As filed with the Securities and Exchange Commission on October 27, 2004
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CIT GROUP INC.
(Exact name of Registrant as specified in its charter)
Delaware 65-1051192
(State of Incorporation) (I.R.S. Employer Identification Number)
1 CIT Drive
Livingston, New Jersey 07039
(Address Including Zip Code, and Telephone Number, Including Area Code
of Registrant's Principal Executive Offices)
Robert J. Ingato
Executive Vice President and General Counsel
1 CIT Drive
Livingston, New Jersey 07039
(973) 740-5000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
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COPIES TO:
Rohan S. Weerasinghe Meredith B. Cross
Michael J. Schiavone Erika L. Robinson
Shearman & Sterling LLP Wilmer Cutler Pickering Hale and Dorr LLP
599 Lexington Avenue 2445 M Street, N.W.
New York, NY 10022 Washington, D.C. 20037
(212) 848-4000 (202) 663-6000
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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 (the "Securities Act") other than securities offered only
in connection with dividend or interest reinvestment plans, check the following
box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |X| 333-103966
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_| __________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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Calculation of Registration Fee
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Title of each class of Proposed maximum aggregate Amount of
securities to be registered offering price(1) registration fee
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Senior Debt Securities $12,466,000 $1,579.44
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(1) Estimated for the sole purpose of computing the registration fee pursuant to
Rule 457 under the Securities Act of 1933.
This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and includes the
registration statement facing page, this page, the signature pages, an exhibit
index and certain exhibits. Pursuant to Rule 462(b), the contents of the
registration statement on Form S-3 (File No. 333-103966) (the "Original Form
S-3") of CIT Group Inc., including the exhibits thereto and each of the
documents incorporated by reference therein, are incorporated by reference in
this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the 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
Registration Statement to be signed on its behalf by the undersigned on October
27, 2004.
CIT Group Inc.
By: *
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Name: Joseph M. Leone
Title: Vice Chairman and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Capacity Date
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/s/ Jeffrey M. Peek President and Chief Executive Officer and October 27, 2004
------------------------------------------ Director
(Jeffrey M. Peek) (Principal Executive Officer)
* Vice Chairman and Chief Financial Officer October 27, 2004
------------------------------------------ (Principal Financial Officer)
(Joseph M. Leone)
/s/ William J. Taylor Executive Vice President and Controller October 27, 2004
------------------------------------------ (Principal Accounting Officer)
(William J. Taylor)
* Chairman of the Board October 27, 2004
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(Albert R. Gamper, Jr.)
/s/ Gary C. Butler Director October 27, 2004
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(Gary C. Butler)
* Director October 27, 2004
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(William A. Farlinger)
/s/ William M. Freeman Director October 27, 2004
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(William M. Freeman)
* Director October 27, 2004
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(Hon. Thomas H. Kean)
* Director October 27, 2004
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Edward J. Kelly, III
* Director October 27, 2004
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(Marianne Miller Parrs)
Director October 27, 2004
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(John R. Ryan)
* Director October 27, 2004
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(Peter J. Tobin)
* Director October 27, 2004
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(Lois M. Van Deusen)
*By: /s/ Robert J. Ingato
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Robert J. Ingato
Attorney-in-Fact
EXHIBIT INDEX
Exhibit
No. Description
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5.1 Opinion of Shearman & Sterling LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Shearman & Sterling (included in its opinion delivered
under Exhibit No. 5.1)
24.1* Powers of attorney (contained on the signature page of the Original
Form S-3)
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* Previously filed.