THE INFORMATION IN THIS PRICING SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED.
THIS PRICING SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE
OFFER OR SALE IS NOT PERMITTED.
PRELIMINARY PRICING SUPPLEMENT
SUBJECT TO COMPLETION, DATED NOVEMBER 12, 2002
Rule 424(b)(3)
Registration Statement No. 333-92258 and
333-98743
CUSIP #
PRELIMINARY PRICING SUPPLEMENT NO.
Dated November 12, 2002 to
Prospectus, dated September 13, 2002 and
Prospectus Supplement, dated September 13, 2002.
CIT GROUP INC.
GLOBAL MEDIUM-TERM FIXED RATE NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(X) Senior Note ( ) Senior Subordinated Note
PRINCIPAL AMOUNT: U.S. $ .
PROCEEDS TO CORPORATION: % or $ .
AGENT COMMISSION: % or $ .
ISSUE PRICE: % or $ .
ORIGINAL ISSUE DATE: November , 2002.
MATURITY DATE: , 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 %.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION OR OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PRICING SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS AND PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
Joint Bookrunning Lead Managers
BANC OF AMERICA SECURITIES LLC JPMORGAN
The date of this pricing supplement is November , 2002
SPECIFIED CURRENCY: U.S. Dollars.
DELIVERY: It is expected that the Notes will be ready for delivery in
book-entry form, through the facilities of The Depository
Trust Company (in the United States), Clearstream Banking
societe anonyme or Euroclear Bank S.A./N.V., as operator of
the Euroclear System, on or about November 19, 2002.
FORM: Global Note.
INTEREST PAYMENT DATES: Interest will be paid at maturity and on and
of each year, commencing ,
provided that if any such day is not a Business Day, the
Interest Payment Date will be the next succeeding Business
Day, and no interest on such payment will accrue for the
period from and after the Maturity Date.
ACCRUAL OF INTEREST: 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.
OPTIONAL REDEMPTION: The Notes may be redeemed in whole at any time or in part
from time to time, at our option, at a redemption price
equal to the greater of:
100% of the principal amount of the Notes then
outstanding to be redeemed; or
the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be
redeemed (not including any portion of such payments of
interest accrued to the date of redemption) discounted
to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day
months) at the applicable treasury rate
plus basis points
plus, in each case, accrued and unpaid interest on the
principal amount being redeemed to the redemption date.
'treasury rate' means, with respect to any redemption date:
the yield, under the heading which represents the average
for the immediately preceding week, appearing in the
most recently published statistical release designated
'H.15(519)' or any successor publication which is
published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively
traded U.S. Treasury securities adjusted to constant
maturity under the caption 'Treasury Constant
Maturities,' for the maturity corresponding to the
comparable treasury issue (if no maturity is within three
months before or after the remaining life (as defined
below), yields for the two published maturities most
closely corresponding to the comparable treasury issue
will be determined and the treasury rate will be
interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month); or
if such release (or any successor release) is not
published during the week preceding the calculation date
or does not contain such yields, the rate per annum
equal to the semiannual equivalent yield to maturity of
the comparable treasury issue, calculated using a price
for the comparable treasury issue (expressed as a
percentage of its principal amount) equal to the
comparable treasury price for such redemption date.
The treasury rate will be calculated on the third business
day preceding the date fixed for redemption.
'comparable treasury issue' means the U.S. Treasury security
selected by an independent investment banker as having a
maturity comparable to the remaining term ('remaining life')
of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Notes.
'comparable treasury price' means (1) the average of five
reference treasury dealer quotations for such redemption
date, after excluding the highest and lowest reference
treasury dealer quotations, or (2) if the independent
investment banker obtains fewer than four such reference
treasury dealer quotations, the average of all such
quotations.
'independent investment banker' means either J.P. Morgan
Securities Inc. or Banc of America Securities LLC, as
specified by us, or, if these firms are unwilling or unable
to select the comparable treasury issue, an independent
investment banking institution of national standing
appointed by us.
'reference treasury dealer' means (1) J.P. Morgan Securities
Inc. and Banc of America Securities LLC and their respective
successors, provided, however, that if either of the
foregoing shall cease to be a primary U.S. government
securities dealer in New York City (a 'primary treasury
dealer'), we will substitute therefor another primary
treasury dealer and (2) any other primary treasury dealer
selected by us after consultation with the independent
investment banker.
'reference treasury dealer quotations' means, with respect
to each reference treasury dealer and any redemption date,
the average, as determined by the independent investment
banker, of the bid and asked prices for the comparable
treasury issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the independent
investment banker at 5:00 p.m., New York City time, on the
third business day preceding such redemption date.
We will mail a notice of redemption to each holder of Notes
to be redeemed by first-class mail at least 30 and not more
than 60 days prior to the date fixed for redemption. Unless
we default on payment of the redemption price, interest will
cease to accrue on the Notes or portions thereof called for
redemption. If fewer than all of the Notes are to be
redeemed, the trustee will select, not more than 60 days
prior to the redemption date, the particular Notes or
portions thereof for redemption from the outstanding Notes
not previously called by such method as the trustee deems
fair and appropriate.
MOODY'S RATING: A2
S&P RATING: A
FITCH RATING: A
EXCHANGE LISTING: The Notes will not be listed on any exchange at the time of
issuance. We do not expect, nor do we undertake any
responsibility, to list the Notes on any exchange in the
future.
OTHER PROVISIONS:
TRUSTEE, REGISTRAR,
AUTHENTICATING AND
PAYING AGENT: Bank One Trust Company, N.A.
AGENTS: Banc of America Securities LLC, J.P. Morgan Securities Inc.
CUSIP:
PLAN OF DISTRIBUTION
We are offering these securities ultimately to purchasers of pass-through
certificates of the Core Investment Grade Bond Trust I offered simultaneously
herewith through Core Bond Products LLC, as depositor of the Core Investment
Grade Bond Trust I, utilizing the services of Banc of America Securities LLC and
J.P. Morgan Securities Inc. as our agents. Each of Banc of America Securities
LLC and J.P. Morgan Securities Inc. is a statutory underwriter within the
meaning of the Securities Act of 1933.
We have authorized the placement agents to deliver a copy of this pricing
supplement and the attached prospectus and prospectus supplement relating to the
Notes offered hereby to purchasers of the trust's pass-through certificates.
This pricing supplement and the attached prospectus and prospectus supplement
relate only to us and the Notes and do not relate to the trust, the pass-
through trust certificates or any other securities underlying the trust's
pass-through certificates. You should only rely on this pricing supplement and
the attached prospectus and prospectus supplement for a description of us and
the Notes.
We have not participated in nor are we passing on the formation of the trust
or the depositor, any other securities underlying the trust's pass-through
certificates or the preparation of the registration statement and related
prospectus used in connection with the offering and sale of the trust's
pass-through certificates. We are not partners, joint venturers or, except as
stated in the above two paragraphs, in any other arrangement with the trust or
the depositor nor do we own any interest in the trust. We have no arrangements
with any of the other issuers whose securities may be deposited in the trust
relating to the trust or such securities. Accordingly, we are not assuming any
responsibility for or any liability or obligations with respect to the trust,
the depositor, the pass-through certificates, the securities of any other issuer
that may be deposited into the trust or the registration statements and
prospectuses relating to the pass-through certificates or any such securities
nor are we making any representation as to the accuracy or completeness of any
of such registration statements or prospectuses. Our sale of the Notes to the
trust is not an endorsement of or recommendation to purchase the trust's
pass-through certificates or the securities of any other issuer that are
deposited into the trust. We are not guaranteeing the performance of any
obligations of the trust, the depositor or any of the other issuers that may
deposit securities into the trust. Our responsibilities, liabilities and
obligations are limited solely to the information contained in or specifically
incorporated by reference in this pricing supplement and the attached prospectus
and prospectus supplement and to our obligations under the Notes described in
this pricing supplement and the indenture under which such Notes are being
issued.