FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of a Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month(s) of: January 1, 1997 to December 31, 1997
NEWCOURT CREDIT GROUP INC.
BCE Place, 181 Bay Street
Suite 3500, P.O. Box 827
Toronto, Ontario
Canada, M5J 2T3
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F / / Form 40-F /X/
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.]
Yes / / No /X/
[If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b)]
82-
SIGNATURES
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, thereunto duly authorized.
Date: March 8,1999
NEWCOURT CREDIT GROUP INC.
By: John P. Stevenson
Corporate Secretary
CONTACT: Jeffery D. Simon Daniel A. Jauernig
Senior Vice President, President, Newcourt Services'
Investor Relations and Chief Financial Officer
The CIT Group, Inc. Newcourt Credit Group Inc.
(973) 535-5911 (973) 606-3799
www.citgroup.com www.newcourt.com
CIT AND NEWCOURT TO COMBINE IN $9 BILLION STOCK TRANSACTION
WILL CREATE LARGEST PUBLICLY-HELD COMMERCIAL
FINANCING COMPANY
LIVINGSTON, NJ, March 8, 1999 - The CIT Group, Inc. (NYSE: CIT) of
Livingston, New Jersey, today announced that it will acquire Newcourt Credit
Group Inc. (NYSE: NCT; TSE: NCT), with headquarters in Toronto, Canada and
Parsippany, New Jersey, in an exchange of stock valued at approximately $9
billion. The transaction will create the largest publicly-owned company in the
commercial finance industry, with leadership positions across a diverse range
ofindustry segments, a strong balance sheet and combined managed assets of
approximately $50 billion.
Under the terms of the transaction, 0.92 shares of CIT will be exchanged
for each outstanding share of Newcourt common stock. Albert R. Gamper, Jr.,
President and CEO of CIT, will become Chairman of the Board and will remain
Chief Executive Officer. Steven K. Hudson, Newcourt's President and Chief
Executive Officer, will be The CIT Group's President and a member of the Board
of Directors. The transaction, which has been unanimously approved by the
Boards of Directors of both companies, is expected to close during the third
quarter of 1999.
Mr. Gamper and Mr. Hudson said in a joint statement, "The strategic logic
of this transaction is clear: it combines two companies with exceptionally
strong credit cultures that together can deliver high-quality, sustainable
growth at increased margins and, in turn, build significant shareholder value."
Mr. Gamper said, "This is a bold and transforming transaction for CIT,
combining our extensive management experience and 'best in class' credit
capabilities with Newcourt's innovative, entrepreneurial spirit and superior
'second to none' origination platforms. Newcourt has well-established vendor
financing relationships in a range of high-growth industries with companies
such as Dell, Lucent, Snap-On Tools and Western Star, superior front-end,
technology-driven credit systems and excellent acquisition integration
experience."
Mr. Hudson said, "This is an excellent transaction for Newcourt
shareholders and vendor partners. It meets our strategic objectives of
continuing to support the extraordinary growth of our vendor partners and
achieving a lower cost of capital. With a 'fortress' balance sheet and a clear
recognition of the value of our vendor relationships, CIT is exactly the kind
of partner we've been looking for. Combined with CIT, we will be able to
service our vendor partners and other customers better than even before."
"The synergies in this combination are tremendous. They include
complementary business lines, improved funding costs and a more diverse
business mix. This transaction is driven by the considerable growth
opportunities it creates and we expect to realize cost savings with overall
expected synergies of $150 million," said Mr. Hudson.
Mr. Gamper said, "Over the past eleven years, our goals at CIT have been
to increase profitability, returns and growth. I believe this transaction
will provide improvement to all three. In addition, I am confident that the
combination of Newcourt and CIT will receive strong credit ratings."
"CIT will benefit from scale, diversification and balance sheet. It will
have a very strong marketing presence in North America and Western Europe and a
broad business segment mix with strategically focused businesses," concluded
Mr. Gamper.
The CIT Group, founded in 1908, will have more than $50 billion in managed
assets, $2.2 billion in revenues and more than $500 million in after-tax
earnings on a combined basis. At year-end 1998, The CIT Group had more than
$26 billion in managed assets and reported net income of $338.8 million and
Newcourt had $23 billion in managed assets and reported net income of $198.2
million.
CIT has 3200 employees and Newcourt employs 5000 people. The CIT Group's stock
will continue to be traded on the New York Stock Exchange under the symbol
"CIT" and will be listed on the Toronto Stock Exchange.
Following the acquisition, which will be accounted for on a purchase
basis, CIT shareholders will own 54% of the combined company and Newcourt
shareholders will own 46%. The transaction also further broadens the public
shareholder base of both companies. Upon the close of the transaction, the
Dai-Ichi Kangyo Bank, CIT's largest shareholder, will own approximately 24%
of the combined company, and CIBC and Nomura Securities, Newcourt's two
largest shareholders, each will own approximately 5% and 6% respectively.
Following the close of the transaction, CIT's Board of Directors will have 20
members, including 11 directors from the current CIT Board and 9 directors
from the current Newcourt Board.
J.P. Morgan acted as financial advisor and provided a fairness opinion
to CIT. Goldman Sachs and CIBC World Markets acted as financial advisors and
provided fairness opinions to Newcourt.
The combined company will have its principal offices in New Jersey.
Completion of the merger is conditioned upon, among other things, customary
regulatory and shareholder approvals.