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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
| February 13, 2007 (February 12, 2007) |
| Date of Report (Date of earliest event reported) |
| CIT GROUP INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-31369 | 65-1051192 | ||
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| incorporation) |
| 505 Fifth Avenue |
| New York, New York 10017 |
| (Address of principal executive offices, including zip code) |
| (212) 771-0505 |
| (Registrant's telephone number, including area code) |
| Not Applicable |
| (Former name or address, if changed since last report) |
Exhibit Index Appears on Page 4.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
SEC 873 (11-06)
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Section 8 – Other Events
Item 8.01 Other Events.
On February 12, 2007, CIT Group Inc. (“CIT”) made available to investors a pricing supplement no. 22, dated February 12, 2007, a prospectus supplement, dated February 10, 2006 and a prospectus, dated January 19, 2006, with respect to the issuance of CIT’s 5.050% Senior Notes due February 15, 2010 (the “5.050% Senior Notes”), the 5.150% Senior Notes due February 15, 2012 (the “5.150% Senior Notes”), the 5.800% Senior Notes due February 15, 2017 (the “5.800% Senior Notes”) and the 5.950% Senior Notes due February 15, 2022 (the “5.950% Senior Notes” and, together with the 5.050% Senior Notes, the 5.150% Senior Notes and the 5.800% Senior Notes, the “Notes”) pursuant to an indenture, dated as of January 20, 2006, between CIT and The Bank of New York, as successor in interest to JPMorgan Chase Bank, N.A., as Trustee (the “Indenture”), a form of which CIT filed as Exhibit 4.3 to its shelf registration statement (File No. 333-131159), filed under the Securities Act of 1933, as amended, with the Securities and Exchange Commission on January 20, 2006.
In connection with the issuance of the Notes, John P. Sirico, II, a Vice President and Assistant General Counsel of CIT, has delivered an opinion to CIT, dated February 12, 2007, regarding the legality of the notes upon issuance and sale thereof on February 23, 2007. A copy of the opinion as to legality is attached as Exhibit 5.1 hereto.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | ||
| The following exhibits are filed or furnished herewith: | |||
| 5.1 | Opinion of CIT | ||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CIT GROUP INC. | ||||
| Dated: February 13, 2007 | By: | /s/ Glenn A. Votek | ||
| Name: | Glenn A. Votek | |||
| Title: | Executive Vice President & Treasurer | |||
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EXHIBIT INDEX
| Exhibit Number | Description |
| 5.1 | Opinion of CIT |
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