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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K/A
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-31369
CIT Group Inc.
(Exact name of registrant as specified in its charter)
Delaware 65-1051192
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1211 Avenue of the Americas, New York, New York 10036
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (212) 536-1211
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, par value $0.01 per share............ New York Stock Exchange
5 7/8% Notes due October 15, 2008.................. New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|.
Indicate by check mark whether the registrant is an accelerated filer as defined
in Rule 12b-2 of the Act of 1934. Yes |X| No |_|.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this Chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|
The aggregate market value of voting common stock held by non-affiliates of the
registrant, based on the New York Stock Exchange Composite Transaction closing
price of Common Stock ($38.29 per share, 210,700,091 shares of common stock
outstanding), which occurred on June 30, 2004, was $8,067,706,484. For purposes
of this computation, all officers and directors of the registrant are deemed to
be affiliates. Such determination shall not be deemed an admission that such
officers and directors are, in fact, affiliates of the registrant. At February
15, 2005, 210,851,464 shares of CIT's common stock, par value $0.01 per share,
were outstanding.
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INTRODUCTORY NOTE
This Amendment is being filed to correct the periods referenced in Exhibits 32.1
and 32.2 - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, which were filed as exhibits
to CIT Group Inc.'s annual report on Form 10-K for the year ended December 31,
2004. The exhibits, as originally filed, stated that each was being given for
the year ended December 31, 2003. The revised exhibits each state that they are
being given for the year ended December 31, 2004.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ ROBERT J. INGATO
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March 14, 2005 Robert J. Ingato
Executive Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on March 14, 2005 in the
capacities indicated below.
Name Date
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/S/ JEFFREY M. PEEK March 14, 2005
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Jeffrey M. Peek
Chairman and Chief Executive Officer
and Director
GARY C. BUTLER*
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Gary C. Butler
Director
WILLIAM A. FARLINGER*
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William A. Farlinger
Director
WILLIAM FREEMAN
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William Freeman
Director
THOMAS H. KEAN*
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Thomas H. Kean
Director
EDWARD J. KELLY, III*
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Edward J. Kelly, III
Director
MARIANNE MILLER PARRS*
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Marianne Miller Parrs
Director
TIMOTHY M. RING
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Timothy M. Ring
Director
JOHN RYAN*
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John Ryan
Director
PETER J. TOBIN*
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Peter J. Tobin
Director
LOIS M. VAN DEUSEN*
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Lois M. Van Deusen
Director
/S/ JOSEPH M. LEONE March 14, 2005
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Joseph M. Leone
Vice Chairman and
Chief Financial Officer
/s/ WILLIAM J. TAYLOR March 14, 2005
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William J. Taylor
Executive Vice President, Controller and
Principal Accounting Officer
*By: /S/ ROBERT J. INGATO March 14, 2005
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Robert J. Ingato
Executive Vice President, General Counsel
and Secretary
* Original powers of attorney authorizing Robert Ingato, and James P. Shanahan
and each of them to sign on behalf of the above-mentioned directors are held by
the Corporation and available for examination by the Securities and Exchange
Commission pursuant to Item 302(b) of Regulation S-T.
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Exhibit Index
32.1 Certification of Jeffrey M. Peek pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Joseph M. Leone pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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