Rule 424(b)(2)
Registration Statement Nos. 333-98743 and 333-103966
CUSIP 125581AMO; Common Code 013966460;
ISIN US125581AMO6
PRICING SUPPLEMENT NO. 23
Dated October 27, 2004
Prospectus, dated May 9, 2003 and
Prospectus Supplement, dated July 2, 2004
CIT Group Inc.
$500,000,000 4.125% Senior Notes
Due November 3, 2009
Joint Lead Managers
Blaylock & Partners
Utendahl Capital
The Williams Capital Group, L.P.
-----------------------------
Lehman Brothers
-----------------------------
Doley Securities, Inc. Guzman & Company
Loop Capital Markets, LLC Siebert Capital Markets
Ormes Capital Markets, Inc. Ramirez & Co., Inc.
(X) Senior Note ( ) Subordinated Note
Principal Amount: $500,000,000.
Proceeds to Corporation: 99.529% or $497,645,000.
Underwriters' Commission: .35% or $1,750,000.
Issue Price: 99.879% or $499,395,000.
Original Issue Date: November 3, 2004.
Maturity Date: November 3, 2009, provided that if such
day is not a Business Day, the payment
of principal and interest may be made
on the next succeeding Business Day,
and no interest on such payment will
accrue from the period from and after the
Maturity Date.
Interest Rate: The notes will bear interest at an annual
rate of 4.125%.
Specified Currency: U.S. Dollars ($).
Delivery: The notes are expected to be delivered in
book-entry form only, to purchasers
through the Depository Trust Company,
Clearstream and Euroclear, as the case
may be, on or about November 3, 2004.
Form: Global Note.
Interest Payment Dates: Interest will be paid at maturity, upon
earlier tax redemption (to the extent
provided in the prospectus supplement)
and semiannually on May 3 and November
3 of each year, commencing May 3, 2005,
provided that if any such day is not
a Business Day, the Interest Payment Date
will be the next succeeding Business Day,
and no interest on such payment will
accrue for the period from and after the
Maturity Date.
Accrual of Interest: Interest payments will include the amount
of interest accrued from and including
the most recent Interest Payment Date to
which interest has been paid (or from and
including the Original Issue Date) to but
excluding the applicable Interest Payment
Date.
Exchange Listing: None.
Trustee, Registrar, J.P. Morgan Trust Company, National
Authenticating Agent, Association (as successor to Bank One
U.S. Calculation Agent and Trust Company, N.A.).
U.S. Paying Agent:
CUSIP: 125581AMO.
Common Code: 013966460.
ISIN: US125581AMO6.
2
PLAN OF DISTRIBUTION
We have entered into a terms agreement, dated as of October 27, 2004,
with the Underwriters named below. Subject to the terms and conditions set forth
in the terms agreement, we have agreed to sell to each of the underwriters, and
each of the underwriters have severally agreed to purchase, the principal amount
of notes set forth opposite its name below:
Underwriters of Notes Principal Amount
Blaylock & Partners, L.P............................... $141,668,000
Utendahl Capital Partners, L.P........................ 141,668,000
The Williams Capital Group, L.P....................... 141,668,000
Lehman Brothers Inc................................... 50,000,000
Doley Securities, Inc................................. 4,166,000
Guzman & Company...................................... 4,166,000
Loop Capital Markets, LLC.............................. 4,166,000
Siebert Capital Markets............................... 4,166,000
Ormes Capital Markets, Inc............................ 4,166,000
Samuel A. Ramirez & Company, Inc...................... 4,166,000
Total............................................ $500,000,000
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We have been advised by the Underwriters that they propose initially
to offer the notes to the public at the public offering price set forth on the
cover page of this pricing supplement, and to certain dealers at a price less a
concession not in excess of .20% of the principal amount of the notes. The
Underwriters may allow, and the dealers may reallow, a concession to certain
other dealers not in excess of .10% of the principal amount of the notes. After
the initial public offering, the public offering price and these concessions may
be changed from time to time.
The notes are a new issue of securities with no established trading
market. The Underwriters have advised us that they intend to make a market in
the notes, but the Underwriters are not obligated to do so and may discontinue
any market making at any time without notice. The trading market for the notes
may not be liquid.
The terms agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all the notes if any are purchased. Lehman Brothers Inc. will assume
the risk of any unsold allotment that would otherwise be purchased by Utendahl
Capital Partners, L.P.
In connection with this offering, some or all of the Underwriters and
their respective affiliates may engage in transactions that stabilize, maintain,
or otherwise affect the market price of the notes. Those transactions may
include stabilization transactions effected in accordance with Rule 104 of
Regulation M under the Securities Exchange Act of 1934, pursuant to which those
Underwriters and affiliates may bid for or purchase notes for the purpose of
stabilizing the market price. The Underwriters also may create a short position
for the account of the Underwriters by selling more notes in connection with
this offering than they are committed to purchase from us. In that case, the
Underwriters may purchase notes in the open market following completion of this
offering to cover their short position. Any of the transactions described in
this paragraph may result in the maintenance of price of the notes at a level
above that which might otherwise prevail in the open market. None of the
transactions described in this paragraph is required, and, if they are
undertaken, they may be discontinued at any time.
Some or all of the Underwriters or their affiliates have provided and
will in the future continue to provide banking and/or other financial services
to CIT and its subsidiaries.
The terms agreement provides that CIT will indemnify the Underwriters
against certain liabilities under the Securities Act of 1933, or contribute to
payments the Underwriters may be required to make in respect thereof.