POS AM 1 e14093posam.txt POST EFFECTIVE AMENDMENT TO FORM S-3 As filed with the Securities and Exchange Commission on January 3, 2003 Registration No. 333-64529-01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 To FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 CIT GROUP INC. (Exact name of registrant specified in its charter) Delaware 6146 65-1051227 (State or other jurisdiction (Primary Standard (I.R.S. Employer of incorporation or Industrial Classification Identification No.) organization) Code Number) 1211 Avenue of the Americas New York, New York 10036 (212) 536-1950 (Address of principal executive offices) ROBERT J. INGATO, esq. Copies to: Executive Vice President and General Counsel PAUL N. WATTERSON, ESQ. CIT GROUP INC. SCHULTE ROTH & ZABEL LLP 1 CIT Drive, 919 Third Avenue Livingston, NJ 07039 New York, New York 10022 (973) 740-5000 (Name and address of agent for service) ================================================================================ TERMINATION OF REGISTRATION This Post-Effective Amendment No.1 relates to the Registration Statement on Form S-3 (Registration No. 333-64529-01) which was filed on September 29, 1998 and became effective on June 14, 1999 (the "Registration Statemement"), and which pertains only to the registration by the undersigned Registrant of the limited guarantee thereunder. The name of the Registrant at the time the Registration Statement for the limited guarantee was filed was The CIT Group, Inc. No limited guarantees have been issued by the Registrant pursuant to this Registration Statement. The undersigned Registrant hereby removes and withdraws from registration the limited guarantee registered pursuant to Registration Statement No. 333-64529-01. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post Effective Amendment No. 1 to 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 December 16, 2002. CIT GROUP INC. By: /s/ Robert J. Ingato -------------------------------------- Robert J. Ingato Executive Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature and Title Date ------------------- ---- /s/ Albert R. Gamper, Jr. December 16, 2002 ------------------------------------------------ Albert R. Gamper, Jr. President, Chief Executive Officer, and Director (Principal executive officer) /s/ John S. Chen December 16, 2002 ------------------------------------------------ John S. Chen Director /s/ William A. Farlinger December 16, 2002 ------------------------------------------------ William A. Farlinger Director /s/ Thomas H. Kean December 16, 2002 ------------------------------------------------ Thomas H. Kean Director /s/ Edward J. Kelly, III December 16, 2002 ------------------------------------------------ Edward J. Kelly, III Director /s/ Peter J. Tobin December 18, 2002 ------------------------------------------------ Peter J. Tobin Director /s/ Joseph M. Leone December 16, 2002 ------------------------------------------------ Joseph M. Leone Executive Vice President, Chief Financial Officer and Director (principal financial and accounting officer)