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): February 23, 2005
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CIT GROUP INC.
(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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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On February 23, 2005, the Compensation Committee of the Board of Directors
authorized the award of performance shares under the CIT Group Inc. Long-Term
Equity Compensation Plan (the "ECP") to certain executive officers of CIT. In
addition, on February 23, 2005, the Board of Directors authorized the award of
performance shares under the ECP to Jeffrey M. Peek. The following awards were
granted to each of the named executive officers of CIT:
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Named Executive Officer 2005 Performance Share Grant
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Jeffrey M. Peek 82,000 shares
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Thomas B. Hallman 30,000 shares
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Joseph M. Leone 30,000 shares
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Lawrence A. Marsiello 30,000 shares
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Frederick E. Wolfert 30,000 shares
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Under the terms of the Award Agreements, the amount of shares actually awarded
at the end of the Performance Period will be based on the level of the
Performance Measure actually achieved. For purposes of the grants listed above,
the Performance Measures will be based on CIT's Return on Tangible Equity during
the Performance Period and the compounded annual growth of CIT's diluted
earnings per share.
Item 8.01. Other Events.
CIT Group Inc. maintains the CIT Group Inc. Long-Term Equity Compensation
Plan (the "ECP"), which provides for the granting of incentive stock options,
non-qualified stock options, stock appreciation rights, restricted stock,
performance shares, and performance units to employees and directors of CIT and
its subsidiaries. In connection with individual award grants under the ECP, CIT
issues an Award Agreement to each recipient. On February 23, 2005, the
Compensation Committee of the Board of Directors approved the revised form of
Award Agreements for the issuance of performance shares. On July 25, 2003, the
Compensation Committee previously approved the form of Award Agreement for the
issuance of restricted stock. Attached as Exhibits 99.1 and 99.2 are the two
forms of Award Agreement to be used in connection with the award of performance
shares and restricted stock to executive officers and directors.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Form of CIT Group Inc. Long-Term Equity Compensation Plan Award
Agreement (Performance Shares).
99.2 Form of CIT Group Inc. Long-Term Equity Compensation Plan Award
Agreement (Restricted Stock).
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 Annual Report on Form 10-K for
the year ended December 31, 2003 and its Quarterly Report on Form 10-Q for the
quarter ended September 30,
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2004. 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.
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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/ William J. Taylor
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William J. Taylor
Executive Vice President & Controller
(Chief Accounting Officer)
Dated: March 2, 2005
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