Securities Law & Instruments

Headnote

Mutual Reliance Review Systemfor Exemptive Relief Applications - amendment to previous MRRSdecision to reflect change in corporate structure.

Applicable Ontario StatutoryProvisions

Securities Act, R.S.O. 1990,c. S.5, as am., s. 144.

Regulations Cited

Regulation made under the SecuritiesAct, R.R.O. 1990, Reg. 1015, as am.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

THE PROVINCES OF BRITISH COLUMBIA,ALBERTA,

SASKATCHEWAN, ONTARIO AND

NOVA SCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TYCO INTERNATIONAL LTD., CITGROUP INC.,

CIT FINANCIAL LTD. AND CITHOLDINGS, LLC

 

MRRS DECISION DOCUMENT

WHEREAS the local securitiesregulatory authority or regulator (the "Decision Maker")in each of the provinces of British Columbia, Alberta, Saskatchewan,Ontario and Nova Scotia (the "Jurisdictions") hasreceived an application from Tyco International Ltd. ("Tyco"),CIT Group Inc. (CIT Group Inc., together with its successors,"New CIT"), CIT Financial Ltd. (formerly, CIT CreditGroup Inc. and Newcourt Credit Group Inc.) (for the purposeshereof, "Newcourt"), and CIT Holdings, LLC ("Holdings")(collectively, the "Applicants") for a decision pursuantto the securities legislation of the Jurisdictions (the "Legislation")to amend a decision granted by the Decision Makers of the Jurisdictions(the "Holdings Decision Makers") on September 29,2000 to The CIT Group, Inc. ("CIT"), Newcourt, andHoldings, as amended by a decision granted by the Holdings DecisionMakers on May 31, 2001 to CIT, Newcourt, Holdings, Tyco CapitalHolding, Inc. ("Tyco Acquisition") (formerly, CITHoldings (NV) Inc. and Tyco Acquisition Corp. XIX (NV)) andTyco (collectively, the "Decision Document"),

AND WHEREAS under theMutual Reliance Review System for Exemptive Relief Applications(the "MRRS"), the Ontario Securities Commission isthe principal regulator for this application;

AND WHEREAS the Applicantshave represented to the Holdings Decision Makers as follows:

1. Tyco is a company incorporatedwith limited liability under the laws of Bermuda and is subjectto the reporting requirements of the United States SecuritiesExchange Act of 1934 (the "Exchange Act"). Tycois a reporting issuer in Ontario, Quebec, Nova Scotia, BritishColumbia, Alberta, Saskatchewan and Manitoba. Tyco is noton the list of defaulting reporting issuers maintained bythe Holdings Decision Makers, where applicable.

2. The common shares of Tyco(the "Tyco Common Shares") are listed on the NewYork Stock Exchange, the Bermuda Stock Exchange and the LondonStock Exchange.

3. The authorized capitalof Tyco consists of 2,500,000,000 Tyco Common Shares and 125,000,000preference shares, par value U.S.$1.00 per share. As of March25, 2002 (a) 2,021,527,745 Tyco Common Shares were issuedand outstanding, and (b) one preference share was issued andoutstanding.

4. CIT was a corporation incorporatedunder the laws of the State of Delaware and was subject tothe reporting requirements of the Exchange Act. On June 1,2001, CIT merged with and into a subsidiary of Tyco, TycoAcquisition, with Tyco Acquisition continuing as the survivingcorporation and as a wholly-owned indirect subsidiary of Tyco.Following the merger, substantially all the assets and liabilitiesof CIT were transferred to a new wholly-owned subsidiary,New CIT (formerly Tyco Capital Corporation and previouslyThe CIT Group, Inc. and Tyco Acquisition Corp. XX (NV)), acorporation incorporated under the laws of the State of Nevada.

5. Prior to the IPO (definedbelow), New CIT will merge up and into Tyco Acquisition. TycoAcquisition will then merge into CIT Group Inc. (Del), a Delawarecorporation, and CIT Group Inc. (Del) will be renamed CITGroup Inc. As a result of the mergers, New CIT will be domiciledin Delaware and will be the successor to New CIT's assets,operations and business.

6. Holdings is a limited liabilitycompany under the laws of the State of Delaware, all of itsmembership interests are held by New CIT, and it is a reportingissuer in British Columbia, Alberta, Saskatchewan, Ontarioand Nova Scotia. Holdings is not on the list of defaultingreporting issuers maintained by the Holdings Decision Makers,as applicable.

7. Newcourt is a corporationamalgamated under the laws of the Province of Ontario, a wholly-ownedsubsidiary of CIT Exchangeco Inc., and is not a reportingissuer or the equivalent thereof in any of the Jurisdictions.

8. On April 25, 2002, Tycoannounced that it intends to separate New CIT through an initialpublic offering (the "IPO") of 100% of the issuedand outstanding shares of common stock ("CIT Common Shares")of New CIT. Following the IPO, Tyco and its affiliates willno longer hold any CIT Common Shares. Tyco Capital Limited,a Bermuda corporation which is an indirect wholly owned subsidiaryof Tyco, will be the seller of the CIT Common Shares in theIPO.

9. On April 25, 2002, NewCIT filed a Form S-1 Registration Statement (the "S-1")with the U.S. Securities and Exchange Commission (the "SEC")in connection with the proposed IPO. The S-1 was amended onMay 13, 2002 and on June 12, 2002.

10. Following the IPO, NewCIT will be subject to the information requirements underthe Exchange Act with respect to the CIT Common Shares, andin accordance therewith will file reports and other informationwith the SEC. The informational requirements will be greaterthan those required of New CIT prior to the IPO, as additionalinformation will be disclosed in New CIT's annual form 10-K,and New CIT will be required to prepare and file proxy statementsin connection with its annual meetings of shareholders.

11. At the time CIT acquiredNewcourt, Newcourt had outstanding unlisted public debt securitiesin Canada (the "Canadian Public Debt"), pursuantto a trust indenture dated June 1, 1995 between CIBC MellonTrust Company (formerly, The R-M Trust Company) and Newcourtand supplemental indentures thereto (collectively, the "Indenture").Holdings assumed all of Newcourt's obligations under the outstandingCanadian Public Debt pursuant to a supplemental indenture.

12. Following Tyco's acquisitionof CIT, New CIT provided an unconditional, absolute and irrevocableguaranty of full and prompt payment of all principal and intereston the Canadian Public Debt.

13. The Decision Documentpermitted Holdings to comply with specified continuous disclosurerequirements of the Legislation by filing and delivering disclosurematerials related to New CIT.

14. The Decision Documentcontained a condition that Tyco remain the direct or indirectbeneficial owner of all the issued and outstanding membershipinterests of Holdings. After the IPO, Tyco will no longerbe the indirect beneficial owner of all the membership interestsof Holdings.

15. After the IPO, holdersof the Canadian Public Debt will continue to have access toinformation relating to New CIT in accordance with the conditionsimposed in the Decision Document. After the IPO, additionalinformation concerning New CIT will be available to holdersof the Canadian Public Debt, as New CIT will be required tofile additional information with the SEC once the S-1 hasbecome effective. New CIT will continue to file with the HoldingsDecision Makers all documents filed by it with the SEC underthe Exchange Act.

AND WHEREAS under theMRRS this Decision Document evidences the Decision of each HoldingsDecision Maker (collectively, the "Decision");

AND WHEREAS each of theHoldings Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Maker with thejurisdiction to make the Decision has been met;

THE DECISION of the HoldingsDecision Makers pursuant to the Legislation is that the operativeportion of the Decision Document is amended as follows:

(a) deleting paragraph 2(a)and replacing it with the following:

"New CIT files withthe Decision Makers copies of all documents required tobe filed by it with the SEC under the Exchange Act including,but not limited to, copies of any Form 10-K, Form 10-Qand Form 8-K, which documents will include financial statementsprepared solely in accordance with United States generallyaccepted accounting principles"; and

(b) deleting the referenceto "Tyco" in paragraph 2(c) and replacing it with"New CIT".

July 9, 2002.

"Robert W. Korthals"                    "HaroldP. Hands"