SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE
INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
RULE 13d-2(a)
ABC FUNDING, INC.
(Name of Issuer)
COMMON STOCK, $0.001
PAR VALUE
(Title of Class of Securities)
00640 10 2
(CUSIP Number)
CIT Group Inc.
505 Fifth Avenue
New York, New York 10017
(212) 771-0505
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 2, 2008
(Date of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-l(e), 13d-l(f) or 13d-l(g), check the following box: [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
The
remainder of this cover page shall be filled out for a reporting persons initial filing
on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior
cover page.
The information required in the
remainder of this cover page shall not be deemed to be filed for the purpose of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
CIT Group Inc.*
65-1051192
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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WC (See Item 3)
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5.
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) OR 2(e)
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6.
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Citizenship or Place of Organization
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Delaware
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person
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7.
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Sole Voting Power
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24,199,996 share of Common Stock
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8.
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Shared Voting Power
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0
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9.
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Sole Dispositive Power
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24,199,996 shares of Common Stock
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10.
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Shared Dispositive Power With
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0
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11.
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Aggregate Amount Beneficially Owned by Reporting Person
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24,199,996 shares
of Common Stock
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
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50.9%
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14.
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Type of Reporting Person (See Instructions)
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CO
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*
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This
schedule is filed on behalf of CIT Group Inc. and its wholly-owned subsidiaries, The CIT
Group/Equipment Financing, Inc., The CIT Group/Commercial Services, Inc., C.I.T. Leasing
Corporation, CIT Holdings, LLC, CIT Credit Group USA Inc. and CIT Capital USA Inc.
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ITEM 1.
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SECURITY AND ISSUER.
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This
Schedule 13D relates to the shares of common stock, par value $0.001 per share (Common
Stock), of ABC Funding, Inc., a Nevada corporation (Issuer). The address of the
principal executive office of the Issuer is 4606 FM 1960 West, Suite 400, Houston Texas
77069.
ITEM 2.
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IDENTITY AND BACKGROUND.
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This
Schedule 13D is being filed by and on behalf of CIT Group Inc. (the Reporting
Person), a Delaware corporation, and its wholly-owned subsidiaries, The CIT Group/Equipment Financing, Inc., The CIT Group/Commercial Services, Inc.,
C.I.T. Leasing Corporation, CIT Holdings, LLC, CIT Credit Group USA Inc. and CIT Capital USA Inc. The business address of the Reporting Person is 505
Fifth Avenue, New York, New York 10017.
During
the last five years, the Reporting Person has not been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order (i) enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or (ii)
finding a violation with respect to such laws.
ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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On
September 2, 2008, the Reporting Person was granted a warrant to purchase up to
24,199,996 shares of Common Stock (the Reporting Shares) by the Issuer. The warrant has
an exercise price of $0.35 per share. The Reporting Persons exercise of the warrant is
subject to the Issuer amending its Certificate of Incorporation to increase the amount of
its authorized Common Stock.
ITEM 4.
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PURPOSE OF THE TRANSACTION.
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On
September 2, 2008, the Issuer entered into a new revolving credit agreement (the Credit
Agreement) and term loan agreement (the Loan Agreement) with the Reporting Person, as
administrative agent, and several other banks and financial institutions. Proceeds from
the Credit Agreement and the Loan Agreement were used to fund the Issuers acquisition of
Voyager Gas Corporation. Both the Credit Agreement and the Loan Agreement are secured by
all of the assets of the Issuer and its subsidiaries. In connection with these
transactions, the Issuer granted the Reporting Person a warrant to purchase the Reporting
Shares. The Reporting Persons ownership interest was acquired for investment purposes.
The Reporting Person does not have any present plans or proposals that relate to or would
result in the types of events described in clauses (a) through (j) under Item 4 of
Schedule 13D
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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(a)
As of September 12, 2008, the Reporting Person beneficially owns 24,199,996 shares of
Common Stock, issuable upon the exercise of the Common Stock warrant, representing 50.9%
of the outstanding Common Stock of the Issuer.
(b)
Upon exercise of the warrant, the Reporting Person has the sole power to direct the
voting and disposition of 24,199,996 shares of Common Stock.
(c)
Except as disclosed in Item 3 and Item 4 herein, to the best knowledge of the Reporting
Person, no transactions in the Issuers Common Stock have been effected by the Reporting
Person in the sixty days prior to the filing of this Schedule 13D.
(d)
Not applicable
(e)
Not applicable
ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
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As
discussed above, the Reporting Person acquired the right to purchase the Reporting Shares
pursuant to the Warrant. The Warrant between the Issuer and the Reporting Person governs
certain terms and conditions relating to the warrant and the exercise for the underlying
common stock is incorporated herein by reference. This summary of the Warrant is
qualified in its entirety by reference to the text of Exhibit A hereto.
Other
than as concerns the warrant granted to the Reporting Person, the Reporting Person has no
contracts, arrangements, understandings or relationships with respect to the securities
of the Issuer.
ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 99.1
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Warrant, dated September 2, 2008 (incorporated by reference to Exhibit
99.10 to the Current Report on Form 8-K filed by the Issuer
with the SEC on September 9, 2008).
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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By:
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/s/ James P. Shanahan
Name:
James P. Shanahan
Title:
Senior Vice President
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Date: September 12, 2008
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