THIS DOCUMENT CONSTITUTES THE PRICING SUPPLEMENT RELATING TO THE ISSUE OF NOTES
DESCRIBED HEREIN. THIS PRICING SUPPLEMENT IS SUPPLEMENTAL TO AND MUST BE READ IN
CONJUNCTION WITH THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PROSPECTUS.
Rule 424(b)(3)
Registration Statement No. 333-119172
Common Code 020707976; ISIN XS0207079764
PRICING SUPPLEMENT NO. 2
Dated November 24, 2004 to
Prospectus, dated October 28, 2004 and
Prospectus Supplement, dated October 29, 2004
GBP500,000,000
CIT Group Inc.
GBP500,000,000 5.50% Senior Notes Due December 1, 2014
Joint Lead Managers
Barclays Capital HSBC The Royal Bank of Scotland
-----------------------------
Deutsche Bank JPMorgan
Merrill Lynch International RBC Capital Markets
UBS Investment Bank
(X) Senior Note ( ) Subordinated Note
Principal Amount: GBP500,000,000
Proceeds to Corporation: 98.966% or GBP494,830,000
Underwriters' Commission: 0.450% or GBP2,250,000
Issue Price: 99.416% or GBP497,080,000
Original Issue Date: November 30, 2004.
Maturity Date: December 1, 2014, 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 principal will accrue for
the period from and after the Maturity Date.
Business Day: Any day that is neither a legal holiday nor
a day on which banking institutions are
authorized or required by law or regulation
(including any executive order) to close in
either the City of New York or London.
Interest Rate: The Notes will bear interest at an annual
rate of 5.50%.
Specified Currency: Pounds Sterling (GBP).
Denominations: The Notes will be issued in denominations of
GBP50,000 and integral multiples of
GBP1,000.
Delivery: The Notes are expected to be delivered in
book-entry form only, to purchasers through
Clearstream and Euroclear, as the case may
be, on or about November 30, 2004.
Form: Global Note.
Interest Payment Dates: Interest will be paid at maturity, upon
earlier tax redemption (to the extent
provided herein) and annually on December 1
of each year, commencing on December 1,
2005, provided that if any such day is not a
Business Day, then the interest payment will
be made on the next succeeding Business Day
as if it were made on the date that the
interest payment was due, and no interest
will accrue on the amount payable for the
period from and after such Interest Payment
Date or the Maturity Date, as the case may
be.
Interest will be paid in Pounds Sterling.
Calculation of Interest: Interest will be calculated on the basis of
the "Actual/Actual (ISMA)" Fixed Day Count
Convention as set forth in Rule 251 of the
statutes, bylaws, rules and recommendations
of the International Securities Market
Association (ISMA) as published in April
1999.
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: Luxembourg.
Trustee, Registrar, Authenticating J.P. Morgan Trust Company, National
Agent and U.S. Paying Agent: Association.
London Paying Agent: JPMorgan Chase Bank
Common Code: 020707976
ISIN: XS0207079764
PAYMENT OF ADDITIONAL AMOUNTS
All amounts payable with respect to principal of, interest on, or
otherwise with respect to the Notes will be paid free and clear of and without
withholding or deduction for or on account of any present or future taxes,
assessments or governmental charges imposed or levied by or on behalf of the
United States or any political subdivision thereof or any authority or agency
therein or thereof having power to tax, unless the withholding or deduction of
such taxes, assessments or governmental charges is required by law.
Subject to the exceptions and limitations set forth below, we will pay
as additional interest on the Notes additional amounts so that the net payment
of the principal of and interest on the Notes to a person that is not a U.S.
Holder (as defined in the Prospectus Supplement, dated October 29, 2004),
after deduction for any present or future tax, assessment, or governmental
charge of the United States or a political subdivision or taxing authority
thereof or therein, imposed by withholding with respect to the payment, will not
be less than the amount that would have been payable had no such withholding or
deduction been required.
However our obligation to pay additional amounts shall not apply:
(1) to a tax, assessment, or governmental charge that is imposed
or withheld because the holder, or a fiduciary, settlor, beneficiary,
partner, member, or shareholder of the holder if the holder is an estate,
trust, partnership, limited liability company or corporation, or a person
holding a power over an estate or trust administered by a fiduciary holder:
(a) is or was present or engaged in trade or business in the
United States or has or had a permanent establishment or fixed base in
the United States;
(b) has a current or former relationship with the United
States (such as, without limitation, citizenship, nationality,
residence, existence of a place of business or dependent agent present
or deemed present within the United States), other than the mere
ownership of the Notes and receipt of payments thereunder;
(c) is or has been a foreign or domestic personal holding
company, a passive foreign investment company, or a controlled foreign
corporation with respect to the United States or a corporation that has
accumulated earnings to avoid United States federal income tax or a
private foundation or other tax-exempt organization; or
(d) is or was a "10-percent shareholder" of CIT as defined in
section 87l(h)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), or any successor provision;
(2) to any holder that is not the sole beneficial owner of the
Notes, or a portion thereof, or that is a fiduciary, partnership, limited
liability company or other fiscally transparent entity but only to the
extent that the beneficial owner, a beneficiary or settlor with respect to
the fiduciary, or a member of the limited liability company, or partner of
the partnership or a beneficial owner of other fiscally transparent entity
would not have been entitled to the payment of an additional amount had the
beneficial owner, beneficiary, settlor, member or partner received directly
its beneficial or distributive share of the payment;
(3) to a tax, assessment, or governmental charge that is imposed
or withheld because the holder or any other person failed to comply with
certification, identification, or other reporting requirements concerning
the nationality, residence, identity, or connection with the United States
of the holder or beneficial owner of the Notes, if, without regard to any
tax treaty, compliance is required by statute or by regulation of the
United States Treasury Department as a precondition to exemption from such
tax, assessment, or other governmental charge;
(4) to a tax, assessment, or governmental charge that is imposed
other than by deduction or withholding by CIT or a paying agent from the
payment;
(5) to a tax, assessment, or governmental charge that is imposed
or withheld because of a change in law, regulation, or administrative or
judicial interpretation that becomes effective more than 15 days after the
payment becomes due or is duly provided for, whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer,
wealth, or personal property tax or a similar tax, assessment, or
governmental charge;
(7) to any tax, assessment, or other governmental charge any
paying agent must withhold from any payment of principal of or interest on
any note, if the payment can be made without that withholding by any other
paying agent;
(8) to any tax, assessment, or other governmental charge that is
imposed or withheld on a payment to an individual that is required pursuant
to European Council Directive 2003/48/EC or any other directive
implementing the conclusions of the Council Meeting of the EU Council of
Economic and Finance Ministers ("ECOFIN") of November 26-27, 2000 or any
law implementing or complying with, or introduced in order to conform to,
such directive;
(9) to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of the principal of, or
any premium or interest on, any note, if that payment can be made without
such withholding by at least one other paying agent, including by
requesting that a payment on the note be made by or presenting the note to,
another paying agent in a member state of the European Union; or
(10) in the case of any combination of the above items.
The Notes are subject in all cases to any tax, fiscal, or other law or
regulation or administrative or judicial interpretation applicable. Except as
specifically provided under this heading "Payment of Additional Amounts" and
under the heading "Redemption Upon a Tax Event," we do not have to make any
payment with respect to any tax, assessment, or governmental charge imposed by
any government or a political subdivision or taxing authority.
REDEMPTION UPON A TAX EVENT
If:
o we become or will become obligated to pay additional amounts as
described under the heading "Payment of Additional Amounts" as a
result of any change in, or amendment to, the laws (or any regulations
or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any
change in, or amendment to, any official position regarding the
application or interpretation of those laws, regulations, or rulings,
which change or amendment is announced or becomes effective on or
after the date of this pricing supplement, or
o a taxing authority of the United States takes an action on or after
the date of this pricing supplement, whether or not with respect to
us or any of our affiliates, that results in a substantial probability
that we will or may be required to pay additional amounts,
then we may, at our option, redeem as a whole, but not in part, the Notes on any
interest payment date on not less than 30 nor more than 60 calendar days' prior
notice, at a redemption price equal to 100% of their principal amount, together
with interest accrued thereon to the date fixed for redemption; provided that we
determine, in our business judgment, that the obligation to pay additional
amounts cannot be avoided by the use of reasonable measures available to us, not
including substitution of the obligor under the Notes.
A redemption under the second bullet point above may not be made
unless we shall have received an opinion of independent counsel to the effect
that an act taken by a taxing authority of the United States results in a
substantial probability that we will or may be required to pay the additional
amounts described herein under the heading "Payment of Additional Amounts" and
we shall have delivered to the Trustee a certificate, signed by a duly
authorized officer, stating that based on that opinion we are entitled to
redeem the Notes pursuant to their terms.
PLAN OF DISTRIBUTION
We have entered into a terms agreement, dated as of November 24, 2004,
with the Underwriters named below, for whom Barclays Bank PLC, HSBC Bank plc and
The Royal Bank of Scotland plc are acting as representatives. 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
Barclays Bank PLC........................................... GBP140,000,000
HSBC Bank plc............................................... 140,000,000
The Royal Bank of Scotland plc.............................. 140,000,000
Deutsche Bank AG London..................................... 16,000,000
J.P. Morgan Securities Ltd.................................. 16,000,000
Merrill Lynch International................................. 16,000,000
Royal Bank of Canada Europe Limited......................... 16,000,000
UBS Limited................................................. 16,000,000
Total.................................................. GBP500,000,000
==================
We have been advised by the Underwriters that they propose initially to
offer the Notes to the public at the public offering prices set forth on page
one of this pricing supplement, and to certain dealers at a price less a
concession not in excess of 0.30% 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 0.20% of the principal amount of the Notes. After
the initial public offering, the public offering prices and these concessions
may be changed from time to time.
Although the Notes will be listed on the Luxembourg Stock Exchange, 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.
HSBC Bank plc or any agent acting on its behalf may, to the extent
permitted by applicable laws, over-allot or effect transactions in connection
with the distribution of the Notes with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail in the open
market, but in doing so it shall act as principal and not as our agent and any
loss resulting from over-allotment or stabilization will be borne, and any
profit arising from them shall be retained, by HSBC Bank plc and/or any
stabilization agents, as the case may be. The Underwriters acknowledge that we
have not authorized the issue of the Notes in a principal amount exceeding
GBP500,000,000.
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, including liabilities under the Securities Act of
1933, or contribute to payments the Underwriters may be required to make in
respect thereof.
We accept responsibility for the information contained in this pricing
supplement.
By: /s/ Glenn A. Votek
----------------------------------
Executive Vice President
and Treasurer