Rule 424(b)(3)
Registration Statement Nos. 333-98743 and 333-103966
Common Code 019252043;
ISIN XS0192520434
PRICING SUPPLEMENT NO. 17
Dated May 7, 2004 to
Prospectus, dated May 9, 2003 and
Prospectus Supplement, dated May 9, 2003.
[CIT GROUP LOGO]
CIT GROUP INC.
EUR500,000,000 FLOATING RATE SENIOR NOTES
DUE MAY 13, 2009
Joint Lead Managers
DEUTSCHE BANK LEHMAN BROTHERS SG CORPORATE &
INVESTMENT BANKING
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ABN AMRO BARCLAYS CAPITAL
BNP PARIBAS CREDIT SUISSE FIRST BOSTON
HSBC UBS INVESTMENT BANK
---------------
DAIWA SECURITIES SMBC EUROPE MIZUHO INTERNATIONAL PLC
RBC CAPITAL MARKETS THE ROYAL BANK OF SCOTLAND
(X) Senior Note ( ) Senior Subordinated Note
PRINCIPAL AMOUNT: EUR500,000,000.
PROCEEDS TO CORPORATION: 99.650% or EUR498,250,000.
UNDERWRITERS' COMMISSION: 0.350% or EUR1,750,000.
ISSUE PRICE: 100% or EUR500,000,000.
ORIGINAL ISSUE DATE: May 13, 2004.
MATURITY DATE: May 13, 2009, 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 BASIS: EURIBOR.
INDEX MATURITY: Three months.
SPREAD: +45 basis points (0.45%).
INTEREST RATE CALCULATION: EURIBOR determined on the Interest Determination Date plus
the Spread.
INITIAL INTEREST RATE: EURIBOR determined two TARGET Business Days prior to the
Original Issue Date plus the Spread.
SPECIFIED CURRENCY: Euro (EUR).
DENOMINATIONS: EUR50,000 and integrals of EUR1,000 thereafter.
DELIVERY: The notes are expected to be delivered to purchasers through
Clearstream and Euroclear, as the case may be, on or about
May 13, 2004.
FORM: Global Note.
INTEREST RESET DATES: Quarterly on August 13, November 13, February 13 and May 13
of each year, commencing August 13, 2004, provided that if
any such day is not a Business Day, then the Interest Reset
Date will be the next succeeding Business Day, except that
if such Business Day is in the next succeeding calendar
month, such Interest Reset Date will be the immediately
preceding Business Day.
INTEREST PAYMENT DATES: Interest will be paid at maturity, upon earlier tax
redemption (to the extent provided in the prospectus
supplement) and quarterly on August 13, November 13,
February 13 and May 13 of each year, commencing August 13,
2004, provided that if any such day is not a Business Day,
payment will be made on the next succeeding Business Day or,
if such Business Day is in the next succeeding calendar
month, on the immediately preceding Business Day, and no
interest on such payment will accrue for the period from and
after such Interest Payment Date.
Interest shall be payable in Euro.
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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.
INTEREST DETERMINATION DATE: Two TARGET Business Days prior to each Interest Reset Date.
CALCULATION DATE: The earlier of (i) the fifth Business Day after each
Interest Determination Date, or (ii) the Business Day
immediately preceding the applicable Interest Payment Date.
MAXIMUM INTEREST RATE: Maximum rate permitted by New York law.
MINIMUM INTEREST RATE: 0.0%.
EXCHANGE LISTING: We will apply to have the notes listed on the Luxembourg
Stock Exchange.
OTHER PROVISIONS: We will round all percentages resulting from any calculation
of the rate of interest on floating rate notes, if
necessary, to the nearest one thousandth of a percentage
point, with five ten thousandths of a percentage point
rounded upward (e.g., 9.8765% (or .098765) being rounded to
9.877% (or .09877)).
'EURIBOR' means the rate for deposits in Euro having the
Index Maturity specified above that appears on the Telerate
Page 248 (defined below) as of 11:00 a.m., Brussels time, on
the applicable Interest Determination Date.
'Telerate Page 248' means the display page designated as
page 248 on the Moneyline Telerate service (or such other
page as may replace page 248 on that service for the purpose
of displaying Euro-zone interbank offered rates).
'Business Day' means any day other than a Saturday or Sunday
that is (i) neither a legal holiday nor a day on which
banking institutions are authorized or required by law or
regulation (including any executive order) to close in the
City of New York and (ii) a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open.
'TARGET Business Day' means any day on which the Trans-
European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open.
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ADDITIONAL OFFERING
RESTRICTIONS: Each Underwriter has represented and agreed that the
offering of the notes has not been cleared by CONSOB (the
Italian Securities Exchange Commission) pursuant to Italian
securities legislation and, accordingly, that no notes may
be offered, sold or delivered, nor may copies of this
pricing supplement or of any other document relating to the
notes be distributed in the Republic of Italy, except (i) to
professional investors (operatori qualificati), as defined
in Article 31, second paragraph, of CONSOB Regulation No.
11522 of July 1, 1998, as amended, or (ii) in circumstances
which are exempted from the rules on solicitation of
investments pursuant to Article 100 of Legislative Decree
No. 58 of February 24, 1998 (the 'Financial Services Act')
and Article 33, first paragraph, of CONSOB Regulation No.
11971 of May 14, 1999, as amended.
Each Underwriter has further represented and agreed that any
offer, sale or delivery of the notes or distribution of
copies of this pricing supplement or any other document
relating to the notes in the Republic of Italy under (i) or
(ii) above must be:
(a) made by an investment firm, bank or financial
intermediary permitted to conduct such activities in the
Republic of Italy in accordance with the Financial Services
Act and Legislative Decree No. 385 of September 1, 1993 (the
'Banking Act'), as amended; and
(b) in compliance with Article 129 of the Banking Act and
the implementing guidelines of the Bank of Italy pursuant to
which the issue on the offer of securities in the Republic
of Italy may need to be preceded and followed by an
appropriate notice to be filed with the Bank of Italy
depending, inter alia, on the aggregate value of the
securities issued or offered in the Republic of Italy and
their characteristics; and
(c) in accordance with any other applicable laws and
regulations.
TRUSTEE, REGISTRAR AND
AUTHENTICATING AGENT: J.P. Morgan Trust Company, National Association (as
successor to Bank One Trust Company, N.A.).
LONDON CALCULATION AGENT AND
LONDON PAYING AGENT: JPMorgan Chase Bank (as successor to Bank One NA, London
Branch).
COMMON CODE: 019252043
ISIN: XS0192520434
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This pricing supplement contains 'forward-looking statements' within the
meaning of the Private Securities Litigation Reform Act of 1995. All
forward-looking statements involve risks, uncertainties and contingencies, many
of which are beyond our control. All statements contained herein that are not
clearly historical in nature are forward-looking, and the words 'intend,'
'anticipate,' 'believe,' 'expect,' 'estimate,' 'plan' and similar expressions
are generally intended to identify forward-looking statements.
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PLAN OF DISTRIBUTION
We have entered into a terms agreement, dated as of May 7, 2004, with the
Underwriters named below for whom Deutsche Bank AG London, Lehman Brothers
International (Europe) and Societe Generale 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:
UNDERWRITERS OF NOTES PRINCIPAL AMOUNT
--------------------- ----------------
Deutsche Bank AG London..................................... EUR133,334,000
Lehman Brothers International (Europe)...................... 133,333,000
Societe Generale............................................ 133,333,000
ABN AMRO Bank N.V........................................... 12,500,000
Barclays Bank PLC .......................................... 12,500,000
BNP Paribas................................................. 12,500,000
Credit Suisse First Boston (Europe) Limited................. 12,500,000
HSBC Bank plc .............................................. 12,500,000
UBS Limited................................................. 12,500,000
Daiwa Securities SMBC Europe Limited........................ 6,250,000
Mizuho International plc ................................... 6,250,000
Royal Bank of Canada Europe Limited......................... 6,250,000
The Royal Bank of Scotland plc ............................. 6,250,000
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Total................................................... EUR500,000,000
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We have been advised by the Underwriters that they propose initially to
offer the notes at the issue price set forth on the cover page of this pricing
supplement, and to certain dealers at a price less a total concession not in
excess of 0.25% of the principal amount of the notes. After the initial
offering, the issue price and the concession may be changed from time to time.
Although we will apply to have the notes listed 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.
Deutsche Bank AG London or any agent acting on its behalf may, to the extent
permitted by applicable laws, over-allot or effect transactions in connection
with the distribution of the notes with a view to supporting the market price of
the notes at a level higher than that which might otherwise prevail in the open
market, but in doing so it shall act as principal and not as our agent and any
loss resulting from over-allotment or stabilization will be borne, and any
profit arising from them shall be retained, by Deutsche Bank AG London and/or
any of the stabilization agents, as the case may be. The Underwriters
acknowledge that we have not authorized the issue of the notes in a principal
amount exceeding EUR500,000,000.
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.
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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 A. Votek
..............................
DULY AUTHORIZED
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