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): January 4, 2005
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
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 8.01 Other Events
In connection with the execution of the merger agreement dated as of
January 4, 2005 among CIT Group Inc., CIT ELG Corporation, a wholly owned
subsidiary of CIT Group and Education Lending Group, Inc., CIT Group entered
into agreements with all of the directors and certain officers and other
stockholders of Education Lending Group providing for such stockholders to
support the transactions contemplated by the merger agreement. Under the
stockholder agreements, each stockholder agreed, among other things, to tender
all of his or its shares of Common Stock, par value $0.001 per share, of
Education Lending Group in the offer to be commenced under the merger agreement
and to grant a proxy to CIT Group to vote his or its shares in support of the
transactions contemplated by the merger agreement. In addition, each stockholder
agreed not to transfer his or its shares except as contemplated by the
stockholder agreement, solicit or facilitate any competing proposal or discuss
or negotiate with, or provide access to nonpublic information to, any person
regarding a competing proposal. Based upon the stockholder agreements and
Education Lending Group's filings with the SEC, we believe that the shares of
Education Lending Group common stock held by the stockholders and subject to the
terms of the stockholder agreements represent approximately 20% of the
outstanding shares of such stock.
Copies of the stockholder agreements are included herein as Exhibits 99.1
through 99.8 and are incorporated herein by reference. The foregoing description
of the stockholder agreements is qualified in its entirety by reference to the
full text of the stockholder agreements.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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99.1 Stockholder Support Agreement dated as of January 4, 2005
between CIT Group Inc. and Robert deRose.
99.2 Stockholder Support Agreement dated as of January 4, 2005
between CIT Group Inc. and Michael H. Shaut.
99.3 Stockholder Support Agreement dated as of January 4, 2005
between CIT Group Inc. and Douglas L. Feist.
99.4 Stockholder Support Agreement dated as of January 4, 2005
between CIT Group Inc. and James G. Clark.
99.5 Stockholder Support Agreement dated as of January 4, 2005
between CIT Group Inc. and Fabrizio Balestri.
99.6 Stockholders Agreement dated as of January 4, 2005 among CIT
Group Inc., Samuel Belzberg, C. David Bushley, Richard J.
Hughes, Leo Kornfeld, Jeffrey E. Stiefler and Richard V.
Antonucci.
99.7 Stockholders Support Agreement dated as of January 4, 2005
among CIT Group Inc., The deRose Foundation, 5/29/1991 AMD
Trust and The deRose Family Trust dated November 16, 1986.
99.8 Stockholder Support Agreement dated as of January 4, 2005
between CIT Group Inc. and Winton Capital Holding LTD.
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: January 7, 2005