a quorum for the transaction of business. SECTION 2.04. REGULAR MEETINGS. The regular meetings of the Board of Directors shall be held at such date, time and place as the Board may previously designate, or should the Board fail to so designate, at such date, time and place as the Chairman of the Board, Chief Executive Officer, or President may fix. Whenever a quorum is not present, the Directors in attendance shall adjourn the meeting to a time not later than the date fixed by the By-Laws for the next succeeding regular meeting of the Board. Members of the Board of Directors may participate in such meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another. SECTION 2.05. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held at the call of the Chairman of the Board, Chief Executive Officer, or President, or at the request of two or more Directors. Any special meeting may be held at such place and at such time as may be fixed in the call. Written or oral notice shall be given to each Director not later than the day next preceding the day on which the special meeting is to be held, which notice may be waived in writing. The presence of a Director at any meeting of the Board of Directors shall be deemed a waiver of notice thereof by such Director. Whenever a quorum is not present, the Directors in attendance shall adjourn the special meeting from day to day until a quorum is obtained. Members of the Board of Directors may participate in such meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another. SECTION 2.06. QUORUM. A majority of the Directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a lesser number may adjourn any meeting, from time-to-time, and the meeting may be held, as adjourned, without further notice. When, however, less than a quorum as herein defined, but at least one-third and not less than two of the authorized number of Directors are present at a meeting of the Directors, business of the Bank may be transacted and matters before the Board approved or disapproved by the unanimous vote of the Directors present. SECTION 2.07. COMPENSATION. Each member of the Board of Directors shall receive such fees for attendance at Board and Board committee meetings and such fees for service as a Director, irrespective of meeting attendance, as from time to time are fixed by resolution of the Board; provided, however, that payment hereunder shall not be made to a Director for meetings attended and/or Board service which are not for the Bank's sole 15 benefit and which are concurrent and duplicative with meetings attended or Board service for an affiliate of the Bank for which the Director receives payment; and provided further that fees hereunder shall not be paid in the case of any Director in the regular employment of the Bank or of one of its affiliates. Each member of the Board of Directors, whether or not such Director is in the regular employment of the Bank or of one of its affiliates, shall be reimbursed for travel expenses incident to attendance at Board and Board committee meetings. SECTION 2.08. EXECUTIVE COMMITTEE. There may be a standing committee of the Board of Directors known as the Executive Committee which shall possess and exercise, when the Board is not in session, all the powers of the Board that may lawfully be delegated. The Executive Committee shall consist of at least three Board members, one of whom shall be the Chairman of the Board, Chief Executive Officer or the President. The other members of the Executive Committee shall be appointed by the Chairman of the Board, the Chief Executive Officer, or the President, with the approval of the Board, and who shall continue as members of the Executive Committee until their successors are appointed, provided, however, that any member of the Executive Committee may be removed by the Board upon a majority vote thereof at any regular or special meeting of the Board. The Chairman, Chief Executive Officer, or President shall fill any vacancy in the Executive Committee by the appointment of another Director, subject to the approval of the Board of Directors. The Executive Committee shall meet at the call of the Chairman, Chief Executive Officer, or President or any two members thereof at such time or times and place as may be designated. In the event of the absence of any member or members of the Executive Committee, the presiding member may appoint a member or members of the Board to fill the place or places of such absent member or members to serve during such absence. Two members of the Executive Committee shall constitute a quorum. When neither the Chairman of the Board, the Chief Executive Officer, nor President are present, the Executive Committee shall appoint a presiding officer. The Executive Committee shall report its proceedings and the action taken by it to the Board of Directors. SECTION 2.09. OTHER COMMITTEES. The Board of Directors may appoint such special committees from time to time as are in its judgment necessary in the interest of the Bank. ARTICLE III OFFICERS, MANAGEMENT STAFF AND EMPLOYEES SECTION 3.01. OFFICERS AND MANAGEMENT STAFF. (a) The executive officers of the Bank shall include a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Secretary, Security Officer, and may include one or more Senior Managing Directors or Managing Directors. The Chairman of the Board, Chief Executive Officer, President, any Senior Managing Director, any Managing Director, Chief Financial Officer, Secretary, and Security Officer shall be elected by the Board. The Chairman of the Board, Chief Executive Officer, and the President shall be elected by the Board from their own number. Such officers as the Board shall elect from their own number shall hold office from the date of their election as officers until the organization meeting of the Board of Directors following the next annual meeting of shareholders, provided, however, that such officers may be relieved of their duties at any time by action of the Board of Directors, in which event all the powers incident to their office shall immediately terminate. The Chairman of the Board, Chief Executive Officer, or the President shall preside at all meetings of shareholders and meetings of the Board of Directors. 16 (b) The management staff of the Bank shall include officers elected by the Board, officers appointed by the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, the Chief Financial Officer, and such other persons in the employment of the Bank who, pursuant to authorization by a duly authorized officer of the Bank, perform management functions and have management responsibilities. Any two or more offices may be held by the same person except that no person shall hold the office of Chairman of the Board, Chief Executive Officer and/or President and at the same time also hold the office of Secretary. (c) Except as provided in the case of the elected officers who are members of the Board, all officers and employees, whether elected or appointed, shall hold office at the pleasure of the Board. Except as otherwise limited by law or these By-Laws, the Board assigns to the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, the Chief Financial Officer, and/or each of their respective designees the authority to control all personnel, including elected and appointed officers and employees of the Bank, to employ or direct the employment of such officers and employees as he or she may deem necessary, including the fixing of salaries and the dismissal of such officers and employees at pleasure, and to define and prescribe the duties and responsibilities of all officers and employees of the Bank, subject to such further limitations and directions as he or she may from time to time deem appropriate. (d) The Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, the Chief Financial Officer, and any other officer of the Bank, to the extent that such officer is authorized in writing by the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, or the Chief Financial Officer may appoint persons other than officers who are in employment of the Bank to serve in management positions and in connection therewith, the appointing officer may assign such title, salary, responsibilities and functions as are deemed appropriate, provided, however, that nothing contained herein shall be construed as placing any limitation on the authority of the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, or the Chief Financial Officer as provided in this and other sections of these By-Laws. (e) The Senior Managing Directors and the Managing Directors of the Bank shall have general and active authority over the management of the business of the Bank, shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall do or cause to be done all things necessary or proper to carry on the business of the Bank in accordance with provisions of applicable law and regulations. Each Senior Managing Director and Managing Director shall perform all duties incident to his or her office and such other and further duties, as may from time to time be required by the Chief Executive Officer, the President, the Board of Directors, or the shareholders. The specification of authority in these By-Laws wherever and to whomever granted shall not be construed to limit in any manner the general powers of delegation granted to a Senior Managing Director or a Managing Director in conducting the business of the Bank. In the absence of a Senior Managing Director or a Managing Director, such officer as is designated by the Senior Managing Director or the Managing Director shall be vested with all the powers and perform all the duties of the Senior Managing Director or the Managing Director as defined by these By-Laws. 17 (f) Each Managing Director who is assigned oversight of one or more trust service offices shall appoint a management committee known as the Investment Management and Trust Committee consisting of the Managing Director of the trust service offices and at least three other members who shall be capable and experienced officers of the Bank appointed from time to time by the Managing Director and who shall continue as members of the Investment Management and Trust Committee until their successors are appointed, provided, however, that any member of the Investment Management and Trust Committee may be removed by the Managing Director as provided in this and other sections of these By-Laws. The Managing Director shall fill any vacancy in the Investment Management and Trust Committee by the appointment of another capable and experienced officer of the Bank. Each Investment Management and Trust Committee shall meet at such date, time and place as the Managing Director shall fix. In the event of the absence of any member or members of the Investment Management and Trust Committee, the Managing Director may, in his or her discretion, appoint another officer of the Bank to fill the place or places of such absent member or members to serve during such absence. A majority of each Investment Management and Trust Committee shall constitute a quorum. Each Investment Management and Trust Committee shall carry out the policies of the Bank, as adopted by the Board of Directors, which shall be formulated and executed in accordance with State and Federal Law, Regulations of the Comptroller of the Currency, and sound fiduciary principles. In carrying out the policies of the Bank, each Investment Management and Trust Committee is hereby authorized to establish management teams whose duties and responsibilities shall be specifically set forth in the policies of the Bank. Each such management team shall report such proceedings and the actions taken thereby to the Investment Management and Trust Committee. Each Managing Director shall then report such proceedings and the actions taken thereby to the Board of Directors. SECTION 3.02. POWERS AND DUTIES OF MANAGEMENT STAFF. Pursuant to the fiduciary powers granted to this Bank under the provisions of Federal Law and Regulations of the Comptroller of the Currency, the Chairman of the Board, the Chief Executive Officer, the President, the Senior Managing Directors, the Managing Directors, the Chief Financial Officer, and those officers so designated and authorized by the Chairman of the Board, the Chief Executive Officer, the President, the Senior Managing Directors, the Managing Directors, or the Chief Financial Officer are authorized for and on behalf of the Bank, and to the extent permitted by law, to make loans and discounts; to purchase or acquire drafts, notes, stocks, bonds, and other securities for investment of funds held by the Bank; to execute and purchase acceptances; to appoint, empower and direct all necessary agents and attorneys; to sign and give any notice required to be given; to demand payment and/or to declare due for any default any debt or obligation due or payable to the Bank upon demand or authorized to be declared due; to foreclose any mortgages; to exercise any option, privilege or election to forfeit, terminate, extend or renew any lease; to authorize and direct any proceedings for the collection of any money or for the enforcement of any right or obligation; to adjust, settle and compromise all claims of every kind and description in favor of or against the Bank, and to give receipts, releases and discharges therefor; to borrow money and in connection therewith to make, execute and deliver notes, bonds or other evidences of indebtedness; to pledge or hypothecate any securities or any stocks, bonds, notes or any property real or personal held or owned by the Bank, or to rediscount any notes or other obligations held or owned by the Bank, whenever in his or her judgment it is reasonably necessary for the operation of the Bank; and in furtherance of and in addition to the powers hereinabove set forth to do all such acts and to take all such proceedings as in his or her judgment are necessary and incidental to the operation of the Bank. SECTION 3.03. SECRETARY. The Secretary or such other officers as may be designated by the Chief Executive Officer shall have supervision and control of the records of the Bank and, 18 subject to the direction of the Chief Executive Officer, shall undertake other duties and functions usually performed by a corporate secretary. Other officers may be designated by the Secretary as Assistant Secretary to perform the duties of the Secretary. SECTION 3.04. EXECUTION OF DOCUMENTS. Any member of the Bank's management staff or any employee of the Bank designated as an officer on the Bank's payroll system is hereby authorized for and on behalf of the Bank to sell, assign, lease, mortgage, transfer, deliver and convey any real or personal property, including shares of stock, bonds, notes, certificates of indebtedness (including the assignment and redemption of registered United States obligations) and all other forms of intangible property now or hereafter owned by or standing in the name of the Bank, or its nominee, or held by the Bank as collateral security, or standing in the name of the Bank, or its nominee, in any fiduciary capacity or in the name of any principal for whom this Bank may now or hereafter be acting under a power of attorney or as agent, and to execute and deliver such partial releases from any discharges or assignments of mortgages and assignments or surrender of insurance policies, deeds, contracts, assignments or other papers or documents as may be appropriate in the circumstances now or hereafter held by the Bank in its own name, in a fiduciary capacity, or owned by any principal for whom this Bank may now or hereafter be acting under a power of attorney or as agent; provided, however, that, when necessary, the signature of any such person shall be attested or witnessed in each case by another officer of the Bank. Any member of the Bank's management staff or any employee of the Bank designated as an officer on the Bank's payroll system is hereby authorized for and on behalf of the Bank to execute any indemnity and fidelity bonds, trust agreements, proxies or other papers or documents of like or different character necessary, desirable or incidental to the appointment of the Bank in any fiduciary capacity, the conduct of its business in any fiduciary capacity, or the conduct of its other banking business; to sign and issue checks, drafts, orders for the payment of money and certificates of deposit; to sign and endorse bills of exchange, to sign and countersign foreign and domestic letters of credit, to receive and receipt for payments of principal, interest, dividends, rents, fees and payments of every kind and description paid to the Bank, to sign receipts for money or other property acquired by or entrusted to the Bank, to guarantee the genuineness of signatures on assignments of stocks, bonds or other securities, to sign certifications of checks, to endorse and deliver checks, drafts, warrants, bills, notes, certificates of deposit and acceptances in all business transactions of the Bank; also to foreclose any mortgage, to execute and deliver receipts for any money or property; also to sign stock certificates for and on behalf of this Bank as transfer agent or registrar, and to authenticate bonds, debentures, land or lease trust certificates or other forms of security issued pursuant to any indenture under which this Bank now or hereafter is acting as trustee or in any other fiduciary capacity; to execute and deliver various forms of documents or agreements necessary to effectuate certain investment strategies for various fiduciary or custody customers of the Bank, including, without limitation, exchange funds, options, both listed and over-the-counter, commodities trading, futures trading, hedge funds, limited partnerships, venture capital funds, swap or collar transactions and other similar investment vehicles for which the Bank now or in the future may deem appropriate for investment of fiduciary customers or in which non-fiduciary customers may direct investment by the Bank. 19 Without limitation on the foregoing, the Chief Executive Officer, Chairman of the Board, or President of the Bank shall have the authority from time to time to appoint officers of the Bank as Vice President for the sole purpose of executing releases or other documents incidental to the conduct of the Bank's business in any fiduciary capacity where required by state law or the governing document. In addition, other persons in the employment of the Bank or its affiliates may be authorized by the Chief Executive Officer, Chairman of the Board, President, Senior Managing Directors, Managing Directors, or Chief Financial Officer to perform acts and to execute the documents described in the paragraph above, subject, however, to such limitations and conditions as are contained in the authorization given to such person. SECTION 3.05. PERFORMANCE BOND. All officers and employees of the Bank shall be bonded for the honest and faithful performance of their duties for such amount as may be prescribed by the Board of Directors. ARTICLE IV STOCKS AND STOCK CERTIFICATES SECTION 4.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be evidenced by certificates which shall bear the signature of the Chairman of the Board, the Chief Executive Officer, or the President (which signature may be engraved, printed or impressed), and shall be signed manually by the Secretary, or any other officer appointed by the Chief Executive Officer for that purpose. In case any such officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Bank with the same effect as if such officer had not ceased to be such at the time of its issue. Each such certificate shall bear the corporate seal of the Bank, shall recite on its face that stock represented thereby is transferable only upon the books of the Bank when properly endorsed and shall recite such other information as is required by law and deemed appropriate by the Board. The corporate seal may be facsimile engraved or printed. SECTION 4.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall be transferable only upon the stock transfer books of the Bank and, except as hereinafter provided, no transfer shall be made or new certificates issued except upon the surrender for cancellation of the certificate or certificates previously issued therefor. In the case of the loss, theft, or destruction of any certificate, a new certificate may be issued in place of such certificate upon the furnishing of an affidavit setting forth the circumstances of such loss, theft, or destruction and indemnity satisfactory to the Chairman of the Board, the Chief Executive Officer, or the President. The Board of Directors or the Chairman of the Board, Chief Executive Officer, or the President may authorize the issuance of a new certificate therefor without the furnishing of indemnity. Stock transfer books, in which all transfers of stock shall be recorded, shall be provided. The stock transfer books may be closed for a reasonable period and under such conditions as the Board of Directors may at 20 any time determine, for any meeting of shareholders, the payment of dividends or any other lawful purpose. In lieu of closing the transfer books, the Board of Directors may, in its discretion, fix a record date and hour constituting a reasonable period prior to the day designated for the holding of any meeting of the shareholders or the day appointed for the payment of any dividend, or for any other purpose at the time as of which shareholders entitled to notice of and to vote at any such meeting or to receive such dividend or to be treated as shareholders for such other purpose shall be determined, and only shareholders of record at such time shall be entitled to notice of or to vote at such meeting or to receive such dividends or to be treated as shareholders for such other purpose. ARTICLE V MISCELLANEOUS PROVISIONS SECTION 5.01. SEAL. The seal of the Bank shall be circular in form with "SEAL" in the center, and the name "BANK ONE TRUST COMPANY, NA" located clockwise around the upper half of the seal. SECTION 5.02. MINUTE BOOK. The organization papers of this Bank, the Articles of Association, the returns of judges of elections, the By-Laws and any amendments thereto, the proceedings of all regular and special meetings of the shareholders and of the Board of Directors, and reports of the committees of the Board of Directors shall be recorded in the minute books of the Bank. The minutes of each such meeting shall be signed by the presiding officer and attested by the secretary of the meeting. SECTION 5.03. CORPORATE POWERS. The corporate existence of the Bank shall continue until terminated in accordance with the laws of the United States. The purpose of the Bank shall be to carry on the general business of a commercial bank trust department and to engage in such activities as are necessary, incident, or related to such business. The Articles of Association of the Bank shall not be amended, or any other provision added elsewhere in the Articles expanding the powers of the Bank, without the prior approval of the Comptroller of the Currency. SECTION 5.04. AMENDMENT OF BY-LAWS. The By-Laws may be amended, altered or repealed, at any regular or special meeting of the Board of Directors, by a vote of a majority of the Directors. 21 As amended April 24, 1991 Section 3.01 (Officers and Management Staff) Section 3.02 (Chief Executive Officer) Section 3.03 (Powers and Duties of Officers and Management Staff) Section 3.05 (Execution of Documents) As amended January 27, 1995 Section 2.04 (Regular Meetings) Section 2.05 (Special Meetings) Section 3.01(f) (Officers and Management Staff) Section 3.03(e) (Powers and Duties of Officers and Management Staff) Section 5.01 (Seal) Amended and restated in its entirety effective May 1, 1996 As amended August 1, 1996 Section 2.09 (Trust Examining Committee) Section 2.10 (Other Committees) As amended October 16, 1997 Section 3.01 (Officers and Management Staff) Section 3.02 (Powers and Duties of Officers and Management Staff) Section 3.04 (Execution of Documents) As amended January 1, 1998 Section 1.01 (Annual Meeting) 22 EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT June 1, 2001 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: In connection with the qualification of an indenture between The CIT Group, Inc. and Bank One Trust Company, NA, 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, Bank One Trust Company, NA By: /s/ Christopher Holly ------------------------ Assistant Vice President 23 EXHIBIT 7
Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 12/31/00 State #: 391581 FFIEC 032 Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page RC-1 City, State Zip: Columbus, OH 43271 Transit #: 04400003
Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for December 31, 2000 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 C300 ---- ASSETS 1. Cash and balances due from depository institutions (from Schedule RCON RC-A): ---- a. Noninterest-bearing balances and currency and coin(1) ............... 0081 64,969 1.a b. Interest-bearing balances(2) ........................................ 0071 0 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 4,286 2.b 3. Federal funds sold and securities purchased under agreements to resell .. 1350 1,056,754 3. 4. Loans and lease financing receivables: RCON a. Loans and leases, net of unearned income (from Schedule ---- RC-C) ............................................................... 2122 346,052 4.a b. LESS: Allowance for loan and lease losses ........................... 3123 372 4.b c. LESS: Allocated transfer risk reserve ............................... 3128 0 4.c RCON d. Loans and leases, net of unearned income, allowance, and ---- reserve (item 4.a minus 4.b and 4.c) ................................ 2125 345,680 4.d 5. Trading assets (from Schedule RD-D) ...................................... 3545 0 5. 6. Premises and fixed assets (including capitalized leases) ................. 2145 21,835 6. 7. Other real estate owned (from Schedule RC-M) ............................. 2150 0 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ........................................... 2130 0 8. 9. Customers' liability to this bank on acceptances outstanding ............. 2155 0 9. 10. Intangible assets (from Schedule RC-M) ................................... 2143 13,697 10. 11. Other assets (from Schedule RC-F) ........................................ 2160 131,390 11. 12. Total assets (sum of items 1 through 11) ................................. 2170 1,638,611 12.
- ---------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. 24
Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 12/31/00 State #: 391581 FFIEC 032 Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page RC-2 City, State Zip: Columbus, OH 43271 Transit #: 04400003
Schedule RC-Continued
Dollar Amounts in Thousands --------- LIABILITIES 13. Deposits: RCON a. In domestic offices (sum of totals of columns A and C ---- from Schedule RC-E, part 1) ......................................... 2200 1,410,826 13.a (1) Noninterest-bearing(1) ....................................... 6631 830,363 13.a1 (2) Interest-bearing ............................................. 6636 580,463 13.a2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)... (1) Noninterest bearing (2) Interest-bearing 14. Federal funds purchased and securities sold under agreements to repurchase: ........................................................... RCFD 2800 0 14 15. a. Demand notes issued to the U.S. Treasury ............................ RCON 2840 0 15.a b. Trading Liabilities (from Schedule RC-D) ............................ RCFD 3548 0 15.b RCON 16. Other borrowed money: ---- a. With original maturity of one year or less .......................... 2332 0 16.a b. With original maturity of more than one year. ....................... A547 0 16.b c. With original maturity of more than three years ..................... A548 0 16.c 17. Not applicable 18. Bank's liability on acceptance executed and outstanding .................. 2920 0 18. 19. Subordinated notes and debentures ........................................ 3200 0 19. 20. Other liabilities (from Schedule RC-G) ................................... 2930 75,186 20. 21. Total liabilities (sum of items 13 through 20) ........................... 2948 1,486,012 21. 22. Not applicable EQUITY CAPITAL 23. Perpetual preferred stock and related surplus ............................ 3838 0 23. 24. Common stock ............................................................. 3230 800 24. 25. Surplus (exclude all surplus related to preferred stock) ................. 3839 45,157 25. 26. a. Undivided profits and capital reserves .............................. 3632 106,620 26.a b. Net unrealized holding gains (losses) on available-for-sale securities .......................................................... 8434 22 26.b c. Accumulated net gains (losses) on cash flow hedges .................. 4336 0 26.c 27. Cumulative foreign currency translation adjustments 28. Total equity capital (sum of items 23 through 27) ........................ 3210 152,599 28. 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, and 28) .................................... 3300 1,638,611 29.
Memorandum To be reported only with the May 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 -------- Number during 1996 ................. RCFD 6724 ............. | N/A | M.1. --------
1 = Independent audit of the bank conducted in accordance with 4 = Directors' examination of the bank performed by other generally accepted auditing standards by a certified external auditors (may be required by state chartering public accounting firm which submits a report on the bank authority) 2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external conducted in accordance with generally accepted auditing auditors standards by a certified public accounting firm which external submits a report on the consolidated holding 6 = Compilation of the bank's financial statements by auditors company (but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified 8 = No external audit work public accounting firm (may be required by state chartering authority)
- ---------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. 25 -----END PRIVACY-ENHANCED MESSAGE-----