UPDATE: CIT Board Announces Shareholder-Rights Plan

CIT Group Inc. (CIT) put a stockholder-rights plan in place to preserve potential income-tax benefits.

Like other companies struggling with the financial crisis and the recession, CIT is planning to offset corporate taxes in the future with the losses it is incurring now.

But those tax benefits would evaporate if big shareholders increase their stake. Under Internal Revenue Service code, a so-called change in control could be triggered if shareholders who own 5% or more of a company's stock increase their ownership by more than 50% over a three-year period.

CIT's board approved a plan that would dilute those ownership changes and protect the tax benefits.

Citigroup Inc. (C), Toll Brothers Inc. (TOL), and Hovnanian Enterprises Inc. (HOV) recently put in place similar plans.

News of the plan came as CIT entered into a written agreement with the Federal Reserve Bank of New York, its principal regulator, that limits how it can pay dividends and restructure debt. The New York bank holding company also has to submit to the Fed, within 15 days, a written plan for maintaining sufficient capital.

Last month, CIT secured a $3 billion emergency loan from a group of its six largest bondholders. The struggling commercial lender has been facing a worsening liquidity crisis as its customers drew down credit lines in fear that they might disappear. It has been working in recent weeks to avoid a bankruptcy filing and said more than once that a host of issues have left "substantial doubt" about its ability to continue as a going concern.

The company said it would file more details about the shareholder-rights plan with the Securities and Exchange Commission.

"The plan should not hinder its restructuring," Standard & Poor's equity analyst Matthew Albrecht wrote in a research note. "We are in favor of increased oversight by regulators as the company struggles to sustain itself, and we support moves by management to return the company to profitability."

CIT's shares rose almost 15%, to $1.47, in a strong market for the stock of large banking companies.

-By Matthias Rieker, Dow Jones Newswires; 212-416-2471; [e-mail]

-By Kerry Grace Benn, Dow Jones Newswires; 212-416-2353; [e-mail]

(Darrell A. Hughes and Maya Jackson Randall contributed to this report.)