Rule 424(b)(3)
Registration Statement No. 333-119172
CUSIP: 12560PDV0;
Common Code: 22075578;
ISIN: US12560PDV04
PRICING SUPPLEMENT NO. 12 (Amended)
Dated May 18, 2005 to
Prospectus, dated October 28, 2004 and
Prospectus Supplement, dated October 29, 2004
$800,000,000
[CIT LOGO OMITTED]
CIT Group Inc.
$800,000,000 Floating Rate Senior Notes Due May 23, 2008
Joint Lead Managers
Banc of America Securities LLC Barclays Capital Bear, Stearns & Co. Inc.
----------------------------
National Australia Bank RBC Capital Markets
(X) Senior Note ( ) Subordinated Note
Principal Amount: $800,000,000.
Proceeds to Corporation: 99.850% or $798,800,000.
Underwriters' Commission: 0.150% or $1,200,000.
Issue Price: 100% or $800,000,000.
Original Issue Date: May 25, 2005.
Maturity Date: May 23, 2008, provided that if such day
is not a Business Day, the payment of
principal and interest may be made on the
next succeeding Business Day as if it
were made on the date that the payment
was due, and no interest on such payment
will accrue for the period from and after
the Maturity Date.
Interest Rate Basis: LIBOR Telerate.
Index Maturity: Three months.
Spread: +21 basis points (0.21%).
Interest Rate Calculation: LIBOR Telerate determined on the Interest
Determination Date plus the Spread.
Initial Interest Rate: LIBOR Telerate determined two London
Business Days prior to the Original Issue
Date plus the Spread.
Specified Currency: U.S. Dollars ($).
Delivery: The Notes are expected to be delivered in
book-entry form on or about May 25, 2005.
Form: Global Note.
Interest Reset Dates: Quarterly on February 23, May 23, August
23, and November 23 of each year,
commencing on August 23, 2005, provided
that if any such day would otherwise fall
on a day that is not a Business Day, then
the Interest Reset Date will be the next
succeeding Business Day, except that if
such Business Day is in the next
succeeding calendar month, such Interest
Reset Date will be the immediately
preceding Business Day.
Interest Payment Dates: Interest will be paid on the Maturity
Date and quarterly on February 23, May
23, August 23, and November 23 of each
year, commencing on August 23, 2005,
provided that if any such day (other than
the Maturity Date) is not a Business Day,
then the Interest Payment Date will be
postponed to the following day which is a
Business Day, except that if such
Business Day is in the next succeeding
calendar month, such Interest Payment
Date will be the immediately preceding
Business Day.
Accrual of Interest: Accrued interest will be computed by
adding the Interest Factors calculated
for each day from the Original Issue Date
or from the last date to which interest
has been paid or duly provided for up to
but not including the day for which
accrued interest is being calculated. The
"Interest Factor" for any Note for each
such day will be computed by multiplying
the face amount of the Note by the
interest rate applicable to such day and
dividing the product thereof by 360.
Interest Determination Date: Two London Business Days prior to each
Interest Reset Date.
Calculation Date: The earlier of (i) the fifth Business Day
after each Interest Determination Date,
or (ii) the Business Day immediately
preceding the applicable Interest Payment
Date.
Maximum Interest Rate: Maximum rate permitted by New York law.
Minimum Interest Rate: 0.0%.
Exchange Listing: None.
Other Provisions: "LIBOR Telerate" means the rate for
deposits in U.S. dollars having the Index
Maturity specified above which appears on
the Telerate Page 3750 (defined below) as
of 11:00 a.m., London time, on the
applicable Interest Determination Date.
"Telerate Page 3750" means the display
page designated as page 3750 on the
Moneyline Telerate service (or such other
page as may replace page 3750 on that
service for the purpose of displaying
London Interbank Offered Rates).
"Business Day" means any day, other than
a Saturday or Sunday, 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 The City of
New York and that is also a London
Business Day.
"London Business Day" means any day on
which dealings in deposits in U.S.
dollars are transacted in the London
interbank market.
Trustee, Registrar, Authenticating J.P. Morgan Trust Company, National
Agent, Calculation Agent and Paying Association.
Agent:
CUSIP: 12560PDV0.
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PLAN OF DISTRIBUTION
We have entered into a terms agreement, dated as of May 18, 2005, with
the Underwriters named below, for whom Banc of America Securities LLC, Barclays
Capital Inc., and Bear, Stearns & Co. Inc. 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
--------------------- ----------------
Banc of America Securities LLC................................. $240,000,000
Barclays Capital Inc........................................... 240,000,000
Bear, Stearns & Co. Inc........................................ 240,000,000
National Australia Bank Limited, London Branch................. 40,000,000
RBC Capital Markets Corporation................................ 40,000,000
----------------
Total..................................................... $800,000,000
================
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 0.10% 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 0.10% 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.
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.
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.
Certain of the Underwriters will make the Notes available for
distribution on the Internet through a proprietary Web site and/or a third-party
system operated by Market Axess Corporation, an Internet-based communications
technology provider. Market Axess Corporation is providing the system as a
conduit for communications between such Underwriters and their respective
customers and is not a party to any transactions. Market Axess Corporation, a
registered broker-dealer, will receive compensation from such Underwriters based
on transactions they conduct through the system. Such Underwriters will make the
Notes available to their respective customers through the Internet
distributions, whether made through a proprietary or third-party system, on the
same terms as distributions made through other channels.
Other than this pricing supplement, the accompanying prospectus and
prospectus supplement and any registration statement of which they form a part,
each in electronic format as filed with the SEC, the information on any Web site
is not a part of this pricing supplement, the accompanying prospectus or
prospectus supplement or any registration statement of which they form a part.
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.
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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following summary discusses certain material U.S. federal income
tax consequences of the acquisition, ownership and disposition of the Notes by
U.S. Holders (as defined in the accompanying Prospectus Supplement, dated
October 29, 2004). This summary is applicable only to investors who purchase the
Notes in the initial offering at their original issue price and hold the Notes
as capital assets for U.S. federal income tax purposes (generally, property held
for investment). This summary does not address investors that are subject to
special tax rules (including financial institutions, tax-exempt organizations,
dealers in securities, partnerships or other pass-through entities for U.S.
federal income tax purposes and persons subject to alternative minimum tax) or
that hold the Notes as part of an integrated investment. This summary
supplements, and should be read in conjunction with, the section entitled
"Material U.S. Federal Income Tax Consequences" in the accompanying Prospectus
Supplement, dated October 29, 2004.
For U.S. federal income tax purposes, the Notes will be treated as
"variable rate debt instruments" that provide for stated interest at a single
"qualified floating rate." A U.S. Holder will, under the applicable Treasury
regulations, be required to include in gross income, as ordinary interest
income, the stated interest on a Note at the time such interest accrues or is
received, in accordance with the U.S. Holder's regular method of accounting for
U.S. federal income tax purposes. In the case of a U.S. Holder that uses the
accrual method of tax accounting, the amount of interest accrued during an
accrual period would be determined by assuming that the Notes bear interest at a
fixed interest rate equal to the value, as of the issue date, of the qualified
floating rate, and the interest allocable to the accrual period would be
adjusted to reflect the interest actually paid during the accrual period.
U.S. Holders are urged to consult their own tax advisors regarding the
U.S. federal income tax treatment, and the tax consequences to them of the
acquisition, ownership and disposition, of the Notes.
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