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): July 18, 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)
1211 Avenue of the Americas
New York, New York 10036
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(Address of registrant's principal executive office)
Registrant's telephone number, including area code: (212) 536-1211
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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Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On July 19, 2005, the Company's Board of Directors approved an increase in the
Company's share repurchase program, authorizing the Company to repurchase up to
an aggregate of 12.5 million additional shares at an aggregate purchase price
not exceeding $500 million, in open market transactions, privately negotiated
transactions or a combination thereof. Pursuant to that authorization, on July
19, 2005, the Company entered into an agreement to purchase shares of its common
stock from Goldman, Sachs & Co. ("Goldman Sachs") for an aggregate purchase
price of $500 million pursuant to a private transaction in connection with an
accelerated stock buyback program. Repurchased shares will be held in treasury.
In addition, the Company remains authorized to repurchase from time to time up
to 3.5 million shares pursuant to pre-existing authority.
The number of shares to be repurchased under the program will be generally based
on the volume weighted average share price of the Company's common stock during
the term of the program, subject to collar provisions that will establish
minimum and maximum numbers of shares based on the volume weighted average share
price over an initial hedge period (the "hedge period"). Under the terms of the
program, Goldman Sachs will deliver to the Company an initial number of shares
of common stock on an initial settlement date, subject to share adjustments
pursuant to which the Company may receive additional shares at the conclusion of
the hedge period and/or upon completion of the program. The minimum and maximum
numbers of shares that the Company may repurchase pursuant to the program will
not be known until conclusion of the hedge period which is expected to occur
during the Third Quarter of 2005. The Company expects the program to be
completed in December 2005, although in certain circumstances the completion
date may be accelerated or extended.
In connection with the program, the Company expects that Goldman Sachs will
purchase shares of the Company's common stock in the open-market over time. To
the extent that Goldman Sachs enters into hedging transactions, it may also be
expected to sell shares in the open-market over time.
Master Confirmation
The Master Confirmation dated July 19, 2005 contains the principal terms and
provisions governing the program between the Company and Goldman Sachs
including, but not limited to, the mechanism used to determine the additional
amount of shares, if any, that may be delivered by Goldman Sachs to the Company,
the required timing of delivery of the shares, the specific circumstances under
which Goldman Sachs is permitted to make adjustments to valuation periods, dates
and other terms that impact the amount of additional shares to be delivered, the
specific circumstances under which the program may be terminated early, the
right of the Company and Goldman Sachs to enter into similar transactions,
including additional accelerated stock buyback arrangements or open market
purchase programs, definitions of terms used throughout the Master Confirmation,
and various acknowledgements, representations and warranties made by the Company
and Goldman Sachs to one another, including representations related to Rule
10b5-1 and intended compliance with the Rule 10b-18 volume and timing
guidelines.
Supplemental Confirmation
The Supplemental Confirmation dated July 19, 2005 sets forth the specific
pricing terms and other provisions relating to the program including, but not
limited to, provisions for determining the initial number of shares to be
delivered by Goldman Sachs and the applicable collar, the aggregate purchase
price for the repurchased shares, the period during which Goldman Sachs will
establish its hedge position relating to the transaction and the termination
date of the program.
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In the ordinary course of their business, Goldman Sachs and its affiliates have
engaged, and may in the future engage, in financial advisory and/or investment
banking transactions with the Company and its affiliates. They have received and
will receive customary fees and commissions for these transactions
Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition.
This Current Report on Form 8-K includes as an exhibit a press release,
dated July 20, 2005, reporting the financial results of CIT Group Inc. as of and
for the quarter ended June 30, 2005, which is filed pursuant to this Item 2.02.
The press release is attached as Exhibit 99.1. This press release includes
certain non-GAAP financial measures. A reconciliation of those measures to the
most directly comparable GAAP measures is included as a table to the press
release.
Section 8 - Other Events
Item 8.01. Other Events.
This Current Report on Form 8-K includes as an exhibit a press release,
dated July 19, 2005, reporting that CIT Group Inc. has entered into a definitive
agreement to acquire all of the issued and outstanding shares of common stock of
Healthcare Business Credit Corporation, which has approximately $500 million in
assets and provides asset based and cash flow lending to U.S. healthcare
companies. The terms of the transaction were not disclosed. The transaction is
expected to close in the third quarter of 2005. The press release is attached as
Exhibit 99.2.
This Current Report on Form 8-K includes as an exhibit a press release,
dated July 19, 2005, reporting that the Board of Directors of CIT Group Inc.
declared a dividend of $.16 per share, payable on August 30, 2005 to
shareholders of record on August 15, 2005. The press release is attached as
Exhibit 99.3.
During the quarter ended June 30, 2005, CIT realigned its business units
in order to further align with the marketplace and to improve efficiency. As
part of this realignment, CIT is modifying its segment reporting structure to
align it with the internal management reporting structure. As a result,
Commercial Services (part of the former Commercial Finance segment) is now a
stand-alone segment. The other unit, that formerly was included with the
Commercial Finance segment, is reported in the Corporate Finance segment, which
includes: capital markets & management advisory services, communications, media
& entertainment, as well as energy & infrastructure assets transferred from
Capital Finance and healthcare assets transferred from Equipment Finance. This
revised segment reporting structure was reflected in the press release
announcing CIT's earnings for the quarter ended June 30, 2005 and will be
reflected in the financial statements that will be filed on Form 10-Q for the
quarter ended June 30, 2005.
Pursuant to Item 101(b)(1) of Regulation S-K, CIT is revising its segment
disclosures included in the financial statements as filed on Form 10-K for the
year ended December 31, 2004 and as filed on Form 10-Q for the quarter ended
March 31, 2005 to reflect the segment changes described above. The changes to
CIT's financial statements attached hereto are contained in note 21 (Business
Segment Information) of the Company's consolidated financial statements for the
years ended December 31, 2004, 2003, and 2002, and note 3 (Business Segment
Information) of the Company's unaudited condensed consolidated financial
statements for the quarters ended March 31, 2005 and 2004. All other sections of
the attached financial statements are the same as previously reported by the
Company. The revised financial statements are attached as exhibits hereto.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release issued by CIT Group Inc. on July 20, 2005.
99.2 Press release issued by CIT Group Inc. on July 19, 2005.
99.3 Press release issued by CIT Group Inc. on July 19, 2005.
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99.4 Audited consolidated balance sheets for the years ended December 31,
2004 and 2003 and the statements of income, stockholders' equity and
cash flows of CIT Group Inc. as of and for the years ended December
31, 2004, 2003 and 2002, together with the auditor's reports thereon
and notes thereto.
99.5 Unaudited condensed consolidated balance sheet as of March 31, 2005
and the statement of income, stockholders' equity and cash flows of
CIT Group Inc. for the quarters ended March 31, 2005 and 2004,
together with the notes thereto.
99.6 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.
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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: July 20, 2005
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