Rule 424(b)(3)
Registration Statement Nos. 333-98743 and 333-103966
CUSIP 125581AH1; Common Code 018642883;
ISIN US125581AH11
PRICING SUPPLEMENT NO. 12
Dated February 9, 2004 to
Prospectus, dated May 9, 2003 and
Prospectus Supplement, dated May 9, 2003.
[CIT LOGO]
CIT GROUP INC.
$750,000,000 5.00% SENIOR NOTES
DUE FEBRUARY 13, 2014
Joint Lead Managers
CITIGROUP GOLDMAN, SACHS & CO. MORGAN STANLEY
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ABN AMRO INCORPORATED BANC ONE CAPITAL MARKETS, INC.
CREDIT SUISSE FIRST BOSTON HSBC
LEHMAN BROTHERS SG COWEN
UBS INVESTMENT BANK WACHOVIA SECURITIES
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BNY CAPITAL MARKETS, INC. MIZUHO INTERNATIONAL PLC NATIONAL AUSTRALIA BANK
(X) Senior Note ( ) Senior Subordinated Note
PRINCIPAL AMOUNT: $750,000,000.
PROCEEDS TO CORPORATION: 98.851% or $741,382,500.
UNDERWRITERS' COMMISSION: 0.450% or $3,375,000.
ISSUE PRICE: 99.301% or $744,757,500.
ORIGINAL ISSUE DATE: February 13, 2004.
MATURITY DATE: February 13, 2014, provided that if such day is not a
Business Day, the payment of principal and interest may be
made on the next succeeding Business Day, and no interest on
such payment will accrue for the period from and after the
Maturity Date.
INTEREST RATE: The notes will bear interest at an annual rate of 5.00%.
SPECIFIED CURRENCY: U.S. Dollars ($).
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
February 13, 2004.
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 February 13 and August 13 of
each year, commencing August 13, 2004, 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.
EXCHANGE LISTING: None.
TRUSTEE, REGISTRAR,
AUTHENTICATING AGENT,
U.S. CALCULATION AGENT AND
U.S. PAYING AGENT: J.P. Morgan Trust Company, National Association (as
successor to Bank One Trust Company, N.A.)
CUSIP: 125581AH1
COMMON CODE: 018642883
ISIN: US125581AH11
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PLAN OF DISTRIBUTION
We have entered into a terms agreement, dated as of February 9, 2004, with
the Underwriters named below for whom Citigroup Global Markets Inc., Goldman,
Sachs & Co. and Morgan Stanley & Co. Incorporated 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
--------------------- ------
Citigroup Global Markets Inc................................ $196,500,000
Goldman, Sachs & Co......................................... 196,500,000
Morgan Stanley & Co. Incorporated........................... 196,500,000
ABN AMRO Incorporated....................................... 19,500,000
Banc One Capital Markets, Inc............................... 19,500,000
Credit Suisse First Boston LLC.............................. 19,500,000
HSBC Securities (USA) Inc................................... 19,500,000
Lehman Brothers Inc......................................... 19,500,000
SG Cowen Securities Corporation............................. 19,500,000
UBS Securities LLC.......................................... 19,500,000
Wachovia Capital Markets, LLC............................... 19,500,000
BNY Capital Markets, Inc.................................... 1,500,000
Mizuho International plc.................................... 1,500,000
National Australia Bank Limited............................. 1,500,000
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Total................................................... $750,000,000
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We have been advised by the Underwriters that they propose initially to
offer the notes to the public at the public offering price set forth on the
cover page of this pricing supplement, and to certain dealers at a price less a
concession not in excess of 0.30% 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 0.20% 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.
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.
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.
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