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)