0000912057-01-534091.txt : 20011009
0000912057-01-534091.hdr.sgml : 20011009
ACCESSION NUMBER: 0000912057-01-534091
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20010928
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
ITEM INFORMATION: Change in fiscal year
FILED AS OF DATE: 20011001
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: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-01861
FILM NUMBER: 1749811
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 FINANCIAL CORP/OLD/
DATE OF NAME CHANGE: 19860512
FORMER COMPANY:
FORMER CONFORMED NAME: CIT GROUP HOLDINGS INC /DE/
DATE OF NAME CHANGE: 19920703
8-K
1
a2060236z8-k.txt
8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 28, 2001
------------------------
TYCO CAPITAL CORPORATION
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 1-1861 65-1051227
-------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1211 Avenue of the Americas
New York, New York 10036
-------------------------------------------------------------------------------
(Address of registrant's principal executive office)
Registrant's telephone number, including area code (212) 536-1390
--------------------
The CIT Group, Inc.
-------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
The CIT Group, Inc., an indirect wholly-owned subsidiary of Tyco
International Ltd., has changed its name to Tyco Capital Corporation effective
September 28, 2001. The Certificate of Amendment to the Certificate of
Incorporation was filed with the Nevada Secretary of State on September 28, 2001
and is attached hereto as Exhibit 3.1.
Tyco Capital Corporation will continue to operate independently, with
its own credit ratings on its debt securities and commercial paper. Tyco
International Ltd. has not guaranteed Tyco Capital Corporation's indebtedness.
Tyco Capital Corporation will continue to file reports under the Securities
Exchange Act of 1934 with the Securities and Exchange Commission as a separate
registrant with respect to its registered debt securities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) Not Applicable.
(c) The following exhibit is filed herewith:
3.1 Certificate of Amendment to the Certificate of
Incorporation, effective September 28, 2001.
ITEM 8. CHANGE IN FISCAL YEAR.
On September 28, 2001, Tyco Capital Corporation changed its fiscal
year end from December 31 to September 30. Tyco Capital Corporation will file
a transition report covering the period from January 1, 2001 to September 30,
2001 on Form 10-K.
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TYCO CAPITAL CORPORATION
---------------------------------------------
(Registrant)
By: /s/ Mark H. Swartz
--------------------------------------------
Mark H. Swartz
Vice President
(Duly Authorized Officer)
By: /s/ Joseph M. Leone
--------------------------------------------
Joseph M. Leone
Executive Vice President and
Chief Financial Officer
(Principal Accounting and
Financial Officer)
Dated: October 1, 2001
-3-
INDEX TO EXHIBITS
Exhibit Number Description
3.1 Certificate of Amendment to the Certificate of
Incorporation, effective September 28, 2001.
EX-3.1
3
a2060236zex-3_1.txt
EXHIBIT 3.1
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION OF
THE CIT GROUP, INC.
The CIT Group, Inc., a corporation organized under the laws of the
State of Nevada, by its president and secretary does hereby certify:
1. That the board of directors of said corporation passed a resolution
by consent in lieu of a special meeting on the 24th day of September, 2001
declaring that the following change and amendment in the articles of
incorporation is advisable.
RESOLVED that Article I of said articles of incorporation be amended to
read as follows: "The name of the Corporation is Tyco Capital Corporation."
FURTHER RESOLVED that this Certificate of Amendment shall be effective
at 11:59 p.m. on September 28, 2001.
2. That the number of shares of the corporation outstanding and
entitled to vote on an amendment to the article of incorporation is 100; that
the said change and amendment has been consented to and authorized by the
written consent of the sole stockholder entitled to vote thereon.
IN WITNESS WHEREOF, the said The CIT Group, Inc. has caused this
certificate to be signed by its president and its secretary and its corporate
seal to be hereto affixed this 26th day of September, 2001.
THE CIT GROUP, INC.
By: /s/ Albert R. Gamper, Jr.
----------------------------------
Albert R. Gamper, Jr., President
/s/ Eric S. Mandelbaum
----------------------------------
(SEAL) Eric S. Mandelbaum, Secretary
STATE OF NEW JERSEY )
) ss.
COUNTY OF ESSEX )
On September 26, 2001 personally appeared before me, Faustina Sorace,
------------------
(date)
a Notary Public, Albert R. Gamper, Jr. and Eric S. Mandelbaum, who acknowledged
that they executed the above instrument.
Faustina Sorace
-------------------------------------
(Notary Public)
(SEAL)