Rule 424(b)(3)
Registration Statement
No. 33-58418
PRICING SUPPLEMENT NO. 12,
Dated February 28, 1994, to
Prospectus, dated March 25, 1993, and Prospectus
Supplement, dated March 25, 1993.
THE CIT GROUP HOLDINGS, INC.
6.98% MEDIUM-TERM SENIOR SUBORDINATED CAPITAL NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
( ) Senior Note (X) Senior Subordinated Note
Principal Amount: U.S. $100,000,000.
Proceeds to Corporation: 99.643%.
Underwriting Discount: 0.357%.
Issue Price: Variable Price Reoffer, initially at 100.0%.
Original Issue Date: March 7, 1994.
Maturity Date: March 1, 2004.
Interest Rate Per Annum: 6.98%.
Other Provisions: The 6.98% Medium-Term Senior
Subordinated Capital Notes of The CIT Group Holdings,
Inc. (the "Corporation") being offered hereby (the
"Notes") are subject to acceleration only in the
event of certain circumstances relating to the
insolvency of the Corporation as provided herein.
The Notes are offered by the Underwriter, as specified
herein, subject to receipt and acceptance by it and
subject to its right to reject any order in whole or in
part. It is expected that the Notes will be ready for
delivery in book-entry form on or about March 7, 1994.
CHASE SECURITIES, INC.
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Form: Global Note.
Interest Payment Dates: Each March 1 and September 1,
commencing September 1, 1994.
Interest payments will include the amount of interest
accrued from and including the most recent Interest
Payment Date to which interest has been paid (or from
and including the Original Issue Date) to but
excluding the applicable Interest Payment Date.
Specified Currency: U.S. Dollars.
Redemption Provisions: The Notes may be redeemed at the
option of the Corporation on any date on or after
March 1, 1997 upon at least 30 days and not more than
60 days prior written notice. The Notes will not be
entitled to any sinking fund.
Other Provisions: Pursuant to Section 7.02 of the
Indenture (referred to below), only certain events of
default relating to the bankruptcy, insolvency or
reorganization of the Corporation as provided below
(each, an "Insolvency Event") would give rise to a
right of acceleration of the maturity of the Notes or
to the Trustee's right to the appointment of a
receiver pursuant to Section 7.07 of the Indenture.
Such Insolvency Events are as follows:
(i) the entry by a court of competent
jurisdiction of a decree or order, unstayed on appeal
or otherwise and in effect for 30 days, adjudicating
the Corporation a bankrupt or insolvent;
(ii) the entry by a court of competent
jurisdiction of a decree or order appointing a
receiver or liquidator or trustee of the Corporation
or of substantially all the property of the
Corporation, or approving as properly filed a
petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the
Corporation under Title 11 of the United States Code,
as now constituted or as hereafter in effect, or any
other Federal or state bankruptcy or other similar
statute applicable to the Corporation; but only if
and when such decree or order shall have continued
unstayed on appeal or otherwise and in effect for 60
days; or
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(iii) the filing by the Corporation of a
petition in voluntary bankruptcy under any of the
provisions of any bankruptcy law; or the consenting
by the Corporation to the filing of any bankruptcy or
reorganization petition against it under any such
law; or (without limitation of the generality of the
foregoing) the filing by the Corporation of a
petition seeking relief under Title 11 of the United
States Code, as now constituted or as hereafter in
effect, or any other Federal or state bankruptcy or
other similar statute applicable to the Corporation,
as now or hereafter in effect; or the making by the
Corporation of an assignment for the benefit of
creditors; or the admitting in writing by the
Corporation of its inability to pay its debts
generally as they become due; or the consenting by
the Corporation to the appointment of a receiver or
liquidator or custodian or trustee of it or of
substantially all its property.
Accordingly, except upon the occurrence of an
Insolvency Event, there is no right of acceleration
nor shall the Trustee be entitled to the appointment
of a receiver pursuant to Section 7.07 of the
Indenture for a default in the payment of principal,
premium, if any, or interest or in the performance of
any covenant or agreement in the Notes or in the
Indenture. In the event of a default in the payment
of principal, premium, if any, or interest or the
performance of any covenant or agreement in the Notes
or in the Indenture, the holder of any Note and the
Trustee, subject to certain limitations and
conditions, may institute judicial proceedings to
enforce the payment of such principal, premium, if
any, or interest or to obtain the performance of any
covenant or agreement or any other remedy.
Trustee, Registrar, Authenticating and Paying Agent:
The Bank of New York, under Indenture dated as of May
1, 1988, as amended by Indenture Supplement No. 1,
dated as of January 15, 1991, between the Trustee and
the Corporation.
UNDERWRITING
Chase Securities, Inc. (the "Underwriter"), is acting
as principal in this transaction.
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Subject to the terms and conditions set forth in a
Terms Agreement dated February 28, 1994 (the "Terms
Agreement"), between the Corporation and the
Underwriter, and a Letter Agreement, dated February
28, 1994, incorporating the terms of a Selling Agency
Agreement, dated March 25, 1993, between the
Corporation and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, The First Boston
Corporation, Goldman, Sachs & Co., Morgan Stanley &
Co. Incorporated, Shearson Lehman Brothers Inc.
(currently known as Lehman Brothers Inc.), and UBS
Securities Inc., the Corporation has agreed to sell
to the Underwriter, and the Underwriter has agreed to
purchase, $100,000,000 principal amount of the Notes.
Under the terms and conditions of the Terms
Agreement, the Underwriter is committed to take and
pay for all of the Notes, if any are taken.
The Underwriter has advised the Corporation that it
proposes to offer the Notes for sale from time to
time in one or more transactions (which may include
block transactions), in negotiated transactions or
otherwise, or a combination of such methods of sale,
at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at
negotiated prices. The Underwriter may effect such
transactions by selling the Notes to or through
dealers, and such dealers may receive compensation in
the form of underwriting discounts, concessions or
commissions from the Underwriter and/or the
purchasers of the Notes for whom they may act as
agent. In connection with the sale of the Notes, the
Underwriter may be deemed to have received
compensation from the Corporation in the form of
underwriting discounts, and the Underwriter may also
receive commissions from the purchasers of the Notes
for whom they may act as agent. The Underwriter and
any dealers that participate with the Underwriter in
the distribution of the Notes may be deemed to be
underwriters, and any discounts or commissions
received by them and any profit on the resale of the
Notes by them may be deemed to be underwriting
discounts or commissions.
The Notes are a new issue of securities with no
established trading market. The Corporation
currently has no intention to list the Notes on any
securities exchange. The Corporation has been
advised by the Underwriter that it intends to make a
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market in the Notes but is not obligated to do so and
may discontinue any market making at any time without
notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
The Underwriter or its affiliates have provided and
will continue to provide investment and commercial
banking services to the Corporation or its affiliates
in the ordinary course of business.
The Corporation has agreed to indemnify the
Underwriter against certain liabilities, including
liabilities under the Securities Act of 1933, as
amended.
