-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Q3Q6qPwlysBwkuJ6borfeXsDROqYqiD77y2ZFZW8apn78wJ0ogyGIXGw0qe5pJjk mvlE4AvUv1/tFnUWaDZttA== 0000891092-95-000014.txt : 19950515 0000891092-95-000014.hdr.sgml : 19950515 ACCESSION NUMBER: 0000891092-95-000014 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950215 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIT GROUP SECURITIZATION CORP II CENTRAL INDEX KEY: 0000931494 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 223328188 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-85224 FILM NUMBER: 95511440 BUSINESS ADDRESS: STREET 1: 650 CIT DR CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 2017405000 MAIL ADDRESS: STREET 2: 650 CIT DRIVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIT GROUP HOLDINGS INC /DE/ CENTRAL INDEX KEY: 0000020388 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 132994534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-85224-01 FILM NUMBER: 95511441 BUSINESS ADDRESS: STREET 1: 1211 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125361950 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: CIT FINANCIAL CORP/OLD/ DATE OF NAME CHANGE: 19860512 POS AM 1 POST EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on February 15, 1995 Registration No. 33-85224 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-11 and Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ The CIT Group Securitization Corporation II The CIT Group Holdings, Inc. (Exact name of each registrant as specified in its governing instruments) ------------------ Delaware 22-3328188 Delaware 13-2994534 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 650 CIT Drive Livingston, New Jersey 07039 (201) 740-5000 (Address of principal executive office) ------------------ ERNEST D. STEIN Executive Vice President, General Counsel & Secretary The CIT Group Holdings, Inc. 1211 Avenue of the Americas New York, New York 10036 (Name and address of agent for service) Please send copies of all communications to: PAUL N. WATTERSON, JR. Schulte Roth & Zabel 900 Third Avenue New York, New York 10022 ------------------ Approximate date of commencement of proposed sale of securities to the public: From time to time after the effective date of this Amendment. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.| | If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.|X| ------------------ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 35. Financial Statements and Exhibits (a) Financial Statements: Not Applicable (b) Exhibits: 1.1* Form of Underwriting Agreement 3(i).1* Certificate of Incorporation of The CIT Group Securitization Corporation II 3(i).2 Certificate of Amendment of the Certificate of Incorporation of The CIT Group Securitization Corporation II 3(ii).1* Bylaws of The CIT Group Securitization Corporation II 4.1* Form of Pooling and Servicing Agreement 4.2* Form of Limited Guarantee 5.1* Opinion and Consent of Schulte Roth & Zabel 8.1* Opinion of Schulte Roth & Zabel as to tax matters 10.1* Form of Sale and Purchase Agreement 10.2* Form of Subsequent Sale and Purchase Agreement 12.1* Computation of Ratios of Earnings to Fixed Charges 24.1* Consent of Schulte Roth & Zabel (included as part of Exhibit 5.1) 24.2* Consent of KPMG Peat Marwick LLP 25.1* Powers of attorney of The CIT Group Securitization Corporation II (included on page II-3) 25.2* Powers of attorney of The CIT Group Holdings, Inc. -------------- * Previously Filed Item 36. Undertakings. The undersigned registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and II-1 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by CIT pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective. (5) That, for purposes of determining any liability under Securities Act, each filing of CIT's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof. The undersigned Registrants hereby agree to provide to the underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Livingston, State of New Jersey, on February 15, 1995 THE CIT GROUP SECURITIZATION CORPORATION II By: /s/ JAMES J. EGAN, JR. ---------------------------------------- Name: James J. Egan, Jr. Title: President *By: /s/ JAMES J. EGAN, JR. ---------------------------------------- Name: James J. Egan, Jr. Title: Attorney-in-Fact POWER OF ATTORNEY Each person whose signature to this Registration Statement appears below hereby constitutes and appoints James J. Egan, Jr., Joseph M. Leone and Norman H. Rosen, or any of them (with the full power of each of them to act alone), as his true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file all amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as part of or in connection with this Registration Statement or the amendments thereto, and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- * President and Director February 15, 1995 - ----------------- James J. Egan, Jr. * Executive Vice President and Director February 15, 1995 - ----------------- Joseph M. Leone * Vice President and Director February 15, 1995 - ----------------- Edward A. Farley * Vice President, Treasurer and Controller February 15, 1995 - ----------------- (principal financial and accounting officer) Robin H. Gordon II-3 Original powers of attorney authorizing James J. Egan, Jr., Joseph M. Leone and Norman H. Rosen and each of them to sign the Registration Statement and amendments thereto on behalf of the directors and officers of the Registrant indicated above are held by the Corporation and available for examination pursuant to Item 302(b) of Registration S-T. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York and State of New York, on February 15, 1995. THE CIT GROUP HOLDINGS, INC. By: /s/ ERNEST D. STEIN -------------------------------- Ernest D. Stein Executive Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature and Title Date ------------------- ---- * - ------------------------------------------------ Albert R. Gamper, Jr. President, Chief, Executive Officer, and Director (principal executive officer) * - ------------------------------------------------ Hisao Kobayashi Director * - ------------------------------------------------ *By /s/ ERNEST D. STEIN Michio Murata ------------------- Director Ernest D. Stein Attorney-in-fact * - ------------------------------------------------ February 15, 1995 Joseph A. Pollicino Director * - ------------------------------------------------ Paul N. Roth Director * - ------------------------------------------------ Hideo Kitahara Director II-5 Signature and Title Date ------------------- ---- * - ------------------------------------------------ Peter J. Tobin Director * - ------------------------------------------------ Toshiji Tokiwa Director * - ------------------------------------------------ Keiji Torii Director * - ------------------------------------------------ William H. Turner Director /s/ JOSEPH J. CARROLL February 15, 1995 - ------------------------------------------------ Joseph J. Carroll Executive Vice President and Chief Financial Officer (principal financial and accounting officer) Original powers of attorney authorizing Albert R. Gamper, Jr., Ernest D. Stein, and Donald J. Rapson and each of them to sign the Registration Statement and amendments thereto on behalf of the directors and officers of the Registrant indicated above are held by The CIT Group Holdings, Inc. and available for examination pursuant to Item 302(b) of Regulation S-T. II-6 EX-3 2 EXHIBIT 3(I).2 Exhibit 3(i).2 Certificate of Amendment of the Certificate of Incorporation of The CIT Group Securitization Corporation II CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF THE CIT GROUP SECURITIZATION CORPORATION II * * * * * * THE CIT GROUP SECURITIZATION CORPORATION II, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the board, adopted a resolution proposing and declaring advisable the certain amendments to the Certificate of Incorporation of said corporation. The resolutions setting forth the proposed amendments are as follows: RESOLVED, that the Certificate of Incorporation of The CIT Group Securitization Corporation II be amended by changing the ELEVENTH Article thereof so that, as amended, said Article shall be and shall read in its entirety as follows: "ELEVENTH: The Corporation will not issue any securities (other than common stock of the Corporation), nor will it act as settlor or depositor of any trust or other entity which issues securities of any securities, if either such action would result in the downgrading by any nationally recognized statistical rating organization (as defined in Rule 15c3-1 under the Securities Exchange Act of 1934 or any successor Rule) of any outstanding securities of either the Corporation or any trust or other entity of which the Corporation is the settlor or depositor (an "NRSO"), which securities are then rated by such nationally recognized statistical rating organization." RESOLVED, that the Certificate of Incorporation of The CIT Group Securitization Corporation II be amended and changing the TWELFTH Article thereof so that, as amended, said Article shall read in its entirety and shall be as follows: "TWELFTH: In the event Moody's Investor's Service, Inc.'s (hereinafter referred to as "Moody's") rating of the long-term debt of The CIT Group Holding's, Inc. falls below A-2, one additional Independent Director shall be elected to the Board of Directors of the Corporation." RESOLVED, that the Certificate of Incorporation of The CIT Group Securitization Corporation II be amended by adding in its entirety the following Article THIRTEENTH and shall read in its entirety and shall be as follows: "THIRTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation, provided that, none of Articles THIRD, FIFTH, EIGHTH, NINTH, TENTH, ELEVENTH or TWELFTH shall be amended without the affirmative vote of all the directors, including the Independent Director, or if there is more than one, all of the Independent Directors. The Corporation shall provide notice to each NRSO of any amendment to any of Articles THIRD, FIFTH, EIGHTH, NINTH, TENTH, ELEVENTH or TWELFTH within a reasonable period of time after the adoption of such amendment." SECOND: That thereafter, pursuant to resolution of its Board of Directors, the sole shareholder of said corporation, did consent in lieu of an annual meeting, to the Amendment to the Certificate of Incorporation adopted by the Board of Directors, in accordance with the applicable provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid Amendment was duly adopted in accordance with the applicable provisions of Sections 141(f), 228 and 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF said THE CIT GROUP SECURITIZATION CORPORATION II has caused this Certificate to be signed by Joseph Leone, its Executive Vice President, and attested by Norman H. Rosen, its Secretary, this 15th day of February, 1995. THE CIT GROUP SECURITIZATION CORPORATION II By /s/ JOSEPH LEONE --------------------- Joseph Leone Executive Vice President ATTEST: By /s/ NORMAN H. ROSEN ----------------------- Norman H. 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