-----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, WVYB8MsyxwuXjIGB2pzkDKDP//RtVz8Y7OcXHz3Fha24T+D5AvZeyu4Ty2zjshlk 5Nc3l+4/pJ8HsR2x1RbcMg== 0000950130-96-003220.txt : 19960816 0000950130-96-003220.hdr.sgml : 19960816 ACCESSION NUMBER: 0000950130-96-003220 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960812 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960814 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20615 FILM NUMBER: 96614754 BUSINESS ADDRESS: STREET 1: 650 CIT DR CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 2017405000 MAIL ADDRESS: STREET 1: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01861 FILM NUMBER: 96614755 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ F O R M 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): August 12, 1996 The CIT Group Securitization Corporation II The CIT Group Holdings, Inc. - -------------------------------------------------------------------------------- (Exact name of each registrant as specified in its charter) Delaware Delaware - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 333-07249 22-3328188 13-2994534 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 650 CIT Drive Livingston, New Jersey 07039 1211 Avenue of the Americas New York, New York 10036 - -------------------------------------------------------------------------------- (Address of principal executive offices and zip code) Registrants' telephone number, including area code: (201) 740-5000 (212) 536-1950 N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits. The following are filed herewith. The exhibit numbers correspond with Item 601(b) of Regulation S-K. Exhibit No. Description - ----------- ----------- 8.2 Opinion of Crowe & Dunlevy, P.C. with respect to tax matters 23.4 Consent of Crowe & Dunlevy, P.C. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE CIT GROUP SECURITIZATION CORPORATION II By: /s/ JAMES J. EGAN, JR. ------------------------ Name: James J. Egan, Jr. Title: President THE CIT GROUP HOLDINGS, INC. By: /S/ ERNEST D. STEIN ------------------------ Name: Ernest D. Stein Title: Executive Vice President Dated: August 13, 1996 EX-8.2 2 OPINION OF CROWE & DUNLEVY Exhibit 8.2 [LETTERHEAD OF CROWE & DUNLEVY] August 9, 1996 The CIT Group/Sales Financing, Inc. 650 CIT Drive Livingston, New Jersey 07039 Re: CIT RV TRUST 1996-B Ladies and Gentlemen: For the purpose of the offering of Asset-Backed Notes and Asset-Backed Certificates issued by CIT RV Trust 1996-B (the "Trust"), we have acted as Oklahoma tax counsel for you and the Trust regarding the anticipated Oklahoma income tax characterization of the Trust, which is properly treated as a nonpublicly traded Partnership for federal income tax purposes. This letter is pursuant to your request that we advise The CIT Group/Sales Financing, Inc. regarding the likely characterization under Oklahoma income tax law of the Trust (which will purchase RV notes and/or chattel paper from a CIT "special purpose corporation" after purchase by the special purpose corporation from The CIT Group/Sales Financing, Inc.) that is treated as a nonpublicly traded Partnership for federal income tax purposes. I. Assumptions and Opinion ----------------------- In rendering the opinions expressed herein, we have made the following assumptions, the accuracy of which we have not verified: The CIT Group/Sales Financing, Inc. August 9, 1996 Page 2 1. The Trust has been properly characterized as a nonpublicly traded Partnership for federal income tax purposes. 2. Any Notes issued by the Trust have been properly characterized as debt for federal income tax purposes. Based upon the foregoing and in reliance thereon, and upon consideration of applicable Oklahoma income tax laws, and subject to the qualifications and limitations described below, we are of the following opinions: 1. The Trust will be characterized as a nonpublicly traded Partnership for purposes of Oklahoma income tax laws, and the nonpublicly traded Partnership will not be taxed as an entity, but rather, the profits, income, losses, and deductions of the Trust will, for income tax purposes, flow through the Trust to the partner level. 68 Okla. Stat. (S) 2353(3) (1995 Supp.); Oklahoma Tax Commission Rule (S) 710:50-3-35. 2. The Notes will be characterized as debt for Oklahoma income tax purposes. 68 Okla. Stat. (S) 2353(3) (1995 Supp.); Oklahoma Tax Commission Rule (S) 710:50-3-35. Noteholders not otherwise subject to taxation in Oklahoma should not become subject to taxation in Oklahoma because of the holder's ownership of Notes. However, a Noteholder already subject to Oklahoma's income tax could be required to pay additional Oklahoma income tax as a result of the holder's ownership or disposition of Notes. II. Additional Discussion --------------------- For the purpose of this additional discussion, we have made the following assumptions, the accuracy of which we have not verified: 1. The Trust is organized as a business trust under the laws of Delaware. The activities of the Trust occurring within the State of Oklahoma consist solely of the maintenance of the original notes and/or chattel paper and of the related contract files and documents with a custodian within the State of Oklahoma and of the activities described in Paragraph 4 below. 2. Less than ten percent (10%) of the notes and/or chattel paper acquired by the Trust will originate in Oklahoma. 3. The Trust will acquire the notes and/or chattel paper in a series of transactions occurring outside of Oklahoma. 4. The only activities which the Servicer, as Servicer of the Trust, will conduct in Oklahoma is the servicing of the loans evidenced by the notes and chattel paper including without The CIT Group/Sales Financing, Inc. August 9, 1996 Page 3 limitation: (i) the maintenance of custody of the notes and/or chattel paper; (ii) the maintenance of the administrative records concerning payments and outstanding balances on the notes and/or chattel paper; (iii) the receipt of the payments on the notes and/or chattel paper; (iv) the deposit of the payments received on the notes and/or chattel paper in an Oklahoma financial institution for purposes of collection; (v) the collection activities relating to the notes and/or chattel paper; and (vi) the repossession and sale of the collateral therefor. As a nonpublicly traded Partnership for Oklahoma and federal income tax purposes, the Oklahoma distributive share of the partnership income, gains, losses or deductions of the partnership to be reported by the partners shall be the same portion of that reported for federal income tax purposes, as the Oklahoma income, gain, losses or deductions determined under (S)(S) 2358 and 2362 of Title 68 of the Oklahoma Statutes for said partnership, bears to the federal income, gains, losses or deductions. 68 Okla. Stat. (S) 2363 (1991). The Oklahoma taxable income of a nonresident includes the distributive share of the Oklahoma part of partnership income, gains, losses or deductions. 68 Okla. Stat. (S) 2362(4) (1995 Supp.). However, income from intangible personal property of a nonresident of Oklahoma is generally excluded from Oklahoma taxable income except to the extent that such income is from property employed in an Oklahoma trade or business or from property that has acquired a nonunitary business or commercial situs in Oklahoma. 68 Okla. Stat. (S)(S) 2358(A)(4)(b), 2362(6) (1995 Supp.). We believe it is unlikely that the Oklahoma Tax Commission would attempt to classify the income of the Trust as Oklahoma source income or as arising from an Oklahoma trade or business. Accordingly, a nonresident of Oklahoma should not incur Oklahoma taxable income solely as a result of the ownership in the Trust. However, we are not aware of any authority or pronouncement of the Oklahoma Tax Commission or the Oklahoma courts addressing this issue on comparable facts and no absolute assurance can be given in this regard. III. Qualifications and Limitations ------------------------------ In preparing this letter, we have reviewed Oklahoma Statutes, Oklahoma court decisions and Oklahoma administrative rules and decisions, generally available to the public as of the date of this letter. We have no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in the law that may hereafter occur which place a different interpretation on the law other than that which has been applied herein, including interpretations of the law whether by way of Oklahoma statutory enactments or amendments, judicial decisions or administrative actions. This opinion has been rendered solely for the benefit of The CIT Group/Sales Financing, Inc., and the Trust for use in the Trust's offering of the Asset-Backed Notes and the Asset-Backed Certificates and may not be used, circulated, quoted, relied upon or otherwise referred to for any other purpose without our prior written consent; provided, however, that this opinion may be delivered to your regulators, accountants, attorneys and other professional advisers and may be used in connection with any legal or regulatory proceeding relating to the subject matter of this opinion and the attached disclosure statement entitled "Certain State Tax Consequences" may be included in the Prospectus related to the The CIT Group/Sales Financing, Inc. August 9, 1996 Page 4 offering. The undersigned shall not be responsible, liable or obligated to any third party who may obtain access to this letter. Very truly yours, CROWE & DUNLEVY A Professional Corporation By: /s/ James H. Holloman, Jr. ----------------------------- James H. Holloman, Jr. EX-23.4 3 CONSENT OF CROWE & DUNLEVY Exhibit 23.4 [LETTERHEAD OF CROWE & DUNLEVY] August 12, 1996 The CIT Group/Sales Financing, Inc. 650 CIT Drive Livingston, New Jersey 07039 Re: CIT RV Trust 1996-B ------------------- Ladies and Gentlemen: We hereby confirm that the statements set forth in the Prospectus Supplement under the heading "Certain State Tax Consequences" accurately describe the material Oklahoma income tax consequences to holders of the securities, as limited by the discussion in our opinion letter dated August 9, 1996. We hereby consent to the use of this opinion as an exhibit to 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 or the General Rules and Regulations of the Commission thereunder. Very truly yours, CROWE & DUNLEVY, A Professional Corporation By: /s/ James H. Holloman, Jr. ------------------------------- James H. Holloman, Jr. :clm -----END PRIVACY-ENHANCED MESSAGE-----