Rule 424(b)(3)
Registration Statement Nos. 333-92258 and 333-98743
CUSIP 125581AC2; Common Code 015532726;
ISIN US125581AC24
PRICING SUPPLEMENT NO. 2
Dated September 18, 2002 to
Prospectus, dated September 13, 2002 and
Prospectus Supplement, dated September 13, 2002.
[CIT LOGO]
CIT GROUP INC.
$850,000,000 5.75% SENIOR NOTES
DUE SEPTEMBER 25, 2007
Joint Lead Managers
BARCLAYS CAPITAL CREDIT SUISSE FIRST BOSTON JPMORGAN
------------------------
ABN AMRO INCORPORATED BANC ONE CAPITAL MARKETS, INC. BNP PARIBAS
DEUTSCHE BANK SECURITIES UBS WARBURG WACHOVIA SECURITIES
------------------------
MIZUHO INTERNATIONAL PLC NATIONAL AUSTRALIA BANK RBC CAPITAL MARKETS
(X) Senior Note ( ) Senior Subordinated Note
PRINCIPAL AMOUNT: U.S. $850,000,000.00.
PROCEEDS TO CORPORATION: 99.59422% or $846,550,870.00.
UNDERWRITER'S COMMISSION: 0.35% or $2,975,000.00.
ISSUE PRICE: $849,525,870.00.
ORIGINAL ISSUE DATE: September 25, 2002.
MATURITY DATE: September 25, 2007, 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 payment will accrue for the period from and after the
Maturity Date.
INTEREST RATE: The notes will bear interest at an annual rate of 5.75%.
SPECIFIED CURRENCY: U.S. Dollars.
DELIVERY: The Notes are expected to be delivered in book-entry form
only, to purchasers through The Depository Trust Company,
Clearstream and Euroclear, as the case may be, on or about
September 25, 2002.
FORM: Global Note.
INTEREST PAYMENT DATES: Interest will be paid at maturity, upon earlier tax
redemption (to the extent provided in the prospectus
supplement) and semiannually on September 25 and March 25 of
each year, commencing March 25, 2003, provided that if any
such day is not a Business Day, the Interest Payment Date
will be the next succeeding 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, and no interest on such payment will accrue
for the period from and after the Maturity Date.
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 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 Stock Exchange
OTHER PROVISIONS:
TRUSTEE, REGISTRAR, Bank One Trust Company, N.A.
AUTHENTICATING, U.S.
CALCULATION AGENT AND U.S.
PAYING AGENT:
CUSIP: 125581AC2
COMMON CODE: 015532726
ISIN: US125581AC24
2
PLAN OF DISTRIBUTION
We have entered into a terms agreement, dated as of September 18, 2002, with
the Underwriters named below for whom Barclays Capital Inc., Credit Suisse First
Boston Corporation and J.P. Morgan Securities 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 has severally agreed to purchase, the principal amount of the notes
set forth opposite its name below:
PRINCIPAL
UNDERWRITERS OF NOTES AMOUNT
--------------------- ------
Barclays Capital Inc. ...................................... $221,000,000
Credit Suisse First Boston Corporation...................... 221,000,000
J.P. Morgan Securities Inc. ................................ 221,000,000
ABN AMRO Incorporated....................................... 25,500,000
Banc One Capital Markets, Inc. ............................. 25,500,000
BNP Paribas Securities Corp. ............................... 25,500,000
Deutsche Bank Securities Inc. .............................. 25,500,000
UBS Warburg LLC............................................. 25,500,000
Wachovia Securities, Inc. .................................. 25,500,000
Mizuho International plc.................................... 11,334,000
National Australia Bank Ltd., London Branch................. 11,333,000
RBC Dominion Securities Corporation......................... 11,333,000
------------
Total................................................... $850,000,000
------------
------------
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 the
cover page of this pricing supplement, and to certain dealers at a price less a
concession not in excess of 0.20% of the principal amount of the notes. The
Underwriters may allow, and these dealers may reallow, a concession to certain
other dealers not in excess of 0.15% of the principal amount of the notes. After
the initial public offering, the public offering price and these concessions may
be changed from time to time.
Although application has been made to list the notes 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.
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 the 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.
3
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.
Signed on behalf of CIT Group Inc.:
By: /s/ Glenn Votek
.................................
DULY AUTHORIZED
4