UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2005
CIT GROUP INC.
--------------
(Exact name of registrant as specified in its charter)
Delaware 001-31369 65-1051192
--------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1211 Avenue of the Americas
New York, New York 10036
----------------------------------------------------
(Address of registrant's principal executive office)
Registrant's telephone number, including area code: (212) 536-1211
Not Applicable
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
-----------------
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))
================================================================================
Overview
We are filing this Amendment No. 1 to our Form 8-K filed at 9:16 a.m. on
December 13, 2005 solely to correct certain typographical errors and make
non-substantive clarifications. This Form 8-K/A supersedes and replaces the
aforementioned Form 8-K filed on December 13, 2005.
Section 8 - Other Events
Item 8.01. Other Events.
This current report on Form 8-K includes as an exhibit the audited
consolidated balance sheets as of December 31, 2004 and 2003 and the statement
of income, stockholders' equity and cash flows of CIT Group Inc. for the years
ended December 31, 2004 and 2003, the three months ended December 31, 2002 and
the year ended September 30, 2002. These financial statements include a
modification to our segment reporting structure, in Note 21 (Business Segment
Information), as previously disclosed by the Company in the Current Report on
Form 8-K filed on July 20, 2005.
The only changes to CIT'S financial statements attached hereto from those
filed with our Form 10-K for the year ended December 31, 2004 are contained in
Note 21 (Business Segment Information). All other sections of the attached
financial statements are the same as previously reported by the Company.
This Current Report on Form 8-K also includes a restated Management's
Report on Internal Control Over Financial Reporting (also filed in CIT's
Amendment No. 2 to Form 10-K for the year ended December 31, 2004) to reflect
management's conclusion that a control deficiency relating to classification and
related valuation and documentation of certain of its compound derivative
transactions constituted a material weakness as of December 31, 2004. This
weakness was previously disclosed on Form 8-K on December 13, 2005 and caused us
to restate our financial statements for the quarters ended March 31, June 30 and
September 30, 2005 and file amended Form 10-Q's for those periods. This weakness
did not result in any material adjustments to the 2004 annual or interim
financial statements, and as of the date of this filing, we have fully
remediated this material weakness relating to classification and related
valuation and documentation of certain compound derivative transactions.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Audited consolidated balance sheets as of December 31, 2004 and 2003
and the statements of income, stockholders' equity and cash flows of
CIT Group Inc. for the years ended December 31, 2004 and 2003, the
three months ended December 31, 2002 and the year ended September
30, 2002, together with the auditor's report thereon and notes
thereto.
99.2 Consent of Independent Registered Public Accounting Firm.
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, 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.
2
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
-----------------------------------------
William J. Taylor
Executive Vice President & Controller
(Principal Accounting Officer)
Dated: December 14, 2005
3