Rule 424(b)(3)
Registration Statement Nos. 333-98743 and 333-103966
CUSIP 125577AP1; Common Code 017977091;
ISIN US125577AP17
PRICING SUPPLEMENT NO. 5
Dated October 27, 2003 to
Prospectus, dated May 9, 2003 and
Prospectus Supplement, dated May 9, 2003.
[CIT LOGO]
CIT GROUP INC.
$500,000,000 3.875% SENIOR NOTES
DUE NOVEMBER 3, 2008
Joint Lead Managers
BANC OF AMERICA SECURITIES LLC BARCLAYS CAPITAL JPMORGAN
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ABN AMRO INCORPORATED BANC ONE CAPITAL MARKETS, INC. DEUTSCHE BANK SECURITIES
LEHMAN BROTHERS UBS INVESTMENT BANK WACHOVIA SECURITIES
(X) Senior Note ( ) Senior Subordinated Note
PRINCIPAL AMOUNT: $500,000,000.
PROCEEDS TO CORPORATION: 99.089% or $495,445,000.
UNDERWRITERS' COMMISSION: 0.350% or $1,750,000.
ISSUE PRICE: 99.439% or $497,195,000.
ORIGINAL ISSUE DATE: November 3, 2003.
MATURITY DATE: November 3, 2008, provided that if such day is not a
Business Day, the payment of principal and interest may be
made on the next succeeding Business Day, and no interest on
such payment will accrue for the period from and after the
Maturity Date.
INTEREST RATE: The notes will bear interest at an annual rate of 3.875%.
SPECIFIED CURRENCY: U.S. Dollars ($).
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
November 3, 2003.
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 May 3 and November 3 of each
year, commencing May 3, 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: Luxembourg Stock Exchange.
TRUSTEE, REGISTRAR,
AUTHENTICATING, U.S.
CALCULATION AGENT AND U.S.
PAYING AGENT: Bank One Trust Company, N.A.
CUSIP: 125577AP1
COMMON CODE: 017977091
ISIN: US125577AP17
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PLAN OF DISTRIBUTION
We have entered into a terms agreement, dated as of October 27, 2003, with
the Underwriters named below for whom Banc of America Securities LLC, Barclays
Capital Inc. and J.P. Morgan Securities Inc. 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
--------------------- ------
Banc of America Securities LLC.............................. $135,000,000
Barclays Capital Inc. ...................................... 135,000,000
J.P. Morgan Securities Inc. ................................ 135,000,000
ABN AMRO Incorporated....................................... 15,834,000
Banc One Capital Markets, Inc. ............................. 15,834,000
Deutsche Bank Securities Inc. .............................. 15,833,000
Lehman Brothers Inc. ....................................... 15,833,000
UBS Securities LLC.......................................... 15,833,000
Wachovia Capital Markets, LLC............................... 15,833,000
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Total................................................... $500,000,000
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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 0.25% 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 0.15% 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.
Although application has been made to list the notes 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.
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.
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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