================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------
FORM 10-Q/A
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-1861
----------
CIT Group Inc.
(Exact name of Registrant as specified in its charter)
Delaware 65-1095289
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1211 Avenue of the Americas, New York, New York 10036
(Address of Registrant's principal executive offices)
(212) 536-1390
(Registrant's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
----------
================================================================================
INTRODUCTORY NOTE
This Amendment on Form 10-Q/A is being filed to correct the unintentional
transposition of column headings relating to the 2001 periods in Exhibit 12 -
Computation of Ratios of Earnings to Fixed Charges. The exhibit, as originally
filed, presented the June 2 through June 30, 2001 calculation under the heading
of October 1, 2000 through June 1, 2001 and the October 1, 2000 through June 1,
2001 calculation under the heading of June 2 through June 30, 2001. The 2002
presentation is not impacted by this amendment. The revised exhibit reflects the
calculations, as originally filed, under the appropriate prior period column
headings.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a)
3.1 Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.1 to Form S-1/A filed
by CIT on June 26, 2002).
3.2 Certificate of Amendment of Restated Certificate of
Incorporation of the Company (Incorporated by reference to
Exhibit 3.2 to Form S-1/A filed by CIT on June 26, 2002).
3.3 Certificate of Ownership and Merger Merging Tyco Capital
Holding, Inc. and CIT Group Inc. (Del)(previously filed).
3.4 Bylaws of the Company (Incorporated by reference to Exhibit
3.3 to Form S-1/A filed by CIT on June 26, 2002).
4.1 Fourth Supplemental Indenture dated July 2, 2002 between CIT
Group Inc. and Bank One Trust Company, N.A. supplementing an
Indenture dated as of September 24, 1998 (previously filed).
4.2 Third Supplemental Indenture dated July 2, 2002 between CIT
Group Inc. and The Bank of New York supplementing an Indenture
dated as of September 24, 1998 (pursuant to which The CIT
Group Inc., a Delaware corporation, authorized the issue of an
unlimited amount of unsecured and senior subordinated debt
securities) (previously filed).
4.3 Third Supplemental Indenture dated July 2, 2002 between CIT
Group Inc. and The Bank of New York supplementing an Indenture
dated as of September 24, 1998 (pursuant to which The CIT
Group, Inc., a Delaware corporation, authorized the issue of
an unlimited amount of unsecured and unsubordinated debt
securities)(previously filed).
4.4 Third Supplemental Indenture dated July 2, 2002 between CIT
Group Inc. and BNY Midwest Trust Company supplementing an
Indenture dated as of September 24, 1998 (previously filed).
10.1 Form of Separation Agreement by and between Tyco International
Ltd. and CIT (Incorporated by reference to Exhibit 10.2 to
Form S-1/A filed by CIT on June 12, 2002).
10.2 Form of Financial Services Cooperation Agreement by and
between Tyco International Ltd. and CIT (Incorporated by
reference to Exhibit 10.3 to Form S-1/A filed by CIT on June
12, 2002).
10.3 Retention Agreement for Albert R. Gamper, Jr., as proposed to
be amended (Incorporated by reference to Exhibit 10.19 to Form
S-1/A filed by CIT on June 26, 2002).
10.4 Retention Agreement for Joseph M. Leone (Incorporated by
reference to Exhibit 10.20 to Form S-1/A filed by CIT on June
26, 2002).
10.5 Retention Agreement for Thomas B. Hallman (Incorporated by
reference to Exhibit 10.21 to Form S-1/A filed by CIT on June
26, 2002).
10.6 Retention Agreement for Lawrence A. Marsiello (Incorporated by
reference to Exhibit 10.22 to Form S-1/A filed by CIT on June
26, 2002).
10.7 Retention Agreement for Nikita Zdanow (Incorporated by
reference to Exhibit 10.23 to Form S-1/A filed by CIT on June
26, 2002).
10.8 Executive Severance Plan (Incorporated by reference to Exhibit
10.24 to Form S-1/A filed by CIT on June 26, 2002).
10.9 Long-Term Equity Compensation Plan (Incorporated by reference
to Exhibit 10.25 to Form S-1/A filed by CIT on June 26, 2002).
10.10 Form of Indemnification Agreement (Incorporated by reference
to Exhibit 10.26 to Form S-1/A filed by CIT on June 26, 2002).
10.11 Form of Tax Agreement by and between Tyco International Ltd.
and CIT (Incorporated by reference to Exhibit 10.27 to Form
S-1/A filed by CIT on June 12, 2002).
10.12 Assumption Agreement dated as of July 2, 2002 made by CIT
Group Inc. to the Guaranty dated as of November 15, 1999
guaranteeing Capita Corporation's obligations under a certain
$765,000,000 Credit Agreement dated as of April 13, 1998
(previously filed).
10.13 Assumption Agreement dated as of July 2, 2002 made by CIT
Group Inc. to the 364-Day Credit Agreement dated as of March
28, 2000 between CIT Group Inc., a Nevada corporation, the
several banks and other financial institutions from time to
time parties to the Credit Agreement, J.P. Morgan Securities
Inc., as sole arranger and bookrunner, Barclays Bank PLC; Bank
of America, N.A.; Citibank, N.A.; and The Dai-Ichi Kangyo
Bank, Limited, as syndication agents and JPMorgan Chase Bank,
as administrative agent (previously filed).
10.14 Assumption Agreement dated as of July 2, 2002 made by CIT
Group Inc. to the 5-year Credit Agreement dated as of March
28, 2000 among CIT Group Inc., a Nevada corporation, the
several banks and other financial institutions from time to
time parties to the Credit Agreement, J.P. Morgan Securities
Inc., as sole arranger and bookrunner, Barclays Bank PLC; Bank
of America, N.A.; Citibank, N.A.; and The Dai-Ichi Kangyo
Bank, Limited, as syndication agents and JPMorgan Chase Bank,
as administrative agent (previously filed).
10.15 Guaranty of CIT Group Inc., dated as of July 2, 2002, of
Canadian 364-Day Credit Agreement (previously filed).
12.1 Computation of Ratios of Earnings to Fixed Charges (as
corrected, filed herewith).
99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (previously filed).
99.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(previously filed).
(b) Current Report on Form 8-K filed on April 26, 2002 reporting the Company's
announcement of financial results for the quarter ended March 31, 2002.
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 thereunto duly authorized.
CIT GROUP INC.
By: /s/ Joseph M. Leone
-------------------------------------------
Joseph M. Leone
Executive Vice President and
Chief Financial Officer
(Principal Accounting
and Financial Officer)
Date: August 27, 2002
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.1 to Form S-1/A filed
by CIT on June 26, 2002).
3.2 Certificate of Amendment of Restated Certificate of
Incorporation of the Company (Incorporated by reference to
Exhibit 3.2 to Form S-1/A filed by CIT on June 26, 2002).
3.3 Certificate of Ownership and Merger Merging Tyco Capital
Holding, Inc. and CIT Group Inc. (Del) (previously filed).
3.4 Bylaws of the Company (Incorporated by reference to Exhibit
3.3 to Form S-1/A filed by CIT on June 26, 2002).
4.1 Fourth Supplemental Indenture dated July 2, 2002 between CIT
Group Inc. and Bank One Trust Company, N.A. supplementing an
Indenture dated as of September 24, 1998 (previously filed).
4.2 Third Supplemental Indenture dated July 2, 2002 between CIT
Group Inc. and The Bank of New York supplementing an Indenture
dated as of September 24, 1998 (pursuant to which The CIT
Group Inc., a Delaware corporation, authorized the issue of an
unlimited amount of unsecured and senior subordinated debt
securities) (previously filed).
4.3 Third Supplemental Indenture dated July 2, 2002 between CIT
Group Inc. and The Bank of New York supplementing an Indenture
dated as of September 24, 1998 (pursuant to which The CIT
Group, Inc., a Delaware corporation, authorized the issue of
an unlimited amount of unsecured and unsubordinated debt
securities) (previously filed).
4.4 Third Supplemental Indenture dated July 2, 2002 between CIT
Group Inc. and BNY Midwest Trust Company supplementing an
Indenture dated as of September 24, 1998 (previously filed).
10.1 Form of Separation Agreement by and between Tyco International
Ltd. and CIT (Incorporated by reference to Exhibit 10.2 to
Form S-1/A filed by CIT on June 12, 2002).
10.2 Form of Financial Services Cooperation Agreement by and
between Tyco International Ltd. and CIT (Incorporated by
reference to Exhibit 10.3 to Form S-1/A filed by CIT on June
12, 2002).
10.3 Retention Agreement for Albert R. Gamper, Jr., as proposed to
be amended (Incorporated by reference to Exhibit 10.19 to Form
S-1/A filed by CIT on June 26, 2002).
10.4 Retention Agreement for Joseph M. Leone (Incorporated by
reference to Exhibit 10.20 to Form S-1/A filed by CIT on June
26, 2002).
10.5 Retention Agreement for Thomas B. Hallman (Incorporated by
reference to Exhibit 10.21 to Form S-1/A filed by CIT on June
26, 2002).
10.6 Retention Agreement for Lawrence A. Marsiello (Incorporated by
reference to Exhibit 10.22 to Form S-1/A filed by CIT on June
26, 2002).
Exhibit No. Description
----------- -----------
10.7 Retention Agreement for Nikita Zdanow (Incorporated by
reference to Exhibit 10.23 to Form S-1/A filed by CIT on June
26, 2002).
10.8 Executive Severance Plan (Incorporated by reference to Exhibit
10.24 to Form S-1/A filed by CIT on June 26, 2002).
10.9 Long-Term Equity Compensation Plan (Incorporated by reference
to Exhibit 10.25 to Form S-1/A filed by CIT on June 26, 2002).
10.10 Form of Indemnification Agreement (Incorporated by reference
to Exhibit 10.26 to Form S-1/A filed by CIT on June 26, 2002).
10.11 Form of Tax Agreement by and between Tyco International Ltd.
and CIT (Incorporated by reference to Exhibit 10.27 to Form
S-1/A filed by CIT on June 12, 2002).
10.12 Assumption Agreement dated as of July 2, 2002 made by CIT
Group Inc. to the Guaranty dated as of November 15, 1999
guaranteeing Capita Corporation's obligations under a certain
$765,000,000 Credit Agreement dated as of April 13,
1998 (previously filed).
10.13 Assumption Agreement dated as of July 2, 2002 made by CIT
Group Inc. to the 364-Day Credit Agreement dated as of March
28, 2000 between CIT Group Inc., a Nevada corporation, the
several banks and other financial institutions from time to
time parties to the Credit Agreement, J.P. Morgan Securities
Inc., as sole arranger and bookrunner, Barclays Bank PLC; Bank
of America, N.A.; Citibank, N.A.; and The Dai-Ichi Kangyo
Bank, Limited, as syndication agents and JPMorgan Chase Bank,
as administrative agent (previously filed).
10.14 Assumption Agreement dated as of July 2, 2002 made by CIT
Group Inc. to the 5-year Credit Agreement dated as of March
28, 2000 among CIT Group Inc., a Nevada corporation, the
several banks and other financial institutions from time to
time parties to the Credit Agreement, J.P. Morgan Securities
Inc., as sole arranger and bookrunner, Barclays Bank PLC; Bank
of America, N.A.; Citibank, N.A.; and The Dai-Ichi Kangyo
Bank, Limited, as syndication agents and JPMorgan Chase Bank,
as administrative agent (previously filed).
10.15 Guaranty of CIT Group Inc., dated as of July 2, 2002, of
Canadian 364-Day Credit Agreement (previously filed).
12.1 Computation of Ratios of Earnings to Fixed Charges (as
corrected, filed herewith).
99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(previously filed).
99.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(previously filed).
(b) Current Report on Form 8-K filed on April 26, 2002 reporting the Company's
announcement of financial results for the quarter ended March 31, 2002.