Standard&Poor's ratings on Tyco International Ltd. and related entities were placed on CreditWatch with positive implications on March 13, 2001, following Tyco's announcement of plans to acquire The CIT Group Inc., the largest independent commercial finance company in the U.S., in a transaction that will be mostly equity-financed. The transaction is valued at $9.2 billion, of which about $2.5 billion will be paid in cash to The Dai-Ichi Kangyo Bank Ltd. for its 27% stake in CIT. The remaining CIT shareholders will receive 0.6907 Tyco International Ltd. shares for each share of CIT. The transaction would strengthen Tyco's business profile by enhancing business diversity, adding broad-based lending capability that fits well with customer financing needs. In addition, the