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): October 22, 2003
CIT GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-31369 65-1051192
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1 CIT Drive
Livingston, New Jersey 07039
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(Address of registrant's principal executive office)
Registrant's telephone number, including area code: (973) 740-5000
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
This Current Report on Form 8-K includes as an exhibit a press release,
dated October 22, 2003, reporting that the Board of Directors of CIT Group Inc.
declared a dividend of $.12 per share, payable on November 28, 2003 to
shareholders of record on November 14, 2003. The press release is attached as
Exhibit 99.1 and is incorporated by reference into this Item 5.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release issued by CIT Group Inc. on October 22, 2003.
99.2 Press release issued by CIT Group Inc. on October 23, 2003.
Item 9. Regulation FD Disclosure.
CIT has $1.25 billion of debt securities outstanding that were originally
issued by the former AT&T Capital Corporation, and that are callable at par in
December 2003 and January 2004. These notes are listed on the New York Stock
Exchange under the ticker symbols CIC and CIP and are commonly known as PINEs
("Public Income Notes"). The securities carry coupon rates of 8.125% and 8.25%,
but were marked down to a yield of approximately 7.5% on CIT's books through
purchase accounting adjustments. In light of the relatively high coupon rates,
we currently anticipate calling the securities for redemption pursuant to the
terms outlined in the prospectuses.
If called, we would record non-recurring gains estimated to total
approximately $90 million ($55 million after-tax), as the cash redemption price
is less than the current carrying value of the securities. These gains would be
spread over two quarters, coinciding with the timing of each note redemption.
Margins may also benefit prospectively as we refinance the debt at lower rates.
This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All forward-looking
statements (including statements regarding future financial and operating
results) involve risks, uncertainties and contingencies, many of which are
beyond CIT's control, which may cause actual results, performance, or
achievements to differ materially from anticipated results, performance, or
achievements. All statements contained in this document that are not clearly
historical in nature are forward-looking, and the words "anticipate," "believe,"
"expect," "estimate," "plan," and similar expressions are generally intended to
identify forward-looking statements. Economic, business, funding market,
competitive and/or regulatory factors, among others, affecting CIT's businesses
are examples of factors that could cause actual results to differ materially
from those described in the forward-looking statements. More detailed
information about these factors are described in CIT's filings with the
Securities and Exchange Commission, including its Transitional Report on Form
10-K for the period from October 1, 2002 to December 31, 2002. CIT is under no
obligation to (and expressly disclaims any such obligation to) update or alter
its forward-looking statements, whether as a result of new information, future
events or otherwise.
Item 9. Regulation FD Disclosure.
and
Item 12. Results of Operations and Financial Measures.
This Current Report on Form 8-K includes as an exhibit a press release,
dated October 23, 2003, reporting the financial results of CIT Group Inc. as of
and for the quarter ended September 30, 2003. The press release is attached as
Exhibit 99.2. This press release includes certain non-GAAP financial measures. A
reconciliation of those measures to the most directly comparable GAAP measures
is included as a table to the press release.
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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.
CIT GROUP INC.
(Registrant)
By: /s/ Joseph M. Leone
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Joseph M. Leone
Vice Chairman &
Chief Financial Officer
Dated: October 23, 2003
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